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20151216 SM1MIAMI BEACH City Commission Meeting SUPPLEMENTAL MATERIAL 1 City Hall, Commission Chambers, 3rd Floor, 1700 Convention Center Drive December 16,2015 Mayor Philip Levine Commissioner John Elizabeth Alem6n Com missioner Ricky Arriola Commissioner Kristen Rosen Gonzalez Commissioner Michael Grieco Commissioner Joy Malakoff Comm issioner Micky Steinberg City Manager Jimmy L. Morales City Attorney Raul J. Aguila City Clerk Rafael E. Granado Vr'slf us at wwu.miamibeachfl.gov for agendas and video "streaming" of City Commission Meetings. ATTENTION ALL LOBBYISTS Ghapter 2, Article Vll, Division 3 of the City Code of Miami Beach entitled "Lobbyists" requires the registration of all Iobbyists with the City Clerk prior to engaging in any tobbying activity with the City Commission, any City Board or Committee, or any personnel as defined in the subject Code sections. Copies of the City Gode sections on lobbyists laws are available in the City Clerk's office. Questions regarding the provisions of the Ordinance should be directed to the Office of the City Attorney. SUPPLEMENTAL AGENDA R7 - Resolutions R7C Expediting The Proposed South Beach Component Of The Beach Corridor Transit Connection Project Consisting Of A Light Rail TransiVModern Streetcar System ln South Beach 1.A Resolution 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, FloridaAnd Florida Department Of Transportation, District No. 6, For The Beach Corridor Direct Connection Project, lncluding Authorizing The City Contribution Of $417,000, Or 4.17o/o 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 TransiUModern Streetcar System ln South Beach, lncluding Action With Respect To June, 2015 Unsolicited Proposal Received From Greater Miami Tramlink Partners. (Transportation) (Memorandum & Resolution) 2 1 Supplemental Material 1, December 16,2015 R9 - New Business and Commission Requests RgB Discussion Regarding The Collins Park Parking Garage project. (Capital lmprovement Projects) (Memorandum) 2 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, CONSISTTNG OF A LIGHT RAIL TRANSIT/MODERN STREETCAR SYSTEM IN SOUTH BEACH Ensure All Modes Throuohout The Data Environmental Scan. etc: N/A Item Summa T:\AGENDA\201 AGENDA ir RT L Over 10 years ago, the Miami-Dade Metropolitan Planning Organization (MPO) prepared the Draft Environmental lmpact Statement (DEIS) for a light rail transiUmodern 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 transiUmodern 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, sth 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' lndependent Transportation Trust (CITT) - $3.75 Million; Miami-Dade County - $417,000; and cities of Miami and Miami Beach - $417,000 each. ln 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 transiUmodern streetcar system in South Beach based on the Direct Connect alignment of the Beach CorridoiTransit Connection Study, via Sth-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 procurementof a P3 untilafterthe 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 Citv Proiect based on anv of the ootions oresented above. Advisory Board Recommendation : Financial lnformation : Source of Funds:Amount Account OBPI I Total $415,000 1 06-961 5-000349 Financial lmpact Summary: Department Director Assistant CiSrfllanager City M nager JRG)PI KcB @ JLMI L 5\December\TION\Expediting the Miami Beach of the Beach ",."T',j doc E MIAAAIBEACH a^rz tA-16- ls3 MIAMI BEACH City of Miomi Beoch, I700 Convention Center Drive, Miomi Beoch, Florido 33,1 39, www.miomibeochfl.gov COMMISSI MEMORANDUM Mayor Philip Levine and Members of City FRoM: Jimmy L. Morales, City Manager DATE: December 16, 2015 BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CIry CLERK TO EXECUTE A MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MIAM! BEACH, FLORIDA, CITY OF MIAMI, FLORIDA, MIAM!.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 GOMPONENT OF THE BEAGH CORRIDOR TRANSIT CONNEGTION PROJEGT CONSISTING OF A LIGHT RAIL TRANSIT/MODERN STREETCAR SYSTEM !N SOUTH BEACH, INGLUDING ACTION WITH RESPEGT TO JUNE, 2015 UNSOLIGITED PROPOSAL REGEIVED FROM GREATER MTAMI TRAMLTNK 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 lmpact Statement (DEIS) for the Baylink Project recommended a light rail transiUmodern 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. ln 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 4 City Commission Memorandum - Drscussion on Advancing the South Beach Component of the Beach Coridor Tran sit Connection Project Decemberl6,2015 Page 2 of 10 preferred alignment to connect Miami Beach and Miami. The study recommended an off-wire or "wireless" light rail transiUmodern 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, sth 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 sth 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 soleiy 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. ln 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 Prolect is anticipated to cost approximately $tO Million. Potential funding has been identified from the following agency contributions: FDOT - $5 Million; Citizens' lndependent 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: o the MPO needs to endorse the Direct Connect Project, to then proceed with the City Project Environmental lmpact Review or Environmental lmpact Statement (PElRyElS phase and beyond;o 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: 5 City Commission Memorandum - Dlscusslo n on Advancing the South Beach Component of the Beach Coridor Tran sit Connection Project December 16, 201 5 Page 3 of 10 o the initial Direct Connect Project shall be a direct connection between Miami and Miami Beach traversing the McArthur Causeway;o while the Direct Connect Project may be developed in stages, all stages of the initial Project must be compatible in terms of interoperability;o the Direct Connect Project should be a light rail/street car project operating in a dedicated right-of-way or lane;o when complete, the Direct Connect Project shall be maintained and operated by one entity;o the City of Miami and City of Miami Beach may proceed with their own environmental analyses required for the Direct Connect Project;o FDOT shall coordinate with all entities in preparing overall coordination for the Direct Connect Project;o 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 fonruard with their portion of the Direct Connect Project to the extent that it does not jeopardize federal funding to the maximum extent possible. ln 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 transiUmodern streetcar system in South Beach based on the Direct Connect alignment of the Beach Corridor Transit Connection Study, via Sth Street and Washington Avenue Lonnecting to the Convention Center (Attachment C). Attachment D provides a rendering of an "Off-Wire" Light Rail TransiUModern Streetcar Vehicle. The City Commission has not yet taken any action with respect to this Unsolicited Proposal. ESTIMATED GOST OF THE CITY PROJECT (THE SOUTH BEACH COMPONENT OF THE DIRECT CONNECT PROJEGT) 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 $t+A million) and estimates about $g million in annual capital payments (28 percent of $32 million). lf 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, 6 City Commission Memorandum - Discussion on Advancing the South Beach Component of the Beach Conidor Tran sit Connection Project December 16,2015 Page 4 of 10 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). ln July 2015, the Administration issued a Request For Qualifications (RFO) 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 lnfrastructure Finance and lnnovation Act (TlFlA) 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 7 City Commission Memorandum - Discussion on Advancing the South Beach Component of the Beach Coridor Tran sit 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. ln 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 fonnrard 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. ln 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. lmportantly, 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 forthe 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 l), thereby potentially reducing the 2-year study schedule. 8 City Commission Memorandum - Discussion on Advancing the South Beach Component of the Beach Conidor Tran sit Connection Project December 16, 201 5 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.9., 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. MIAM!.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 cosUrisk). 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 Sth Street via Washington Avenue, to the Miami Beach Convention Center). 9 City Commission Memorandum - Discussion on Advancing the South Beach Component of the Beach Coridor Tran sit Connection Project December 16, 201 5 Page 7 of 10 Option 1 - Proceed with the FDOT/FTA recommended approach for the Direct Connect Proiect. with the Citv Proiect 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. lf 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 environmentalwork, the City could become eligible for between 50 and 75 percent of the capital cost of the City Project, or approximately 986.5 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 CiW's environmentat assessments. and issue a Request For Proposa! for a P3 to Desiqn. Build. Operate. Maintain. and Finance the Gitv Proiect. 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 undennray, 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 2Q16. 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 10 City Commission Memorandum - Discussion on Advancing the South Beach Component of the Beach Coridor Transit Connection Project December 16, 201 5 Page I of 10 progress and then determine whether or not to Project. continue to proceed separately with the City 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 Gitv's environmental assessments. and proceed with the Unsolicited Proposal Procurement Process for the Citv Proiect. 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 fonruard as a public private partnership. ln 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 transiUmodern 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, 11 City Commission Memorandum - Discussion on Advancing the South Beach Component of the Beach Coridor Transit Connection Project December 16,2015 Page 9 of 10 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 sth 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 WASHTNGTON AND sth STREET The Administration has been working with Miami-Dade County to develop a short term solution using buses with enhanced passenger amenities (e.9. WlFl, more comfortable seating) to operate in semi exclusive or exclusive lanes from downtown, along McArthur Causeway-Sth 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 transiUmodern 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 transiUmodern 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 12 City Commission Memorandum - Dlscussion on Advancing the South Beach Component of the Beach Conidor Tran sit Connection Project December 16, 201 5 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 TransiUModern 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 l: 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 13 RESOLUTION NO. RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND GIry CLERK TO EXECUTE A MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF MIAMI BEACH, FLORIDA, CIry 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. WHEREAS, over 10 years ago, the Miami-Dade Metropolitan Planning Organizalion (MPO) prepared the Draft Environmental lmpact Statement (DEIS) that recommended a light rail transiUmodern streetcar system powered by overhead catenary wires to connect the cities of Miami Beach and Miami via dedicated rightof-way along the MacArthur Causeway, a project formerly referred to as the Baylink Project and now known as the Beach Corridor Transit Connection Project; and WHEREAS, in October 2O13, 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 transiVmodern 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, sth 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 Sth 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, 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, 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; and, in addition, to alternatively provide for financing under the Transportation lnfrastructure Finance and lnnovation Act (TlFlA) program in the event 14 that Federalfunding is not available in a timely manner; and WHEREAS, FDOT has developed a proposed Memorandum of Understanding (MOU) between FDOT, Miami-Dade County, City of Miami Beach and City of Miami, included as Attachment J to the December 16, 2015 Commission Memorandum accompanying this Resolution, that provides for FDOT to take primary responsibility for management of the Direct Connect Project and the federal funding application process; and WHEREAS, the MOU incorporates an expedited approach under the FTA New Starts Program's accelerated delivery process and will permit the Direct Connect Project to comply with National Environmental Policy Act (NEPA) standards, while at the same time providing the City of Miami Beach with the flexibility to initiate its own procurement for the City Project, and further providing the City of Miami Beach the option to terminate the MOU within certain timeframes; and WHEREAS, the Project Development and Environment (PD&E) phase of the Direct Connect Project is anticipated to take 2 years and cost approximately $t0 Million, with funding from the following agencies: FDOT - $5 Million; Citizens' lndependent Transportation Trust (CITT) - $3.75 Million; Miami-Dade County - $417,000; and cities of Miami and Miami Beach - $417,000 each. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE Clry OF MIAMI BEACH, FLORIDA, that Mayor and City Commission of the City of Miami Beach, Florida, approve and authorize 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, lncluding Authorizing The City Contribution Of $417,000, Or 4.17% Ot The Overall Study Cost. PASSED AND ADOPTED this ATTEST: 2015. Rafael E. Granado, City Clerk Philip Levine, Mayor T:\AGENDA\201S\DecembeATRANSPORTATION\Expediteing the Miami Beach Portion ofthe Beach Corridor Connection Study - RESO MOU.doc day of APPROVED AS TO FORM & IANGUAGE 15 0)o:, 3of, .8 5* .P d l:F-*t -1,2e \EE - ; lwrttq6{{ 1lY=?ZE $TZA'E 3\.nt c 2 'E6 C'G :! tl 2 2 =t t -5mi'= CAO Hf;ra a !mfr --A.=59EHE 2il 0 6-6 -o6-1 8ECrYlC8tYt) o gE *E = naEa9zC' 1 s s" .'+g ,%qaer o 6,F3ttT SU$ETOfiYE ,milrv$ilLr, O :. r-: **EQ' @ u, *e1*f 6courrsrt I -tl A ( ru,f INEE .'o*€r-.0 iz +'7 9 't6 f" o *ci,o* =oa81 b^2 Ze ',abPEIINSYLVI}IIAAVE 16 Attachment B POLICY EXECUTIVE COMMITTEE RBSOLUTION #OI"-15 RESOLUTION APPROVING POLICY DIRECTIVES AS HOW TO PROCEED IVITH THE BEACH CORRIDOR TRANSIT CONNECTOR PROJBCT 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 developrnent 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 Conidor Transit Connector project move as expeditiously as possible, NOW, THEREFORE, BE IT RESOLVED BY THE BEACH CORRIDOR TRANSIT CONNBCTION STUDY POLICY EXECUTIVE COMMITTEE OF THE METROPOLITAN PLANNING ORGANIZATION FOR THE MIAMI URBANIZED AREA, that the following policy directive is hereby approved. l. The Beach Corridor Transit Connector project connecting Miami and Miami Beach shall raverse the MacAr-thur Causeway and shall be a direct connection between the two cities. 