Milan, 11 December 2020
Australia-based Lendlease has been contracted to design, build and manage the MIND campus of the University of Milan by a resolution of the Board of Directors.
The project for the new campus for Milan University science faculties in the Milan Innovation District (MIND), in the former Expo 2015 area, was created by a special-purpose team composed of:
- Architectural Plan: Starching S.r.l.
- Plant Design: Manens-Tifs S.p.A.
- Structural Project: Redesco Progetti S.r.l
- Space Planning: EPTA - Emilio Pizzi Team Architects S.r.l.
- Geological Report: Geologist Pietro Simone
in cooperation with the international architecture and innovation firm CRA-Carlo Ratti Associati, which was responsible for defining the overall architectural concept, and the real estate group Lendlease. CRA is also the author of the Feasibility Project for the tender process pursuant to art. 183 paragraph 15 of Legislative Decree 50/2016, as amended and supplemented.
Lendlease Infrastructure Italy won the tender with a project worth approximately Euro 305 million plus VAT, i.e. approximately Euro 338 million overall.
The new campus covers a total area of over 190,000 square meters. The duration of the concession to Lendlease is 30 years, including design (1 year), works (3 years), site management (26 years and 11 months).
Executive planning activities are scheduled to start in the first months of 2021, with the works to be completed by 2025.The development phases of the project that will establish the new science campus of the University of Milan in MIND, the Milan Innovation District.
The development phases of the project that will establish the new science campus of the University of Milan in MIND, the Milan Innovation District.
Consult call for tenders and documents on the project:
Date set for the report to be signed, and for the final design phase to commence.
The RUP sent the bidder the University Advisory Board’s technical review, along with a summary report setting forth its “observations” on the distributive, functional, and technical aspects of the project plan submitted in the tender response.
The bidder was notified of the significance of that document for purposes of delineating the next phases in the project.
Lendlease provided positive feedback on the content of the above-mentioned report, and welcomed the technical suggestions provided, agreeing to take the suggestions into account during the design phase.
The Board of Directors unanimously authorised General Management to submit the adjudication order to the (Italian) National Anti-Corruption Authority (“ANAC”) as required under Art. 32, paragraph 5 of Legislative Decree no. 50 of 18 April 2016 for the creation of the MIND Area of the Scientific Departments, currently situated in the Città Studi and surrounding area.
This was done for the purposes of ANAC’s requirements under the Collaborative Supervision Protocol applicable to public procurement awards, and preliminary to the awarding of the tender in question.
ANAC provided its approval on the tender being awarded.
The Board of Directors approved awarding Lendlease the contract to design, build, and manage the campus of the University of Milan in the MIND area.
Lendlease Infrastructure Italy won the tender with a project worth approximately Euro 305 million plus VAT, i.e. Euro 338 million overall.
The new campus covers a total area of over 190,000 square metres.
The duration of the concession granted to Lendlease was 30 years: one year of design, three years of construction, 26 years and 11 months of site management.
Executive planning activities are scheduled to start in the first months of 2021, with the works to be completed by 2025.
The Administration issued its Award Letter formally awarding the contract to Lendlease, along with the project commencement report, to be executed by the parties.
Lendlease submitted a request to the University for an extension of the final project launch deadline to 1 February 2021. The request was predicated on the need for time to make adjustments to the Feasibility Project submitted at the tender stage, as well as to carry out a series of preparatory operations allowing the parties to set a timetable for the Final Design phase.
The University granted Lendlease’s request for extension.
Within the scope of the vetting process, both on the technical and economic sides, the Administration notified the bidder that the overall financial structure of the project was consistent with the Tender process.
The following suggestions were, however, made:
- the baseline interest rate (the rate stated in the Financial Plan was 15-year IRS at 1.2%) needed to be adjusted immediately to the current rate (0.06%), in order to provide the University with a clear picture of its overall economic undertaking;
- the Financial Plan needed to be revised in accordance with those suggestions, along with the attendant reduction in the “availability charge” line item as tendered.
The bidder supplied the information requested on 11 September, and affirmed its willingness and intent to proceed in accordance with the instructions provided.
To that end, the bidder stated its intent to revise the Financial Plan as annexed to the tender, updating the 1.2% IRS as contemplated in the call for tenders to 0.06% as requested by the University. The aforementioned change required an 8.4% reduction in the “availability charge”, equal to Euro 758,600. Consequently, the annual “availability charge” was reduced from almost 9 million (8,999.01) to 8.24 million Euro per year.
In that same response, the bidder identified a further opportunity for University cost savings, thanks to a restructuring of the funding: an approximately 1% savings over market rates for a large segment of the EIB loan was possible. The attendant savings totalled € 500,000 approximately per year. At the budget-review stage, half of these savings might be used to offset the availability charge, and half to offset the improvement works to be carried out by the licensee.
