PUBLIC-PRIVATE
PARTNERSHIPS (P3)
ISSUES, SOLUTIONS AND
WHAT’S NEXT?
Chet Mitrani, Executive Vice President
Willis North America
September 20, 2012
LBJ EXPRESS
2
WHAT IS A PPP?
A Public-Private Partnership is a
contractual agreement between a public
agency (federal, state or local) and a
private sector entity. Through this
agreement, the skills and assets of each
section (public and private) are shared in
delivering a service or facility for the use
of the general public. In addition to the
sharing of resources, each party shares
in the risks and rewards potential in the
delivery of the service and/or facility.
PUBLIC - PRIVATE PARTNERSHIPS
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P3 PROJECTS
Bluebonnet Contractors, LLC
Ferrovial Agroman / W.W. Webber
Concessionaire NTE Mobility Partners, LLC
Cintra / Meridiam Infrastructure
Trinity Infrastructure, LLC
Ferrovial Agroman / W.W. Webber
Concessionaire LBJ Infrastructure Group, LLC
Cintra / Meridiam Infrastructure
$1.45 Billion
$2 Billion
MAT Concessionaire, LLC
Bouygues Civil Works / Meridiam Infrastructure
$700 Million
Central Texas Highway Constructors, LLC
Ferrovial Agroman / Zachry Construction
Concessionaire – SH 130 Concession Co, LLC
Cintra / Zachry Infrastructure
Co-Broker with Marsh
PUBLIC - PRIVATE PARTNERSHIPS
Segments 5 & 6
$1 Billion
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CURRENT P3
Fraser Transportation Group
ACS Infrastructure / Dragados Group / Zachry
South Fraser Perimeter RD
Project
Vancouver, CA
$700 Million
NTE Mobility Partners – Segments 3A / 3B
Cintra / Meridiam
PUBLIC - PRIVATE PARTNERSHIPS
Fort Worth
$1.3 Billion
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COMPREHENSIVE DEVELOPMENT
AGREEMENT (CDA)
1. Current Types Of CDAs
 Design / Build
 Pre-Development Agreements
 Concession Agreements
2. CDA procurement
 Unsolicited
 Independent Proposals submitted at TxDOT’s request
3. Project Transfer To TxDOT
 At the end of the CDA term (Concession)
 Transfer occurs after construction (Design/Build)
PUBLIC - PRIVATE PARTNERSHIPS
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CURRENTLY EXECUTED CDAs IN
TEXAS
PROJECT
DESCRIPTION
COST OF
CONSTRUCTION ($)
1
DFW Connector (Oct-09)
Design/Build w/Maint Opt
1.5 billion
2
I-635 / LBJ Freeway (Sept-09)
Concession
4 billion
3
North Tarrant Express Seg 1 & 2W
(Jun-09)
Concession
1.1 billion
4
North Tarrant Express Seg 2-4 (Jun-09)
Master Development Plan
750 million up to 4 billion
5
SH 130 Segments 5 & 6 (Mar-2007)
Concession
1.35 billion
6
SH 130 Segments 1 - 4 (2002)
Design/Build w/Maint Opt
1 billion
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I-35 TTC (2005)
Master Development Plan
4.4 billion
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Toll Integrator (2004)
Design/Build Raytheon
68 million
PUBLIC - PRIVATE PARTNERSHIPS
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CONVENTIONAL PROJECT
DELIVER: DESIGN-BID-BUILD
In the United States, most transportation projects are delivered using the
Design-Bid-Build “(DBB”) model
Public Owner
 Designs project to 100% PS&E
 Breaks project up into biddable scopes
 The bidder submitting the lowest responsive bid is awarded the contract
 Pays invoices out of available tax revenues and/or bond proceeds
 Operates and maintains project itself or through separate contractor
 Keeps integration, traditional construction, long term performance and
revenue risks
Private Parties
 Design the project and perform construction under standard construction
contracts and specifications
 Have conventional rights to claims and change orders
PUBLIC - PRIVATE PARTNERSHIPS
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CONVENTIONAL PROJECT
DELIVER: WHY CHANGE?
