Description

ABOUT THE COURSE

Contracts and legal agreements are at the heart of any public-private partnership transaction. With sound “win-win” agreements, grounded in the Rule of law, PPPs achieve the objectives set forth by governments. With poorly structured agreements, PPP projects are doomed to fail. With tens and even hundreds of millions of dollars at stake, it is imperative that time and money are well spent in designing good PPP contracts.

In this course, participants will learn “best practices” in creating, negotiating, and implementing sound “win-win” PPP contracts. Through the use of presentations, case contract reviews and simulation exercises, participants will deepen their understanding of the key elements of successful PPP contracts, how risks are effectively allocated, and how to develop negotiation skills. The issue of how to handle disputes in contracts will also be reviewed. COINMAC’s team of training experts offers practical experience with top presentation skills. Participants who successfully complete the course requirements will receive a Certificate of Achievement.

COURSE OBJECTIVES 

By the end of the course, participants will have achieved the learning outcomes provided below.

• Illustrating how to structure “win-win” agreements for PPP infrastructure projects between public agencies and private investors
• Illustrating how to develop effective legal contracts within a regulatory framework
• Illustrating how to analyzing and drafting legal documents including implementation agreements, “take or pay” agreements, operating agreements, and essential financial agreements
• Evaluating international “best practices” to improve negotiating position vis-á-vis international investors
• Illustrating how to reduce costs and delays in procurement and project development by using model contracts and effective negotiation strategies
• Creating your own legal agreement Action Plan to implement in your organization
• Networking and building professional relationships with your fellow participants, leading government and private sector infrastructure contract specialists, attorneys, and business professionals

COURSE CONTENT

Module I:  Public-Private Partnerships (PPP) Contracts in Infrastructure

• Applications of investment acts and laws to PPP concession law requirements
• Review of various types of PPP contracts: service/ management contracts, leases, BOT concessions, and divestiture
• Selecting and applying the most appropriate PPP technique
• Balancing between contract terms and regulatory requirements
• Understanding the security package of interlocking agreements: supply, O&M, take-orpay, financing, and other agreements
• Case examples from the transportation, energy, water, health, education, and other infrastructure sectors

Module II: Contract Risk Identification and Allocation: Creating the Legal Due Diligence Checklist

• Identifying all relevant project risks: engineering, financial, economic, design/build, political, social
• Developing a risk matrix to evaluate, allocate, and mitigate risks for all relevant stakeholders
• Understanding possible government guarantee requirements
•  Determining the elements of the legal due diligence and linkages to risk management

Module III: Developing the Key PPP Contract Clauses

• Parties to a contract(s) and roles/responsibilities/risk allocation
• Technical terms and performance requirements
• Financial terms and performance requirements
• Dispute resolution and arbitration clauses
• Review of sample PPP contracts for strengths and weaknesses

Module IV: Procurement Procedures, Award, and Negotiation

• Understanding the PPP procurement cycle
• Linking technical/financial feasibility to the procurement process
• Managing a PPP procurement and award announcement in an accountable and transparent way
• Key negotiation planning strategies

Module V: Institutional Requirements to Structure Bankable PPP Projects

• Capacity requirements necessary to conduct feasibility studies, risk allocation, and financial modeling and rationale for PPP Units
• Using a PPP Unit to structure, promote, and monitor viable PPP projects; institutionalize the procurement process; and ser