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2016-29503 Reso RESOLUTION NO. 2016-29503 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER WITH RESPECT TO THE RANKING OF PROPOSALS, PURSUANT TO PROPOSAL REQUIREMENTS DOCUMENT (PRO) NO. 2016-071-KB, NOTICE OF RECEIPT OF UNSOLICITED PROPOSAL FOR LIGHT RAIL/MODERN STREETCAR PROJECT IN MIAMI BEACH; AND AUTHORIZING NEGOTIATIONS FOR AN INTERIM AGREEMENT WITH THE TOP-RANKED PROPOSER, GREATER MIAMI TRAMLINK PARTNERS, AND SHOULD NEGOTIATIONS WITH THE TOP- RANKED PROPOSOR NOT BE SUCCESSFUL, AUTHORIZING NEGOTIATIONS FOR AN INTERIM AGREEMENT WITH THE SECOND RANKED PROPOSER, CONNECT MIAMI BEACH; AND SHOULD 'NEGOTIATIONS WITH THE SECOND-RANKED PROPOSER NOT BE SUCCESSFUL, AUTHORIZING NEGOTATIONS FOR AN INTERIM AGREEMENT WITH THE THIRD-RANKED PROPOSER, MIAMI BEACH MOBILITY PARTNERS. WHEREAS, on or about June, 2015, the City received an unsolicited proposal for a wireless light rail/modern street car project from Greater Miami Tramlink Partners for a Light Rail/Modern Streetcar Project in Miami Beach; and WHEREAS, on December 16, 2015, the Mayor and Commission adopted Resolution No. 2015-29247, accepting receipt of the unsolicited proposal from Greater Miami Tramlink Partners, and authorized the Administration to solicit alternative proposals for a public/private partnership ("P3"), in accordance with Florida Statute 287.05712, for an off-wire or "wireless" light rail/modern streetcar system (the "Project"), and WHEREAS, on January 12, 2016, the Administration released Proposal Requirements Document (PRD) 2016-071-KB, entitled "Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach" (the "PRD"), in accordance with Florida Statute 287.05712; and WHEREAS, a mandatory pre-proposal conference to provide information to the proposers submitting a response was held on February 19, 2016; and WHEREAS, on May 10, 2016, the City received a total of three (3) proposals in response to the PRD from: Connect Miami Beach; Greater Miami Tramlink Partners; and Miami Beach Mobility Partners; and WHEREAS, as part of the review of the proposals, the City's Consultant and City staff have conducted a detailed review of the proposals and have determined that all three (3) of the proposals submitted are responsive and meet the PRD's Minimum Requirements for the Project; and WHEREAS, on May 13, 2016, the City Manager, via Letter to Commission (LTC) No. 207-2016, appointed an Evaluation Committee (the "Committee"), consisting of the following individuals: • Dan Gelber, Resident City of Miami Beach • Jose Gonzalez, Transportation Department Director, City of Miami Beach • David Martinez, Director, Office of Capital Improvement Programs, City of Miami Beach • Javier Rodriguez, P.E., Executive Director - Miami-Dade Expressway Authority (MDX) • Carmen Sanchez, Planning Department Deputy Director, City of Miami Beach • Allison Williams, Chief Financial Officer, City of Miami Beach; and WHEREAS, via LTC No. 218-2016, Javier Rodriguez, P.E., Executive Director- Miami- Dade Expressway Authority (MDX), was replaced as an Evaluation Committee member with Mr. Scott Robins, Resident, City of Miami Beach, because Mr. Rodriguez was unable to participate on the evaluation committee meeting due to scheduling conflicts; and WHEREAS, subsequently, Mr. Robins was also unable to participate in the Evaluation Committee due to scheduling conflicts; and WHEREAS, on May 24, 2016, the Evaluation Committee was provided with an overview of the Project, information relative to the City's Cone of Silence Ordinance and the Sunshine Law and general information on the scope of services, references, a copy of each proposal, the proposers' financial statements, proposers' responses to City's requests for clarifications, a summary of the proposals prepared by the City's Project consultant, Kimley Horn and Associates ("Consultant"), the Consultant's financial evaluation of the proposals, and Addendum Nos. 1 and 2 of the Consultant's summary of the proposals; and WHEREAS, the Evaluation Committee convened on June 16, 2016, to consider the proposals received pursuant to the PRD, and was instructed to score and rank each proposal in order of preference pursuant to the evaluation criteria established in the PRD, which included consideration of the (1) experience and qualifications of the proposer and each of the Lead Team Participants; (2) the financial capability of the proposer; and (3) the proposer's approach and methodology for delivery of the Project (including but not limited to their approach to design and construction, implementation of projects in complex urban environments, approach to the Vehicle/Systems Technology, and approach to the process for developing a comprehensive agreement); and WHEREAS, the Evaluation Committee process resulted in the following ranking of proposers: 1St Ranked —Greater Miami Tramlink Partners; 2nd Ranked —Miami Beach Mobility Partners; 3rd Ranked —Connect Miami Beach; and WHEREAS, the City Manager has conducted his own review of the proposal submissions, the City Consultant's technical reports, and the due diligence reports prepared by Kroll Associates, Inc.; and WHEREAS, after reviewing the pertinent materials and having taken under consideration the Evaluation Committee's deliberations and ranking, and the factors noted in Section 0400 of the PRD, for the reasons set forth in the Commission Memorandum accompanying this Resolution, the City Manager has recommended that the Mayor and City Commission approve the following ranking of proposers: 1st Ranked—Greater Miami Tramlink Partners 2nd Ranked —Connect Miami Beach 3rd Ranked — Miami Beach Mobility Partners; and WHEREAS, the City Manager has recommended that the Mayor and City Commission authorize negotiations for an interim agreement with Greater Miami Tramlink Partners and, if the City cannot reach an agreement with Greater Miami Tramlink Partners, to authorize negotiations with Connect Miami Beach and, if the City cannot reach an agreement with Connect Miami Beach, to authorize negotiations with the third-ranked proposer, Miami Beach Mobility Partners. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and the City Commission hereby accept the recommendation of the City Manager with respect to the ranking of proposals pursuant to Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach, and authorize the Administration to enter into negotiations for an interim agreement with Greater Miami Tramlink Partners and, if the City cannot reach an agreement with Greater Miami Tramlink Partners, authorize negotiations with the second-ranked proposer, Connect Miami Beach and, if the City cannot reach an agreement with Connect Miami Beach, authorize negotiations with the third-ranked proposer, Miami Beach Mobility Partners. /1 PASSED AND ADOPTED this � day of ./(4 l/-5 ./(4 2016. ATTEST: %:'� % .�// Philip Le ine, '• or7 "AU G c to 1 / f'ae"?anado, City Clerk ; f,\\.\\.1 , ,,.�.''.Q ,,, APPROVED AS TO L- - 1 ------\°� FORM & LANGUAGE I ���; &FOR EXECUTION * :.INCCRP CRATED= :1 �� lat‘ok '/2 ••• �\ C Attorney Date A6) ,,," • • COMMISSION I I LM SUMMARY Condensed Title: 1. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER WITH RESPECT TO THE RANKING OF PROPOSALS, PURSUANT TO PROPOSAL REQUIREMENTS DOCUMENT (PRD) NO. 2016-071-KB, NOTICE OF RECEIPT OF UNSOLICITED PROPOSAL FOR LIGHT RAIL/MODERN STREETCAR PROJECT IN MIAMI BEACH;AND AUTHORIZING NEGOTIATIONS FOR AN INTERIM AGREEMENT WITH THE TOP- RANKED PROPOSER,GREATER MIAMI TRAMLINK PARTNERS,AND SHOULD NEGOTIATIONS WITH THE TOP RANKED PROPOSOR NOT BE SUCCESSFUL, AUTHORIZING NEGOTIATIONS FOR AN INTERIM AGREEMENT WITH THE SECOND RANKED PROPOSER, CONNECT MIAMI BEACH. 2. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA, APPROVING THE INTERIM AGREEMENT TERM SHEET AND KEY CONCEPTS FOR A COMPREHENSIVE AGREEMENT WITH A PUBLIC PRIVATE PARTNER FOR A LIGHT RAIL/MODERN STREETCAR PROJECT IN MIAMI 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: On December 16,2015,the Mayor and Commission adopted Resolution No.2015-29247,accepting receipt of an unsolicited proposal from Greater Miami Tramlink Partners for a Light Rail/Modern Streetcar Project in Miami Beach,and authorizing the Administration to solicit alternative proposals for a public/private partnership("P3"),in accordance with Florida Statute 287.05712, for an off-wire or"wireless" light rail/modern streetcar system (the "Project"). In the Proposal Requirements Document(PRD)issued on January 12, 2016, as amended on March 17, 2016, the City solicited other proposals to design, build, finance, operate and maintain the Project. The scope of the Project contemplates a fully"turn-key" delivery approach that includes the design, construction, financing,operation,and maintenance of the Project,including vehicles and associated power,communications, signalization, and other systems required for the functionality of the Project ("Vehicle/Systems Technology"); operation and maintenance facilities, related civil infrastructure, including "curb-to-curb" road reconstruction, permitting,and related services pertaining to the Project and other related infrastructure work.The City will make a site available for a maintenance facility,to be managed/operated by the successful Proposer. As part of the City's resiliency program for sea level rise,the successful Proposer shall be responsible for all resiliency-related work at specified geographical areas impacted by the alignment. The City received three(3)proposals on May 10,2016. After review of proposals and the presentations by each team, the City Manager recommends that the Mayor and Commission approve the recommended ranking of proposals pursuant to Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach, as follows: Number 1 —Greater Miami Tramlink Partners; Number 2 — Connect Miami Beach; Number 3 — Miami Beach Mobility Partners; authorize the Administration to enter into negotiations for an interim agreement with Greater Miami Tramlink Partners and, if the City cannot reach an agreement with Greater Miami Tramlink Partners,authorize negotiations with the second-ranked proposer, Connect Miami Beach;and further approve the Interim Agreement term sheet and key concepts for a Comprehensive Agreement. The City Manager further recommends that the Mayor and City Commission approve the Interim Agreement Term Sheet and Key Concepts for a Comprehensive Agreement. Additional details are provided in the attached memorandum. RECOMMENDATION ADOPT THE RESOLUTION. Financial Information: Source of Amount Account Funds: 1 The cost of the Project, are subject to negotiations and funding availability approved through the City's budgeting process. OBPI Total Financial Impact Summary: City Clerk's Office Legislative Tracking: Alex Denis, Jose Gonzalez, Kathie Brooks Sign-Offs: Dep ent Director Assistant City Manager Ci , •i :ggr AB rd JG)/ , KGB_ JLM __ 11 T:\AGENDA\20 '.1 une\Procurement\RFQ 2016-073-KB CMR Lincoln.Road\RFQ-2016-073-KB - CMR for Lin. In Road District - Summary.doc AGENDA 1FEM R7 S MIAMIBEACH I DATE '1' 13-1 C2 MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov COMMISSION MEMORANDUM TO: Mayor •Philip Levine and Members •I'the City Commission FROM: Jimmy L. Morales, City Manager li --—� DATE: July 13, 2016 SUBJECT: RESOLUTIONS PURSUANT T a PROPOSAL REQUIREMENTS DOCUMENT (PRD) NO. 2016-071-KB, NOTICE OF RECEIPT OF UNSOLICITED PROPOSAL FOR A LIGHT RAIL/MODERN STREETCAR PROJECT IN MIAMI BEACH 1. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER WITH RESPECT TO THE RANKING OF PROPOSALS, PURSUANT TO PROPOSAL REQUIREMENTS DOCUMENT (PRD) NO. 2016- 071-KB, NOTICE OF RECEIPT OF UNSOLICITED PROPOSAL FOR LIGHT . RAIL/MODERN STREETCAR PROJECT IN MIAMI BEACH; AND AUTHORIZING NEGOTIATIONS FOR AN INTERIM AGREEMENT WITH THE TOP-RANKED PROPOSER, GREATER MIAMI TRAMLINK PARTNERS, AND SHOULD NEGOTIATIONS WITH THE TOP RANKED PROPOSOR NOT BE SUCCESSFUL, AUTHORIZING NEGOTIATIONS FOR AN INTERIM AGREEMENT WITH THE SECOND RANKED PROPOSER, CONNECT MIAMI • BEACH. 2. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE INTERIM AGREEMENT TERM SHEET AND KEY CONCEPTS FOR A COMPREHENSIVE AGREEMENT WITH A PUBLIC PRIVATE PARTNER FOR A LIGHT RAIL/MODERN STREETCAR PROJECT IN MIAMI BEACH. ADMINISTRATION RECOMMENDATION Adopt the Resolutions. KEY INTENDED OUTCOME SUPPORTED Ensure Comprehensive Mobility Addressing All Modes throughout the City Maximize The Miami Beach Brand As A World Class Destination. FUNDING The cost of the related services, determined upon successful negotiations, are subject to development and implementation of a funding plan, and funding availability approved through the City's budgeting process. BACKGROUND On or about June, 2015, the City received an unsolicited proposal for a wireless light rail/modern street car project. On December 16, 2015, the Mayor and Commission adopted Resolution No. 2015-29247, accepting receipt of the unsolicited proposal from Greater Miami Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 2 Tramlink Partners for a Light Rail/Modern Streetcar Project in Miami Beach, and authorized the Administration to solicit alternative proposals for a public/private partnership ("P3"), in accordance with Florida Statute 287.05712, for an off-wire or "wireless" light rail/modern • streetcar system (the "Project"). At the March 9, 2016 City Commission meeting, the Mayor and City Commission approved Resolution No. 2016-29326, to provide for the qualifications-based ranking of proposals pursuant to the City-issued Proposal Requirements Document (PRD), so that the City could negotiate an interim agreement with the top-ranked firm. The purpose of the interim agreement is to provide for commencement of development activities, and establish the process and timeline for obtaining and negotiating a comprehensive agreement and a fixed price for delivery of the Project. BACKGROUND ON PROPOSAL REQUIREMENTS DOCUMENT (PRD), PROJECT SCOPE AND MINIMUM REQUIREMENTS In the PRD issued in response to the unsolicited proposal, the City solicited other proposals from qualified firms to deliver the Project and design, build, finance, operate and maintain the Project in accordance with the specifications identified by the City in the PRD. The scope of the Project contemplates a fullly "turn-key" delivery approach that includes the design, construction, financing, operation, and maintenance of the Project, including vehicles and associated power, communications, signalization, and other systems required for the functionality of the Project ("Vehicle/Systems Technology"); operation and maintenance facilities, and related civil infrastructure, including "curb-to-curb" road reconstruction, permitting, and related services pertaining to the Project, including all surveys, relocation of all utilities, replacement of pipes more