2. While the Beach Coridor 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 Conidor Transit Connector project should be light raiVstreetcar in nature and operate in a dedicated right of way or lane. 4. When complete, the entirc 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 Conjdor Transit Connector project. At the end of one year, each City should be able to move forward independently with their porrion 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. TheadoptionoftheforegoingresolutionwasmovedbyCommitteeMemberXavierL.Suarez. Themotion was seconded by Committee Member Philip Levine, and upon being put to a vote, the vote was as follows: Committee Chairman Carlos A. Gimenez Committee Member Bruno A. Barreiro Committee Member Philip I-evine Committee Member Tomas Regalado Committee Member Xavier L. Suarez The Chairperson thereupon declared the resolution duly passed and approved this 4tr' day of May, 2015. POLICY EXECUTIVE COMMITTEE OF THE METROPOLITAN Zainab Salim, Clerk Miami'Dade MPO Aye Aye Aye Aye Aye NIZATION 17 Attachment C SUBMITTED TOTHE gTT OF MNMI BEACH UNDER FLOruDA STATUIE 5 2E:'.05712 ,ulrE 2015 , ) ) , ) ) l" ) 1.?.'l ,u:t )"i: t ) ) ). ) ? I ) ) ) oI) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) I :,4.f * k* 't *.1 !| i]. BV GREAIER UIAIrll TRAMUNK PARTilERlt: AISTOM TRANSPORT ARCH ER WESTE RN CO NTRACTO RS INFRARED CAPITAL PARTNERS JACOBS ENGINEERING GROUP INC SERCO rNC WAI.SH INVESTORS 18 A. exrcuitvE sur*lmlnv Phase 1:The Proiect... The benefits of tte Proiect c1. 4.. c3. Conceflrd Defun........., Conceptud plan hr he provision of servins Sciredule br he initiafton ard completion of he qualifying prolect,. , .., ... D. PROPERTY INTERESTS 41. M. Page 1 Page 2 B. THE PROJECT AND THE TEAi' Bl. The context and ratftmab for t.le Prolect 82. Greder Miami Tramlink Paffers: an inboduction to the Team 83. Techni:ally qudified b deliverthe Miami Beach Streetcar Proiect 84. Trak record of successfulcolhboration and delivery.. 85. The P3 SEr.rctrre: tlealfcrdeliverirq fie Pmlect 86. This Poposal C. THE QUALIFYING PROJECT 15 19 2! Page Page Page Pqe Page Pagc Page Page Page 4 5 I 11 12 13 I , ) I ) ) ) ) ) ) ) ) t ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )I Popefi lnbresb...,,..,Page 26 E. FINANCING PLAN El . Sources of private finarring.,., .. E2. Approach b daoloping and imphrnentirg the financing plan E3. TinBline brsecurirB commihnenB and reachirB financhl c|ose.......,,.. E4. Public fundirB and actirns of he City..... F. SERVICE PAYMENTS Page 27 Page 30 Page 30 Page 32 Fl. F2, F3. F4. F5. Strrcture of Servkn Payrnenb E$imah of likaly rarBe of annual Service Paymenb Financial Model Assumptions........,. Key payment tsrms to be included in the Comprehen$ve Agrcement Otrer key business tenr h be included in he Comprehensive Agreement....,....., Page Page Page Page Page 33 34 35 35 36 G. CONTACT G.Page 38 Page 39 Pd; qo AITICHMFNT 1 l1[l1g9llkrryl?nge of annual Service Paymglts APPENDIX 1: Team Qualifications and experience Page (i) 19 ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )I )I ) ) ) ) )t ) ) ) ) )t Miami Beach Slreetcar Prolect , An unsohoted proposal Greater MiamiTramlink Partners is pleased to submit this unsolicited proposal to the City of Miami Beach pursuant to Florida Statute 5 287.05712 ("Proposal") for the development of the Miami Beach Streetcar Project as a public-private partnership ("P3"), This is a proposalto 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 wil! 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, lnfraRed Capital Partners, Jacobs Engineering Group, Serco lnc. and Walsh lnvestors. The team members of Greater Miami Tramlink Partners are strategically partnered for the Project, bringing a globaltransportation perspective and tnck record of collective experience. This team has the 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 Mia mi Tramlink Partners. ln submitting this unsolicited proposal, we invite the City of Miami Beach to recognize the role Greater MiamiTramlink 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 grounh within the City of Miami Beach. A1. Phase 1: The Project This Proposal offers to develop the Miami Beach Streetcar Project as the first phase of a broader program referred to hercinafter as the Beach Corridor Transit Connectlon 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 projeal; o Phase 2: the MiamiStreetcar Project (connecting downtown Miami to the design district); and . Phase 3: the MacArthur Causeway Corridor Project (connecting Phase I 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 dwelopment of the Project in the manner set out in this Proposal will not limit the flexibility of the City of Miami Beach (or Mlami-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. Prgo I 20 I Uiami Beach Streeicar Pro;cct An unsoicted ptoposrl 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 . lmprove transit mobilitY o 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 r Enhance accessibility and connectivity including to the soon-to-be renovated Clty of Miami Beach Convention Center and hotel o Facilitate urban integration and landscaping redevelopment with Ereen space and potential pedestrian commercial area o 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 servicesfrom 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 o Delper 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 localclimatic 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 manaBement 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 ftrst phase of the broader program, the implementation of the Miami Beach streetcar proiect 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 Prgc 2 21 , ) ) ) ) ) ) ) ) ) )I ) ) ) )I t I I II l I I ItI ItIt I I ltt ItI I ) ) I Greater Miamt lramlink Partncrs The Project will provide a transformative opportunity for the City of Miami Beach. These before and after photograptrs rllustrate the posrtrve inrpar t of cirange on thp City of Brcrdeaux {France} through the rntroduction of the ts()rdedux Crty Strepl(,rr prrj*r,t whirh lras trarrsfornred the oty Center- reducing corrgestiorr and provrdrrrg a relrable, 5dfe, :trearnlirrg,.l 1rr,'t, altr-rrratrve to rerdentS, Phdo 2: Clty of Bordeaux rftrr $restcrr conlmuters and visitors P:gr,' J 22 tirmr Berch Streetcar Proiect An unrolrcted proposal 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 passenters 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 U5. Meanwhile, Carl Fishe/s once-th rivint streetca r system has disa ppea red. Local officials have long recognized the need to re-build a streetcar svstem that connects the cities of Miami and Miami Beach and alleviates traffic congestion in the busy South Beach district. Over the last 27 yearc, 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. ln 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 fomard, 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 protram. Today, the City of Miami Beach is at a oossroads. 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 Beoch CorridorTronsit Connedion 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 2@7 and 2012. ln addition, the City Commission has recently approved an ambitious program to renovate the City of Miami Beach Convention Center and add an S0Groom convention center hotel. While these developments present exciting opportunities for growth, they willalso create additional pressure on the City's already-strained transportatlon system. Recognizing the critical need for a streetcar solution in Miami Beach, local leaders - including City of Miami Beach Mayor Phllip Levine and Miami-Dade County Mayor Carlos Gimenez - have led an effort to adopt a phased implementation for the Baylink proiect. 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 23 r- ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )t ) ) , ) ) ) ) , ) ) ) ) ) ) ) ) D ) D D D ) I Greater Miamr lramlink Partners expressed by the PEC, the City Mayor, City Commissaon 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. 82. Greater MiamiTramlink Partners: an introduction to the Team Named to convey the core principles of our project philosophy, approach to teamwork and commitment to the City of Miami Beach, Greater MiamiTramlink 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 worklng atongside the City to progress this proposal and provide best value in design, finance, construction, and the long-term operations and maintenance of the Proiect. Abtom Transport SA ('Abtom Tnnsport) Abtorn Transporiation lnc ("Ablom TransportJ Ardpr Westem Contrrtors, LLC ("ArdrerWestemJ lnfraRed CapM Partners Limited dirg h itscapacityiN rnimager br and on beMf d emh of he several limited parhenhips constitu[i]E lnffied lnfrashrture Fund I I I f hfraRedl Jabs Ergineering Group, lnc (.Jacobs') Serco, lnc ('Serco') Walsh lnvestors, LLC (YValsh lnwstorsJ Minority equity investor o Leader of the EPC Contractor and responsible for streetcar whic-les, electrifrcatbn, systems integratbn, tractbn power supply, SCADA, train control, communications, depot equiprent and any such other similar systems o Maintenance subcontractor responsible for all preventative and long-term maintenance ard rehabilitatim EPC Contractor member responsible lor the civil inlrastruclure (together yrith Alstom Transporbfron hereinafier refened to as he 'EPC Contrmto/) Developer and maiority equity inveslor Led Engineer Openator Minority equity inrmlor (and affliate of Archer Westem Contrachts) (togetrer witr Alstom and lnfraRed hereinafter refened to a ttp 'Equrty lnvestors") A brief description of each entity ls set out below. A more detailed desffiption of each entity together with qualifications and relevant credentials are set out in Appendix 1. An organizational chart, illustrating how the memberc of Greater MiamiTramlink Partners propose to work togcther on this Project is set out in Section 85 (The P3 Structure: ideal for deliverlng the Projea). Tabte 82: Hame and role ol entilies forming Greater iliami Tramlinh Partners Page 5 24 iliarni Beach St eetc.r Proiect An unrohcted Propot.l ALsr6,i,ril3;g:,"J;;ff iriilffililTd[.;;;!;##i;;;ir:[' 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 1,00O people. Alstom Transport's multidisciplinary knowledge and experience enables them to project- manate the complete delivery of light rail systems, including desitn, procurement, construction management, testing, commisioning, and orerall project integration and coordination. Alstom Transport is also able to apply those same skills to detail-engineer, procure, and install each of the key elecro-mechanicalsub-systems (vehicle, track, electrification, signaling and telecommunications) while its expert knowledge as a supplier of each of those rystems allows us to leverage specific optimizations across the whole rail system. With the largest range of products and services in the rail transportation ma*et, 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 (ln 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 (desiSn-build, design-bid'maintain, deslgn' 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. #Sllr Archer Western Established in 1983 in Miami, Archer Western Contractors is a general contracting, construction manatement, and design-build firm headquartered in Atlanta, GA' Archer Western is the largest subsidiary of The Walsh Group, ranked by Engineering News-Record (ENR) in 2014 as the 15th largest national contractor, the largest bridge contractor, and second largest domestic heaw contractor ln the nation. Archer Western is well- established in the transit industry, having completed nearly S0A 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 Authori$; Metropolitan AtlantaRapidrransitAuthority;andvalleyMetroRail'ThenearlySlBDARTGreenLineProgram'a signature project, was delivered using the Construction Manager/General Contractor (CM/GC) delivery method and involved more than 25 miles of new rack 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 subcontraclors to this Project. A l n f r a R e d Hl-."1*#:::ilffi ,i[::H:i"':']*Tff'1i: ffi: [" il :l: aer,ier paane.. t- - market, with an investment track record of nearly 20 years during which time lnfraRed has committed more than ussl.2B of equlty to the development and financing of more than 50 P3 around the world, wlth a collective capital value in excess of US525B. Developing and raising finance for large transportation proJects is a key focus for lnfraRed. ln the US this year alone, lnfraRed was the co-developer and a majority equity investor ln the Portsmouth Bypass Proiect 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. ln the rail sector, lnfraRed has proven skills in identifuing, structuring and managing the key financing risks involved in rail transportation schemes. tnfraRed was the lead equity investor in the Dutch High Speed Rail project - a 25-year Prge 6 25 I I ) I ) ) ) ) ) ) ) ) ) ) ) l I I I I ) ) ) Greater Miamr Trrmlinh Parlnets 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 2@5. JACCDEIS':::iil:';:Jtli',*ll'llim.'::::,H:il;lilxii?#10":::'1,.", to complex, New Staft-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,(X)0 employees is one of the largest professional services firms in the world. Jacobs provides a full range of consultant planning deslgn, prcrBram 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 lsland Rail Road, and NYC Tnnsit), 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, buildinBs/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. lacobs'vast experience working an 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. serco Serco is an award-winning international service provider with worldwide expertise in the transformation and delivery of public services in the transportation, air traffic control, aerospace, heahhcare, homeland security, and defense markets. Serco lnc. is the Americas division of Serco Group, PLC, and is headquartered ln the greater DC-metro region. Operating in over 40 countries, Serco's 122,000 employees work in partnership with customers to pursue continuous improvement, overcome challenges and manage effective change through employment of operational and maintenance skills that enhance asset service delivery and life-cycle optimazation. ln the transportation market, Serco is a global leader in the planning development, opention and maintenance of transportation systems. S€rco's world-wide portfolio of transport systems includes the operation of award winning rail, metro and bus services, strategic and local traffic network management systems and intelligent transport systems across the gloh. With contracts dating back over 25 years, close to 10,000 current rail employees, O&M responsibilities for over 7,145 miles of rail, the management of 584 stations, 572 trains and 19 depots, and transporting more than 350 million passenBers per year, it is evident that Serco has one of the most established track records in transit operations in the world. nffi)fir commercial, residential, social and civil infrastructure projects throughout the United States and Canada. By exclusivefu investlng in projects developed and/or constructed by affiliated Walsh entities, Walsh lnvestors demonstrates its financial commitment to the underlying project and its long-term clients. Walsh lnvestor's guiding principle is to hold equity investments for the long term and remain one of the client's primary points of contact throughout the project term. t I I ) )t ) ) )l I ) ) )II D D D D I Walsh lnvestors is an investment and development organization owned by the Walsh family, owners of The Walsh Group, which is a privately held company. Walsh lnvestors, through direct investment, various partnerships and joint ventures, has developed or lnvested in numerous industrial, Prg6, 26 Miami Beach Streetc.I Prorect Afl unsolicted proposal 83. Technically qualified to deliver the Miami Beach Streetcar Project The members of Greater MiamiTramlink 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 smalltransit extensions to complex new systems worldwide. Jacobs' experience in streetcar, light rail $ansit, commuter rail, bus rapid transit, and tuided 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 railprojects. ln Dallas, Archer Western constructed two segments ($423M, 1?.3 miles and $471.4M, 12.5 miles, respectively, totaling S894M for 24.8 miles) for the Green Line IRT Expansion, closely coordinating throughout design and construction with DART (the owner) and the final designer/construction manager (our Lead Engineering firm, Jacobs). The s594M,8.5-mile Jerusalem light rail streetcar project - the first high-capacity sta ft -up line in lsrael - was delivered as a DBFOM by Alstom, as the lead of the CityPass consortium. Ertensive external constraints (permitting; police and security; significant historical and a rchaeologica I (ancient) features; religious 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 maintenante and storage facility equipment and utilities. l, ; II Page 8 27 f ) ) ) ) ) ) ) ) ) ) ] ) ) ) ) ) )Ill )I )I Greater Miami Tramliith Partncrs 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. ln 2003, Alstom designed, manufactured, supplied, installed, tested, and commissioned, initially a total of 38 (then extended to 100) Alstom Citadis* low-floor, wireless light railvehicles 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 Citadis* streetcars with APS technology, resulting in the delivery of more than 88 streetcars and 145 more on order. Alstom Transport is currently servicing more than 1,700 streetcars in 50 cities worldwide; carryinB 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. I ) ) ) ) ) )I ) ) )l ) ) ) ) ) ) I Page 9 28 Miami Beach Slreetc.r Proiect An onrolicted proposal Operations and Maintenance 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 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 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. ln North America, Alstom Transport's Chicago Site is a center of excellence for fleet modernization and maintenance activit'ns. 