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Public-Private Partnerships (P3) & Unsolicited Proposal Procedures

County Administrator approved 06/16/2025

Table of Contents

  1. Purpose
  2. Scope
  3. When to Use
  4. Definitions
    1. Application Fee
    2. Board
    3. Proposer
    4. Solicited Proposal
    5. Unsolicited Proposal
  1. Solicitations of Proposals
  2. Receipt of an Unsolicited Proposal
  3. Notice to Affected Local Goverments
  4. Interim Agreement
  5. Comprehensive Agreement
  6. Rejection of Proposals
  7. Sole Source and Piggybacking Prohibited


I. Purpose

The purpose of these procedures is to govern over the County’s process related to Public-Private Partnerships, as defined in and in compliance with Section 255.065, Florida Statutes, (“F.S. 255.065”) as amended. The County may consider establishing a Public-Private Partnership for Qualifying Projects, either through the solicitation of Proposals, in accordance with the SJC Purchasing Policy (SJC Ordinance #2024-21), or through receipt and consideration of an Unsolicited Proposal.

II. Scope

All officials, departments, and employees under the control and responsibility of the County Administrator, under the Board of County Commissioners of St. Johns County.

III. When to Use

These procedures must be used when an Unsolicited Proposal is received by the County for a Qualifying Project, as defined under F.S. 255.065, or the County elects to solicit Proposals for a Public-Private Partnership on a Qualifying Project.

IV. Definitions

The defined terms provided below, in addition to those definitions provided in F.S. 255.065, and those applicable terms defined within the SJC Purchasing Policy, shall apply to these procedures:

  1. Application Fee – An amount paid to the County, by an entity, intended to cover the costs incurred by the County to review, consider, evaluate, and analyze an Unsolicited Proposal or Solicited Proposal(s). Initially, this Fee is $15,000, which must accompany any Unsolicited Proposal, or may be required as part of a Formal Solicitation issued by the County. In the event the Application Fee is insufficient to cover the costs of the County for development of requirements, specifications, or criteria, as well as review, analysis and/or evaluation of the Unsolicited/Solicited Proposal(s), the Proposer shall be notified and required to submit additional Fee amount(s) to the County, as
    determined by the County.
  2. Board – The St. Johns County Board of County Commissioners.
  3. Proposer – A private entity, as defined in F.S. 255.065, or a consortium of private entities, that submits an Unsolicited Proposal for consideration of establishing a Public-Private Partnership; or which submits a Proposal in response to a Formal Solicitation, issued by the County, for consideration of establishing a Public-Private Partnership.
  4. Solicited Proposal – A Proposal submitted to the County in response to a Formal Solicitation issued in accordance with the County’s Purchasing Policy.
  5. Unsolicited Proposal – A plan that is submitted on the initiative of a Proposer, and not in response to any formal or informal solicitation by the County, for a Qualifying Project with detail beyond a conceptual level for which terms such as fixing costs, payment schedules, financing, deliverables, and project schedule are defined. The following items are not Unsolicited Proposals:
    • Advertising materials designed to acquaint the County with a prospective vendor or contractor’s present products, services, or potential capabilities, or designed to stimulate the County’s interest in purchasing such products or services;
    • Offers for commercial items that a vendor wishes to see introduced as an alternative or replacement for items currently in use by the County; and
    • Any concept, suggestion, or idea presented to the County for use with no indication that the source intends to devote any further effort to it on the County’s behalf.

V. Solicitation of Proposals

If the County elects to issue a solicitation for Proposals for a Public-Private Partnership, the County’s Policy and procedures for solicitation shall govern the solicitation process, alongside all applicable requirements of F.S. 255.065, and any other governing regulations.

  1. The County has the sole discretion in determining the methodology for soliciting Proposals for consideration of establishing a Public-Private Partnership, provided the methodology is allowable under the County’s Purchasing Policy.
  2. If a Request for Proposals (“RFP”) is issued, the RFP Documents shall provide the criteria by which any submitted Proposals shall be evaluated, whether or not presentations shall be required, and the consideration for determining award. The County may determine, at its sole discretion, whether or not the Board shall participate in the evaluation of Proposals, presentations, and/or any aspect of the
    RFP process, aside from final approval of an awarded Contract. The Board shall have the final approval of any Agreement entered into for a Public-Private Partnership, regardless of the method of solicitation.
  3. The County may, at its sole discretion, include a requirement for an Application Fee in an RFP issued for a Qualifying Project, as provided herein. In the event the County elects to include such a requirement, failure by a Proposer to submit such required Application Fee in accordance with the RFP, shall be grounds for disqualification from further consideration.

