The basic Legal Aspects of Public Private Partnerships (PPPs) by Alexander Lykourezos Lykourezos Law Offices 1 st ARAB-GREEK ECONOMIC FORUM Athens, September 14, 2006

Public Private Partnerships (PPPs) Definition: “any joint venture between a public body and a private company, typically involving the joint ownership of a special purpose vehicle (SPV) established under company law, to work in collaboration on a variety of projects”

The New Greek Law on PPPs (Law 3389/2005) Creates a “new market” of PPPs Creates a “new market” of PPPs Thirty-two articles divided into six chapters Thirty-two articles divided into six chapters Implementation of new EU Directives on Public Procurement Implementation of new EU Directives on Public Procurement (Directives 2000/52/EC and 2004/18/EC)

Benefits from PPPs State sector benefits (budget) State sector benefits (budget) Private sector benefits (investment) Private sector benefits (investment)

The main aspects of PPPs “Social” aspect (new mentality of cooperation between the State and the Private sector) “Social” aspect (new mentality of cooperation between the State and the Private sector) “Economic” aspect (transformation of “classical public works” into a modern investment product) “Economic” aspect (transformation of “classical public works” into a modern investment product)

The PPP Contract: IS the fundamental component of the relationship between the parties IS the fundamental component of the relationship between the parties SHOULD BE complete and concise in governing this relationship SHOULD BE complete and concise in governing this relationship

The PPP Contract - Definition Broad definition in the Greek Law (“any public contract…”) Broad definition in the Greek Law (“any public contract…”) Maximum amount of project: 200 million Euros (may be extended by decision of the Ministerial Committee) Maximum amount of project: 200 million Euros (may be extended by decision of the Ministerial Committee) Certain categories excluded (e.g. police, national defense, judicial authority) Certain categories excluded (e.g. police, national defense, judicial authority)

The PPP Contract - Content The PPP Contract constitutes the entire agreement between the parties The PPP Contract constitutes the entire agreement between the parties The Contract is governed by the New Greek Law on PPPs and supplementary by the Greek Civil Code The Contract is governed by the New Greek Law on PPPs and supplementary by the Greek Civil Code The Law lists twenty-five contractual clauses that must be included in the PPP Contract The Law lists twenty-five contractual clauses that must be included in the PPP Contract

The PPP Contractual Clauses “Social” Aspect – The relationship Object of Partnership - Reward of Private Contracting Party – Timeframe of Project Object of Partnership - Reward of Private Contracting Party – Timeframe of Project Supervision of Project Supervision of Project Quality of Project Quality of Project Concession of use of facilities or provision of services Concession of use of facilities or provision of services Protection of the environment and antiquities Protection of the environment and antiquities Operation, maintenance and use of facilities Operation, maintenance and use of facilities Termination of agreement Termination of agreement Applicable Law (Greek Law) – Dispute Resolution (Arbitration) Applicable Law (Greek Law) – Dispute Resolution (Arbitration)

The PPP Contractual Clauses “Economic” Aspect – The Investment Product Funding of Project Funding of Project Distribution of Risks – Force Majeur Distribution of Risks – Force Majeur Insurance of Project and of Funding Insurance of Project and of Funding Protection of Intellectual and Industrial Property Rights Protection of Intellectual and Industrial Property Rights End-user fees and collection of fees End-user fees and collection of fees Allocation of profits Allocation of profits Subcontracting and “step-in” clauses Subcontracting and “step-in” clauses

The New Greek Law is focused on successful PPPs: Political support (focus on the public service) Political support (focus on the public service) Proper and complete legislation harmonized with international practice and expertise Proper and complete legislation harmonized with international practice and expertise Full and complete legal, financial and technical advice to the public bodies Full and complete legal, financial and technical advice to the public bodies A good PPP contract A good PPP contract A level playing field A level playing field Collaboration Collaboration

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