In 15 years of successful work in public-private partnership (PPP) and project financing, the Capital Legal Services team has implemented over 100 infrastructure projects in 30 Russian regions. Here are the most significant projects in various industry sectors:

Key experience in supporting airport projects:

Reconstruction of Pulkovo airport

The project was the first successful airport project in Russia implemented through the PPP mechanism. It was based on international standards of public-private partnership and made use of project financing with the participation of international financial institutions.

 In 2008-2009, the city of St. Petersburg held a tender for the right to enter into an agreement for the creation, reconstruction and operation of the Pulkovo airport facilities and the winner signed a public-private partnership agreement. The financial closing occurred in April of 2010, and the airport was then transferred to the project company. The total volume of project financing was EUR 1.2 billion with about EUR 700 million attracted in form of long-term loans from 13 international financial institutions and commercial banks (including the EBRD, IFC, VEB, Eurasian Development Bank, Unicredit, Standard Bank, etc.), and about EUR 500 million being equity of the BBCC shareholders, including about EUR 300 million from the VTB group.

CLS acted as official legal adviser to the city of St. Petersburg and Pulkovo Airport JSC at all stages of the project and continues providing legal support and advice on issues of the project implementation.

 

Reconstruction of Blagoveschensk airport

Capital Legal Services represented the concessionaire – ABS LLC, a joint venture of Airports of Regions Management Company JSC and Novaport Holding LLC – in a tender for the right to enter into a concession agreement under a project for the construction of a new international passenger terminal with capacity of at least 600 passengers per hour and associated infrastructure. Investments in the project exceeded RUB 7.5 billion.

CLS associates analyzed the tender documentation, the resolution to enter into a concession agreement, clarifications and other related documents, and provided legal support for the client drafting the bid, as well analyzed the draft concession agreement and identified the risks for the client and ways to minimize them. The concession agreement was signed in April of 2021.

 

Construction of a new terminal at Gelendzhik airport

The purpose of the project is to build a new airport complex under a general contractor agreement governed by Federal Law No.223-FZ “On the procurement of goods, works and services by certain legal entities,” with investments exceeding RUB 5 billion.

CLS specialists provided legal support for the transfer of functions of a civil aerodrome operator from one legal entity to another, provided “turnkey” legal support for the project: in particular, they drafted the terms and conditions of the transfer of airport real estate and movable property to the new operator, the regulatory framework for airport daily operations (templates of lease/sublease, contractor, supply, services, reimbursement, agency, employment agreements, etc.), prepared a general contractor agreement for construction of the new terminal and related procurement documents, participated in negotiations with potential contractors and ensured that the agreement was in fact entered into.

  

Reconstruction of an international airport in Orenburg

The Capital Legal Services team provided legal advice and full legal support for attracting and selecting an investor in order to enter into an investment agreement for reconstruction of an airport in Orenburg.

CLS associates developed an organizational and legal project framework, including a “roadmap” of the project implementation, as well as carried out risk assessment and legal assessment of the project and its comparative advantage. They also drafted the tender documentation for selecting an investor, an investment agreement and other documents required for successful implementation of the project. Investments in the project exceeded RUB 3.6 billion.

  

Key experience in supporting highway industry projects:

Construction of the Western High-Speed Diameter (ZSD) in St. Petersburg

A strategic investment project of St. Petersburg for the construction and operation of a toll road providing transport connections of the Big Port via the Ring Road with federal exits to Moscow, Russian regions, the Baltic states and Scandinavia.

The CLS team provided legal support for the financial closure of the project. Investments in the project exceeded RUB 200 billion, the project was funded with the participation of major financial institutions: VTB, Gazprombank, EBRD, VEB and EDB.

  

Construction of the Khabarovsk Bypass13-42 km toll road under a concession agreement

The purpose of the project is construction and operation of a toll road bypass in Khabarovsk Krai under a concession agreement. Investments in the project exceeded RUB 40 billion.

CLS associates provided legal advice to the Government of Khabarovsk Krai on legal issues related to drafting the tender documentation, concession agreement and other necessary documents, the tender process and negotiations with the winner, as well as entering into the concession agreement. The financial closure has been completed.

 

Creation, reconstruction and operation of the toll roads Perm-Berezniki and Eastern Bypass of the city of Perm

The purpose of the project is the construction of roads and bridges in Perm, as well as installation of a toll collection system under a concession agreement.

