130813 chris clifton presentation to rmit ppp operations phase

RMIT – Construction, Planning and Design 3 PPP Operations Phase Chris Clifton, 13 August 2013

Agenda

1.

Plenary Group - Overview

2.

PPP Project Phases

3.

Key elements within the Operations Phase

4.

Approach to Asset Management

5.

What makes a good contract?

6.

Conclusion

1

Overview of Plenary Group

Introduction −Infrastructure & Property Group established 2004 Cumulative Project Capitalisation

−Canadian business established 2005

12,000 10,000

−Largest specialist PPP team in both

$ millions

−Equity Investor, Developer and Asset Manager

11,154

8,000 5,721

6,000 4,489 4,000 2,021

Australia & Canada

2,711

2,000 220 0

−Manage nine Australian and eleven

2006

2007

2008

2009

2010

2011

Year

Canadian PPPs - $11bn+

2

Plenary Group Approach Success based upon extensive financing / structuring experience, maintaining relationships and a focus on long term

−Assume Sponsor and Developer role (Leadership) −Return ownership interest in projects for long term (Alignment)

−In-house project management expertise, at bid, during construction and throughout the operations phase (Stewardship) −Responsible for financing (commercial structuring, debt & equity terms, financial modelling, due diligence etc)

3

Projects - Australia

Victorian Comprehensive Cancer Centre The Victorian Government has contracted Plenary Health to design, build, finance and maintain the Victorian Comprehensive Cancer Centre (VCCC). The VCCC is a unique and ambitious endeavour; a New Centre on a landmark Melbourne site, in a famous biomedical precinct.

The facility will be purpose built for cancer research, treatment and care and will be the new home for Peter MacCallum Cancer Centre. The centre brings together this powerful alliance in a collaborative work environment for world-leading research, education and clinical activities.

The 130,000m2 VCCC will be built over 13 levels.

Location:

Melbourne, Victoria, Australia

Client:

Victorian Government

Value (NPV):

A$1 billion

Builder:

Grocon/PCL Joint Venture

Architect:

Design Inc/Silver Thomas Hanley Joint venture with McBride Charles Ryan

Financial Close:

Dec 2011

Completion Date:

Early 2016

Duration:

25 years

Gold Coast Rapid Transit The GCRT is a $1 billion 18 year Public Private Partnership contract with the Queensland State Government to design, build, finance, operate and maintain a light rail public transportation system.

Consisting of 14 light rail vehicles and 16 stations, the Gold Coast Rapid Transit project will service a 13 kilometre route between the Gold Coast University Hospital and Broadbeach.

Location:

Gold Coast, Australia

Value:

$1 billion

Builder:

McConnnell Dowell

Franchise Operator:

KDR Gold Coast

Vehicle:

Bombardier

Duration:

15 years

5

Australian Defence Force’s Single Living Environment and Accommodation Precinct (LEAP), Phase 2 Plenary Group has partnered with a consortium of regional construction firms and ESS Support Services to finance, design, construct, operate and maintain 3,015 accommodation units. The accommodation units will be delivered at 14 military bases across Australia.

Location:

All mainland States and Territories

Value:

$900 million

Builder:

Watpac, Sitzler, Richard Crookes, Pndan, Built Environs

FM Partner:

ESS Support Services

Duration:

33 years

Melbourne Convention Centre The Victorian Government announced on 22 February 2006 that the Plenary Group consortium was the successful bidder to deliver this landmark economic asset. The new Convention Centre is a Six Star Green Star, 5,000 seat facility. The project also includes a Hilton hotel, a new Maritime Museum, a lifestyle retail precinct with 100,000m2 of shopping, office/residential building and food and beverage precinct on the banks of the Yarra. It was completed on time and on budget in 2009.

