TITLE
RESOLUTION APPROVING AWARD OF CONTRACT NO. RFP-00953 (�CONTRACT�) TO PLENARY JUSTICE MIAMI LLC AS THE DEVELOPER FOR THE DESIGN, BUILD, FINANCE, OPERATION, AND MAINTENANCE OF A CIVIL AND PROBATE COURTHOUSE WITH A TOTAL ESTIMATED FISCAL IMPACT TO THE COUNTY OF $852,249,000.00, INCLUSIVE OF A $13,334,000.00 CONTINGENCY ALLOWANCE, A $25,000,000.00 ALLOWANCE FOR FURNITURE AND SECURITY SYSTEM EQUIPMENT AND ESTIMATED COSTS OF $3,500,000.00 FOR THE ART RELOCATION AND BUILDER�S RISK INSURANCE, OVER THE 34-YEAR AND TWO MONTH TERM SUBJECT TO A MAXIMUM INTEREST RATE OF 4.92 PERCENT FOR THE FINANCING; AUTHORIZING THE USE OF BUILDING BETTER COMMUNITIES GENERAL OBLIGATION BOND PROGRAM PROJECT NO. 180 - �ADDITIONAL COURTROOMS AND ADMINISTRATION FACILITIES� FUNDS IN AN AMOUNT NOT TO EXCEED $42,000,000.00; AUTHORIZING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO EXECUTE THE CONTRACT AND ALL ANCILLARY AGREEMENTS, TO EXERCISE CERTAIN PROVISIONS CONTAINED THEREIN, TO EXPEND A CONTINGENCY ALLOWANCE OF UP TO $13,334,000.00 IN
ACCORDANCE WITH CONTRACT, TO GRANT TIME EXTENSIONS DURING THE DESIGN AND CONSTRUCTION PERIOD UP TO 146 DAYS, AND TO SELECT AND PURCHASE FURNITURE AND SECURITY SYSTEM EQUIPMENT FOR THE NEW COURTHOUSE IN AN AMOUNT UP TO $25,000,000.00 FOLLOWING A COMPETITIVE PROCESS BY THE DEVELOPER; APPROVING AN INTERDEPARTMENTAL AGREEMENT BETWEEN THE INTERNAL SERVICES DEPARTMENT AND THE DEPARTMENT OF TRANSPORTATION AND PUBLIC WORKS FOR USE OF THE NEW COURTHOUSE PROJECT SITE WITH ANNUAL PAYMENTS MADE TO THE DEPARTMENT OF TRANSPORTATION AND PUBLIC WORKS IN THE AMOUNT OF $1,050,000.00, AND DEDICATING ALL SUCH PAYMENTS TO THE STRATEGIC MIAMI AREA TRANSIT PLAN; AND DIRECTING THE COUNTY MAYOR OR COUNTY MAYOR�S DESIGNEE TO INCORPORATE ANY NECESSARY BUDGETARY ADJUSTMENTS IN THE CURRENT AND FUTURE PROPOSED BUDGETS TO SATISFY THE FINANCIAL OBLIGATIONS CONTAINED HEREIN

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. The foregoing recital is incorporated herein by reference and is approved.

Section 2. This Board finds that the design, build, finance, operation, and maintenance of a civil and probate courthouse (the �New Courthouse�) is in the public�s best interest and approves award of Contract No. RFP-00953 (the �Contract�) to Plenary Justice Miami LLC (the �Developer�), in substantially the form attached as Attachment 1 and made a part hereof, for the design, build, finance, operation, and maintenance of the New Courthouse. The New Courthouse project has an estimated fiscal impact of $852,249,000.00, inclusive of a $13,334,000.00 contingency allowance, a $25,000,000.00 allowance for furniture and security system equipment, and estimated costs of $3,500,000.00 for the relocation of the existing art and the purchase of the builder�s risk insurance during the term of 34 years and two months, subject to a maximum interest rate of 4.92 percent for the financing, to be funded in part with Building Better Communities General Obligation Bond Program Project No. 180 � �Additional Courtrooms and
Administrative Facilities� in an amount not to exceed $42,000,000.00. Certain appendices of the Contract are not attached hereto because of their volume or confidential nature, but are on file with the Internal Services Department and are available to authorized persons for review and inspection upon request.

