Fiscalía General de la Nación and ProColombia in alliance with Bonus Banca de Inversión and Currie & Brown, would like to extend our thanks to everyone who participated in the PPP FISCALIA GENERAL DE LA NACIÓN webinar, project that aims to facilitate access to justice for the citizens.
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INVESTMENT OPPORTUNITIES - PPP FISCALIA GENERAL DE LA NACIÓN –CALI
1. PPP PROJECT - Fiscalía General de la Nación Cali - FGN
The Financing, carrying out the definitive Detail Studies, Demolition, Construction, Equipment,
Operation and Maintenance for the Headquarters of The Office of the Attorney General of
Colombia located in the City of Santiago de Cali, at the expense and risk of the Concessionaire
and transfer to the Government at the end of the contract.
2. Content
I. Executive Summary
II. Project justification
III. Project Scope
IV. Payment and Compensation Scheme
V. Transaction Outline
VI. Hedging Mechanisms (Rights of investors and
banks)
VII. Contract Considerations
VIII. Bidding Process
3. Source of Revenues
• PPP Future Colombian Government
budget commitments
• Commercial Exploitation
Land Availability
Executive Summary
Project Objectives
• Renew the image of the institution.
• Facilitate access to services to the citizens.
• Improve the users experience by reducing
waiting times.
• Centralize dependencies of the agency.
• Reduce the operating costs of the FGN* in
Santiago de Cali.
Estimated start date Q2 2021
Project Duration
The estimated term of the Project is 25 years.
• Pre-Operative Stage
• Pre-Construction Stage 1 years
• Construction Stage 2 years
• Operation and Manteinance 22 years
Project Description
Construction, Operation and Maintenance
(non-mission facility management services) of
∽38,500 m2 of the new headquarters of The
Office of the Attorney General in Santiago de
Cali, which will have an estimated capacity of
1,400 employees. Land available with a useful area of 6,410.27
m2 in front of the “Ciudadela de la Justicia”
*FGN: The Office of the Attorney General of Colombia
4. Content
I. Executive Summary
II. Project justification
III. Project Scope
IV. Payment and Compensation Scheme
V. Transaction Outline
VI. Hedging Mechanisms (Rights of investors and
banks)
VII. Contract Considerations
VIII. Bidding Process
5. FGN Strategic Objectives 2020-2024: Results “Near the streets and territories”
Strategic Objective #4: To equip The Office of the Attorney
General with the appropriate physical infrastructure according to
its needs
Actions for the proper achievement of the strategic
objectives # D: access to justice will be expanded through
multiple channels of assistance, including digital
Description: 84. The Office of the
Attorney General that serves as a
gateway to justice. In order to
strengthen the legitimacy of justice in
Colombia, The Office of the Attorney
will work on different purposes to
show citizens and residents of the
country that the Entity is a strong, agile
and reliable institution that operates as a gateway from citizens
to justice.
Description: 46. Construction, completion
and adaptation of headquarters. As part of
the process that started in 2020, the
strengthening of the physical infrastructure
of The Office of the Attorney General will
continue. This includes the construction of
headquarters in the sectional Offices with
the higher demand of justice, as well as the
conclusion of constructions that have already begun.
All the steps have been taken to arrange the financial resources and
provide Cali with a bunker suitable for the needs of the city. Other cities
such as Popayan and San Jose del Guaviare will also have new
infrastructure and Cucuta, Canapote and Cartagena (Hocol
headquarters) will be in operation.
Adopt an objective that projects the entity towards 2024, to continue and strengthen, as appropriate, several goals set by the Direction in times of
COVID 19, be prepared for the possibility that the pandemic may continue and, in any case, will lead it to strengthen investigation and prosecution work
more broadly and with a greater impact on the territories.
6. Content
I. Executive Summary
II. Project justification
III. Project Scope
IV. Payment and Compensation Scheme
V. Transaction Outline
VI. Hedging Mechanisms (Rights of investors and
banks)
VII. Contract Considerations
VIII. Bidding Process
7. Project Scope - Location
CIUDADELA DE LA JUSTICIA Partial Plan
Comprehensive urban renewal treatment
Centro Global - Distrito Santiago de Cali • Location: El Calvario neighborhood,
Commune 3, Municipality of
Santiago de Cali.
