Public Interest Transportation Forum, http://www.bettertransport.info/pitf/
SEATTLE POPULAR MONORAIL AUTHORITY
BOARD OF DIRECTORS
RESOLUTION NO. 05-39
Authorizing Staff to Take Steps Necessary
to Terminate the Seattle Monorail Project
WHEREAS, in November 1997, voters in Seattle approved Initiative 41, which called for the City of Seattle (the “City”) to create a public development authority, the Elevated Transportation Company (“ETC”), and which also proposed a 40-mile citywide monorail system; and
WHEREAS, in November 2000, voters in Seattle approved Initiative 53, which required that the ETC be reinstituted and be provided with $6 million and two years to develop a Monorail Plan; and
WHEREAS, pursuant to Initiative 53, the ETC developed and presented for approval by the voters in Seattle, the ETC Seattle Popular Monorail Plan, which set forth a proposal for the planning, construction, and operation of a monorail system in the city of Seattle; and
WHEREAS, in 2002 the Washington State Legislature enacted an enabling statute, codified at RCW 35.95A, that allows voters to create a city transportation authority with the power to plan, construct, and operate a monorail system in the city of Seattle; and
WHEREAS, the Seattle Popular Monorail Authority (the “Seattle Monorail Project”) was formed when the voters of Seattle approved Petition/Proposition No. 1 (the “Petition”) in November 2002, approved a 1.4% Motor Vehicle Excise Tax, and approved the ETC Plan, providing for construction of the Green Line as the first phase of a city-wide monorail transportation system; and
WHEREAS, the Board, at an open public meeting held on December 16, 2002, approved Resolution 02-03, Adoption of Seattle Popular Monorail Plan; and
WHEREAS, to begin the rapid and efficient implementation of the Plan, the Board determined that it was necessary and desirable to adopt a procurement approach for the design, construction, and operation of the Green Line; and
WHEREAS, the Board, at an open
public meeting held December 16, 2002, approved Resolution 02-10, Adopting
Procurement Approach, which adopted the Design-Build-Operate-Maintain (“DBOM”)
procurement approach and further authorized the Executive Director or his
designees to commence procurement on this general basis as soon as practicable;
and
WHEREAS, the Board, at an open public meeting on February, 5, 2003, approved Resolution 03-15, Regarding Adoption of Bylaws; and
WHEREAS, the Executive Director issued a Request for Qualifications under the DBOM procurement approach on March 4, 2003; and
WHEREAS, in June 2003, after an
extensive review and evaluation of the Statements of Qualifications, the
Executive Director determined that two DBOM teams, Cascadia Monorail Company,
LLC, a Delaware limited liability company (“Cascadia”) and Team Monorail, were
qualified to submit proposals in response to a Request for Proposals; and
WHEREAS, the Board of Directors of the SMP adopted Resolution 03-59 on September 3, 2003 authorizing the issuance of bond anticipation notes and their sale to the Bank of America, N.A. in an initial principal amount not to exceed $70,000,000, for the purpose of providing money to finance the acquisition of property and other costs associated with the Green Line, and;
WHEREAS, the Seattle Monorail Project issued its Motor Vehicle Excise Tax Bond Anticipation Note, 2003 (the “Note”), numbered R-1 and replacement Notes numbered R-2 and R-3; and
WHEREAS, pursuant to RCW 35.95A.050(3)(b), the Board was required to establish criteria by which a DBOM contractor would be selected; and
WHEREAS, the Board, at an open public meeting on February 11, 2004, approved Resolution 04-09, Adopting Evaluation Criteria for Evaluating Proposals to Design-Build-Operate-Maintain the Green Line (the “Criteria”) and modified these Criteria in Resolution 04-43, which was approved by the Board in an open public meeting on July 14, 2004; and
WHEREAS, the Board, at an open public meeting on February 11, 2004, approved Resolution 04-10, Authorizing the Executive Director to Issue a Request for Proposals, and Addenda, to Design-Build-Operate-Maintain the Green Line; and
WHEREAS, on March 3, 2004, pursuant to Resolution 04-10, staff issued the Request for Proposals to design, build, operate, and maintain the Green Line and subsequently issued several Addenda clarifying the Request for Proposals and establishing a due date for Proposals of August 16, 2004; and
WHEREAS, Section 8.3 of the Instructions to Proposers, a part of the Request for Proposals, states that Proposers meeting certain criteria shall be entitled to receive a payment for work product of $2,000,000 from the Seattle Monorail Project, provided that such Proposer timely executed and delivered the Payment for Work Product Agreement to the Seattle Monorail Project; and
WHEREAS, on April 21, 2004, Cascadia and the Seattle Monorail Project executed a Payment for Work Product Agreement, in conformance with Section 2.10 of the Instructions for Proposers, and as confirmed on November 8, 2004 and February 10, 2005, setting forth criteria for Cascadia’s eligibility to receive compensation for its participation in the Request for Proposals process; and