than 50 years old and other related infrastructure work. The City will make a site available for a maintenance facility, with such site to be managed/operated by the successful Proposer as part of the Project. Further, the successful Proposer shall be responsible for all resiliency-related work at specified geographical areas impacted by the alignment, with such areas to be determined by the City during the interim agreement negotiations. Because the delivery method for the Project calls for the successful Proposer to design, build, finance, operate and maintain the project, each of the Proposers is a team comprised of various Lead Team Participants (as that term is defined in the City's PRD). The Lead Team Participants include: • the Lead Investor, the entity primarily responsible for providing equity for the Project; • the Lead Contractor, the entity responsible for construction; • the Vehicle/Systems Supplier, the manufacturer of the streetcar and related technology; • the Lead Engineer, the entity responsible for coordinating completion of Project engineering; and • the Lead Operator/Lead Maintenance Entity, the entity/entities responsible for operation and maintenance of the Project once the streetcars are in revenue operation. Based on directives provided by the Mayor and City Commission in Resolution Nos. 2015-29247 and 2016-29326, the City specified various minimum requirements in the PRD, including: 1 Effective July 1, 2016, Section 287.05712 of the Florida Statutes has been renumbered and amended as Section 255.065. Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 3 • The Proposer's Vehicle/Systems Technology shall have demonstrated capacity of fully catenaryless for revenue operations in Miami Beach while in operation between stops along.the Project route, following an alignment on a dedicated right of way. For purposes of satisfying the Minimum Requirements, the Vehicle/System Technology may use catenary within the maintenance facility depot, and may allow for charging of the vehicle batteries or supercapacitors at passenger stops along the route; • The Proposer's Vehicle/Systems Technology shall have demonstrated full performance capabilities, including maintaining air conditioning in all vehicles in a climate similar to the climate in the City of Miami Beach; • The Proposer's Vehicle/Systems Technology must include low floor, low step design throughout each vehicle to maximize and facilitate accessibility and more timely passenger loading and unloading; • The Proposer's Vehicle/Systems Technology shall be able to operate in a typical centenary system in the United States (750V DC); • The Proposer's Vehicle/Systems Technology shall have demonstrated capacity to address minimum ridership of 20,075 people on a daily basis, should it be extended across the MacArthur Causeway as part of the Direct Connect Project; • The Proposer's Lead Contractor shall demonstrate a bonding capacity of not less than $300 million; • The Proposer's Lead Contractor must have successfully delivered, as a general contractor under a design/build or other form of construction contract, at least one (1) public or public/private infrastructure project with minimum hard construction costs of$250 million in the last five (5) years; • The Lead Investor must have successfully delivered financing for a P3 project of at least $400 million in the last five (5) years. PRD PROCESS A mandatory pre-proposal conference to provide information to prospective proposers was held on February 19, 2016. PRD responses were due and received on May 10, 2016. The City received a total of three (3) proposals from the following teams: Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 4 Team Name 4 Members OHL Infrastructure, Inc. Connect Miami Beach Team Globalvia Inversiones, S.A.U. COMSA Concesiones, S.L.U. Alstom Transportation, Inc. Alstom Transport SA Archer Western Contractors LLC Greater Miami Tramlink Partners InfraRed Capital Partners Limited Jacobs Engineering Group Inc. Serco Inc. Walsh Investors LLC SACYR Infrastructure USA, LLC Miami Beach Mobility Partners John Laing Investments Limited AECOM Technical Services Inc. On May 13, 2016, the City Manager, via Letter to Commission (LTC) No. 207-2016, appointed an Evaluation Committee (the "Committee"), consisting of the following individuals: • Dan Gelber, Resident, City of Miami Beach; • Jose Gonzalez, Transportation Department Director, City of Miami Beach; • David Martinez, Director, Office of Capital Improvement Programs, City of Miami Beach; • Javier Rodriguez, P.E., Executive Director - Miami-Dade Expressway Authority (MDX); • Carmen Sanchez, Planning Department Deputy Director, City of Miami Beach; and • Allison Williams, Chief Financial Officer, City of Miami Beach Javier Rodriguez, P.E., Executive Director - Miami-Dade Expressway Authority (MDX), was replaced as an evaluation committee member with Mr. Scott Robins, Resident, City of Miami Beach (see LTC No. 218-2016). However, Mr. Robins was unable to participate in the Evaluation Committee due to scheduling conflicts. The Evaluation Committee convened on June 16, 2016 to consider the proposals. Previously, on May 24, 2016, the Committee was provided with an overview of the Project, information relative to the City's Cone of Silence Ordinance, and the Sunshine Law. The Committee was also provided with general information on the scope of services, references, a copy of each proposal, the proposers' financial statements, proposers' responses to City's requests for clarifications, advisors'2 summary of the proposals, advisors' financial evaluation of the proposals, and Addendum Nos. 1 and 2 of the advisors' summary of the proposals. The Committee was instructed to score and rank each proposal in order of preference pursuant to the evaluation criteria established in the PRD, which included consideration of the: 2 The term "advisors" refers to the City's Project Consultant, Kimley Horn and Associates, whose team includes various engineering firms as sub-consultants, such as HDR, LTK, and Parsons Brinkerhoff. Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 5 • experience and qualifications of the Proposer and each of the Lead Team Participants; and • financial capability of the Proposer; and • each Proposer's approach and methodology for delivery of the Project (including but not limited to their approach to design and construction, implementation of projects in complex urban environments, approach to the Vehicle/Systems Technology, and approach to the process for developing a comprehensive agreement). The evaluation process resulted in the ranking of proposers as indicated in the table below. EVALUATION COMMITTEE MEETING FOR PROPOSAL REQUIREMENTS DOCUMENT(PRD)NO.2016-071-KB, FOR NOTICE OF RECEIPT OF UNSOLICITED PROPOSAL FOR LIGHT LOW RAIUMODERN STREETCAR PROJECT David Jose Carmen Allison AGGREGATE IN MIAMI BEACH Martinez Gonzalez Sanchez Dan Gelber Williams TOTALS Rank Connect Miami Beach Team 3 2 3 3 v 3 14 3 Greater Miami Tramlink Partners 2 1 1 1 2 7 1 Miami Beach Mobility Partners 1 3 2 2 1 9 2 ANALYSIS Each of the proposer teams include competent, qualified infrastructure and vehicle system supplier firms that are among the largest multinational corporations in their respective industries, with multiple subsidiaries, tens of thousands of employees, global operations, and wide-ranging experience in implementing a