• Delimiting on the north side with
Carrera 10 and on the south with
Carrera 12, between streets 12 and
13.
• Block area A-0202 (UAU 1):
• Sub-area 1: globe of land
destined for the
development of the project
of the Regional Headquarters
of The Office of the Attorney
General of Colombia (area
6,410.27 m2)
• Sub-area 2: terrain balloon
2- race 11 (area 814.22m2)
8. Project Scope – Technical characteristics
Dependencies:
• Sectional address
• Delegated tax offices before the superior court
• Prosecutors delegated to the judges of the specialized
circuit
• Special Unit of Prioritization Prosecutors
• Sectional prosecutors
• Local prosecutors
• Theft and Scam Unit
• CAF Prosecutor's Attention Center
• Immediate Reaction Unit URI
• Complementary spaces
• Future growth areas
• Services
I.O.
Partial
Plan
Maximum
occupancy
area
UAU 1
Preliminary
footprint
occupation
area
I.C.
Partial
Plan
Max area
building
UAU 1
Construction
area projected
in PA
Number of
heights
allowed
Partial Plan
0,70 5.057,14 m2
4.217 m2 11,20 80.914,28 m2
38.497,82 m2 16 pisos
• Construction limits according to the Partial Plan Ciudadela
de la Justicia
9. Content
I. Executive Summary
II. Project justification
III. Project Scope
IV. Payment and Compensation Scheme
V. Transaction Outline
VI. Hedging Mechanisms (Rights of investors and
banks)
VII. Contract Considerations
VIII. Bidding Process
10. Payment Method
Future Government
budget commitments
(Vigencias Futuras)
Commercial Exploitation
Main subaccount
Surplus Sub-account for
the Agency
• The Agency Surplus Sub-Account is the account in
which certain sums will be deposited that will remain
under the control of the Contracting Entity, for the
purposes of the Project, as provided in the General Part
of the Contract.
• The Main Sub-Account is the Trust's account into which
certain sums will be deposited that will remain under
the control of the Agency, for the purposes of the
Project, as provided in the General Section of the
Contract.
Agency Payments Sub-
account
• The Agency payment Sub-account is the account in
which the resources from the Future Government
budget commitments destined to the payment of the
Concessionaire Remuneration will be deposited.
• Compensation is made up of two components:
• (i) Remuneration on the availability of completed works. *
• (ii) Remuneration for Commercial Development.
• * The amount of applicable deductions (DTAh) will be discounted each month
95%
5%
12. Content
I. Executive Summary
II. Project justification
III. Project Scope
IV. Payment and Compensation Scheme
V. Transaction Outline
VI. Hedging Mechanisms (Rights of investors and
banks)
VII. Contract Considerations
VIII. Bidding Process
13. Transaction Scheme
*Optional
Concession of the new building
of the Fiscalía General de la
Nación in Santiago de Cali –
SPV-
State budget
Trust
Controlling and
supervision
Contract
Management of
resources
Construction payments
Payments for O&M
Advisors: Legal,
Financial, Accounting &
Tax, Social and
environmental, etc.
Contract
O&M
EPC
Contract
Insurance and
Reinsurance
Debt
Equity
Commercial
Exploitation
Income
Advisors creditors:
Legal & Independent
Technical
Policy of the main
contract
Users
Shareholders
Creditors
Operator * Constructor (EPC)
Comptroller
14. Content
I. Executive Summary
II. Project justification
III. Project Scope
IV. Payment and Compensation Scheme
V. Transaction Outline
VI. Hedging Mechanisms (Rights of investors and
banks)
VII. Contract Considerations
VIII. Bidding Process
15. Hedging Mechanisms
Pressure mechanisms -
fines
The FGN is entitled to impose three types of fines
against a total or partial non-compliance by the
concessionaire, for each day of non-compliance.