 DBB works well for many projects, but there are situations in which P3s
can offer outcomes not available otherwise
 Capture private sector innovation early in project development
 Accelerate project delivery
 Fix costs / completion date early in design phase
 Encourage lifecycle cost efficiencies and quality facility performance
 Shift risks and reduce claims that under DBB are public’s responsibility
 P3s can offer more upfront capital formation than muni revenue bonds
 Tax-exempt bond market has more conservative debt coverage ratios
 Investor classes are different, offering different risk appetites
 Private investors are willing to take more risk on toll revenues
performance
 Tax exempt borrowing rates available through $15B federal PABs
program
 Accelerated depreciation creates significant value for private equity
PUBLIC - PRIVATE PARTNERSHIPS
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P3 SCREENING AND
STRUCTURING
INPUTS
SCREENING
OUTPUTS
Technical
Project Characteristics
P3 Contract
Terms
Legal
• P3 or Conventional
• If P3, Which Type?
Sponsor Priorities
PUBLIC - PRIVATE PARTNERSHIPS
Competition
Structure
RFP Submittal
Requirements
Evaluation
Criteria
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TYPES OF P3 CONTRACTS
 Design – Build – Finance
 Availability Payment Concession
 Toll Concession
 Pre-Development Agreement
 Asset Lease
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PUBLIC PRIVATE PARTNERSHIPS
INFRASTRUCTURE
CONTRACTUAL STRUCTURE – RISK ALLOCATION
LENDERS / BONDS
Equity
Sponsor
A
Senior & Subordinated
Equity
Sponsor
B
Equity
Sponsor
C
PUBLIC ENTITY
Loan Agreement
Concession Agreement
Financial Covenants, Remedies,
Reserve and Insurance
Requirements and Flow of Funds
Performance requirements, Risk
Allocation, Schedule, Force Majeure,
Relief Events
PROJECT COMPANY
Special Purpose Vehicle
EPC Contract
Insurance Requirements
Sources and forms
of Insurance and
Guarantees
CONSTRUCTION
CONTRACTOR
Sub-contracts
Sub-Contractor
PUBLIC - PRIVATE PARTNERSHIPS
Supplier Contract
SUPPLIER
Sub-contracts
Sub-Contractor
O&M Contract
Sources and forms
of Insurance and
Guarantees
Insurance Requirements
O&M
CONTRACTOR
Sub-contracts
Sub-Contractor
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TYPES OF P3 COMPETITION
STRUCTURES
Competitive Hard Bid
 RFP requires:
 Committed pricing and financing
 Detailed technical proposal in response to pre-defined project
 Award based on value or auction
Best Development and Finance Plan
 RFP Requires:
 Recommended approach to developing and financing project within
specified general concept
 Qualifications to work as successful private partner
 Degree of sweat equity and capital committed to pre-feasibility phase
 Award based on best plan, qualifications and pre-feasibility cost-sharing
PUBLIC - PRIVATE PARTNERSHIPS
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TYPES OF P3 CONTRACTS
DESIGN – BUILD – FINANCE
Suitable When Project Is:
 Close to environmental clearance
 Sufficiently designed for developer to guarantee price I completion date
 Not 100°/o designed, to permit developer innovation
 A gap exists between total project capital costs and identified public funding
sources
 The timing of available funding is spread over time and does not allow for levels
of upfront capital needed to do the project
 Savings from accelerated project delivery outweigh cost of private sector
financing
Public Owner
 Performs conceptual I preliminary design
 Achieves environmental clearance
 May provide some, but not all, capital funding
PUBLIC - PRIVATE PARTNERSHIPS
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TYPES OF P3 CONTRACTS
DESIGN – BUILD – FINANCE
Public Owner (cont.)