Section 3. This Board authorizes the County Mayor or County Mayor�s designee to execute the Contract and all ancillary agreements and to exercise all provisions contained therein except 1) any cancellation provisions, 2) any design and construction change at the County�s option pursuant to Section 7.12 of the Contract, 3) any facility management service change requested by the County pursuant to Section 10.8 of the Contract, 4) any rights otherwise reserved to the Board in the Courthouse Agreements, and 5) any other action that would result in an increase to the financial liability of the County beyond that approved in this item.

Section 4. This Board authorizes the County Mayor or County Mayor�s designee to expend a contingency allowance of up to $13,334,000.00 during the design and construction period in accordance with the Contract and this resolution, to grant time extensions during the design and construction period of the New Courthouse up to 146 days, and to select and purchase furniture and security system equipment for the New Courthouse in an amount not to exceed $25,000,000.00 following a competitive process by the Developer in the manner provided in Section 7.16 of the Contract.

Section 5. This Board approves an interdepartmental agreement, in substantially the form attached as Attachment 2 and made a part hereof, between the Internal Services Department and the Department of Transportation and Public Works for use of the New Courthouse Project Site with annual payments made to the Department of Transportation and Public Works in the amount of $1,050,000.00 and dedicating all such payments to the Strategic Miami Area Transit Plan.

Section 6. This Board directs the County Mayor or County Mayor�s designee to incorporate any necessary budgetary adjustments in the current and future budgets to satisfy the financial obligations contained herein.

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Date:

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

From: Carlos A. Gimenez
Mayor

Subject: Recommendation for Approval to Award Contract No. RFP-00953, Design, Build, Finance, Operate, and Maintain Civil and Probate Courthouse

STAFF RECOMMENDATION
Recommendation
It is recommended that the Board of County Commissioners (Board) approve a competitive public-private partnership (P3) contract award, Contract No. RFP-00953, Design, Build, Finance, Operate, and Maintain Civil and Probate Courthouse to Plenary Justice Miami LLC (Developer), for the Internal Services Department. More specifically, this item recommends approval of the following:

� Authorization of the County Mayor or County Mayor�s designee to execute the Courthouse Project Agreement and all ancillary agreements (collectively, the Courthouse Agreements) for a total term of 34 years and two months (consisting of a two-month period to achieve financial close, 4-year period to design and construct the Courthouse, and 30-year period to operate and maintain the New Courthouse) with the first year availability payment due following completion of the New Courthouse estimated to be $25,447,371. The annual availability payments include capital, operation, maintenance, lifecycle, and financing costs. The total availability payments will be approximately $810,415,000.00 over the 30-year occupancy period, subject to financing cost adjustments permitted in the Courthouse Agreements with a maximum interest rate not to exceed 4.92 percent and inflation;
� Establishment of a contingency allowance account in an amount up to $13,334,000 (5% of the design-build cost) and the addition of up to 146 days to the design and construction period as authorized in the Courthouse Agreements, both to be exercised by the County Mayor or County Mayor�s designee for unforeseen items on a limited and as needed basis;
� Authorization for the County Mayor or County Mayor�s designee to purchase the furniture and security system equipment for the New Courthouse in an amount not to exceed $25 million; and
� An Interdepartmental Agreement between the Internal Services Department (ISD) and the Department of Transportation and Public Works (DTPW) for the use of Federal Transportation Administration (FTA) grant assisted property for non-transit purposes in exchange for annual payments in the amount of $1,050,000 from ISD to DTPW in support of the Strategic Miami Area Rapid Transit (SMART) Plan and directs the County Mayor to incorporate any necessary budgetary adjustments in the current FY 2019-20 budget via a budget amendment presented to this Board and future proposed budgets to reflect the same.