The conditions are defined and are appplicable for
the entire duration of the contract
Seizure
Lenders are entitled to take control of the Project
if:
• The concessionaire does not fulfill its financial
obligations towards the lenders.
• Prior to the declaration of early termination of
the Contract.
Formulas in the evento of
early termination of the
Contract
Formulas in the event of an early termination,
protects the interests of Lenders throughout all the
stages of the Contract
Alternative Dispute
Resolutions
• Amicable settlement
• Arbitral Tribunal
Insurance and policies
Insurance assurances defined in the Contract (Sole
performance bond, non-contractual liability policy).
Deductios for
underperforming -
Maximum limit
It is possible to apply deductions in accordance
with the set of indicators of failure in the supply of
the service, which are included in the Compliance
Fulfillment Index.
Such deductions are limited by the fulfillment of
the financial requirements of the Project.
16. 𝐹 =
𝑤=1
𝑓
𝐸𝑤 + 𝑈𝑤 − 𝐼𝑛𝑡𝑤 − 𝐴𝑚𝑜𝑟𝑡𝑤 − 𝐷𝑖𝑣𝑤 ∗
𝐼𝑃𝐶𝑓−1
𝐼𝑃𝐶𝑤
∗ 1 + 𝑇𝐸 𝑓−𝑤
Debt
disbursemen
ts
𝐶 =
𝑤=1
𝑓
𝐴𝑅𝑤 − 𝑅𝐴𝑤 − 𝑆𝐴𝑤 ) ∗
𝐼𝑃𝐶𝑓−1
𝐼𝑃𝐶𝑤
∗ 1 + 𝑇𝑅 𝑓−𝑤)
Costs and
Expenses
Risk
Compensation
C
Formula
F
Formula
𝐹𝑇𝐴 = 𝐷𝑦𝑀𝑓 + 𝐶𝑃𝑓 + 𝑂𝐸𝐶𝑓
)
∆ = 𝑀𝑖𝑛 𝐶, 𝐹
Settlement
Value
Hedging Mechanisms - Early Ending Formulas (1/2)
Remuneration
adjusted for
compliance index
Time recognition
of values at time
f-1
Recognition of the cost
of opportunity of the
securities at time f-w
Equity
Drafts
Debt Interests
Debt
Amortizations
Dividend
Payment
Time recognition
of values at the
moment 𝑚 + 𝑙
Recognition of the
opportunity cost of
the securities at the
moment 𝑚 +
18. Content
I. Executive Summary
II. Project justification
III. Project Scope
IV. Payment and Compensation Scheme
V. Transaction Outline
VI. Hedging Mechanisms (Rights of investors and
banks)
VII. Contract Considerations
VIII. Bidding Process
19. Contract considerations
Total Contract Term - 25 years
12 months 24 months 262 months 2 months
Pre-Constr. Construction Operation and maintenance Reversion
Retribution
Concession Contract under the PPP mechanism of Law 1508 of 2012
Structured in Stages and Phases
Pre-Operative Stage Operation and maintenance stage Reversal Stage
End of
Project
Initiation Act
Financial closure
• Subscription of the EPC
contract.
• Network Inventory.
• Delivery of Works Plan.
• Development of studies
and detailed designs.
• Obtaining licenses.
• Financial closure.
• Demolitions
• Excavations, foundations,
structure, equipment.
• Construction and delivery of
works aligned the technical
specifications and contract
requirements.
• Operation of the entire project and provision of
services.
• Maintenance of the entire project and provision of
services.
• Compliance with service levels.
• Compliance with quality standards.
• Compliance with indicators.
• Administration of the concession company.
• Final verification
of Project
compliance
• Reversion to the
FGN of the
concession
assets
20. Contract considerations
General Part Special Part Technical Appendix
• It indicates the Object of the
Contract, the general and special
obligations of each of the parties
in each of the Stages and Phases
of the Contract, the distribution of
risks, the provisions regarding the
resolution of disputes, guarantees
and insurance, events excluding
liability , enforcement
mechanisms, grounds for
termination of the contract,
provisions on the settlement of the
contract.