VI. Receipt of an Unsolicited Proposal

In the event the County receives an Unsolicited Proposal for consideration of establishing a Public-Private Partnership, the following procedures shall be followed:

  1. Prior to the submission of an Unsolicited Proposal, the prospective Proposer may engage in preliminary discussions with County staff to gain insight into the County’s general need for the type of project contemplated by the Proposal. These discussions must be restricted to that of a conceptual nature and must not be considered negotiations in contemplation of any contractual agreement between the Proposer and the County. Upon a prospective Proposer’s initial contact with the County
    in connection with the proposed submission of an Unsolicited Proposal, the County Staff with whom the Proposer made contact shall promptly notify the County Administrator of such contact. The County Administrator, or designee, shall provide direction as to whether and to what extent County staff may engage in such preliminary discussions.
    1. The County is, in no event, obligated to facilitate meetings and/or develop data or information in order to facilitate the development of an Unsolicited Proposal, aside from any obligations set forth in applicable governing regulations. The County shall only consider and/or facilitate the provision of data, information and/or meetings, site visits, or other activities at the sole discretion of the County, and only in the County’s best interest.
  2. Unsolicited Proposals must be submitted to the SJC Purchasing Department, at the attention of the Purchasing Director. Unsolicited Proposals must be submitted in hard-copy, with an electronic copy provided on a USB Drive (CDs/DVDs not accepted).
  3. An Unsolicited Proposal for approval of a Qualifying Project must be accompanied by the following material and information:
    1. An Application Fee of $15,000, by cash, cashier’s check, or other noncancelable instrument (personal checks not accepted) made payable to the Board of County Commissioners of St. Johns County;
    2. A description of the Qualifying Project, including the conceptual design of the facilities or a conceptual plan for the provision of services, and a schedule for the initiation and completion of the Qualifying Project;
    3. A proposed timeline for the Project, including any design, construction, and other activities leading up to operations, as well as the proposed term of the partnership;
    4. A description of the method by which the Proposer proposes to secure the necessary property interests that are required for the Qualifying Project;
    5. A description of the Proposer’s general plans for financing the Qualifying Project, including the source of the Proposer’s funds, proposed financiers, and the identity of any dedicated revenue source or proposed debt or equity investment on behalf of the Proposer, including the anticipated level of engagement for any and all proposed financial partners and activities;
    6. The name and address of the Proposer’s Point of Contact, who may be contacted for additional information concerning the Proposal;
    7. Any and all proposed user fees, lease payments, or other service payments over the term of a Comprehensive Agreement, and the methodology for and circumstances that would allow changes to the user fees, lease payments, and other service payments over time; and
    8. Any additional material or information the Proposer deems appropriate to include in the Proposal, and that the County may reasonably request.
  4. The Unsolicited Proposal must be formatted into sections as outlined above in order to facilitate review/consideration by the County to ensure that any and all required information is submitted.
  5. The Application Fee shall be held by the Purchasing Department until the Board gives direction to accept the Proposal and deposit the Application Fee. The County shall apply the Application Fee against its costs incurred in processing, reviewing, analyzing, and evaluating the Unsolicited Proposal, including, but not limited to, staff costs, reasonable attorney fees and fees for financial and technical advisors or consultants and for any other necessary advisors or consultants, as determined by the County. In the event the Application Fee is insufficient to cover the costs of the County for review, analysis and/or evaluation of the Unsolicited Proposal, the Proposer shall be notified and required to submit additional Fee amount(s) to the County, as determined by the County. If the County rejects an Unsolicited Proposal and has not spent significant time or resources evaluating the proposal, the County shall return all or part of the Application Fee to the Proposer.
  6. Upon receipt of an Unsolicited Proposal, County staff shall review the submitted Proposal to determine whether it includes all of the information required, as stated above. Such review and determination shall be completed within twenty-one (21) calendar days of receipt of the Unsolicited Proposal. This review shall be limited to determining the Unsolicited Proposal’s completeness and shall not include any evaluation as to the substantive merits of the Proposal. During the review, the
    County may, at its sole discretion, request clarification or additional information from the Proposer, which may be necessary to provide a determination of completeness. In the event such clarification and/or information is requested of the Proposer, the County’s twenty-one (21) calendar day period for review shall restart. When County staff determines that the Unsolicited Proposal is complete, the County Administrator shall inform the Board, at the next available regular meeting of the Board of County Commissioners, that an Unsolicited Proposal has been received and request direction as to whether the County should accept the Proposal for further consideration. An Unsolicited Proposal is not accepted by the County until:
    1. The County receives payment of the Application Fee in full; AND
    2. County staff determines that the proposal is complete; AND
    3. The Board directs the County Administrator to accept the Proposal.
  7. Board acceptance of an Unsolicited Proposal does not mean the County will enter into a contract with the Proposer. Board acceptance of an Unsolicited Proposal shall provide County Staff with direction to consider the Proposal for the purposes of determining whether or not the Proposal is in the public’s best interest, and whether or not the County will proceed with broadcast of a solicitation of alternate Proposals.
  8. In the event the Board does not accept the Unsolicited Proposal, the Proposer shall be notified, and any unused amounts of the Application Fee shall be returned.
  9. Once the County accepts an Unsolicited Proposal, the County’s Lobbying Prohibition (Section 9 of the SJC Purchasing Policy) shall take effect, and there shall be no communication between the Proposer and any member of County staff other than the Designated Point of Contact, which includes any Board member, or any Consultant engaged by the County in connection with the Unsolicited Proposal. The Designated Point of Contact shall be a member of the Purchasing Department, and shall convey to the Proposer any requests for additional information, notices of public meetings, and
    who may answer questions from the Proposer regarding the County’s procedures or the status of the County’s evaluation of the Unsolicited Proposal. The Point of Contact shall be completely uninvolved with the evaluation of the Unsolicited Proposal. Violation of this section by a Proposer shall be grounds for the immediate rejection of the Unsolicited Proposal.
