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2015-29247 Reso RESOLUTION NO.' 2015-29247 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING RECEIPT OF AN UNSOLICITED PROPOSAL FROM GREATER MIAMI TRAMLINK PARTNERS FOR A LIGHT RAIL/MODERN STREETCAR PROJECT IN MIAMI BEACH, AUTHORIZING THE ADMINISTRATION TO SOLICIT ALTERNATIVE PROPOSALS FOR THE CITY PROJECT IN ACCORDANCE WITH FLORIDA STATUTE 287.05712, AND ESTABLISHING CERTAIN PARAMETERS WITH RESPECT TO THE SOLICITATION OF PROPOSALS FOR THE CITY PROJECT. WHEREAS, over 10 years ago, the Miami-Dade Metropolitan Planning Organization (MPO) prepared the Draft Environmental Impact Statement (DEIS) that recommended a light rail transit/modern streetcar system powered by overhead catenary wires to connect the cities of Miami Beach and Miami via dedicated right-of-way along the MacArthur Causeway, a project formerly referred to as the Baylink Project and now referred to as the Beach Corridor Transit Connection Project; and WHEREAS, in October 2013, pursuant to requests from the cities of Miami Beach and Miami, the MPO commenced a planning-level study entitled, The Beach Corridor Transit Connection Study (the "Study"), that refreshed and updated the decade-old Baylink study, in partnership with Miami-Dade Transit(MDT), Florida Department of Transportation(FDOT), the City of Miami Beach and the-City of Miami; and WHEREAS, the Study was completed in June 2015. and reaffirmed the MacArthur Causeway as the preferred alignment to connect the City of Miami Beach and City of Miami, recommended an off-wire or "wireless" light rail transit/modern streetcar system for the portion within each urban area as the preferred vehicle technology, and further recommended the use of exclusive lanes for the transit vehicles in order to provide reliable service; and WHEREAS, Phase 1 of the recommended route alignment is from downtown via MacArthur Causeway, 5th Street, and Washington Avenue, directly to the Miami Beach Convention Center(the "Direct Connect Project"), and WHEREAS, the portion of the Direct Connect Project located within the City of Miami Beach, from 5th Street, via Washington.Avenue to the Miami Beach Convention Center, is referred to as the South Beach Component (the "City Project"); and WHEREAS a second phase of the Beach Corridor Transit Connection Project includes an alignment along Alton Road and 17th Street; and WHEREAS, the Study recommended a Public Private Partnership (P3) to design, build, operate, maintain and finance the system; and WHEREAS, FDOT was directed to develop an approach that would expedite the portions of the Direct Connect Project located in the City of Miami Beach and City of Miami, while not jeopardizing federal funding to the maximum extent possible; and WHEREAS, the County, FDOT, City of Miami Beach, and City of Miami developed a proposed Memorandum of Understanding, included as Attachment J to the December 16, 2015 Commission Memorandum accompanying this Resolution, to provide for FDOT to take primary responsibility for the overall Direct Connect Project while at the same time permitting the City of Miami Beach the flexibility to initiate its own procurement for the City Project; and WHEREAS, on or about December 15, 2015, the City Administration learned that FDOT and the City of Miami were proposing additional revisions to the Memorandum of Understanding, including revisions that were inconsistent with the parties' prior discussions and not in final form, and accordingly, the City Administration advised the Commission that it was not in a position to recommend the proposed Memorandum of Understanding; and WHEREAS, on or about June, 2015, the City received an unsolicited proposal for the City Project, in accordance with Florida Statute 287.0571.2; and WHEREAS, on December 16, 2015, the City Administration presented various options to the Commission with regard to proceeding with the solicitation of the City Project, as set forth more fully in the December 16, 2015 Commission Memorandum accompanying this Resolution. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that Mayor and City Commission of the City of Miami Beach, Florida, accepting receipt of an unsolicited proposal from Greater Miami Tramlink Partners for a Light Rail/Modern Streetcar Project in Miami Beach, authorizing the Administration to solicit alternative proposals for the City Project in accordance with Florida Statute 287.05712, and establishing certain parameters with respect to the solicitation of proposals for the City Project, as follows: {i) An application fee of $100,000 shall apply to each proposal submitted for the City Project, provided, however, that if the application fees collected ultimately exceed the costs for fully evaluating proposals, the City will refund to proposers any excess amounts on a pro rata basis; and (ii) the proposal submission deadline shall be 120 days after initial publication of a public notice, as required by Florida Statute 287.05712; and (iii) during the 120 day notice/proposal submission period, the City will advance the environmental analysis required for the City Project, shall proceed with such environmental analysis as required to preserve the opportunity for state funding for the City Project and the Direct Connect Project, and shall provide proposers with the opportunity to incorporate the City's environmental analysis within their proposals for the City Project; and (iv)as a result of the passage of time since the submission of the initial June 2015 unsolicited proposal from Greater Miami Tramlink Partners, the initial proposer shall have the opportunity to re-submit its proposal in the same manner as all other proposers; and (v) the City Manager shall issue the public notice for the City Project, with a copy sent to the Commission via LTC, which notice shall require prospective proposers to register with the • City's Procurement Department to receive project-related information to assist in the development of their proposals; and (vi)the Cone of Silence, as set forth in Section 2-486 of the City Code, shall apply to this procurement process; and (vii) the City shall continue to work with the Florida Department of Transportation, Miami-Dade County and the City of Miami to continue to pursue funding for the City Project, and to aggressively pursue the remainder of the Direct Connect Project. PASSED AND ADOPTED this /t day of December, 2015. ATTEST: &WON 14111% Rafa•'I.Granado, City CIS �'' hilip Levine - o .,F T:\AGENDA\2016\J.<, arir\P,,.��«. _,04 mps\ITS 201 124-MT Rexel -RESO.docx INCFr, • \f 14-11-1/ 2 6 . APPROVED AS TO FORM & LANGUAGE &FOR EXECUTION .L _\-- - --as City Attorney afve Date i MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov COMMISSI'I N MEMORANDUM TO: Mayor Philip Levine and Members the City C.; mission FROM: Jimmy L. Morales, City Manager DATE: December 16, 2015 SUBJECT SUPPLEMENTAL INFORMATION � OR AGENDA ITEM R7C RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MIAMI BEACH, FLORIDA, CITY OF MIAMI, FLORIDA, MIAMI-DADE COUNTY, FLORIDA AND FLORIDA DEPARTMENT OF TRANSPORTATION, DISTRICT NO. 6, FOR THE BEACH CORRIDOR DIRECT CONNECTION PROJECT, INCLUDING AUTHORIZING THE CITY CONTRIBUTION OF $417,000, OR 4.17% OF THE OVERALL STUDY COST. DISCUSSION ON OPTIONS TO ADVANCE THE PROPOSED SOUTH BEACH COMPONENT OF THE BEACH CORRIDOR TRANSIT CONNECTION PROJECT CONSISTING OF A LIGHT RAIL TRANSIT/MODERN STREETCAR SYSTEM IN SOUTH BEACH, INCLUDING ACTION WITH RESPECT TO JUNE, 2015 UNSOLICITED PROPOSAL RECEIVED FROM GREATER MIAMI TRAMLINK PARTNERS. At the December 15, 2015 meeting of the participating entities for the Beach Corridor Transit Connection, the purpose of which was to review each entity's scope of work for advancing the approach proposed by Florida Department of Transportation (FDOT), several issues were raised that cause concern as follows: • FDOT revised its position from the November 30, 2015 Policy Executive Committee (PEC) meeting and stated that the proposed approach will not allow for each City to proceed with procurement in parallel to the proposed FDOT approach. (See Attachment A). As a result, should the Mayor and City Commission elect to proceed with the FDOT approach, only Option 1 in my prior memo would apply. • City of Miami, one of the participating entities in the Memorandum of Understanding (MOU), raised concerns with the definition of the project as well as their level of funding participation for the FDOT approach, potentially impacting the timing of the approach until this issue is resolved. Given these issues, I am no longer comfortable with proceeding with Option 1, and would therefore recommend that the Mayor and City Commission proceed with either Option 2 or Option 3. In either event, I would recommend that Kimley-Horn be given the opportunity to evaluate the options and determine the best way to proceed. JGM/KGB/JRG Agenda Item C Date la lb-1 COMMISSION ITEM SUMMARY Condensed Title: EXPEDITING THE PROPOSED SOUTH BEACH COMPONENT OF THE BEACH CORRIDOR TRANSIT CONNECTION PROJECT 1.RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING FOR THE BEACH CORRIDOR DIRECT CONNECTION PROJECT, INCLUDING AUTHORIZING THE CITY CONTRIBUTION OF$417,000 2. DISCUSSION ON OPTIONS TO ADVANCE THE PROPOSED SOUTH BEACH COMPONENT OF THE BEACH CORRIDOR TRANSIT CONNECTION PROJECT,CONSISTING OF A LIGHT RAIL TRANSIT/MODERN STREETCAR SYSTEM IN SOUTH BEACH Key Intended Outcome Supported: Ensure Comprehensive Mobility Addressing All Modes Throughout The City Supporting Data (Surveys, Environmental Scan, etc: N/A Item Summary/Recommendation: Over 10 years ago, the Miami-Dade Metropolitan Planning Organization (MPO) prepared the Draft Environmental Impact Statement (DEIS) for a light rail transit/modern streetcar system powered by overhead catenary wires to connect the cities of Miami Beach and Miami via dedicated right-of-way along the MacArthur Causeway(the Baylink Project). More recently, in October 2013, pursuant to requests from the cities of Miami Beach and Miami,the MPO commenced a planning-level study that refreshed and updated the decade-old Baylink study in partnership with Miami- Dade Transit(MDT),Florida Department of Transportation(FDOT),and the cities of Miami Beach and Miami(entitled the Beach Corridor Transit Connection).The MPO study was completed in June 2015 and reaffirmed the MacArthur Causeway as the preferred alignment to connect Miami Beach and Miami and recommended an off-wire or"wireless" light rail transit/modern streetcar system for the portion within each urban area as the preferred vehicle technology as well as the use of exclusive lanes for the transit vehicles. Phase 1 of the recommended route alignment is from downtown via MacArthur Causeway,5th Street,and Washington Avenue directly to the Miami Beach Convention Center referred to as the Direct Connect Project,with a second phase that includes an alignment along Alton Road and 17th Street. The Study also recommended a Public Private Partnership(P3)to design,build,operate,maintain and finance the system. The estimated cost of the South Beach Component of the Direct Connect project(the City Project)is$173 million in capital costs in addition to annual operating costs. FDOT in consultation with the Federal Transit Administration(FTA)has developed an approach that would expedite the portions of the Direct Connect Project in the City of Miami Beach and in the City of Miami while not jeopardizing federal funding to the maximum extent possible;providing the opportunity for Federal Funding up to 50 percent of the project,as well as 50 percent State funding for any portion not covered by Federal funding;and,in addition,providing for federal financing in the event that Federal funding is not available in a timely manner. FDOT has developed a Memorandum of Understanding(MOU)that reflects this approach under the FTA New Starts Program's accelerated delivery process for the Direct Connect Project in compliance with National Environmental Policy Act(NEPA)standards while at the same time allowing the City of Miami Beach to proceed with procurement for the Miami Beach component of the project and providing Miami Beach the option to terminate the MOU within certain timeframes.The NEPA phase of the Direct Connect Project is anticipated to take 2 years and cost approximately$10 Million with funding from the following agencies: FDOT-$5 Million;Citizens'Independent Transportation Trust(CITT)-$3.75 Million;Miami-Dade County-$417,000; and cities of Miami and Miami Beach-$417,000 each. In June 2015,the City received an Unsolicited Proposal from Miami Tramlink Partners,for a public-private partnership with the City to implement an off-wire light rail transit/modern streetcar system in South Beach based on the Direct Connect alignment of the Beach Corridor Transit Connection Study,via 5th Street and Washington Avenue connecting to the Convention Center. The City has explored various options for expediting the South Beach Component of the Direct Connect project(the City Project),including 1)pursuing the FDOT/FTA approach and not initiating procurement of a P3 until after the NEPA phase of the Direct Connect Project is complete;2) proceeding with the FDOT/FTA recommended approach,and at the same time proceed with City's environmental assessments,issuance of a Request For Proposal for a P3 to Design, Build,Operate,Maintain,and Finance the City Project,and continual evaluation of whether to proceed outside of the Federal process; or 3) in parallel with the FDOT process and City's environmental assessments, proceed with the Unsolicited Proposal Procurement Process for the City Project, pursuant to State Statute. The attached memo presents pros and cons of each option and the City is seeking direction regarding same. The Administration recommends approval of the MOU to permit FDOT,the County, City of Miami Beach,and City of Miami to continue their collaborative efforts with respect to the Direct Connect Project, while allowing the City to proceed with the City Project based on any of the options presented above. Advisory Board Recommendation: Financial Information: Source of Funds: Amount Account OBPI Total $415,000 106-9615-000349 Financial Impact Summary: Sign-Offs: Department Director Assistant Ci tit anager City M nager ;�r /I JRG Y� KGB 47 JLM AJ!P T:.AGENDA\2015\December\TRANSPORTATION\Expediting the Miami Beach •.rtion of the Beach Corridor Transit Connect. 'udy-SUM.doc 1 AGENDA ITEM R7c-c--- mar MIAMI BEACH DATE a-16-1..) MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139,www.miamibeachfl.gov COMMISSIO MEMORANDUM TO: Mayor Philip Levine and Members of e City Corn Lsion FROM: Jimmy L. Morales, City Manager - r ■ DATE: December 16, 2015 SUBJECT RESOLUTION OF THE MAYOR AND CITY COMMISSION OF'THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MIAMI BEACH, FLORIDA, CITY OF MIAMI, FLORIDA, MIAMI-DADE COUNTY, FLORIDA AND FLORIDA DEPARTMENT OF TRANSPORTATION, DISTRICT NO. 6, FOR THE BEACH CORRIDOR DIRECT CONNECTION PROJECT, INCLUDING AUTHORIZING THE CITY CONTRIBUTION OF $417,000, OR 4.17% OF THE OVERALL STUDY COST. DISCUSSION ON OPTIONS TO ADVANCE THE PROPOSED SOUTH BEACH COMPONENT OF THE BEACH CORRIDOR TRANSIT CONNECTION PROJECT CONSISTING OF A LIGHT RAIL TRANSIT/MODERN STREETCAR SYSTEM IN SOUTH BEACH, INCLUDING ACTION WITH RESPECT TO JUNE, 2015 UNSOLICITED PROPOSAL RECEIVED FROM GREATER MIAMI TRAMLINK PARTNERS. BACKGROUND Over 10 years ago, the Miami-Dade Metropolitan Planning Organization (MPO) prepared environmental and engineering studies as part of the Baylink Corridor Project. The Draft Environmental Impact Statement (DEIS) for the Baylink Project recommended a light rail transit/modern streetcar system powered by overhead catenary wires to connect the cities of Miami Beach and Miami via dedicated right-of-way along the MacArthur Causeway. Due to some outstanding concerns with the selected technology and several premium rail corridors competing for limited funding, the Baylink Project did not move forward beyond the DEIS phase and remained in the unfunded portion of the MPO Long Range Transportation Plan for a decade. In October 2013, pursuant to requests from the cities of Miami Beach and Miami, the MPO commenced a planning-level study that refreshed and updated the decade-old Baylink study in partnership with Miami-Dade Transit (MDT), Florida Department of Transportation (FDOT), and the cities of Miami Beach and Miami entitled, the Beach Corridor Transit Connection Study (the "Study"). The Baylink Project is now referred to as the Beach Corridor Transit Connection Project. The MPO study was completed in June 2015 and reaffirmed the MacArthur Causeway as the City Commission Memorandum—Discussion on Advancing the South Beach Component of the Beach Corridor Transit Connection Project December 16, 2015 Page 2 of 10 preferred alignment to connect Miami Beach and Miami. The study recommended an off-wire or "wireless" light rail transit/modern streetcar system for the portion within each urban area as the preferred vehicle technology for propulsion - a more context-sensitive and community-friendly solution for our City than elevated heavy rail or light rail catenary ("wired") systems- as well as the use of exclusive lanes for the transit vehicles in order to provide reliable service. Phase 1 of the recommended route alignment within Miami Beach consists initially of the MacArthur Causeway, 5th Street, and Washington Avenue, in order to provide a direct connection to the Miami Beach Convention Center (the "Direct Connect Project"). The portion of the Direct Connect Project located within Miami Beach and consisting of a 2-way connection on 5th Street and Washington Avenue, is referred to as the "South Beach Component" (the "City Project"). The Study recommends a second phase of the Beach Corridor Transit Connection Project that includes an alignment along Alton Road and 17th Street, operating as a local route solely within Miami Beach and complementing the initial regional cross-bay route to Downtown Miami. The Study also recommends, in later phases, a future route expansion along Collins Avenue to the Julia Tuttle Causeway, connecting to Midtown Miami. In addition, the MPO's Long Range Master Plan also contemplates future additions to the north along Collins Avenue. In order to provide efficient and reliable mass transit service, the light rail system is proposed to operate on exclusive rights-of-way and travel lanes and not in mixed traffic. Attachment A depicts the recommended initial route alignment and future phases. The Project Development and Environment (PD&E) phase of the Direct Connect Project is anticipated to cost approximately $10 Million. Potential funding has been identified from the following agency contributions: FDOT - $5 Million; Citizens' Independent Transportation Trust (CITT) - $3.75 Million; Miami-Dade County - $417,000; and cities of Miami and Miami Beach - $417,000 each. The Study identified the following as the next steps: • the MPO needs to endorse the Direct Connect Project, to then proceed with the City Project Environmental Impact Review or Environmental Impact Statement (PEIR)/EIS phase and beyond; • the City of Miami Beach and the City of Miami each need to endorse the Direct Connect Project; and • Funding needs to be secured for the PIER/EID phase.. The Policy Executive Committee (PEC), a committee created to, among other things, give direction for the development of the Beach Corridor Transit Connection Project, and comprised of elected officials from Miami-Dade County, the City of Miami Beach, and the City of Miami, endorsed moving forward with the Direct Connect Project on an expedited basis, via a public- private partnership (P3) delivery method. On May 4, 2015, the PEC, approved a Resolution (Attachment B) to set the policy directive for the Project, and specified as follows: City Commission Memorandum—Discussion on Advancing the South Beach Component of the Beach Corridor Transit Connection Project December 16, 2015 Page 3 of 10 • the initial Direct Connect Project shall be a direct connection between Miami and Miami Beach traversing the McArthur Causeway; • while the Direct Connect Project may be developed in stages, all stages of the initial Project must be compatible in terms of interoperability; • the Direct Connect Project should be a light rail/street car project operating in a dedicated right-of-way or lane; • when complete, the Direct Connect Project shall be maintained and operated by one entity; • the City of Miami and City of Miami Beach may proceed with their own environmental analyses required for the Direct Connect Project; • FDOT shall coordinate with all entities in preparing overall coordination for the Direct Connect Project; • FDOT shall report back to the PEC within 3 months regarding funding for environmental and preliminary engineering phases and the framework for the Direct Connect Project. At the end of one year, each City should be able to move forward with their portion of the Direct Connect Project to the extent that it does not jeopardize federal funding to the maximum extent possible. In June 2015, pursuant to Section 287.05712 of the Florida Statutes, the City received an Unsolicited Proposal from Greater Miami Tramlink Partners, a consortium, for a public-private partnership with the City to implement an off-wire light rail transit/modern streetcar system in South Beach based on the Direct Connect alignment of the Beach Corridor Transit Connection Study, via 5th Street and Washington Avenue connecting to the Convention Center (Attachment C). Attachment D provides a rendering of an "Off-Wire" Light Rail Transit/Modern Streetcar Vehicle. The City Commission has not yet taken any action with respect to this Unsolicited Proposal. ESTIMATED COST OF THE CITY PROJECT (THE SOUTH BEACH COMPONENT OF THE DIRECT CONNECT PROJECT) Based on the Study, the overall capital cost for the Direct Connect Project is estimated at $532 million with approximately $54 million/year needed for availability payments for the entire Direct Connect Project under a P3, of which $22 million are for annual operating cost payments and $32 million are for annual capital payments. The consultant for the Study, Gannett Fleming (the "Study Consultant"), estimates that the City Project represents approximately 28 percent of the total cost of the Direct Connect Project (or approximately $148 million) and estimates about $9 million in annual capital payments (28 percent of $32 million). If the same ratio is used as an estimate of operating costs, the portion of operating costs for the City Project would be approximately $7 million (i.e., 28 percent of $22 million). The above costs, however, do not include the costs of a rail maintenance yard/depot in Miami Beach which would be needed if the City Project was expedited ahead of the other segments. This could also provide a level of redundancy in the event that there is any failure in the causeway connection, once the overall system is built. Rough estimates for the maintenance and operations yard for the full Direct Connect Project are $42 million (for a 12-acre facility). The capital costs for the maintenance and operations yard for the City Project would be less, • City Commission Memorandum—Discussion on Advancing the South Beach Component of the Beach Corridor Transit Connection Project December 16, 2015 Page 4of10 roughly estimated by the Study Consultant at $25 million, with additional costs for operating the facility. Thus, the Study Consultant estimated that the total annual availability payments for the City Project, including an operations and maintenance yard, would be approximately $20 - $25 million per year for 30 years. PREVIOUS CITY COMMISSION ACTION On April 29, 2015, , the City Commission adopted Resolution No. 2015-29000, expressing support for expediting the South Beach Component of the Project (Attachment E). Further, the Resolution directed the Administration to work with the local transportation partners to expedite the South Beach Component and authorized the Administration to procure any environmental and engineering studies required to advance the South Beach component. On July 8, 2015, the Mayor and City Commission adopted Resolution No. 2015-29083, approving the following mode prioritization: 1) Pedestrians; 2) Transit, Bicycles, and Freight (depending on the corridor), and 3) Private vehicles (Attachment F). Based on this adopted mode prioritization hierarchy, the Draft Transportation Master Plan has identified a number of corridors recommended for exclusive transit rights-of-way. Further, the Washington Avenue Master Plan, presented to the Mayor and City Commission on April 29, 2015, provides for exclusive transit lanes on Washington Avenue. (Attachment G). In July 2015, the Administration issued a Request For Qualifications (RFQ) for preparation of environmental and engineering studies for transit projects, including the Beach Corridor Transit Connection Project, and services related to evaluation of transit proposals, including (P3) proposals. At the October 14, 2015 City Commission meeting, the Commission adopted Resolution No. 2015-29182, directing the Administration to negotiate with the two top-ranked firms (Kimely-Horn and Parsons Brinckerhoff) and bring a negotiated agreement back to Commission for approval. On December 9, 2015, the City Commission adopted Resolution No. 2015-29236, approving an Agreement with Kimley-Horn for preparation of an environmental analysis for the South Beach Component of the Beach Corridor Transit Connection project. Kimley-Horn estimates that the environmental review (including 30 percent design plans) for the South Beach Component (the City Project) can be accomplished within 15 months with the assumption of no Federal funding, but allowing for federal Transportation Infrastructure Finance and Innovation Act (TIFIA) financing, a program which provides Federal credit assistance in the form of direct loans. Based on Kimley-Horn's draft schedule for completing the requisite environmental and engineering studies, an RFP could be issued for a firm to deliver the Project, including, potentially, the design, build, operate, maintain and finance the City Project as early as the 2nd Quarter of calendar year 2016, with proposers short-listed based on qualifications in the first phase of the RFP, followed by evaluation of full price proposals received from the short-listed proposers in the second phase of the RFP. The second phase of the RFP would include the draft concession agreement, performance specifications and overall requirements for the City Project. Based on the above schedule, the P3 procurement would overlap the environmental City Commission Memorandum—Discussion on Advancing the South Beach Component of the Beach Corridor Transit Connection Project December 16, 2015 Page 5 of 10 review so that both the environmental analysis and P3 procurement would be completed in 18 months. In addition, as Miami-Dade County has jurisdiction over all transit operations in Miami-Dade County, County approval is required for the City to operate the City Project. FDOT RECOMMENDED APPROACH The PEC met on November 30, 2015 to discuss FDOT's recommendations regarding approaches to implement the Direct Connect Project while allowing each City to move forward with its respective portion of the Direct Connect Project, to the extent that doing so does not jeopardize Federal funding of financing for other portions of the Direct Connect Project. At that meeting, FDOT advised the PEC that it discussed the proposed Direct Connect Project with the Federal Transit Administration (FTA). Based on FTA's feedback, FDOT has developed a business plan approach which focuses on regional connectivity and local project leadership to provide the opportunity for Federal Funding up to 50 percent of the Direct Connect Project, as well as 50 percent State funding for any portion not covered by Federal funding. In addition, this approach