The New Courthouse project site is located between West Flagler Street and NW 1 Street, west of the existing courthouse and east of the Metrorail, pursuant to Resolution No. R-799-18. The Board may only consider this item if the FTA has forwarded approval for the use of the property for non-transit purposes prior to the date scheduled for Board consideration. If the FTA has not forwarded approval, this item will be removed from the agenda.

Background
The Courthouse Agreements represent the County�s first social infrastructure P3 contract and is one of the first of its kind in the state of Florida. The Courthouse Agreements provide for the design, build, finance, operation, and maintenance of a new 640,000 square foot civil courthouse (New Courthouse) to be occupied by the Administrative Office of the Courts for the Eleventh Judicial Circuit, the Miami-Dade Clerk of Courts, the Law Library, and the Miami-Dade Police Department. The New Courthouse will include 46 finished jury courtrooms, four shelled courtroom sets to accommodate future projected growth in the judicial system, and 59 secured parking spaces for judicial officers and Clerk staff.
Originally built in 1928 to serve a population of 142,000 people, the existing Dade County Courthouse located at 73 West Flagler Street (the Historic Courthouse) has previously served as a County jail, criminal courthouse, and a general government building occupied by the County and City of Miami. Currently, the Historic Courthouse is the seat of the judicial system in Miami-Dade County and contains 27 floors, of which 23 are currently usable. Today, there are 40 judicial officers assigned to the Historic Courthouse�s 24 available courtrooms, with an additional 6 judicial officers being housed in converted office space in the Lawson E. Thomas Courthouse Center due to a significant lack of available space. Despite the facility�s successful adaptation to various uses over time, the Historic Courthouse suffers from accessibility issues, inadequate space, and lacks basic amenities such as sufficient public bathrooms that are typical of modern day government facilities.

Need for New Civil Courthouse
In addition to the Historic Courthouse�s space constraints and the presence of columns that obstruct sightlines in courtrooms, the age of the facility continues to be a challenge. While the County continues to take all actions necessary to keep the Historic Courthouse operational and safe for the staff and the public, the County�s costs in doing so have been significant. The County�s recent maintenance and renovation efforts have included mold remediation due to water intrusion and fa�ade repairs. Despite these efforts, the County estimates that $128 million in unfunded capital repairs to the Historic Courthouse may be necessary over the next 15 years to keep the facility operational for its current use. Due to the Historic Courthouse�s physical condition, the County�s annual costs to operate and maintain the facility are 50 percent higher than they would be otherwise.

The County is required to provide adequate court facilities pursuant to the Florida Constitution and recent efforts to replace the Historic Courthouse date back to 2014. The Board first directed the County Mayor to issue a competitive solicitation for the replacement of the Historic Courthouse in 2015 through Resolution No. R-151-15 and subsequently directed the Administration to comprehensively study the court system�s needs and available funding sources for new court facilities. The Board created the Court Capital Infrastructure Task Force through Resolution No. R-144-15, which recommended the replacement of the Historic Courthouse and the construction of a new civil courthouse. A second Courts Capital Infrastructure Task Force was created through Resolution No. R-562-16 and reaffirmed the initial conclusions that the Historic Courthouse was no longer able to support the operational and spatial needs of the court system.

Project Delivery Method
In an effort to determine the most cost effective delivery method for the New Courthouse, the County�s consultant completed a Value for Money analysis in 2017, which projected approximately $25.3 million in savings to the County through the delivery of the New Courthouse as a P3 compared to a traditional method over the contract term. A recent update of this analysis indicates a savings to the County of approximately $48.9 million over the contract term. The County subsequently received an unsolicited proposal to design, build, finance, operate, and maintain the New Courthouse as a P3, and the Board directed the County Mayor to issue an open and competitive Request for Proposals for the same project purpose through Resolution No. R-553-18. The County Mayor has provided bi-monthly reports with relevant project updates since August 28, 2018.