range of infrastructure projects throughout the world. As part of the review of the proposals, the City's Project Consultant and City staff have conducted a detailed review of the proposals and have determined that all three (3) of the proposals submitted are responsive and meet the City's Minimum Requirements for the Streetcar Project. The experience of each of the proposer teams is summarized below: The Connect Miami Beach Team Number of Vehicle Systems/Supplier Rail Projects Delivered to Revenue Service: • Wireless: Three (3) wireless streetcar projects, namely: o Seville, Spain; in operation since 2010 o Zaragoza, Spain; in operation since 2011 o Kaohsiung, Taiwan; in operation since 2015 • Other Rail: 20 rail/transit projects (heavy, commuter, light rail). • Construction costs: $16.9M to $2.3B. • 10 are P3 projects; 9 of the 10 are in operation, and were completed between 1997 and 2016 Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 6 Wireless Streetcar Projects in Operations in Urban Areas and Ridership: • Seville: 50,000 daily ridership • Zaragoza — 80,000+ daily ridership • Kaohsiung —ridership data not available Lead Team Participant Experience: • Globalvia — concessionaire on 7 projects (LRT and metro service). • COMSA—concessionaire on 5 and as contractor on 4 projects (LRT service). • OHL— participated as contractor on 4 projects (LRT and rail service). • OHL Community Asphalt - participated as contractor on 1 project (Metrorail service). • Atkins — participated as engineer on 3 projects (LRT and commuter rail). Prior Working Relationships Between and Among Team Members: • Madrid LRT—OHL Concessionaires, COMSA Concessionaires and OHL Construction • Malaga LRT — Global Via Concessionaires, COMSA Concessionaires and COMSA Construction and CAF • Global Via Concessionaires, COMSA Concessionaires and COMSA Construction partnered on this project. • Trambaix LRT- Global Via Concessionaires, COMSA Concessionaires and COMSA • Trambesos LRT—COMSA Concessionaires, Globalvia and COMSA • Miami Airport Link — OHL Community Asphalt, Railworks Track Systems, and Atkins partnered on this project. • Seville LRT—Globalvia Concessionaires and CAF partnered on this project. Technology Considerations for Connect Miami Beach: Proposed Vehicle/System • CAF URBOS wireless 5-section vehicle • 100% low floor, approximately 105 feet long • Passenger capacity of 270 to 300 per vehicle, fully-loaded • CAF URBOS in wireless revenue operations since 2010 • Vehicle uses an Onboard Energy Storage System (OESS) consisting of Lithium Ion batteries and supercapacitors • The OESS is charged at passenger stops, taking between 20 to 30 seconds (typical time for passenger loading/unloading) • For example of Zaragoza vehicle, see https://www.voutube.com/user/tranviadezoz. CAF has supplied similar, Buy America compliant, 3-section URBOS vehicles using a catenary system to two transit authorities in the United States (Cincinnati and Kansas City). Additionally, as represented in its proposal, CAF has delivered several transit vehicles (Light Rail Transit and Streetcars) in North America. The Connect Miami Beach team has proposed using overhead charging stations to charge the vehicle OESS at passenger stops, with the overhead charging bar to be integrated into the architecture of the stop platform. Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 7 While the URBOS vehicle using a catenary system has been certified for use in the United States and is in operation in Kansas City, Missouri, the URBOS wireless transit vehicle using the OESS would have to be certified for use in the United States and specifically in Florida by the State Safety Officer. Similar systems have been approved for use in Seattle, Washington and Dallas, Texas. Overall, the Evaluation Committee ranked the Connect Miami Beach team third. During the deliberations, in discussing the relative merits of the proposer teams, concerns were expressed with respect to the supercapacitors and how they might impact the reliability of the transit system. As part of the City Manager's due diligence efforts to verify the factual assertions made in the proposals,3 the City's Project Consultant has confirmed that the wireless URBOS transit vehicle, which utilizes the supercapacitors, has been in revenue operations since 2010 and is now operating in three cities (Seville, Spain; Zaragoza, Spain; and Kaohsiung, Taiwan). In addition, during the City Consultant's interview of the Zaragoza, Spain public transit owner of CAF URBOS vehicles, the public transit owner noted that the URBOS transit vehicle in Zaragoza, Spain has performed well. The Greater Miami Tramlink Partners Team Number of Vehicle/Systems Supplier Rail Projects Delivered to Revenue Service: • Wireless: 6 wireless streetcar projects (listed below) • Other Rail: 31 rail/transit projects. • Construction cost: $52.1M to $5.3B. • Seven P3 projects. • Completed between 1999 and 2016; 6 are in operation Wireless (Ground-based power) Streetcar Projects in Operations in Urban Areas and Ridership: • Reims, France 2011: 50,000 daily ridership • Bordeaux, France (Innorail) 2003: 165,000 daily ridership • Angers, France 2011: 35,000 daily ridership • Orleans, France 2012: (ridership data not available) • Tours, France 2013: 55,000 daily ridership • Dubai, UAE 2014: 12,000 daily ridership (Jan. through June, 2015) Lead Team Participant Experience: • InfraRed —concessionaire on 2 for pursuit phase (LRT and commuter rail projects were awarded to another team) and 1 (high speed rail) • Walsh —concessionaire on 1 for pursuit phase (LRT) • Alstom —concessionaire on 1 pursuit phase (LRT) • Archer-Western - contractor on 13 (LRT, commuter rail, intercity rail and 1 streetcar) 3 As explained in Section 0200(8) and Section 0400 of the PRD, the Evaluation Committee's ranking is advisory to the City Manager, who may conduct his own review of, among other factors, the ability, capacity and experience of the proposers, in making his recommendation to the City Commission. Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 8 • Jacobs —engineer on 10 (LRT, commuter rail, metrorail, and 3 streetcars) • Serco—participated as lead operator on 6 (LRT, commuter rail and streetcar) Prior Working Relationships Between and Among Team Members: • Dubai Streetcar—Alstom and Serco partnered on this project • Lusail Streetcar—Alstom and Serco partnered on this project • Calendonia Sleepers (rail) -Alstom and Serco partnered on this project • Jacobs and Walsh/Archer-Western partnered on several infrastructure projects (non- transit) Technology Considerations for Greater Miami Tramlink Partners Proposed Vehicle/System • Alstom Citadis wireless 5-section vehicle • 100% low floor, approximately 106 feet long • Passenger capacity of 304 per vehicle, fully-loaded • Alstom Citadis in wireless revenue operations since 2011 • Vehicles powered by GPS (ground power system) • Charging "third rail" installed as part of the rail infrastructure, in operation since 2003 • Ridership in excess of 50,000 per day in Reims, Bordeaux, and Tours, France • Example of Alstom Dubai vehicle: https://www.youtube.com/watch?v=RYUgW-rEEBE The technology proposed by Greater Miami Tramlink Partners has been in operation in Bordeaux, France since 2003 (first introduced by Innorail, later sold to Alstom), and in five other cities since 2011. The Citadis transit vehicle using a catenary