The bidder stated that those savings would be more specifically calculated during design development but prior to contract signing.
Ernst & Young was engaged to audit the financial sustainability of the 2025-2051 Strategic Plan for University Real Estate (the “Strategic Plan”), aimed at reorganising the University of Milan’s Strategic logistical presence within the Metropolitan Area of Milan, with a focus on reconfiguring the University's footprint into three major campuses, Downtown Milan, Milan Città Studi and the MIND Area (Milan Innovation District).
The Board of Directors took official notice of the Adjudication Board’s completing the tender preliminary-investigation process.
At the end of the review process, the Adjudication Board adjudicated the project submitted by the Ad-Hoc Association of Businesses led by Lendlease as fitting the tender specification.
The project was provisionally approved subject to certain findings and requests for clarification. A further interview with the bidder was therefore required before the tender could be finally adjudicated.
The Administration notified the bidder of the Adjudication Board's findings and requests for clarification for purposes of final adjudication of the tender.
The bidder responded favourably to the Administration's correspondence of 02 July 2020, and stated that it was willing to supplement and modify the technical tender pursuant to the Adjudication Board’s findings.
9 January 2020
opening of tenders
The initial Services Conference is launched
The University submits a request for collaborative supervision to ANAC [National Anti-Corruption Authority]
The Board of Regents takes formal notice of the preliminary investigations conducted by the Administration to ensure that the call for tenders would be published in full compliance with the law, taking notice therefore of the following as well:
- the pre-information notice published on 28 December 2018
- the launch of the preliminary-investigation services conference
- the Administration's decision to move forward with a technical-economic feasibility study as required by law
The technical-economic feasibility study of the LendLease project is completed.
The RUP [Project Tender Director] for the University proceeds with approving the Technical-Economic Feasibility Study
ANAC, with memorandum no. 12291/19 notifies the University that the application for collaborative supervision has been granted
The Public Works Procurement Office formally closes the Preliminary-Investigation Services Conferences, receiving the opinions expressed by all entities involved. Recommendations and instructions are generated by the Municipality of Milan and City of Milan ATS in particular
NCTM, the University’s new external legal counsel (which had replaced GOP in November of 2018), green-lights the University to move forward with the call for tenders, predicated in part on the recommendations and instructions provided by the entities participating in the preliminary-investigation service conference.
Prior to the formal Board of Regents meeting, the Administration expresses a need to make a modification to the Economic-Financial Plan proposed by the Sponsor, with respect to the portion involving the payment of public funds.
The Administration suggests that the public funds would be disbursed over the course of the project, at each interim payment certificate submission, but not at the 90% rate proposed by Sponsor, but rather at a new cost-sharing rate (47%) in accordance with project-financing regulations, and the draft agreement approved by the State Auditor (posted to the MEF site in October of 2018).
The Director of Finance submits a request for a legal opinion from NCTM (Attorney Monaco) on the proposal to take a second look at the public/private cost-sharing arrangement – at the submission of each IPC – changing the ratio from 90% public / 10% private to 53% private / 47% public (thereby matching the stake held by each in the project)
In a memorandum dated 21 March, NCTM as legal counsel confirms that the University has the option, and indeed the right, to insist on the new cost-sharing ratio, which would provide greater safeguards in terms of protecting the public interest, and compliance with specific project-financing rules
The Board of Regents takes formal notice of those issues just prior to the meeting of 19 March, and the need to ask LendLease to revise the Economic and Financial Plan with respect to the public/private cost-sharing ratios.
The Board is likewise advised of the issues discovered with Arexpo (including tax-related problems) relating to the negotiations for purchasing the land on which the Campus would be built
In memorandum no. 30922/19 of 28.03.2019, the Administration, pursuant to the provisions of the Operating Protocol for Collaborative Supervision, submits the following documentation to ANAC:
- Authorisation to contract
- Call for tenders
- Tender regulations.
All the aforementioned documentation is submitted for preliminary assessment to the University’s Board of Regents at its meeting of 26 March, who thereupon expressed a favourable opinion on the same.
The Board would need therefore only to pass a final resolution once the documents were approved by ANAC.
Some Regents submits a request to the Rector to have ANAC notified of the reservations voiced at the meeting of 26 March regarding the new method for public-fund-disbursement (the new 53%-47% split).
ANAC, in its reply (which includes some suggestions with respect to certain components of the call for tenders, and in the draft agreement) concurs that the Administration's choice to have a different public-fund-disbursement method (the new 53% private / 47% public split) was both lawful and indeed in the public interest.