would also provide for financing under the TIFIA program which provides Federal credit assistance in the form of direct loans, in the event that Federal funding is not available in a timely manner. Attached is a copy of the FDOT PowerPoint presented at the November 30th PEC meeting which describes the FDOT-recommended approach (Attachment H). Based on FDOT's preliminary discussions with the FTA, FDOT has advised that to be eligible for federal funding, the proposed project must at a minimum be defined to include the Direct Connect Project route alignment previously described above and depicted in Attachment A. Importantly, FTA and FDOT have advised that they have no objections with the cities of Miami Beach and Miami initiating the project development phase and completing the environmental and engineering studies for their respective portions of the Direct Connect Project. FDOT, however, has also proposed serving as the lead agency and contract manager for the Direct Connect Project. Assuming each city's independent environmental, engineering and other project development documents are completed in parallel with the FDOT management of the entire Project, FDOT would then incorporate each City's work product and complete the state's unifying project development document in compliance with National Environmental Policy Act (NEPA) standards. FDOT would initiate procurement of its own NEPA consultant in January 2016, with approximately 8 months for selection. FDOT would also be responsible for submitting a New Start Project Development Application by August 15, 2016 to the FTA, to initiate the process for requesting federal funding for the Direct Connect Project. Under the FTA New Starts Program's accelerated delivery process, the FDOT would have two (2) years to complete a unified NEPA project development document. However, during the 8-month procurement process for the NEPA consultant, FDOT would use a consultant already under contract to do as much work as possible in advance, and is requesting that the cities do the same (Attachment I), thereby potentially reducing the 2—year study schedule. City Commission Memorandum—Discussion on Advancing the South Beach Component of the Beach Corridor Transit Connection Project December 16, 2015 Page 6 of 10 Once the NEPA document is completed, FDOT would apply for federal funding under the federal accelerated project delivery approach, so that the Direct Connect Project can enter the project delivery phase in advance of receiving a Full Funding Grant Agreement from FTA. Up to and near the completion of the NEPA document and project development work (30% design), the parties (FDOT, County, City of Miami Beach, City of Miami) will determine how to proceed to the next phases of work, collaborate on a schedule and funding plan, and agree upon the preferred project delivery method (e.g., P3, design-build, etc.) for the Direct Connect Project. While the FDOT and the FTA recommend one NEPA document for the Direct Connect Project, the FDOT presentation clarified that it is common to identify discrete components of a project as Minimum Operating Segments during the NEPA process. Accordingly, the foregoing is the basis for the City to proceed with the City Project for the South Beach Component of the Direct Connect Project. The November 30, 2015 FDOT presentation to the PEC explained that should the City proceed with the City Project outside of the FDOT process, the state's participation in the funding of the City Project would decrease significantly, to a maximum of 12.5 percent of total capital cost of the Project, and could potentially preclude any state funding for the City Project. THE MEMORANDUM OF UNDERSTANDING BETWEEN FDOT, MIAMI-DADE COUNTY, CITY OF MIAMI BEACH AND CITY OF MIAMI ("MOU") The proposed MOU memorializing the above FDOT-recommended approach and assigning funding responsibilities is included herein as Attachment J. Under the MOU, the City's maximum obligation is to fund its portion of the initial Direct Connect Project contribution, in the amount of $417,000. The MOU also incorporates conditions imposed by the PEC regarding timelines and each city's ability to proceed with its portion of the Direct Connect Project. Specifically, the MOU provides that FDOT will submit the application to the FTA to enter the New Starts process no later than August 15, 2016, and provides each City with the right to terminate from further participation under FDOT management if FDOT fails to timely submit a New Starts application, in addition to a right to terminate within certain specified timeframes following submittal of a New Start application. The MOU makes clear that each of the parties may proceed with procurement for any portion of the Project at any time outside of the FDOT process (at their own cost/risk). The MOU also contemplates prioritization of the Direct Connect Project as an MPO Priority I funded project. MPO staff is to submit a resolution to the MPO to amend the Miami-Dade County 2040 Long Range Transportation Plan (LRTP) to advance the Direct Connect Project to a Priority 1 Funded Project in the LRTP. ANALYSIS The following options are being presented to the City Commission for consideration in determining how to proceed with advancing the implementation of the City Project (i.e., the South Beach Component of the Direct Connect Project, from 5th Street via Washington Avenue, to the Miami Beach Convention Center). City Commission Memorandum—Discussion on Advancing the South Beach Component of the Beach Corridor Transit Connection Project December 16, 2015 Page 7 of 10 Option 1 - Proceed with the FDOT/FTA recommended approach for the Direct Connect Project, with the City Project expedited after completion of the NEPA phase. Once the NEPA phase is completed by FDOT, the Direct Connect Project could be implemented in phases with the City Project being the first, or one of the first, segments. If Federal funding was made available, the capital costs of the City Project and Direct Connect Project could be eligible for up to 75 percent federal and state funding. Even without Federal funding, the City Project would be eligible for state funding for up to 50 percent of the capital costs and TIFIA financing for the balance of the capital costs. Under this option, Kimley-Horn's initial role could be much more limited, consisting of public involvement and documentation, maintenance and storage facility analysis, and a visual and aesthetic conditions report. Therefore, the cost to Miami Beach for the environmental analysis work would be order of magnitude less than the $10 million rough estimate provided by Kimley- Horn. The upside with respect to this Option 1 is that for a potential investment of$417,000 by the City of Miami Beach to participate in the broader FDOT study and additional funding for the Kimley- Horn upfront environmental work, the City could become eligible for between 50 and 75 percent of the capital cost of the City Project, or approximately $86.5 to $129.75 million. The challenge with this approach is that, while the time line is clearly defined for the next three years (and possibly as little as two) for the completion of the NEPA process, timelines beyond that for the City Project cannot be known until during the NEPA process, and a P3 procurement could not be initiated until after that time. Also, the potential for Federal funding is unknown and uncertain, and will not begin to be considered by FTA until after the NEPA process is completed. Option 2 - Proceed with the FDOT/FTA recommended approach and City's environmental assessments, and issue a Request For Proposal for a P3 to Design, Build, Operate, Maintain, and Finance the City Project, with continual evaluation of whether to proceed outside of the Federal process Under this scenario, the City would proceed with Kimley-Horn to complete the environmental assessment for the City Project. The environmental assessment would be coordinated with FDOT in order,for the City Project to maximize eligibility for the state's New Starts discretionary capital grant funds. Kimley-Horn estimates that the environmental study will take approximately 15 months. The MOU provides the option for the City to initiate procurement, in parallel to the FDOT process. While the environmental analysis is underway, the City could initiate the P3 procurement process and issue the RFP outlined above, so that minimal time would be lost should the City decide to opt out of the FDOT recommended approach. Based on the discussions with Kimley-Horn, a P3 procurement for the City Project could be initiated in the second quarter of calendar year 2016. Once the Miami Beach environmental study is complete or 45 days after FDOT's submittal of the FTA New Starts application as outlined in the MOU, the City would evaluate the FDOT City Commission Memorandum—Discussion on Advancing the South Beach Component of the Beach Corridor Transit Connection Project December'16, 2015 Page 8 of 10 progress and then determine whether or not to continue to proceed separately with the City Project. The advantage of this approach is that it preserves the option for federal funding (if progress is being made in this regard) and allows the City to issue an RFP with the specificity needed to detail the City Project's complex requirements. Greater specificity in the solicitation documents will provide the proposers with the ability to more accurately estimate costs, thereby avoiding the need to build a risk factor into their costs. However, with respect to this Option 2, if the City enters into a final comprehensive agreement for the City Project or opts out of the FDOT/FTA process, the state's participation would be limited to a maximum of 12.5 percent of total capital cost of the City Project, and could potentially be 0 percent. Option 3— Proceed with the FDOT/FTA recommended approach and City's environmental assessments, and proceed with the Unsolicited Proposal Procurement Process for the City Project, Pursuant to Florida Statute 287.05712. As stated above, in June 2015, the City received an unsolicited proposal from the Greater Miami Tramlink Partners. While this may be the first unsolicited public-private partnership proposal for a major transit project in South Florida, an analysis of state law governing unsolicited proposals and precedent from other jurisdictions establishes that the unsolicited proposal process is a fast, competitive, and inexpensive way to procure and implement a rail project. As previously mentioned, both the Technical Advisory Committee and the Policy Executive Committee of the Beach Corridor Transit Connection Study endorsed the project moving forward as a public private partnership. In light of the unsolicited proposal the City has received from the Greater Miami Tramlink Partners, in accordance with Section 4 of Florida Statute 287.05712, if the City intends to enter in an agreement for the City Project, the City would be required to publish notice in the Florida Administrative Register and a newspaper of general circulation at least once a week for two (2) weeks stating that the City has received an unsolicited proposal and will accept other proposals for the same Project. The public notice would specify that the City will accept other proposals from qualified firms to develop the Project as a public-private partnership (P3) which meets certain minimum criteria. A copy of the notice must be mailed to each local government in the affected area. The timeframe within which the City may accept other proposals must be at least 21 days and no more than 120 days after the initial day of publication. Should the Commission wish to pursue this option, the Administration would recommend providing a 120-day timeframe for interested proposers to have sufficient time to prepare and submit a proposal for a light rail transit/modern streetcar project in Miami Beach. With this option, the City Commission is entitled to impose an application fee, to cover the costs associated with evaluation of the proposals, including the costs that may be required for Kimley- Horn to assist in the evaluation. Under this Option 3, the environmental assessment would be prepared by Kimley-Horn and coordinated with the FDOT in order for the City Project to remain eligible for the state's New Starts discretionary capital grant funds. However, as in the preceding option, if the City enters into a final comprehensive agreement for the City Project or opts out of the FDOT/FTA process, City Commission Memorandum—Discussion on Advancing the South Beach Component of the Beach Corridor Transit Connection Project December 16, 2015 Page 9of10 the state's participation would be limited to a maximum of 12.5 percent of total capital cost of the City Project, and could potentially be 0 percent. Kimley-Horn would be tasked with preparing the criteria for the evaluation of the proposals received through this process and for assisting the City with recommendations. While the Kimley-Horn agreement provides for evaluation of transit proposals, initiating the procurement process at this time would mean foregoing the work that would be done by Kimley-Horn to provide detailed specifications for the City Project, thereby potentially adding to the overall Project costs. Based on the Kimley Horn schedule, this procurement process would be approximately 6 months faster than the conventional RFP approach set forth in Option 2. DIRECT CONNECT VERSUS LOOP ALIGNMENT While the limited route along 5th Street and Washington Avenue to the Convention Center makes sense if connected to the Downtown Miami Metrorail station, should the City decide to proceed separately, one additional approach for the City Commission to consider would be to move forward with the Alton Road and 17th Street component (Phase 2 of the Beach Corridor Transit Connection Project) at the same time, to create a full circulation loop alignment servicing South Beach. The MPO Beach Corridor Transit Connection Study had recommended that the Alton Road route should be a separate phase that would operate within South Beach and not connect to the causeway. The light rail/modern streetcar could also operate as a bi-direction loop. Order of magnitude costs for this approach would be twice the amount, or approximately $40 to $50 million dollars a year for 30 years under a P3. INTERIM SHORT TERM EXCLUSIVE TRANSIT LANES ON WASHINGTON AND 5th STREET The Administration has been working with Miami-Dade County to develop a short term solution using buses with enhanced passenger amenities (e.g. WIFI, more comfortable seating) to operate in semi exclusive or exclusive lanes from downtown, along McArthur Causeway-5th Street- Washington Avenue to the Convention Center. This could be implemented as a shorter term solution. CONCLUSION The Administration firmly believes that efficient and effective mass transit service connecting Miami Beach and Downtown Miami by way of light rail transit is long overdue and vital to the economic viability, environmental sustainability, mobility, and quality-of-life of the City of Miami Beach. The MPO Study and PEC have reaffirmed the need for a light rail transit/modern streetcar system connecting the Miami Beach Convention Center to Downtown Miami and, in particular, to a regional transit hub. By way of previous Resolutions, the City Commission has directed the Administration to expedite the implementation of the South Beach component of the overall light rail transit connectivity project. At this time, the City has procured the services of Kimley-Horn to prepare the engineering and environmental studies required for transit projects, including a Miami .Beach light rail transit/modern streetcar system, and to assist the City in preparing a Request For Proposal and/or evaluating public-private partnership proposals for a light rail/modern streetcar system in South Beach. The Administration recommends approval of the MOU to permit FDOT, the County, City of City Commission Memorandum—Discussion on Advancing the South Beach Component of the Beach Corridor Transit Connection Project December 16, 2015 Page 10 of 10 Miami Beach and City of Miami to continue their collaborative efforts with respect to the Direct Connect Project, while allowing the City to proceed with the City Project based on any of the options presented above. The above Options are presented to the City Commission for discussion and a recommendation as to how to proceed. Attachments: A: Map of Recommend Route Alignment for the Beach Corridor Transit Connection B: MPO Policy Executive Committee (PEC) Resolution dated May 4, 2015 C: Tramlink Partners Unsolicited Proposal D: "Off-Wire" Light Rail Transit/Modern Streetcar Vehicle Rendering E: City Resolution No. 2015-29000 (expressing support for South Beach Component) F: City Resolution No. 2015-29083 (mode prioritization hierarchy) G: Proposed Washington Avenue Typical Section with Exclusive Transit Lanes H: PowerPoint of FDOT Beach Corridor Recommendations I: FDOT Beach Corridor Connection Study Preliminary Project Schedule J: Proposed MOU between FDOT, Miami-Dade County, City of Miami Beach, and City of Miami JLM/KGB/JRG rills - - .--' III I Z. • 1 a 1.4 AM 1111111 .....-1 12:111111111111111 ,-I _, if IA t. 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IN 1 * +l►+rri i Attachment B POLICY EXECUTIVE COMMITTEE RESOLUTION#01-15 RESOLUTION APPROVING POLICY DIRECTIVES AS HOW TO PROCEED WITH THE BEACH CORRIDOR TRANSIT CONNECTOR PROJECT CONNECTING MIAMI AND MIAMI BEACH WHEREAS,the Beach Corridor Transit Connector Policy Executive Committee was established on July 18, 2013 to coordinate amongst the stakeholders and give policy direction for the development of the Beach Corridor Transit Connector Project connecting Downtown Miami and Miami Beach; and WHEREAS, a direct transit connection between Miami and Miami Beach would reduce congestion and is a project of regional importance; and WHEREAS, it is in the interests of the residents of Miami-Dade County that the Beach Con-idor Transit Connector project move as expeditiously as possible, NOW, THEREFORE, BE IT RESOLVED BY THE BEACH CORRIDOR TRANSIT CONNECTION STUDY POLICY EXECUTIVE COMMITTEE OF THE METROPOLITAN PLANNING ORGANIZATION FOR THE MIAMI URBANIZED AREA, that the following policy directive is hereby approved. 1. The Beach Corridor Transit Connector project connecting Miami and Miami Beach shall traverse the MacArthur Causeway and shall be a direct connection between the two cities. 2. While the Beach Corridor Transit Connector project may be developed in stages, all components of the referred project must be compatible with one another in terms of design, technology, and fare collection. 3. The Beach Corridor Transit Connector project should be light rail/streetcar in nature and operate in a dedicated right of way or lane. 4. When complete,the entire Beach Corridor Transit Connector project shall be maintained and operated by one entity. 5. In an effort to expedite at least portions of the Beach Corridor Transit Connector project, the cities of Miami and Miami Beach may, in a manner consistent with State law, proceed with their own environmental analysis. 6. The Florida Department of Transportation shall coordinate with the federal government and all other interested parties in preparing overall coordination for the entire project, including alignment, technical specifications, cost allocation and revenue sharing, and recommendations for potential procurement processes. 7. The Florida Department of Transportation shall report back to the Policy Executive Committee within three (3) months as to funding for the environmental and preliminary engineering phases and the framework for a coordinated Beach Corridor Transit Connector project. At the end of one year,each City should be able to move forward independently with their portion of the project to the extent that it does not jeopardize the funding options or the ability to use federal funds to the maximum extent. The adoption of the foregoing resolution was moved by Committee Member Xavier L.Suarez. The motion was seconded by Committee Member Philip Levine,and upon being put to a vote,the vote was as follows: Committee Chairman Carlos A.Gimenez Aye Committee Member Bruno A.Barreiro Aye Committee Member Philip Levine Aye Committee Member Tomas Regalado Aye Committee Member Xavier L.Suarez Aye The Chairperson thereupon declared the resolution duly passed and approved this 4th day of May,2015. POLICY EXECUTIVE COMMITTEE OF THE METROPOLITAN PLA■ NIZATION 0 a' MIAMI. i-f- rIcLA" .• UNTY CODADS BY +- ., � �► � Zainab Salim,Clerk S` ORlp '° Miami-Dade MPO MPO Attachment C 1 1 i 1 1 R SUBMITTED TO THE CITY OF MIAMI BEACH UNDER FLORIDA STATUTE§287.05712 JUNE 2015 1 1 1 j The Miami Beach Streetcar Project An Unsolicited Proposal • • # p p BY GREATER MIAMI TRAMUNK PARTNERS: ALSTOM TRANSPORT ARCHER WESTERN CONTRACTORS 0 INFRARED CAPITAL PARTNERS JACOBS ENGINEERING GROUP INC 0 SERCO INC WALSH INVESTORS 0 1 I f 1 1 TABLE OF CONTENTS 1 A. EXECUTIVE SUMMARY 1 Al. Phase 1:The Project Page 1 A2. The benefits of the Project Page 2 B. THE PROJECT AND THE TEAM 131. The context and rationale for the Project Page 4 B2. Greater Miami Tramlink Partners:an introduction to the Team Page 5 B3. Technically qualified to deliver the Miami Beach Streetcar Project Page 8 1 B4. Track record of successful collaboration and delivery Page 11 ' B5. The P3 Structure:ideal for delivering the Project Page 12 B6. This Proposal Page 13 C. THE QUALIFYING PROJECT ' C1. Conceptual Design Page 15 1 C2. Conceptual plan for the provision of services Page 19 1 C3. Schedule for the initiation and completion of the qualifying project Page 22 I D. PROPERTY INTERESTS D. Property Interests Page 26 i E. FINANCING PLAN s' 0 El. Sources of private financing Page 27 E2. Approach to developing and implementing the financing plan Page 30 1 E3. Timeline for securing commitments and reaching financial close Page 30 E4. Public funding and actions of the City Page 32 r F. SERVICE PAYMENTS II Fl. Structure of Service Payments Page 33 0 F2. Estimate of likely range of annual Service Payments Page 34 p F3. Financial Model Assumptions Page 35 ! F4. Key payment terms to be included in the Comprehensive Agreement Page 35 1 F5. Other key business terms to be included in the Comprehensive Agreement Page 36 G. CONTACT ® G. Contact Page 38 1 ATTACHMENT 1: Estimate of likely range of annual Service Payments Page 39 1 APPENDIX 1: Team Qualifications and experience Page 40 1 • 1 --- — -- Page(i) -- -- -- II II 1 r Miami Beach Streetcar Project An unsolicited proposal 1 A. EXECUTIVE SUMMARY Greater Miami Tramlink Partners is pleased to submit this unsolicited proposal to the City of Miami , Beach pursuant to Florida Statute§287.05712("Proposal")for the development of the Miami Beach Streetcar Project as a public-private partnership("P3"). This is a proposal to work in partnership with the City of Miami Beach to develop a modern,fully integrated energy-efficient streetcar system using state-of-the-art technology that will provide far reaching benefits to the City of Miami Beach—its residents, business community and visitors. The City of Miami Beach Streetcar Project will reduce congestion,improve transit mobility,enhance economic growth and give effect to the transit-oriented development aspirations of the community, in the short term within Miami Beach,and in the longer term within the Greater Miami community. This Proposal is submitted by a team comprised of Alstom Transport,Archer Western Contractors, InfraRed Capital Partners,Jacobs Engineering Group,Serco Inc.and Walsh Investors. The team members of Greater Miami Tramlink Partners are strategically partnered for the Project,bringing a global transportation perspective and track record of collective experience. This team has the I capabilities to work in a successful partnership with the City of Miami Beach on all aspects of the Project to develop and deliver a reliable transit streetcar system that provides value for money. The development of this Project is core to the expertise and corporate priorities of each member of Greater Miami Tramlink Partners. In submitting this unsolicited proposal,we invite the City of Miami Beach to recognize the role Greater Miami Tramlink Partners can play in helping the City realize its unique public transportation ambitions— and allow us to apply our collective expertise to create a transformative opportunity for sustained growth within the City of Miami Beach. Al. Phase 1: The Project This Proposal offers to develop the Miami Beach Streetcar Project as the first phase of a broader program referred to hereinafter as the Beach Corridor Transit Connection Project. The Miami Beach Streetcar Project will be the first of 3 phases currently contemplated within the Beach Corridor Transit Connection Project: • Phase 1:the Miami Beach Streetcar Project(this Project); • Phase 2:the Miami Streetcar Project(connecting downtown Miami to the design district);and • Phase 3:the MacArthur Causeway Corridor Project(connecting Phase 1 and Phase 2). The Miami Beach Streetcar Project will serve the Miami Convention Center district and then travel south to serve Washington and 5th Street on an exclusive right-of-way utilizing a fully wireless technology. This will be the first fully wireless streetcar system in the United States. The development of the Project in the manner set out in this Proposal will not limit the flexibility of the City of Miami Beach(or Miami-Dade County)to make decisions about the technology,funding or procurement options related to future phases of the Beach Corridor Transit Connection Project. The proposed design and implementation of the Project will preserve technological compatibility and connectivity with future phases. The Miami Beach Streetcar Project will be a feasible standalone project that will operate independently until Phases 2 and 3 of the Beach Corridor Transit Connection Project are developed. l - - - - Page 1 -- --- - --- I Miami Beach Streetcar Project An unsolicted proposal A2. The benefits of the Project The Miami Beach Streetcar Project will provide far reaching benefits to the City of Miami Beach: • Reduce traffic congestion • Improve transit mobility • Provide a safe and reliable transportation alternative for commuters, residents and visitors • Protect and enhance economic growth and viability of the City of Miami Beach and surrounding communities: o Jobs and skills creation during all project phases o Promote a diverse workforce o Provide access to local and minority businesses during construction,maintenance,and capital asset replacement work o Stimulate real estate and retail growth,along the alignment • Enhance accessibility and connectivity including to the soon-to-be renovated City of Miami Beach Convention Center and hotel • Facilitate urban integration and landscaping redevelopment with green space and potential pedestrian commercial area • Delivery as a P3 will ensure best practices in financing,design,construction and long-term operations and maintenance are applied to deliver real.value for money to the City: o Risk transfer to the private sector that provides(among other things)greater cost and timing certainty than achieved through traditionally procured projects o Long-term commitment from the private sector to maintain consistent high quality infrastructure and services from the first day of revenue service through hand back at the end of the term of the Comprehensive Agreement o Provide value to the City of Miami Beach through innovative design,construction, operations and maintenance techniques and strategies as appropriate to enhance asset value • Deliver proven state-of-the-art technology to meet the City's environmental requirements while not compromising design and style o Leading,state of the art proven wireless technology suitable for local climatic conditions (flooding,tropical climate,heavy rain) o Customizable and modern full low floor vehicles providing safe and easy access o Minimal urban impact with blended stations, possible green track and tree preservation • As the first fully wireless streetcar system in the United States,Miami Beach will be recognized for its innovative approach towards traffic management and transit development • Feasible stand-alone project that can operate independently until Phases 2 and 3 of the Beach Corridor Transit Connection Project are developed—and will not limit any future choices or options for technology or funding of such future phases • As the first phase of the broader program,the implementation of the Miami Beach Streetcar Project will provide the momentum required to establish a user base and framework for the future development of Phases 2 and 3 of the Beach Corridor Transit Connection Project __ - Page 2 ___ ____ _. • 1 Greater Miami Tramlink Partners 1 0 The Project will provide a transformative opportunity for the City of Miami Beach. These before and after photographs illustrate the positive impact of change on the City of Bordeaux (France)through the introduction of the Bordeaux City Streetcar project which has transformed the city center—reducing congestion and providing a reliable,safe, streamlined transit alternative to residents, ) commuters and visitors. Photo 1. City 61 Bordeaux before Streetcar i [ I i 1 .,, ifilitt, if I # I f _ ,' 1 tt I -- - - II I I .._. 