CLS associates provided comprehensive legal support for the concessionaire, including assistance in entering into a concession agreement between the client and Perm Krai, as well as support in the course of entering into a construction contract and financial closure. Investments in the project exceeded RUB 15 billion. The financial closure has already taken place.

  

Construction and operation of a bridge across the Ob river at  Ippodromskaya Street in Novosibirsk under a concession agreement

The purpose of the project is the construction and operation on a toll fee basis of a bridge over the Ob river at  Ippodromskaya Street in Novosibirsk under a concession agreement. Investments in the project exceeded RUB 40 billion.

CLS associates acted as legal adviser to the concessionaire and provided legal support for the project at all stages of its implementation, including tender procedures and  the client and the Novosibirsk Region entering into a concession agreement.

The CLS team also provided comprehensive legal support for the concessionaire in the course of the financial closing, including drafting a direct agreement and other required documents, and supported the client in negotiations with the financing institution and the concessor. The project took first place in the rating of regional projects seeking the funds through the Platon system.  The financial closure has already taken place.

 

Construction, maintenance, repair and overhaul of the Central Ring Road in the Moscow Region, start-up complex (construction stage) No.5

The CLS team provided legal support to the financing institution on issues related to additional financing for the project. CLS recommended an acceptable contractual structure to execute the assignment of monetary claims in favor of the client and drafted agreements necessary to close the transaction. The cost of the project exceeded RUB 42 billion.

  

Key experience in supporting seaport projects:

Construction of a deepwater port in Arkhangelsk

CLS associates provided legal support to Arkhangelsk Transport Hub JSC (Arkhangelsk TH JSC) in connection with the implementation of the construction project of the deepwater area of the port of Arkhangelsk. The project provides for construction of a modern transport and industrial hub, including six terminals (for mineral fertilizers, metal cargo, bulk cargo, timber cargo, bulk oil cargo and gas condensate, general cargo) with aggregate capacity by 2035 of up to 37.9 million tons per annum, with access automobile and railway roads and engineering communications.

CLS associates carried out a comprehensive analysis of potential organizational and legal frameworks for the project implementation, including those based on a concession agreement to be entered into based on a resolution of the Russian government, prepared the main terms and conditions of agreements between the key project participants and the consortium structure in favor of the concessionaire. The cost of the project exceeds RUB 150 billion.

  

Reconstruction of coastal and marine infrastructure facilities in a seaport

The project involves the reconstruction of coastal and marine infrastructure facilities in the seaport as part of the federal targeted program “Development of the Russian transport system” with the attraction of non-budgetary investments in the amount over 5 billion rubles under the investment agreement with Rosmorport.

On the site of the dismantled cargo port, the plan is to construct a modern seaport capable of serving passenger ships of various classes, as well as the largest year-round yacht complex in Russia for at least 200 yachts.  The passenger port is expected to become part of a tourist and recreational zone with hotels, apartments, restaurants, a yachting school, yacht club and an aqua-thermal complex.

The CLS team conducted a comprehensive due diligence of the project, which allowed to assess the current state of the project, prepare and implement a set of measures to improve its efficiency, adopt measures to optimize time and financial costs related to project implementation, formulate and make particular management decisions for achieving the project objectives. As a result of the CLS team’s work, a set of documents proposing amendments to the investment agreement was prepared in order to improve the efficiency of the project.

 

Key experience in supporting health care projects:

Construction and maintenance of seven primary health care facilities in Novosibirsk on the basis of a public-private partnership agreement

CLS associates provided full legal support to the private partner in the course of this project. In particular, CLS associates developed the legal project implementation scheme, drafted the public-private partnership agreement and conducted negotiations of the main terms of the project with the relevant state executive authorities. The CLS team also developed a set of documents necessary for submitting a private initiative proposal and represented the client in the course of negotiations with the public partner.

The public-private partnership agreement was executed on February 15, 2019 during the Russian Investment Forum. CLS then provided legal support to the client at the financial closure stage with issues related to attraction of equity financing and negotiations of the financial terms and conditions of the project.

The agreement was among the first public-private partnership agreements under Federal Law No.224-FZ “On public-private and municipal-private partnerships in the Russian Federation and amendments to certain legislative acts of the Russian Federation” in the health care industry, and the project became the winner of the best project award in health care from the ROSINFRA national prize in infrastructure.