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 7,2 & 4 & Valparaiso), Mexico city (line 12), tvteiico (K65 Freight locomotives) Brazil (Metro Brasilia), Panama City, BNSF (freight locomotives), Ottawa Light Rail, Canada Pacific (Freight Locomotives). Alstom Transport has also developed innovative solutions in the USA to help rail operators such as Amtrak, New Jersey Transit and San Francisco MunicipalTransportation Agency to optimize the management of their fleet assets' Project financing These technical skills are supported by the project financing expertise of lnfraRed - a dedicated developer of, and investor in, infrastructure projects. The projeA financing capacity of Greater Miami Tramlink Partners is further detailed in section E (Financing Plan) below. Reims Metropole selected Alstom lor their light rail transit system specifrcally for the proven ability to provide wireless technology under a DBFOM delivery mechanism since preservation ol the unique city center identity was all'important It t t t t t t t t t t I I I I I I I I I I t I I Pagc 1 0 29 Greater Miami Tramlinh Partners 84. Track record of successful collaboration and delivery ln addition to the individualtrack record of each entity, Greater MiamiTramlink Partners has significant experience collaborating, on past and current pursuits of comparable transportation and transit projects, both globally and within North America. These past experiences are important because the complexity and scope of the Miami Beach Streetcar Project demands a sophisticated and organized approach that has been tested and proven on similar successful projects. Greater Miami Tramlink Partners intends to leverage the value of these existing relationships and shared experience for the benefit of the City of Miami Beach for this Project. The Dubai streetcar project provides an illustrative and relevant example of a current successful partnership between Alstom and Serco on a comparable streetcar P3 project. This current success story of collaboration and certainty of delivery will (among other things) provide assurance to the City of Miami Beach that it will derive real value from the experience of Greater MiamiTramlink Partners in delivering this Project. DUBAI STREETCAR PROJECT: Ail ALSTOU AilD SERCO COTLABORATIOil Serco and Alstom togptftg dclher the operdonr rnd maintenancG dtho Strudcrr in Dubrl' Unftcd Arab Emircta ince rwenuo servicec began in iloveilbgr 2014. Ihb b thr wodds ftrst !frEcbir proFc{ cntiruly poF]ld by r groun6lcvcl porcr cupply ry*cm (Alctom's APS h$nology). Ahtom ddlvcred the Dubrl drcCcrr b thc Emirrtcs' encting rpedficrtou, providing a unique rnd wotld.clrc! cydcm thrt l€f,ectt fto ldontity of tuir clty. Alctom mnagod rnd ddivcrud the uodd'r fi rrt fu lly wlrgLss, S{it,9.1-mih rfrlctcu syrtcm vl. dralgn-bulE Cclivcry. Scrco provldcc oplntions for all urrb of tho .tuotcrr rytilm lndu&E thc hn ravcnuc aystm. Ihc llubrl Sbrdcrr cmncct3 to Scrco'r drrr ttdond oporadonr hr$o PCm Jumcinh f,onoril, thr Dubd fdo, rnd ha Dubrl bur rptcm Scrco rasulB rnd trlnr locd prnonncl to opcrrtc thlr high p€doflrdtq rystm. Scrco lnd Aldom fully cool{inrttd during tccdng to dcllvcra hlgh qualitynd uddnsblc lnhgrtod prudum tsrmit letvlca The bam's rUlity to undershnd $irt Dubal comHco rr lmportant upoc8d$dr culhn, caryhduitt hr Srtlof ha rrt fidly ulnht hdtnobgr, stSli.htt tlx ftlrt pruilumtsrnrlt rarlco ol }b kltd ln thc ttorld. DutC rdcctrd tie drrpnd, er dcrlgncd lntothc nosc of thc rffccEan, b ttpoeant tttcir an{nrnca This project is relevant to the proloced Mia Streetcar: Fully wireless, sustrinable technology view sheds and passenger com infrastructure, rolling stock. a environment and Page I 1 30 Hirmi Beach Streetcat Proiect An unsolicted proposal 85. The P3 Structure: idoal for deliverlng the Proiect 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 b€st model for delivering this Proiect 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 devetopment will be performed by leading transportation experts with the collective skills to deliver and meet the expectations of the CiW of Miami Beach. Diagram 85: Proposed organizational struclure 4r lqflaRed tt(lSlt ALST6'M I ALsro'H *lls JACC,BS I serco ALST6']'l This proposed organizational structure is designed to (among other things) optimize the core expertis€ residing within each member of Greater MiamiTramlink 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 lnvestor, EPC Contractor member and maintenance subcontractor) and Walsh/Archer Western (Equity lnvestor and EPC Contractor member) ln dlfferent capacities in each Project phase is an important part of this structure, providing an alignment of interests in the successfullong-term performance of the Proiect and commitment of the partners. prior to entering into the Comprehensive Agreement, it is intended that Greater MlamiTramlink partners will work together as an unincorporated bidding consortium to develop an integrated technical proposal and secure private financing necessary to develop the Project. 6!, Page 12 31 T- I ) ) ) I ) I ) ) ) ) ) ) , ) ) , ) ) I I ) , ) ) ) ) I I ) ) ! I ! ) )I ) ) ) ) ) I Greater Miamr Tramlinh Partners On or before entering into the C,omprehensive Agreement, the Equity lnvestors will establish a single purpose limited liability company to enter into the Comprehensive Agreement with the City of Miami Beach, which shall be wholly-owned by the Equity lnvestors or their affiliates (the "Project Compant'). The Project Company will be solely responsible for discharging all obligations of the private entity under the Comprehensive Atreement. The Project Company will enter into various project and finance agreements to enable it to fulty 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 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 P@ect Company for the performance of the EPC Agreement. The EFC 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. . An agreement with the Operator (the "Operations and Maintenance Agreement"l - 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 whlch will include a key maintenance subcontract with Alstom Transport. o Financing atreements with the lenders. A strict communication protocolwill 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 executed. 86. This Proposal This proposal is submitted to the City of Miami Beach pursuant to Florida Statute S 287.05712 and does not constatute a binding offer capable of acceptance at this time. This proposal meets the threshold criteria of Florida Statute 5 287.05712 as set out in Section 1(h) and (i) (Definitions),Section 5 (Project approval requirements) and Section 5 (Project qualification and process) of the statute - and identlfied in Table A7 below. Sedion 1(h)'Proposal'nnans a flan fur a qualitying proiect$h detailbeyond a conceptual lsvd brwhictr terms sudt as fixing costs, payment scteduhs, fin*rcing, delivaraUes, and prc{ect sdredule are defined. ting cod' Rehr to Scc$on F (Servie Payrnenb) "prymcnt achcdulls'Rek h Seclion F (Service Paymenb) {lnmclng" Rehr to Section E (Financing Plan) 'dChmblc" Rebt to Sec,lion C3 (Sdedula br iln initiation and mmpleliotr of he qudifying proiecl) "proicct !c-lr.dub" Refer b Smlion C3 (Sdredule ftr he initiation ad oomplelicn ol Un qualif,ing prolect) Table 86; A Proposallor r Qualifying Projecl undsr Florida Strtute $ 287.057t2 P.ge ll 32 trlirmi Bcach Streetcrr Proiecl ' An unlolicled p.oposrl Section 1(i)(1) 'auafitying prqect' means (1) A lacilty or prciect hat senps a public purpose, incfuding, but not limited to, any hny or ma$ ffiisit facility.... railfacility or proiecl,.... or any oher public lacitity or infrasfuctre trat is used q will be used by he public at large or in support of an accepted pHb purpose or activity; Seclion 5(a)'A desoiption ol he qualitying proiect, indrding tre mncepbal des[n ol he far$$ties or a conceptualplan hr Ure provisitxt of servits, and a sdrerlule br he initiation and completbn of he qudifyhg prc{ai"' Sectiln 5(b)'Adesaiption of he mehod by which he private ent'U propoess to seqJre hE necassary property interesb trat are required fu he qualitying poiecl"' Soction 5(c) 'A dessiption of he pivate enlitfs general plars tr financing he qualifying pr{act, induding $e souroes of tre private ant't/s funds and ho identty of any dedixred tevenlrc soJros or propced debt or equiiy investnent on behalf oltte privab entity.' Section 5{d) "Ihe name and eddres ol a person who may be contrcled hr dditimalhbrmatim concaming tr proposal.' Section 5(e) The propced usor f88s, lease payments, or oher senice payYnonts over he bm of a comprehensive agreement, and he metndology br and circumsbnces that wouE allow dtanges b he user bes, lere paymenb, and ofier senioe paynents ovtr time.' Seclion 6(bX3Xc) The respotsiUe pUic entity must ....., ln rankhg fre proposals, he respottsibb public entity may conskkr facbrs hat indude, fut are not limited to, probsslonal qualifications, general busines terms, innovafive &sign tedrniquee u cost-reduclion terms, and finance plans. This proposal sets oI a plan br a stroetcar system servicing fie City itUiami Beach - ufrich is a qualifying proBcl under multiple caiegorim detned in Sec'tion 1(i)(l) - being a'mass transit Mlity .. rail hcility or proiec'l ..'.' or any oher public fadlity or infrasfuarc fratis userl or willbe used by fre publb at large u in supportof an mpted public purpose ot aclivitf. Rebr to Section C (The Quatifying Pr0i6ci) Refer to S€ction D (Property lnteresb) Reler b Sec{ion E (Financing Plan) ReH b Section G (Contacl) Refer to Section F (Service Paymenb) "prohssional qualifications' Rahr generally to Section A (Execttive Summary) and specificallY to: r Sedbn 82 (Greater MiamiTramlink Paffrers: an infoduc{ion to the Team); o Sec'tion Bil OedrnMly qualified to deliver he Miami Beactt Stre€tcat Proiea); o Section 84 (Track record of suocessful collaboration and deliwry); o Section 85 (Ttu P3 Stuctrre: ldealfor tblirrring he Proiec't); . 4rpendix 1 (Ieam qualifications and experience); and 'gonenl burlnrcr trrmr' Rek to Soction F1 (Key paynnnt terms b be induded in fre Cornprdtensiw Agneement) and S€cilofl F5 (Ofier key business terms to be induded in he Comprehensive Agreement) 'lnnovtUvo dcrign bchnlquu or cort rcducllon ttmr' Refer to Soc{ion C ffhe adifying P@oci) "linrnm plmr" Rehr h Section E (Financing Plan) Prge 11 33 I ) ) I ) ) ) ) ) ) ) t ) ) ) ) ) ) ) ) I I ] t ) ) ) I II ) )It )II ) ) ) D ) )I Greater Miami Tramlinh Prrtners A DESCRIPTION OF THE QUALIFYII{G PROJECT, IilCLUDING IHE COT{CEPTUAL DESIGN OF IHE FACILITIES OR A CONCEPTUAL PLAII FOR THE PROVISION OF SERVICES. At{D A SCHEDULE FOR THE INITIATION AI{D COIIIPLETION 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 intetrated within the visual environment (with no poles or electrical wires) allowlng people to move easily, safely and quickty 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 descrhed in this proposal is consistent with other PEC recommendations for exclusive right of way, full wireless solution and in respect of Direct Connection (DCl track alignment as defined in the Beoch Corridor Tronsit Connection Study dated September 24,2014. Gl. Conceptual Design Track alignment The Miami Beach Streetcar Project willserve the south Miami Beach area, providing: o Loop connection from 5th Street to the Convention Center through Washington Avenue; a Exclusive right-of-way, no shared lanes; o Between 8 to 10 simple and integrated stations evenly distributed to serue Miami Beach points of interest, taking into consideration strategic future development; and o Future linkage to the future Beach Corridor Transit Connection, without operation disruption on the existing Miami Beach Streetcar alignment. Streetcar features The Miami Beach Streetcar Project will use the best in class streetcar vehicles: o Modern, aesthetically pleasing, and extendable to allow future ridership growth; a 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); o Designed to enhance passenger experience with passenger information system, modern lighting, and increased visibility inside and outside the streetcar; o Able to be driven in both directions (bidirectional); and Page 15 34 llirmr Beach Sireetcar Prqect , An unsohct?d proposrl . Designed and styled to represent the iconic individual identity of Miami Beach: throuBh a collaborative and interactive process, shape (streetcar front end), interior arrangement (seats, perch, bicycles racks) material, color, and external livery will be jointly defined. Wireless solution The Miami Beach Streetcar will preserve the aesthetlcal environment by use of a fully wireless solution (wireless means no overhead wire - also referred to as 'off-wire" or "catenaryless" or "catenary-free' or 'wire-free") along the whoh alignment, that willallow seamtess visualand aesthetic intetration' Such a solution witt also preserve a rich landscape in the city, by keeping the exi*ing palm trees, and also prevents potentialelectricat hazards (such as with emergency vehicles, or double deck bus). ln addition, 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 oower svstem 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 lt 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. a Onboard enerw storare svstem is based on on-board energy storate, 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 elestrically 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 recharte at specific locations along the line (usually at every passenBer 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- levet power system technology. For the implementation of this system, we propose Alstom's ground- level power system technology APS solution because: Prgc 16 35 I I , I ) I ) ) ) ) ) ) ) ) ) ) I ) I ) ] I ) I ) I ) I I I )ii ) I ) ) ) ) ) ) ) ) I Groaler Mtami frrmlink Partners o Unlimited power supply; high performances (matching catenary performances); . lfi)% 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 3O years)for optimum streetcar operation performance due to the simplicity of the concept based on a stiding 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, Buerantying total safety for all road users; o Completely intrinsic