1► , II •x .... • .w. . ,. ^., per � f' a 4iiir*,,,,,..,. la I N A 1t it!J i I .... I i , 1111 , fit e, 4 ,� f V t ow II 1111 . Iar a I • Miami Beach Streetcar Project. I An unsolicted proposal B. THE PROJECT AND THE TEAM B1. The context and rationale for the Project Within 5 years of the City's incorporation in 1915,electric streetcars were rolling through the streets of Miami Beach. The streetcar system,operated by Carl Fisher's"Miami Beach Streetcar Company," allowed passengers to travel across the MacArthur Causeway,then north from South Beach to Dade Boulevard for a modest fare of 10 cents. A lot has changed in the last one-hundred years.. Most notably,the City of Miami Beach has become a regional economic driver and top international destination,attracting millions of visitors each year. With its growing reputation,the City has also attracted millions of vehicles onto its roadways,making Miami-Dade County one of the most congested metropolitan areas in the US. Meanwhile,Carl Fisher's once-thriving streetcar system has disappeared. Local officials have long recognized the need to re-build a streetcar system that connects the cities of Miami and Miami Beach and alleviates traffic congestion in the busy South Beach district.Over the last 27 years,four separate studies have examined the implementation of a streetcar system that extends into Miami Beach. These studies have generated significant support amongst political leaders and the general public.In November 2004,for example,the residents of the City of Miami Beach approved the streetcar concept in a non-binding straw vote.Yet despite the numerous studies and expressions of public support,the Miami Beach streetcar system has not moved forward,in part because it has historically been viewed only as part of the larger,more expensive Baylink project—rather than a viable standalone project that could be developed as the first phase of a broader program. Today,the City of Miami Beach is at a crossroads. Traffic conditions in the City are extremely challenging,and they are expected to worsen as the City attracts more residents,tourists, and businesses. According to the Beach Corridor Transit Connection Study dated September 24,2014 prepared by Gannett Fleming,building permits in the City increased by nearly 25%between 2010 and 2012;the number of hotel rooms in the City increased by 19%between 2007 and 2012;and the number of jobs on South Beach increased by 19.5%between 2007 and 2012. In addition,the City Commission has recently approved an ambitious program to renovate the City of Miami Beach Convention Center and add an 800-room convention center hotel. While these developments present exciting opportunities for growth,they will also create additional pressure on the City's already-strained transportation system. Recognizing the critical need for a streetcar solution in Miami Beach, local leaders—including City of Miami Beach Mayor Philip Levine and Miami-Dade County Mayor Carlos Gimenez—have led an effort to adopt a phased implementation for the Baylink project. This allows the City of Miami Beach to elect to proceed with its streetcar project immediately. This phased approach has been endorsed by the Policy Executive Committee(PEC)created as part of the Beach Corridor Transit Connection Study,as well as the Miami Beach City Commission. During its Transportation Workshop on March 18,2015,the City Commission expressed a desire to reduce reliance on personal vehicles in Miami Beach and directed the City administration to identify funding to construct a modern wireless streetcar/light rail solution from 5th Street through Washington Avenue up to the Miami Beach Convention Center. This Proposal,to develop the Miami Beach Streetcar Project as Phase 1 of the Beach Corridor Transit Connection Project, is designed to provide immediate traffic congestion relief and address the transportation priorities Page 4 I Greater Miami Tramlink Partners 0 ' expressed by the PEC,the City Mayor,City Commission and most importantly, by the Miami Beach ' community. Further,the solution described in this proposal is consistent with other PEC recommendations for exclusive right-of-way,full wireless solution,compatibility with future phases of the Beach Corridor Transit Connection Project and in respect of track alignment. B2. Greater Miami Tramlink Partners: an introduction to the Team 0 Named to convey the core principles of our project philosophy,approach to teamwork and commitment ' to the City of Miami Beach,Greater Miami Tramlink Partners is highly qualified and capable of delivering the Miami Beach Streetcar Project as the first phase of the Beach Corridor Transit Connection Project. The members of Greater Miami Tramlink Partners offer the City of Miami Beach extensive experience in the successful delivery of comparable P3 transportation projects and are committed to working alongside the City to progress this proposal and provide best value in design,finance,construction,and the long-term operations and maintenance of the Project. II Table B2:Name and role of entities forming Greater Miami,Tramlink Partners r Entity Proposed role Alstom Transport SA Minority equity investor 0 ("Alstom Transport") 0 Alstom Transportation Inc • Leader of the EPC Contractor and responsible for streetcar vehicles, , ("Alstom Transport") electrification,systems integration,traction power supply,SCADA,train control, communications,depot equipment and any such other similar systems 1 • Maintenance subcontractor responsible for all preventative and long-term 1 maintenance and rehabilitation II Archer Western Contractors,LLC , EPC Contractor member responsible for the civil infrastructure II ("Archer Western") - (together with Alstom Transportation hereinafter referred to as the"EPC Contractor") • InfraRed Capital Partners Limited Developer and majority equity investor t acting in its capacity as manager r for and on behalf of each of the several limited partnerships 0 constituting InfraRed r Infrastructure Fund III("InfraRed" Jacobs Engineering Group,Inc Lead Engineer ! ("Jacobs") 0 .Serco,Inc("Serco7 Operator Walsh Investors,LLC - - - - Minorityequity investor(and affiliate of Archer Western Contractors) ® ("Walsh Investors") (together with Alstom and InfraRed hereinafter referred to as the"Equity Investors") ® A brief description of each entity is set out below. A more detailed description of each entity • 0 together with qualifications and relevant credentials are set out in Appendix 1. An organizational chart, illustrating how the members of Greater Miami Tramlink Partners propose to work together 1 on this Project is set out in Section B5(The P3 Structure:ideal for delivering the Project). • II - Page 5 --- -— ----- --— II • I Miami Beach Streetcar Project j An unsolicted proposal i i Alstom Transport is a global team of more than 30,000 rail transportation , A M experts in over 60 countries,and the only transportation company with LST i lines proven capabilities in all the main rail disc includin rollin disciplines including g stock, infrastructure,signaling,telecommunications,modernization and maintenance services,and system integration. Alstom are also one of the few remaining companies in the United States with a rail history that goes back more than 100 years and continues to this day with a dedicated team of more than 1,000 people. Alstom Transport's multidisciplinary knowledge and experience enables them to project- manage the complete delivery of light rail systems,including design,procurement,construction management,testing,commissioning,and overall project integration and coordination.Alstom Transport is also able to apply those same skills to detail-engineer,procure,and install each of the key electro-mechanical sub-systems(vehicle,track,electrification,signaling and telecommunications)while its expert knowledge as a supplier of each of those systems allows us to leverage specific optimizations across the whole rail system. With the largest range of products and services in the rail transportation market,Alstom Transport has been involved,during the last 20 years,in major turnkey projects around the world including the construction of 15 new metro lines, 18 new streetcar/light rail lines(in 17 cities, ' 10 countries and 5 continents)and the delivery of complete high speed rail systems.These projects have been delivered through all types of procurement schemes(design-build,design-bid-maintain,design- bid-operate-maintain,and design-bid-finance-operate-maintain). Alstom Transport is one of the top P3 railway concessionaires in the world,with a track record of 13 P3 rail transportation projects that are under construction or in operations. III li j Established in 1983 in Miami,Archer Western Contractors is a general contracting, lay construction management,and design-build firm headquartered in Atlanta,GA. Archer Western is the largest subsidiary of The Walsh Group, ranked by Engineering Archer Western News-Record(ENR)in 2014 as the 15th largest national contractor,the largest bridge contractor,and second largest domestic heavy contractor in the nation. Archer Western is well- established in the transit industry,having completed nearly$4B in transit projects across the country, including new lines and stations,tunnels and underground facilities,and grade separation projects. Archer Western has completed projects for public entities such as SunRail(Central Florida Rail Corridor) Dallas Area Rapid Transit;Charlotte Area Transit System;Chicago Transit Authority;Metropolitan Atlanta Rapid Transit Authority;and Valley Metro Rail. The nearly$1B DART Green Line Program,a signature project,was delivered using the Construction Manager/General Contractor(CM/GC)delivery method and involved more than 25 miles of new track and associated stations with worksites in urban neighborhoods along an active railway corridor. Archer Western is one of the largest construction employers in the State of Florida,maintaining a regional office in Tampa,and brings local relationships with material suppliers and subcontractors to this Project. InfraRed Capital Partners Limited is widely acknowledged as one of the A I ref raRed most experienced development infrastructure investment teams in the market with an investment track record of nearly 20 years during Capital Partners which time InfraRed has committed more than US$1.2B of equity to the development and financing of more than 50 P3 around the world,with a collective capital value in excess of US$25B. Developing and raising finance for large transportation projects is a key focus for InfraRed. In the US this year alone,InfraRed was the co-developer and a majority equity investor In the Portsmouth Bypass Project that reached financial close in April 2015 and is the preferred proponent on the SH 288 project due to reach financial close later this year. In the rail sector, InfraRed has proven skills in identifying,structuring and managing the key financing risks involved in rail transportation schemes. InfraRed was the lead equity investor in the Dutch High Speed Rail project—a 25-year — Page 6 -- — -- ______ _— 1 Greater Miami Tramlink Partners availability concession to design,construct,finance,operate and maintain 100km of high-speed rail between the Amsterdam and Belgian border and the largest P3 project signed in the Netherlands. This project has been successfully operating since 2005. Lead Engineering firm,Jacobs, brings the best in planning and design JACOBS practices from its diverse experience engineering small transit extensions to complex,New Start-type start-ups worldwide. Jacobs has partnered to deliver transit programs 1 through alternative delivery in the US and abroad. Jacobs is ranked 2nd among U.S.design firms and with over 50,000 employees is one of the largest professional services firms in the world.Jacobs 1 _provides a full range of consultant planning,design,program management,and construction I management services to the rail and transit industry.Jacobs works for agencies and partners with / contractors on major transit projects nationwide including: NYC MTA(Metro-North, Long Island Rail Road,and NYC Transit),AMTRAK, NJ TRANSIT,SEPTA, PATCO,Port Authority Allegheny County, MBTA, CTA,METRA,CSX, MARTA, Maryland MTA,WMATA,Valley Metro,Los Angeles MTA, BART,Caltrain. 1 With over 250 rail professionals in the East Jacobs has strong experience in designs for streetcar, light rail and heavy rail project with a wide variety of rail line structures, buildings/stations/yards and shops, parking facilities,track,traction power systems(substations,third rail,and catenary systems),and 0 signals and communications systems.Jacobs also has in-house specialists with expertise in construction 1 staging,constructability,construction management,operations analysis and planning,computer 1 simulation,value engineering,and cost estimating.Jacobs'vast experience working in the transit and railroad environment demonstrates that our designs are sensitive to railroad operations.Jacobs has a large engineering presence in Florida with offices in the Miami area that have local roadway,drainage 1 and traffic design expertise. I Serco is an award-winning international service provider with worldwide I se r expertise in the transformation and delivery of public services in the 0 transportation,air traffic control,aerospace, healthcare,homeland security, and defense markets.Serco Inc.is the Americas division of Serco Group, PLC,and is headquartered in I the greater DC-metro region.Operating in over 40 countries,Serco's 122,000 employees work in 0 partnership with customers to pursue continuous improvement,overcome challenges and manage I effective change through employment of operational and maintenance skills that enhance asset service delivery and life-cycle optimization. In the transportation market,Serco is a global leader in the 0 planning,development,operation and maintenance of transportation systems.Serco's world-wide portfolio of transport systems includes the operation of award winning rail,metro and bus services, 6 strategic and local traffic network management systems and intelligent transport systems across the globe. With contracts dating back over 25 years,close to 10,000 current rail employees,O&M P responsibilities for over 7,145 miles of rail,the management of 684 stations,672 trains and 19 depots, 0 and transporting more than 350 million passengers per year, it is evident that Serco has one of the most 0 established track records in transit operations in the world. 11: ! Walsh Investors is an investment and development organization owned by the Walsh family,owners of The Walsh Group,which is a privately held 0 company.Walsh Investors,through direct investment,various partnerships and joint ventures,has developed or invested in numerous industrial, 0 commercial,residential,social and civil infrastructure projects throughout the United States and Canada. By exclusively investing in projects developed and/or constructed by affiliated Walsh entities, Walsh Investors demonstrates its financial commitment to the underlying project and its long-term II clients.Walsh Investor's guiding principle is to hold equity investments for the long term and remain one lio of the client's primary points of contact throughout the project term. I _ Page 7 ��_._.._.�__ k a Miami Beach Streetcar Project 1 An mulcted proposal 1 B3. Technically qualified to deliver the Miami Beach Streetcar Project The members of Greater Miami Tramlink Partners are transit experts and leaders in their respective fields, possessing the collective technical skills to deliver the Project to the City of Miami Beach. Design Lead Engineering firm,Jacobs, brings the best in planning and design practices from its diverse experience engineering small transit extensions to complex new systems worldwide.Jacobs' experience in streetcar, light rail transit,commuter rail, bus rapid transit,and guided busway evidences the breadth of its experience,from the alternatives analysis/environmental process,through FTA funding submittals, to design and construction phase services. Engineering - Procurement - Construction (EPC) Our EPC Contractor is comprised of Alstom Transport as the leader of the EPC possessing worldwide leading expertise in streetcar design and construction,as well as full turnkey experience on all railway systems together with Archer Western who have proven capabilities delivering complex mass transit and rail projects. rt In Dallas,Archer Western constructed two segments($423M, 12.3 miles and$471.4M, 12.5 miles, respectively,totaling$894M for 24.8 miles)for the Green Line LRT Expansion,closely coordinating throughout design and construction with DART(the owner)and the final designer/construction manager (our Lead Engineering firm,Jacobs). / , ,-- -T , -- `` The$594M,8.6-mile p - t Jerusalem light rail 4 , f streetcar project-the first ilk high-capacity start-up line _� j _.A ' in Israel-was delivered as i . ,,,� a DBFOM by Alstom,as the .,r.--- iii, - lead of the CityPass. � t � ;,�, , jr".7—' „• consortium. Extensive :::714',. ` external constraints (permitting; police and fi :� ; ,, security; significant ` `-i. tkik lit, \\,.. 11* . `'3 -. --- �.- - historical and - ' - •.• • - archaeological(ancient) =--._ • features; religious WW11 - ,.311Itusa ~ - customs;traffic and pedestrian access and flow;foundations,and other structures; power requirements to negotiate steep grades)were expertly resolved and coordinated in this highly-densified urban environment with multiple stakeholders and jurisdictions. Alstom Transport's design-build scope was fully integrated with the O&M early on, and skillfully addressed many complex, management and technical challenges, including system engineering; design, supply,installation,testing and commissioning,and maintenance of rolling stock(46 Alstom Citadis'full low-floor light rail vehicles);8.6 miles of double track works placed using Alstom's Appitrack'”fast track- laying technology;traction power supply(12 substations);signaling;communications; and the maintenance and storage facility equipment and utilities. Page 8 Greater Miami Tramlink Partners 1 Rolling Stock—wireless streetcar vehicles Alstom Transport is the world's leading supplier of proven, in-service wireless transit vehicle solutions, having been first to successfully deploy the ground-level power supply system (Aesthetic Power Supply ' or"APS"), battery,and super-capacitor technologies,either separately or in combination. Alstom Transport has assisted owners in developing specifications and procurement documents for purchasing wireless streetcar vehicles. Alstom Transport's ground level power supply system—APS-is a service-proven solution with more than 12 years in different continents and climatic conditions for wireless streetcar operation which preserves the aesthetics of city centers, reduces streetcar systems footprint by eliminating poles, and optimizes safety and operation reliability.The key advantages include no electrical power limitation, no risk of running out of power in degraded operation mode,full compatibility with all types of road and track-bed surfaces,and easy line extensions. ) Alstom is unsurpassed in providing leading-edge,wireless vehicle technology, proven in operations and in service for more than 10 years. No other wireless vehicle supplier can make this claim. In 2003, Alstom designed, manufactured,supplied, installed,tested,and commissioned, initially a total of 38 (then extended to 100)Alstom Citadisn' low-floor,wireless light rail vehicles for the City of Bordeaux, • France to operate on 9+miles of double track using Alstom Transport's APS technology.The success of this 10+year operation has led other cities(Orleans,Angers, Reims, Dubai,Cuenca, Rio Porto Maravilha, Lusail and Sydney)to order Alstom Citadisnd streetcars with APS technology, resulting in the delivery of more than 88 streetcars and 146 more on order. E L, I in• ""• 14-41 Lt? j Al I:"mow" 1 Photo 4. Bordeaux Streetcar Project Alstom Transport is currently servicing more than 1,700 streetcars in 50 cities worldwide; carrying in excess of 6 billion passengers transported over 800 million kilometers since 2000, more than 18 million kilometers travelled using Alstom's wireless APS system. Page 9 I • Miami Beach Streetcar Project An unsolicted proposal I Operations and Maintenance 11 Serco,our Operator, is a global leader in the operations and maintenance of passenger transport services. Serco's portfolio across the transport mediums of rail,light rail, bus and ferry deliver key , transport performance outcomes aligned to customer demands and requirements.Alstom Transport will provide all maintenance and rehabilitation of the system as a subcontractor to Serco. Serco and Alstom Transport work together on the Dubai Streetcar Project and the Caledonian Sleeper trains in 1 Scotland. This history of collaboration and high performance will continue on the Project. , Alstom Transport has an important portfolio of long term performance based contracts;with availability, reliability and passenger comfort requirements,to maintain rail infrastructure and rolling stock in over 1 15 countries. Nearly 7,000 vehicles, running over 2.5 million kilometers each day,are currently being maintained by Alstom's staff of more than 6000 employees in the world. 1 In North America,Alstom Transport's Chicago Site is a center of excellence for fleet modernization and 1 maintenance activities. Over 5,000 vehicles have been overhauled and modernized by Alstom Transport over the past 30 years in the United States. Alstom Transport is global leader in fleet maintenance services and has acquired a significant experience in North and South America through the following long term maintenance contracts:Chile(Santiago, lines 1,2&4&Valparaiso), Mexico City(line 12), Mexico(KCS Freight locomotives) Brazil(Metro Brasilia), Panama City, BNSF(freight locomotives), 1 Ottawa Light Rail,Canada Pacific(Freight Locomotives).Alstom Transport has also developed innovative 1 solutions in the USA to help rail operators such as Amtrak, New Jersey Transit and San Francisco 1 Municipal Transportation Agency to optimize the management of their fleet assets. 1 Project financing These technical skills are supported by the project financing expertise of InfraRed—a dedicated developer of,and investor in,infrastructure projects. The project financing capacity of Greater Miami Tramlink Partners is further detailed in Section E(Financing Plan) below. I I i Photo 5: Reims LRT -an exam0e.,pf,&lstom Transport's ground level power supply system (APS)successfully in operation ,o,111 . - 111 k :_.....• ,„...,iirr---- .,,,,,„ 4,000..... r , Reims Metropole selected Alstom for their light rail transit system specifically for the proven ability to provide wireless technology under a DBFOM delivery mechanism,since preservation of the unique city center identity was all•important Page 10 I 1 Greater Miami Tramlink Partners 1 1 B4. Track record of successful collaboration and delivery 1 In addition to the individual track record of each DUBAI STREETCAR PROJECT: I AN Greater Miami Tramlink Partners has AN ALSTOM AND SERCO COLLABORATION 1 significant experience collaborating,on past and Serco and Alstom together deliver the operations 1 current pursuits of comparable transportation and and maintenance of the Streetcar in Dubai,United transit projects, both globally and within North Arab Emirates since revenue services began in 1 America. November 2014. These past experiences are important because the This is the world's first streetcar project entirely ) complexity and scope of the Miami Beach Streetcar powered by a ground-level power supply system Project demands a sophisticated and organized (Aistom's APS technology). Alstom delivered the Dubai streetcar to the Emirates'exacting I approach that has been tested and proven on specifications,providing a unique and world-class similar successful projects. Greater Miami Tramlink system that reflects the identity of their city. Alstom 1 Partners intends to leverage the value of these managed and delivered the world's first fully p existing relationships and shared experience for the wireless,$946M,9.1-mile streetcar system via 4 benefit of the City of Miami Beach for this Project. design-build delivery. I The Dubai streetcar project provides an illustrative Serco provides operations for all assets of the and relevant example of a current successful streetcar system,including the fare revenue system. partnership between Alstom and Serco on a The Dubai Streetcar connects to Serco's other 1 comparable streetcar P3 project. regional operations for the Palm Jumeirah Monorail, the Dubai Metro,and the Dubai bus system.Serco This current success story of collaboration and recruits and trains local personnel to operate this p certainty of delivery will (among other things) high performing system. / provide assurance to the City of Miami Beach that it Serco and Alstom fully coordinated during testing to will derive real value from the experience of deliver a high quality and sustainable integrated / Greater Miami Tramlink Partners in delivering this premium transit service.The team's ability to 1 Project. understand what Dubai considers as important aspects of their culture,coupled with the state of the I art,fully wireless technology,establishes the first �. premium transit service of its kind in the world. Dubai selected the diamond,as designed into the P nose of the streetcars,to represent their eminence. ! This jroect is relevant to the proposed Mia i Be cJi P . Streetcar: i—, it - 1 Fully wireless,sustainable technology to I . . -� , .reserve view sheds and passenger corn ort :--- i k -,ed infrastructure,rolling stock,a II `' t, _ . d i •. • I environment and cu re op•ra ior143' w ,,;,��reequireme s - _ integrated .I • Streetcars customized to meet local conditions I • Alstom and Serco are providing operations and maintenance for 30 years. I Photo 6' Dubai Streetcar Project I I -- Page 11 k Miami Beach Streetcar Project An unsolicted proposal B5. The P3 Structure: ideal for delivering the Project This is a proposal to deliver the Miami Beach Streetcar Project as a P3. Greater Miami Tramlink Partners believes an availability based P3 structure is the best model for delivering this Project because it will deliver the best value for money for the City of Miami Beach through efficient risk sharing and private sector expertise and innovation. This Proposal contemplates following a typical P3 structure to develop and implement the Project. This structure is illustrated below which importantly for the City of Miami Beach—provides a single point of responsibility for the financing,design,construction and long-term operation and maintenance of the Project. Each phase of the Project's development will be performed by leading transportation experts with the collective skills to deliver and meet the expectations of the City of Miami Beach. Diagram 85:Proposed organizational structure . , BEACH EQUITY INVESTORS !