system is also in revenue operation in North America (Ottawa, Canada). One of the questions raised in the PRD, and by the Evaluation Committee, relates to how the proposed system would operate in a flood-prone environment such as in Miami Beach. This is particularly relevant to Alstom's GPS system, which is powered underground, linking to the third rail that charges as the transit vehicle passes over the rail. The Greater Miami Tramlink Partners proposal stated that the power system is enclosed in water tight systems that protect the power system against water intrusion from groundwater or flooding. Further, as part of the presentation to the Evaluation Committee, a video was shown of the Citadis wireless transit vehicle in operation during a major flood event in Dubai. The proposer's statements concerning the vehicle's performance during the Dubai flood were subsequently confirmed by the City's Project Consultant. The Citadis wireless transit vehicle is designed to European standards, and both the Citadis transit vehicle and GPS power system will have to be certified for use in the United States, and specifically Florida, by the State Safety Officer. During the Evaluation Committee question and answer period, Alstom acknowledged that it would need to go through the certification process in the United States. Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13,2016 Page 9 The Miami Beach Mobility Partners Team Number of Vehicle/Systems Supplier Rail Projects Delivered to Revenue Service: • Wireless: 1 wireless streetcar in operations: Dallas, TX • Other Rail: 39 rail/transit projects (heavy, commuter and light rail) • Construction costs: $3M to $7.9B • Six P3 projects/and or procurements • Completed between 1985 and 2016; 5 in operation Wireless Streetcar Projects in Operations in Urban Areas and Ridership: • 1 project (Dallas, Texas); 3 months after 2015 opening date: ridership of 300 per day Lead Team Participant Experience: • Sacyr — concessionaire on 2 projects (LRT and metrorail) and as contractor on 13 projects (LRT, commuter rail, metrorail and high-speed rail) • John Laing —concessionaire on 4 projects (LRT, commuter rail) • AECOM - contractor on 7 projects (LRT, metrorail, commuter rail, intercity rail) and engineer on 13 (LRT, metrorail, commuter rail, intercity rail, and streetcar) Prior Working Relationships Between and Among Team Members: • Sacyr and AECOM indicated they have jointly pursued of over 20 projects, such as the Murcia Airport in Spain and the QEZ-1 Infrastructure Development in Qatar • On several rail projects, AECOM was the city engineer and Brookville was the vehicle provider • John Laing and AECOM have successfully partnered on the Addenbrookes project in the UK and are presently partnered in a short-listed consortium in pursuit of the 1-70 project in Denver, Colorado Technology Considerations for Miami Beach Mobility Partners Proposed Vehicle/System • Brookville Liberty wireless 3-section vehicle • 70% low floor, approximately 66 feet long • Passenger capacity of 151 per vehicle, fully-loaded • Brookville Liberty in wireless revenue operations since 2015 • Vehicles powered by batteries, charged at mid-point and end-point of line • Vehicles take 1.5 to 2.5 minutes to charge at mid-point; and 8.5 minutes at end-point • Limited ridership data since 2015; 300 riders per day in Dallas • Example of the Dallas transit vehicle: https://www.voutube.com/watch?v=u-p381G3J4A Brookville has two vehicles in operation in Dallas, Texas, and recently delivered a third vehicle to Dallas that is not yet in revenue operations. The vehicle uses an OESS (Onboard Energy Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 10 Storage System) consisting of batteries for power. The OESS will be charged with an overhead "charging bar" at the end-point and mid-point of the phase 1 alignment. As stated by the proposer, the "worst case" scenario for charge time on a proposed Miami Beach system would be up to 2 1/2 minutes at the mid-point and up to 8 1/2 minutes at the end- point. These charging times would logically require a transfer of the passengers to another transit vehicle, as these charging times are much longer than typical unloading and loading at a transit stop of 20 to 30 seconds. For the charging at the end-point of the line, the vehicle would need to be taken out of service to accommodate the 8.5 minute timeframe required for charging. The current Liberty Streetcar system in operation in Dallas is a three-section car system that, as proposer notes, is "Buy America" compliant. Miami Beach Mobility Partners proposed a similar three-section car structure that includes low floor boarding in the center and a step up to board the ends of the vehicle. During the Evaluation Committee presentation, Miami Beach Mobility Partners indicated that the Liberty transit vehicle, using battery power, could run without charging for"miles and miles" and "up to an hour" based on computer "simulations." Similarly, the team stated that it could address growing ridership needs by linking vehicles together to convert a 3-section vehicle into a 6-section vehicle. However, these performance assertions have not been verified in revenue operations for any Brookville vehicle. Additional Due Diligence on the Proposer Teams The PRD requests that the proposers provide information concerning their litigation history, bankruptcy history, history of debarments or government contract cancellations, and other information, including certifications regarding compliance with the State of Florida public entity crimes laws, the City's vendor campaign contribution requirements, and the City's code of business ethics requirements. Such information about the Proposers and their background is part of the City's evaluation of whether each of the Proposers is a "responsible" entity: that is, "a firm with the capability in all respects to perform fully the contract requirements and the integrity and reliability to assure good faith performance." See Couch Construction Co., Inc. v. Fla. Dep't of Transportation, 361 So. 2d 184, 187 (Fla. 1st DCA, 1978); Section 287.012(24), Fla. Stat.; Fla. Admin. Code R. 60D-5.002(19). In addition to a review of the information provided by each of the proposers in their proposal submissions, the City engaged Kroll Associates, Inc. to perform an independent review and analysis of key Lead Team Participants. This review included conducting research from available public records searches with respect to each of the key Lead Team Participants, such as litigation searches, lien/judgment searches, regulatory searches and media searches, in both the U.S. and the primary foreign jurisdictions where the firms are based. Each of the proposer teams include infrastructure and vehicle system supplier firms that are among the largest multinational corporations in their respective industries, with multiple subsidiaries, global operations, and tens of thousands of employees. For this reason, the Kroll reports have identified numerous litigation matters and other potentially material adverse findings for each of the proposer teams. A brief outline of key matters identified in each of the Kroll reports, as well as a copy of each of the reports, is attached as Exhibit 1 to this Memorandum. Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 11 Notably, each of the proposer teams has, at some point in its past, faced allegations of corruption, bribery, or similar misconduct: • Alstom S.A., part of the Greater Miami Tramlink Partners teams, has had various of its subsidiaries and/or former subsidiaries and employees implicated in corruption matters in multiple jurisdictions, and a number of these matters appear to have led to criminal convictions of the executives involved, as well as Alstom's admission of misconduct and agreement to pay the United States a $772 million fine as part of a resolution of Foreign Corrupt Practices Act charges. Alstom has also been implicated in a corruption investigation of Brazilian stated owned oil company, Petrobras, including allegations that Alstom and G.E. paid bribes to secure contracts in Brazil. • OHL Infrastructure (part of the Connect Miami Beach Team) has been implicated in corruption allegations in Spain, including allegations that OHL agreed to or made payments to members of the PP Party in exchange for government contracts. OHL has also faced additional corruption allegations with respect to certain projects in Mexico. With respect to both matters, OHL has denied all allegations. Similarly, another member of the Connect Miami Beach team, COMSA, S.A., has had its key principals accused of making illegal payments to government officials in Spain. • Sacyr (part of Miami Beach Mobility Partners team) has had its former president implicated in corruption allegations in Spain, including allegations that its former president agreed to or made a EUR 200,000 payment to a member of the PP Party in Spain, in exchange for a government street-cleaning contract in Castilla-La Mancha. Its former president was also implicated in a water theft enterprise in 2005. With respect to both matters, Sacyr and its former president have denied all allegations. Because the information in the Kroll reports raises questions about each of the proposer teams, should the Mayor and City Commission authorize negotiations for an interim agreement with any one of the proposer teams, I recommend that the City meet with compliance officers of the recommended team to better understand the allegations of prior misconduct, how the company has responded to the allegations, the status of any pending matters, and what internal controls, compliance, ethics training and/or monitoring functions the firm has in place to prevent future misconduct, and assure the City that the proposer team has the appropriate compliance program in place to faithfully performing the contract requirements and deliver the Project reliably and with integrity. The results of that additional inquiry and due diligence will be presented to the City Commission prior to approval of any interim agreement. CITY MANAGER'S RECOMMENDATION After reviewing the proposal submissions, the City Consultant's technical reports, the Kroll reports, and having taken under consideration the Evaluation Committee's deliberations and ranking, and the factors noted in Section 2-369 of the City Code, I recommend that the Mayor and City Commission approve the following ranking of proposers, and authorize the Administration to commence interim agreement negotiations with the first ranked firm and, should negotiations with the first-ranked firm not be successful, to authorize negotiations with the second-ranked firm, as follows: Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 12 Number 1 —Greater Miami Tramlink Partners Number 2— Connect Miami Beach Number 3— Miami Beach Mobility Partners In making my recommendation, I note that each of the teams is competent, qualified, and each has substantial experience in delivering infrastructure projects throughout the world. This is important to note because since there has been no competition with respect to cost, the presence of three (3) capable teams as part of this procurement gives us the ability to negotiate from a position of strength with the first-ranked firm. However, this is ultimately a procurement for a wireless streetcar project and, in this qualifications-based selection, my recommended ranking is consistent with the demonstrated experience of each of the teams in delivering wireless streetcars projects that are actually in service. To this end, my recommended first-ranked proposer, Greater Miami Tramlink Partners, has delivered more wireless streetcar projects than any of the other teams, with five (5) proven projects in revenue service. My recommended second-ranked proposer, Connect Miami Beach, has delivered three (3) wireless streetcar projects in revenue operations with ridership exceeding 50,000 per day on at least one of its projects. Finally, my recommended third-ranked proposer, Miami Beach Mobility Partners, has only one (1) project in revenue operations, with only two (2) vehicles in service with an average daily ridership of 300 riders per day. My recommendation with respect to my recommended third-ranked proposer, Miami Beach Mobility Partners, differs from the Evaluation Committee's ranking, as the Committee ranked Miami Beach Mobility Partners second. Although the Brookville vehicle meets the Minimum Requirements, there are certain aspects of the Brookville Liberty system that, in my view, are not as desirable as the Alstom Citadis or CAF Urbos systems; in particular: 1) the Brookville vehicle has a charging time of 1.5 minutes to up to 2.5 minutes at mid- point of the line, and as much as 8.5 minutes at the end of the line, compared to Alstom (which does not require overhead charging) or CAF (with charging times of 20- 30 seconds at the stops); 2) the Brookville charging at mid-point or end-point of the line would likely require passenger transfers to ensure timely service (or conversely, would require passenger to wait on the train for extended periods of time), compared to the Alstom or CAF vehicles, which are more efficient in this respect; 3) due to the necessary passenger transfers associated with the extended vehicle charging wait times, the proposed system would require additional vehicle fleet and other resources to support the arrival of vehicles at stops every six to seven and a half minutes during peak periods; and 4) the Brookville vehicle is much smaller (66 feet long) and has more limited passenger capacity (max. 151) compared to the Alstom or CAF vehicles, which means the Brookville vehicles, as proposed, can accommodate fewer ridership during peak periods; and 5) the Brookville vehicle is not 100% low floor, as compared to the Alstom or CAF vehicles. As part of my recommended rankings, I also considered the various claims concerning each vehicle system's certification status and readiness for use in the United States. I do not find Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 13 this issue to be dispositive. First, I have actually observed and ridden several of these systems in Europe (i.e., CAF's system in Seville, and Alstom's systems in Reims and Bordeaux), and I find it hard to believe these systems cannot be made to work here. Furthermore, the State of Florida has not yet approved any wireless system for use in Florida, and all three of the proposers' vehicles and systems would need to obtain vehicle safety certifications in Florida by the State Safety Officer. For this reason, one of the Early Deliverables I have recommended for the Interim Agreement (as set forth more fully below) requires developing a plan for certification satisfactory to the City's Project Consultants