GPF ExeWkshp on Excellence in PPP Infrastructure, 6-7 Mar 27, Singapore

Excellence in negotiating Public-Private Partnership (PPP) contracts. Gaining a clearer view of the legal implications of PPP agreement Executive Workshop on Excellence in Public-Private Partnership Infrastructure Contracts for Non-Legal Professionals - Practical Understanding of Legal and Common Commercial Clauses, 6-7 Mar 27, Singapore. Small Group. Intensive. Dear industry colleagues Objectives Excellence in negotiating Public-Private Partnership (PPP) contracts. Gaining a clearer view of the legal implications of PPP agreement provisions. Avoiding the pitfalls in PPP contracts by incorporating best practices. Programme Highlights Bonus – Sample PPP contracts & a model set of boilerplate clauses will be provided - You do not need to have legal knowledge to attend this practical course - Learning from best practices and recent cases Day 1 1. Negotiating essential terms & conditions for PPP - Successful negotiation strategies for strong PPP contracts - PIOC negotiating techniques - Harvard Negotiation Project - The 5 breakthrough strategies in difficult negotiations 2. Reviewing, Negotiating & Drafting PPP contract’s provisions - The parties to the contract - The duration of contract - Recital – aim & background of the contract - Definitions & interpretation of commercial clauses - The condition precedent clause - Most favourable customer & benchmarking - Anti-competitive clause: Competition Act - Commencement, commissioning date, completion and modification - Best endeavor clause - Reasonable endeavor clause - The rights, obligations and roles of contractor & of the public body - The requirement for Performance Bonds - Insurance requirements - Government warranties - Private sector warranties - Consequences to change in law & regulations - Service quality & PKI - Procedures for monitoring, measuring & enforcing performance - Reporting requirements clause - The responsibilities of public bodies and contractor in capital expenditures - The remuneration of contractor – fixed fee or other arrangements - Allocation and management of key risks - The contractor’s rights & responsibilities regarding access public or private property - Procedures for coordinating investment planning - Responsibilities for employment and environmental liabilities - Conflict of interest – anti-bribery laws - Public body intervention in protecting its PPP rights - Ownership changes & key personnel of the private contracting party - Legal compliance requirements for PPP projects (e.g. planning permits) - Protection of labour rights of employees from public sector employed by private sector. 3. Best Practice in warranties, liabilities and indemnities clauses - warranties clause - evaluating & reviewing implications of excluding and limiting liability under Unfair Contract Terms Act - Identifying factors that determine a “reasonable” clause - Indemnity clauses & its limitation - Apportioning liabilities and exceptions to indemnities - Quiz 1 session Day 2 4. Boilerplate and common commercial clauses in PPP - How much standard (boilerplate) clauses should be included in the PPP contract? - Examining the functions of these standard boilerplate clauses - Governing law and jurisdiction clause - Dispute resolution clause – mini-trial - Intellectual property clause – foreground v background intellectual property - Time of the essence - For convenience clause - Force majeure clause and doctrine of frustration at common law - Delay provisions on what is excusable for delay in construction or operations - Severability clause - Variation clause & the doctrine of variation and its 4 exceptions including Williams v Roffey case - The ability to manage variations - Entire agreement clause & the parol evidence rule - Assignment clause - Notices clause 5. Best Practices in Termination clauses - Breaches of conditions, warranties and innominate terms - Types of termination - Reviewing the contractual provisions for termination - Procedures for Dispute resolution clause - Consequential loss, indirect and direct loss - Damages must not be too remote but foreseeable - Escalator clauses - Liquidated damages & doctrine of penalty - Early termination clauses - Best practice dispute resolution procedure into the contract - Mediation – arbitration clause - Considering limitations to early termination rights and reimbursable costs - Consequences of affirmation & termination - Novation process - Managing breach of commercial contracts - Principle of mitigation - Quiz 2 session About the Course Director Catherine Tay Swee Kian has over 35 years of experience lecturing business and contract law as Associate Professor at the National University of Singapore (NUS), Department of Strategy and Policy, NUS Business School. She is currently lecturing in Industrial Relations and Labour laws at the Ong Teng Cheong Institute of Labour Studies for over 11 years. She was a Visiting Consultant and adjunct lecturer at the Institute of System Science, NUS for over 16 years lecturing IT outsourcing contracts, intellectual property and contract law. She has lectured and facilitated at many seminars, workshops and customised courses for many companies, organisations, hospitals and institutes of higher learning both in Singapore, Malaysia, Thailand and overseas in topics including contract law management and contract administration. She is an Advocate and Solicitor of the Supreme Court of Singapore. She is also a barrister-at-law (of Lincoln’s Inn, United Kingdom). She was Associate Director of the law firm Bernard & Rada Law Corp. She was a committee member of the editorial board of the Singapore Accountant Journal, Journal of the Institute of Certified Public Accountants of Singapore and the (United Kingdom) The Company Lawyer. She was on the Board of Overseas Editors for the (United Kingdom) Journal of Financial Crime, an official publication of the Cambridge International Symposium on Economic Crime. She was a member of the editorial board of the “Singapore Polytechnic Graduate Guild Journal”. She is currently the Chief Editor of Management Development Institute of Singapore Journal. She has presented several papers at many conferences and seminars on Business Law, Company and Insolvency Laws both overseas and in Singapore. She conducts in-house training courses for hospitals, banks, statutory boards, hotels, commercial firms and companies, clubs and associations including Keppel Shipyard, IBM, Singapore Power; SingTel Mobile Singapore Pte Ltd; ST Logistics; Changi Airports International; PetroChina International (Singapore) Pte. Ltd; Frasers & Neave Centrepoint; Dentsu Singapore Pte Ltd; Bismark, Indonesia; Singex - Singapore Expo; HSBC Bank; Solar Energy Research Institute of Singapore (SERIS); College of Insurance, Singapore; Social Service Institute; HDB. She graduated from the Queen Mary College, University of London with a Bachelor of Laws (Honours) degree in 1977 and a Master of Laws degree in 1979, in which she specialised in Company, Shipping, Insurance and Marine Insurance Laws. She was called to the English Bar by Lincoln’s Inn in 1978. She did her pupillage under the Honourable Lady Mary Hogg in London and returned to Singapore in the law firm of Rodyk & Davidson. She won the Aw Boon Haw and Aw Boon Par Memorial Prize for the overall best student in 1980 during her postgraduate practical law course in Singapore.