 Oversees design and construction
 Operates and maintains the project
 Keeps long term revenue risk
Developer
 Designs and builds the project
 Assumes integration of design and construction and other development
risks conventionally retained by public agencies
 Finances the owner's shortfalls in cash flow
 Provides debt financing via one or more mechanisms (i.e., deferred
payment schedule, contractor loan, subordinated debt, financing of
change orders)
 Assumes interest rate risk on its financing
 Guarantees price / completion
PUBLIC - PRIVATE PARTNERSHIPS
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TYPES OF P3 CONTRACTS
DESIGN – BUILD – FINANCE
Results In:
 Greater price certainty with a lump sum price I guaranteed delivery date
 Cost and time efficiencies
 Provides owner cash flow financing, as needed
Examples
 Florida DOT
 1-75 Road Expansion Project ($430M)
 95 Express ($122M)
 SR-5 (US-1) Project ($112M)
 Michigan DOT
 1-69 Reconstruction in St. Clair County ($38M)
 1-75/M-21 (Corunna Road) Bridge ($7.3M)
PUBLIC - PRIVATE PARTNERSHIPS
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TYPES OF P3 CONTRACTS
AVAILABILITY PAYMENT
CONCESSION
Suitable When
 Public owner has identified a dedicated source of revenue for the
project (toll revenue or other source)
 Public owner desires life-cycle cost efficiencies
 Public owner wishes to retain direct toll rate setting authority and
collection
 Revenue or traffic volume is difficult to predict
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TYPES OF P3 CONTRACTS
AVAILABILITY PAYMENT
CONCESSION
Public Owner - Same as Design-Build-Finance, except:
 Pays private party based upon project availability and performance
over extended period
 Liable for fewer claims and change orders than DBF
Developer- Same as Design-Build-Finance, plus:
 Operates and maintains the project for contract term (35 - 50 years)
 Assumes life cycle performance risks
 Primary compensation is through availability payments
 May also receive milestone payments from the public owner upon
reaching certain construction milestones
 May receive federal tax benefits due to deemed "tax ownership"
PUBLIC - PRIVATE PARTNERSHIPS
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TYPES OF P3 CONTRACTS
AVAILABILITY PAYMENT
CONCESSION
Availability Payments
 Unitary payments for capital expenditures, O&M expenditures and financing costs
 Amount bid by the developer as part of its proposal
 Made periodically after substantial completion (e.g., monthly)
 Fixed amount that may:
 Be adjusted downward based on developer's performance with respect to quality,
safety, lane availability, environmental provisions, etc.
 Be adjusted by changes in an index (e.g., CPI)
 Structure encourages early completion of the construction phase and quality facility
performance
Examples
 Florida DOT - 1-595
 Florida DOT - Port of Miami Tunnel
 British Columbia MOT - Sea to Sky Highway
PUBLIC - PRIVATE PARTNERSHIPS
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TYPES OF P3 CONTRACTS
TOLL CONCESSION
Suitable When
 Project will directly generate revenues
 Traffic and revenue risk can be efficiently transferred to private
sector
 Political support exists for private sector toll collection and
enforcement
Public Owner - Same as AP Concession, except:
 Contributes no or limited public funds to project costs
 Decides on toll rate setting mechanism over contract life
 Relieved of all or most toll revenue risk
 May receive share of toll revenue as/when benchmarks met
 Possibly receives upfront payment from the developer
PUBLIC - PRIVATE PARTNERSHIPS
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TYPES OF P3 CONTRACTS
TOLL CONCESSION
Developer - Same as AP Concession, plus:
 Collects tolls in accordance with rate-setting mechanism
 Assumes all or most project traffic and revenue risk
 May share excess toll revenues with public owner
Examples
 TxDOT - SH 1307 Segments 5 and 6
 TxDOT- North Tarrant Express
 TxDOT - I-635
 Virginia DOT - I-95/395 HOT Lanes
PUBLIC - PRIVATE PARTNERSHIPS
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TYPES OF P3 CONTRACTS
PRE-DEVELOPMENT AGREEMENTS
Suitable When
 Project not yet completely defined
 Financial feasibility not yet determined, but preliminarily has good
potential
 Public owner seeks private sector innovation in defining and
accelerating an optimally feasible project
 Environmental analysis is in the early stages
Procurement and Award
 Public owner procures Developer on basis of "best development
and financial plans"
 Awards contract with two phases:
 Initial phase to determine feasibility
 Implementation phase
PUBLIC - PRIVATE PARTNERSHIPS
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TYPES OF P3 CONTRACTS
PRE-DEVELOPMENT AGREEMENTS
Initial Phase
 Public and private partners "co-invest" in pre-development activities
 Public owner retains complete control over environmental clearance process,
with Developer performance of technical studies
 Developer participates in project planning and design
 Developer prepares master financial plan and master development plan
 Developer may absorb some or all of its initial phase work - "sweat equity"
 If project proves feasible, Developer has right of first negotiation for the
agreement(s) covering the implementation phase
 If unable to reach agreement, public owner retains right to separately procure
Implementation phase agreements can take form of:
 Design-Build-Finance
 Availability Payment Concession
 Toll Concession
PUBLIC - PRIVATE PARTNERSHIPS
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TYPES OF P3 CONTRACTS
ASSET LEASE
Public Owner
 Leases existing asset to private partner
 Gets up front payment from private partner (monetizes the asset)
 Gets facility back at the end of the lease
Private Partner
 Gets right to any revenues (e.g., fees, tolls) from the facility
 Implements fees I tolls in accordance with lease requirements
 Maintains the facility in accordance with lease requirements
Examples
 Indiana Toll Road ($3.8B up front payment; 75 year lease)
 Chicago Skyway ($1.8B up front payment; 99 year lease)
 Pocahontas Parkway (Pay off $500 M of existing debt, upgrade facility and cover other
VDOT expenses; 99 year lease)
Asset leases have been particularly controversial
PUBLIC - PRIVATE PARTNERSHIPS
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CDAs & RISK ALLOCATION
CDAs DELEGATE
RISK TO THE
PARTIES BEST ABLE
TO MANAGE IT.
