15THE CITY OF PLEASANT LIVING
To:
FROM:
DATE:
SUBJECT:
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
The Honorable Mayor & Members of the City Commission
Steven Alexander, City Manager
Agenda Item No.: 15 July 7,2015
AN ORDINANCE AMENDING THE CITY OF SOUTH MIAMI CODE OF ORDINANCES,
CHAPTER 2 TITLED "ADMINISTRATION AND CITY GOVERNMENT", ARTICLE VI,
SECTIONS SECS. 2-81-2-90, TITLED -"RESERVED" TO CREATE SECTION 2-81
PUBLIC PRIVATE PARTNERSHIP AND ESTABLISH APPROPRIATE POLICIES AND
PROCEDURES AND TO RESERVE SECS. 2-82-2-90; AUTHORIZING THE ADOPTION
OF GUIDELINES.
BACKGROUND: The Mayor and City Commission requested the City Manager to draft
public private partnership guidelines and amend Chapter 2 of the
Code of Ordinances to provide standards and to create procedures
enabling the City with the option to enter into public private
partnership agreement that may be held in the City's best interests.
A public-private partnership is a contractual agreement between a
public agency and a private sector person or entity organized for the
purpose of timely delivering services or facilities in a cost-effective
manner that might not otherwise be possible using traditional sources
of public procurement. Through this contractual agreement, the
assets and professional skills of each sector (public and private) are
shared and leveraged to deliver a service or facility to be used by the
general public.
These proposed Guidelines have been extensively vetted by the City's
expert legal team specializing in public-private partnerships with the
intent of protecting the City and enabling a fair and competitive
process. Additionally, they have been vetted in the private
development sector to ensure their viability as efficient and functional
in scope.
Recommendation: Staff recommends passage of the attached Ordinance and Guidelines
to enable the City with a vetted process by which to evaluate potential
public-private partnerships.
Attachments: Guidelines
ORDINANCE NO. ______ _
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3 An Ordinance amending the City of South Miami Code of Ordinances,
4 Chapter 2 titled "Administration and City Government", Article VI, Sections
5 Sees. 2-81-2-90, titled -"Reserved" to create Section 2-81 Public Private
6 Partnership and establish appropriate policies and procedures and to reserve
7 Sees. 2-82-2-90; Authorizing the adoption of Guidelines.
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10 WHEREAS, the City desires to amend Chapter 2 of the Code of Ordinances to
II provide for standards and to create procedures to authorize the use for public private
12 partnership as a procurement method and procedure to enable the City to enter into public
13 private partnership agreements that may be deemed in the City's best interests; and
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15 WHEREAS, the City desires to authorize the adoption of administrative
16 Guidelines and to provide the City Manager with the authority to revise the Guidelines
17 herein approved by the City Commission to enable the flexibility of submission, review,
18 and evaluation of public-private partnership proposals; and
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20 WHEREAS, the City Commission desires to create an initial set of Guidelines
21 for public private partnerships;
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23 NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY
24 COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA:
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26 Section 1. Chapter 2 titled "Administration and City Government", Article VI,
27 Sections 2-81-2-90, titled -"Reserved", of the Code of Ordinances, City of South
28 Miami, Florida, are hereby amended and shall read as follows:
29
30 2-81 PUBLIC PRIVATE PARTNERSHIP
31 2-81.1 INTRODUCTION, POLICY AND INTENT
32 A. A public-private partnership is a contractual agreement between a public
33 agency (federal, state or local) and a private sector person or entity organized for the
34 purpose of timely delivering services or facilities in a cost-effective manner that might
35 not otherwise be possible using traditional sources of public procurement. Through this
36 contractual agreement, the assets and professional skills of each sector (public and
37 private) are shared and leveraged to deliver a service or facility to be used by the general
38 public. Each sector shares in the potential risks of the timely and efficient delivery and
39 operations of the service or facility. To be considered under the City of South Miami's
40 PubliclPrivate Partnership Program (hereinafter "P3 Program"), all parties must comply
41 with this Section and any adopted Guidelines for P3 Applications and Evaluation Process
42 (hereinafter "Guidelines").
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2 B. The P3 Program is intended to create a process to guide the City's
3 evaluation of potentially competing proposals from the private sector that offer solutions,
4 private financing, innovations and efficiencies in support of a proposed project, allocate
5 risk amongst the City and the private entity, and benefit the public.
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7 C. The procurement of a public private partnership ("P3") agreement in
8 accordance with this Section may be used by the City as an alternative to other
9 procurement methods permitted by Florida law or this Code of Ordinances.
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11 D. The City Manager is hereby authorized to adopt Guidelines that are not
12 inconsistent with this Section and as may be necessary to further implement this Section.
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2-81.2 PROPOSALS
A.
B.
SOLICITED PROPOSALS
(1)
(2)
(3)
The City may advertise for competitive proposals for a P3
project. The terms, evaluation criteria and selection process
shall be outlined in the solicitation which may be made by a
request for proposals, invitation to negotiate or other method as
deemed appropriate by the City Manager and hereinafter
referred to as a "Solicitation".
Responses to a Solicitation shall comply with all requirements
of the soliciting document(s) and shall comply with any
applicable laws, statutes, rules, regulations, adopted Guidelines,
and ordinances pertaining thereto.
All Responses to a Solicitation for a P3 project shall be
evaluated by the City as set forth in its Guidelines. Final award
decisions for P3 projects initiated by a Solicitation shall be
made by the City Commission, and as determined to be in the
best interests of the City.
UNSOLICITED PROPOSALS
(1) The City may publicize its needs and encourage interested
parties to submit unsolicited proposals subject to the terms and
conditions of the P3 Program. If any proposals are received
without issuance of a Solicitation, the proposals may be treated
as an unsolicited proposal and may be evaluated through the
City's approved P3 Program, and as prescribed in its Guidelines.
