TITLE
RESOLUTION APPROVING AWARD OF CONTRACT NO. RFP-01353-IA TO MBM PARTNERS, LLCFOR AN INTERIM AGREEMENT FOR THE RAPID MASS TRANSIT SOLUTION FOR THE BEACH CORRIDOR TRUNK LINE FOR THE DEPARTMENT OF TRANSPORTATION AND PUBLIC WORKS IN A TOTAL AMOUNT NOT TO EXCEED $14,000,000.00 FOR AN EIGHTEEN (18) MONTH TERM WITH ONE SIX (6) MONTH EXTENSION TERM; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR’S DESIGNEE TO EXECUTE SAME FOR AND ON BEHALF OF MIAMI-DADE COUNTY AND TO EXERCISE ALL PROVISIONS OF THE CONTRACT, INCLUDING ANY CANCELLATION, TERMINATION, OR THE SIX MONTH EXTENSION PROVISION; AND AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR’S DESIGNEE TO AMEND AND NEGOTIATE THE TERMS OF CONTRACT NO. RFP-00152 REGARDING THE EXCHANGE OF LAND, AND UPON COMPLETION, MAKE APPLICATION TO THE FEDERAL TRANSIT ADMINISTRATION FOR APPROVAL OF THE SAME, PRIOR TO PRESENTING SUCH ITEM TO THE BOARD FOR FINAL APPROVAL; AND AUTHORIZING THE USE OF CHARTER COUNTY TRANSPORTATION SURTAX FUNDS FOR THIS PROJECT WHICH IS CONTAINED IN THE ORIGINAL EXHIBIT 1 OF THE PEOPLE’S TRANSPORTATION PLAN SECTION RAPID TRANSIT IMPROVEMENTS

BODY
WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying memorandum, a copy of which is incorporated herein by reference,?????

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that

Section 1. This Board approves award of Contract No. RFP-01353-IA to MBM Partners, LLC for an Interim Agreement for the rapid mass transit solution for the beach corridor trunk line for the Department of Transportation and Public Works, in substantially the form attached and made a part hereof, in a total amount not to exceed $14,000,000.00 for an eighteen (18) month term and one six (6) month extension term.

Section 2. This Board authorizes the County Mayor or County Mayor’s designee to execute same for and on behalf of Miami-Dade County and to exercise all provisions of the contract, including any cancellation, termination, or the six month extension provision.

Section 3. This Board authorizes the County Mayor or County Mayor’s designee to amend and negotiate the terms of contract no. RFP-00152 regarding the exchange of land, and upon completion, make application to the federal transit administration for approval of the same, prior to presenting such item to the board for final approval.

Section 4. This Board authorizes the use of Charter County Transportation Surtax Funds for this project which is contained in the original Exhibit 1 of the People’s Transportation Plan Section Rapid Transit Improvements.

HEADER
Date:

To: Honorable Chairwoman Audrey M. Edmonson
and Members, Board of County Commissioners

From: Carlos A. Gimenez
Mayor

Subject: Interim Agreement for Rapid Mass Transit Solution for the Beach Corridor Trunk Line
and Utilizing Charter County Transportation Surtax Funds for Such Purpose

STAFF RECOMMENDATION
Recommendation
At the request of the Board of County Commissioners (Board), this item has been submitted for approval of a competitive contract award, Contract No. RFP-01353-IA, Interim Agreement for the Rapid Mass Transit Solution for the Beach Corridor Trunk Line, for the Miami-Dade Department of Transportation and Public Works (DTPW), to MBM Partners, LLC (MBM). The Interim Agreement is the first step to complete the design, build, financing, operation and maintenance of a rapid transit system along the Beach Corridor Trunk Line connecting the Downtown Miami/Overtown area to the South Beach area (the Project). The proposed Project includes the construction and operation of a monorail transit solution (the Solution) that will allow the County to address the critical need for an efficient and reliable mass transportation connection between Downtown Miami and Miami Beach.