Assign to Owner
Assign to Developer
Shared Risk
Concession Program Differs from Design / Build
PUBLIC - PRIVATE PARTNERSHIPS
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RISK ALLOCATION & CONTRACTING
ALLOCATING OTHER RISKS
 Right of Way
Who can best control the risk?
Who can best manage the risk?
 Utility Relocations
 Differing Site Conditions
 Force Majeure
Are contractors willing to
assume the risk?
 Hazardous Materials
 Paleo / archaeo / bio
How much will it cost?
 Permits
 Railroads
PUBLIC - PRIVATE PARTNERSHIPS
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DIFFERENT PROJECT DELIVERY
TYPES & RISK SHARING1
RISK TYPE
DESIGN
BID
BUILD
DESIGN
BUILD
AVAILABILITY
PAYMENT
DESIGN BUILD
FINANCE O/M
(PASSTHROUGH)
CONCESSION
FINANCE O/M
50 YEARS
Environmental Approval
Owner
Owner
Owner
Owner
Owner
Environmental
Compliance
Owner
Shared
Developer
Developer
Developer
Financing
Owner
Owner
Developer
Developer
Developer
Design
Owner
Developer
Developer
Developer
Developer
ROW Acquisition
Owner
Shared
Developer2
Developer2
Developer2
Utility Delays
Owner
Shared
Developer
Developer
Developer
Construction
Shared
Shared
Developer
Developer
Developer
Schedule Delays
Shared
Developer
Developer
Developer
Developer
O&M
Owner
Owner
Shared
Developer
Developer
Traffic & Revenue
Owner
Owner
Owner
Shared
Developer
1 Actual Risk Allocation may vary by specific project
2 Eminent Domain risks and delays retained by the owner
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… SHARED RISK ALLOCATION
PUBLIC
RISK TRANSFER BY MODEL
DESIGN / BUILD
D/B/FINANCE
D/B/F OPERATIONAL /
MAINTENANCE
PRIVATE
BUILD-OPERATETRANSFER /
CONCESSION
Regulatory
Regulatory
Regulatory
Regulatory
Approvals
Approvals
Approvals
Approvals
Environmental
Environmental
Environmental
Environmental
Customer Acceptance
Customer Acceptance
Customer Acceptance
Customer Acceptance
Design
Design
Design
Design
Traffic / Rev.
Traffic / Rev.
Traffic / Rev.
Traffic / Rev.