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(2)
(3)
(4)
(5)
(6)
Contemporaneously with the submission of an unsolicited
proposal, the Proposer shall pay an initial unsolicited proposal
application fee to the City in the amount of Ten Thousand
Dollars ($10,000.00), or such other amount as the Guidelines
may prescribe, to cover the costs of processing, reviewing and
evaluating the proposal, including the fees and costs for private
consultants to assist in the evaluation. The initial unsolicited
proposal application fee is non-refundable. The City shall
reqUlre additional fees from the Proposer if the initial
unsolicited proposal application fee is insufficient to pay for the
City's evaluation costs.
If the City determines that it is interested in further considering
any unsolicited proposal, it shall publish a Notice of Receipt of
same and invite competing bids during a competitive bidding
period. The publication shall be accomplished in a marmer that
encourages competition to provide Private Entities interested in
submitting alternative and perhaps competing proposals to
provide a reasonable opportunity to submit a bid.
Bidders submitting competitive bids in response to the Notice of
Receipt shall comply with the requirements specified in the
notice and pay a bid application fee as specified in the notice or
the Guidelines. The amount of the application fee shall be
determined by the City Manager, on a case by case basis, and be
reasonably calculated to cover the costs to be incurred by the
City. The initial Proposer(s) shall also submit a bid in response
to the notice providing such further details about the unsolicited
proposal as may be required by the notice. The initial
Proposer(s) shall receive a credit against the bid application fee
for its initial unsolicited proposal application fee.
Bidders shall comply with all requirements of the Notice of
Receipt as well as with any applicable laws, statutes, rules,
regulations, adopted Guidelines, and ordinances pertaining
thereto.
All unsolicited proposals and bids for a P3 project shall be
evaluated by the City as set forth in its Guidelines. Final award
decisions for P3 projects shall be made by the City Commission,
and as determined to be in the best interests of the City.
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2-82--2-90 -"Reserved"
3 Section 2. The Guidelines attached hereto are hereby approved by the City
4 Commission and may be amended by the City Manager from time to time as necessary,
5 to respond to the various needs and demands of the City's interests in public private
6 partnerships.
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8 Section 3. Codification. The provisions of this ordinance shall become and be made
9 part of the Code of Ordinances of the City of South Miami as amended.
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11 Section 4. Severability. If any section, clause, sentence, or phrase of this ordinance
12 is for any reason held invalid or unconstitutional by a court of competent jurisdiction, this
13 holding shall not affect the validity of the remaining portions of this ordinance or the
14 Guidelines adopted hereunder.
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16 Section 5. Ordinances in Conflict. All ordinances or parts of ordinances and all
17 sections and parts of sections of ordinances in direct conflict herewith are hereby
18 repealed.
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20 Section 6.
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Effective Date. This ordinance shall become effective upon enactment.
24 PASSED AND ENACTED this __ day of _____ , 20_
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26 ATTEST:
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CITY CLERK
I st Reading
2nd Reading
READ AND APPROVED AS TO FORM:
LANGUAGE, LEGALITY AND
EXECUTION THEREOF
CITY ATTORNEY
43 ACTIVE: 724975U
Page 4 of 4
APPROVED:
MAYOR
COMMISSION VOTE:
Mayor Stoddard:
Vice Mayor Harris:
Commissioner Liebman:
Commissioner Edmond:
Commissioner Welsh:
GUIDELINES FOR PUBLICIPRIVATE PARTNERSHIPS,
SOLICITED AND UNSOLICITED PROPOSALS AND EVALUATION PROCESS
I. INTRODUCTION, POLICY AND INTENT
The City of South Miami, Florida encourages redevelopment of underdeveloped and
underutilized properties through pubic/private partnerships (hereinafter "P3 ") where appropriate.
The City recognizes properly structured P3s share risk and expense amongst public and private
partners; encourage efficiencies and innovation in design, construction, operations and
maintenance; and maximize funding and cash flow initiatives.
A public-private partnership is a contractual agreement between a public agency (federal,
state or local) and a private sector person or entity organized for the purpose of timely delivering
services or facilities in a cost-effective manner that might not otherwise be possible using
traditional sources of public procurement. Through this contractual agreement, the assets and
professional skills of each sector (public and private) are shared and leveraged to deliver a
service or facility to be used by the general public. Each sector shares in the potential risks of
the timely and efficient delivery and operations of the service or facility. To be considered under
the City of South Miami's PubliclPrivate Partnership Program, all parties must comply with the
following Guidelines for P3 Applications and Evaluation Process (hereinafter "Guidelines")
II. DEFINITIONS
Unless otherwise specified, whenever the following terms are used in these Guidelines,
they have the meanings set forth below:
"Bid" means a response to a solicitation for proposals, for qualifications, for bids or a
response to a Notice of Receipt by the City of South Miami of an unsolicited proposal, and for
the purposes of these guidelines is also synonymous with the word "proposal".
"Bidder" means the person who responds to a Notice of Receipt of an unsolicited
proposal.
"Certify" means to attest, under penalty of perjury, that the information being certified is
true and correct.
"City" means the City of South Miami, Florida, which may act through its City
Commission or City Manager, as the context and applicable law permits.
"Comprehensive Agreement" means the agreement between the Contracting Person
and the City that is required before the development or operation of a Proposed Project.
"Commission" shall mean the City of South Miami City Commission.
"Contracting Person" means an individual person, corporation, general partnership,
limited liability company, limited partnership, joint venture, business trust, public benefit
corporation, nonprofit entity, or other business entity that enters into a Comprehensive or Interim
Agreement with the City.