and staff, to provide the City with assurance that the vehicle and systems can reach certification in a timely manner to maintain the Project on an advanced schedule. An Early Deliverable will also include a plan for interoperability to ensure the future connection across MacArthur Causeway, once that segment is added. Such plan will include a contractual obligation to provide access to all necessary technology and adaptations to ensure interoperability. Similarly, I considered the arguments advanced by both Connect Miami Beach and Miami Beach Mobility Partners, indicating that their vehicle systems are more attractive because they are "Buy America" compliant and the Alstom system, currently, is not. First, I note that the City Commission made clear, at its March 9, 2016 City Commission meeting, that "Buy America" requirements would not apply to this Project, as the City's intent is to expedite this Project and only pursue State of Florida and Miami-Dade County funding for the Project. Furthermore, if in the future the City Commission decides that Buy America requirements would be advantageous to the Project (e.g., with respect to funding options such as tolling), "Buy America" compliance is something that could be addressed with the Greater Miami Tramlink Partners team. This requirement primarily applies to the Vehicle/Systems and there are ways to achieve compliance that could be explored, if necessary. Such issues would have to be addressed prior to execution of any comprehensive agreement for the Project. One major question looming over this project is the ability of each system to operate effectively in our local environment, characterized by occasional flooding and rising sea levels. Since this is a long term investment, it is important to consider how the respective technologies will function over a 30-50 year time frame, and perhaps even longer. Unfortunately, none of us have a crystal ball to know exactly what conditions will be like at any specific time. But we can assume that water tables will continue to rise, and that despite the significant storm water master plan the City is implementing, there will still be episodes when temporary flooding will take place. With respect to the latter, I think all three Vehicle/Systems have evidenced a capacity to operate during flooding in various markets. Similarly, all three (3) providers have also acknowledged that at higher water levels, their system will not function. And as for operation during tropical storm events, I suspect we would be halting operations long before the effects of such storm were felt. As such, I do not think any system necessarily has an advantage with respect to this issue. The question of rising sea level is a bit more complicated. We have two very different technologies proposed. Two of the bidders (Connect Miami Beach and Miami Beach Mobility Partners) utilize battery powered vehicles with charging stations located at passenger stops. Recharging takes place by a connection at the roof of the vehicle. There are no underground utilities. Greater Miami Tramlink Partners utilizes vehicles powered by a ground power system with a charging third rail as part of the infrastructure. There are no overhead lines or infrastructure whatsoever. Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 14 The question that naturally arises is whether an above ground charging operation is preferable to underground technology in light of the rising underground saltwater tables. In assessing this, I make note of the following factors. First, there will be a significant resiliency component of this project that will include raising streets, installing pumps, etc., as well as an elevated platform for the rail. Second, we know that across this City, undergrounding of utilities is taking place and is perceived as a preferred approach to above ground wiring that is at risk to windstorm events. FPL, Comcast and other utilities that are undergrounding, are doing so with technology that is meant to be resilient to rising water levels. During the oral presentations, Alstom provided information about how their GPS would be resistant to seawater intrusion. I have no reason to believe that the underground electric sources cannot be protected with appropriate technology, but that is something we certainly would need to achieve full comfort with prior to entering into any comprehensive agreement. I also take comfort from the fact that whichever entity is selected, will have a long term financial stake in the successful operation of the system. The annual payments during the course of the 35 year concession (referred to as "availability payments"), include not only operations and maintenance payments, but also debt service for at least 50% of the capital costs. The City's obligation to continue to make the availability payments will be contingent upon the continued efficient performance of the streetcar system. Any required maintenance or repair to the system in excess of the availability payments during that time frame will be the obligation of the concessionaire at its cost. No matter which technology is selected, the winning team will have a significant stake in the long term successful operation of the system. I also considered other differentiators between the Greater Miami Tramlink Partners team and the Connect Miami Beach team. In reviewing the discussions at the Evaluation Committee with regard to the construction of the Project, I consider the Greater Miami Tramlink Partners team to have been extremely thoughtful in their approach to the utility relocation issues and maintenance of traffic plans for the Project, two issues of critical importance during the construction period for the Project. Further, I base my recommended ranking on the fact that Connect Miami Beach stated in its proposal, and during oral presentations, that it would fund its development costs during the interim agreement phase at its sole risk (other than for items such as early works construction activities, or the environmental clearance process), whereas the other teams indicated that funding for their development activities would require further discussion with the City. I believe that whichever team is selected, the City should require such proposer to fund its development costs during the interim agreement phase. For the above reasons, I recommend that the Mayor and City Commission authorize negotiations for an interim agreement with my first-ranked proposer, Greater Miami Tramlink Partners and, if the City cannot reach an agreement with Greater Miami Tramlink Partners, to authorize negotiations with the second-ranked proposer, Connect Miami Beach. INTERIM AGREEMENT TERM SHEET AND COMPREHENSIVE AGREEMENT KEY CONCEPTS At the March 9, 2016 City Commission meeting, the Mayor and City Commission approved Resolution No. 2016-29326, to provide for the qualifications-based ranking of proposals pursuant to the City-issued Proposal Requirements Document (PRD), so that the City could negotiate an interim agreement with the top-ranked firm. The purpose of the interim agreement is to provide for commencement of development activities, and establish the Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 15 process and timeline for obtaining and negotiating a comprehensive agreement and a fixed price for delivery of the Project. The Interim Agreement Term Sheet summarizes key terms to