This item is placed for Board review pursuant to Miami-Dade County Code Section 29-124(f). The Board may only consider this item if the Citizens’ Independent Transportation Trust (CITT) has forwarded a recommendation to the Board prior to the date scheduled for Board consideration or 45 days have elapsed since the issuance of this recommendation. If CITT has not forwarded a recommendation and 45 days have not elapsed at the time of Board consideration, a withdrawal of this item will be requested.

Scope
The Beach Corridor Trunk Line will be located in Commission Districts 3 and 5, which are represented by Chairwoman Audrey M. Edmonson and Commissioner Eileen Higgins, respectively. However, the scope is countywide in nature.

Fiscal Impact/Funding Source
The potential fiscal impact for the 18-month term is up to $14,000,000. This consists of $8,000,000 for the completion of predevelopment work and up to $6,000,000 for compensation only in the event of an applicable termination. If the Project Agreement is successfully awarded, the County’s obligation is only $8,000,000. This Interim Agreement is funded by Charter County Transportation Surtax Funds as included in the Original Exhibit 1 of the People’s Transportation Plan Section Rapid Transit Improvements.

Department Allocation Funding Source Contract Manager
Transportation and Public Works Up to $14,000,000 Charter County Transportation Surtax Funds Frank Guyamier
Total: $14,000,000

Track Record/Monitor
Beth Goldsmith, CPPB, of the Internal Services Department is the Chief Negotiator. Dawn M. Soper, Director, P3 and Property Development, is the Project Manager on behalf of the Internal Services Department. Frank Guyamier, P. E., Deputy Director, DTPW, is the Project Manager on behalf of DTPW and serves as the Design Criteria Professional.

Delegated Authority
If this item is approved, the County Mayor or County Mayor’s designee will have the authority to execute the agreement and exercise all provisions of the contract, including any cancellation, termination and a six-month extension provision. Further, the County Mayor or County Mayor’s designee will have the authority to amend and negotiate the terms of Contract No. RFP-00152 regarding the exchange of land, and upon completion, make application to the FTA for approval of the same, prior to presenting such item to the Board for final approval.

Background
The Beach Corridor Trunk Line is the east-west segment of the Strategic Miami Area Rapid Transit (SMART) Plan that traverses Biscayne Bay, connecting the Central Business District in the City of Miami and the City of Miami Beach. The Project will integrate with other existing and proposed transit services on both sides of Biscayne Bay. Acting as a vital link between two key economic engines, Miami International Airport (MIA) and PortMiami, this SMART Plan corridor will improve conditions in the area, serve anticipated growth and provide transit options for the surrounding entertainment and commercial sectors for local residents and employees traveling across the Bay or connecting from outside the area.

Providing a transit alternative in and out of Miami Beach will help residents and visitors with their travel needs during peak travel times and special events. Numerous County-commissioned studies have identified a need for a mass transit solution along this corridor since as early as 1988 and have identified the MacArthur Causeway as the optimal route to alleviate traffic, improve connectivity and obtain the best possible value. Both the Central Business District and Miami Beach have been subject to rapid population growth that is expected to continue on an upward trajectory, growing 75 percent by 2035, with an expected Countywide increase of 31 percent by 2035.

The County and the areas to be primarily serviced by the Beach Corridor are also undergoing increased growth in business development and tourism. The strain of this growth on the County's transportation system is palpable, particularly on the MacArthur Causeway, which recently received an “F” traffic rating in a report by a City of Miami Beach external consultant. More core transit capacity is needed to maintain mobility, which is essential to sustainable growth. After three years of environmental and engineering evaluation, and incorporating the public’s input, the County’s Beach Corridor Study team recommended elevated rubber tire technology, such as that provided by the Solution, for the Beach Corridor Trunk Line, which was unanimously adopted as the Locally Preferred Alternative (LPA) by the Miami-Dade Transportation Planning Organization in January 2020. The Project will provide a mode of rapid transit connecting the Central Business District to Miami Beach and integration with other modes of transportation, critical to achieving the overarching goals of the SMART Plan - to connect the County's urban centers, improve mobility, decrease reliance on private vehicles and, as a result, enhance the standard of living for all County residents.