"Detailed Proposal" means a proposal for a Proposed Project after the Initial Stage
review, that defmes and establishes more specific proposed terms related to costs, payment
schedules, financing, deliverables, design, plans for operations and maintenance, and project
schedule, among other factors.
"Detailed Stage" means the phase of Proposed Project evaluation where the City has
completed the Initial Stage, but has requested additional information regarding proposals for a
Proposed Projects.
"Develop" or "Development" means to plan, design, develop, finance, lease, acquire,
install, construct, operate, maintain, and/or expand a facility for public use or benefit.
"Fee" means a rate, fee, or other charge associated with the use of a Proposed Project, as
defined by a Comprehensive Agreement.
"Initial Proposal" means an unsolicited proposal for a Proposed Project accepted for
consideration and evaluation by the City.
"Initial Stage" means the initial phase of Proposed Project evaluation when the City
assesses whether a Proposed Project serves a public purpose and appears to meet the minimum
criteria for a Proposed Project or certain goals of the City and the City reviews and evaluates
proposals received from the private sector for pursuing a Proposed Project as a P3.
"Interim Agreement" means an agreement, before or in connection with the negotiation
of a Comprehensive Agreement, between the City and a Contracting Person whereby the
Contracting Person may be authorized by the City to conduct due diligence or further studies or
investigations related to the Proposed Proj ect which may include, but not be limited to, proj ect
planning and development, design, engineering, environmental analysis and mitigation,
surveying, financial and revenue analysis, ascertaining the availability of financing, or any other
aspect of the Proposed Project. The rights of the Contracting Person and the City will be
governed by the terms of the Interim Agreement, which must be in writing. No purported
Interim Agreement or terms relating thereto shall be effective, binding or valid until approved by
the City and signed in writing.
"Lease Payment" means any form of payment, including a land lease, by a
governmental or private entity to the Contracting Person and/or the City for the use of a
Proposed Proj ect.
"Lifecycle Cost Analysis" means an analysis calculating the cost of an asset over its
entire life span, including the cost of planning, constructing, operating, maintaining, and
replacing the asset, estimates of sufficient capital improvement reserves, and, when applicable,
salvaging the asset. The analysis must compare the proposed life cycle cost of the Proposed
Project to what the project would likely cost the City if a standard, non-P3 delivery method was
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used. The Comprehensive Agreement must identifY if there is no cost to the City of an asset
projected for the City.
"Notice of Receipt" shall mean, at a minimum, the notice that the City shall publish to
advise the general public that the City has received an unsolicited proposal and to solicit Bids
for the same type of proj ect or concept that is reflected in the unsolicited proposal.
"Operate" means to operate a Proposed Project.
"Public-Private Partnership Program" or "P3 Program" means the City of South
Miami's public-private partnership program implemented in accordance with these Guidelines.
"Private Entity" means any individual person, corporation, general partnership, limited
liability company, limited partnership, joint venture, business trust, public benefit corporation,
nonprofit entity, or other business entity. A private entity includes a "Proposer" that submits an
unsolicited proposal or a "Respondent" that submits a proposal in response to a Solicitation.
"Private Entity" also means each individual entity participating in or comprising a Proposer's or
Respondent's team.
"Proposer" means a Private Entity that submits or is considering submitting an
unsolicited proposal. "Proposer" is the Private Entity with whom the City is expected to contract
for a Proposed Project. If the Private Entity has not yet been formed, then "Proposer" shall mean
all entities collectively who are known and intend at that time to participate on the Proposer's
team.
"Proposed Project(s)" means:
1. A facility or project fulfilling a public purpose or goal, including, but not limited to,
any mass transit facility, vehicle parking facility, rail facility or project, fuel supply facility,
medical or nursing care facility, recreational facility, sporting or cultural facility, public library,
power generation facility, waste treatment facility, educational facility, civic facility or other
building or facility that is used or will be used by a public educational institution, or any other
public facility or infrastructure that is used or will be used by the public at large or in support of
an accepted public purpose or activity;
2. An improvement, including equipment, of a building that will be principally used by a
public entity or the public at large or that supports a service delivery system in the public sector;
3. A water, wastewater, or surface water management facility or other related
infrastructure; or
4. Any other project the City designates as a Proposed Project.
Notwithstanding anything herein to the contrary, a Proposed Project may also include, in
addition to the public facility or project, residential, retail, commercial, hospitality or other
private, revenue generating facilities and uses as appropriate and necessary to achieve the
public purposes intended for the Proposed Project on a cost model acceptable to the City.
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"Respondent" means a Private Entity that submits a proposal m response to a
Solicitation.
"Revenue" means all revenue, income, earnings, Fees, Lease Payments, and/or other
payments supporting the development or operation of a Proposed Project, including money
received as a grant or otherwise from the federal government, a governmental entity, or any
agency or instnunentality of the federal government or governmental entity in aid of the
Proposed Project.
"Solicitation" means a written request for services issued by the City soliciting
responses for a P3 project, including, but not limited to, business plans, expressions of interest,
ideas, offers, proposals, qualifications, or any combination thereof.
III. UNSOLICITED PROPOSALS
A. General
The City may publicize its needs and encourage interested parties to submit unsolicited
proposals subject to the terms and conditions of the P3 Program. If any proposals are received
without issuance of a Solicitation, the proposals may be treated as an unsolicited proposal and
may be evaluated through the City's approved P3 Program.
The P3 Program is intended to create a process to guide the City's evaluation of
potentially competing proposals from the private sector that offer solutions, private financing,
innovations and efficiencies in support of the Proposed Project, allocate risk amongst the City
and the Private Entity, and benefit the public.
B. Content of Unsolicited Proposals
1. General
A Proposer submitting an unsolicited proposal requesting approval of a Proposed Project
as a P3 project shall specifically identify all facilities, buildings, infrastructure and improvements
included in the proposal. Although the City may have identified Development Opportunities,
they are not exclusive and Private Entities are encouraged to submit proposals they believe are
consistent with the City's goals.