  

Legal support for an investor in the project on reconstruction of a perinatal center in St. Petersburg based on a PPP agreement (through private PPP initiative)

The project provides for reconstruction and further maintenance of a perinatal center in St. Petersburg on the basis of a public-private partnership agreement. The state-of-the-art center will include reproductive health, IVF, genetic laboratory and screening departments.

The project will be governed by Federal Law No.224-FZ “On public-private and municipal-private partnerships in the Russian Federation and amendments to certain legislative acts of the Russian Federation.” This is a technically challenging project, since it involves the reconstruction of an existing facility – a maternity hospital, which was closed a few years earlier. Investments in the project exceed RUB 12 billion.

The CLS team developed an organizational and legal framework for the project implementation, a set of documents required for submitting a PPP project proposal, and represented the client while the public partner considered the project proposal. CLS associates also provided legal support to the client at the final stage of negotiations with the public partner in the course of technical proofreading of the agreement and preparing the agreement for signing. The agreement was signed in January of 2023. CLS associates are currently providing legal support for its implementation.

 

Financing, design, construction and operation of health care facilities in Magadan

The project provides for the financing and creation of five medical facilities on the basis of a concession agreement using the private concession initiative mechanism. The CLS team provided comprehensive support to the client in structuring the project, preparing a draft concession agreement and a set of documents required for submission of the proposal and assisted the client in the course of the submission.

The project is structured in such a way as to be eligible for  federal co-financing under the Far Eastern Concession program of the Ministry of the Russian Federation for the Development of the Far East and the Arctic to partially compensate the concessionaire for the capital costs incurred during construction and operation.

The concession agreement was entered into on September 3, 2021. CLS associates are currently providing legal support to the client in the course of implementing the concession agreement and advising on land and other issues.

  

Creation and operation of a consultation and diagnostic outpatient polyclinic center in the Pushkin district of St. Petersburg

The project provides for the construction of an innovative consultation and diagnostic center on the basis of a concession agreement through a private concession initiative. The medical center will include polyclinics for adults and for children, a women’s health center, a dental department, a 24-hour emergency room and a day hospital.

The CLS team provided legal advice to the concessionaire and drafted the concession agreement, participated in negotiations of the terms and conditions of the concession agreement with the concessor and provided legal support to the client in the course of submitting the private concession initiative.

  

Concession agreement in health care between the Ministry of Health of the Russian Federation and a private investor

The project provides for a federal concession in public health services made by the Ministry of Health of the Russian Federation and a private investor in December of 2015. The project is currently at the construction stage and the concessionaire is responsible for undertaking reconstruction and providing the necessary equipment.

In the course of implementing the concession agreement, certain circumstances prevented the concessionaire from fulfilling its reconstruction obligations in due time – reconstruction of a part of the facility was impossible without demolition of the existing building, but the concession agreement did not allow demolition of structures being part of the facility. As a result, the concessionaire faced a situation when it was unable, not through its fault, to fulfill its contractual obligations. The composition of the concession facility is a material condition, and any changes to it require special procedures.

CLS was engaged to develop a mechanism for amending the concession agreement, draft a resolution of the Russian government that would change the material terms and conditions of the concession agreement entailing risks to the project implementation, draft an addendum to the concession agreement to amend the concession facility, adjust the financial undertakings of the parties and clarify the terms for fulfiling contractual obligations.

  

Construction and operation of a senior home in St. Petersburg

CLS associates provided comprehensive legal support to the concessionaire. They drafted a concession agreement, participated in negotiations of the terms and conditions of the agreement with the concessor and assisted the client in the course of the financial closure. The project provides for the construction and operation of a senior home in St. Petersburg on the basis of a concession agreement. The concession agreement was entered into in 2017. The project provided for both social and medical aspects of the concessionaire’s activities, so the structure of the payment mechanism should have taken into account monies of the concessionaire and monies from various funds (territorial Federal Compulsory Medical Insurance Fund and Social Insurance Fund).

  

Key experience in supporting sports and tourism projects:

Design, construction and operation of the Rai-Iz ski resort in the Polar Urals

CLS associates provided full legal support in the course of the client’s participation in the tender, including analysis of the tender documentation, regional acts, clarifications and other related documents, drafting official requests and letters on behalf of the client, as well as analysis of risks in the draft concession agreement and ways to minimize them.

They also assisted in preparing the client’s tender proposal so it could pass the pre-qualification and in preparing the client’s bid. The client won the tender, and the CLS team represented the client in negotiations of the terms and conditions of the concession agreement with the concessor. The concession agreement was entered into in October of 2022.