The County received an unsolicited proposal (the USP) from a consortium of firms identified as the Miami Beach Monorail Consortium (the Consortium) on May 2, 2019 to design, build, finance, operate and maintain a monorail system between mainland Miami and Miami Beach along the MacArthur Causeway. The County evaluated the USP in accordance with Section 2-8.2.6 of the County Code and determined that the USP was financially viable and offered a transportation solution that is consistent with the SMART Plan.

On July 10, 2019, under Resolution No. R-761-19, the Board authorized the County Mayor or County Mayor’s designee to prepare a competitive solicitation for the same project purpose as the USP. The Board approved advertisement of the RFP under Resolution No. R-905-19 on September 4, 2019, and the RFP was issued September 17, 2019, to obtain proposals to design, build, finance, operate and maintain a rapid transit system along the Beach Corridor Trunk Line connecting the Downtown Miami/Overtown area of the City of Miami to the South Beach area of the City of Miami Beach.

The RFP was issued according to the Board’s direction for a period of 180 days to afford ample time for proposers to pursue the opportunity and submit proposals, with proposals due March 17, 2020 and included the County, City of Miami, City of Miami Beach and the Florida Department of Transportation (FDOT) as key stakeholders. The RFP permitted heavy rail, light rail and bus rapid transit solutions as well as alternative technologies that were capable of meeting the technical requirements of the project. From November 2019 through January 2020, technical staff from the County and FDOT reviewed preliminary transit concepts for alternative technologies from four different potential proposers. In addition to potential proposers that offered systems already allowable under the RFP, three potential proposers received authorization from the key stakeholders to propose alternative transit solutions in response to the RFP. A fourth potential proposer did not receive approval of its alternate transit solution as it presented traffic and safety concerns for both the County and FDOT.

On March 17, 2020, one proposal was received from MBM. Prior to the proposal due date, staff was notified by a potential proposer that due to dissolution of their project team late in the process, they would be unable to submit a proposal by the due date. Following the proposal submission deadline, a communication was received from another potential proposer stating that they had opted not to provide a proposal based upon concerns regarding additional time needed to prepare a proposal and a concern related to the disclosure of information. The proposal from MBM was evaluated by the Competitive Selection Committee (CSC), which consisted of County staff as well as representatives from the City of Miami, the City of Miami Beach and FDOT.

At the May 19, 2020 meeting of the BCC, in response to a report requesting direction from the BCC as only one proposal was received, the BCC directed the Administration to evaluate the proposal and if it met the technical and financial requirements, negotiate an agreement for the BCC’s approval. The CSC determined that the proposed monorail system from MBM offered a viable Solution to the County from a technology and transit perspective, including an appropriate approach to completing the project successfully. Additionally, the CSC concluded that the proposed MBM Team had the necessary experience, qualifications and financial backing to successfully design, build, finance, operate and maintain the Solution. Further, the proposal met the RFP’s requirements regarding compliance with federal regulations pertaining to cyber security, rolling stock restrictions and fair international competition. Also, the Local and Small Business Participation Plan was assessed in accordance with Resolution No. R-905-19. Following the evaluation, the CSC recommended entering into negotiations with MBM to achieve an Interim Agreement.

Agreement Processes for the Project
The proposed Project includes a two-step agreement process between the County and MBM as follows:
1. This Interim Agreement for Board approval under this Resolution through which MBM will perform pre-development activities and have the exclusive right to negotiate with the County for the delivery of the Project. The term of the Interim Agreement is 18 months with one six-month extension period.
2. A final Project Agreement, governing MBM’s finance, design, construction, operations and maintenance of the Solution, and the County’s obligation to make availability payments over a 30-year period beginning once the Solution is operational (i.e. at substantial completion). The Project Agreement will be presented to the Board for approval prior to the expiration of the Interim Agreement and will include the final terms, conditions and costs of the Project.