•� InfraRed ALSTOM i r EPC CONTRACTOR OPERATOR A LSTC7'M 4%fl. S e r'c 0 Aachen Western MAINTENANCE LEAD ENGINEER SUBCONTRACTOR JACOBS A LSTO M This proposed organizational structure is designed to(among other things)optimize the core expertise residing within each member of Greater Miami Tramlink Partners and allocate risk and responsibility to the party best able to mitigate such risk and perform such responsibilities. The participation of Alstom Transport(Equity Investor, EPC Contractor member and maintenance subcontractor)and Walsh/Archer Western (Equity Investor and EPC Contractor member) in different capacities in each Project phase is an important part of this structure, providing an alignment of interests in the successful long-term performance of the Project and commitment of the partners. Prior to entering into the Comprehensive Agreement,it is intended that Greater Miami Tramlink Partners will work together as an unincorporated bidding consortium to develop an integrated technical proposal and secure private financing necessary to develop the Project. Page 12 1 i Greater Miami Tramlink Partners i 1 On or before entering into the Comprehensive Agreement,the Equity Investors will establish a single I purpose limited liability company to enter into the Comprehensive Agreement with the City of Miami Beach,which shall be wholly-owned by the Equity Investors or their affiliates(the "Project I Company"). The Project Company will be solely responsible for discharging all obligations of the I private entity under the Comprehensive Agreement. The Project Company will enter into various ! project and finance agreements to enable it to fully comply with such obligations under the Comprehensive Agreement,including: • An agreement with the EPC Contractor(the"EPC Agreement")-The EPC Contractor will be a joint venture between Alstom Transport and Archer Western and will,through self-performance and project management,carry out all activities necessary to deliver the Project(including t design,construction,systems integration,provision of rolling stock)in compliance with the Comprehensive Agreement. Alstom Transport and Archer Western will be jointly and severally liable to the Project Company for the performance of the EPC Agreement.The EPC Agreement will(among other things)require the EPC Contractor to design,construct and deliver the Project for a fixed price by a date to be agreed. The EPC Contractor will execute various key subcontracts which will include a key design subcontract with Jacobs Engineering. 1 • An agreement with the Operator(the"Operations and Maintenance Agreement")-The Operator will be Serco who will,through self-performance and project management,carry out all operations,maintenance,and rehabilitation necessary to comply with the Comprehensive Agreement. The Operator will execute various key subcontracts which will include a key maintenance subcontract with Alstom Transport. II • Financing agreements with the lenders. A strict communication protocol will be defined among team members to achieve unity of - • leadership,effective progress monitoring,and compliance with terms of all relevant project and financing agreements.The Project Company,acting through a chief executive officer,will be the single point of contact with the City of Miami Beach once the Comprehensive Agreement is II executed. 1 B6. This Proposal 1 e This proposal is submitted to the City of Miami Beach pursuant to Florida Statute§287.05712 and does not constitute a binding offer capable of acceptance at this time. This proposal meets the threshold criteria of Florida Statute§287.05712 as set out in Section 1(h)and • II (i)(Definitions),Section 5(Project approval requirements)and Section 6(Project qualification and 1 process)of the statute—and identified in Table A7 below. Table 86:A Proposal for a Qualifying Project under Florida Statute§287.05712 t Florida Statute§287.05712 This Proposal Section 1(h)'Pro ser means a plan for a qualifying "fixing cost"Refer to Section F(Service Payments) ( ) Po P q fY� 9 9 ( ym ) • project with detail beyond a conceptual level for which . "payment schedules"Refer to Section F(Service Payments) terms such as fixing costs,payment schedules, " financing,deliverables,and project schedule are "financing"Refer to Section E(Financing Plan) I defined. "deliverables"Refer to Section C3(Schedule for the initiation and 0 . completion of the qualifying project) '"project schedule"Refer to Section C3(Schedule for the initiation II and completion of the qualifying project) 1 Page 13 ---- — ____ - i I Miami Beach Streetcar Project I An unsolicted proposal Florida Statute§287.05712 This Proposal Section 1(i)(1)°Qualifying project"means(1)A facility or This proposal sets out a plan for a streetcar system servicing the project that serves a public purpose,induding,but not City of Miami Beach—which is a qualifying project under multiple limited to,any ferry or mass transit facility....rail facility categories defined in Section 1(i)(1)—being a"mass transit or project,....or any other public facility or infrastructure facility...rail facility or project or any other public facility or that is used or will be used by the public at large or in infrastructure that is used or will be used by the public at large or in support of an accepted public purpose or activity; support of an accepted public purpose or activity". Section 5(a)°A description of the qualifying project, Refer to Section C(The Qualifying Project) including the conceptual design of the facilities or a conceptual plan for the provision of services,and a schedule for the initiation and completion of the qualifying project." Section 5(b)"A description of the method by which the Refer to Section D(Property Interests) private entity proposes to secure the necessary property interests that are required for the qualifying project." Section 5(c)"A description of the private entity's general Refer to Section E(Financing Plan) plans for financing the qualifying project,induding the sources of the private entity's funds and the identity of any dedicated revenue source or proposed debt or equity investment on behalf of the private entity." Section 5(d)'The name and address of a person who ; Refer to Section G(Contact) may be contacted for additional information concerning the proposal." Section 5(e)'The proposed user fees,lease payments, ; Refer to Section F(Service Payments) or other service payments over the term of a comprehensive agreement,and the methodology for and circumstances that would allow changes to the user fees,lease payments,and other service payments over time.° Section 6(b)(3)(c)The responsible public entity must ^ 'professional qualifications'Refer generally to Section A(Executive In ranking the proposals,the responsible public Summary)and specifically to: entity may consider factors that include,but are not • Section B2(Greater Miami Tramlink Partners:an introduction to limited to,professional qualifications,general business the Team); terms,innovative design techniques or cost-reduction • Section B3(Technically qualified to deliver the Miami Beach terms,and finance plans. • Streetcar Project); • Section B4(Track record of successful collaboration and delivery); • Section B5(The P3 Structure:ideal for delivering the Project); • Appendix 1 (Team qualifications and experience);and "general terms"general business ter Refer to Section F4(Key payment terms to be included in the Comprehensive Agreement)and Section F5(Other key business terms to be included in the Comprehensive Agreement) "innovative design techniques or cost-reduction terms"Refer to Section C(The Qualifying Project) "finance plans"Refer to Section E(Financing Plan) Page 14 1 Greater Miami Tramlink Partners C THE QUALIFYING PROJECT A DESCRIPTION OF THE QUALIFYING PROJECT,INCLUDING THE CONCEPTUAL DESIGN OF THE FACILITIES OR A CONCEPTUAL PLAN FOR THE PROVISION OF SERVICES,AND A SCHEDULE FOR THE INITIATION AND COMPLETION OF THE QUALIFYING PROJECT Miami Beach,due to its unique location is well aware of the effect that climate change may bring and its potential impact on(among other things)new and existing infrastructure. The City has demonstrated an } increasing commitment to carbon critical thinking and sustainability when providing services for the many residents and visitors to the City. Our vision for the Miami Beach Streetcar is an ecofriendly, sustainable project that will provide a transformative transport solution to the people living,working or visiting Miami Beach. The traveler will utilize a modern comfortable streetcar system,electrically fed, perfectly integrated within the visual environment(with no poles or electrical wires)allowing people to move easily,safely and quickly within south Miami Beach. It is important to note that the development of the Project as set out in this proposal will not limit the flexibility of the City of Miami Beach(or Miami-Dade County)to make decisions about the technology related to future phases of the Beach Corridor Transit Connection Project. The proposed design and ! implementation of the Project will preserve technological compatibility and connectivity with future phases because the proposed technology is compatible with vehicles produced by competitor suppliers. Further,the solution described in this proposal is consistent with other PEC recommendations for exclusive right of way,full wireless solution and in respect of Direct Connection(DC)track alignment as defined in the Beach Corridor Transit Connection Study dated September 24,2014. • 1 n Cl. Conceptual Design P Track alignment ' The Miami Beach Streetcar Project will serve the south Miami Beach area, providing: ® • Loop connection from 5th Street to the Convention Center through Washington Avenue; • Exclusive right-of-way,no shared lanes; • Between 8 to 10 simple and integrated stations evenly distributed to serve Miami Beach points of interest,taking into consideration strategic future development;and • • Future linkage to the future Beach Corridor Transit Connection, without operation disruption on 1 the existing Miami Beach Streetcar alignment. Streetcar features tb The Miami Beach Streetcar Project will use the best in class streetcar vehicles: • Modern,aesthetically pleasing,and extendable to allow future ridership growth; • Full low floor(no interior steps or ramp,easy onboard circulation with spacious access areas) wide slide doors each side to facilitate full access for all users, particularly bicycles and mobility challenged patrons,ADA compliant(perfect alignment between platform and the streetcar); • Designed to enhance passenger experience with passenger information system, modern lighting,and increased visibility inside and outside the streetcar; • Able to be driven in both directions(bidirectional);and 1 f. ----- Page 15 Miami Beach Streetcar Project An unsolicted proposal 4 4 • Designed and styled to represent the iconic individual identity of Miami Beach: through a collaborative and interactive process, shape (streetcar front end), interior arrangement (seats, perch,bicycles racks)material,color,and external livery will be jointly defined. 1 Wireless solution 4 The Miami Beach Streetcar will preserve the aesthetical environment by use of a fully wireless solution 1 (wireless means no overhead wire—also referred to as"off-wire"or"catenaryless"or"catenary-free"or 1 "wire-free")along the whole alignment,that will allow seamless visual and aesthetic integration.Such a solution will also preserve a rich landscape in the city, by keeping the existing palm trees,and also prevents potential electrical hazards(such as with emergency vehicles,or double deck bus). In addition, 1 during hurricane season and other periods of high wind,the wireless system will not impinge the normal operation of the streetcar. Alstom Transport has implemented all the existing wireless technologies currently in service in dozens of locations around the world: • Ground-level power system is based on a continuous power supply by a rail located between the running rails: o The power is continuously supplied to the streetcar vehicle through a segmented street- level power rail embedded between the running rails in the axis of the track; o It can operate in harsh climatic conditions such as extreme temperatures,humidity,heavy rain,while maintaining full onboard utilities such as air conditioning in extremely high temperature; o There is no electrical power limitation, no risk running out of power in degraded operation mode. • Onboard energy storage system is based on on-board energy storage,with batteries and/or super-capacitors: o Energy stored in super capacitors allows the streetcars to run from station to station but the streetcars need to be electrically recharged at each station.These systems are designed to cope with limited disruption in traffic without impacting performance,however,if the streetcar is disrupted for a longer period(pedestrians,emergency breaks,vehicles blocked at road crossing),the streetcar air conditioning system runs in limited operation or shuts off completely; o Super-capacitors have a limited range and as such require frequent static recharge at specific locations along the line(usually at every passenger station),this means that the placement of stations is also governed by the need to be recharged periodically rather than only being placed at locations for the sole benefit of the traveler o Batteries cannot be quickly recharged(unlike super-capacitors that will be refilled at each station)and therefore need to be refilled through a section with catenary(wire); o Onboard energy storage system requires much heavier equipment to be installed on the roof of the streetcar that have significant maintenance requirements and are sensitive to extremes of temperature and humidity. Based on the above comparison of the different wireless solutions and considering the performance requirements,the best suited wireless solution for the Miami Beach Street Car Project is the ground- level power system technology. For the implementation of this system,we propose Alstom's ground- level power system technology APS solution because: Page 16 ____ Greater Miami Tramlink Partners • Unlimited power supply; high performances(matching catenary performances); • 100%of energy transmitted to vehicles(no loss); • Guarantees the same commercial speed as a power supply by catenary; • High availability(availability rate of 99.95%for typical 2-km of double track application, lifetime of 30 years)for optimum streetcar operation performance due to the simplicity of the concept ) based on a sliding contact of the same nature as standard metro/commuters third rail current- / collection systems; • All the sections not covered by streetcar vehicle are not powered,guarantying total safety for all road users; • Completely intrinsic safe system(proven through a dedicated Safety Case confirmed by 6 certifying Authorities including CERTIFER,STRMTG and Lloyd's); • Dust tight and protected against complete submersion in water,with submarine cables, 0 impervious to possible salt in the ground that may arise from high tide and sea level rise; • Compatible with the extreme weather conditions(nominal operation up to+185°F); • Designed to respect the EMC(Electro Magnetic Compatibility)and the acoustic constraints; • Designed to cope with any kind of road surfaces including the grass; • Designed to cope with mechanical stress caused by traffic(at street crossing); • Easy extension of rail system lines; • Equipped with on board battery to run in autonomous mode in case of any defective or inoperable(flooded)ground-level power system's section(please also refer to following section 1 for platform drainage);and • Fully reliable and in-service proven solution,in operation for more than 12 years;since 2003, 0 188 Alstom streetcar vehicles powered by APS system have run over 18 million kilometers;62 kilometers of single track have been equipped with APS. Compatibility of system features The Miami Beach Streetcar Project is the first phase of the Beach Corridor Transit Connection Project, which can be fully interoperable with any development made for the two other phases.The interoperable characteristics include: 1 • Standard streetcar gauge and length; • Standard 750 Vdc traction system electrification; • Track with standard gauge,AREMA compliant rail,wheel axle load 13T(AW4); e • Interlocking and TSP (Transit Signal Priority) systems compatible with any modern streetcar system; • AVLS(Automatic Vehicle Location System) will operate using GPS,GSM or Sign Post systems; • Option for ticketing,that will be consistent with Miami Dade County integrated ticketing system; • 'Ground-level power system(Alstom's APS)license/equipment: o Ground-level power system wayside equipment uses proprietary technology solution developed by Alstom,who will enter into a committed commercial agreement regarding the license for free use of this technology for any other phase of Beach Corridor Transit Connection Project,or any of its extensions. 1111 - Page 17 -- --- _ I Miami Beach Streetcar Project An unsolicted proposal o Onboard equipment(streetcar collector shoes to connect the energy rail)can be provided by any standard streetcar manufacturer with the similar vehicle configuration,based on interface documents that Alstom will provide. o Our streetcar,equipped with pantograph for its exclusive use in the depot area, is fully q compatible with any possible option for the electrical technology(with or without catenary) to be used for Phase 3 (the MacArthur Causeway Corridor Project),as opposed to a super- capacitors based solution(solution for which it exists a distance limit between recharging station). Operational and maintainable system The Miami Beach Streetcar Project will be operated and maintained autonomously,until it is eventually connected to the other phases of the Beach Corridor Transit Connection project. Its design will thus take into consideration the following elements. • One operation and maintenance depot facility shops facility)sized : y(yard and sho ty) o To store the entire Miami Beach Streetcar project fleet, including spares and maintenance vehicles; o To perform all daily operation and maintenance activities during lifetime of the Miami Beach Streetcar project; o To house the centralized operational control center(OCC)where the whole subsystems will be supervised and monitored(SCADA system,vehicle location system,communications, security;and o For 20 hours per day operation. • System sized for an operation at minimum 5 minute headways(depot,stabling,and electrical substations,signaling system). Other design features • The Miami Beach Streetcar Project will be designed to allow the most efficient services,by integrating following elements in our design: • Transit System Priority(TSP)system, providing green light to the streetcar when approaching to any street light, in order to optimize streetcar fluidity within urban environment; • Line of sight operation,the driver being fully responsible for taking care of the surrounding environment(car,other streetcar,speed limit); • Provision for fare collection system(option)compatible with Miami Dade County Policy(full interoperability with existing public transport systems);and • Platform stops with canopy shelters, designed to perfectly blend into the area and with the Streetcar,ADA Compliant,that will provide comfort to the passenger(street furniture— benches,station lighting),as well as useful passenger information(Network map,automated passenger information(real-time next train announcements)...). Location specific design features The Miami Beach Streetcar Project will take into consideration possible exceptional flooding in the design: -— -- Page 18 Greater Miami Tramlink Partners 1 1 • Track alignment will match with existing roadway elevation as close as possible, in roads having , existing crown elevations of over 3.7ft,except on 5th Street near Alton Road where the crown may be less; • The existing drainage system should not need to be enhanced due to the Miami Beach Streetcar project because there is a minimal additional run-off created by the project;and • We will perform the necessary drainage and storm water management analysis,including utilizing the recently approved tailwater elevation design criteria of 2.7 ft NAVD. This will take into consideration the City of Miami Beach program to install a city-wide pumping system to mitigate flash flooding compounded by sea level rise and to comply with the new regulations for 1 tailwater elevations. 1 C2. Conceptual plan for the provision of services 1 Ridership assumptions 1 In preparing the operations and maintenance plan underlying this proposal,we have developed a conceptual level of anticipated ridership at 23,000 patrons per day and per direction.This is based upon data sources available to us and through logical assumption derived from geographical distribution of potential patrons. Among other things,we have examined: • Daily population data tables that identify permanent residents,Seasonal residents,hotel guests, other tourists and non-tourist beach visitors; • City of Miami Beach Community Satisfaction Report(CMBCSR);and • Google derived bus ridership data for 123 South Beach Local(which covers more than 50%of ® the alignment). We have assumed a uniform distribution of the.90,000 permanent residents and that the 30,000 commuters daily to the City of Miami will not utilize the service. From the remaining 60,000 we have assumed 30,000 residents have geographical access to the alignment.Using data provided by the CMBCSR approximately 46%would utilize an alternative public transportation method if available.This means from the 30,000 residents in question we assume around a 12,000 patron contribution to the 6 ridership figure. Hotel guests and other tourists make up around 39,000,and applying the same logic and the CMBCSR figures,we have assumed that approximately 20,000 patrons would consider utilizing the streetcar. Further,we have also assumed approximately 1/3 of these patrons would have budgetary constraints • such that the use of the streetcar would be a preferred transportation mode,therefore we have approximately an additional 7,000 patron contribution to the ridership figure. 1 There are around 30,000 non-tourist beach visitors with the car as their primary mode of transportation. We have assumed an even distribution of these visitors between North and South Beach resulting in 15,000 patrons with access to the alignment.Given the car is the primary mode of transportation we have assumed 10%utilization from time to time providing a 1,500 contribution to the ridership figure. We have also examined existing bus ridership particularly for the 123 South Beach Local route as more than 50%of this route is covered by the proposed alignment.Unlike the bus service,our alignment is bidirectional so we have assumed a 75%capture rate from this service and factored in figures from the CMBCSR adding a 2,500 contribution to the ridership figure. Page 19 Miami Beach Streetcar Project I An unsolicted proposal Table C2.1 Ridership summary Source Ridership Estimated ridership from Permanent Residents* 12,000 Estimated ridership from Hotel Guests&Other Tourists* 7,000 Estimated ridership from Non-Tourist Beach Visitors 1,500 Estimated ridership from existing public transit* 2,500 Total 23,000 *Data source:CMBCSR Operations and Maintenance Plan Greater Miami Tramlink Partners shall develop and deliver an Operations and Maintenance Plan that meets the performance requirements agreed with the City of Miami Beach as part of the negotiation of the Comprehensive Agreement. The Plan is intended to serve as a frame of reference for future design refinements and as a basis for detailed definition of operations and maintenance methods,practices, and requirements.As the Miami Beach Streetcar project progresses through final design,this document will be reviewed and updated periodically. The Miami Beach Streetcar Operations and Maintenance Plan will serve as the principal source document that sets forth the operations and maintenance practices necessary to deliver the Miami Beach Streetcar Project in a safe,dependable and efficient manner,and to provide a quality service to the riders.The Plan is intended to: • Define the system's service and operating characteristics; • Define the system's operating and maintenance policies and objectives; • Define the staff responsibilities, levels,and organizational relationships required to operate and maintain the system; • Define the system and operating requirements for assuring service dependability and system availability;and • Guide system design to assure conformance to the operating intent. Conceptual Operational Objectives The safety and well-being of passengers,employees,and the neighboring communities, including adjacent automobile traffic and pedestrians,will be the first priority of Streetcar operations and all operational planning efforts.Safety and security issues will be fully addressed in the Miami Beach Streetcar System Safety Program Plan and System Security Plan.In addition to safety and security,the principal objectives of the Miami Beach Streetcar Project and its future operation are to: • Provide a convenient and reliable Streetcar service within South Beach; • Provide fully accessible transit to the elderly and persons with disabilities; • Improve access to employment industrial and commercial sites located along the corridor; • Provide improved service to the Miami Convention Center and for other special events sites within the service area; — - — - _ Page 20 1 0 Greater Miami Tramlink Partners 0 1 • Increase the region's economic potential by improving mobility along the corridor; 1 • Meet the demands of population and employment growth within the corridor;and II • Minimize the operating costs associated with the delivery of transit services. 1 Conceptual Operational Service Hours i 0 Table C2-2 Conceptual service hours Day of Week Operating Hours Peak//Off Peak Headway (minutes) Monday—Friday 06:30—9:59 Peak 7.5 10:00—15:59 Off Peak 10 16:00—18:59 Peak 7.5 19:00-0x30 Off Peak 10 Saturday 06:30-9:59 Off Peak 10 I 10:00-15:59 Peak 7.5 16:00-18:59 Off Peak 10 19:00-02:30 Peak 7.5 I Sunday 06:30-02:30 Off Peak 10 I I With exceptional levels of customer service,operational performance and sustainable value,Serco has the proven capability and demonstrated approach to ensure that the Miami Beach Streetcar is a transit service that will transform the way residents in the local area and visitors consider and utilize public I transport. 1 I . Photo 7:Dubai Streetcar Project I , - r� _ ow mac-ga.. f •. * e:. II n I •1 1.. ,,._... r .,i ! p' -it -. 