Public-Private Partnership and BOT Contracts

Public-private partnerships promise faster delivery of infrastructure and services with private finance and whole-life accountability. In practice many projects struggle. The procuring authority chooses the PPP route before proving value for money, feasibility work is thin, risk allocation is copied from another sector, bidders price uncertainty into high tariffs, and once the contract is signed nobody inside the authority has the skills or data to manage it. Renegotiations, disputes and contingent liabilities then fall back on the public budget.

This programme follows the full PPP life cycle and treats it as one chain of decisions. It moves through five stages: deciding whether a PPP is the right delivery model, structuring the deal and its risk allocation, procuring and negotiating the contract, managing performance and change during construction and operation, and handling distress, termination and hand-back. Build-operate-transfer (BOT) and its variants are covered throughout as specific contract models within the wider PPP family.

Built on recognised practice. The programme references the World Bank PPP Reference Guide, the UNCITRAL Legislative Guide on Public-Private Partnerships and its Model Legislative Provisions, guidance published by the European PPP Expertise Centre (EPEC), Global Infrastructure Hub work on risk allocation, and the FIDIC design, build and operate contract approach. Participants apply these references to their own legal and institutional setting rather than treating them as templates.

Decisions this programme improves. Whether a project should be procured as a PPP at all; which BOT, BOOT, DBFO or availability-payment model fits the service; which risks the authority should keep; how to evaluate bids on value for money rather than headline price; how to respond to a request for relief or renegotiation; and what the authority must have in place before the asset is handed back.

How it is delivered. Twenty hours across five sessions, built around one running case: a water or transport concession that moves from feasibility and a public sector comparator, through bid evaluation and financial close, into a construction delay, a change in law claim and preparation for hand-back. Exercises use a simple spreadsheet model to test tariffs, payment mechanisms and the effect of risk transfer.

In-house option. For organisations, the programme can be tailored to your national PPP law and procedures, your project pipeline and your own contract templates, and delivered for ministry, PPP unit, legal and finance teams together so that all parties work from the same understanding of the deal.

Who Should Attend

Government and PPP units: officials in ministries, municipalities and PPP or privatisation units who prepare, procure or approve projects

Contracting authorities: project directors and contract managers responsible for PPP and concession contracts in operation

Legal and finance professionals: legal advisers, financial analysts and budget officers involved in PPP structuring and fiscal oversight

Private sector partners: business development, bid and commercial managers of developers, contractors and operators

Lenders and advisers: project finance and infrastructure advisory staff

Objectives

Explain the main PPP models, including BOT, BOOT, DBFO and availability-payment structures, and select the model that fits a given service

Screen a project for PPP suitability and link its objectives to the organisation's strategy and policy goals

Structure a value for money assessment using a public sector comparator and challenge its assumptions

Build a risk allocation matrix that assigns each risk to the party best able to manage it

Describe the project finance structure, the role of lenders and the main bankability requirements

Design a procurement process and bid evaluation criteria that balance price, quality and deliverability

Identify the key clauses of a PPP or BOT contract and assess their commercial effect

Set up a contract management plan with output specifications, KPIs and payment deductions

Assess relief, compensation and change requests and prepare a negotiation position

Plan for refinancing, termination scenarios and hand-back of the asset in the required condition

Course Outline

Choosing the Right Delivery Model: When a PPP Makes Sense

The PPP family: BOT, BOOT, BOO, DBFO, concessions, availability payments and user-pays models
Policy, legal and institutional frameworks: PPP laws, PPP units and approval gates
Project screening and alignment with strategic and sector objectives
Feasibility, affordability and value for money: the public sector comparator and its limits
Fiscal commitments and contingent liabilities for government
Stakeholder, social and environmental considerations at the appraisal stage

Structuring the Deal: Risk Allocation and Project Finance

Risk identification and allocation matrices for construction, demand, operating and political risk
Project company structure, sponsors, lenders and the security package
Debt, equity and bankability: what lenders need before financial close
Payment mechanisms: tariffs, shadow tolls, availability payments and deductions
Output specifications and performance standards instead of input specifications
Financial model review: key assumptions, sensitivities and red flags

Procurement and Negotiation: From Market Sounding to Financial Close

Market sounding and handling unsolicited proposals
Procurement routes: prequalification, competitive dialogue and negotiated procedures
Bid evaluation: technical, financial and legal criteria
Key contract clauses: change in law, force majeure, relief and compensation events
Direct agreements, step-in rights and lender protections
Negotiation strategy and preparing the authority's position at preferred bidder stage
Transparency, integrity and conflict of interest safeguards

Administering the Contract: Construction, Operation and Performance

Setting up the contract management team, governance and handover from the procurement team
Monitoring construction progress, independent engineers and completion tests
Performance monitoring, KPIs and applying deductions fairly
Managing variations, disputes and claims during the operating period
Contract data, records and digital monitoring tools
Relationship management and joint governance with the private partner

When Things Change: Distress, Renegotiation, Termination and Hand-Back

Early warning signs of project distress and lender intervention
Renegotiation requests: testing their basis and protecting value for money
Refinancing gains and how they are shared
Termination events and compensation on termination
Hand-back requirements, asset condition surveys and residual life
Lessons from PPP programmes and an action plan for your organisation

Competencies

PPP model selection and project screening

Value for money assessment and public sector comparator

Risk allocation in PPP and BOT contracts

Project finance structures and bankability

Payment mechanisms and output specifications

PPP procurement and bid evaluation

Key contract clauses and negotiation positions

Long-term contract management and performance monitoring

Renegotiation, termination and hand-back planning

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