  10. Upon acceptance, County staff shall conduct a technical evaluation of the Unsolicited Proposal. In conducting its evaluation, staff may consider the Proposal’s relevance to the County’s goals and objectives, the technical merit of the Proposal, the qualifications of the Proposer, the overall cost to the County of the Proposal, and any other factors that are relevant to whether the County should accept the Unsolicited Proposal. The County’s evaluation of the Proposal shall include an independent analysis of the proposed Public-Private Partnership which demonstrates the
    partnership’s cost-effectiveness and overall public benefit. If the scope or complexity of the Proposal is such that County staff is not able to conduct an adequate evaluation, the County may obtain the services of a consultant to advise County staff or to evaluate and submit a recommendation with respect to the Proposal.
  11. In considering an Unsolicited Proposal, the County may require from the Proposer a technical study prepared by a nationally recognized expert with experience in preparing analysis for bond rating agencies. In evaluating the technical study, the County may, in its sole discretion, rely on internal staff reports prepared by personnel familiar with the operation of similar facilities or the advice of external advisors or consultants who have relevant experience.
  12. The County, in pursuing a Comprehensive Agreement for a Public-Private Partnership for completion of the Qualifying Project, may proceed with one of the following:
    1. Solicitation of alternate Proposals, through the issuance of an RFP. The following applies to this election:
      1. County must publish notice in the Florida Administrative Register and a newspaper of general circulation at least once a week for two (2) weeks stating that the County has received an Unsolicited Proposal and will accept other proposals for the same project
      2. The County shall provide a timeframe not less than 21 days and no more than 120 days for alternate Proposals to be submitted by interested firms.
        1. The County may alter the timeframe for receiving alternate Proposals upon majority vote of the Board, if an alternative timeframe is more suitable to the needs of the proposed project.
      3. Upon issuance of an RFP for solicitation of alternate Proposals, there shall be no further review or consideration of the Unsolicited Proposal, until such time as the evaluation of all alternate Proposals is completed.
      4. The Proposer of the Unsolicited Proposal may elect to submit an alternate Proposal based upon the information and requirements in the RFP Documents issued by the County. If the Proposer elects to submit an alternate Proposal, the Unsolicited Proposal shall no longer be the Proposal to be considered by the County for the Qualifying Project. The alternate Proposal submitted shall become the basis of consideration for the Qualifying Project.
      5. Upon the Submittal Deadline for alternate Proposals, the County’s Evaluation Committee shall rank the proposals received in order of preference based upon the criteria provided in the RFP Documents. In ranking the proposals, the Evaluation Committee may consider factors that include, but are not limited to: professional qualifications, general business
        terms, innovative design techniques or cost-reduction terms, and finance plans.
    2. Proceed with the Unsolicited Proposal for a Qualifying Project without soliciting alternate Proposals. This is only allowable under F.S. 255.065, if the County holds a duly noticed public meeting at which the Unsolicited Proposal is presented and affected public entities and members of the public are able to provide comment. And, at a second duly noticed public meeting, the County determines that the Unsolicited Proposal is in the public’s interest.
      1. In making the public interest determination, the County must consider ALL of the following factors:
        1. The benefits to the public.
        2. The financial structure of and the economic efficiencies achieved by the Proposal.
        3. The qualifications and experience of the Proposer and Proposer’s ability to perform the proposed project.
        4. The project’s compatibility with regional infrastructure plans.
        5. Public comments submitted at the meeting. County must provide a statement that explains why the Proposal should proceed, and addresses such comments.
        6. For an Unsolicited Proposal, if ownership will not be conveyed to the County within ten (10) years after initial public operation begins, the public benefits apart from ownership must be identified and stated.
        7. Publish in the Florida Administrative Register for at least seven (7) days, a report that includes the following: (1) public interest determination as provided herein; (2) factors considered in making such public interest determination; (3) County’s findings based on each considered factor.
    3. If the County proceeds with an Unsolicited Proposal without soliciting alternate Proposals, the County must also publish in the Florida Administrative Register, for at least seven (7) days, a report that includes all of the following:
      1. The public interest determination required in Section VI(11)(B)(i) above;
      2. The factors considered in making such public interest determination; and
      3. The County’s findings based on each considered factor.
    4. Upon posting of notification of the County’s intent to proceed with an Unsolicited Proposal without soliciting alternate Proposals, a Protest Period of five (5) business days shall take effect, providing any individual who is aggrieved in connection with the County’s intent to proceed with an Unsolicited Proposal (“Protestor”), where such grievance is asserted to be a the result of a violation of the requirements of any applicable regulations, and associated procedures by
      officers, agents, or employees of the County, may file a Protest to the County’s Purchasing Director (“Director”). The Protest must be accompanied by security in the form of a Protest Bond (in a form and with such terms as approved by the Director, or designee) or a certified cashier’s check in an amount not to exceed $5,000. The procedure for submitting a Protest shall follow the process provided in Sections 13.2 – 13.5 of the SJC Purchasing Policy.
    5. Whether through a solicitation of alternate Proposals, or the consideration of an Unsolicited Proposal, once the County has determined the selected Proposal which County Staff recommends award, provided the appropriate process, as provided herein, has been followed, the recommendation shall be presented to the Board for approval and direction to negotiate a Comprehensive Agreement with either the highest-ranked Proposer or Proposer of the Unsolicited Proposal, as applicable.
    6. Before approving a comprehensive agreement, the County must perform an independent analysis of the proposed Public-Private Partnership which demonstrates the cost-effectiveness and overall public benefit, and must determine the proposed project:
      1. Is in the public’s best interest, if the Proposal was solicited.
      2. If the Proposal was unsolicited, the County must determine that the proposed project has been determined to be in the public’s interest in accordance with the factors herein.
      3. Is for a facility that is owned by the County, or for which ownership will be conveyed to the County.
      4. Has adequate safeguards in place to ensure that additional costs or service disruptions are not imposed on the public in the event of a material default or cancellation of the comprehensive agreement by the County.
      5. Has adequate safeguards in place to ensure that the County or Proposer has the opportunity to add capacity to the proposed project or other facilities serving similar predominantly public purposes.
      6. If the Proposal was solicited, will be owned by the County upon completion, expiration, or termination of the comprehensive agreement and upon payment of the amounts financed.