111 4 -, -, .. a 1 i Serco provides operations for all assets of the Dubai Streetcar Project I II including the fare revenue system. II 1 A ' Page 21 i lb i k Miami Beach Streetcar Project 1 An unsolicted proposal C3. Schedule for the initiation and completion of the qualifying project • Period from submission of this proposal to financial close Table C3-1 below sets out the timeline of events and schedule from submission of this Proposal to financial close,including key deliverables. The anticipated timing of such events is indicative only and in respect of the timeframes assumed for Milestones#2,#3 and#4 which will be set by the City, are based on conservative assumptions. It is our expectation that a project schedule will be agreed with the City of Miami Beach and be included in the Interim Agreement. Table C3.1:Timeline of events and schedule MILESTONE AND DELIVERABLE INDICATIVE TIMING 1. Greater Miami Tramlink Partners issues unsolicited proposal ' N=June 30,2015 Deliverable:Proposal compliant with Florida Statute§287.05712 2. City of Miami Beach issues public notice of receipt of the Proposal and invites other N+15 days proposals (Expected:July 22,2015) Deliverable: Public notice in form and substance required by Section 4 of Florida Statute§287.05712 3. Deadline for submission of competing proposals N+105 days Deliverable: Proposals meeting the requirements of Florida Statute§ (assumed to be 90 days from 287.05712 and addressing specific technical criteria consistent with the issue of public notice in#2) conceptual design set out in this Proposal (Expected:October 22,2015) 4. City of Miami Beach evaluates this proposal in the context of competing proposals N+135 days submitted in response to the public notice referred to in#2 above and,assuming an (30 days from receipt of evaluation in favor of Greater Miami Tramlink Partners,the City of Miami Beach competing proposals received notifies Greater Miami Tramlink Partners that ft wishes to progress development o f under#3 above) the Miami Beach Streetcar Project on terms consistent with this proposal. (Expected: Deliverable:City issues notice to Greater Miami Tramlink Partners to November 23,2015) progress proposal and commence negotiations of interim agreement 5. Greater Miami Tramlink Partners enters into an interim agreement with the City of N+165 days Miami Beach as contemplated in Section 8 of Florida Statute§287.05712(the (30 days from receipt of notice Interim Agreement")which(among other things): from City of Miami Beach • Authorizes detailed development work to progress detailed design and under#4 above) engineering and secure debt financing together with compensation for same; (Expected: • Establishes the process and timing of the negotiations of the Comprehensive December 23, 2015) Agreement which will not exceed 180 days from the signing of the interim agreement and which will include: (i) Engagement by the City of Miami Beach of external advisors experienced in P3 project delivery to assist the City of Miami Beach in its negotiations with Greater Miami Tramlink Partners; (ii) Agreed milestones and deliverables for both parties leading up to the execution of the Comprehensive Agreement; • Establishes the process and timing of financial close including securing debt commitments by Greater Miami Tramlink Partners and public funding by the City of Miami Beach,together with agreeing on the timing and amount of payments to be made by the City of Miami Beach during construction(if any); Page 21 ---_____ • 1 Greater Miami Tramlink Partners 1 Table C3.1:Timeline of events and schedule 1 MILESTONE AND DELIVERABLE .INDICATIVE TIMING '. • Establishes payment of a stipend to the extent the City of Miami Beach elect p not to enter into the Comprehensive Agreement for reasons outside the control of Greater Miami Tramlink Partners;and • Establishes the general scope of the Project including key design and operational parameters. r Deliverable:executed Interim Agreement / 6. The City of Miami Beach and Greater Miami Tramlink Partners carry out their During the 180 day period ■ respective`obligations set out in the interim agreement: following signature of the 1 • Greater Miami Tramlink Partners develops technical proposal(detailed design Interim Agreement and operational plan),completes all due diligence(tax,technical,legal, insurance),negotiates all project and finance agreements necessary to secure 0 debt commitments and provides fixed price for construction and operations , period; • The City of Miami Beach(i)secures all public funding commitments necessary 1 to make payments during construction and long-term availability payments(ii) 1 completes all necessary environmental processes to obtain all environmental permits required to develop the Project and(iii)obtains any approvals required from Miami Dade County to operate the Project including entering into any I requisite inter-local agreement evidencing such approval. I Deliverable:Greater Miami Tramlink Partners provides fixed price proposal for the Project. The City of Miami Beach provides financing plan to support I its payment obligations under the proposed Comprehensive Agreement, a evidence of environmental approvals/permits and executed inter-local agreement 7. Greater Miami Tramlink Partners enters into a comprehensive agreement with the ; On or before 180 days from - City of Miami Beach as contemplated in Section 9 of Florida Statute§287.05712 signature of the Interim II (the°Comprehensive Agreement")which(among other things): Agreement 1 • includes key business terms consistent with those identified in Section F5; , (Expected:June 23,2016) r • provides general risk allocation consistent with comparable P3 projects; II • is conditional upon achieving financial close within 60 days of signature other than authorizing the continuation of,and payment for,detailed design and lb engineering work and such other early works agreed between the parties;and • • includes compensation on termination regime that establishes payment of II Miami costs to Greater Miami Tramlink Partners to the extent the City of Miami Beach terminates the Comprehensive Agreement for reasons outside • the control of Greater Miami Tramlink Partners prior to financial close. Deliverable:executed Comprehensive Agreement lb 8. Financial close of financing on terms consistent with the fixed price proposal Within 60 days from execution II submitted as part of Milestone#6 above is achieved, of the Comprehensive Note:Alternatively financial close could be achieved at the same time as the Agreement ! Comprehensive Agreement is executed—a concurrent process has been achieved on other (Expected:August 23,2016) P3 projects in the US and is standard practice in jurisdictions such as Canada. This issue should be discussed as part of the negotiation of the Interim Agreement. I ...... - ' -- Page 23 —_--- III 4 4 4 t . == 4 c > 4 t C W k ri ey v O ,c C . 4. Z - •*, .e 0 — CI 7.::: 110 I g:". 1 G v ,- A • y_ C 4 C /�� C _° R O 1 �; z a, _ i ,� a, n a d 1 C v C L j . at, 4 w C t e E t eZ c I a' h V . R i : o C 1 y Q .e to d 4 ., C E O C a > • Z �' O 1 A V K co N h C co o c WW 5� ^ = 2 _m , E a. a C i I/i i c 1 r _ E O C dy C V V Al c m .. C CD O O V, Q+ U ! 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A tli u a ° r- c a Z C h C a of CL t 11 • s •- 1 1 Miami Beach Streetcar Project 1 An unsolicted proposal 1 1 Construction period 1 We have developed a robust project schedule to implement the Miami Beach Streetcar Project based on I the achievement of the milestones outlined below. 1 Table C3.2 Key construction period milestones Milestone Date 1 Issue of Notice to Proceed('NTP°) Financial Close Commencement of preliminary design NTP to NTP+8 Procurement phase NTP+6 to NTP+30 I Commencement of construction works NTP+8 I First vehicles delivered to site NTP+24 Testing and commissioning NTP+30 up to NTP+36 NTP will be defined under the Comprehensive Agreement as the commencement of the works which we assume will coincide with Financial Close I 0 Upon execution of the Interim Agreement, Preliminary Engineering will be completed by Greater Miami Tramlink Partners(30%Design),which will serve as the technical basis of the Comprehensive Agreement to be signed between Greater Miami Tramlink Partners and the City of Miami Beach(as contemplated in 0 Milestone). Such activity will be considered early works.(The Interim Agreement will define the scope 0 and payment terms for such early works). 0 We assume that from NTP,construction will take up to a maximum of 36 months for start of revenue 0 service(commercial operation),according to acceptance criteria to be commonly agreed between the parties and set out in the Comprehensive Agreement. t It is considered that all permitting(City,County,State, Federal),as requested by Greater Miami Tramlink 11 Partners to be able to start the work,will be cleared by the City at the time of the NTP. It is also considered,in order to ensure a fluid construction schedule,that utility relocations,sidewalk 0 and street pavement modification(not included in this proposal)based on the proposed track alignment It will have been performed prior to the start of the construction works. w Project construction will be scheduled in phases to minimize construction impacts to vehicular traffic 0 and the community,and our Team will keep this expectation foremost in the development of traffic management plans, by providing safe accessibility for vehicles,bicyclists,and pedestrians(access to residential homes and commercial properties),and safe conditions for construction workers at all times. b Greater Miami Tramlink Partners will also take advantage of its unique expertise and knowledge of local 0 business to,wherever practicable,participate and ensure proper coordination with other existing 16 projects under execution which interface with the Project works. 0 After the first streetcar delivery on site,on line dynamic tests will be performed to assess the sub system i 0 and system integration,by section,and then for the entire line.Once the system is on line and all the components have demonstrated full integration and the safety requirements are met,a trial run period 10 will be performed by the operator before commercial(revenue)service starts. I I - _-r t Page 25 — I Miami Beach Streetcar Project I An unsolicted proposal Operating period 4 During the first 2 years of construction,Serco's approach will be to engage with the EPC team and the City of Miami Beach to develop the design and build the streetcar system with operational concepts at the forefront. Serco will ensure that the safety and security of passengers,staff and infrastructure remain as paramount considerations in all work undertaken and advice given. Serco will provide early engagement in this period with the team to help envisage the customer experience to ensure that Greater Miami Tramlink Partners facilitates the principle of the'door to door' journey that will become embedded into the culture at all stages of the project and across all interfaces. Serco will also influence the project definition prior to finalization to avoid costly errors,omissions or oversights that could affect operational delivery,performance and flexibility. Through early engagement,Serco will be able to call on experienced staff in every functional disciple to review systems,infrastructure designs and fit-out drawings and create Standard Operating Procedures(SOPs) with the purpose of ensuring ease and efficiency of operation and maintenance,enhancing passenger and staff safety and improving the customer experience. Serco has an operational readiness activity stream that will be introduced to the program once the operating procedures and work instructions are in place. These will be linked with the City's own requirements for trial running to create a systematic and logical build up to commencement of revenue service. We will be fully staffed and completing training from our EPC partners with system acceptance testing gearing up for Operational Readiness and Trial Operations. The aim of the trial operations will be for Serco to prove the operation of the Miami Beach Streetcar Project through operating the system to the agreed timetable,with Alstom(acting as Serco's maintenance subcontractor)conducting normal maintenance in accordance with their agreed plans and procedures.Where faults or failures occur,they should be rectified in line with the agreed procedures. Communication between Greater Miami Tramlink Partners and with the City of Miami Beach will be scheduled daily throughout this period in order to address and rectify any"teething problems"which may occur. D. PROPERTY INTERESTS A DESCRIPTION OF THE METHOD BY WHICH THE PRIVATE ENTITY PROPOSES TO SECURE THE NECESSARY PROPERTY INTERESTS THAT ARE REQUIRED FOR THE QUALIFYING PROJECT The Miami Beach Streetcar Project will operate within the existing Miami Beach roadway rights-of-way (or within permanent easement for shared use),whether owned by the State of Florida, Miami-Dade County,or the City of Miami Beach. It is thus anticipated that no property acquisition to implement the Miami Beach Streetcar Project will be required. Sidewalk,curb cut,and curb and gutter modifications to integrate the streetcar into the adjacent infrastructure and to reduce traffic congestion generated from vehicles searching for a parking space in the entertainment district will also be performed within the existing right-of-way. Electrical substations to feed the wireless system will be located in areas that will not require property acquisition through eminent domain,or may be integrated with other projects currently under development. Temporary easements that may be necessary during construction period will be dealt by and under Greater Miami Tramlink Partners. Page 26 — Greater Miami Tramlink Partners ' 4 E. FINANCING PLAN A DESCRIPTION OF THE PRIVATE ENTITY'S GENERAL PLANS FOR FINANCING THE QUALIFYING PROJECT,INCLUDING THE SOURCES OF THE PRIVATE ENTITY'S FUNDS AND THE IDENTITY OF ANY DEDICATED REVENUE SOURCE OR PROPOSED DEBT OR EQUITY INVESTMENT ON BEHALF OF THE PRIVATE ENTITY The development and implementation of the financing plan will be led by the Equity Investors who have an established track record of successful project management and financing that will ensure execution certainty and ongoing financial performance and management of the Project. El. Sources of private financing The Equity Investors,through a combination of debt and equity,will finance the development of the Project. This will include financing: 4 • the development costs incurred to develop the Project(which will include those activities necessary to define the Project and provide a fixed price to the City including(i)feasibility study (ii)development of design(iii)legal,technical and financial due diligence necessary to secure third party debt financing); • the capital costs of construction(minus public funding that is contributed by the City of Miami Beach(if any));and I • the financing costs of providing debt and equity to fund such capital costs of construction. �) As is tYP ical in a P3 availability project,this financing will be repaid to the Project Company over time Y P roj through the annual service payments made by the City of Miami Beach during the term of the Comprehensive Agreement—which will also include the costs of operating and maintaining the Project (further described in Section Fl(Structure of Service Payments)). The Equity Investors will secure a combination of equity and debt capital to finance the Project and will follow well established principles of project financing to secure commitments and achieve financial close within the timeline,and in the manner further described in Section E3 below. Equity Equity capital will be provided by InfraRed,Walsh Investors and Alstom as the Equity Investors and shareholders in the Project Company that will be established on or before financial close to deliver the Project(refer to Section B5 above). The Equity Investors have a demonstrated track record of investing equity capital in infrastructure projects and have collectively committed equity capital to support bids bfor,and achieve financial close of,more than 20 P3 projects in North America valued in excess of$15B. Figure E1-1 Sources of Equity Equity Investor Equity Proportion Intended sources of equity ® InfraRed 80% InfraRed Infrastructure Fund III ® Walsh Investors 15% The Walsh Family Alstom 5% ALSTOM Transport SA Based on our current analysis,the combined financial capacity of the Equity Investors far exceeds the likely equity requirement for the Project. This level of redundancy in equity capital means that there is little(if any)risk of an equity capital shortfall by financial close. Page 27 ------ I Miami Beach Streetcar Project An unsolicted proposal • • InfraRed The role of InfraRed on all its availability-based P3s is as developer or co-developer and equity investor, 4 providing equity to meet the funding requirements of the relevant project. In all P3s where InfraRed has submitted a proposal,and been awarded preferred proposer status,it has fulfilled its equity • commitment. InfraRed's investment in the Project will be sourced from InfraRed Infrastructure Fund III. 4 The Fund is structured as a series of limited partnerships based in England. InfraRed Capital Partners • Limited is the fund manager and InfraRed Infrastructure III General Partner Limited is the general partner.The Fund has secured$1.217B of commitments from investors.Of this available capital, • approximately$650M remains available to InfraRed Capital Partners Limited(as manager of the Fund) • to commit to infrastructure projects.InfraRed will use these funds for its equity commitment to the Project. Based on our understanding of the potential capital costs of the Project,InfraRed has the capacity to increase its equity participation,as required,to accommodate changes to the financing structure(for example if there is a reduction in the anticipated amount of public funding). Walsh Investors Walsh Investors,an affiliate of The Walsh Group,has played a major role in the recent growth of the U.S.P3 market both as a developer and an investor. Walsh Investors works hand-in-hand with its Walsh Group affiliates,including Archer Western,to develop P3 projects in the transportation and social infrastructure segments across the U.S.and Canada.Walsh Investors is committed to investing in major rm viability marquee projects critical to the long to y of the communities it serves, including the Project. By exclusively investing in projects developed and/or constructed by affiliated Walsh entities, Walsh Investors demonstrates its financial commitment to the underlying project and project sponsor, with guiding principles that it hold equity investments long term and remains one of the client's primary points of contact throughout the project term. 1 Walsh Investors'intent is to utilize its internal financial resources to realize investment in this Project. These internal resources will be sourced from the Walsh family and their affiliated investment entities. Alstom Transport Alstom Transport has identified the Project as a key target in its growth strategy. As for all its availability-based P3 projects,Alstom Transportation is a long-term equity investor and is able to provide additional equity if required. Alstom's participation as minority equity investor as well as lead member of the EPC Contractor and long-term maintenance provider-ensures an alignment of interests in the long-term success and financial and technical performance of the Project. Alstom Transport is one of the top P3 railway concessionaires in the world,with a track record of 13 P3 rail transportation projects,that are under construction or in operations. BMO Capital Markets BMO Capital Markets GICST Inc.("BMO"or"BMO Capital Markets")is part of the investment banking division of BMO Financial Group("BMOFG"),one of the largest financial institutions in North America by assets.BMOFG's long term credit rating as of this date is Aa3 with Moody's,A+with Standard&Poor's, and AA-with Fitch,all of which carry stable outlooks from each rating agency.As of January 12th,2015, BMOFG had a market capitalization of$42.6 billion and$493.4 billion in total assets with one of the strongest capital bases in global banking. BMO Capital Markets operates with over 2,300 employees across 30 major cities worldwide,including 15 in the United States.The U.S.division of BMO is headquartered in Chicago with regional headquarters in New York, Houston,and San Francisco. BMO Capital Markets provides its full slate of products and services to U.S.corporate,government,and institutional clients.BMO Capital Markets has served in a leading role on over$20 billion of Page 28 — - - -- p Greater Miami Tramlink Partners r transportation and other infrastructure project financings across North America since 2001.Over the ' years,BMO has developed a specific expertise in infrastructure finance and, in particular,the transportation sector. BMO has acted as advisor, bond underwriter,and lender on a wide variety of projects in North America,many which have received widespread industry recognition. BMO is serving as financial transaction advisor to the Equity Investors for the Project. Likely senior debt sources: private activity bonds (PABs) Our financial plan contemplates the issuance of long-term fixed-rate PABs through a government conduit issuer selected for us. Issuing the PABs would result in the full amount of bond proceeds going into the project fund where they would remain unused until needed, providing access to the current historically low interest rate environment and alleviate future market access risk. The PABs would be the unconditional obligation of the Project Company and would have no recourse to the conduit issuer or other government entities. Upon confirming the allocation of and legality of issuing PABs,the Government's obligation will continue to be only the scheduled Service Payments. It is our intention to structure a PABs issuance that would target principal amortization to fit within acceptable projected coverage ratios and to minimize the total cost during the early stages of the Project. Figure E1.2 below illustrates the suggested amortization profile over the term of the Comprehensive Agreement. Figure E1.2 Suggested amortization profile OM Service •nand rr«.s,Prg.M •fiend Pnnt oat Rpq...m vI ".4 • p D The use of long-term PABs mitigates the risk of a need to refinance because the final maturity of the PABs can be aligned near the Concession end date. The plan of finance assumes Long-term PABs have a final maturity of six months prior to the expiry of the Comprehensive Agreement. Bank Debt Bank Debt The Equity Investors and BMO Capital Markets have strong relationships with project finance banks and have assessed both long-term and short-term bank financing options on recent projects. Depending on the structure of the public subsidy,we will explore bank financing options, particularly with respect to any short-term or gap funding requirements during the construction period,to secure the most efficient financing package available. After our initial review,we have determined that bank debt,due to its short duration, is not presently an attractive alternative for the long term financing. We would expect to continue to monitor the market. The Equity Investors will work with prospective banks to create an over-subscription of the funding requirements to ensure adequate financial resources and to create competition to obtain the best possible terms and conditions. Page 29 I Miami Beach Streetcar Project I An unsolicted proposal E2. Approach to developing and implementing the financing plan The Equity Investors propose to provide a cost-effective and deliverable project financing for the Project. This will be achieved by(among other things): • Adopting an optimal financing and capital structure that delivers the lowest possible cost of capital and best value for money for the City of Miami Beach; • Conducting a financing process that ensures funding redundancy while retaining flexibility to shift between markets in order to benefit from the most competitive funding terms at any time during the negotiation phase; • Securing necessary credit ratings from rating agencies to ensure a high level of certainty that Greater Miami Tramlink Partners will reach financial close promptly and efficiently; • Minimizing the cost of senior private debt funding by running a competitive process between different financial structures such as capital markets and bank debt to ensure that the lowest cost of debt is secured; • Engaging project finance lenders and underwriters with an exemplary record of accomplishment of delivering committed financing on comparable P3 projects; and • Developing a robust contractual and financing structure to accommodate the risk allocation mostly likely to achieve competitive financing. E3. Timeline for securing commitments and reaching financial close During the period from execution of the Interim Agreement to the execution of the Comprehensive Agreement and financial close(further described in Section C3 above),the Equity Investors,together with their financial advisor—BMO-will manage a competitive funding process to: • Undertake a due diligence process to allow debt providers the comfort to provide committed support; • Leverage the experience and relationships of the Equity Investors and BMO with the financial community to quickly develop a funding structure that will be acceptable to potential lenders; • Negotiate financing agreements on terms that are competitive and deliverable; • Obtain committed financing for bank debt or a volume underwrite from bond underwriters,as applicable, in an amount that provides adequate redundancy in the event of a failure of a lender to honor their commitment. The team's financial specialists will work diligently during this period to evaluate the viable funding .options need for an optimal solution as the Project's cost inputs are refined during design development and the risk transfer is clarified. Financial close is the critical milestone in a P3 transaction because it represents the moment that funds (e.g.bank loans,bond proceeds(in the case of a PABs financing),equity capital)are available and start flowing so that project implementation can start. Financial close cannot occur until all the project and financing agreements have been signed and all the required conditions contained in them have been met. ' The financing agreements will be negotiated between the Project Company(acting as the borrower)and the senior lenders(banks or bond underwriter depending on which capital structure is selected). Page 30 I I Greater Miami Tramlink Partners , I Typically,the key conditions that are contained in the financing agreements,that must be met before the financing can achieve"close"and funds become available to the borrower(in this case the Project Company)include: I • the project agreement is executed(in this case--the Comprehensive Agreement is signed as 1 part of the commercial close process); • the key subcontracts are executed (in this case the EPC Agreement between the Project Company and the EPC Contractor and the Operations and Maintenance Agreement between the Project Company and the Operator(each as described in Section B5)); • the main permitting and planning approvals have been secured; • the key land acquisition steps(if any)have been achieved; • all internal approvals required to be obtained by the procuring agency have been obtained(in this case the City of Miami Beach has(i)confirmed by way of a legal opinion provided by the City Attorney or external legal counsel selected by the City of Miami Beach the legality of the procurement,authority to enter into the Comprehensive Agreement and approval of derogations from any standard contracting terms and(ii)obtained approval from the Miami , Dade County to operate the Project as evidenced in an inter-local agreement). Based on our experience,a considerable amount of detailed work and co-ordination between the Greater Miami Tramlink Partners and the City's team will be required to reach financial close—such work and co-ordination will be defined and agreed between the parties during the period from ) ' execution of the Interim Agreement to execution of the Comprehensive Agreement(Milestone#6 in Table C3-1 above). All conditions precedent to financial close will be set out in the Comprehensive Agreement. f Diagram E3:Financing timeline I Reconcile feedback from the lenders and Financial Close rating agencies Finalize financial model and Retina financing strategy and structural Commercial Close credit ratings p alternatives Execute ComprehensiveAgreemert