WHEREAS, the Seattle Monorail Project, in Section 8.4 of the Instructions to Proposers, reserved to itself all rights, which shall be exercisable by the Seattle Monorail Project in its sole discretion including the right to cancel the Request for Proposals, or any part thereof; and
WHEREAS, the Board, at an open public meeting on June 2, 2004, adopted Resolution 04-27 amending Resolution 03-59, increasing the authorized principal amount of the Note to not to more than $150,000,000; and
WHEREAS, on August 16, 2004, Cascadia submitted a Proposal in response to the Request for Proposals; and
WHEREAS, staff completed a detailed
and rigorous evaluation of the Cascadia Proposal compared to the evaluation
criteria established by the Board in Resolutions 04-09 and 04-43 and recommended
that Cascadia is the vendor best qualified to design, build, operate, and
maintain the
Green Line pursuant to RCW 35.95A.050(3)(d); and
WHEREAS, the Board, at an open public meeting on September 8, 2004, approved Resolution 04-47, Approving the Executive Director’s Recommendation that Cascadia Monorail Company, LLC (Cascadia) is Best Qualified to Provide DBOM Services for the Green Line, and Authorizing the Executive Director to Initiate Negotiations of DBOM Contracts; and
WHEREAS, the Board, at an open public meeting on September 8, 2004, approved Resolution 04-52, Amending the Real Estate Property Acquisition and Relocation Policies, Procedures and Guidelines and Delegating Authority Regarding Property Acquisition; and
WHEREAS, the Board, at an open public meeting on May 4, 2005, approved Resolution 05-15, amending Resolution 03-59 and Resolution 04-27, to extend the maturity of the Note to August 31, 2006; and
WHEREAS, on June 20, 2005, at an open public meeting, staff presented to the Seattle Monorail Project Board of Directors (the “Board”) a recommended Design-Build-Equip Contract, an Operate and Maintain Contract (collectively, the “Negotiated Agreements”), and a proposed Finance Plan for its review; and
WHEREAS, the Finance Committee, at an open public meeting on June 30, 2005, indicated that it would not approve the staff-proposed Finance Plan; and
WHEREAS, the Chair of the Board and the Executive Director resigned on July 4, 2005; and
WHEREAS, the Board, at an open public meeting on July 6, 2005, appointed Tom Horkan, Director of Design and Construction to serve as Acting Interim Executive Director; and
WHEREAS, the Board, at an open public meeting on July 20, 2005, approved Resolution 05-22, Adopting a Monorail Action Plan (the “Action Plan”) to guide the Board’s actions as it determines the best path for the Seattle Monorail Project; and
WHEREAS, the Action Plan required an analysis and review of all options, including re-working the Finance Plan and/or scope for the Negotiated Agreements, re-opening the procurement process, and submitting a ballot measure to the voters; and
WHEREAS, the Board selected an Independent Financial Policy Analyst, Kevin Phelps, to review and report on the Finance Plan and the MVET growth revenue projections; and
WHEREAS, the Board hired three independent outside experts as Technical Peer Reviewers to review the contracting strategy and the staff recommended Negotiated Agreements; and
WHEREAS, the Board at an open public meeting on August 17, 2005, adopted Resolution 05-25, selecting John Haley as Interim Executive Director, following a nationwide search, and authorized a contract with Booz Allen Hamilton for his services; and
WHEREAS, the Board, at an open public meeting on August 17, 2005, approved Resolution 05-26, Regarding Board Schedule and Process for Monorail Action Plan, for working thoroughly and expeditiously through the Monorail Action Plan; and
WHEREAS, the Seattle Monorail Project hired Frasca and Associates to assist in the development of a new Finance Plan; and
WHEREAS, on September 7, 2005, at an open public meeting, the Board’s Independent Financial Policy Analyst, Kevin Phelps, presented his recommendations to the Board for an improved borrowing strategy that would lead to an acceptable, reasonable finance plan; and
WHEREAS, on September 7, 2005, at an open public meeting, the independent Technical Peer Reviewers reported their findings to the Board, indicating that the design-build contracting strategy was an appropriate strategy, that the terms and conditions of the Design Build Equip Contract are appropriate, and made additional recommendations to reduce risk, reduce costs, and improve the overall system; and
WHEREAS, on September 8, 2005, the Acting Board Chair, Kristina Hill, signed Directive 05-07 clarifying that the Deputy Director and specified other Directors had the power to act in the absence of the Interim Executive Director as well as to take certain actions (such as termination of personnel, actions relating to contracts, and signing of invoices) that were excluded from the scope of services for the Interim Executive Director; and