safe system (proven through a dedicated Safety Case confirmed by 5 certifying Authorities including CERTIFER, STRMTG and Lloyd's); o Dust tight and protected against complete submersion in water, with submarine cables, impervious to possible salt in the ground that may arise frorn high tide and sea level rise; . Compatible with the exreme weather conditions (nominal operation up to +185'F); o Designed to respect the EMC (Electro Magnetic Compatibility) and the acoustic constraints; o Designed to cope with any kind of road surfaces includlng the grass; i Designed to cope with mechanlcal stress caused by traffic (at street crossing); t 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 for platform drainage); and r Fully reliable and in-service proven solution, in operation for more than 12 years; since 20O3, 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 intero pera ble characteristics include : a Standard streetcargauge and length; o Standard 750 Vdc traction rystem electrification; t Track with standard gauge, AREMA compliant rail, wheel axle load 13T (AW4); . lnterlocking and TSP (Transit Signal Priority) systems compatible with any modern streetcar system; o AVLS (Automatic Vehicle Location System) will operate using GPS, GSM or Sign Post systems; a 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 Proiect, or any of its extensions' Prge 1 7 36 ttlirmr Berch Slrccicar Ptorect An unsohcted propotel 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 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 bet$,een recharging station). Operational and maintainable system The Miami Beach Streetcar Project will be operated and maintained autonomously, until it is eventually connected to th€ other phases of the Beach Corridor Transit Connection project. lts design will thus take into consideration the following elements. o One operation and maintenance depot facility (yard and shops facility) sized : 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 operationalcontrolcenter (OCC) where the whole subsystems wlll be supervised and monltored (SCADA system, vehicle location system, communications, security; and o For 20 hours per day operation. o 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: rr 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; o Line of sight operation, the driver being fully responsible for taking care of the surrounding environment (car, other streetcar, speed limit); o Provision for fare collection system (option) compatible with Miami Dade County Policy (full interoperability with existing public transport systems); and o 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 (reil-time next train announcements)...). Location specific design features The Miami Beach Streetcar Project willtake into consideration possible exceptional flooding in the design: Page 18 37 I t I I ) l I ) ) ) ) ) ) ) ) ) I I I I I I ) I I I I I I I I )I ) ItII DI ) ) ) L Gretter Miami Tramlinl Pa.lnen 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 utif izing the recently approved tailwater elevation design criteria of 2.7 tl 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 tailwater elevations. C2. Gonceptual plan for the provision of seruices Ridership assumptions ln preparing the operations and maintenance plan underlying this proposal, we have developed a conceptual levet of anticipated ridership at 23,000 patrons per day and per direction. This is based upon data sources available to us and through logicalassumption derived from geographical distributlon of potential patrons. Among other things, we have examined: . Daily population data tables that identifo permanent residents, Seasonal residents, hotel guests, other tourists and non- tourist beach visitors; o City of Miami Beach Community Satisfaction RePort (CMBCSRI; 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 daity to the City of Miami will not utilize the seryice. From the remaining 60,000 we have assumed 3O,0OO residents have geographicalaccess to the alignment. Using data provided by the CMBCSR approximately 4596 would utilize an alternative public transportation method if available. This means from the 30,fi)O residents in question we assume around a 12,0(X) patron confiibution to the ridership figure. Hotel guests and other tourists make up around 39,0(X), and applying the same logic and the CMBC5R figures, we have assumed that approximately 20,0(p 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 contributlon to the ridership figure. There are around 3O,OOO 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 $ansportation we have assumed 10% utilization from time to time providlng a 1,5(X) contrlbutlon 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 ridershlp figure. Page 19 38 Table C2-1 Ridership summary Mnmr Berch Streetcar Prolect An unsohcled proposal Eslimated ridership ftom Pernrarent Residenb' Estirnated ridership from Hotel Guests & CIler Tourists' Eslimated ridership from Non-Iourist Be*h Vsilon Estimated ffership from uisting public transit' Tot l 'Oalasource: CITBCSR Operations and Maintenance Plan Greater MiamiTramlink Partners shalldevelop and deliver an Operations and Maintenance Plan that meets the performance reguirements 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; o Define the system's operating and maintenance policies and objectives; . Define the staff responsibilities, levels, and organizational relationships required to operate and maintaan the system; o Define the system and operating requirements for assuring service dependabllity and system availability; and o Guide system design to assure conformance to the operating intent. Conceptual Operational Objectives The safety and welFbeing 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 Mlaml Beach Streetcar System Safety Program Plan and System Security Plan. tn addition to safety and security, the principal objectives of the Miami Beach Streetcar Project and its future operation are to: o Provide a convenient and reliable Streetcar service within South Beach; o Provide fully accessible transit to the elderly and persons with disabilities; a lmprove access to employment industrial and commercial sites located along the corridor; o Provide improved service to the Miami Convention Center and for other speciat events sites within the service area; 12,000 7,000 1,500 2,500 23,000 Prgt 20 39 ) ) ) ) ) ) I ) ) ) ) ) ) ) ) ) ) ) t ) ) ) ] I I l I II ) )I ) ) ) )I D ) ) ) ) I Greater Miamr Tramlinh Partners a lncrease the region's economic potential by improving mobility along the corridor; o Meet the demands of population and employment growth within the corridor; and o Minimize the operating costs associated with the delivery of transit services. Conceptual Operational Service Hours lvionday - Fdday Sunday 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 transport. Photo 7: Otd -r.-rq_- t krh ?1 Jrt*l ** /rtr Saturday 06:30 - 9:59 10:00 - 15:59 16:00 - 18:59 19:00 - 02:30 06:30 - 9:59 10:00 - 15:59 16:00 - 18:59 19:00 - 02:30 06:30 - 02:30 Peak Off Peak Peak Off Peak Off Peak Peak Off Peak Peak Off Peak 7.5 10 7.5 10 10 7,5 10 7.5 't0 i,r t, .l ffi a Serco provides operations lor all assets of the Dubai Streetcar Prolect including the fare revenue system. Table C2.2 Conceptual service hours Page 21 40 Miami Beach Stleetcar Prorecl An unsoltctetl proPosrl C3. Schedule for the initiation and completlon 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 timeftames assumed for Milestones fl2, f 3 and fl4 which will be set by the City, are based on conservative assumptions. lt is our expectation that a project schedule will be agreed with the City of Miami Beach and be included in the lnterim Agreement. 4. 5, Greater Miami Tramlink Partners issues unsolbited propsal Deliverabte: Proposal compliant with Florida Statute $ 287'05712 City ol Miami Beah isues public notice of receipt of the Pmposal and invites other proposals Deliverable: Public notice in form and substance required by section I ol Florida Statute $ 287.05712 Deadline for submission of competiry pmposds Deliverable: Proposals meeting the requirements ol Florida statute $ 287.05712 and addressing specific technical criteria consistent with the conceptual design set out in this Proposal City of Miami Bemh aaluates tris proposal in the mntexi of cunpeting propsals su6mitted in response to ttre pgblh notkp refened to in #2 above and, assumlng an evaluatlrn in lavu of Greder MhmiTnmlink Partnens, ttc City of Miami Beach notifes Greater MiamiTnamlink Partrens that il wishes to progr€ss development of the Miami Beadt Streetcar Prolect on terms consistent with this proposal. Deliverable: city issuer notice to Greater *liamiTramlink Partners to progress proposal and comrpnce negotiations of interim agreement Greater MiamiTramlink Partrers enten into an intedm agreement wtth the City of Miami Beactr as contemflated in Sectbn I of FlorilJa Statgte $ 287.05712 (the 'lnterim Agreement) wtrkJr (among other thirBs): o Authqizes detailed dewbprnent wcrk to progress detailed desQn and engineering and secure debt financing together with compensation for same; t Establishes the process ard timing of the negotiations of the Comprehensive Agreement wtrirJr will not exceed 180 days from the signing of the interim agreement and witich will include: (i) Eng4ement by the city of Miami Beach ol extemal advisors experienced" in pg poiecl deliwry to asbt the city ol Miami Beach in its rcgotiations with Greater Miani Tranlink Partnsrs; (ii) Agrced milestones ard deliwrabbs for both parties bading up lo the execution of the Comprehensiw Agreement; o Establishes the process ard timing of ftnancial close inctuding securing debt commitmenb by Gr€ater Miami Tramlink Partners and public funding by t\e city of Miami Beac+r, togettrer with agreeing on the timing and amount.of payments to be made by tfe City of Miami Bedr durirB mnstndion (if any); N = June 30, 2015 N + 15 days (Expected: July 22, 2015) N + 105 days (assumed to be 90 days from issue of public notice in #2) (Expected: Oclober 22, 201 5l N + 135 days (3O days from receipt of competing prryals receit/Bd under #3 above) (Expected: November 23, 2015) N + 165 days (30 days from receiPt of notice from City of Mhmi Beach uMer#4 above) (Expected; December2S, 2015) Table C3-1: Timeline ol events and scheduls Page 22 41 I l ) I ) l ) I ) ) ) ) I t I ) ) ) ) ) ) ) ) ) I ) ) ) )I )I ) I ) )IIt ) D ) ) I o Establislres payment of a stipend to the extent the City of Miami Bemh elect not to enter into the Comprehensive Agrcement for reasons oubide the control of Greater MiamiTramlink Partner; and o Establishes the generalsope of tle Proi:ct ircluding key design and openational pararreters. Deliverable: erecuted Interim Agreement 6. The City of Miarni Beeh ard Greater Miami Tnamlink Patners cany out their respective obl[dions set od in the interim agreernnt: o Greater Miami Tr:amlink Partners derrelops technkal proposal (detailed design and operationalplan), comphtes alldue diligence (tax, technitxl, legal, insurarrce), negotiates all pniecl and finance agreements necassary to secure debt oommitments and provirles lixed ptr br onstnrclion ard operations perid; . Ttre City of Miami Beach (i) secures all public funding commitmenb necessary to make payments during constnrclion ard lorg"tem avaihbility paymenb (ii) completes all necessary environrnental processes to obtain all environnpnhl permits required to develop tre Projd ard (iii) obtains any approvals required from Miami Dade CounU to operate he Prqed irrcludirp entaing into any requisite inter-local agreemenl evilencing such 4proval. Deliverable: Greater lliami Tramlink Pannen provides fired price proposal for the Project. The City o{ }liami Beach provides linancing plan to support its payment obligations under the proposed Comprehensive Agreemenl, evidence of envilonmental approvalslpermits and crecuted inter.local agreement 7. Greater MiamiTramlink Parhers enters into a comprelensive agreenrent with the City of Miami &ach as mnkmplated in Section 9 of Florilla Sbtute S 287.05712 (the'Comprehensirre AgreemenlJ wttbh (among oher hirgs): o includes key busines lenns mnsistent with those identified in Section F5; . provides general risk albcdion conslstent with ompanable P3 pmiecb; o is conditional upon achilevirq finarrial close wihin 60 days of signdure other than authorizirp tre continuatpn of, and payment for, detailed desbn and engirnering uoft and srrch oher early wotks agreed betrcen the parties; and o irdudes compensalion on terminatirn regime thd establbh€s paymenl of dernlopnent costs to Greater MiamiTnmlink Partnens to the exlent the City of Miami Beach tenninates tp Cqnprehensive Agteement fu reasons oLtside the control of Greater Mhmi Tranlink Pailners prtor to financialclose, Deliverable: cxeculed Comprehensive Agrecment 8. Financial cbse of financing on terms mnsistent wifir the lircd pice proposal submitted as part of Milestone #6 abow is achie,ied, l,tols: Alsrnsfi,ory,t encis, cbse codd Ds aclreved 8t 0p sarm line as tte Ampr*ensle Agraamedisexeculad- a oncr.rpnffooess r,ss 0oon achbnd on dpr P3 proFds ia fre US and is Sandald pracha hltmsddrons sudt as Canada. Thrs bstr slrolfr be disarssad as part of the negdfaion ol tlo ln&in Agnement Dudng the 180 day perbd followirq signature of the lnterim Agreement On or before 180 days from signature of the lnterim Agreernnt (Expected: June 23, 2016) Within 60 days from execution of the Comprehensiw Agreement (Expecled: August 23, 2016) Greatar Miami Tramlinl Panners Table C3-1: Timeline of svents and schedule P.ge 23 42 ; ( a ( a I I I I a I I t I I I I I I I I I I I I { I I I I t o E'IcA. o .E E'o ! Itcl! cltr .9 CL E5o{,.!og.,r E EEo'=,E 8EcoOs EoogIto3Eg -cLEE886cE=OE-o+T; HFE fi-a'7,T*E*EE:8.s! 6g EE €.E #-E ; E eE Eu ots As *; EE Eq EC=EI e! 3.!I o = EC fEsgF .}9 E E 5B EE.=o =; E=- E E EE iE;H Pq gE : E gs E8 EB Eo g€ 6: io.9x ar- -liii o.b .! 9.!ElJi BE:sEBTc oB oot-.crE >= EF.!F , -, r: I Ea,at tII E uac, ! CaIar!t ,o aaat EIca Eo tCuI o,e(, 6'6 Ea!c o E,o CLo o- .atE oc -9oo Ea o Eo g :,E.Dt(,o !, a! o Co o oo .go E AL,.EocAE6E IL:,t, llto ..Er = c'lt;o 'Er!q .eiioltt'o o. 6ooa, tn to33 ao E .!9- ; e otos?E2.- ac. ;. e o ?.