Meeting with LendLease and Arexpo at the Office of the Rector to advise the sponsor of the new public/private cost-sharing split proposed by the University in agreement with ANAC. The Sponsor agrees to review the new terms and to provide a response to the same
One Regent tenders a request to the Rector asking, following a careful review of ANAC’s reply of 8 April, that an explicit response to the request made on 1 April be provided. Thus, the Regent presses the Administration to insist that ANAC provide a specific response to the issue (the greater economic rationality for the University to maintain the original 90% / 10% split).
The University thanks ANAC for the suggestions provided, and writes of its own interest in accepting the instructions as received. ANAC, in that same letter, is advised of the request by a Regent to have a specific response to the question raised regarding whether to confirm the original cost-sharing split.
The terms for an initial preliminary purchase agreement for the land are negotiated with Arexpo, with the advice and counsel of NCTM, with the terms to be reviewed by the appointed notary.
NCTM as external legal counsel submits all tender documents, revised pursuant to ANAC instructions, to the Administration
In response to the query submitted by the Regent on the Board, ANAC replies that it has already (in its initial memorandum of reply) provided all responses on both the law and on the merits, and reiterated its initial position that the public-private split should be 47% / 53% to be disbursed at each IPC
LendLease, in a meeting at the Office of the Rector, submits a new budget drafted pursuant to the Administration's requests (53%-47%).
The new document sets forth additional funding requirements incumbent on the University arising from the new cost-sharing method, totalling (over the course of the contract term) € 4 million.
Therefore, an additional € 140,000 per annum on the management contract was added.
The Administration replies that any additional charges (which were neither previously contemplated nor currently justifiable) would require a new and more in-depth analysis of the entire EFP (budget) in terms of sustainability, and consequently new approvals by the governing bodies.
The administration, with a view toward ensuring the procedure move forward as quickly and as effectively as possible, given the public interest in the transaction, requested that all additional financing charges relating to the new EFP fall on the sponsor.
LendLease advises via email that the Administration’s requests have met with approval, following an initial investigation. That said, a new request for underwriting from the lending banks would be required.
In conclusion, 7 June is set as the deadline for the new EFP, incorporating the Administration's new terms, to be formally submitted to the University.
The Board is advised of the content of LendLease’s email, and takes favourable notice of the fact that no further charges would accrue to the University given the need for greater protection to be afforded to the University as a public entity (as instructed by ANAC) from both a legal and an economic perspective.
The Sponsor memorialises the terms and conditions provided in the aforementioned meeting of 16 April 2019, submitting an Economic-Financial Plan adjusted to meet the aforementioned requirements, along with the underwriting as required by Art. 183, paragraph 9, of Legislative Decree no. 50/2016.
Submission of all tender documents to the Authorities, revised based on instructions provided by ANAC.
ANAC replies to the memorandum of the University of Milan (central division) requesting further information regarding the supply of fixtures, and the method of assessing the draft contract to be provided by the other side.
The Administration provides all responses due, noting that the contract-award criteria would be described in detail in the Technical Specifications detailing the services required (which it encloses for ANAC).
With respect to the quantitative criteria for the “contract term”, it is noted that such provision had not be set in order to accelerate the construction timeline, but rather to reduce the time the buildings would be managed by a licensee, thereby reducing the related rents for the University.
With respect to the purchase of goods (technical fixtures and equipment), the University adjusts the documents to accord with ANAC’s opinion as set forth in memorandum no. 48216 of 14 June 2019.
The Authorities takes note of the clarifications as provided, and thereupon authorised that the call for tenders be published, whilst awaiting subsequent documentation which the University would be required to provide at subsequent junctures during the call for tenders pursuant to Art. 4 and 5 of the Protocol on Collaborative Supervision.
The preliminary purchase agreement for the Expo grounds is signed.
The Administration notifies the Sponsor, LendLease, of the result of its discussions with ANAC, with specific reference to the express termination clause, which would be maintained, albeit with a provision that takes into account the difficulties noted by the Sponsor, and to Art. 28 of the Sponsor’s Draft Agreement, which was deemed by ANAC not to comply with applicable law.
To supplement the previous memorandum of 12 July, ANAC advises that the authorisation to contract must state that the expenses contemplated with respect to those amounts identified as management-contract and service-contract expenses would be covered.
LendLease, in order to provide a prompt response to the notice provided by the University of Milan (Central Division), submits a request for the final version of the amended provisions of the draft agreement in order to review the impact of the same.
The Administration provides LendLease the requested information.
Meeting with LendLease at the Office of the Rector to disclose the changes made to the draft agreement, and to evaluate the reasons for, and the impact of, the same.
LendLease submits a confirmation of acceptance of the amendments to the University of Milan (Central Division), which acceptance is in part predicated on the fact that the Administration's position regarding subcontracting was clarified.