WHEREAS, the Board, at an open public meeting on September 23, 2005, approved Resolution 05-36A, Submitting Proposition 1 to Seattle voters; and
WHEREAS, on October 17, 2005, at an open public meeting, Kevin Scott of Frasca and Associates, presented a recommended new Finance Plan to fund the initial phase of the Green Line from Dravus Station in Interbay to Alaska Junction Station in West Seattle; and
WHEREAS, the Board, at an open public meeting on October 24, 2005, approved Resolution 05-38, Adopting a Finance Plan for the Initial Phase of the Green Line; and
WHEREAS, Resolution 05-36A provided that in the event voters did not approve Proposition 1, “the Board shall terminate [the Seattle Monorail Project] as quickly as practicable, consistent with maximizing the realized value of SMP assets and efficiently discharging all obligations of [the Seattle Monorail Project]”; and
WHEREAS, on November 8, 2005, Seattle voters rejected Proposition 1; and
WHEREAS, the Interim Executive Director has indicated his desire not to remain in that capacity if the Green Line Project is not going forward; and
WHEREAS, the Board wishes to respect the preferences of the Interim Executive Director; and
WHEREAS, the Board, in order to terminate the Seattle Monorail Project as quickly and as efficiently as practicable, wishes to reject the proposed Negotiated Agreements and to cancel the Request for Proposals to design, build, operate, and maintain the Green Line;
WHEREAS, Cascadia is entitled to receive payment for its work product, pursuant to the terms and conditions of the Payment for Work Product Agreement signed on April 21, 2004, as confirmed on November 8, 2004 and February 10, 2005; and
WHEREAS, the Board, consistent with its fiduciary duties, authorizes staff to take the steps necessary to terminate the Seattle Monorail Project as quickly as practicable.
NOW, THEREFORE, BE IT RESOLVED:
That the Board hereby finds,
determines and declares that:
? The Negotiated Agreements are rejected and of no further force or effect;
? The Request for Proposals to Design-Build-Operate-Maintain the Green Line is
canceled;
? The Real Estate Property Acquisition and Relocation Policies, Procedures and
Guidelines and Delegating Authority Regarding Property Acquisition, which were
developed with the intention of constructing the Green Line, are hereby repealed
with regard to any new claims for expenses incurred after November 9, 2005;
? All contracts, pursuant to their terms and conditions, that are determined by
staff to be unnecessary in light of the termination and orderly dissolution of
the Seattle Monorail Project are hereby terminated; and
? The contract with Booz Allen Hamilton, previously approved in Resolution
05-25, is terminated November 16, 2005 pursuant to its terms and conditions.
FURTHER RESOLVED: That the Board
authorizes appropriate staff, consistent with the prior actions of this Board as
set forth in the preambles hereto and Directive 05-07, to take the steps
necessary to terminate the Seattle Monorail Project as quickly as practicable,
including but not
limited to:
? Immediately taking steps to reduce staff to only those levels needed to
terminate the Seattle Monorail Project and implementing measures to reduce
staffing generally consistent with past Seattle Monorail Project practices;
? Liquidating Seattle Monorail Project assets as quickly as practicable
consistent with maximizing the realized value of those assets, engaging services
necessary to support such actions, and providing a plan to the Board for the
rapid disposition of real property, provided that the Board reserves to itself
the final authority to approve all real property dispositions;
? Discharging all debts and liabilities of the Seattle Monorail Project; and
? Such other actions needed that are consistent with the termination and orderly
dissolution of the Seattle Monorail Project;
? Initiate contact with appropriate representatives of other government entities
with an interest in transportation issues, including the State of Washington and
the City of Seattle, to discuss strategies related to the expeditious and
orderly dissolution of the Seattle Monorail Project and to assess options that
could involve the transfer of assets and liabilities of the Project to another
entity to speed the dissolution process
and maximize the value of work to date on transportation alternatives;
? Provide the Board with a proposed strategy, budget, and anticipated schedule
for the disposition of assets and winding-up of Seattle Monorail Project
affairs.
BOARD OF DIRECTORS,
SEATTLE POPULAR MONORAIL AUTHORITY
By _________________________________
Kristina Hill, Acting Chair
By _________________________________
Cindi Azevedo Laws, Secretary
Adopted by the vote of the majority of members of the Seattle Popular Monorail
Authority Board of
Directors present at an open public meeting of said Board on the 9th day of
November, 2005, at which
a quorum was present.
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