This guideline is divided into a number of chapters.
Following the introduction in this chapter 1, chapter 2 contains the definitions for commonly used terms in this guideline.
Chapter 3 provides an overview of a PPP project to give the reader a basic understanding of a PPP transaction. The first part sets out a structure of a basic PPP project. The second part describes the various parties to a PPP project and what their interests and concerns in a project are likely to be. The third part then lists some possible sources of finance for an infrastructure project.
Chapter 4 describes several options for PPP structures. The options range from, on the one hand, a service agreement structure where the public sector is responsible for all aspects of the infrastructure project except for the obligations that it specially contracts to the public sector. On the other hand, a divestment of all infrastructure assets from the government's ownership and control, with the government maintaining any responsibilities through regulations. This guideline will focus on a structure that fall between these two extremes, the concession agreement structure. A concession agreement, usually in the form of a BOT or a variation of this, is what is generally understood as a PPP arrangement. Moreover, a concession structure is generally the most complex from a contractual and legal point of view. It is possible to understand the other PPP structures once the concession agreement structure is understood.
Consequently, Chapter 5 details the agreements typically entered into in a concession structure. The agreements described here can be adapted to fit into the other PPP structures described in the above Chapter 4. For example, a concession agreement is at the heart of a concession model, but the agreement itself essentially deals with the grant of the right to operate the infrastructure asset, therefore the substantive provisions of the concession agreement may be analogous or even identical to other agreements that are regarded as a lease or a licence. The intention of this guideline is to provide guidance on the substantive issues that are of most concern to the government. The agreements are grouped into the following categories:
• the agreements to retain the government consultants;
• the concession agreement granting the right to operate the infrastructure;
• the agreements to provide equity finance to the project;
• the agreements to provide debt finance to the project;
• the agreements to provide quasi-equity finance to the project through issuing securities such as bonds;
• the agreements to design, construct, operate and maintain the infrastructure; and
• the agreements with customers of the infrastructure services.
Each of these categories is discussed in a separate section under this chapter. For each of the group of agreements, a subsection headed "The Government's Concerns" describes the important issues for the government in relation to those group of agreements. The purpose of setting out the government's concerns separately is to ensure that the main objectives, concerns and issues of the government for a PPP project are not lost in the detail and complexity of the transaction. Each of the project agreements is then separately described and discussed, with an outline of the "Key Issues" under a separate subheading. The "key issues" are the issues that are important in the agreements, and are therefore often heavily negotiated and discussed. The rationale of having an outline of the issues is that the reader could turn their minds to these issues in preparing or instructing a lawyer to prepare an agreement, or in commenting on the agreements provided by the counterparty.
Chapter 6 illustrates some of the points made above with some case study examples of previous PPP projects in infrastructure.
The final Chapters 7 and 8 contain, respectively, bibliographic references of documents referred through in preparing this guideline, and references to websites providing further information.