Finance
Finance
Finance
Finance
Technology
Technology
Technology
Technology
R-O-W
R-O-W
R-O-W
R-O-W
Construction
Construction
Construction
Construction
O&M
O&M
O&M
O&M
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INSURANCE ISSUES FOR DESIGN AND
CONSTRUCTION PROFESSIONALS
INVOLVED IN A PPP PROJECT
Insurability
 PPP agreements must always be carefully checked against the
professional liability policy
 In the event that terms and conditions appear uninsurable, make
sure that the Concessionaire understands that their interests –
even if for a lesser amount -- are better served by an insured claim
that by a potentially larger claim that has no insurance support
PUBLIC - PRIVATE PARTNERSHIPS
KEY PPP PROJECT INSURANCES INSURANCE REQUIREMENTS
Construction Period
 Construction “All Risks”
 Construction “All Risks” Terrorism
 Soft Costs/Delay in Opening
 Third Party Public Liability
 Statutory Insurances (Workers Compensation/EL)
 Professional Liability (Design and Build)
 Pollution Legal Liability
 Auto Liability
 Railroad Protective Liability
PUBLIC - PRIVATE PARTNERSHIPS
KEY PPP PROJECT INSURANCES INSURANCE REQUIREMENTS
Operational Period
 Property Damage “All Risks”
 Property Damage “All Risks” Terrorism
 Business Interruption
 Third Party Public and Products Liability
 Statutory Insurances (Workers Compensation/EL)
 Pollution Legal Liability
 Auto Liability
 Professional Liability
PUBLIC - PRIVATE PARTNERSHIPS
WHY ARE THESE INSURANCES
REQUIRED?
 They protect the Public Agency, SPV, Lenders and other parties
with an insurable interest in respect of
 physical loss or damage to Project property/assets
 earnings and additional costs of the SPV in respect of the above
 incurred Third Party Legal Liabilities (bodily injury and property
damage)
 Without insurance the SPV could not accept the financial
consequences of such risk events occurring
PUBLIC - PRIVATE PARTNERSHIPS
WHY IS THE INSURANCE REGIME
UNDER PPP DIFFERENT TO
STANDARD PROCUREMENT?
 The Public Agency, Lenders and others with an insurable interest
sit inside the insurance mechanism as a co-insured taking direct
benefit for their separate insurable interest
 Insurances to be procured on a project specific basis and not
derived from parent company program.
 Public Agency guidelines and Lender requirements seek to ensure
specific conditions are in place defining the duties of the parties to
the Project in terms of the operation of the ‘required insurances’
PUBLIC - PRIVATE PARTNERSHIPS
WHAT ARE THE KEY CONDITIONS
OF A PPP INSURANCE REGIME?
 Waiver of subrogation (Multiple Insured Clause)
 Separate policy
 Waiver of disclosure of material information
 No obligation for premium payment
 Additional insured
 Control of claim monies (Loss Payee)
 Notification of change in cover
 Notice of cancellation and subsequent step in rights of various
parties to the Project
PUBLIC - PRIVATE PARTNERSHIPS
PPP INSURANCES –
CONSIDERATIONS & SOLUTIONS
 Relief Events and Force Majeure
 Premium increases– who bears the risk?
 Insurance market capacity and market participants
 Uninsurability
 Excesses/Deductibles – who pays?
 Meeting bid/tender requirements - what level of information is
required – insurance proposals must remain “fluid” and negotiable
until final design and construction timetable is known
 Cost of insurance – provision for cost of insurance in the Financial
Model; prevailing market cost + contingency amounts
PUBLIC - PRIVATE PARTNERSHIPS
PPP INSURANCES –
CONSIDERATIONS & SOLUTIONS
 Phased completion timetable
 Overlap of ALOP/BI
 Pre-existing property
 Latent Defects
 Environmental/Contamination issues
 Contractor’s plant and equipment
 Terrorism risk
 Marine/Transit
PUBLIC - PRIVATE PARTNERSHIPS
PPP INSURANCES –
CONSIDERATIONS & SOLUTIONS
Uninsurability
 Definition of trigger of Uninsurability – what is the test?
 What happens to the risk if it becomes uninsurable
(Termination/Public Agency “insurer of last resort”)
PUBLIC - PRIVATE PARTNERSHIPS
WHAT DOES THIS MEAN FOR THE
PROJECT INSURANCES?