Interim Agreement
Under the Interim Agreement, as the terms of the final Project Agreement are developed and negotiated, MBM will conduct predevelopment work, including utilities identification, environmental reviews, topographical surveys, geotechnical studies, roadway and drainage studies, structural analysis and creation of a basis of design. The negotiated cost to the County for the completion of this predevelopment work is $8,000,000. Additionally, during the term of the Interim Agreement, MBM will complete design and development work specific to the proposed Solution in order to begin construction promptly upon the award of the Project Agreement, which will not be subject to County compensation. Only the predevelopment work that is reusable by the County is subject to compensation. The County will complete payment for this work based upon completion of deliverables and shall own the proprietary rights to such deliverables after payment.

In the event that the County does not enter into the Project Agreement, under certain conditions, a payment would be due to MBM for actual costs and expenses MBM incurred that were not subject to previous compensation by the County. This payment would be equal to the first $4,000,000 of actual, documented expenses, and up to 50 percent of the next $4,000,000 in actual, documented expenses, for a total payment not to exceed $6,000,000. In the event that MBM defaults under the Interim Agreement or fails to deliver the private property for the land exchange, no payment would be due.

The Project includes an exchange of County-owned land located at the Omni Bus Terminal with privately owned property located at NE 13 Street, between N. Bayshore Drive and Herald Plaza. This property will then serve as the location for a Downtown multimodal transit hub, providing access to the Solution, the current Metromover system and a new bus terminal. The privately owned property currently has a higher assessed fair market value than the County-owned property. The County-owned property is currently covered under Lease and Development Agreement No. RFP-00152, approved by the Board under Resolution No. R-429-17. Under the terms of the Interim Agreement, all obligations under Contract No. RFP-00152, including rent obligations, would be transferred to the new property via an amendment to Contract No. RFP-00152. This exchange of land and the associated amendment will be subject to approval by the Federal Transit Administration (FTA) and will be presented to the Board for final approval with the Project Agreement.

The Interim Agreement includes a not-to-exceed cost of $586,500,000 for the complete construction of the Project, including all direct and indirect costs, Solution vehicles, equipment, operation systems and software required to commence public operations. The County will seek to further negotiate these costs, as well as associated availability payments, as part of the negotiation of the Project Agreement.

Additionally, the Interim Agreement includes a provision for the waiver of jury trials in the event of a contract dispute. This is non-standard for the County, and as such, is being disclosed to the Board. As a result of the COVID-19 state of emergency, jury trials are currently suspended, resulting in a backlog of cases. Due to the short term of the Interim Agreement, a delay in addressing a dispute may result in the expiration of the Interim Agreement without finalizing the Project Agreement, and thus a termination payment owed to MBM.

Vendor Recommended for Award
MBM Partners, LLC is a foreign limited liability company established to submit a proposal to the County, and therefore, has no employees to report in the table below.

Pursuant to Resolution No. R-477-18, MBM is identified as non-local. However, MBM consists of several team member companies listed in the table below which have a local presence. During the Interim Agreement, the County will continue to explore opportunities for Small Business Enterprise measures and goals to be implemented during the Project Agreement, unless otherwise restricted by the funding source.