  

Construction and operation of a multipurpose sports complex in Omsk on the basis of a concession agreement

The project provides for the construction/reconstruction and operation of a multipurpose sports complex which will accommodate 12 thousand spectators.

The CLS team represents the concessionaire. In particular, CLS associates developed an organizational and legal framework for the project and basic terms and conditions of the concession agreement and drafted a concession agreement as part of a proposal for the project implementation through a private concession initiative.

The concession agreement was entered into with a constituent entity of the Russian Federation in 2020. The CLS team is currently providing legal support to the client in the course of implementing the concession agreement, including with issues related to the federal co-financing procedure and general contract issues.

 The project won the best project award in sports and tourism from the ROSINFRA national prize in infrastructure. The financial closure has already taken place.

  

Key experience in supporting education projects:

Creation and operation of a university campus in Chelyabinsk on the basis of a concession agreement

The project is one of the first projects in Russia that provides for the creation of an all-in educational and social higher education infrastructure on the basis of a concession agreement.

CLS associates drafted a legal and organizational model of the project, the concession agreement and other documents being part of the private concession initiative documents. CLS associates provided legal support to the initiator in negotiating the terms and conditions of the concession agreement with the concessor and advised the concessor on issues related to legal acts and measures required to enter into the agreement.

 The project is intended to be implemented under the “Development of infrastructure for science research and personnel training” federal project of the “Science and Universities” national project and is taking part in a tender to receive federal co-financing. The concession agreement was entered into on October 5, 2022.

  

Construction of a scientific, educational and technological center at the Peter the Great St. Petersburg Polytechnic University

It is planned to implement a project of the Advanced Production Technologies federal tech park on the territory of the main campus of the Polytechnic University by 2024, where the Tech Park buildings will be located on a land plot of 19.2 ha.

The CLS team developed an organizational and legal framework for the project and provided legal support in negotiating the terms and conditions of the concession project implementation with the federal authorities.

In addition, the CLS team assisted in drafting documents necessary for the Russian government to adopt a resolution on entering into a concession agreement and provided recommendations on the financing scheme for the project.

  

Creation and operation of educational facilities in Russian regions

The project provides for entering into concession agreements for financing, design, construction and operation of educational facilities with constituent entities of the Russian Federation and municipal institutions.

CLS associates are providing legal support to the client in the course of entering into concession agreements in eight Russian regions. Services include drafting amendments to the standard concession agreement as agreed upon by the client, financing institutions and concessors, as well as preparing protocols of discrepancies, participating in negotiations with relevant state and local authorities, revising draft concession agreements upon negotiations, consolidating the text of the agreement taking into account the information provided by financing institutions and the client's technical experts. The associates also draft final versions of the concession agreements to be signed and the final versions of the associated resolutions.

 

Key experience in supporting production and logistics infrastructure projects:

Construction and operation of buildings and structures to be appropriately equipped for storage and repair of property of the Armed Forces of the Russian Federation on the basis of a concession agreement

The project provides for the construction of facilities for the storage of military equipment in the volume of 234,000 tons (at least 1,100 units of military equipment) and a cargo turnover of about 143,000 tons.

CLS associates provided comprehensive legal support to the concessor in the course of project implementation, in particular, issued a memorandum regarding the draft concession agreement provided by the client where they analyzed legal risks of the concessionaire and the financing institution, gave recommendations on minimizing or eliminating the risks revealed, drafted necessary amendments to the draft concession agreement and draft direct agreement, provided assistance to the future concessionaire during negotiations with the financing institution and federal executive bodies, provided legal support at the financial closure stage. The Order “On entering into a concession agreement” of the Government of the Russian Federation was approved in 2019.

 

Comprehensive legal support for implementation of the project to build a new national logistics infrastructure

The project provides for the construction of 18 logistics centers which will be completed with equipment and automated mail sorting systems purchased from foreign manufacturers.

CLS associates provide full legal support to the client, including development of a legal PPP model and an organizational and legal framework for the project, as well as contractual documentation for design, construction and operation of logistics postal processing centers, access roads, utilities and other necessary services.

  

Key experience in supporting environmental projects:

Legal support for a bidder in the tender for a regional operator for processing solid municipal waste

CLS advised the client on legal issues related to participation in the tender for a regional operator for processing solid waste. The CLS team carried out an extensive analysis of antitrust and judicial practice, as well as materials of previous tenders for a regional operator and identified the main risks for the client associated with participation in the tender.