+Ezi i. OG ia c $t B,U 2' i C $t 43 I I I I I I I I I I ) ) I ) I t I I I I I I ) I I I ) ) ) ) )it ) It ) )i ) ) ) ) L Miamr Each Strectcar Prolcct An unsolicted proposnl Construction period We harre developed a robust project schedule to implement the Miami Beach Streetcar Project based on the achievement of the milestones outlined below. lssue of Notce to Prcceed (.NTP') Comnpncement of pcliminary design Procurement phree Commerrement of conslnrctirn works Finst trehicles delivered to site Testing and commissbning NTP will M defined uder tic Comprehensirc lgreemenf as the wnrnenc;emqt of ttre rvorla rhrdl re assume will aincida vith Financial hse Upon execution of the lnterim 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 MiamiTramlink Partners and the City of Miami Beach (as contemplated in Milestone). Such activity will be considered early works. (The lnterim Agreement wlll define the scope and payment terms for such early works). We assume that from NTP, construction will take up to a maximum of 36 months for start of revenue service (commercialoperation), according to acceptance criteria to be commonly agreed between the parties and set out in the Comprehensive Agreement. It is considered that all permitting (City, County, State, Federal), as requested by Greater MiamiTramlink Partners to be able to start the work, will be cleared by the City at the time of the NTP. It is alrc considered, in order to ensure a fluid construction schedule, that utility relocations, sidewalk and street pavement modification (not included in this proposal) based on the proposed track alignment will have been performed prior to the start of the construction works. Project construction will be scheduled in phases to minimize construction impacts to vehicular traffic and the community, and our Team will keep this expectation foremost in the development of traffic manaEement plans, by prwiding safe accessibility for vehicles, bicyclists, and pedestrians (access to residential homes and commercial propertles), and safe conditions for construction workers at all times. Greater Miami Tramlink Partners will also take advantage of its unique expertise and knowledge of local business to, wherever practicable, participate and ensure proper coordination with other existing projects under execution which interhce with the Project works. After the first streetcar delivery on slte, on line dynamic tests will be perfiormed to assess the sub rystem and system antegration, by section, and then for the entire line. Once the rystem is on line and all the components have demonstrated full integration and the safety requirements are met, a trial run period will be performed by the operator before commercial (revenue) service starts. FinarrialClose NTP to NTP +8 NTP+6 to NTP+30 NTP+8 NTP+24 NTP+30 up to NTP+36 Table C3-2 K€y construction period milestones Prgc 25 44 l{rami Beach Streelcar Pto;eci An unsoltcted proposal Operating period 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 MiamiTramlink Partners facilitates the principle of the 'door to doot' 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 ope6tinB procedures and work instructions are in place. These will be llnked 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 $reater MiamiTramlink 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. A OESCRIPTIoX OF THE METHOO BY WHICH THE PRIVATE EiITIIY PROPOSES TO SECURE TI{E ilECESSARY PROPERTY IilTERESTS THAT ARE REQUIRED FOR THE OUALIFYI}IG PROJECT The Miami Beach Streetcar Project willoperate 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. lt 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 antegrate the streetcar into the adjacent lnfrastructure 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 constructlon period will be dealt by and under Greater Miami Tramlink Partners. Prge 26 45 , ) ) ) ) ) ) ) ) ) ) ) t l ) ) ) ) I t It D D ) I lI Dt DI It I )tII II ) ) L Greater Miami Tramlinh Prrtners A DESCRIPTIO}I OF THE PRIVATE ENTITYS GE}IERAL PI.A}IS FOR FII{ANCIIIG TIIE QUALIFYING PROJECT, I}ICLUOII{G IHE SOURCES OF THE PRIVATE EI{TITS FUNOS AND THE IDENTITY OF ANY DEDICATED REVENUE SOURCE OR PROPOSED DEBT OR EQTJITY IilVESTMEilT OII BEHALF OF THE PRMATE ENTITY The development and implementation of the financing plan will be led by the Equity lnvestors 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. 81. Sources of private financing The Equity lnvestorc, throrgh a combination of debt and equity, will finance the development of the Project. This wlll include financing: . the development costs incurred to develop the Project (which will include those activlties necessary to define the PQect 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); o the capital costs of construction (minus public funding that is contributed by the City of Miami Beach (if any)); and . the financing costs of providing debt and equity to fund such capital costs of construction. As is Wpical in a P3 availability project, this financing will be repaid to the Project Company over time 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 lnvestors will secure a combination of equity and debt capitalto finance the Project and will follow wellestablished 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 capitalwill be provided by lnfraRed, Walsh lnvestors and Alstom as the Equity lnvestors and shareholders in the Project Company that will be established on or before financial close to deliver the Project (refer to Section 85 above). The Equity lnvestors have a demonstrated track record of investing equity capital in infrastructure projects and have collectively committed equity capital to support bids for, and achieve financial close of, more than 20 P3 projects in North America valued in excess of 5158. lnfraRed Walsh lnvestors 80% lnfraRed lnlrastruclure Fund lll 15% The Walsh Family Alstom 5% ALSTOM Transporl SA Based on our current analysis, the combined financial capacity of the Equity lnvestors far exceeds the llkely 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. Figure El-t Sourceg of Equity Prge ?7 46 ttrrmi Bcach Strsctcil Proi€ct An unsolictc<l propo.$l lnfraRed The role of lnfraRed on all its availability-based p3s is as developer or co-developer and equity investor, providing equity to meet the funding requirements of the relevant project. ln all P3s where lnfraRed has submitted a proposal, and been awarded preferred proposer status, it has fulfilled its equity commitment. lnfraRed's investment in the Project will be sourced from lnfraRed lnfrastructure Fund lll. The Fund is structured as a series of limited partnerships based in England. lnfraRed Capital Panners Limited is the fund manager and lnfraRed lnfrasyucture lll General Partner Limited is the general partner. The Fund has secured 51.2178 of commitments from investors. Of this available capital, approximatety S$SOU remains available to lnfraRed Capital Partners Limited (as manager of the Fundl to commat to infrastructure projects. lnfraRed will use these funds for its equity commitment to the project. Based on our underctanding of the potential capital costs of the Project, lnfraRed has the capacity to increase its equity participation, as required, to accommodate changes to the financing structure (for example if th€re is a reduction in the anticipated amount of public funding). Wabh ltwestors Walsh tnvestors, 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 lnvestors 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 lnvestors is committed to investlng in major and marquee projects criticalto the long-term viability of the communities it serves, including the projeA. By exclusively investing in projects developed andlor constructed by affiliated Walsh entities, Walsh lnvestors 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 clienfs primary poants of contact throughout the project term. Walsh lnvestors' 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 succesc 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 transportatlon projects that are under construction or in operations. BMO Capital Markets BMO Gpital Markets GLST lnc. ("BMO" or "BMO Capital Markets") is part of the investment banking division of BMO Financiat Group ("BMOFG"), one of the largest financial institutlons 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 11- with Fitch, all of which carry stable outlooks from each rating agency. As of January 12th, 2015, BMOFG had a market capitalization of s42.5 billion and 5493.4 billlon ln total assets with one of the strongest capital bases in global banking. BMO Capital Markets operates wath over 2,300 employees across 3O 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 institutionalclients. BMO Gpital Markets has served in a leading role on over S20 billion of Pagc 28 47 I ) ) ) ) ) ) ) ) ) ) ) D ) DI ) ) ) ) ) ) D D DI ) ) E D ) ) D ) ) ) ) )I ) ) ) )t Greater Miami Tramlinh Partnert 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 undenvriter, 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 lnvestors 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. lssuing 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. lt is our intention to structure a PABs issuance that would target principal amortizataon 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 81.2 Suggested amortization profile HE .Iditul|,,i6 r',//' t' / t' l .f i,r' I .i {" f' {' t' t' {' t' / I i I i /,/ 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 Ihe Equity lnvestors 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-terrn or Bap funding requirements during the construction period, to s€cure 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 lnvestors will work with prospective banks to create an over-subxription of the funding requirements to ensure adequate financial resources and to create competition to obtain the best possible terms and conditions. Pagc 29 I 48 Tiami Berch Streetcrr Proieci An unroftcted proporrl E2. Approach to developing and implementing the financing plan The Equity lnvestors 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 neSotiation Phase; r Securing necessary credit ratings from rating agencies to ensure a high level of certalnty that Greater MiamiTramlink 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 lowcst cost of debt is secured; a Engaging project finance lenders and undenmiters with an exemplary record of accomplishment of delivering committed financing on comparable P3 projeas; and o Developing a robust contractual and financing structure to accommodate the risk allocation mostly likely to achieve competitive financing. E3. Timetine for securing commitments and reachlng financlal close During the period frorn execution of the lnterim Agreement to the execution of the Comprehensive Agreement and financiatclose (further described in Section C3 above), the Equity lnvestors, together with their financial advisor - BMO - will manage a competitive funding process to: o Undertake a due diligence process to allow debt providers the comfort to provide committed support; o Leverage the experience and relationships of the Equity lnvestors and BMO with the financial community to quickly develop a funding structure that will be acceptable to potential lenders; . Negotiate financing aBreements on terms that are competitive and deliverable; a Obtain committed financing for bank debt or a volume underurite 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 willwork 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 poect implementation can start. Financial close cannot occur until all the proiect and financing agreements have been signed and allthe required conditions contained in them have been met. The financing atreements will be negotiated between the Project Company (acting as the borrower) and the senior lenders (banks or bond undenrvriter depending on which capltal structure is selected). Pogc 30 49 I I Greater Miami Tramlinh Partners 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: o the project agreement is executed (in this case - the Comprehensive Agreement is signed as 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)); a the main permitting and planning approvals have been secured; o 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 legalopinion provided by the City Attorney or external legal counsel selected by the ciu of Miami Beach the legality of the procurement, authorlty to enter into the comprehensive Agreement and approval of derogations from any standard contractint 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 MiamiTramlink 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 lnterim Agreement to execution of the Comprehensive Agreement {Milestone il5 in Table C3-1 above). All conditions precedent to financial close will be set out in the Comprehensive Agreement. Diagram E3: Financing timeline Roconde hooad horntti lenden rd rfrt a0encje! RefrrotrtarE[lo lmbgy sd roldrd *ndv00 FhunctlGlo.t Fnilze hanqslmodC ardComnorcUClocr ctedlrilngc Ercqtcorw€lDrswAgreemrl ExeqatnarcadoqfiilE ErcubMilAgrrruf Eqege a.r!,Eors nfflng legd. nsrelce ad lsn&/! sdr/uyb{n (hgsl.hdl,rcal)T Preporc dr (lglrca rBuh rrdudg Lm&r!T€crncC Mefi€llomdry dlsr6s(! rd rsft Negcfohatneeornas Fnalze r-rg bclecae Fndtro *rmo !firlEr{ (il appficablel Mart3fro dh€ !6r*rdsu bond! S€lod Fnatclto SEfgl Cocrrnrrodnud hs,tc! &cumglts {€ncr!GblllrAne Prgc 31 50 tliami Beach Strretcrt Proicct An umolicted proposrl 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-l and contemplates a oo-day period between executing the Comprehensive Agreement (which is required to reach commercialclose) and achieving financial close' A tiBhter 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 ngreenrent) been achieved on other P3 projects in the US and is standard practice in jurbdictions such as Canada. The Equity lnvestors have experience with both approaches (concurrent commercialand financialclose or split commercial and financial close! and suggest this be an issue for discussion as part of the negotiation of the lnterim Agreement' E4. Public funding and actions of the Gity The amount of debt and equiry 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 (muttiple p.y*"ntr paid as the value of he works is completed to e pre-agreed stage) or miiestone payments (paid when pre-determined construction milestones have been attained), or as substantial completion payments made when the project is delivered. Some jurisdldions in Florida have also used gap financing to make substantiat 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 fundin6 the maximum state share underthe NSTP may be limited to 12.5% of eligible costs. We fufiher 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 revenue5 under this program' To receive NSTP funds, we understand that the Project would need to be included within the Transportation lmprovement Program (-TlP"), in order to become part of the 20t10 Long-Range Transportation plan as a "priority t" project From this point the Project is automatically included in the strategic lntermodal 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 Proiect. 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 CorridorTransit Connection Project' Prge t? 51 Greater lliamr Trtmlink Pailners THE PROPOSED USER FEES, LEASE PAYUE}ITS, OR OTHER SERVICE PAYTIET{TS OVER THE TERM OF A COiIPREHET{SIVE AGREETIEI{T, AND THE TETHOOOLOGY FOR AND CIRCUMSTANCES THAT WOULD ALLOW CHANGES TO THE USER FEES. LEASE PAYHEIITS, AT{D OTHER SERVICE PAYMETITS 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, constructlon 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. ln return, the City of Miami Beach will be contractually obligated to make payments (i) to the extent funding is available, during the construction period in the form of progress or milestone payments and (ii) annual service payments (also commonly refurred to as availability payments) during the operating period which would be subjea 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 settint. Service Payments are periodic monthly payrnents made by the public sponsor to the private partner to compensate the private partner for their original investment in the Project (described in Section E1 (Sources of private financing)) and ongoing operatint costs of the Project. ln 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 Agreemenl 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. 