Vendor Principal Address Local Address* Number of Employee Residents Principal
1) Miami-Dade
2) Percentage*
MBM Partners, LLC 2 S Biscayne Boulevard, Suite 2700
Miami, FL Same 0 Thierry Deau
0%
Meridiam Infrastructure North America Corporation 605 3 Avenue
28 Floor
New York, NY 860 MacArthur Causeway
Miami, FL 3 Thierry Deau
0.9%
Jacobs Engineering Group, Inc. 1999 Bryan Street
Dallas, TX 3750 NW 87 Avenue Number 750
Miami, FL 152 Robert Pragada
0.3%
Civil & Building North America, Inc 2 South Biscayne Boulevard
Number 2000
Miami, FL Same 52 Giuseppe Folco
73.5%
Aqualand Development Ltd Co. 2520 SW 22 Street
Number 2-169
Miami, FL Same 2 Rafael Armando Garcia-Toledo
100%
Resorts World Miami, LLC 1501 Biscayne Boulevard, Suite 500
Miami, FL Same 0** Patricia Lawrence
0%
*Provided pursuant to Resolution No. R-1011-15. Percentage of employee residents is the percentage of vendor’s employees who reside in Miami-Dade County as compared to the vendor’s total workforce.
**Resorts World Miami, LLC is a wholly owned subsidiary of Genting Group, and therefore, has zero employees.

Due Diligence
Pursuant to Resolution No. R-187-12, due diligence was conducted in accordance with the Internal Services Department’s Procurement Guidelines to determine vendor responsibility, including verifying corporate status and that there are no performance and compliance issues. Assessments were completed on all identified team members that were included in the proposal from MBM.

The lists that were referenced included convicted vendors, debarred vendors, delinquent contractors, suspended vendors, and federal excluded parties. Additionally, legal database and internet searches were conducted. Various cases were identified and reviewed. No information reviewed rose to a level that would indicate MBM, or its team members, constitutes a non-responsible vendor.

Additionally, the financial status of Team Members were assessed by an outside financial consultant, IMG Rebel Advisory, Inc. The financial consultant did not identify any findings that would give concern regarding MBM’s ability to successfully finance the Solution.

Addendums
Pursuant to Resolution No. R-905-19, the following addendums were issued for RFP No. RFP-01353:
Addendum Number Content Summary
Addendum No. 1 Provided link to submit alternative technical concept documents to the County.
Addendum No. 2 Provided a call-in phone number for the Preproposal Conference
Addendum No. 3 Provided sign-in sheet for the Preproposal Conference / corrected scrivener’s errors
Addendum No. 4 Provided additional Sign-In Sheet for Preproposal Conference / Contained proposer questions and County responses
Addendum No. 5 Updated RFP schedule
Addendum No. 6 Contained proposer questions and County responses
Addendum No. 7 Contained additional proposer questions and County responses / Added additional technical specifications / Revised Proposer Information Section / Provided additional Information Only Exhibits
Addendum No. 8 Updated RFP Schedule / Provided additional Information Only Exhibits
Addendum No. 9 Updated RFP Schedule
Addendum No. 10 Revised select RFP terms (Definitions and Restrictions on Communications with non-County CSC Members) and technical specifications (Capacity, City of Miami-Beach Hub Specifications, and Maintenance Facility Requirements)
Addendum No. 11 Updated RFP Schedule
Addendum No. 12 Revised select RFP terms (Federal Compliance, Interim Agreement Terms Sheet, Project Agreement Terms Sheet, and Treatment of Confidential Information) and technical specifications (Asset Management Plan and Handback Requirements) / Contained additional proposer questions and County responses
Addendum No. 13 Provided additional Information Only Exhibits
Addendum No. 14 Revised Proposer Information Section (included additional questions for proposers to respond and renumbered)
Addendum No. 15 Contained final proposer question and County response
Addendum No. 16 Provided submission mechanism for Confidential Information


Applicable Ordinances and Contract Measures
• The two percent User Access Program provision does not apply.
• There were no Small Business Enterprise Measures applied to the solicitation due to uncertainty regarding potential funding sources which may have restricted the application of such measures. In lieu of measures, a Local and Small Business Participation Plan was evaluated and scored in accordance with Resolution No. R-905-19.
• The Living and Responsible Wage applies to some services under the Interim Agreement.



__________________
Jennifer Moon
Deputy Mayor