Execute finance documents ExecutelntertmAgreemerd . N +2 Months N +6 Months N 8 Months Engage advisors including legal. insurance and tenders adtrisaryteam Negotiate finance documents (legal.technical) Finalize rating base case 5 Month N N+5 Months ) ) 1 • 1 • p • 1 1 p to N +1 Month N +7Months Prepare due diligence reports including Finalize offering statement(if applicable) Lenders Technical Marketing of the senior debt bonds b Market sounding of lenders and rating N +4 Months II agencies as to structure Select Financing Strategy Commence drafting of finance 1 documents P . bPage 31 ----------------____ --- — T —_ 6 ik Miami Beach Streetcar Project. I An unsolicted proposal 1 Diagram E3 below outlines an indicative timeline and milestone of events which reflects a proven approach that we consider is realistic and will ensure achievement of financial close. Note that this diagram is consistent with Table C3-1 and contemplates a 60-day period between executing the Comprehensive Agreement(which is required to reach commercial close)and achieving financial close. • A tighter timeframe could be achieved if financial close occurs at the same time as commercial close. Financial close occurring concurrently with commercial close(evidenced by the execution of the Comprehensive Agreement)been achieved on other P3 projects in the US and is standard practice in jurisdictions such as Canada. The Equity Investors have experience with both approaches(concurrent commercial and financial close or split commercial and financial close)and suggest this be an issue for discussion as part of the negotiation of the Interim Agreement. E4. Public funding and actions of the City The amount of debt and equity financing referred to above will depend on whether the City of Miami Beach contributes funding of the upfront capital expenditure during construction. Public payments during construction are typically structured as periodic payments-either progress payments(multiple payments paid as the value of he works is completed to a pre-agreed stage)or milestone payments(paid when pre-determined construction milestones have been attained),or as substantial completion payments made when the project is delivered. Some jurisdictions in Florida have also used gap financing to make substantial completion payments over a number of years after substantial completion. We note that public funding sources for the Project could include Florida New Starts Transit Program ("NSTP"). This program provides transit agencies with a proportional match of the non-federal share of certain qualified project costs that qualify under the Florida NSTP. For projects not approved for federal funding,the maximum state share under the NSTP may be limited to 12.5%of eligible costs. We further understand that the Florida Department of Transport is authorized to fund up to 50%of the costs that are local in scope and that will improve system efficiencies,ridership,or revenues under this program. To receive NSTP funds,we understand that the Project would need to be included within the Transportation Improvement Program("TIP"),in order to become part of the 2040 Long-Range Transportation Plan as a"Priority I"project, From this point the Project is automatically included in the Strategic Intermodal System First Five Year plan which ensures eligibility to the Florida New Starts Transit Program. It is our expectation that no federal funding will be utilized for the Project. We note that any decision not to utilize federal funding for this Project,or comply with any conditions of such federal funding(such as the Buy America Requirements)will not prohibit or impact any future decision to utilize federal funding for any subsequent phase of the Beach Corridor Transit Connection Project. We also note that the anti-segmentation language which applies to road projects seeking federal funding,does not apply to transit projects—meaning that the implementation of this Project as the first phase of the Beach Corridor Transit Connection Project will not otherwise impact future eligibility of subsequent phases of the Beach Corridor Transit Connection Project. Page 32 I {, Greater Miami Tramlink Partners F. SERVICE PAYMENTS THE PROPOSED USER FEES,LEASE PAYMENTS,OR OTHER SERVICE PAYMENTS OVER THE TERM OF A COMPREHENSIVE AGREEMENT,AND THE METHODOLOGY FOR AND CIRCUMSTANCES THAT WOULD ALLOW CHANGES TO THE USER FEES,LEASE PAYMENTS,AND OTHER SERVICE PAYMENTS OVER TIME Fl. Structure of Service Payments ► The P3 structure(design-build-finance-operate-maintain)will be governed by the Comprehensive Agreement to be entered into by the City of Miami Beach and the Project Company. Among other things—the Comprehensive Agreement will detail the Project Company's obligations to ► the City of Miami Beach related to the financing, design,construction and operation of the Project during the term,criteria for measuring the Project Company's performance of these obligations,and recourse for the City of Miami Beach if these obligations are not met. In return,the City of Miami Beach will be contractually obligated to make payments(i)to the extent funding is available,during the 1 construction period in the form of progress or milestone payments and(ii)annual service payments (also commonly referred to as availability payments)during the operating period which would be subject to adjustment based on specific performance and availability of the Project("Service Payments").As the granting authority,the City of Miami Beach will retain control of fare setting. Service Payments are periodic monthly payments made by the public sponsor to the private partner to compensate the private partner for their original investment in the Project(described in Section El (Sources of private financing))and ongoing operating costs of the Project. In our proposed P3 structure, the City of Miami Beach would begin making Service Payments to the Project Company once construction is complete and continues to make such payments until the end of the term of the Comprehensive Agreement.As long as the Project Company performs to the contract standards,the predetermined amounts of Service Payments are paid. The Service Payments are structured to incorporate operations and maintenance costs,lifecycle costs,and capital requirements,which enables both debt payments and equity distributions as the Project costs are funded on an ongoing basis. With the exception of pass through costs of electricity,and other utility costs,the Service Payment is a fixed amount per month(subject to a fixed inflator and inflation adjustment)payable upon the commencement of operations. 1 The amount of the Service Payments paid to the private partner is subject to downward adjustment in the event that the Project fails to achieve certain service levels or other performance targets,as agreed between the City of Miami Beach and Greater Miami Tramlink Partners and set out in the Comprehensive Agreement. It is worth noting that under an availability P3(as is proposed here),there are no user fees or lease payment made to or by the Project Company. During operations,the primary source of payment to the Project Company(and the key payment obligation of the City of Miami Beach)will be annual Service Payments. User fees are not applicable to this payment structure as all revenues derived from farebox will be owned by the City of Miami Beach,and the Project Company will take no"demand risk". Similarly,lease payments are not applicable—there will be no lease between the City of Miami Beach and the Project Company and no leasehold interest. The City will own all the assets from the moment they arrive on the site. The Comprehensive Agreement will provide a long-term(30-35 year)contractual licence to the Project Company. It is this contractual right(and not a leasehold interest)that will entitle r the Project Company to operate and maintain(and otherwise access and use)the Project(subject 1 always to the terms of the Comprehensive Agreement.) 1 Page 33 -- -- k Miami Beach Streetcar Project i An unsolicted proposal F2. Estimate of likely range of annual Service Payments As described previously,the public funding sources for the Project could include Florida NSTP. While the availability of these funds for the Project has not yet been confirmed, it is our expectation that these funds will be used to finance a portion of the construction costs. Our estimate of the likely annual Service Payment based on our estimate of the costs of delivering the Project is set out in Attachment 1. Three different cases are presented in Attachment 1 which vary only in respect of the amount of public funding made available during the construction period: • Case 1: no public funding during construction; • Case 2: public funding during construction equivalent to 12.5%of the construction costs;and • Case 3: public funding during construction equivalent to 50%of the construction costs. These annual Service Payment costs represent an all-in cost—including all costs related to the design, development,financing,construction,operations,maintenance and long-term life-cycling of the Project. These costs include the costs of a maintenance yard(both capital expenditure and ongoing operating costs of maintain such a yard). In each of the 3 funding cases presented,we have structured the Project to achieve investment grade rating(s)from the rating agencies to attract the most competitive financing terms available in the market. To achieve this,we have assumed a minimum debt service coverage ratio which is comparable to that achieved on other recent P3 transactions. It is worth noting that the current estimate used by the City of Miami Beach as presented to the City of Miami Beach Commission in the Commission Memorandum dated April 29,2015("Current City Estimate")is not directly comparable to the estimates we have prepared and presented in Attachment 1 because,based on our understanding of the City's methodology and assumptions,the Current City Estimate: • underestimates the costs of the maintenance facilities(complexity to cope with Miami Beach local environment,linear proportion(28%)should not consider the MacArthur Causeway Corridor section); • does not take into account a sufficient number of streetcar vehicles for peak hour operations; and • the annual operating costs of$7M(28%of$22M)does not appear to take into account(i) long- term rehabilitation of the system(but only includes regular, routine maintenance) (ii)ongoing operating costs of a maintenance yard for the Project and (iii)the operating costs of1the larger fleet required for the Project to be feasible on its own. It is also worth noting that,notwithstanding the above costs are excluded from the Current City Estimate,a direct comparison between the Current City Estimate and the estimates in Attachment 1 must also take into account the value of the risk transfer that can be achieved through a P3 structure versus a traditional procurement where risk of construction cost and time overruns and increases in long term operations and maintenance costs would otherwise sit with the City of Miami Beach. In this case— these risks would be assumed by the Project Company and are accounted for in the annual costs estimated in Attachment 1. Page 34 Greater Miami Tramlink Partners F3. Financial Model Assumptions In performing the financial analysis on the Project(summarized above and in Attachment 1),we have developed a detailed financial model that contains the following key assumptions: • The construction price is subject to a fixed price contract(cost overruns are the risk of the Project Company(which are passed down to the EPC Contractor)d not the City of Miami Beach; • Progress payments are assumed to be received from the City of Miami Beach during the construction period consistent with construction spend(paid as progress payments corresponding to the value of work progressed on a monthly basis); • The operations and maintenance price is a fixed amount subject-to CPI adjustment in each year of operation • Lifecycle costs are assumed to be incurred periodically during the operating period • Service Payment escalation o O&M and Lifecycle escalate at CPI o 25%capital portion of the Service Payment escalates at CPI (note that the appropriate inflation adjustment to be determined—assumption for now is CPI) d o 75%capital portion of the Service Payment escalates at 2.0% • Sculpted debt repayment consistent with Service Payment profile • Cost assumptions exclude any fare collection system(both capex and opex costs) • Farebox revenue is not included in these projections • Excludes energy costs during testing,commissioning and operations of the Project. F4. Key payment terms to be included in the Comprehensive Agreement Under the availability P3 structure contemplated,the payment obligations of the City of Miami Beach will be limited to the following: • To the extent public funding is available and secured by the City of Miami Beach,monthly payments during the construction period in the form of progress or milestone payments. As set out above,we have assumed such payments will be made as progress payments which correspond with the value of work progressed on a monthly basis—the value of such payments will be subject to the level of public funding secured by the City of Miami Beach and the timing, amount and conditions of such payment will be clearly set out in Comprehensive Agreement. It is our expectation(as is typical on P3 projects),that the total amount of the public contribution during construction will be fixed and will not be subject to increase. • Annual Service Payments made on a monthly basis which include all costs related to the design, development,financing,construction,operations,maintenance and long-term life-cycling of the Project.The annual Service Payments will be subject to change only in very limited circumstances as set out in the Comprehensive Agreement. I I I 1 1 Page 35 Miami Beach Streetcar Project An unsolicted proposal F5. Other key business terms to be included in the Comprehensive Agreement I The Comprehensive Agreement will set out the contractual framework that will govern the relationship between the City of Miami Beach and Greater Miami Tramlink Partners. The timing and process for negotiating and executing the Comprehensive Agreement are set out in Section C3(Schedule for the initiation and completion of the qualifying project)above. It is our expectation that the Comprehensive Agreement will provide risk allocation comparable with other P3 projects and contain the following key business terms. Table F5:Key business terms for inclusion in the Comprehensive Agreement TERM DESCRIPTION Parties The City of Miami Beach and the Project Company Ownership The City of Miami Beach will maintain ownership of the Project at all times. The Project Company will be granted a contractual license to construct and implement the Project. Contract Term 30-35 years from Financial Close Governing Law The laws of Florida. CORE RESPONSIBILITIES OF THE PROJECT COMPANY Design,construction,operations and The Project Company will generally be responsible for design,construction, maintenance operations and maintenance(including long-term rehabilitation)of the Project subject to the commercial terms and technical provisions set out in the Comprehensive Agreement. FINANCING AND PAYMENTS Responsibility for Financing The Project Company will be responsible for achieving conditions to financial close,subject to limited conditions that necessarily or customarily must be completed by the City of Miami Beach. Payments during construction Depending on the level of public funding The City of Miami Beach will make a limited number of payments to Consortium during construction to fund Project costs. The timing and amount of such progress payments will be agreed in a payment schedule forming part of the Comprehensive Agreement. Payments during Operations and Upon commencement of services(and completion of construction),the City of Maintenance Phase Miami Beach will make annual service payments on a monthly basis as compensation for operating,maintaining and financing the Project in accordance with the performance standards set out in the Comprehensive Agreement.Service Payment s will be reduced if the Project Company does not comply with the performance standards set out in the Comprehensive Agreement. Farebox Revenues Farebox revenues(and associated revenue risk)will be retained by the City of Miami Beach. --- Page 36 ---- �_.. ■ Greater Miami Tramlink Partners • TERM DESCRIPTION DEFAULT AND TERMINATION • Defaults and Termination The Comprehensive Agreement will include a detailed list of"defaults"due to i failure to perform by,or the occurrence of a specified event(such as I. bankruptcy)relating to,the Project Company and the City of Miami Beach. Certain defaults,as well as other conditions(such as force majeure frustrating • the contract objectives)may lead to a right of either party to terminate the Comprehensive Agreement. The City of Miami Beach will compensate the Project Company upon 1 termination of the Comprehensive Agreement,the calculation of such compensation will vary depending on the timing and reason for such termination. 1 PROTECTING THE PUBLIC INTEREST 1 Construction Completion - The Comprehensive Agreement will include a procedure to determine whether construction of the Project has been completed in accordance with the technical requirements set out in the Comprehensive Agreement. Performance Standards and The Project Company's failure to comply with performance standards,or to Deductions make the Project available for use,may result in reduced payments by the City of Miami Beach. Monitoring,Inspection and Auditing The City of Miami Beach will maintain rights to monitor,inspect and audit the Project,the Project Company and the Project Company's performance. ) ) f S S S S S S b S S S D I I Page 37 • e Miami Beach Streetcar Project An unsolicted proposal G. CONTACT NAME AND ADDRESS OF A PERSON WHO MAY BE CONTACTED FOR ADDITIONAL INFORMATION ABOUT THE PROPOSAL Stephanie Brun-Brunet Alstom Transport—North America Vice-President,Turnkey Rail Systems and Concessions ALSTOM Transportation Inc. 641 Lexington Ave, Floor 28 New York,NY, 10022. Tel:212-692 5332 Fax:212-972 4404 Cell:347-573-2626 Email:stephanie.brun-brunet @transport.alstom.com Page 38 ------ CONFIDENTIAL - TRADE SECRETS - EXEMPT FROM PUBLIC RECORDS ATTACHMENT 1 ESTIMATE OF LIKELY RANGE OF ANNUAL SERVICE PAYMENTS (referred to in Section F2) The financial information included in this Attachment 1 contains confidential,business proprietary information and is a trade secret that is exempt from Public Records Laws pursuant to Sections 815.045,815.04(3)(a),and 119.071(1)(c)(to the extent applicable),Florida Statutes,and Sepro Corp.v.Florida Dept Environmental Protection,839 So.2d 781 (Fla. 1st DCA 2003).Nonetheless,we make such information available for review by the City to enable the City to fully evaluate our response,but such information must be used exclusively for evaluating our response and not be provided in response to a public records request or otherwise distributed. Set out below is our estimate of the likely annual Service Payments(in 2015 dollars)based on our estimate of the costs of delivering the Project. These annual Service Payment costs are an all-in cost—including all costs related to the design,. development,financing,construction,operations,maintenance and long-term life-cycling of the Project. These costs include the costs of an operation and maintenance facility and all other features necessary to ensure this is a feasible project capable of operating independently until the future phase of the Beach Corridor Transit Connection Project are developed. 1 , 1 1 1 1 1 1 1 — -- Page 39 I i i ' Miami Beach Streetcar Project An unsolicited proposal APPENDIX 1 - TEAM QUALIFICATIONS AND EXPERIENCE ALSTOM Alstom Transport Proposed Role: Equity investor, leader of the EPC Contractor and responsible of vehicles, electrification,traction power supply,SCADA,train control,communications,depot equipment and any such other similar systems,maintenance subcontractor responsible for all preventative and long-term maintenance and rehabilitation. ALSTOM group 1 Alstom is a global leader in the world of power generation, power transmission and rail infrastructure and sets the benchmark for innovative and environmentally friendly technologies.Alstom builds the 1 fastest trains and the highest capacity automated metros in the world. We provide turnkey rail systems, turnkey power plants and associated services for a wide variety of energy sources and a wide range of solutions for power transmission,with a focus on smart grids.The Group employs 93,000 people in more than 100 countries. It had sales of over€20 billion and booked close to€24 billion in orders in 2012/13. ALSTOM Transport A promoter of sustainable mobility,Alstom Transport develops and markets the most complete range of systems,equipment and services in the railway sector.Alstom Transport team includes more than 28,000 transport employees in 60 countries and manages entire transport systems,including rolling stock,signaling,maintenance and modernization,infrastructure and offers integrated solutions. Providing a transport system requires a comprehensive approach that begins with careful attention to the customer's needs and culminates in the delivery of efficient,harmonious services.We develop sustainable and global railway solutions tailored to each operator and public authorities they serve.We create smarter mobility,building and maintaining solutions that operate more safely,comfortably and efficiently. From trains to signalling,infrastructure,services to complete turnkey systems,we offer the widest range of high-tech rail solutions.Operating in a transport market viewed as the most environmentally-friendly, Alstom designs equipment which is increasingly energy efficient and recyclable,accessible to the largest number of people and which can be integrated easily within the environment. Alstom Transport is one of the top P3 railway concessionaires in the world,with a track record of 13 PPP rail transportation projects that are either in construction or operations. Furthermore Alstom Transport has been involved in the last 20 years,with major turnkey projects ranging from the very high speed line in Korea to up to 15 metro and 18 streetcar new lines. Over the past 20 years,Alstom Transport has developed a full range of light rail/streetcar vehicles for new and existing networks. Our light rail/streetcar platform is constantly evolving,thanks to the success of the CITADIS'M vehicle product which was launched in early 2000.Alstom Transport has successfully I Page 40 --- I I Miami Beach Streetcar Project An unsolicited proposal developed engineering,industrialization and manufacturing capabilities for the CITADIST"family of light rail vehicles in different sites around the world. As of today,a total of more than 1800 CITADIST"have been sold to 50 cities including Paris, Reims, Orleans,Bordeaux,,Jerusalem,Barcelona, Madrid,Oran,Algiers,Casablanca, Istanbul, Nottingham, Dubai,Lusail,Rio de Janeiro,Cuenca,Sydney,...and Ottawa complying with North American standards and ADA.Alstom Transport has an unparalleled experience in delivering all the core components of a successful rail transportation system in a single fully-integrated package including track work, electrification,rolling stock,signaling,communications and equipment for stations,tunnels,and depots. In most cases Alstom is also the supplier of long term maintenance services to the operator. For example,Dubai's new Light Rail System,a streetcar turnkey project under delivery by Alstom,is setting the global standard as the world's first full wireless tramway line. ALSTOM North America A long-standing presence;Alstom has operated in the U.S.for more than 100 years. It currently employs almost 10,000 people in the U.S.out of which more than 1300 are dedicated to the U.S. rail transportation market with a focus on addressing our customers' needs and working with them to help achieve the growth of their freight and passenger rail systems. Alstom Transport's local centers of excellence in the U.S.and Canada: • New York City,New York—Headquarters, PPP,Turnkey Solutions • Hornell,New York—Rolling Stock(50 engineers out of 350 employees) • Rochester,New York—Train Control Systems(288 engineers out of 650 employees) • Chicago, Illinois-Train Life Services(18 engineers out of 300 employees) • Toronto,Ontario—Infrastructure solutions(7 engineers out of 10 employees) Alstom Transport's Hornell site is the largest rolling stock facility in North America with more than 30 acres of land and 700,000 sq.ft.(covered). It has delivered more than 7000 Metro cars.The manufacturing capabilities include the final assembly and fitting of railcars,trucks, propulsion and motors.The Hornell site also hosts test facilities such as a 2200 foot test track(DC voltage),combined propulsion test benches,and a climatic chamber. Alstom Transport's Rochester site has nearly 100 years of experience and is the market leader in train control for mass transit. It employs 650 people of which almost 50%are engineers.The site capabilities include a complete and fully integrated range of vital train control solutions including train detection, interlocking controls,wayside signals and controllers,cab signaling,communication-based train control systems(CBTC)and automatic train supervision(ATS). Alstom Transport's Chicago facility has been a leader in fleet renovation for over 30 years.Alstom has pioneered outsourced fleet services for maintenance,vendor managed inventory and parts management,namely with its flagship contract for the Amtrak ACELA fleet.With a team of more than 300 people,Alstom is a maintenance partner to several light rail and commuter rail operators Alstom has developed Innovative techniques such as Conditioned Based Monitoring(CBM). Engineering Excellence:Alstom Transport in the U.S.is receiving full support from technical and engineering platforms of each product line and in particular from systems product line for infrastructure and turnkey projects with the following global capabilities: • Systems platform: 104 Engineers • Infrastructure platform: 274 Engineers • R&D: 44 Engineers -- --04- — Page 41 11 Greater Miami Tramlink Partners • Civil works: 5 Engineers Alstom World Class Engineering program,aiming at recognizing our key experts,has nominated 35 of this group's individuals as Senior Experts with very specific and high expertise in their field. ALSTOM Transport Capabilities:Multi—Discipline Teams Alstom Transport has in-house capabilities across the broad range of disciplines required to Design- Build-Finance and support the operation of rail systems.This includes over 350 engineers in its U.S. offices and plants supported by Alstom Transport global organization across the world. Promoter of Design Build Finance&Maintain companies • In house dedicated DBFOM specialists team,since the early 90's • Participation in more than 13 P3 projects in the world 1 • Strong record of successful financial close in all P3's Value Outcome:Strong Experienced Partner Light Rail System Design&Build (Turnkey) • System Engineering,Assurance,Integration&Delivery Management • Dimensioning:Passenger Demand&Sustainability • Rolling Stock Integration:wireless solutions • Power Supply and Distribution: Consumption Simulations Value Outcome:Optimized Capacity Rail System Delivered on Time Light Rail Vehicle Design and Production • Market's largest fleet of fully low-floor trams: plus 1 800 vehicles • Modularity and customization:size,width,front end,colour&trim • Standardized base and pre-assembled modules • Record availability and reliability Value Outcome: Fosters a New City Image Light Rail Signaling • In-house signaling design engineering • Designs,builds and services technologically advanced solutions for all rail transportation infrastructure • Safety and performance,using approved,high-quality products Value Outcome:Safe&Secure environment Light Rail Track • In-house track design engineering • Rail/Wheel interface expertise • Appitrack'''"automatic fast laying machine-Reduced track laying times Value Outcome: Minimized Urban Perturbation Light Rail Electrification • In-house electrification design engineering Its • Pantograph/Catenary interface expertise • HESOPT"'reversible power supply substation for streetcar systems • Ground level power supply system APS Value Outcome:Green&Sustainable System Light Rail depot design&build • In-house maintenance depot design engineering • Design to Lean Maintenance practices Page 42 — 1 Miami Beach Streetcar Project An unsolicited proposal i 1 • Benefits from REX of Alstom light rail maintenance activities • Plus 35 light rail depot designed &build worldwide I Value Outcome:Optimized Investment,Fluid Operation ■ Light Rail System Maintenance • Plus 10 years'experience in maintaining light rail systems • Multidisciplinary teams from rolling stock to track,energy and ticketing • Plus 6,000 dedicated services teams across more than 15 countries Value Outcome: Reliable and Comfortable Service to Passenger Relevant project experience and qualifications: JERUSALEM LRT Alstom was, until 2013 when it decided to sell its participation, a 20%shareholder in Citypass holder of the 30 years DBFOM of Contract start date:2004 the first tramway line in Jerusalem. Alstom acted both as a Developer and the Leader of the Design-Build consortium, and • 1 • --. , .