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 tarBets, as agreed between the City of Miami Beach and Greater MiamiTramlink 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 Beachlwill be annualService 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 allthe assets from the moment they arrive on the site. The Comprehensive Agreement will provide a lont-term (30-35 year! contractual licence to the Project Company. lt is this contractual right (and not a leasehold interest) that will entltle the Project Company to operate and maintain (and othenrise access and use) the Project (subject always to the terms of the Comprehensive Agreement.) Prge 33 52 ilirmi Bcach Streelcrr Proiect An unsohcted propo$rl F2. Estimate of likely range of annual Service Payments As described previousff, the publlc 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 as 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: o Case 1: no public funding during construction; . Case 2: public funding during construction equivalent to 12.5% of the construction costs; and o 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 rclated 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 ongoint operating costs of maintain such a yard). ln each of the 3 funding cases presented, we have structured the Project to achieve investment grade rating(s) from the ratint atencies to attract the most competitive financing terms avallable 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 notang that the current estimate used by the City of Miami Beach as presented to the CiW of MiamiBeach Commission in the Commission Memorandum dated April29,2015 ("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: a underestimates the costs of the maintenance facilities (complexity to cope with Mlami Beach local environment, linear proportion (28%) should not consider the MacAfthur Causeway Corridor section); o does not take into account a sufficient number of streetcar vehicles for peak hour operations; and o the annual operating costs of S7M (28% of S22M) does not appear to take into account (i! long- term rehabilitation of the system (but only includes regular, routine maintenance) (ii) ongoing operatint costs of a maintenance yard for the Project and (iii) the operating costs of the 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 otheruise sit with the City of Miami Beach. ln this case - these risks would be assumed by the Project Company and are accounted for in the annual costs estimated in Attachment 1. Page tl 53 Grealer iftami lromkn[ Partners F3. Financial Model Assumptions ln performing the financialanalysis on the Project (summarized above and in Attachment 1), we have developed a detailed financial model that contains the following key assumptions: . The construction prhe is subject to a fixed price contract (cost overruns are the risk of the P@ect Company (which are passed down to the EPC Contractorld not the City of Miami Beach; o Progress payments are assumed to be received from the City of Miami Beach during the construction period consistent with construction spend (paid as pro8ress payments corresponding to the value of work progressed on a monthly basis); o The operations and maintenance price is a fixed amount subject to CPI adjustment in each year of operation . Lifeclcle 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 adiustment to be determined - assumption for now is CPI) o 75% capital portion of the Service Payment escalates at 2.0% o Sculpted debt repayment consistent with Service Payment profile o Cost assumptions exclude any fare collection rystem (both capex and opex costs) a Farebox revenue is not included in these proiections o Excludes energy costs during testing commissioning and operations of the Project F4. Key payment terms to be included ln the Comprehensiye Agreement Under the availability P3 structure contemplated, the payment obligations of the City of Miami Eeach will be limited to the following: o To the extent public funding is available and secured by the City of Miami Beach, monthly payments during the consruction 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 wilt 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 s€t out in Comprehensive Agreement. lt 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. Prgc l! 54 Miami Beach Slreetcar Pro;ecl An uneohcled proposal F5. Other key business terms to be included in the Comprehensive Agreement The Comprehensive Atreement will set out the contractual framework that willSovern the relationship between the City of Miami Beach and Greater MiamiTramlink 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. Parties i Tk City o{ Miami Beach ard ttte Projfft Company 1-'- . "-"-- Onership I Tt|e city of Miami Beacn wi[ nnintain ownership of the Prciect at alltimes. Ttc Po1ecl Company will be granted a conlractual liense to construct and ; implement he Prolect. ContrrtTerm 3G35 years frun FinancialClose Croveming Law ,r-E!1[gf Florida, CORE RESPONSIBILITIES OF TIIE PROJECT COTPANY Table F5: Key business terms lor inclusion in the Comprehensive Agreement Design, corstruction, operatiors and maintenance Ttre Projec{ Company willgernnally be responsible for deign, o1slru{io1 operalions ard maintenance (ircluding long-term rehabilitation) of the Projecl j sublect to he comnrercial terms and technical provisions set out in the i Cornprehensive Agreement, FINANCING AITID PAYTIENTS Respnsibility fu Financing Payments during construclion PrV*.S durirg OPerations anO Maintenance Phme Farebox Revenues i me popct Company will be responsible for mhieving conditions to linarrial cb€e, subiecl to llmited conditions that rncessarily or customarily must be , completed by the City of Miami Beach. 1 -" I OepenOing on the level of public funding Ttc City of Miami Boach will make a I limited number of paymen$ to Consorlium during construc{}on to futd Poject i cosB. The timirq and amount of such progress paynrents will be agreed in a i paymenl sclretlub forming part of the Comprelrnsive Agreement. , Upon commenoement of servi6s (and completbn of construction), the city of Miami Be*h willmake annualseMce payments on a monthly basis as compensation for operating, maintaining and finarrcing the Proirt in , accordarre with the performance standards set out in the Cunprehensive I Agreement. Service Paynent s will be rcduoed if the Proiect Company does not comply ntth the performarrce standards set out in the Comprehensive Agreernenl. Farebox ret enues (and associaled ret enue risk)will be retained by the City ol MiamiBeach.l Page 36 55 Greater Miami framlinh Partners DEFAUIrIID lERllrllno{ Detaults ard Termination The Comprehensive Agreement will include a detailed list of 'defautts'due to failure to perform by, or the oco.rnence of a spedfied ewnt (srch as bankruptcy) relating to, the Projecl Company and the City of Miami Be*h. 0ertain defaults, as rvell as other conditions (such as force maleure frustrating I fre contftrct oblectives) may led to a righl of either party to terminate the I Compehersive Agreement. I Tte City of Miami Be*h willcompensate he Proiecl Company upon lerminatbn of tre Comprehensive Agreement, the cahulation of such , compensation will vary dependirq on the timing ad teison ftr such i terminalion. PROTECTING THE PUBLIC INTEREST Constnrtion Completbn , requirerrrents set out in the Comprehensive Agreement. i me Comprehensiw Agreernent willinclude a procdul€ to detemilrc whether i construdkrn of tr\e Poject hr been completed in accordance with the tecinixl i The Prolrt Compan/s failure h comply with prformance standards, or to I make the Proiect available fu use, may result in reduc€d payments by the City ' of Miami Beach. Perfomane Shndards ard Dedrctions Monitoring, lnspection ard Auditirp ; The City of Miami Beach will maintain rkJhts h monitor, insped and audit the I Prolect, the Project Company and the Prpjecl Company's prformarrce,) ) ) ) ) ) ) ) ) ) t ) t ) ) ) ) ) ) ) ) ) l Prge t? 56 Miamr Beach Streetcar Proiect An unso[cted proporal Stephanie Brun-Brunet Alstom Transport - North America Vice-President, Turnkey Rail Systcms and Conccsslons ASTOM Transportation lnc. 541 Lexington Ave, Floor 28 New York, NY, 10022. Tel:212-692 5332 Fax:212-9724/;o4 Cell: 347-573-2626 Ema i I : ste pha nie.b run- b ru n et @tra nspo rt. a lsto m.co m I{A}IE AXD ADDRESS OF A PERSO}T WHO IIAY BE CO}ITACTED FOR AODITIONAT I}IFORi/IATION ABOUT THE PROPOSAL Page 3E 57 CONFIDENTIAL . TRADE SECRETS . EXEMPT FROM PUBLIC RECORDS ATTACHMENT 1 ESTIMATE OF LIKELY RANGE OF ANNUAL SERVICE PAYMENTS (referred to in Section F2) The linancial inlormation included in this Attachment t contains confidential, business proprietary information and is a trade secret that is exempt from Public Records Laws pursuant to Sections 815.045, 815.04(3Xa), and 119 071(1f(c) (to the ertent applicablel, Florida Statutes, and Sepro Corp. v. Flonda }epl Environmental Protcction, 839 So. 2d 781 (Fla. lst DCA 2003). Nonetheless, we make such information available for review by the City to en.ble the City to fully evaluate our response, but such information must be used erclusively for evaluating oul lesPonse and not be provided in response to a public records request or othe;wise 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 P@ect. 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 llfe-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. Page 39 58 , t ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ,t ) ) ) )IJ )I lliami Beach Slreelcar ProJecl An unsohciled propos,rl APPENDIX 1 - TEAM QUALIFICATIONS AND EXPERIENCE ALST6'M Alstom Transport Prcposed Rolc: 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. AtSfOM group 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 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 l(D countries. lt had sales of over €20 billion and booked close to €24 billion in orders in 20r2113. AUTTOM 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 rnore 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. Proriding a transport system requires a comprehensive approach that begins with careful attention to the custome/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 transpoft 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 raifstreetcar platform is constantly evolving, thanks to the success of the CITADIS'" vehicle product which was launched ln early 2000. Alstom Transport has successfully Prgc l{} 59 iliami Beach Sttectcar Profoct fui unsolicitetl proposrl developed engineering, andustrialization and manufacturing capabilities for the clTADlS" family of light railvehicles in diffurent sites around the world' As of today, a total of more than 18@ clTADEn have been sold to 50 cities including Paris' Reims' Orteans, Bordeau1, , Jerusalem, Barcelona, Madrid, Oran, AlgierS, CaSablanCa, lstanbul' Nottingham' Dubai, Lusail, Rio de Janeiro, Cuenca, Sydney, ...and Ottawa iomplying with North American standards and ADA. Alstom Transport has an unparalleled experience in delivering allthe core components of a successful railtransportation system in a single fully-integrated package including track work' electrification, rolling stock, signaling, comm-unications and equipment for statlons, tunnels' and depots' ln 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 proiect under delivery by Alstom' is setting the globalstandard as the world's first fullwireless tramway line' fl-SfOM North America A long-standing presence; Alstom has operated in the U.S' for more than 100 years' lt currently employs almost 1o,ooo people in the U.s. out of which more than 13@ 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 frelght and passenger rail systems' Alstom Transport's locatcenters of excellence in the u.5. and canada: . New York city, New York - Headquarters, PPP, Turnkey solutiOnS o Hornell, New York - Rolling stock (50 engineers out of 35O employees) o Rochester, New York -Train control sysiems (288 engineers out of 550 employees) o chicago, lllinois - Train Life services (18 engineers out of 300 employees) o Toronto, Ontario - lnfrastructure solutions (7 engineers out of 10 employees) Alstom Transporfs Hornell site is the largest rolling stock facility in North America with more than 30 acres of land and 7OO,O0O sq. ft. (covered)' lt has delivered more than 7000 Metro cars' The manufacturing capabil1ies 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 voltate), combined propulsion test benches, and a climatic chamber' Alstom Transporfs Rochcster site has nearly 100 years of experience and is the market leader in train control for mass transit. lt employs 550 people of which almost 50% are engineers. The slte 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 Transporfs Chica3o hclllry 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 ACETA fleet. With a team of more than 300 people, Atstom is a maintenance partner to several light rail and commuter rail operators Alstom has developed lnnovatlve techniques such as conditioned Based Monitoring (cBM)' Engineering Excellence: Alstom Transport in the U.S. is receiving full support from technical and enlineean! platforms of each product line and in particular from systems product line for infrastructure and turnkey projects with the following global capabilities: . Systems Platform: 1O4 Engineers o lnfrastructure platform: 274 Engineers . R&D: 44 Engineers t t I a I I t Page 41 60 T- I Greater Miamr Tramlink Partners o Civilworks: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. AISTOM Transport Capabilhlcs: MultFDiscipli ne Teams Alstom Transport has in-house capabilaties 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 . ln house dedicated DBFOM specialists team, since the early 90's . Participation in more than 13 P3 projects in the world o Strong record of successful financial close in all P3's Value Outcome: Strong Experienced Partner Light RailSystem Design & Build (Turnkeyf . System Engineering Assurance, lntegration & Delivery Management t Dimensioning: Passenger Demand & Sustainability o Rolling Stock tntegration: wireless solutions . Power Supply and Distribution: Consumption Simulations Value Outcome: Optimized Capacity Rail System Delivered on Time Light RailVehicle Design and Production a Market's largest fleet of fully low-floor trams: plus 1 8@ vehicles o Modularity and customization: size, width, front end, colour & trim o Standardized base and pre-assembled modules . Record availability and reliability Value Outcome: Fosters a New City lmage Litht Rail Signaling a ln- house signaling design engineering o Designs, builds and services technologically advanced solutions for all rail transportation infrastructure o Safety and performance, using approved. high-quality products Value Outcome: Safe & Secure environment Light Rail Track a ln- house uack design engineering . Rail / Wheel anterface expertise a Appitrackil automatic fast laying machine - Reduced track laying times Value Outcome: Minimized Urban Perturbation tight Rail Electrification o ln- house electrification design engineering t Pantograph / Gtenary interface expertise a HESOPTII reversible power supply substation for streetcar sYstems o Ground-level power supply system - APS Value Outcome: Green & Sustainable System tight Raa! depot design & build a ln- house maintenance depot design engineering a Design to Lean Maintenance practices Prgc 42 61 Miami Beach Strcetcrr Proiect An unsolicited proposal . Benefits from REX of Alstom light rail maintenance actlvities . Plus 35 light rail depot designed & build worldwide Value Outcome: Optimized lnvestment, Fluid Operation Light Rail SYstem Maintenance o Plus 1O years' experience in maintaining light rail systems . Multidisciplinary teams from rolling stock to track, energy and ticketinS a plus 5,000 dedicated services teams across more than 15 countries Value outcome: Reliable and comfortable sewice to Passenger Relauant project expcrience and quallficatlons: JERUSATEM lnf, Contfirct itert datc : 2CI)4 REIMSTRT I i I I I I Alstomwas,until2013whenitdecidedtosellitsparticipation, a 2CI6 shareholder in Citypass holder of the 30 years DBFOM of the first tramway line in Jerusalem' Alstom acted both as a DaleloperandtheLeaderoftheDesign.Buildconsortium,and of the system Maintenance. The line entered in operation in september 2011 after delays due to archaeological findings in hijtoric sites of Jerusalem. Alstom provided system design, installation, test and commissioning of 45 Citadis" LRVs, the 13.SkmtrackusingitsAppitrack*fasttrack.layingtechnology, the electrification, the traction power-supply system, the maintenance depot facilities and all other electromechanical systems. Alstom currently delivers the 27-year maintenance on thefullsystemtotheoperatorJVledbyTransdev'Thesystem 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 70'00O passengers Per daY. Rclms Mctropole Alstom, as a t7% shareholder in the MARS Concession, holder of the 30 years DBFOM for the first tramway line in Reims, has acted both as a Developer, the Leader of the Design-Build consortium and of the Maintenance ofthetramwaysystem'Financialclosewasobtainedintimein spite of the financial crisis. Alstom provided syslfm design' installation, test and