Private Entities are urged to include in their proposal innovative fmancing methods,
including the imposition of Fees or other forms of payments in lieu of or in addition to payments
from the City. The P3 Program is a flexible development tool allowing for the use of innovative
financing techniques. Additionally, the Proposer can structure its role on the Proposed Project in
a variety of ways, from designing the facility to undertaking its financing, construction,
operation, maintenance, and management. Depending on the circumstances of the Proposed
Project, the Proposer is encouraged to consider different types of public-private partnership
structures to the extent appropriate for the project at issue and as allowed by law.
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2. Summary of Content Requirements
Unsolicited proposals should be prepared simply and economically. They shall provide a
concise description of the Proposer's qualifications and capabilities to complete the Proposed
Project and the benefits to be derived by the City from the Proposed Project. As described in
more detail below, proposals must include:
(a) a description ofthe Proposed Project,
(b) a description of the method by which the Proposer plans to secure any necessary
property interests required for the Proposed Project,
(c) a description of the Proposer's general plans for financing the Proposed Proj ect, i
(d) the name and address of the Proposers and the name of the project leader who may be
contacted for additional information concerning the proposal,
(e) the sources of proposed Fees, Lease Payments, or other payments, the Proposer is
anticipating, and
(f) additional supplemental material or information that the City reasonably requests.
3. Format
a. General
Unsolicited proposals shall be submitted in the following format:
1. Pages shall be numbered and organized by paginated table of contents
corresponding to the tabbed sections identified below.
2. The subrnittal shall be divided into tabbed sections as follows:
TAB 1: Executive Summary
TAB 2: All Private Entities associated with the Proposal
TAB 3: Qualifications, Experience and Financial Capacity
TAB 4: Proposal
TAB 5: Project Analysis
TAB 6: Community Impact
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TAB 7: Miscellaneous
TAB 8: Addenda
3. The contents shall be printed on 3-hole punched 8Yz" x 11" paper (except
AlE drawings and renderings).
4. Drawings and renderings shall be printed no larger than 36" x 54".
5. Supplemental materials in alternate formats may be allowed to describe the
proposal in more detail.
6. All submissions shall be addressed to: City Clerk, City of South Miami,
6130 Sunset Dr., South Miami, Florida 33143, in a sealed envelope
marked as follows:
Property ID (common name, address and folio
numbers)
Proposer's Name
Mailing Address
Proposal Date
All submittals shall be in the format requested by this Section unless a waiver of any particular
requirement or requirements is agreed to by the City.
h. TAB 1 -Executive Summary
Provide a cover letter, signed by an authorized representative of the Proposer, including
the information detailed below:
i. Identify the nature of the Proposed Proj ect and the public benefit to be gained
thereby.
ii. Identify all Private Entities who will be directly involved in the Proposed
Project by name, scope of services they will be providing to the project,
address, email address, and telephone number;
iii. Identify the principal(s) of each Private Entity who will be directly involved in
the Proposed Project, including their title, mailing address, phone number, and
email address;
iv. Identify the person( s) in charge of negotiations with the City and decision
making on behalf of the Proposer; and
v. Identify any persons comprising the Proposer who may be disqualified from
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participation in any transaction arising from or in connection to the Proposed
Project and the reasons therefor.
c. TAB 2 -All Private Entities on the Proposer Team
Provide a list of all Private Entities the Proposer intends to use as consultants,
including legal counsel, marketing and public relations firms, real estate brokers,
property management firms, property utilization analysts, public fmance analysts, and
government relations consultants and, for each one, include their company name,
name of primary contact, title, address, telephone, and email address.
d. TAB 3 -Qualifications, Experience and Financial Capacity
The Proposer must provide, as to each Private Entity and consultant participating on
the Proposer, a statement of qualifications; and experience in projects of similar
complexity, scope and scale to the Proposed Project. The unsolicited proposal must
also describe, as to each Private Entity participating on the Proposer team, relevant
experience with respect to other public-private partnership projects of any type.
e. TAB 4 -Proposal
The Proposer must provide:
i. An overview of the Proposed Project.
ii. Design concept renderings and a concept site plan and elevations that
collectively illustrate the location, size, and context of the Proposed Project.
iii. Summarize the preliminary programming of facilities, including, if any, the
mix of uses, square footage( s), total parking spaces, parking allocations
(specify if they are shared or exclusive), and types of parking (e.g. structured
or surface).
iv. Identify any known or suspected synergies and incompatibilities between the
Proposed Project and any other existing, plarmed or contemplated public
facility within the City or any neighboring city or affected jurisdiction and the
marmer in which the Proposer anticipates addressing same.
v. Identify any additional terms or conditions to be included as part of the
negotiation process.
f. TAB 5 -Project Analysis
This section of the unsolicited proposal should state the financial business aspects of
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the Proposed Project and should generally summarize why the unsolicited proposal
offers the City value for money over the Proposed Project's life cycle as opposed to
procuring the project using more traditional procurement methods, including the City
funding the project itself.
g. TAB 6 -Community Impact
i. Identify all anticipated community benefits.
ii. Identify all known stakeholders for the Proposed Project.
iii. Discuss the Proposed Project's compatibility with existing and planned
facilities.
h. TAB 7 -Miscellaneous
Use this Section to present additional information supporting the proposaL
i. TAB 8 -Addenda
Use this Section to present details of any item cited or referenced in the proposal.