Stakeholder Input
The County has held three public meetings to receive feedback from stakeholders on the proposed project. These meetings included participation from the Administrative Office of the Courts for the Eleventh Judicial Circuit, the Miami-Dade Clerk of Courts, the Miami-Dade Public Library System, the Department of Transportation and Public Works, the Cultural Affairs Department, the Regulatory and Economic Resources Department, the Water and Sewer Department, the City of Miami, the HistoryMiami Museum, the Dade County Bar Association, the Downtown Development Authority, the Miami Downtown Neighbors Alliance, and a number of County Commissioners. As a result of these public meetings, adjustments were made to the Courthouse Agreements to mitigate any construction impacts and to ensure that the New Courthouse enhances the downtown community.

Scope
The New Courthouse is located in Commission District 5, which is represented by Commissioner Eileen Higgins. However, the scope of this item is countywide in nature.

Fiscal Impact/Funding Source
Payments to the Developer for the New Courthouse do not begin until the facility is ready for occupancy, which is currently projected to occur in January 2024. Upon occupancy, the County will pay the Developer annual estimated availability payments totaling $25,447,371 in the first year (see table below). Over the next 29 years, only the facility management charge portion of the availability payment will be escalated based on inflation factors.

1st Year Availability Payment
Capital Charge Facility Management Charge Total
$21,296,266 $4,151,105 $25,447,371

The total estimated fiscal impact for the 34-year and two-month term is $852,249,000. This total estimated fiscal impact does not include certain other County obligations and costs specified below. As shown below, the fiscal impact includes 1) availability payments to the Developer over a 30-year occupancy term; 2) a contingency allowance to cover unanticipated County costs during the design and construction phase; 3) the purchase of furniture and security system equipment; and 4) the art relocation and purchase of builder�s risk insurance during construction.

Department 30-year Availability Payments Contingency Allowance Furniture and Security System Equipment Art Relocation and Insurance Total
Fiscal Impact Funding Sources
Internal Services $810,415,000 $13,334,000 $25,000,000 $3,500,000
$852,249,000
Non-ad Valorem General Fund Revenues, Bond Proceeds, and Net Proceeds from future sale of Historic Courthouse

The Capital Charge in the table above is estimated based on Plenary Justice Miami LLC�s proposed base interest rate of 2.26 percent plus a fixed credit spread of 1.66 percent (a total of 3.92 percent). The base interest rate is subject to change upward or downward based on changes in the U.S. Treasury rates up until financial close, which is expected in January 2020. Although interest rates have decreased since proposal submission, the Administration will seek subsequent Board approval of the overall interest rate cost should it exceed 4.92 percent. The Courthouse Agreements and related obligations will be funded from legally available non-ad valorem revenue from the General Fund and the net sales proceeds from the sale of the Historic Courthouse. The contingency allowance and eligible furniture and security system equipment expenses for the New Courthouse will be funded by Building Better Communities General Obligation Bond Project No. 180 � �Additional Courtrooms and Administration Facilities� which currently has an unallocated balance of approximately $42 million.

The Courthouse Agreements utilize a performance based contracting method that will benefit the County by incentivizing the Developer to quickly resolve any maintenance issues and deterring the Developer from deferring routine and preventative maintenance. The Courthouse Agreements include specific performance standards that the Developer must meet during the facility management period. The Developer�s failure to comply with performance standards will result in deductions to the County�s payment obligations.

The Courthouse Agreements allocate various contract obligations to the Developer, the County and to other third parties such as the lender and builder. The Courthouse Agreements comply with all of the requirements of Florida Statutes Section 255.065 and Section 2-8.2.6 of the County Code pertaining to comprehensive agreements for public-private partnerships. Pursuant to the Courthouse Agreements, the Developer will be responsible for designing and constructing the New Courthouse in accordance with the County�s technical specifications. During the design process, the Developer will submit interim and final design documents for review and approval by the County, in consultation with the Clerk of the Courts, and the Administrative Office of the Courts. Input will also be sought from the HistoryMiami Museum and the Miami-Dade Public Library System to ensure that impacts to the Cultural Center are mitigated. The Developer will commence construction of the new courthouse as soon as the Developer obtains all necessary permits and approvals.