� of the system Maintenance. The line entered in operation in ,-fly - September 2011 after delays due to archaeological findings in s. 411'.. - historic sites of Jerusalem. Alstom provided system design, -75--� '- .`� test and commissioning of 46 CitadisT" LRVs, the 4.;, A kili. 1 installation, ..c , 13.8 km track using its AppitrackTM fast track-laying technology, 1 �" ! ! electrification, the traction power-supply system, the ° i _ << _ � y the electnficat o P '" ` �`' = -• maintenance depot facilities and all other electromechanical ..:= ti, mainte p s —\4 y ` - - .. systems.Alstom currently delivers the 27-year maintenance on the full system to the Operator Ai led by Transdev. The system provided and operated by Citypass is a very strong success, as anticipated through the operation of trams in double composition, to tackle the very high ridership of 70,000 passengers per day. REIMS LRT Reims Metropole Alstom, as a 17% shareholder in the MARS Contract start date:2006 Concession, holder of the 30 years DBFOM for the first � N, • ,i tramway line in Reims, has acted both as a Developer, the Leader of the Design-Build consortium and of the Maintenance of the tramway system. Financial close was obtained in time in spite of the financial crisis. Alstom provided system design, installation, test and commissioning of 18 CitadisTM LRVs, the - ,. 11-km line electrification with a 2-km catenary-less portion in 1101t. the city center, the track using AppitrackTM fast track-laying � technology, the power-supply system, the maintenance depot ' ,. ' ..f facilities and all electromechanical systems. Alstom currently performs the maintenance on the full system to the operator, for a period of 30 years. Project delivered within time and budget by the MARS consortium with limited disturbances to the worksite's surroundings and with financial stability. Preservation of Reims unique city-centre image was achieved through the use of APS ground-level power supply system and an iconic tramway design. Preservation of the concession assets through the supplier maintenance long-term contract. Page 43 I 1 1 Greater Miami Tramlink Partners i 1 DUBAI LRT Within the development scheme of Dubai transit system a 1 Contract start date:2008 Tramway solution has been elected to join the Al Sufouh p neighbourhood to the city centre. RTA has put special '"� attention in requesting a system harmoniously integrated i 0 within the regenerated urban environment, landscaping areas 14= i- r and new pedestrian & bicycle paths. Alstom is the Leader of ' the Design Build consortium providing the world's first full — wireless tram line thanks to its street-level power supply _' ` solution preserving the view on the beauty of city centres. / - : ' Alstom is providing system design, installation, test and ! _ :• commissioning of 11 CitadisTM LRVs, the 14-km line catenary id less electrification, the track, the power-supply system, the 19 p fully-enclosed air-conditioned stations,the maintenance depot / facilities and all electromechanical systems. Alstom will also ! perform the maintenance on the full system for a period of 13 years. Contracting the Alstom, RTA benefits from the only long ' ) term proven wireless technology deployed from year 2003 in I the Tramway of Bordeaux and already present in Anger, Reims, Orleans and Tours featuring more than 67 km of track and more than 12 Million of vehicle kilometre. 0 / NOTTINGHAM LRT PHASE 2 Alstom, as a 12.5%shareholder of Tramlink Nottingham holder 0 Contract start date:2011 of the 16 years DBFOM of Phase 2 of Nottingham Express Transit (NET), is acting both as a Developer, a major member ' �; ' .! 4 . - .1`- : N '` ••. of the Design-Build consortium and of the Maintenance of the .. 1� ,vr.- ._ �' tramways. NET is a tramway network which opened in 2004 0 ' + '' `��'� and was operated by Arrow Light Rail; it has then been taken over by Tramlink, since December 2011. Alstom is providing ' _ the upgrade of existing track, upgrade and maintenance of existing lncentro tramway fleet. It is also providing system design, installation, test and commissioning of 22 new Citadisim LRVs, 17.5 km of new track using its AppitrackTM fast ,. track-laying technology, electrification and power-supply ppir---i 7- ,. .' s systems and signalling and telecommunication systems. J__. Alstom will integrate maintenance of the new tramways into the current maintenance activity of the lncentro Trams, as a subcontractor to the operator Keolis. By contracting Tramlink, II the city authorities have benefited from a strong and 1 experienced team that has demonstrated ability to seamlessly take over the existing operation and deliver an improved service with the existing system from December 2011. In 5 parallel the construction consortium is on track to deliver the II new lines by the end of 2014, and has already delivered the first CitadisTM that took place in September 2013. II 0 I II Page 44 i III i lk Miami Beach Streetcar Project ( An unsolicited proposal ORAN LRT The Oran Light Rail Transit Project was the third Light Rail Contract start date:2008 transit line in Algeria and was implemented under an a Design- Build contract awarded to a consortium composed of Corsan Corviam(civil construction)and Alstom Transport(systems). The Oran light rail system is an 11 mile double track line with 32 stations,two maintenance shops and yards,and a fleet of ..4 30 vehicles.The line crosses the city's historic district and runs �. ' Ili - ; at grade across 95 intersections with existing streets.The ,"' - �- —4- -,r' system design included future line extensions with three new . --- — _ - lines totalling 18 route miles and an additional maintenance As the leader of the Design-Build. facility. n-Build consortium,Alstom g :: ` �._• •- has the responsibility for the design,supply,installation, testing,and commissioning of the traction power and overhead catenary, signaling and communication systems, g yard and depot maintenance facilities,ticketing and fare collection system,a fleet of 30 Citadis"' 100%low floor light rail vehicles.Alstom's scope also includes the overall project management,the system engineering,the systems integration, and the management of interfaces with the civil works. Through its 49%participation in maintenance joint venture company,CITAL,Alstom is responsible for maintaining the fleet of vehicles over a period of 10 years and the rail infrastructure over a period of 5 years(two separate contracts held by CITAL). The project requirements changed significantly after the notice to proceed.Alstom adapted quickly to anticipate the customer's needs taking over preliminary design activities such as route alignments optimization and utilities relocation.The design of the line was very challenging with regard to urban integration.The alignment needed to accommodate the narrow streets of the 19th century historical center,which required careful placement of catenary poles and hardware,sub-station equipment,and design of aesthetic and well integrated passenger stations respecting the community's culture.To mitigate impact to businesses in the old city center,EMA put in place a compensation package for demonstrated business losses, particularly in two streets that were long-established homes to many small businesses.The project included an environmental protection program which included the relocation of 100 of the most ancient trees in the city.Also,the project included redevelopment of the city center through the creation of new green areas and new tree plantings. The line has been in revenue operation since May 2013 and has experienced continual passenger growth,now transporting up to 50,000 passengers per day. It is designed for a ridership in the future of up to 90,000 passengers per day. Page 45 I 1 Greater Miami Tramlink Partners OUBUN LRT The Dublin light rail transit system (WAS) is a 23.6 mile system 1 which includes 2 lines and 54 stations.The Green Line started / operations in June 2004 and the Red Line opened in September 2004.The system is very successful with up to 80 . �• 000 passengers per day. -; -,...4, 1 ,11m1-Lilt,4,41..„,*, The LUAS lines are operated by VEOLIA(Transdev), under a contract with the Railway Procurement Agency(RPA).Alstom i is the maintainer of the LUAS system and holds three 1 - } maintenance contracts,two for the maintenance of the light rail vehicles and one for the maintenance of the rail infrastructure. The infrastructure maintenance is performed in a joint venture partnership with Dalkia who specializes in the maintenance of ' buildings and civil works.Alstom Transport delivered a total of 66 Citadis'" light rail vehicles as part of the LUAS project to create Dublin's light rail transit system.The delivery of those vehicles extended from 1999 up until 2008. All maintenance contracts are performance-based contracts where Alstom Transport is responsible for meeting minimum availability 0 criteria for both the fleet of vehicles and for the rail infrastructure.Alstom is exceeding those contractual 0 requirements. PANAMA METRO Li The Metro Line 1 of Panama City is the first stage in the 0 Contract start date:2010 implementation of an overall urban transit system which will _ comprise 3 metro lines and 1 LRT line.The Panama City Line 1 is the first metro line in Central America. It consists of a 8.5 miles driverless metro line comprising 12 stations and 57 _ -- - metro cars. In 2010,the Secretaria del Metro de Panama ��-'_"'' �. Design-Build contract for Metro Line 1 ,r� (SMP)awarded the full Design Bu d co ) �'�_ ��•�-�.� '�` ~_ to Consorcio Linea Uno(CLU),formed by a Brazilian civil work • N. company Odebrecht(55%)and Spanish FCC(45%).As .�.'�, subcontractor of this consortium,Alstom Transport is the 4; 1.9'' leader of Design-Build of the electro-mechanical systems and is j in charge of the engineering, integration and commissioning of 1 ) the electromechanical works on turnkey basis.Alstom is also supplying 57 metro cars,traction substations and the CBTC 1 ! train control system. The new subway takes approximately 23 minutes to travel from north to south of the city, has a capacity of 600 people 0 per train,and can transport more than 15,000 people during peak hour. 5 The line has been in revenue operation since April 2014. S N II Page 46 10 • Miami Beach Streetcar Project An unsolicited proposal OTTAWA LRT City of Ottawa entered into a P3 agreement with Rideau Contract start date:2013 Transit Group General Partnership(RTG) (ACS 40%, SNC Lavallin 40%and Ellisdon 20%)to design, build,and finance 4 i /i and maintain for a 30 year term,a new light rail system in • , Ottawa,Ontario. Alstom is a nominated subcontractor to the Design Built Joint Venture(OLRT Constructors)for the vehicle ,4 �• supply,and telecommunication and subcontractor of the Maintenance Company(Rideau Transit Maintenance General Partnership: RTM)for the maintenance of the LRT fleet.The IP I Confederation Line will be 8.2 miles dedicated light rail line • including a 2 mile tunnel 10 above-ground stations,three • underground stations,and one depot maintenance facility.The fleet consists of 34 Citadis""Spirit LRT train-sets operating in multiple units of two vehicles,with each multiple unit having a capacity of more than 600 passengers.The system has the capability to carry 10,700 passengers per hour from inception in 2018,and can grow to carry 18,000 passengers per hour by 2031.The modular LRVs are capable of being lengthened to 194 feet,to further increase ridership.The vehicles had to attain a high level of Canadian content(30%),while also containing service proven solutions. Alstom had to work with its major suppliers,to ensure that their systems were localized as much as possible,without any impact to quality,schedule or performance. Key challenges include overcoming the requirement to maintain vehicles,while the Maintenance Facility is being used for assembly of any additional vehicles. By careful design and specification of the Maintenance Facility, Alstom has created the necessary space for this activity to occur before major overhauls take place and will benefit of such final assembly to train its maintenance workforce. Another challenge is maintaining wheel life,as each train will operate over 100,000 km per year. To counter this issue, care was taken to ensure the track will be maintained appropriately,that the most appropriate(double-headed, adjustable)wheel lathe is installed and developing maintenance practices that maximize the life of the wheels. Alstom has responsibility to supply the 34 Citadis'"" LRVs and maintain them for 30 years. The vehicles will be assembled in the Depot Maintenance Facility in Ottawa,which is being built to meet Alstom's functional design requirements. As maintainer,Alstom takes the responsibility to meet availability, reliability and energy targets on a daily basis; while ensuring that the condition of the LRV is maintained to a high condition throughout the thirty years,taking into account system overhaul and upgrades. At the end of the thirty years,Alstom will hand back the vehicles,with a guarantee of 10 years additional life. It will enter in revenue service in April 2014. Page 47 Greater Miami Tramlink Partners Archer Western 1 Archer Western Contractors 1 Proposed Role: Member of the EPC Contractor responsible for the civil infrastructure Brief description: Established in 1983,Archer Western Contractors is a general contracting, construction management, 1 and design-build firm headquartered in Atlanta,GA.Archer Western is the largest subsidiary of The 1 Walsh Group, ranked by Engineering News-Record (ENR) in 2014 as the 15th largest national contractor, the largest bridge contractor,and second largest domestic heavy contractor in the nation. Archer Western Contractors operates under the same family ownership that has been working in the industry 1 for more than 116 years. Archer Western is well-established in the transit industry, having completed nearly$4B in transit projects across the country, including new lines and stations,tunnels and underground facilities,and grade separation projects.Archer Western has completed projects for public entities such as Dallas Area Rapid Transit;Charlotte Area Transit System;Chicago Transit Authority; Metropolitan Atlanta Rapid Transit Authority;and Valley Metro Rail. The nearly$1B DART Green Line Program,a signature project,was delivered using the Construction Manager/General Contractor (CM/GC)delivery method and involved more than 25 miles of new track and associated stations with worksites in urban neighborhoods along an active railway corridor. Archer Western is one of the largest construction employers in the State of Florida and brings local relationships with material suppliers and 1 subcontractors to this Project. 1 Relevant project experience and qualifications: 1 GREEN UNE LRT In Dallas,Archer Western constructed two segments($423M, 12.3 miles and$471.4M, 12.5 miles, respectively,totaling • = - $894M for 24.8 miles)for the Green Line LRT Expansion, closely coordinating throughout design and construction with •• : DART(the Owner)and the final designer/construction ^* manager(our Lead Engineering Firm,Jacobs). This start-up rail transit line serves the Dallas suburbs not previously served by 40- - a rail system.Sections of the project were constructed adjacent to a high-traffic inner-city airport,through an historical and two large medical districts,requiring preservation of viewsheds,airspace,and historical features. Location:Dallas,Texas The complex civil and systems infrastructure were integrated Capital Cost:$894M as a single construction/installation package,and, because of Type of system:LRT significant external utility and traffic impacts,an intricate three-phase testing system was implemented.Archer Western conducted extensive business impact mitigation,executed a strong economic empowerment program,and surpassed Owner workforce development requirements and DBE goals. f P p Page 48 P Miami Beach Streetcar Project An unsolicited proposal ORLANDO CFCRT SUNRAIL Archer Western Contractors was one of the lead contractors on the Central Florida Commuter Rail Transit System's us,,,,,,,,,*• expansion in Orlando, Florida, known as"SunRail" runs along 61 miles of existing CSX freight tracks through the greater __ Orlando metro area.This phase of the project is 31 miles long I '' and services 12 stations running from DeBary to Sand Lake, funded by the Florida Department of Transportation and the federal government in conjunction with county and local governments.The scope of the project includes, but not limited to: sub-ballast for track bed, reconstruction of roadway Location:Sanford,Florida crossings,construction of 12 station platforms,a vehicle Capital Cost: $92M(2 contracts) storage and maintenance facility,which includes an operations Type of System:LRT control center,a service and inspection building,96 at-grade railroad crossings,and 115 feet of bridge replacement. Archer Western also completed rail station finishes for seven CFCRT , Sunrail stations from Debary to Orlando Health to go along with the existing contract. Work included parking areas and roadwork,along with canopy installations, landscape and hardscape,electrical and ITS,CCTV, passenger assistance telephones,and audio visual systems. I 1 1 41 1 1 I 4 1 I 4 4 4 4 4 4 4 Page 49 1 I 1 Greater Miami Tramlink Partners i 1 /A\ InfraRed ' 1 Capital Partners `. I ■ InfraRed capital Partners Limited I Role:Developer and majority equity investor 1 InfraRed is and independent global investment manager with a particular focus on the development and 1 management of transportation infrastructure. InfraRed has committed more than US$1.2 billion of I equity to the development of more than 50 PPPs around the world,with a collective capital value in excess of US$25 billion. In total,the business manages over 160 infrastructure investments across its portfolio,with a combined equity value of more than$4.5BN. InfraRed has been actively participating in North America since 2007. Most recently in April 2015, InfraRed achieved financial close on the Portsmouth Bypass Project in Columbus Ohio and was awarded ' the SH 288 Toll Lanes Project in Harris County,Texas. In Canada, InfraRed(through its subsidiaries and through funds managed by its subsidiaries)manages investments in the RCMP'E'Division Headquarters Relocation Project(BC), Kicking Horse Canyon Phase II (BC), Northwest Anthony Henday Drive(AB)and 1 the Igaluit International Airport Improvement Project(NU). 1 InfraRed manages discretionary funds on behalf of its investors and is actively deploying capital to develop and invest in new-build social and transportation infrastructure projects in North America and ' other OECD countries.It developed and is now operating the successful A63 motorway in France and the Dutch High Speed Rail Link(Zuid)from Amsterdam (Netherlands)to Antwerp(Belgium). Illustrative relevant project experience and qualifications ' Project location Status Size Payment Purple Line Light Rail Transit 'Baltimore(MA) Shortlist Confidential 1 Availability / Portsmouth Bypass Portsmouth(OH) Closed 1 $S50M Availability P SH-288 Toll Road Houston(TX) Preferred proponent Confidential , Revenue Dutch High Speed Rail Link i Netherlands&Belgium Operations $1B Availability A63 Motorway France —Operations $1.5B Revenue Tyne Tunnel UK Operations $360M . Revenue 1 Transmission Gully New Zealand Construction Confidential Availability North West Anthony Henday Edmonton(Alberta) Operations C$1.17B Availability Kicking Horse British Columbia Operations C$147.8M Revenue+ Availability Igaluit International Airport Igaluit(Nunavut) Construction& C$295M Availability interim operations . Eagle P3 Commuter Rail Project Denver(Colorado) Committed bid $2B Availability f Page 50 -- –--- 1 Miami Beach Streetcar Project An unsolicited proposal As illustrated in the projects descriptions below,InfraRed has solid and extensive expertise in the rail sector and is experienced in bidding alongside many international P3 EPC contractors,operators and rolling stock manufacturers globally. It also has proven skills in identifying, structuring and managing the key risks involved in rail transportation schemes,such as interface risk between rolling stock and infrastructure,operation and performance regimes, renewal risks. SPEED RAIL LINK(ZUID) The Dutch High Speed Rail Link Project is an availability-based DUTCH HIGH S ( I 25-year DBFOM for a high speed rail line connecting Location:Netherlands Amsterdam(Netherlands)to Antwerp(Belgium). It Capital Cost:$1.5B encompasses approximately 60 miles of high speed rail Type of system:HSR infrastructure and system assets.Construction included the track, power supply,communication systems,the state-of-the- art European Train Control System and European Railway Traffic Management System (ETCS and ERTMS),noise barriers - - -- _� and ancillary equipment, such as the lighting and control '-_ ------._,___ systems in the tunnels. Additionally,the scope of works f included four tunnels,one aqueduct,two bridges and S connections at four major interfaces with existing rail infrastructure and one new high speed interface with the new Belgian high speed rail infrastructure,enabling traveling :.,,, between Amsterdam, Rotterdam,Antwerp, Bruxelles and Paris at speeds of up to 185 mph. I IP Financial Close was reached in November 2001 and construction was completed in December 2006. InfraRed co- developed the project and is the largest investor in a consortium comprising BAM, Fluor, InfraRed and another financial investor.The consortium,through its project company Infraspeed BV,successfully arranged private financing for the rail concession, securing approximately€1.1 billion from a consortium of 28 banks and the European Investment Bank,for the duration of the project. Page 51 1 Greater Miami Tramlink Partners I. Bs I Jacobs Engineering Group Inc Proposed Role: Lead Engineer Brief description: Lead Engineering Firm,Jacobs,brings the best in planning and design practices from its diverse experience engineering small transit extensions to complex,New Start-type start-ups worldwide. Jacobs has partnered to deliver transit programs through alternative delivery in the US and abroad. Jacobs is ranked 2nd among U.S.design firms and with over 50,000 employees is one of the largest professional . services firms in the world.Jacobs provides a full range of consultant planning,design, program management,and construction management services to the rail and transit industry.Jacobs works for agencies and partners with contractors on major transit projects nationwide including: NYC MTA (Metro-North,Long Island Rail Road,and NYC Transit),AMTRAK, NJ TRANSIT,SEPTA, PATCO, Port Authority Allegheny County, MBTA,CTA, METRA,CSX,MARTA, Maryland MTA,WMATA,Valley Metro, • Los Angeles MTA, BART,Caltrain.With over 250 rail professionals in the East Jacobs has strong experience in designs for streetcar, light rail and heavy rail project with a wide variety of rail line structures,buildings/stations/yards and shops,parking facilities,track,traction power systems (substations,third rail,and catenary systems),and signals and communications systems.Jacobs also has in-house specialists with expertise in construction staging,constructability,construction management, operations analysis and planning,computer simulation,value engineering,and cost estimating.Jacobs' vast experience working in the transit and railroad environment demonstrates that our designs are sensitive to railroad operations.Jacobs has a large engineering presence in Florida with offices in the Miami area that have local roadway,drainage and traffic design expertise. ) Representative projects include: 0 • Oklahoma City Streetcar • Hiawatha Light Rail systems design • Valley Metro, Phoenix Az ) • Hampton Roads Transit Light Rail,Virginia • MTA Purple Line Light Rail,Maryland • MTA Red Line Light Rail,Maryland • Pittsburgh Light Rail North Shore Connector Extension • Seattle Sound Transit Light Rail East Link • SEPTA Media Elwyn OCS • Signal Systems Design for Great Neck Interlocking • WMATA and Dulles Transit Dulles Metrorail Project-Silver Line 0 • Fort Worth Transportation Authority,TEX-Rail Program Management • NYS Dept.of Transportation, Railroad Retainer Agreement— t • Amtrak Hudson Line Grade Crossing and Signal Improvements, NY • Market Street Elevated Reconstruction Program Management, Philadelphia, Pa • FasTracks Program Support Services 2009, Denver,Colorado • Amtrak, Nationwide Accessible Stations Development Program(ASDP), U.S. • Massachusetts Bay Transportation Authority,Columbia Junction Signal Replacement, Boston, MA Page 52 - - Miami Beach Streetcar Project I An unsolicited proposal • Rhode Island Dept.of Transportation,South County Commuter Rail Project, Providence and Westerly, RI • Massachusetts Dept.of Transportation,Worcester Commuter Rail Line, Boston to Worcester, MA • • Amtrak,Lake Street Interlocking Rehabilitation,Chicago, IL • Washington Metropolitan Area Transit Authority,Dulles Corridor Metrorail Project,Vienna,VA • NJ TRANSIT,Portal Bridge Capacity Enhancement Project, Kearny/Secaucus, NJ • MTA Capital Construction, East Side Access Construction Management, New York,NY • Fort Worth Transportation Authority,TEX Rail Project,Fort Worth,TX -- --- Page 53 — — —- • I 1 Greater Miami Tramlink Partners 1 1 f servo 1 I Serco Inc I Proposed Role: Operator Brief description: 1 Few in the industry foster an entrepreneurial company culture,enable every person to excel,deliver 1 what is promised and build trust and respect. In Serco,these are not only important steps to guarantee success on every project but it is part of the corporate culture.As a partner with the City of Miami 1 Beach,Serco takes responsibility to make its corporate values part of every employee and provide a transformational program where District residents,shop owners,and visitors not only depend on the I rail and bus system, but enjoy the user experience.Serco Inc. is the Americas division of Serco Group, 1 PLC,one of the world's leading and most admired service companies. Serco improves services by I managing people, processes,technology and assets more effectively.Serco's broad array of real-time, f cost-effective service solutions ensures confidence and protection for public,government,and 1 commercial customers.Serco works with its customers to understand exactly what they need and help to see their projects through the complete lifecycle. 