Welcome and Introduction from the Chairs

Geza R. Banfai, Partner, Heenan Blaikie LLP
Shamshad Madhok, Managing Director Infrastructure and Project Finance, Leader Federal Government and Ottawa IPF Practice, PricewaterhouseCoopers LLP

Cross-Canada Overview: Finding the Infrastructure Opportunities in Today’s Market

Moderator
Suromitra Sanatani, Strategic Counsel, Heenan Blaikie LLP (Victoria)

Panellists
John Arseneau, Vice-President, Market Development, Federal and First
Nations, PPP Canada Inc. (Ottawa)
John McKendrick, Senior Vice-President, Project Delivery, Infrastructure Ontario
Faye McCann, Executive Director, Alternative Capital Financing Office,
Alberta Treasury Board

• What are the value drivers for P3s today?
• Understanding the role of the federal and provincial governments
• Current market conditions and opportunities
• Long term returns on investments
• Strategies for working with the private sector
• Opening up projects to mid-size bidders
• Determining value for money in today’s projects
• Barriers to future success
• Best practices and lessons learned to date

Life Cycle Costing and ROI in Infrastructure Projects

Shamshad Madhok, Managing Director, Infrastructure and Project Finance, Leader Federal Government and Ottawa IPF Practice PricewaterhouseCoopers LLP

Determining life cycle costing (LCC) for asset management and calculating ROI for today’s infrastructure projects requires keen analysis before investments are made. When used properly, it assists in the overall estimation of a project cost, shapes your investment strategy and service level commitments and maximizes cost savings. This session will look at how to develop an effective LCC plan to optimize your project decisions, including:

• The rationale for LCC in asset management
• Challenges in LCC implementation
• Leveraging LCC to help meet mandated service levels
• LCC, cost of finance and ROI
• Using LCC and asset management analysis to support your investment strategy

Financing the Second Wave of Projects: Alternative Financing Solutions

Moderator
Geza R. Banfai, Partner, Heenan Blaikie LLP

Panellists
Jim Cahill, Vice-President, Project Finance, Infrastructure Ontario
Susanna Han, Vice-President, Balfour Beatty Capital-Canada
Peter Kinkartz, Managing Director, Global Infrastructure Finance, Canada
Scotia Capital Inc.

The credit market crisis has reduced available credit and made those still willing to lend very cautious. Lenders are wary of large exposures to single projects and as a result, new creative financing solutions have come along to fund P3 projects including “mini-perm” deals.

This panel will assess the status of the current credit market including the impact on developers and bidders and creative solutions available for today’s market.

• Impact of the credit crunch on the key segments of today’s infrastructure market
• P3s vs. traditional infrastructure financing
• Advantages of investing as part of a consortium of bidders
• Risk tolerance at the bid phase
• Debt financing in today’s market
  - pricing
  - leverage
  - structure
• Overview of the infrastructure bond market
• How has the crisis changed bond underwriters’ appetites for risk?
• Increased focus on default provisions

The Latest Bidding and Tendering Techniques: Post-Tercon

Geza R. Banfai, Partner, Heenan Blaikie LLP

The tendering process is full of potential pitfalls that can trap even the most seasoned contractor or sponsor. Minor oversights or mistakes can lead to bids being non-compliant. In this session, experienced counsel and market practitioners will bring you up-to-date on the latest requirements and developments, including:

• Understanding the mechanics of the RFP and RFQ process
• Determining the appropriate procurement strategy for the project
• Costs re: preliminary designs
• Understanding and mastering successful bidding strategies and techniques
• Dealing with escalating costs
• Planning and preparing your response
• Remedies available to contractors when challenging a tender decision
• Drafting tender documents post-Tercon
• New legal test for determining enforceability of exclusion clauses in light of Tercon

Risk Allocation in Today’s Market

Steven Martin, Davies Ward Phillips & Vineberg LLP
Paul Hughes, Senior Vice-President Commercial, Carillion Canada Inc.

Contractual risk transfer involves the allocation or distribution between or among contracting parties and places risk upon parties according to their ability to control or insure against risk.If done properly, it creates a good working relationship between contracting parties. If done improperly, it can lead to expensive project delays or litigation. Experienced market players will discuss best practices for managing and transferring risk in infrastructure arrangements.

• Assessing risk allocation in today’s credit market
• Developing the process to identify, quantify and price risks
• Types of risk
  - design and construction phase
  - operations phase
  - financial risks
  - general project risks
• How risk appetite determines how and where you invest
• Issues arising from sharing assets
• Strategies for allocating risk
• What clauses should you include in your project agreements?

Welcome and Introduction from the Chairs

Geza R. Banfai, Partner, Heenan Blaikie LLP
Shamshad Madhok, Managing Director Infrastructure and Project Finance, Leader Federal Government and Ottawa IPF Practice, PricewaterhouseCoopers LLP

Working with Standardized Government Documents: What You Need to Know

Andrés Durán, Legal Counsel Infrastructure Ontario
Karen Mill, Assistant Vice-President, Corporate Legal Counsel, Partnerships B.C.

In an effort to reduce negotiation time on RFP and project agreements, several provinces have standardized their project agreements. Standardized agreements create a more level playing field for bidders, reduce costs and open up the market to more mid-size construction companies and other potential bidders.

Referring to precedents, this panel will review the different types of agreements you will encounter in the government market, including:

• Key provisions in standardization
• How do documents differ per jurisdiction and project?
• Document consistency across asset classes (hospitals, courthouses, roads, etc.)
• Risk allocation
• Progress towards standardization
• What is negotiable and what is not?

Negotiating and Drafting Infrastructure Financing Documentation

Stephen Furlan, Partner, McCarthy Tétrault LLP
Geraint Breeze, Executive Director, Power & Infrastructure, CIBC

This session will cover the important issues that arise in bank and bond financing and how those issues need to be addressed in documentation. Key provisions, potential problem areas and key differences between documentation for debt and bond financing will be addressed, with reference to sample agreements.

• Alternative financing models in Canada and abroad
• Negotiating the Term Sheet
• Key documents and provisions
• Understanding and allocating the risks
• How do lenders assess and allocate risks?
• How do you handle rising interest rates?
• What risks are senior lenders willing to accept?
• Methods of protecting against default

Subcontractor Agreements

Joel Watson, Partner, Heenan Blaikie LLP
Elliott Gwosdy, Senior Contract Manager, Honeywell Limited

• Term Sheet
• Finance Documents
• Design/build agreements
• Facilities services and management agreements
• Coordination/interface agreements