C. Flexibility in Structure
The City encourages creativity and flexibility in the structure of a Proposed Project where
appropriate. By way of example, where appropriate and available, the City may contribute off-
site parcels of real property to a Contracting Person in exchange for the Contracting Person to
design, construct, [mance, operate and maintain a Proposed Project. In such an event, the value
of the Contracting Person's services to the Proposed Project must be equal to or greater than the
fair market value of the real property interest they seek to obtain. The City will exercise full and
proper due diligence in the evaluation and selection of Proposed Projects, including those
utilizing creative or flexible structures.
D. Request for Clarifications
The City may request in wntmg, clarifications to any submission, including unsolicited
proposals, which shall be promptly provided by the Proposer.
E. Application Fee
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Contemporaneously with the submission of an unsolicited proposal, the Proposer shall pay an
application fee to the City in the amount of Ten Thousand Dollars ($10,000.00) to cover the
costs of processing, reviewing and evaluating the proposal, including the fees and costs for
private consultants to assist in the evaluation. The application fee is non-refundable. The City
may require additional fees from the Proposer if a supplemental payment is required due to
extraordinary costs associated with the City's evaluation.
F. Process for Submission and Evaluation
The City shall not be liable for any costs incurred by the Private Entities in preparing, submitting
or presenting an unsolicited proposal.
All unsolicited proposals must be organized in the manner outlined in these Guidelines and
submitted with the applicable application fee defined herein. No page limitation is imposed, but
brevity is appreciated. All proposals shall be submitted as one original, thirteen copies and one
electronic copy (searchable PDF format on CD). The original copy containing original
signatures shall be marked ORIGINAL on the cover letter.
Proposers may assert that some trade secrets, financial records, and proprietary or other
confidential information in their unsolicited proposal are confidential information that they claim
to be exempt from disclosure under applicable Florida public records laws. Such information
may be included in the unsolicited proposal, but submitted in a separate, sealed binder,
designated on the cover as CONFIDENTIAL MATERIALS. Include a cover letter listing all
material designated as confidential and clearly mark each page of any material believed to be a
trade secret or confidential or proprietary information in all capital letters and bold font as
CONFIDENTIAL. If any person or entity requests the City to produce or disclose any of said
purported confidential information, the City will advise the Proposer and afford the Proposer an
opportunity to protect its assertion that said confidential information is exempt from all
applicable Florida public records laws. If Proposer fails to timely produce the documents and/or
fails to timely seek a protective order, and/or is unsuccessful in obtaining a protective order, the
City will produce the requested confidential information. The City shall not actively contest any
request to disclose such alleged confidential information and the City cannot guarantee
confidential information may not be disclosed should it be determined not to be confidential
under applicable Florida public records laws. The Proposer shall indemnifY the City for any
damages and costs the City may incur due to the Proposer's claim that its documents are
confidential. The City can only agree to advise the Proposer of such request and give the
Proposer an opportunity, at Proposer's sole and exclusive cost, to defend the request for
disclosure of confidential information in a Court of competent jurisdiction or other applicable
forum.
Only unsolicited proposals apparently complying with these Guidelines and containing
information sufficient for meaningful evaluation will be considered. Within thirty days of
receiving an unsolicited proposal, the City will preliminarily review it to determine whether to
accept and recommend it for Initial Stage evaluation. After the City's Initial Stage evaluation, if
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the City wishes to continue considering the unsolicited proposal, it may, at its sole and exclusive
option, either advertise its receipt of the unsolicited proposal ("Notice of Receipt") and solicit
other proposals or fIrst conduct a Detailed Stage evaluation of the unsolicited proposal before
advertising for alternative and perhaps competitive bids.
Under either scenario, once the City decides to advertise for alternative and perhaps competitive
bids, the manner and timing for said advertisement and competitive bidding process shall be in
accordance with section IV of these Guidelines. At the conclusion of the competitive bidding
period, the City will commence Initial Stage evaluation of any competing proposals timely
submitted. Upon completion of Initial Stage evaluation of the proposal(s), the City may identify
a short list of proposerslbidders with whom to continue the process. That process may require
submission of a Detailed Proposal from the competitive proposerslbidders and, if not already
required from the unsolicited Proposer, a Detailed Proposal may be required from them as well.
At that point, the City may commence a Detailed Stage evaluation in accordance with Section V
of these Guidelines.
IV. COMPETITIVE BIDDING
If the City determines they are interested in further considering any unsolicited proposal, they
shall publish public a Notice of Receipt of same and invite competing bids during a competitive
bidding period. Said period shall be not less than twenty-one days and shall be of a duration the
City shall specify in its sole and exclusive option, typically 120 days. The public Notice of
Receipt shall minimally state the City has received an unsolicited proposal and will accept bids
for the same type of project or concept. If more than one unsolicited proposal is received for the
same or similar project or concept, only one public notice shall be required for the Proposed
Project. At the City's sole and exclusive option, the public notice may provide more details to be
required in responses thereto. The notice shall be posted on the City's website, published in the
Florida Administrative Register and a newspaper of general circulation at least once a week for
two weeks, and advertised in any other manner considered appropriate by the City to encourage
competition and provide maximum notice to Private Entities interested in submitting alternative
and perhaps competing proposals. A copy of the notice will also be mailed to each local
government reasonably identifIed as one who may be impacted by the Proposed Project.
. Bidders submitting competitive bids in response to the notice shall comply with any other
requirements specifIed in the notice and pay a bid application fee of $20,000. The initial
Proposer(s) shall also submit a bid in response to the notice providing such further details about
the unsolicited proposal as may be required by the notice. The initial Proposer shall receive a
credit for its initial unsolicited proposal application fee and shall thus only be required to pay an
additional $10,000 to submit its bid.