 Contractor/Lender uncertainty over “the risk of insurance” – cost




and availability
Fear of the unknown from insurers on contractual requirements of
PPP
No established insurance market experience of some risk
exposures through PPP contracts
Unpredictable insurance market cycles
Sector specific claims impacting on competitive terms and also
cost provision in Financial Model
PUBLIC - PRIVATE PARTNERSHIPS
RECENT TRANSACTIONS:
CREATING MOBILITY OPTIONS WITHIN EXISTING
HIGHWAY CORRIDORS
If a public owner is interested in adding managed lanes to an existing
facility, it might benefit from comparing two recent managed lanes projects:
 I-595 Corridor Roadway Improvements Project (Florida DOT)
 North Tarrant Express (Texas DOT)
I-595 Corridor Roadway Improvements Project Background:
 Project covers 10.5 miles along I-595 in Fort Lauderdale, Florida
 Improvements to the existing freeway and interchanges and the addition of
reversible, congestion-priced managed lanes
 $1.28 construction and 35 years of O&M (both free and managed lanes)
 First availability payment-based P3 in the United States
 Florida DOT unable to currently finance the project using DBB
 Winning price - $275M under Florida DOT estimates (present value)
 Successful financing despite economic crisis (bank financing)
PUBLIC - PRIVATE PARTNERSHIPS
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RECENT TRANSACTIONS:
CREATING MOBILITY OPTIONS WITHIN EXISTING
HIGHWAY CORRIDORS
North Tarrant Express Background
 Toll concession and pre-development agreement
 Phase 1 - 52 year toll Concession
 Rebuild 13 miles of I-820/SH 183; add 2 new tolled managed lanes
‒ Financing Package - $2.05 B
‒ $400M of Private Activity Bonds - 30 year maturity
‒ $650M TIFIA credit - 40 year term
‒ $570M in public sector funding
‒ $427M in equity from private partner (includes $43M from Dallas Police and Fire
Pension System) - First time a U.S. pension fund has directly invested equity in a
U.S. P3 project
 Remaining Phases - Pre-Development Agreement
 Texas DOT Goals for Phase 1:
 To shift construction, lifecycle, performance and availability risks
 To shift revenue risk, subject to rate setting restrictions and revenue sharing
 Texas DOT used a toll concession to close funding gap
 Reached financial close December 2009
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RECENT TRANSACTIONS:
CREATING MOBILITY OPTIONS WITHIN EXISTING
HIGHWAY CORRIDORS
Comparison of I-595 and NTE
 Both are complex, urban projects that involve reconfiguring and
reconstructing existing Interstates to add managed lanes and
make other improvements
 Contrasting Agency Goals
 Florida DOT - Maximize project availability (both managed lanes
and general purpose lanes)
 Texas DOT- Minimize state funding for the project
 Availability Payments vs. Toll Concession (Reflection of Goals)
 Florida DOT - Kept toll revenues and used an availability
payment concession to achieve its goals (first such U.S. deal)
 Texas DOT- Shifted toll revenue risk to achieve its goals
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CURRENTLY IN PROCUREMENT
PROJECT
CITY
LIMITS
DELIVERY
METHOD
TOTAL
COST (4)
1 Grand Parkway SH 99
Houston
F1, F2 and G
Design / Build w/
Maint Opt
1.5 billion
2 Interstate 35 E
Dallas
LBJ 635 to Denton
Concession or D /B
4 billion
3 North Tarrant Express
Ft Worth
Seg 3 A and 3 B
Concession and
D/B/B
500 million
4 The Horseshoe
Dallas
I 35 I 30
interchange
Design / Build or
Concession
600 million
5 Border Highway Loop 375
PUBLIC - PRIVATE PARTNERSHIPS
Design Build
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WHAT’S NEXT?
PROJECT
DESCRIPTION
Washington D.C.
RFI August 12
DDOT
22 Mile Priority Streetcar System
Potential PPP
Design, Construction, Finance, Ongoing Operations and Maintenance
Allentown, PA
September 2012
Capital Value: $100 Million
Water Lease
City Water & Sewer System
PPP – Up to 50 Years
San Juan, Puerto Rico
Planning
Capital Value: $360 Million
Light Rail
PPP
5.3 Miles
Odessa, Texas
July 2012
Capital Value: $120 Million
Desalination Plant
Water Supply
Design, Build, Finance, Operations
Ontario, Canada
RFQ September 2012
Capital Value: $350 Million
Providence Care Hospital
PPP
Design, Build, Finance and Maintenance
Gloucester – Salem, NJ
RFI November 2012
Capital Value: $326 Million
Wastewater Treatment Plant
Potential PPP
Universities
University of California – Student Housing, Hotels
University of Kentucky – Residence Halls
Ohio State – Parking Garage, Lots
University of Arizona – Student Housing
Note: American Water Works Association identified the need for $1 Trillion over 25 years in the drinking water sector and waste water.
PUBLIC - PRIVATE PARTNERSHIPS
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