The Developer�s responsibilities during the construction period include providing all required traffic and right-of-way improvements, on-site environmental remediation, utility relocations and connections, service access improvements, and landscaping. The Developer will be responsible for undertaking a competitive process for the County to select the vendors to provide the security systems and furniture, fixtures and equipment for the Courthouse, which the County will pay for as a County-retained expense. Prior to the occupancy of the New Courthouse, the Developer, in conjunction with the County, will complete a commissioning of all of the systems and improvements to the New Courthouse to ensure it is in good working order. After completion of construction, the Developer�s responsibilities during the 30-year operations and maintenance term of the contract include routine and scheduled maintenance of the courthouse such as janitorial services and pest control; repair and lifecycle replacements of building systems; and operation of a small food service area. The Developer is responsible for funding a vandalism reserve account to pay for the Developer�s actual costs incurred to remediate acts of vandalism at the New Courthouse.

Prior to the commencement of construction, the County will be responsible for the re-locations of the existing art sculpture and the surface parking lot that are currently located on the project site as well as the purchase of builder�s risk insurance policies. There is a public restroom facility on the project site which was constructed by the Miami Downtown Development Authority (DDA), an independent agency of the City of Miami, pursuant to a lease agreement between the City of Miami and the County. A six month notice of lease termination was issued to the City on August 26, 2018 and per the lease agreement, the City is obligated to restore the property to its original condition prior to the lease. The City will be presenting an item to their Board to get authorization to spend up to $150,000 for the removal and relocation of the restroom facility. The City will either do the work themselves or may request that the County undertake the work at the City�s expense. If the County is to do the work, it will enter into a reimbursement agreement with the City prior to undertaking the work.

During the construction, to ensure greater control and flexibility over public safety and network security for the New Courthouse, the County will retain the responsibility for the purchase and installation of all information technology systems and equipment. The County likewise has retained costs for the Office of the Inspector General in the amount of one quarter of one percent (0.25%) of the design-build costs to provide continuous oversight during construction, for the engagement of an owner�s representative, and one-half of the cost of an independent building expert to resolve construction disputes. The County�s estimated budgets for these costs are in development and are not included in this item. As a result, these items will be procured separately and will be subject to future Board approval, as applicable. During the operations and maintenance period, the County will be responsible for paying all utilities for the New Courthouse; the provision of security personnel; relocation expenses; the repair and replacement of movable furniture, fixtures, equipment, security systems, and IT systems; purchasing the property insurance for the New Courthouse; and costs for vandalism in excess of the amount available in the vandalism reserve account. The County�s estimated budgets for these on-going operations and maintenance costs will be developed during the design phase of the project and are not included in this item. These items will be procured separately and subject to future Board approval, as applicable.

Track Record/Monitor
Rita Silva of the Internal Services Department is the Procurement Manager. Dan Chatlos of the Internal Services Department is the Project Manager. The project was developed in collaboration with the Chief Judge of the Eleventh Judicial Circuit, the Clerk of Courts, and other key stakeholders.

Delegated Authority
If this item is approved, the County Mayor or County Mayor�s designee will have the authority to execute the Courthouse Agreements and exercise all provisions therein, excluding 1) any cancellation provisions, 2) any design and construction change at the County�s option pursuant to Section 7.12 of the Courthouse Agreements, 3) any facility management service change requested by the County pursuant to Section 10.8 of the Courthouse Agreements, 4) any rights otherwise reserved to the Board in the Courthouse Agreements, and 5) any other action that would result in an increase to the financial liability to the County beyond that approved in this item. The County Mayor or County Mayor�s designee will have the authority, in accordance with the Courthouse Agreements, but subject to the preceding sentence, to 1) expend the contingency allowance up to the amount established; 2) grant time extensions during the design and construction period up to the amount of contingency days specified herein; and 3) select and purchase the furniture and security system equipment for the New Courthouse up to the not to exceed amount following a competitive selection process by the Developer.