After the public notifIcation and bidding period has expired, the City may determine:
a. Not to proceed further with any proposal/bids;
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b. To proceed to the Detailed Stage of review with one of the original unsolicited
proposals only and reject any other unsolicited proposals and competitive bids
received by the City;
c. To proceed to the Detailed Stage with a competing bid only and reject the unsolicited
proposal( s) and other competitive bids; or
d. To proceed to the Detailed Stage with any or all of the initial unsolicited proposal(s)
and any or all of the competitive bids. In this event, the City shall rank the proposals
and bids received in order of preference. In ranking the proposals/bids, the City may
consider factors that include, but are not limited to, professional qualifications,
general business terms, innovative design techniques or cost-reduction terms, and
fmance plans and any other factor determined by the City. Part of the ranking
process, at the City's discretion, may require submission of a Detailed Proposal for
evaluation by the City from every proposer and bidder whose proposals/bids the City
may consider. The Detailed Proposals shall supplement the Initial Proposal and
initial bid. Detailed Proposals shall comply with the requirements of Section V of
these Guidelines.
Before awarding a Comprehensive Agreement, the City shall hold a public hearing on the
proposal to be awarded. The City may also make available to the public any proposed
Comprehensive Agreement before accepting same by posting the same on the City'S website or
by any other manner considered appropriate by the City to provide appropriate notice to the
public.
V. DETAILED STAGE EVALUATION AND INTERVIEWS WITH BIDDERS
Some Proposed Projects may require more details from prospective bidders or Proposers and
more evaluation by the City. On those projects, the City may request a Detailed Stage
Evaluation before awarding a contract. On projects for which the City has enough information
from bidders/proposers in the Initial Proposal/Bid, the City may waive the Detailed Stage
evaluation.
If the City requests a Detailed Stage evaluation, then the City may require the Proposer or bidder
to provide any or all of the following information as part of a Detailed Proposal depending upon
the Proposed Project's requirements or the information received thus far by the City in Initial
Proposals or responses to Solicitations or Bids or other information as requested by the City:
1. A Lifecycle Cost Analysis specifying methodology and assumptions supporting
same and the proposed start date of construction; anticipated roles of all parties; the
source and amount of all equity, debt, and other financing mechanisms funding the
design, construction, operations and maintenance of the Proposed Project; and a
schedule of anticipated revenues and costs during proj ect operations and the manner
in which said costs would be funded and revenues distributed. The Lifecycle Cost
Analysis shall include a detailed analysis of the projected rate and amount of return,
expected useful life of the facility, and estimated annual operating and maintenance
expenses.
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2. Detailed analysis of the financial feasibility of the Proposed Project, including
its impact on similar facilities operated or planned by the City or neighboring
jurisdictions and include a detailed description of any financing plan for the project,
comparing that plan with financing alternatives available to the City, and all
underlying data and assumptions supporting any conclusions reached in the analysis
of the financing plan proposed for the Proposed Project. The analysis shall also
include any feasibility studies that support assumptions about project usage, revenue
and costs.
3. For each Private Entity participating on the Proposer team, provide a statement
listing all prior projects and clients' names and contact information for the past five
years. If any Private Entity has worked on more than ten projects during this period,
it may limit its prior project list to ten most relevant projects, but shall include first,
all projects similar in scope and size to the Proposed Project; second, all other
public/private partnerships and, finally, as many of its other most recent projects as
possible. For each project identified, provide at least the following information:
o. Client and Project Identification:
i. Client's name, project name and project location;
ii. Primary contact name, address, telephone and fax numbers, and e-mail
address of the client;
iii. The role of the Private Entity in the project; and
iv. Project description, including year completed, type, size, unit mix and
major tenants and their percentage of space plan allocation.
b. Identify the cumulative dollar amount of the Private Entity's involvement and
type of involvement, including changes, and a brief explanation of the
financial structure used to [mance the project; and
c. Describe the extent of public involvement in each of the public private
partnership projects.
The Detailed Proposal shall also identify the BidderlProposer's financial capacity to
develop and operate the Proposed Proj ect as proposed, by specifying the source and
amount of equity and debt capital the Proposer intends to access to deliver the
Proposed Project in a compliant and timely manner. Each Bid/proposal must state the
name of each identified investor and lender on the Proposed Project.
The BidderlProposer must identify its bonding capacity, insurance limits and any
factor impacting the ability to complete the Proposed Project in a timely and
professional manner;
4. Describe the plan for the design, construction, financing, operation and
maintenance of the Proposed Project, including the anticipated schedule of funds to
be paid to the Proposer during the project's life cycle and any anticipated
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performance-based conditions on said payments and the manner of measuring same.
5. Describe the type and amount of Fees, Lease Payments, and other payments
anticipated over the term of any applicable Interim or Comprehensive Agreement and
the methodology and circumstances for changes to same over time.
6. Identify all necessary permits and approvals to be obtained for the Proposed
Project and how long the Proposer anticipates it taking to secure same.
7. Identify the anticipated duration of design and construction, listing maj or
milestones for each phase and giving corresponding anticipated dates for same. Also
identify the anticipated duration during which the Bidder/Proposer will operate and
maintain the facility and the nature of project ownership at all stages of the project
from inception to expiration of the Comprehensive Agreement.
8. To the greatest extent possible, the Bidder/Proposer must describe the
operational and management plan for the Proposed Project; other circumstances that
will increase the viability of the Proposed Project; adjacent uses and emerging
projects that could impact the value or influence the use of the Proposed Project;
connections to public transportation; availability and existing capacity of public
infrastructure and required extensions or improvements; any assumptions the
Bidder/Proposer is making to support any of the representations contained in the
proposal and the source of information giving rise to each assumption; the means for
adding capacity to the Proposed Project; and the means for ensuring additional costs
or service disruptions will not be imposed on the public in the event of material
default or cancellation of any Comprehensive Agreement.
9. Identify the sources and amount of debt and equity to be used to capitalize the
Proposed Project and the relationships of the funding sources to the project (e.g.,
outside lender, parent company, institutional lender, private placement funding, etc.).