The Board of Regents authorises the publication of the call for tenders.
The call for tenders is submitted to the European Gazette for publication.
Re-determination of the role and composition of the Advisory Board relating to the building of the new Campuin area MIND, pursuant to Rector’s Decree no. 2967/2019.
deadline for submitting tenders.
The Board of Regents takes a favourable view of, but does not yet finally approve, the proposal submitted by LendLease.
The Administration reserves the right to secure other investigatory, technical and legal records and opinions in order to reach a definitive approval of the feasibility study as soon as possible.
DIPE submits its opinion to the University
LendLease receives the new draft agreement proposed by the University.
GOP, as legal counsel, in a memorandum of that same date, expresses a favourable opinion on that draft agreement, finding “that the feasibility study proposed by LendLease may be approved by UniMi and thereafter be utilised as the basis for a call for tenders, pursuant to the provisions of Art. 183, paragraphs 15 and 27 of the Public Procurement Code.”
The Board of Regents provides its final approval on the LendLease proposal.
The first lawsuit by a member of the Board of Regents representing the students (which would be followed by a second suit) is filed in the Lombardy TAR [Regional Administrative Court].
At the jurisdictional hearing, a petition is filed to void the resolutions passed by the Board of Regents on 26 July and 25 September with which the LendLease project was approved.
The petitions are predicated on the claim that the Regents failed to properly investigate the matters whilst the motion to pass the resolution was being considered, in that the Administration had only allowed a portion of the documents to be reviewed, and even these were not supplied with the notice required under the Board’s Bylaws.
The suit filed by the Regent representing the students is dismissed by the Lombardy TAR.
The Board passes a resolution to ratify its prior resolution of 25 September 2018.
The Resolution of 8 November 2018, therefore, includes:
- the incorporation of the Campus project into the three-year Works Programme for the University (2018/2020)
- approval of the feasibility of the proposal submitted by LendLease (previously assessed and granted a preliminary green-light by the Board in its meeting of 26 July 2018, with the updated version, which followed upon requests for changes submitted by the University to LendLease at the 25 September 2018 meeting)
- authorisation of the launch of a call for tenders pursuant to Art. 183, paragraph 15, of Legislative Decree no. 50/2016 (project finance), predicated on the feasibility study (from a technical and economic standpoint) submitted by LendLease, in its most recent version as updated during the meeting of 25 September 2018.
In order to launch a preliminary-investigation Services Conference, deemed necessary to ensure proper tender procedures were followed, all necessary documentation is sent to the Procurement Office for Public Works
By the 31 December deadline contemplated by Art. 70 of the Public Procurement Code, the Administration would send the GUCE the notice of a pre-information.
On that same date, the notice is posted to the section on the University of Milan website dedicated to calls for tenders.
Consideration is first given to the option for the University to use the grounds of the former 2015 Universal Expo centre in order to create a campus to which classroom and laboratories for the science departments, then located in Città Studi, might be removed
A resolution by the Board of Regents authorises the Rector to look into the possibility of the University engaging in developing the Expo grounds, an approach which would be ratified by the Academic Senate that same year.
The Academic Senate authorises the Rector to express the University’s interest to Arexpo (the owner of the 2015 Expo grounds) to transfer certain educational and scientific activities of those departments then positioned in Città Studi and the outskirts of the city to the former 2015 Expo grounds. The expression of interest is, however, predicated on a series of essential terms and conditions for the University to enter into a binding agreement. These are: the availability of the land, economic sustainability, a pledge to create a campus fitted out with those facilities and amenities typical of the most cutting-edge international university campus, and the full and active involvement of all institutional stakeholders interested in the project.
The Pact for Lombardy supplements the 8 million Euro contemplated under the stability law with Euro 130 million. With the financial sustainability for the project now determined, work begins on analysing and studying the plan in close cooperation with the departments that would be affected by the removal.
The Board of Regents and the Academic Senate approve the document entitled “Project Criteria for the University of Milan Campus at the 2015 Expo Grounds”, created as part of a collaboration with the Polytechnic of Milan, and which was triggered by the needs expressed by those in various disciplines. The document sets forth the criteria, in terms of infrastructure, services, and placements, which would need to be met in the site's Master Plan (for which Arexpo had launched an international call for tenders).
Green lights from both of the University’s governing bodies open the door to the realisation phase for the new Science Campus. The Master Plan with the winning tender under the Arexpo competition (LendLease) does in fact incorporate the criteria for the project proposed by the University. On the other hand, in terms of the financial coverage for the project, two alternative procedures are identified, a traditional call for tenders, and project financing, LendLease prepares a proposal for a public-private partnership to be submitted to the Board of Regents on 26 July 2018.