PPP Contracts & Negotiation
Synergy Academy’s PPP Contracts & Negotiation course is designed to provide professionals with a deep understanding of the complexities involved in negotiating and structuring contracts for Public-Private Partnership (PPP) projects.
The course focuses on equipping participants with the skills necessary to navigate the commercial and legal intricacies of PPP agreements, ensuring a fair, transparent, and balanced contract that protects the interests of both the public and private sectors. Topics include the key components of a PPP contract, such as performance standards, risk allocation, payment mechanisms, dispute resolution, and contract amendments under various contractual agreements, including EPC, O&M, PPA, and Fuel Supply Agreement.
Participants will also learn negotiation tactics to manage stakeholder expectations effectively, align goals between the public authority and private sector bidders, and structure contracts that incentivize project success while mitigating potential risks. Practical exercises and case studies will help participants develop a hands-on approach to real-world negotiation scenarios, improving their ability to address common challenges and foster successful partnerships.
This course is ideal for developers, professionals, project managers, consultants, and anyone involved in the negotiation, drafting, and management of PPP contracts across various sectors, including infrastructure, energy, transport, and healthcare.
Summary
PPP Contracts & Negotiation - 80 Hours
Key Contracts/ Documentation
PPP/ Project Finance
Engineering, Construction and Procurement Contract
Operation & Maintenance Agreement/ LTSA (as required)
Shareholder Agreement/Joint Development Agreement
Input Fuel Supply Agreement
Power Purchase Agreement (PPA)
Project Finance
Introduction
Loan Term Sheet and Commitment Letter
Financing Agreement
Contract Management
Group Exercise
Key Contracts' Negotiation
Modules
Key Contracts/ Documentation - PPP/Project Finance
- Key contracts and their interrelationship
- EPC/turnkey contracts
- PPA/Concession Agreement,
- GCSA/PCOA/IA
- O&M Contract/ LTSA Contract
- Direct Agreements
- Shareholder/Investment Agreements
- Financing Agreements
- Input/ Fuel Supply
- Contract issues: liquidated damages, performance bonds and retentions, completion guarantees
- Advantages and disadvantages of standard form contracts
Engineering, Construction and Procurement Contract
- Construction milestones: Critical interface to fuel supply, PPA and grid connection
- Delays and cost overruns for projects
- Performance guarantees and bonds
- Liquidated damages and caps on liability
- Project completion tests and commissioning
- Group Exercise – Preparing Due Diligence checklist of a sample EPC turn-key contract
Operation & Maintenance Agreement/LTSA
- Availability, planned maintenance outages and requested changes
- O&M Payment milestones
- Performance levels/ KPIs and performance guarantees/ LDs
- Key issues on spare parts, availability and reaction time
- Perspective – Relationship of O&M company with EPC/ Project Sponsor
- Group Exercise – Preparing Due Diligence checklist of a sample O&M agreement
Shareholder Agreement/Joint Development Agreement
- Companies, applicable law and language
- Decision taking
- Election of governing bodies – management and control
- Transfer of shares and restrictions
- Disputes and settlement mechanism
Input/ Fuel Supply Agreement
- Perspective – Fuel supplier is also offtaker, sponsor or government entity
- Quality and quantity of the fuel
- Time of delivery and storage
- Safety and environmental issues
- Fuel transportation agreement
- Group Exercise – Preparing Due Diligence checklist of a sample Fuel Supply agreement
Power Purchase Agreement (PPA)
- Interface to Grid Connection Agreement and Implementation Agreement
- Achieved, declared, contracted and minimum capacities
- Declaration of commercial operation date/ Early Generation Revenues (EGR)
- Tariff structures for fuel based and intermittent power generation technologies
- Credit enhancement instruments
- Bankability considerations
- Group Exercise – Preparing Due Diligence checklist of a sample Power Purchase agreement
Project Finance – Introduction
- Corporate vis-Ã -vis Project Finance
- Essentials of project finance: limitation of recourse
- SPV structure
- Project Finance – the various stakeholders
- Overview of various sources of financing & key terms
- Case study – Project Finance as a means to arrange financing for projects
Loan Term Sheet and Commitment Letter
- Covenants, undertakings and the concept of sources and uses
- Security documents – mortgages, pledges, assignments, charges and liens
- Limited-recourse or stand-by equity and parent company guarantees
- Project finance term-sheet format
- Group Exercise – Checklist for comparative evaluation of Loan Term Sheets
Financing Agreement
- Debt Drawdown and Repayment
- Conditions precedents – pre-requisites to the first drawdown
- Project Accounts
- Lenders Legal Advisor and role
- Key Clauses
Contract Management
- Phases of contract management
- Construction phase
- Operation phase
- Implementing governance mechanisms
- Administering a PPP contract
- Case Study – Checklist for Contract Management of a Solar PV project
Group Exercise - Key Contracts' Negotiation
- Importance of preparation
- Define your must-obtain objectives and deal breakers
- Best Alternative to a Negotiated Agreement (BATNA)
- Conflict between the stakeholders – risk, margin, returns
- Difference between issues, positions and interests
- Win-win negotiations (know when to stop negotiation to aim for sustainable agreement)
- Driving the process – criteria, timings, approvals
Training Highlights
-
Certification &
Recognition -
LMS Portal
Access -
Flexible Training
Method -
Industry - Relevant
Case Studies Covered -
Knowledge

Resources -
Comprehensive
Training Assessment -
Progress
Tracking -
Project Based
Learning Curve