10. Identify the sources and anticipated amounts of working capital to cover
design, construction and operating costs and to adequately maintain the facility or
services from the start-up through completion of the project as defined by the
Proposal.
II. Identify any parcels of land that must be acquired for the Proposed Project, the
anticipated means for acquiring same and all projected costs, both hard and soft,
necessary to acquire same. Also specify the anticipated timing for acquisition.
12. Identify all assumptions underlying the proposal.
13. Indicate opportunities that exist for increasing cost savings beyond the initial
proposed financial plan.
14. Outline the financial penalties, if any, that would result should the
Bidder/Proposer fail to meet certain identified performance standards and milestones.
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15. Identify any work required from or otherwise to be performed by the City.
16. Identify any restrictions on the City's use of the Proposed Project.
17. Identify any federal, state or local resources or commitment the
Bidder/Proposer contemplates requesting for the Proposed Project.
18. Identify any special use ofteclmology or innovations and efficiencies in project
design, construction, operations and/or maintenance.
19. Identify all impacts on the City's debt burden.
20. State the estimated project cost to the City over the Proposed Project's life cycle.
21. Identify the ratio of debt to equity in the Proposer's financing plan and discuss
the stability and terms of loans and investments.
22. Proj ect the number and value of subcontracts generated for area subcontractors
and/or small or minority business enterprises.
23. Identify any anticipated adverse social, economic, environmental and
transportation impacts of the Proposed Project measured against the City's
comprehensive plan and any applicable ordinances. Specify the strategies or actions
to mitigate known adverse impacts of the Proposed Project. Indicate if necessary
environmental assessments have been completed.
24. Any information identified in the Initial Proposal that was deferred to the
Detailed Proposal or which the City has identified as needing further development or
assessment.
25. Design criteria anticipated for the Proposed Proj ect as may be requested by the
City, including, but not limited to, finishes for the structure and materials and details
of LEED compliance.
26. Additional material and information as the City deems appropriate.
Each bidder and/or initial Proposer invited to submit a Detailed Proposal and participate in the
Detailed Stage shall pay a Detailed Proposal application fee of $25,000.
The City reserves the right at all times to reject any or all bids/proposals at any time before
signing a Comprehensive Agreement for any reason and may decline to pursue the Proposed
Project. In the latter event, the City may accept new proposals for the Proposed Project should
the City choose to restart the process at a later date. Discussions between the City and Private
Entities about needed infrastructure, improvements, or services shall not limit the ability of the
City to later decide to use standard procurement procedures to meet its infrastructure needs,
whether the project will be a public/private partnership or not.
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VI. RESPONSES TO CITY SOLICITATIONS
Responses to Solicitations shall comply with all requirements of the soliciting document (Notice
of Receipt) and any applicable laws, statutes, rules, regulations and ordinances pertaining
thereto.
VII. INTERIM AND COMPREHENSIVE AGREEMENTS
A. General
Before entering into the negotiation of an Interim or Comprehensive Agreement, the City will
designate specific City staff and consultants to review and negotiate appropriate terms. The
terms to be negotiated shall include, but not be limited to, the scope, design, amenities, total cost,
and duration of the Proposed Project. Terms will also include the City's review, approval and
control of proj ect design and performance standards for construction, operations and
maintenance, for which compensation to the Proposer may be adjusted should the performance
standards not be met. Terms will also include the City's right to inspect construction, operations
and maintenance as well as the records relating to the cost of such operations; periodic fmancial
reporting by the Contracting Person of project financial performance; events of default and the
parties' rights and responsibilities in the event of same; fees, Lease Payments or service
payments to be paid under the agreement; and any other terms the City deems appropriate for the
Proposed Project. Timelines for the negotiation with the Proposer or bidder will be developed
consistent with the scope and timing of the Proposed Project.
Any Interim or Comprehensive Agreement shall define the rights and obligations of the City and
the Contracting Person with regard to the Proposed Proj ect. Prior to entering into a
Comprehensive Agreement, an Interim Agreement may be entered into that permits a
Bidder/Proposer or other Private Entity to perform activities, which may be compensable, related
to the Proposed Proj ect, usually in the nature of continued due diligence activities to inform the
ultimate decision maker about the project's feasibility. The Interim Agreement is a discretionary
step, not necessary in all cases, but available should the City determine more investigation or due
diligence is necessary about the Proposed Project before entering into a Comprehensive
Agreement. The City shall not be bound to enter into a Comprehensive Agreement merely
because it entered into an Interim Agreement. However, prior to developing or operating the
Proposed Project, the Bidder/Proposer shall enter into a Comprehensive Agreement with the
City.
Any changes in the terms of an Interim or Comprehensive Agreement, as may be agreed upon in
writing by the parties from time to time, and in order to be enforceable shall be added to the
Interim or Comprehensive Agreement only by written amendment. Verbal changes shall not be
enforceable against the City. No act or omission or verbal representation or statement shall be
treated as an expressed or implied waiver of this requirement and all waivers shall be in writing
signed by the party who is alleged to have waived any of the terms and/or conditions of the
Agreement. The requirements of this paragraph in particular, shall not be modified, amended or
waived except in writing signed by both parties. A Comprehensive Agreement may provide for
the development or operation of separate phases or segments of a Proposed Project. Parties
submitting bids/proposals understand that representations, information and data supplied in
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support of, or in cormection with, bids/proposals playa critical role in the competitive evaluation
process and the ultimate selection of a bid/proposal by the City. Accordingly, as part of the
Comprehensive Agreement, the Bidder/Proposer and its team members shall certify that all
material representations, information and data provided in support of or in cormection with a
proposal are true and correct. Such certifications shall be made by the Bidder/Proposer's
authorized representative who shall be an individual who has knowledge of the information
provided in the proposal. If material changes occur with respect to any representations,
information and data provided for the proposal, the Bidder/Proposer shall immediately notify the
City of same in writing. Notwithstanding any language contained within the Interim or
Comprehensive Agreement, any violation of this Section shall give the City the right to terminate
the Agreement, withhold payment, if any is due, and seek any other remedy available under the
law.