commissioning of 18 CitadisTM LRVs, the 11-km line electrification with a 2-km catenary-less portion in the city center, the track using AppitrackrM fast track-laying technoiogy, the power'supply system, the maintenance depot facilities and all electromechanical systems. Alstom currently performs the maintenance on the full system to the operator, ior 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 62 I I I I ) l ) I ) ) ) ) ) ) ) ) ) I ) ) ) ) ) , ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) D D L DUBAI I,RT Contractst rtdrtG : 2008 T{OTNilGHAM l'nTPHASE2 Contnct start de: 2011 Greater Miami Trrmlink Partners Within the development scheme of Dubai transit system a Tramway solution has been elected to join the Al Sufouh neighbourhood to the city centre. RTA has put special attention in requesting a system harmoniously integrated within the regenerated urban environment, landscaping areas 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 provlding system design, installation, test and commissioning of 11 Citadisru LRVs, the 14-km line catenary less electrification, the track, the power-supply system, the 19 fully-enclosed air-conditioned stations, the maintenance depot facilities and all electromechanical systems. Alstom will also perform the maintenance on the fullsystem for a period of 13 years. Contractint the Alstom, RTA benefits from the only long term proven wireless technology deployed from year 2003 ln the Tramway of Bordeaux and already present in Anger, Reims, Orl6ans and Tours featuring more than 57 km of track and more than 12 Million of vehicle kilometre. Alstom, as a 12.5% shareholder of Tramlink Nottingham holder of the 16 years DBFOM of Phase 2 of Nottingham Express Transit (NET), is acting both as a Developer, a major member of the Design-Build consortium and of the Maintenance of the tramways. NET is a tramway network which opened in 20O4 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. lt is also providing system design, installation, test and commissioning of 22 new Citadisru LRVs, 17.5 km of new track using its Appitrackru fast track-laying technology, electrification and power-supply systems and signalling and telecommunication systems. Alstom will integrate maintenance of the new tramways into the curent maintenance activity of the lncentro Trams, as a subcontractor to the operator Keolis. By contracting Tramlink, the city authorities have benefited from a strong and 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. ln parallel the construction consortium is on track to deliver the new lines by the end of 2014, and has already delivered the first CitadisrM that took place in September 2013. Prge {l 63 Miami Beach Stleetc.l Prolecl I ORAT{ UT Contrastsbrt daE:2m8 An unsohcrted propos.l The Oran Light RailTransit Project was the third Light Rail transit line in Algeria and was implemented under an a Design' Build contract awarded to a consortium composed of Corsan Corviam (civil consruction) 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 30 vehicles. The line crosses the city's historic district and runs at grade across 95 intersections with existing streets. The system design included future line extensions with three new lines totalling 18 route miles and an additional maintenance facility. As the leader of the Design-Build consortium, Alstom has the responsibility for the design, supply, installation, testing, and commissioning of the traction power and overhead catenary, signaling and communication systems, 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 proiect 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 custome/s needs taking over preliminary design activities such as route aliSnments 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 intetrated passenger stations respectint 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 centerthrough the creation of new Ereen 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. lt is designed for a ridership in the future of up to 90,000 passengers per day. Page 45 64 , ) I ) ) ) ) ) ) ) ) ) ) ) ) ) ) I ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) t ) ) )I ) )I )I DUBUil lnT PAT{AMA METRO TT C.ontract stert d&: 2010 Greatcr Miami framlinh Partners The Dublin light railtransit system (LUAS) is a 23.5 mile system 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 00O passengers per day. The LUAS lines are operated by VEOLIA (Transdev!, under a contract with the Railway Procurement Agency (RPA). Alstom is the maintainer of the LUAS system and holds three maintenance contrads, 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 civilworks. Alstom Transport delivered a tota! 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 criteria for both the fleet of vehicles and for the rail infrastructure. Alstom is exceeding those contractual requirements. The Metro Line 1of Panama City is the first stage in the 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. lt consists of a 8.5 miles driverless metro line comprising 12 stations and 57 metro cars. ln 2010, the Secretaria del Metro de Panama (SMP) awarded the full Design-Build contract for Metro Line 1 to Consorcio Linea Uno (CLU), formed by a Brazilian civil work company Odebrecht (55%) and Spanish FCC (45%). As subcontractor of this consortium, Alstom Transport is the leader of Design-Build of the electro-mechanical systems and is in charge of the engineering, integration and commissioning of the electromechanical works on turnkey basis. Alstom is also supplying 57 metro cars, traction substations and the CBTC train control system. The new subway takes approximately 23 minutes to travel from nofth to south of the city, has a capacity of 6OO people per train, and can transport more than 15,OOO people during peak hour. The line has been in revenue operation since April 2014. Prge tl5 65 Miami Eerch Sreetcrr Project OTTAWATRT Contract stert d.ta: 2013 An un$ohctled proposal City of Ottawa entered into a P3 agreement with Rideau Transit Group General Partnership (RTG) (ACS 40%, SNC Lavallin 40% and Ellisdon 20%) to design, build, and finance and maintain for a 30 year term, a new light rail system in Oftawa, Ontario. Alstom is a nominated subcontractor to the Design Built Joint Venture (OLRT Constructors) for the vehicle supply, and telecommunication and subcontractor of the Maintenance Company (Rideau Transit Maintenance General Partnerchip: RTM) for the maintenance of the LRT fleet. The 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?6), while also containing service pro\ren solutions. Alstom had to work with its major suppliers, to ensure that their systemr 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. lt willenter in revenue service in April 2014. Page 47 66 Greater Miami Trrmlink Partners +tf' fucher$lertern Archer Western Contractors Propooed Role: Member of the EPC Contractor rcsponsible for the civil lnfrastructure Brief description: Established in 1983, Archer Western Contractors is a general contracting, construction management, and design-build firm headquartered in Atlanta, GA. Archer Western is the largest subsidiary of The 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 for more than 116 years. Archer Western is well-established in the transit industry, having completed nearly S4B in transit projeas 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; Me$opolitan Atlanta Rapid Transit Authority; and Valley Metro Rail. The nearly Sf g Oenf 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 lartest construction employers in the State of Florida and brings local relationships with material suppliers and subcontractors to this Project. Relevant project erperience a nd qua lifi catlons: t t ) ) ) ) ) ) ) ) ) Locrdon: DelhsrTcxrs C.pltal Coet $gE4M TVpc of sf:tem: L'RT ln Dallas, Archer Western constructed two s€gments ($423M, 12.3 miles and S471.4M, 12.5 miles, respectively, totaling S89+tvl br 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 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. The complex civil and systems infrastructure were integrated as a single construction/installation package, and, because of significant external utility and traffic impacts, an intricate three-phase testing system was implemented. Archer Western conducted extenslve business impact miti6ation, executed a strong economic empowerment protram, and surpassed Owner workforce development requirements and DBE goals. GREEil UI{E U{r Prge tl8 67 orurilDo crcnr $rllRAIL locatlon: Satfrtd, fbrH. fiiami Beach Slreelcrr Prolecl ' An unrolicited proposal C.dtd @st $92f,1(2 contractsl Typc of Systcm: l"RT Archer Western contractors was one of the lead contractors on the Central Florida Commuter RailTransit System's expansion in Orlando, Florida, known as "SunRail" runs along 51 miles of existing CSX freight tracks through the greater Orlando metro area. This phase of the project is 31 miles long 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 crossings, construction of 12 station platforms, a vehicle storage and maintenance facility, which includes an operations control center, a service and inspection building, 95 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 lTS, CCW, passenger assistance telephones, and audio visual systems. IaIaI T e a a a aI a aII a a atII aIIII ( ( ( ( I ( ( ( ( I I I a I I J Page tl9 68 Greater Miamt Tramlinh Paftners A lnfraRed I J:',{t,t] P;rii ir I5 InfraRed Capital Partner Llmlted Role: Devcloper and maiodty equlty investor lnfraRed is and independent global investment manager with a particular focus on the development and management of transportation infrastructure. lnfraRed has committed more than US$1.2 blllion of equity to the development of more than 50 PPPs around the world, with a collective capital value in excess of USS25 billion. ln total, the business manages over 150 infrastructure investments across its portfolb, with a combined equity value of more than 54.5BN. lnfraRed has been actively participating in North America since 2007. Most recently in April 2015, lnfraRed achieved financialclose on the Portsmouth Bypass Project in Columbus Ohio and was awarded the 5H 288 Toll Lanes Project in Harris County, Texas. ln Canada, lnfraRed (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 ll (BC), Northwest Anthony Henday Drive (AB) and the lqaluit lnternational Airport lmprovement Project ( N U). lnfraRed manages discretionary funds on behalf of its investors and is actively deploying capital to develop and invest in new-build socialand transportation infrastructure projects in North America and other OECD countries. tt developed and is now openting the successful A53 motorway in France and the Dutch High Speed Rail Link (Zuid) from Amsterdam (Netherlands)to Antwerp (Belgium). lllustraUue relevam prcjcc cxperiance and quallficailons Purple tine Li6ht RailTransit Portsmouth Bypass SH-288 Toll Road Dutch H[h Speed Rail Link 453 Motonray Tyne Tunnel Tnnsmission Gully North West Anthony Henday l(icling Horsc lqalu it lnternatlonal Airport Eagle P3 Commuter Reil Projrt Bahimore (MA) Portsmodh (OHl Houston (TX) Netherlands & Belgium France ul( New Zealand Edmonton (Alb€rt ) British Columbia lqaluit (Nunavutf Denver (Colorado) Shoftlist Closed Preferred proponent Operations Operations Opcrations Construction Opcr.tionr Operations Constructlon & interim opcratlons Committed bid Confidantial SssoM Confidential 5rs S1.sB s360M Confidential csr.178 cs147.EM cs295M Sza Avrllablllty Availability Revcnuc Availabllity Revenue Revenuc Avallablllty Availablllty Revenue + Availabillty Availability Availability Pagc 50 69 DUTCII HIGH SPEED RAIL UNr (ZUID) Loc.tlon: I{cthcrlands C.plt t Coot 31.58 TypG of 3ysum: llSR tliami Beach Streetcrt Proiecl ' An unoolicited proposrl As illustrated in the proiects descriptions below, lnfraRed 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. lt also has proven skills in identifying, structurinB and manaBint the key risks involved in railtransportation schemes, such as interface risk between rolling stock and infnstructure, opeftition and performance regimes, renewal risks' TheDutchHighSpeedRailLinkProjectisanavailability-based 25-year DBFOM for a high speed rail line connecting Amsterdam (Netherlands) to Antwerp (Belgium)' lt encompasses approximately 60 miles of high speed rail infrastructure and system assets. construction included the track, power supply, communication rystems, 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 included four tunnels, one aqueduct, two bridges and 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. Financial Close was reached in November 2001 and construction was completed in December 2006' lnfraRed co- developed the project and is the largest investor in a consortium comprising BAM, Fluor, lnfraRed and another financial investor. The consortium, through its project company lnfraspeed BV, successfully arranged private financing for the rail concession, securing approximately €1'1 billion from a consortium of 28 banks and the European lnvestment Bank, for the duration of the proiect' Prgr 51 70 I I I Greater Miami framlinh Ptrtners ) ) I Jacobs Engineerint Group lnc t Proposcd Role: Lead En$ncer ) Brief descriptlon: I 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 I has partnered to deliver transit programs through alternative delivery in the US and abroad. Jacobs is ranked 2nd amont U.S. design firms and with over 50,000 employees is one of the largest professionalI services firms in the world. Jacobs provides a full range of consultant planning; design, protram ) management, and construction management services to the rail and transit industry. Jacobs wo*s for I agencies and partners with contractor on major transit projects nationwide including: NYC MTA : (Metro-North, Long lsland Rail Road, and NYC Transit), AMTRAK, NJ TRANSIT, SEPTA, PATCO, Portt luthority Allegheny County, MBTA, CTA, METRA, CSX, MARTA, Maryland MTA, WMATA, Valley Metro, I tos Angeles MTA, BARI Caltrain. With over 250 rail professionals in the East Jacobs has strong I 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 systemsI lsubstations, third rail, and catenary systems), and signals and communications systems, Jacobs also has ) in-house specialists with expertise in construction staging, constructability, construction manatement, ; operations analysis and planning, computer simulation, value engineering and cost estimating. Jacobs' . vast experaence 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 ) Uiamiarea that have localroadway, drainage and traffic design expertise. ) Aepresentative projects include: ) r Oklahoma City Streetcar I . Hiawatha Light Rail- systems design ' . Valley Metro, Phoenix fu ) . Hampton RoadsTransit Light Rail, Virginia ) o MTA Purple Line Light Rail, Maryland I . MTA Red Line Light Rail, Maryland ' o Pittsburgh Light Rail North Shore Connector Extension ) . Seattle Sound Transit Light Rail East Link ) o SEPTA Media Elwyn OCS I . Signal Systems Des[n for Great Neck lnterlocking ' o WMATA and Dulles Transit Dulles Metrorail Project - Silver Line ) . Fort Worth Transportation Authority, TEX-Rail Program Management ) o NYS Dept. of Transportation, Railroad Retainer Agreement - I o Amtrak Hudson Line Grade Crossing and Signal lmprovements, NY ] o Market Street Elevated Reconstruction Program Management, Philadelphia, Pa ) . FasTracks Program Support Services 2009, Denver, Colorado ) o Amtrak, Nationwide Accessible Stations Development Program (ASDP), U. S, ) . Massachusetts Bay Transportation Authority, Columbia Junction Signal Replacement, Boston, ' JACOBS' ) ) ) I Prga 52 71 Tirmi Btrch Streetcat ProiGGt An unlolicited Propotal o Rhode lsland Dept. of Transportation, South County Commuter Rail Project' Providence and WesterlY, Rl I Massachusetts Dept. of Transportation' worcester commuter Rail Line, Boston to worcester' MA o Amtrak, [ake Street lnterlocking Rehabilitation, Chicato' lL o Washington