The project contemplates that waste will be processed using the most environmentally friendly technologies.

  

Reconstruction, construction and operation of wastewater treatment facilities and a sludge incineration plant

The project provides for an investor to obtain rights to possess and use wastewater treatment facilities of seven main resort centers in a southern region of the Russian Federation, as well as their reconstruction and new construction in order to ensure that wastewater meets sanitary standards. The plans also include construction of a sludge incineration plant. Operation of the reconstructed facility is planned for a long term of up to 49 years. Preliminary estimates are that capital expenditures under the project will will amount to about RUB 85 billion.

The CLS team developed an organizational and legal framework, including a comparative analysis of advantages and disadvantages of potential contractual forms for the project implementation, legal structuring of the agreement subject matter, and practicable financial models for the project, as well as an analysis of tariff regulation measures and development of basic terms and conditions of the concession agreement.

 

Creation and operation of a utilities system – facilities used for processing, decontamination and disposal of municipal solid waste in the Novosibirsk Region on the basis of a concession agreement

The project provides for the construction of two waste sorting plants for domestic waste with capacity of 400,000 tons each and two landfills with capacity of 297.2 thousand tons, as well as all the necessary infrastructure.

CLS associates provided legal assistance to the concessionaire in the course of negotiating and amending the existing concession agreement on terms acceptable to the client.

  

Key experience in supporting housing and public utilities projects:

Construction and operation of water supply and water drainage facilities in Yuzhno-Sakhalinsk

The CLS team provided legal support to the concessionaire, a joint venture between Rosvodokanal and VEB.RF, in the course of submitting a private concession initiative for a project on creation, reconstruction and operation of water supply and water drainage facilities in Yuzhno-Sakhalinsk.

CLS associates developed an organizational and legal framework for the project, drafted a trilateral concession agreement and represented the client in negotiations with the concessor. They also advised the client on other issues related to the project implementation, including issues related to the payment mechanism and federal co-financing.

The project was presented in Moscow as part of the Sakhalin Oblast PPP projects roadshow with the support of the Ministry of the Russian Federation for the Development of the Far East and the Arctic, together with the Far East and Arctic Development Corporation. The concession agreement was entered into on December 2, 2021.

  

Upgrading of water supply and water drainage facilities in a municipality of the Central Federal District

The CLS team provided legal support to one of the largest private operators in water supply and water drainage in Russia in a project on upgrading water supply and water drainage facilities in one of the Russian regions on the basis of a concession agreement and with the use of other contractual forms.

CLS associates analyzed the organizational and legal framework of the project implementation, including possible risks and ways to minimize them, drafted the concession agreement and other key agreements under the project, and advised the client on issues related to the project implementation. The project is intended to reduce the number of accidents in water supply and water drainage lines in the central city of the region, and should have a positive impact on the environmental situation in the region.

The project affected a notable number of real estate facilities held by the project participants with a different legal status, and there were tight deadlines to analyze and draft the project documentation. The concession agreement was entered into on November 3, 2022. Volume of investments: RUB 46.5 billion.

  

Key experience in supporting urban transportation and infrastructure projects:

Legal support for a project on creation and operation of the “Kupchino metro station – Shushary – Slavyanka” tramway line.

The project provides for the creation of a high-speed tramway line and a tramway depot and their further maintenance on the basis of a concession agreement along the route “Kupchino metro station – Shushary – Slavyanka.

CLS associates provided legal support to Northern Capital Tramways, LLC, a bidder, in the course of the bid submission stage, including representing the client before an antitrust authority following the tender procedures, drafting the basic terms and conditions of the construction contracts / supply agreements under the project and support to the client in negotiations with the potential contractor/supplier, drafting the main terms and conditions of the rolling stock purchase agreement and support to the client in negotiations with the potential supplier, as well as advising on tax issues. The concession agreement was entered into in 2019.

  

Development of a paid parking system structure for public regional roads in St. Petersburg

CLS, together with the Transport Intellectual Systems Research and Production Center, acted as a consultant to the Government of St. Petersburg and assisted in developing a paid parking system scheme in St. Petersburg. CLS associates carried out a comprehensive analysis of the legal aspects associated with the creation of an automated parking payment system in St. Petersburg.

They also developed proposals for amendments to the legislation of St. Petersburg required for implementing paid parking projects on the basis of public contracts and concession agreements.