1 Relevant project experience and qualifications: 1 DUBAI METRO In partnership with the Roads and Transport Authority(RTA), I Location:Dubai Dubai has looked to Serco to deliver the highest levels of 1 operational performance and support Dubai's vision as a Capital Cost:$894M I Type of system:LRT regional hub and as a city that is truly world class. 1 The success of the Dubai Metro has enabled Serco to develop i . a core capability and an experienced team that continues to 1 I deliver high quality frontline services across a range of 1 •'I�te.r! transport modes in Dubai, establishing truly integrated, I - ~ . i -a - premium transit services encompassing the Dubai Metro(since •, r 2007), Dubai Bus System (since 2008), Palm Jumeirah Monorail Transit System(since 2009), Dubai Airport Automated People k = - Mover(since 2012),and most recently,the Al Sufouh 1 _ - • - id Streetcar,with O&M in early cooperation with Alstom during 1 the design-build delivery phase,which became operational in November 2014. I I For the entire Dubai regional system,Serco has managed and , i ` integrated the bus/rail operations,the complex interfaces with 0 � m -=-T RTA functions,and the rail and bus fleets from multiple � ' u. •••- S , s ► - suppliers. 3 The newest line being integrated into regional transit system, 1 - " ` • the Al Sufouh Streetcar, a 9.2 mile new O&M start-up, is a fully %. wireless rail fleet. ,, 1 0 } 1 1 Page 54 0 ■ f Miami Beach Streetcar Project I An unsolicited proposal Summary of other relevant experience and qualifications Project • O&M Value / Years RTA Dubai Al Sufouh Catenary less LRT $81M/10-yr TfL Dock lands Light Railway IPT O&M $109M/17-yr RTA Al Rashidiya Metro IPT O&M $77.5M/12-yr • Yorkshire Northern Rail O&M $7.9B/12-yr _ . RTA Dubai Bus O&M $67.2/4-yr Dubai Palm Jumeirah Monorail $72.5M/5-yr Dubai Automatic People Mover $17.5M/4-yr) ' Merseyrail,Merseyside,England $5.8B/25-yr Caledonian Sleeper, England $1.3B/15-yr The Ghan,Australia $18M/10-yr 3-1 Makkah Metro, Kingdom of Saudi Arabia $27M/4-yr • Doha Metro,Qatar $14M/4-yr Lusail LRT.Qatar $14M/4-yr Manchester Metrolink,UK $180M/10-yr Portsmouth Public School Bus Management and Maintenance $7.5M /10-yr Atal Indore City Transport(India) BRTS $2.6M/yr/6-yr Adelaide Public Transport Bus Operations $484M /10-yr Glasgow Bus Information and Signaling $8.8M/9-yr London Bikes $135M/8-yr Page 55 I 1 1 Greater Miami Tramlink Partners 1 **---61 1 1 Walsh Investors is an investment and development organization owned by the Walsh family,owners of The Walsh Group,which is a privately held company. Walsh Investors is an affiliate of The Walsh Group and has played a major role in the US P3 market as both developer and an investor in the last several years. Walsh Investors works hand-in-hand with its construction affiliates, including Archer Western,to develop a wide variety of P3 transactions in the civil and social infrastructure industry across US and 1 Canada. As the North American P3 market has evolved,Walsh has invested significant resources in the , space,developing internal business lines dedicated to enhancing the company's long-term participation 1 in the growing industry. The company has leveraged its partners'vast construction experience in the broader social and transportation infrastructure markets to become a major developer in the P3 market. This is highlighted by the company's recent success on the Ohio River Bridges East End Crossing P3 Project,which won the prestigious 2013 Project Finance North American Deal of the Year Award as well as the Partnerships Bulletin International 2014 Projects Grand Prix Award. Walsh Investors,vertically- , integrated along with its construction affiliate, and with a self-perform maintenance structure recently reached financial close on Pennsylvania s Rapid Bridge Replacement Project,the first P3 miNt ever procured in the Commonwealth of _ Pennsylvania. . VI's . I ) riamosim- -- - The Ohio River Bridges East End Crossing,the 1 _ *1/4----- -- first and only PPP project to date in the state of j �_ Indiana,includes the financing,design, construction,and 35 years of operation and .� maintenance for a 2,510 foot main span,twin tower cable-stayed bridge across the Ohio River that will link Louisville, Kentucky to Southern Indiana. The Project also includes a twin bore tunnel on the Kentucky approach of approximately 1,800 feet in length and 19 additional bridges,as well as associated roadway improvements and other related infrastructure work. ' Walsh Investors, L.L.C.(Walsh Investors)is a 33.3%Equity Member of the Project Co. responsible for all aspects of the project including the self-performance of operations and maintenance work.The Ohio River Bridges East End Crossing was the first greenfield P3 in the Midwest.The project includes r numerous technical challenges, environmental considerations,and Project Co. installation (but not operation)of new tolling system infrastructure. Walsh Construction is the managing member of the / design-build joint venture. 1 Walsh recently reached financial close with its partners on Pennsylvania's first P3 procurement,the Rapid Bridge Replacement Project, participating as an equity investor, lead contractor,and as an t operations and maintenance contractor. The Commonwealth of Pennsylvania,with 25,000 state-owned bridges,has the third largest number of bridges and the largest number of bridges classified as "structurally deficient"in the United States. The Pennsylvania Rapid Bridge Replacement Project(the / "Project")will accelerate the replacement of 558 geographically disbursed,structurally deficient, bridges across the Commonwealth in approximately 3.5 years. The majority of the replacement bridges are Page 56 0 Miami Beach Streetcar Project 1 An unsolicited proposal rural single and multi—span bridges that will be replaced in-kind. The Project will help improve the connectivity of the Commonwealth's transportation network,while minimizing the impacts on the traveling public.The improved connectivity, including removal of weight restrictions on new bridges,will increase the efficiency of freight and commercial movements which benefit the economy of the Commonwealth. In particular,Walsh Investors is participating in the development of the Project as an equity investor in the project Company("PWKP"). Walsh Construction Company,an Archer Western affiliate, is the managing joint venture partner on the design-build portion of the Project,with a guaranteed price$899 million construction contract. Walsh Infrastructure Management is the operations and maintenance contractor. Through the combination of these three roles,Walsh will serve as a long-term partner and service provider in the project and to the Commonwealth. PWKP will be using a combination of public funding,debt,and equity to finance the Project. Based on the current market conditions, it was determined that a Private Activity Bonds("PABs")structure was the most competitive financing solution for the Project. These PABs are tax-exempt,non-recourse bonds issued by the Commonwealth on behalf of PWKP,the largest PABs issuance to date on any P3 projects in the US. PWKP reached financial close in March 2015 and construction commenced in May 2015. Page 57 _ -- V ' ., likr 4 4.7 •,i. 1 . -. . . . ... . . 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Attachment E RESOLUTION NO. 2015-29000 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, EXPRESSING SUPPORT FOR EXPEDITING THE SOUTH BEACH COMPONENT AS THE FIRST PHASE OF THE BEACH CORRIDOR TRANSIT CONNECTION PROJECT, WHICH PROJECT PROPOSES LIGHT RAIL TRANSIT/MODERN STREETCAR CONNECTIVITY BETWEEN THE CITY OF MIAMI BEACH AND THE CITY OF MIAMI; DIRECTING THE ADMINISTRATION TO WORK WITH LOCAL TRANSPORTATION PARTNERS (I.E. MIAMI-DADE METROPOLITAN PLANNING ORGANIZATION, FLORIDA DEPARTMENT OF TRANSPORTATION, AND MIAMI-DADE TRANSIT,) TO EXPEDITE THE SOUTH BEACH COMPONENT; AND FURTHER AUTHORIZING THE ADMINISTRATION TO PROCURE ANY ENVIRONMENTAL STUDIES REQUIRED FOR THE SOUTH BEACH COMPONENT. WHEREAS, at the Special City Commission Workshop on Transportation on March 18, 2015, Mayor Phillip Levine directed the Administration to identify local funding sources to implement a modern streetcar/light rail transit system in Miami Beach which, ultimately, would connect Miami Beach to Downtown Miami; and WHEREAS, the City has been working in partnership with the Miami-Dade Metropolitan Planning Organization (MPO), the Florida Department of Transportation (FDOT), Miami-Dade Transit (MDT), and the City of Miami as part of the ongoing Beach Corridor Transit Connection Study("Study"); and WHEREAS, the Study focuses on re-evaluating the Locally Preferred Alternative resulting from the 2004 Baylink Corridor Study, which proposed a light rail transit/modern streetcar connection between. . Miami Beach and Downtown Miami, via the MacArthur Causeway; and WHEREAS, the Study recommendations focus on a catenary-less (off-wire) Light Rail Transit/modern streetcar system connecting Miami Beach to Downtown Miami via the MacArthur Causeway; and WHEREAS, the recommended alignment within the City of Miami Beach consists initially of the MacArthur Causeway; 5th Street; Alton Road; 17th Street; and Washington Avenue (in order to establish a direct connection to the Miami Beach Convention Center), and also contemplates future route expansion along Collins Avenue to the Julia Tuttle Causeway, connecting to Midtown Miami; and WHEREAS, based on the project schedule presented in the Study, it is anticipated that the environmental studies, design, and construction phases are estimated to take 6 to 9 years; and . WHEREAS, in an effort to expedite the project, both the Technical Advisory Committee and the Policy Executive Committee established as part of the Study have endorsed the project moving forward as a Public-Private Partnership project with annual availability payments being made by the local public entity sponsoring the project to the 7 Design/Build/Operate/Maintain/Finance firm (Concessionaire) over the agreed-upon concession period (typically 30 years); and WHEREAS, the Study estimates that the portion of the Project on South Beach proposed to operate along 5th Street and Washington Avenue ("South Beach Component") represents approximately 28% of the total $532 million capital cost of the Project(approximately $148 million) and estimates about $9 million in annual capital payments (28% of$32 million)for the South Beach Component; and WHEREAS, the Administration estimates that the total annual availability payments for the South Beach Component would be about approximately $12 million - $17 million per year, depending on the level of availability of State funds (including operating costs); and P 9 Y ( 9 9 ) WHEREAS, the Administration is evaluating funding sources for availability payments as part of the FY2015/16 budget process, including increasing parking fees for on-street parking, as well as exploring options for siting a maintenance yard in South Beach in close proximity to the proposed streetcar alignment; and WHEREAS, expediting the South Beach Component as the first phase of the Project will help build a ridership base and establish a framework for a regional rail system. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve this Resolution expressing support for expediting the South Beach Component as the first phase of the Beach Corridor Transit Connection Project, which Project proposes light rail transit/ streetcar connectivity between the City of Miami Beach and the City of Miami; directing the Administration to work with local transportation partners ( i.e. Miami-Dade Metropolitan Planning Organization. Florida Department of Transportation and Miami-Dade Transit) to expedite the South Beach Component; and further authorizing the Administration to procure any environmental studies required for the South Beach Component. PASSED and ADOPTED this 079 day of P ril , 2015. ATTEST: zr:f ' , -5 .‘ R fael E. Granado, Ci 1 Philip Levine, :). Olt B .• • y I� T:AGENDA\2015 -.ps•••- - rtg p rt for Expediting the South Beach Component RESO.doc i INCORP ORATED: * �i •••. ••' APPROVED AS TO 4111)10/4.; •&`" �.• FORM &LANGUAGE- 5+� � �: �F R ELUTION 11�.t\tl\m, �� City Attorney Dote Attachment F RESOLUTION NO. 2015-29083 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ADOPTING THE MODE HIERARCHY PRESENTED AT THE MARCH 18, 2015 CITY COMMISSION WORKSHOP ON TRANSPORTATION. WHEREAS, given the existing traffic congestion, the high number of special events, and the limited capacity in the City of Miami Beach's transportation network, residents and visitors have experienced an increased level of difficulty moving though the City; and WHEREAS, the City has not completed a Transportation Master Plan since 1999; and WHEREAS, in 2014, the City engaged Gannett Fleming to complete a new City of Miami > y 9 P Y Beach Transportation Master Plan; and WHEREAS, Gannet Fleming evaluated existing conditions and collected data for transit, traffic, and pedestrians throughout the City; and WHEREAS, on March 18, 2015, the City held a Commission Workshop on Transportation which included an overview of the Transportation Master Plan prepared by Gannett Fleming and a proposal for a transportation mode hierarchy; and WHEREAS, based on analytical contrasts of vehicular throughput and people throughput, the Administration recommended a transportation mode hierarchy consisting of: 1- Pedestrians, 2-Transit, Bicycles, Freight(depending on the corridor), 3- Private Vehicles; and WHEREAS, the Administration believes that the proposed mode hierarchy will change the paradigm of transportation in Miami Beach and appropriately respond to growth in population and tourism; and WHEREAS, based on the proposed mode hierarchy, Gannett Fleming will generate projects focusing on enhancing alternative modes of transportation and reducing traffic congestion; and WHEREAS, City Commissioners present at the March 18, 2015 Commission Workshop on Transportation supported the proposed mode hierarchy presented by the Administration. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby adopt the mode hierarchy presented at the March 18, 2015 City of Miami Beach Commission Transportation Workshop consisting of: 1- Pedestrians, 2- Transit, Bicycles, Freight (depending on the corridor), and 3- Private Vehicles. PASSED and ADOPTED rh� A y 1 y 1 of i1 J/* , 2015. ;v- .--ATTEST: API _ Rafa E. Gra ado, wty 'lerk .•. P clip f J INCORP ORATED' ,j ,�� APPROVED AS TO T:WGENDA12015Uuly 1TRANSPORTATIOMResolution Jbe Mode Hi. rchy Present At; �,• •�` 0).doc FORM A p, LANGUAGE • &FOR EXECUTION 26 r r5 City At4omey ' 3::all Emma . o r Z CD M 02 r-, ..._ rn E-77 4 ! c..rt n Cn m IN • • D m D i i — ! x 5-' 3:11111 f 1 C .. . I ., . ..__. �. m c„ ! L t o s✓ co O CD C f D = Q Fri El) p- (r) c • F r-r C •Q� ^ IIII b Z 6 r,-. i . . =E = o �-- �I "1:1 1 II •1 1 ! n f I a I r 1 lir i ...-_-.--.0. 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I O Attachment J MEMORANDUM OF UNDERSTANDING Between CITY OF MIAMI BEACH, FLORIDA, CITY OF MIAMI, FLORIDA, MIAMI-DADE COUNTY, FLORIDA And FLORIDA DEPARTMENT OF TRANSPORTATION, DISTRICT #6 For BEACH CORRIDOR DIRECT CONNECTION PROJECT NEPA ENVIRONMENTAL STUDIES, PROJECT DEVELOPMENT, ENGINEERING AND CONSTRUCTION PHASES; FUNDING; PROJECT SPONSORSHIP; AND OPERATING AGENCY This Memorandum of Understanding (MOU) is entered into between the City of Miami Beach, Florida (Beach), City of Miami, Florida (City), Miami-Dade County, Florida (County), and the Florida Department of Transportation District 6 (FDOT), collectively known as the"Parties." The Parties wish to continue the efforts already underway to improve regional mobility which has involved local, regional and state stakeholder collaboration and coordination, including the Parties' ongoing efforts to identify optimum multimodal alternatives for a balanced regional transportation system and to define regional and local projects that support continued economic transit oriented development through effective transportation and land use planning and subsequent decisions. The development of a multimodal transportation system within the southeast Florida region involves numerous transportation agencies and stakeholders and is a complex undertaking. Each of the Parties has unique skills and abilities which are necessary for successful implementation of the Beach Corridor Direct Connection Project (formerly known as BayLink), a fixed guideway corridor project between downtown Miami near the Government Center to the Miami Beach Convention Center via the MacArthur Causeway, hereinafter referred to as the"Project." The Parties acknowledge the potential transportation, economic, social, and environmental benefits of the introduction of passenger rail service linking downtown Miami with the Convention Center in Miami Beach. The project is identified in the Miami-Dade 2040 Long Range Transportation Plan (LRTP) as a Priority III partially funded project for Preliminary Engineering and Right-of-Way phases. In addition, portions of the Project are included in the Beach, City and County transportation plans and programs. It will improve east-west mobility, promote redevelopment and revitalization, enhance and integrate existing Miami-Dade Transit service, and improve circulation in the two downtown areas. Introducing passenger service in the Project corridor will provide an efficient option to driving on congested streets and highways and a much-needed integrated transportation link. The purpose of this MOU is to develop a multi-agency partnership for undertaking the Project, especially as to the National Environmental Policy Act (NEPA) process and Project Development activities. This includes, but is not limited to: • Clarifying the roles and responsibilities of the Parties relative to the Project; • Clarifying the involvement of the Parties relative to the Project; • Identifying Project funding; • Improving the efficiency by which Project activities are conducted; • Establishing a Project Advisory Committee("PAC") with specific responsibilities and regularly scheduled meetings; • Scheduling regular Project updates to the involved Boards and agencies as deemed necessary by the PAC ; • Presenting and advancing the Project with a unified voice; • Coordinating technical studies and evaluations; • Coordinating outreach to the public, municipalities, and other involved stakeholders; • Collaborating on innovative approaches to a funding framework for the Project, • Maximizing the Region's competitiveness in securing potential federal funding for the Project; • Managing the funding and administration relating to the Project; and • Determining the Project Delivery method and the responsible parties. The Parties hereby mutually agree and express their understanding of the following components: 1. Project Roles. The role of the Parties in conducting the Project shall be as follows: a. The Parties agree to pursue the Project under one NEPA document, under FDOT management. b. The Parties shall ensure that the Project is coordinated and consistent with all local, regional, and state transportation plans. c. All Parties shall seek to reach consensus on key project issues and work cooperatively towards resolving any conflicts that may arise. d. All Parties shall ensure that the overall Project Development milestone schedule (two year required timeline by Federal Transit Administration "FTA") is maintained throughout the Project, for the entire Project. A schedule with key milestones (FTA documentation, public meetings, etc.) will be developed by FDOT and reviewed by the PAC. e. Upon prioritization of this project as a MPO Priority I funded project for Planning and Preliminary Engineering phases in the MPO 2040 Long Range Transportation Plan, FDOT shall 'coordinate with the Beach, the City and the County on operations, planning and engineering to support the advancement of the Project, particularly as it affects the Beach, the City and the County transportation network and local infrastructure. f. FDOT, with support from the Beach, the City and the County, will present regular Project updates quarterly to the MPO, and the Parties' boards. g. FDOT shall serve as the contract manager for the Project and shall administer Project funds, and ensure that the Project's procurement process is consistent with Federal, state and local regulation and that appropriate billing procedures are implemented. h. FDOT shall have the primary responsibility for completing all activities associated with the Project Development Phase and the NEPA process. FDOT will coordinate this effort directly with the Parties, including technical support and all presentations, workshops, and hearings. Following approval of a Locally Preferred Alternative by the Miami-Dade MPO, FDOT shall submit final NEPA documentation to FTA. Upon approval of the NEPA document, FDOT on behalf of the Parties, shall submit a request to FTA to enter the Engineering Phase. i. FDOT will coordinate with the PAC regarding coordination with local governments addressing station locations, land use, future transit oriented development opportunities, and related matters. 2. Initial Project Funding. The Parties agree to fund the NEPA and Project Development activities up to the total amount of $10,000,000. Upon approval and execution of this MOU by all Parties, the Beach, the City and the County shall each enter into Locally Funded Agreement ("LFA") for purposes of contributing its portion of Project funding, as further indicated below: a. FDOT shall contribute $5,000,000, or 50% of the initial Project funding. b. Beach shall contribute $417,000, or 4.17% of the initial Project funding. c. City shall contribute $417,000, or 4.17% of the initial Project funding. d. County shall contribute $417,000, or 4.17% of the initial Project funding. e. The Parties shall further pursue the funding commitment of the Citizens Independent Transportation Trust (CITT), in the amount of$3,750,000, or 37.5% of the initial Project funding. f. In the event that the entire amount is not expended, the funds will be returned to the respective party based on the above percentages. g. In the event that the entire amount is not enough to cover the initial Project activities cost, FDOT shall provide detailed information as to the need for additional funding, and will request funding from the Parties according to the above percentages. 3. Party Involvement in the Project. Each stage of the Project shall be conducted with the involvement and cooperation of each party. During Project Development, and subsequent phases, input and approval must be obtained from each party to define the appropriate project milestones. 4. Project Advisory Committee (PAC): The Parties shall establish a Project Advisory Committee to provide guidance for the Project and to serve as a liaison to their respective agencies. The Beach, the City and the County shall each select two representatives to serve on the PAC and FDOT shall select one representative to serve as an ex-officio member. All Parties shall provide staff and technical support to the PAC. The PAC may appoint advisory subcommittees as deemed necessary. 5. Project Finance Plan. FDOT shall have the primary responsibility to develop a general funding framework which will include anticipated federal, state, and local shares. The Parties shall have the primary responsibility for project financing, as herein stated, and shall further be responsible for the development of a conceptual project finance plan that addresses capital costs, operations/maintenance costs, and local contributions. These efforts will occur simultaneously throughout the course of the Project. The Project Finance Plan will be coordinated with and integrated into ongoing MPO finance planning and be presented to the MPO for approval. Approval will be sought by the PAC and all affected funding parties at the federal, state, county, and municipal levels, as well as other sources that may be identified, and ultimately brought to the MPO for inclusion in their Cost Feasible Plans and Transportation Improvement Plans (TIPs), per federal law. 6. Future Project Funding. Funding for the NEPA and Project Development Phase of the Project will be included in the FDOT five-year work program. The PAC shall pursue all sources of capital money to fund the remaining phases of Engineering and Construction. Operations and maintenance costs shall be a local and regional responsibility. FDOT shall have no obligations to fund operations and maintenance costs for the Project. It is the intent of all Parties that the Operating Agency of the Project rail passenger service will be the Beach, the City, the County, or their agents, and that the selected entity shall have the primary responsibility for the service. Under no circumstances will FDOT become the Operating Agency, or fund future operations. 7. Determining the Project Delivery Method and the Responsible Parties. Up to and near the completion of the NEPA and Project Development work, the Parties will determine collectively how to proceed into the next phases of the capital program development process, and may reconsider the Project process as well as Project roles at that time. The Parties will collaborate on a schedule for proceeding, as well as agree on a funding plan for the next stage of the capital program development process, engineering and design. At that time, the Parties will explore and agree upon the preferred Project Delivery Method, and the associated roles and responsibilities. 8. Basis and Foundation for the Project. It is the intent of the Parties that the previous work completed for the Project, most notably the Beach Corridor Transit Connection Study Report (June 2015) and the Phase 2 Miami-Miami Beach Transportation Corridor (BayLink) Study (April 2004), shall serve as the basis for the Project, and the analysis and technical work that went into developing the Direct Connect alternative shall be used as the foundation for the NEPA and Project Development work. 9. Obligations. Through this MOU, the Parties express their mutual intent to move in a diligent and thorough manner to develop the Project during the NEPA and Project Development phase, but understands this MOU is by its nature a preliminary agreement outlining commitments to be made in this process, and imposes no legally enforceable contractual obligations on any party, other than the obligations set forth in Paragraph 2 herein. 10. Effective Date. This MOU shall take effect when executed by all Parties, on the last date shown below, and shall expire upon Project completion, unless extended in writing by the Parties. 11. Counterparts. This MOU may be executed in counterparts, and when taken together, the same shall constitute a binding agreement on all Parties. 12. Right to Terminate. The Parties agree that if the New Start Project Development Application is not submitted to the Federal Transit Administration by August 15, 2016, any party may choose to terminate this MOU and proceed independently. If the New Start Project Development Application is submitted by August 15, 2016, then any party may terminate this MOU no sooner than forty five (45) days and no later than ninety(90) from the date of the submittal of the New Start Project Development Application. It is understood that nothing in this MOU shall prohibit any of the parties from proceeding with the procurement of the design, construction, operation, or maintenance of the Beach Corridor Direct Connection Project or any portion thereof WHEREFORE, the Parties have each executed this MOU on the dates below written. Florida Department of Transportation Miami-Dade County By: By: Name: Name; Title: Title: Date: Date: Legal review: Legal Review: By: By: City of Miami City of Miami Beach By: By: Name: Name; Title: Title: Date: Date: Legal review: Legal Review: By: B 0-Ae