Location:

Melbourne, Australia

Value:

$1.4 billion

Builder:

Brookfield Multiplex Construction

Architect:

NH Architecture / Woods Bagot

Services:

Brookfield Multiplex Asset Management

Duration:

25 Years

6

TYPICAL CONSORTIUM STRUCTURE

Financial Advisory

Equity

Special Purpose Vehicle (SPV)

Debt

Technical Advisory

Design & Construct

Facility Maintenance

Consultants

Other Advisors

Car park or Commercial Operators

OPERATIONS

PHASE

Core vs Contracted Services “Place the risk with the party best able to manage it”

• Operator (State) retains the “Core Services” • The SPV (Private Sector) undertakes the “Contracted Services”

OPERATIONS

PHASE

Core vs Contracted Services • Typical Contracted Services include: • Help Desk and General Management Services • Building Management Services • Car Parking Services

• Utilities Procurement and Management • “Soft” Services – Cleaning, Security

HOW PPP

CONTRACTS WORK IN THE

OPERATIONS

PHASE

•

Fixed Inflation linked Quarterly Payment over the Operations Phase

•

The State pays for the “Availability” of the Asset

•

Abatements can apply for failing to meet response and/or rectification

times •

Availability failures (an area not meeting the required standard)

•

Quality Failures (a failure of process or reporting).

•

Usually 10 QF points can apply per month before an abatement is applied.

APPROACH

TO

ASSET MANAGEMENT

What does the SPV Manager do?

•

More than 50 Contracts to manage – State, Finance, D&C, O&M, Others

•

State wants a single point of contact for all Project matters

•

Protect the investment – Risk and Compliance Management, Transition

Management, Certainty of delivery •

Assist partners in their understanding of the contracts and obligations

•

Foster a spirit of teamwork

APPROACH

TO

ASSET MANAGEMENT

Contracts and Agreements Securities

State Docs Project Deed Schedules (x7)

Exhibits (x13) Construction Licence DCOM Side Deed Debt Finance Side Deed

Project Co Docs

Finance Docs

Borrower Security

Securitised Lease Structure

Common Terms Deed

Project Security

XX Holdings PL

Security Trust Deed

PC Featherweight Charge

XX PL

Syndicated Facility Agreements

XX Trust Featherweight Charge

XX Holdings Nominees PL

Equity Subscription Deed

ASIC Forms (x7)

XX Asset Management Nominees PL

FC Side Letter (Debt) ISDA Agreements

XX Finance PL

IR Deed of Appointment Payment Directions Deed Securitisation Agreement State Deed of Charge

D&C Docs

D&C Contract

Equity Docs

Bank 1 ISDA

Equity Subscription Deed

Bank 2 ISDA

Contingent Loan & Equity Deed

Bank 3 ISDA

Investor Agreement

Bank 4 ISDA

Corporate Services Agreement

Bank 5 ISDA

FC Side Letter (Equity)

Bank 6 ISDA

On Loan (Project Co) Agreement

Bank 7 ISDA

O&M Docs

Bank 8 ISDA

D&C Consent Deed

O&M Contract

Fee Letters

DCOM Interface Agreement

O&M Consent Deed

Facility Agent FL

DCOM Side Deed

O&M Guarantee

XX Fee Letter

D&C Guarantee (BBA)

DCOM Interface Agreement

Security Trustee FL

D&C Guarantee (BBAG)

DCOM Side Deed

FC Side letter (D&C) Proof Engineer Deed Sub IR Deed Bank Guarantees

Bank 9 ISDA

Side Deeds D&C Consent Deed Debt Finance Side Deed

O&M Consent Deed

Asset Management •

Experienced SPV Management (PPP Specialists)

•

Risk Management – Protect the investment from Equity’s perspective

•

Subcontractor Performance Management (D&C, FM)

•

Transition Management

•

Relationship Management

•

Enterprise Management (Statutory, Company Sec, Tax and legal)

APPROACH

TO

ASSET MANAGEMENT

Need good structures in place •

Staffing

•

Management plans

•

Processes & protocols

•

Risk management controls

•

Strong relationships

(All structures need to last the test of time)

OPERATIONS PHASE RELATIONSHIPS

User / Facility Operator

State

SPV Project Co

D&C/ FM

Organisation Level

CEO

Senior Management

Board Representative

Senior Management

Project Level

Development or Service Manager

Contract Administrator

Project Company Representative

Project Director/ Asset Manager

WHAT

MAKES A GOOD CONTRACT?

“contracts cannot foresee 25 years of needs”

•

Flexibility for Government to change needs •

State Initiated Modifications

•

Appropriate Risk Allocation

•

Sensible timeframes for submissions & approvals

•

Enables the parties to work together cohesively

CONCLUSION



Relationships are Critical, especially during the Operations Phase



Choose a partner with aligned interests



Work as a team (be aware of the impact on others)



Be open to discussion & be flexible in delivery approach



Adopt a “best for project” mindset



Put sound structures in place



Communicate clearly & often (at all levels)



Manage the contract collectively