Vendor Recommended for Award
A Request for Proposals (RFP) was issued under full and open competition in two phases. Phase 1 was based on general qualifications to short list up to three vendors. Phase 2 was based on technical and financial submittals by the developer of each short listed vendor. Five responses were received to Phase 1 of the RFP. The responses were evaluated by the Competitive Selection Committee and the top three ranked respondents were recommended for the short list. Prior to issuing Phase 2 of the RFP, the County invited the short listed respondents to provide feedback on the draft solicitation and contract, including recommended changes. The County issued the final RFP for Phase 2 and received committed proposals from the three respondents. The Competitive Selection Committee evaluated the proposals and unanimously recommended the top-ranked proposer, Plenary Justice Miami LLC, to negotiate a contract with the County in accordance with Resolution R-553-18.

Plenary and its team members are qualified and have relevant P3 experience with courthouses to successfully complete this project, as demonstrated by its recent completion of the Long Beach Civic Center P3 project in 2019. Plenary is an established developer in the North America P3 market and plans to make the New Courthouse a positive example of a social infrastructure P3 that others will look to emulate. The proposed design met the County�s technical objectives and provided the County with a comprehensive and flexible courthouse that will serve the legal community for decades to come. The County�s financial consultant, BMO Capital Markets Corp., performed a review of the Developer�s financial capabilities and determined Plenary Justice Miami LLC�s financial plan was stable and that the Developer was qualified to undertake the financial obligations contained in the Courthouse Agreements. Plenary Justice Miami LLC offered the lowest design-build price and the lowest facility management charge for the New Courthouse.
Number of Employee Residents
1) Miami-Dade
Awardee Principal Address Local Address 2) Percentage Principal
� Plenary Group USA Concessions Ltd. (equity member); 100 North Tampa Street Suite 2840 Tampa, FL None 0 Brian Budden
� Hellmuth, Obata & Kassabaum, Inc. (architect); 0
� Tutor Perini Corporation (builder);
� Johnson Controls, Inc. (operations and maintenance)


1 Provided pursuant to Resolution No. R-1011-15. Percentage of employee residents is the percentage of the vendor�s employees who reside in Miami-Dade County as compared to the vendor�s total workforce.
2 Plenary Justice Miami LLC is a special purpose entity created for the purpose of fulfilling the proposer�s responsibilities under the Courthouse Agreements and therefore has no existing employees.

Vendors Not Recommended for Award
Vendor Reason for Not Recommending
M-S-E Judicial Partners, LLC

� Meridiam Miami-Dade LLC and EllisDon Capital, Inc. (equity members);
� DLR Group, Inc. (architect);
� Suffolk Construction Co. Inc. and Ellis Don Services, Inc. (builders);
� EllisDon Facilities Services, Inc. and Jones Lang LaSalle (JLL) Americans, Inc. (operations and maintenance) Evaluation Scores/Price/Ranking
Miami-Dade Courthouse Partnership, LLC

� Sacyr Infrastructure USA, LLC; DIF Infra 5 US LLC; and Macquarie Corporate Holdings pty Limited (equity members);
� AECOM Technical Services, Inc. (architect);
� Plaza Construction Group Florida, LLC and Sacyr Construccion SA (builders);
� Sacyr Infrastructure USA, LLC and SFM Services, Inc. (operations and maintenance)
Fengate Capital Management Ltd. Phase 1 of the RFP Evaluation Scores/ Not Short Listed for Phase 2
Hunt Companies, Inc.

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. The lists that were referenced included convicted vendors, debarred vendors, delinquent contractors, suspended vendors, and federal excluded parties. There were no adverse findings relating to vendor responsibility.

Applicable Ordinances and Contract Measures
� The User Access Program provision was waived by the Board pursuant to Resolution No. R-423-19.
� Local Preference was applied in accordance with Resolution No. R-423-19.
� Small Business Enterprise (SBE) measures apply. The solicitation included a 20% SBE-Architectural/Engineering goal for the design portion. The application of additional measures will be determined through the submittal of design and construction packages to Small Business Development.
� Responsible Wages apply.
� Living Wage applies.

_________________
Edward Marquez
Deputy Mayor