Metropolitan Area Transit Authority, Dulles Corridor Metrorail Project, Vienna, VA o Nl TRANSIT, portal Bridge Gpacity Enhancement Proiect, Kearny / Secaucus, NJ o MTA Capital construction, East side Access construction Management, New York' NY o Fort Worth Transportation Authority, TEX Rail Project, Fort Worth, TX Page 53 72 -r-- , Greater Miami Tramlink Parlners ln partnership with the Roads and Transport Authority (RTA), Dubai has looked to Serco to deliver the highest levels of operational performance and support Dubai's vlsion as a regional hub and as a city that is truly world class. The success of the Dubai Metro has enabled Serco to develop a core capability and an experienced team that continues to deliver high quality frontline services across a range of transport modes in Dubai, establishing truly integrated, premium transit services encompassing the Dubai Metro (since 2W71, Dubai Bus System (since 2008), Palm Jumeirah Monorail Transit System (since 2@9), Dubai Airport Automated People Mover (since 2012), and most recently, the Al Sufouh Streetcar, with O&M in early cooperation with Alstom during the design-build delivery phase, which became operational in November 2014. For the entire Dubai regional system, Serco has managed and integrated the bus/rail operations, the complex interfaces with RTA functions, and the rail and bus fleets from multiple suppliers. The newest line being integrated into regional transit system, the AlSufouh Streetcar, a 9.2 mile new O&M start-up, is a fully wireless railfleet. <r> Serco lnc Proposed Role: Operator Brlef dcscriptlon: Few in the industry foster an entrepreneurial company culture, enable every person to excel, deliver what is promised and build trust and respect. ln 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 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 rail and bus system, but enjoy the user experience. Serco lnc. is the Americas division of Serco Group, PLC, one of the world's leading and most admired service companies. Serco improves services by managing people, processes, technology and assets more effectively. Serco's broad array of real-time, cost-effective service solutions ensures confidence and protection for public, government, and commercialcustomers. Serco works with its customeru to understand exactly what they need and help to see their projects through the complete lifecycle. Releva nt proiea erperience and qua lifi catlons: serco DUBAI METRO locetlon: Dubal Cepltel Cost: $894M Typc ofsystem: tnT Prgc 5,1 73 iiiami Beach Streetcat Proiect An unsolhited proposrl 9rmmary of other ralevant erpcricnGe and quallftcatlons RTA Dubai AlSufouh Catenaryless LRT TfL Docklands Light Railway IPT O&M RTA Al Rashidiya Metro IPTO&M Yo*shire Northern Rail O&M RTA Dubai Bus O&M Dubai Palm Jumeirah Monorail Dubai Automatic People Mover Merseyrail, Merseyside, England Caledonian Sleeper, England The Ghan, Australia Makkah Metro, Kingdom of Saudi Arabia Doha Metro, Qatar Lusail LRT. Qatar Manchester Metrolink, UK Portsmouth Public School Bus Management and Maintenance Atal lndore City Transport (lndia) BRTS Adelaide Public Transport Bus Operations Glasgow Bus lnformation and Signaling London Bikes SarM / ro-yr SlogM lL7-yr S77.5M I t?-yr 57.98 I t}-vr 567.21 a-vr 572.5M / 5-yr Srz.sM l4-vrl 55.88 / 25-yr 51.38 / 15-yr S18M I 10-yr S27M l4-vr SlaM / a-yr 5t4M I a-Vr S180M I to-vr S7.5M I LO-vr S2.6MlVr l6-yr S484M ltWr S8,8M / e-yr SrgsM / a-yr Page 55 74 -r-- I ) ) ) ) ) t ) ) ) ) ) ) ) ) ) )I Greater iiliami Tramlinh Prrtners Walsh lnvestors is an investment and development organization owned by the Walsh family, owners of The Walsh Group, which is a privately held company. Walsh lnvestors 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 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 participEtion in the growing industry. The company has leveraged its partnerc'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 compant'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 lnternational 2014 Projects Grand Prix Award. Walsh lnvestors, vertically- integrated along with its construction affiliate, and with a self-perform maintenance structure recently reached financial cl6se on Pennrylvania Rapid Bridge Replacement Project, the first P3 ever procured in the Commonwealth of Pennsylvania. The Ohio River Bridges East End Crossing, the first and only PPP poect to date in the state of 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 lndiana. The Project also includes a twin bore tunnel on the Kentucky approach of approximately 1,800 feet in len4h and 19 additional bridges, as well as associated roadway improvements and other related anfrastructure wort. Walsh lnvestors, L.L.C. (Walsh lnvestors) is a 33.3% Equlty 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 Crosing was the first greenfield P3 in the Midwest. The project includes numerous technical challenges, environmental considerations, and Project Co. installation (but not operation) of new tolling system infrastructure. Walsh Construstion is the managing member of the design'build joint venture Walsh recently reached financial close with its partners on Pennsylvania's first P3 procurement, the Rapid Bridge Replacement Prolect, participating as an equity investor, lead contractor, and as an operations and maintenance contractor. The Commonwealth of Pennsylvania, with 25,@O 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 'Projecf) will accelerate the replacement of 558 geographically disbursed, structurally deficient, bridges across the Commonwealth in approximately 3.5 years. The maiority of the replacement bridges are ' Page 16 75 Miami Beach Stre.tcir Proiect An un$ltcited proposel 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. tn particular, Walsh lnvestors is participating in the development of the Project as an equity investor in the proiect Company ("PWKP'). Walsh Construction Company, an Archer Western affiliate, is the managing joint venture partner on the design-build portion of the Proiect, with a guaranteed price $899 million construction contract. Watsh lnfrastructure 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 Projecl. These PABs are tax-exempt, non-recourse bonds issued by the commonwealth on behalf of PWXP, the largest PABs issuance to date on any P3 projects in the U5. PWKP reached financial close in March 2015 and construction commenced in May 2015. Pagc 5I 76 E1 i{s!-!=t .*\'*-l 77 Attachment E RESOLUTION NO. 20ls-29000 A RESOLUTION OF THE MAYOR AND CIW COMMISSION OF THE CITY OF MIAMI BEAGH, 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 TRANSPORTATTON PARTNERS (t.E. MtAM|-DADE METROPOLTTAN PLANNING ORGANIZATION, FLORIDA DEPARTMENT OF TRANSPORTATTON, AND MIAM|-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 ("Stud/); and WHEREAS, the Study focuses on re-evaluating the Locally Preferred Alternative resulting from the 2004 Baylink Corridor Study, which proposed a light rail transiUmodern 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 TransiUmodern 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; 17u 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 TechnicalAdvisory Committee and the Policy Executive Committee established as part of the Study have endorsed the p@ect moving fonuard as a Public-Private Partnership project with annual availability payments beingmade by the local public entity sponsoring the project to the / 78 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 56 Street and Washington Avenue ("South Beach Component') represents approximately 28o/o of the total $532 million capital cost of the Project (approximately $1218 million) and estimates about $9 million in annual capital payments (28o/o 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 $tZ million - $17 million per year, depending on the level of availability of State funds (including operating costs); and . WHEREAS, the Administration is evaluating funding sources for availability payments as part of the FY2015/16 budget process, including increasing parking fees for on-street parking, as well as exploring options for siting a maintenance yard in South Beach in close proximity to the proposed streetcar alignment; and WHEREAS, expediting the South Beach Component as the first phase of the Project will help build a ridership base and establish a framework for a regional rail system. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAM! BEACH, FLORIDA that the Mayor and City Commission hereby approve this Resolution expressing support for expediting the South Beach Component as the first phase of the Beach Corridor Transit Connection Project, which Project proposes light rail transiU streetcar connectivity between the City of Miami Beach and the City of Miami; directing the Administration to work with local transportation partners ( i.e. Miami-Dade Metropolitan Planning Organization. Florida Department of Transportation and Miami-Dade Transit) to expedite the South Beach Component; and further authorizing the Administration to procure any environmental studies required for the South Beach Component. PASSED and ADOPTED this T? day of ,2015. br Expediting the South Beach Component RESO.doc ,6RR[8Y:R$i?- :ry[i]*,nl'Y s\F,* CityAtl -) Dde 79 Attachment F RESOLUTTON NO. 2015-29083 A RESOLUTION OF THE TUAYOR AND CITY COiIIMISSION OF THE CITYoF litAilt BEACH, FLOR|DA, ADOPTING THE TSODE H|ERARCHY PRESENTED AT THE TUARCH 18, 2OI5 CITY COilIilIISSION 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,in2014, the City engaged Gannett Fleming to complete a new City of Miami 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 proposalfor 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, Bicydes, Freight (depending on the conidor), 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 willgenerate prqects 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 COililllSSlON OF THE CITY OF MlAtUl 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 conidor), and 3- Private Vehicles. PASSED and ADOPTED this ,2015. APPI?OVEDASTO. F6RMaIANGUAGE & FOR EXECT'TiONMlt!9W oob 80 0)o5 3o3 o e l- t+, -(-srrl= -| rr| 7) >- rrr 'txr-\ J-. 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ELOtrf6-6 o =- 98 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. tn 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 passeng€r service in the Project corridor will provide an efftcient option to driving on congested streets and highways and a much-needed integrated transportation link. 99 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: . Claritring the roles and responsibilities of the Parties relative to the Project; o Clarifying the involvement of the Parties relative to the Project; o Identifyrng Project funding; o Improving the efficiency by which Project activities are conducted; o Establishing a Project Advisory Committee ("PAC") with specific responsibilities and regularly scheduled meetings; o Scheduling regular Project updates to the involved Boards and agencies as deemed necessary by the PAC ;o Presenting and advancing the Project with a unified voice; o Coordinating technical studies and evaluations; o Coordinating outreach to the public, municipalities, and other involved stakeholders; o Collaborating on innovative approaches to a funding framework for the Project, o Maximizing the Region's competitiveness in securing potential federal funding for the Project; o Managing the funding and administration relating to the Project; and o 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. A11 Parties shall seek to reach consensus on key project issues and work cooperatively towards resolving any conflicts that may arise. d. A11 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 100 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 govemments 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 th€ 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: FDOT shall contribute $5,000,000, or 50% of the initial Project funding. Beach shall contribute $417,000, or 4.17% of the initial Project funding. City shall contribute $417,000, or 4.17%o of the initial Project funding. County shall contribute $417,000, or 4.I7% of the initial Project funding. 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 proj ect 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. A11 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, a. b. c. d. e. 101 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 progmm 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. 102 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: Title: Name: Date: Title: Date: Legal review:Legal Review: By: City of Miami City of Miami Beach By:By: By: Name: Title: Name; Title: Date:Date: Legal review:Legal Review: "&-LC-*'t--___-EfBy: 103 AAIAMI BEACH City of Miqmi Beoch, l70O Convention Center Drive, Miomi Beoch, Florido 33,1 39, www.miomibeochfl.gov MMIS ION MEMORANDUM To: Mayor Philip Levine and Members FROM: Jimmy L. Morales, City Manager DATE: December 16,2015 SUBJECT: DISCUSSION REGARDING THE the City PARK PARKING GARAGE PROJECT On March 21,2012, the City Commission adopted Resolution No. 2012-27869, approving a Professional Services Agreement with the joint venturc of Zaha Hadid Limited tla Zaha Hadid Architects and Berenblum Busch Architecture, lnc. (the Consultant) to provide professional services to design the Collins Park Parking Garage at a construction cost of $ 20,800,000. Pursuant to request for qualifications No. 2013-454-SR, Facchina Construction of Florida, LLC (CMR) was selected as the Construction Manager at Risk for the construction of the Collins Park Garage Project. Based on the Consultant's 60% design drawings, the CMR submitted a Guaranteed Maximum Price (GMP) in the amount of $48,989,044. On May 6, 2015, the City Commission provided direction for the Consultant to redesign the project to be no more than 5% above the construction budget at no extra cost to the City, as stipulated in the Contract Documents. On May 21,2015 the Consultant was notified of the Commission's directive and was given a 30 day deadline to comply. Subsequently the City granted the Consultant's request for an additional 60 dayto redesign the project. On December'10, 2015, the Consultant presented to the City administration a revised design with a reduced concept estimate of $28,255,656. Attached is a drawing of the North Elevation of the building comparing the original design and the revised design (Attachment A). The revised design implemented adjustments resulting in a reduced probable construction cost. The main adjustments include, curves optimized to allow a standard radius, the use of vertical columns in lieu of angled columns, structural spans of 40 feet were reduced to 36 feet, concrete slab thickness reduced to 12 inches, feature stairand glass elevator replaced with simple stairs within concrete enclosure, roof pavilions were eliminated, and vertical retail fagade in lieu of angled fagade. A list of these revisions is included in the attached document (Attachment B). The proposed redesigned building (Attachment C) maintains the original requirement of an iconic architectural style and still addresses the unique needs of the City's stakeholders, residents, and visitors to the City's Cultural Campus. Based on this information the City may elect to fully develop the revised design and finalize negotiations with the CMR to develop a GMP, or terminate the Consultant's contract and engage another consultant to develop a new design. CONCLUSION Administration requests direction from the Mayor and Commission. Attachment A -Comparison of North Elevation Attachment B - Proposed Design Changes 104 rtrt g, oI o H)rt vos.ao o_ oo U),(o f ma-oo CN @ N)@-N (,t -(,lO)(rl o) =es l' ,] f" ].* l. ], Lo l,l^^l-* : +.lo o--:o = Uo 9..(o ooa @s _@(o @ soOs5 >:.oN) o o =oo : ;rr r,F l' : l^ if olril'g\ $fl" T: ti iE nAa; s! ::i: a a. ii:;: a:; i i 't i a! 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