B. Interim Agreements
The scope of an Interim Agreement may include, but not be limited to:
1. Project planning and development;
2. Design and engineering;
3. Environmental analysis and mitigation;
4. Surveying;
5. Ascertaining the availability of financing for the Proposed Project:
6. Geotechnical investigation of subsurface conditions at the Proposed Project
site;
7. Setting the timing of the negotiation of the Comprehensive Agreement; and
8. Any other provisions related to any aspect of the development or operation
of a Proposed Proj ect that the parties deem appropriate prior to executing a
Comprehensive Agreement.
The terms of compensation to the Bidder/Proposer, if any, under an Interim
Agreement shall be negotiated and specifically referenced in the Interim Agreement.
C. Comprehensive Agreements
The Commission must approve any Comprehensive Agreement entered into pursuant to the P3
Program between the City and a Contracting Person before said agreement becomes enforceable.
The City shall accept no liability for development or operation of a Proposed Project before
entering into a Comprehensive Agreement. Each Comprehensive Agreement shall defme the
rights and obligations of the City and the Contracting Person regarding the Proposed Project.
The terms of the Comprehensive Agreement shall be tailored to address the specific Proposed
Project and may include, but not be limited to:
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1. The delivery of security, including performance and payment bonds, letters of
credit and other security in connection with, but not limited to, any acquisition,
design, construction, improvement, renovation, expanSlOn, equipping,
maintenance, or operation of the Proposed Project;
2. The City's review and approval of the design of the Proposed Project;
3. The rights of the City to inspect the construction, operation and maintenance of
the Proposed Proj ect to ensure compliance with specified performance
standards and adjustments in the compensation to be paid to the Contracting
Person and/or liquidated damages due from the Contracting Person should they
fail to meet specified performance standards and/or deadlines;
4. The maintenance of insurance policies reasonably sufficient to ensure coverage
of all aspects of the Proposed Proj ect, including design, construction and
operations;
5. The services to be provided by the City and the terms of compensation due the
City for same;
6. The policy and procedures that will govern the rights and responsibilities of the
parties if the Comprehensive Agreement is terminated or there is a material
default by the Contracting Person, including the conditions governing
assumption of the duties and responsibilities of the Contracting Person by the
City and the transfer or purchase of property or other interests of the
Contracting Person by the City;
7. The terms under which the Proposer will file, with the City, financial
statements pertaining to the Qualified Project prepared in accordance with
generally accepted accounting principles on a periodic basis but not less than
annually;
8. A schedule of Fees or Lease Payments and circumstances for, and method of
calculating, anticipated adjustments to same over the project life cycle;
9. The mechanism by which Fees, Lease Payments, or payments, if any, may be
established from time to time upon agreement of the parties. Any payments or
fees shall be set at a level that are the same for all persons using the facility
under like conditions and that will not materially discourage use of the
Proposed Proj ect;
10. Service or concession contracts;
11. Classifications according to reasonable categories for assessment of Fees;
12. The terms and conditions under which the City will contribute financial
resources, if required for the Proposed Project;
13. The terms and conditions under which existing site conditions will be assessed
and deficiencies therein addressed, including identification of the responsible
party for conducting the assessment and taking necessary remedial action;
14. The terms and conditions under which capacity for the Proposed Project may
be increased or enlarged;
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15. A periodic reporting procedure incorporating a description of the impact of the
Proposed Project, financially and socially, on the City; and
16. Other requirements of the P3 Program or applicable law or that the City deems
appropriate.
With respect to the construction component of the Proposed Project, the City generally
anticipates addressing the following in the Comprehensive Agreement:
1. The Contracting Person will be expected to assume single-point
responsibility and liability for all planning, designing, financing, constructing,
operating, and maintaining the Proposed Proj ect.
2. The risk of inadequate geotechnical investigation or improper
interpretation of the results of the geotechnical investigation, as well as all other
unforeseen site conditions, will be allocated to the Contracting Person in the
Comprehensive Agreement.
3. The City encourages the Contracting Person to propose a formula for the
mutual sharing of cost savings realized during construction by virtue of value
engineering initiatives and efficiencies. Mutually agreed upon terms for the
sharing of such savings will be incorporated in the Comprehensive Agreement.
4. The City may require that one or more of the Private Entities and/or their
principal members provide performance guaranties of all obligations undertaken in
the Comprehensive Agreement. This requirement is in addition to the statutory
requirement for a performance and payment bonds and any other performance
security required by the Comprehensive Agreement. Private Entities interested in
entering into a pUblic-private partnership with the City under the P3 Program must
be willing to provide this security.
VIII. GOVERNING PROVISIONS
In the event of any conflict between these Guidelines and the City Charter, or any
federal, state, county or City law or administrative authority, the terms of the respective
Charter, laws or administrative rules and regulations shall control.
As of the promulgation of these Guidelines, Article IV, Section 4., D. of the City
Charter requires an agreement involving the payment of money out of the appropriations of
more than one year to be approved by resolution adopted by the Commission after a public
hearing and, in that event, appropriations may not be for a period of more than five years
unless the City enters into a franchise agreement, as defined in Article VI, Section 4 of the
City Charter, with the Contracting Party for a greater term. The Comprehensive Agreement
must be drafted in a form that does not violate these provisions unless said Charter
provisions are subsequently amended or withdrawn.
ACTIVE: 7067138_1
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