VII. Notice to Affected Local Governments

Whether the County receives an Unsolicited Proposal, or solicits Proposals through a competitive process, the County must provide a copy of the notice to each local government in the affected area. An affected local government is any county, municipality, or special district in which all or a portion of the qualifying project is located.

VIII. Interim Agreement

At any time after the Board approves the negotiation of a Comprehensive Agreement, but before the Board approves a Comprehensive Agreement, the Board may approve an Interim Agreement with the Proposer. The Interim Agreement shall not create any obligation on the part of the County to enter into a Comprehensive Agreement with the Proposer. The scope of the Interim Agreement shall be limited to the matters set forth in Section 255.065(6), Florida Statutes.

IX. Comprehensive Agreement

Prior to developing or operating a Qualifying Project, the Board shall approve a Comprehensive Agreement with the selected Proposer, in accordance with the processes herein and in F.S. 255.065. The Comprehensive Agreement shall comply with the requirements set forth in Section 255.065(7), Florida Statutes.

X. Rejection of Proposals

At any point prior to the execution of a Comprehensive Agreement, the County may reject all Proposals for any or no reason. However, the County may not use any information obtained in a Proposal submitted pursuant to this Procedure as the basis, or part of the basis, for solicitation or negotiation with another entity without the Proposer’s permission. This restriction shall not apply to information that is available without restriction from another source.

XI. Sole Source and Piggybacking Prohibited

The County may not utilize Section 6.2.11 (Sole Source – Single Source) or 6.2.13 (Cooperative Procurement / Piggybacking) of the Purchasing Policy to enter into a Public-Private Partnership for a Qualifying Project without complying with the requirements of Section 6.2.6, and this Procedure in the case of an Unsolicited Proposal or soliciting Proposals in compliance with Section 6.2.6.

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