be negotiated over the next sixty (60) days with the successful proposer so that an Interim Agreement can be brought back to the Commission for its consideration in September or October, 2016. The Comprehensive Agreement Key Concepts lays the initial concepts for the final Comprehensive Agreement which will be further flushed out during negotiation of the Interim Agreement and brought back to Commission as part of that approval process. The draft Interim Agreement "Term Sheet" for the Project is attached as Exhibit 2. The Interim Agreement will outline the roles and responsibilities of the City and the "Developer" (term used to designate the Top Ranked Proposer) during the Project development period between the Interim Agreement and signing the Comprehensive Agreement/Financial Close. The Term Sheet includes a number of key elements that will be included in the final Interim Agreement. I have highlighted a number of key elements of the draft Interim Agreement Term Sheet below. • Project Scope —The draft Interim Agreement Term Sheet ("Term Sheet") includes the Project Scope from the PRD for the Developer and ultimately "Concessionaire" (the Developer becomes the Concessionaire upon signing the Comprehensive Agreement and reaching Financial Close) to develop, design, build, finance, operate and maintain the Project over a 35-year term. The scope also includes delivering Resiliency Program requirements in the area where the LRT/Modern Streetcar will be running in dedicated lanes in existing roads. The Developer is given 210 days to meet the requirements of the Interim Agreement. (See Section 1.1 to 1.3). • Major Project Development Stage Deliverables — The Developer will be responsible for delivering a series of major deliverables such as: o Early Deliverables — These focus on key areas of vehicle and systems certification, interoperability, preliminary price estimates, and a more detailed project schedule. These early deliverables are required in the first 60 to 90 days of the Interim Agreement to expedite the necessary due diligence for key areas of the Project. (See Sections 2.1 to 2.6); o Technical Project Plans — These focus on all key technical areas of the Project, including roadway design and construction, rail and rail systems design and construction, maintenance of traffic plans, vehicle delivery and testing, system operating plan, system safety plan, resiliency and sea level rise, etc. These plans will likely be delivered in early Spring 2017. The Developer will be provided with the Draft Project Environmental Impact Report (including project designation such as alignment, site of the vehicle storage and maintenance facility, etc.) and other key Project definition elements to guide the Developer's project development activities. (See Sections 2.7 to 2.15); o Project Financial Plan — This will focus on a firm price proposal and financing to advance the Project to be delivered as early as possible, based on information to be provided by the City concerning the City funding sources that will be available to support the Project. (See Section 2.16), Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 16 • Responsibility for Funding Project Development— The City will normally fund costs of the Developer that may be used or re-used by the City, regardless of the unique Project plan being developed by the Developer. These include the detailed survey, including underground survey activities, and identification of utilities and relocation plans for these utilities. In P3 projects, the Developer is generally responsible for the development costs associated with preparation of its proposed technical approach to the Project. The Term Sheet outlines these concepts on more detail. (See Sections 2.20 to 2.21). • Termination Provisions—The Term Sheet outlines termination provisions that include the City's ability to terminate the Interim Agreement at any time. The City may be obligated for certain to-be-negotiated Developer costs if the City decides to terminate without default or for other causal factors beyond the City's control. The Term Sheet also is clear that the City has the total right to move to the 2nd ranked proposal if the Project Development process is not moving as required, the Developer defaults, and/or agreement cannot be reach on key issues such as price. (See section 5). Key Elements for the Comprehensive Agreement — The Term Sheet includes an attachment that includes key provisions to be considered for the Comprehensive Agreement. This helps the Developer better understand the Project goals and also guides the process as it moves toward a Comprehensive Agreement. Several of the key provisions includes: • Fixed Price — The Comprehensive Agreement will include a fixed price for delivery of the Project, subject to certain adjustments as provided in the Agreement. An example of an adjustment could be the City request new services not contemplated in the original agreement, or to provide for an inflation increase to annual operations and maintenance cost indexed to the consumer price index. • Term — An overall term of 35 years — 4 to 5 years of design, construction, vehicle manufacturing and testing and then 30 years of operations. • Project Ownership —The City will own the Project and the Concessionaire will design, build and operate the system under agreement with the City. • Project Payments Tied to Performance — Milestone payments tied to completion of key deliverables such certification and delivery of the vehicles, completion of all roadway and rail construction, and opening of the system for revenue operations. Availability Payments tied to operating and maintenance performance measures, such as on-time performance, cleanliness, timely maintenance, and meeting safety requirements, will also be included. • Concessionaire Investment — The Concessionaire (owner of the Project Team) must invest a minimum amount (at least $10 million or 10% of the amount financed of capital costs, whichever is higher) and maintain these investments during design, construction and one year of the operating period. • Performance Guarantees — The Concessionaire must provide a combination of performance bond, letters of credit and parent company guarantees to ensure performance of design, construction and operations. Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach July 13, 2016 Page 17 • Termination — The City reserves the right to terminate for convenience or Concessionaire default. CONCLUSION The Administration recommends that the Mayor and Commission approve the recommended ranking of proposals pursuant to Proposal Requirements Document (PRD) No. 2016-071-KB, Notice of Receipt of Unsolicited Proposal for Light Rail/Modern Streetcar Project in Miami Beach, as follows: Number 1 —Greater Miami Tramlink Partners; Number 2 — Connect Miami Beach; Number 3 — Miami Beach Mobility Partners; authorize the Administration to enter into negotiations for an interim agreement with Greater Miami Tramlink Partners and, if the City cannot reach an agreement with Greater Miami Tramlink Partners, authorize negotiations with the second-ranked proposer, Connect Miami Beach; and further approve the Interim Agreement term sheet and key concepts for a Comprehensive Agreement. Attachments JLM/MT/KGB//AD T:\A GENDA\2016\July\Procurement\2016-071-KB(PRD)Lightrail_ModernStreetcar\PRD 2016-071-KB-Light Rail_Mondern Streetcar-Memo.doc