• It contains the specific aspects
of the project in terms of real
estate assigned to the contract,
value of the Contract, financial
aspects, fines and penalty
clause, insured values of the
guarantees and formulas for
the settlement of the contract.
• Technical Appendix 1: Work
Program
• Technical Appendix 2: Design
and Construction Requirements
• Technical Appendix 3:
Equipment Requirements
• Technical Appendix 4:
Service Requirements
• Technical Appendix 5:
Business Development
21. Contract object definition and regulation of aspects such as:
• General and specific obligations of each party, during every stage of the contract.
• Source of income: Future Government Budget Commitments (vigencias futuras). And income
from commercial activities.
• Remuneration for availability of works and commercial development.
• Technical aspects: Detailed designs and studies. Verification of the conformity of the construction.
• Licenses and permits.
• Operational aspects. Performance indicators verification.
• Hedging mechanisms.
• Risk allocation.
• Penalties and reward schemes.
• Events for the exclusion of Liabilities
• Dispute resolution
Contract – General Part
Contract considerations – General Part
22. - Stand-alone trust fund: amounts and dates of the
contributions to each special account:
- Remuneration and deduction formulas
- Accreditation mechanisms for the financial closing:
1. National, international or multilateral bank debt, certified
by: credit agreement, or credit certification.
2. Bond operations in the capital markets certified by
Certification of the titleholder, trust fund certification, and
firm underwriting.
3. Debt from investment funds.
- Compensation and deduction formulas
- Financial closing acreditation mechanism
- E.P.C. contract requirements
• Experience in studies and design of vertical
infrastructure.
• Experience in institutional or commercial
buildings, for services and management
activities.
Contract considerations – Special part
Contract - Special part
23. TECHNICAL APPENDIX ANNEXES OBJECTIVE
Technical Appnedix 1:
WORK PROGRAMM
No contiene To establish a timeframe for each stage of the project, as well as its
monitoring tools.
Technical Appendix 2:
DESIGN AND CONSTRUCTION REQUIREMENTS
• Annex A: Architectural program
• Annex B: Networks information
To establish the scope and requirments of the proyect.
Technical Appendix 3:
EQUIPMENT REQUIREMENTS
• Annex A: Provision Guide Format
• Annex B: Equipment Format
• Annex C: Expendable list format
To establish the scope and requirements regarding the equipment
supplies.
Technical Appendix 4:
SERVICE REQUIREMENTS
• Annex A: Management and continous improvement
indicators
• Annex B: Service requirements
• Annex B.1: Maintenance and preservation of instrument
• Annex B.2: Supply, Maintenance, replacement of furniture and
equipment
• Annex B.3: Supply, maintenance, replacement of special
instruments.
• Annex B.4: Pest control and fumigation
• Annex B.5: Green spaces and gardening
• Annex B.6: cleaning
• Annex B.7: monitoring, transit and parking
• Annex B.8: cafetería
• Annex B.9: waste management
• Annex B.10: Public service administration
• Annex B.11: Control and Care Centre ( CAC)
• Annex C: weighing
• Annex D: Service Time
To establish the scope and requirements for the contractual service
provision of the concessionaire, as well as its quality standards.
Technical Appendix 5:
COMMERCIAL DEVELOPMENT
No contiene To establish the scope and requirement for the development of the
commercial areas.
Contract considerations – Technical Appendix
O&M
stage
Pre-Operative
Stage
24. Contract considerations - LEED BD+C certification: New Construction
Certified level: (Between 40 to 49 point)
Version # 4 for the design and construction of
buildings
The project must fulfill the requirements and
conditions to obtain the registry at the US
Green Building Council (USGBC).
Location
and
transport
Sustainable
sites
Efficient use of
water
Local sourcing of
materials
Interior
environmental
quality
Innovation in
design
Energy use and
environment
25. Contract considerations – Mandatory Services of the Concessionaire
– There will more standards and indicators for every service of the operation stage.
– The concessionaire can provide additional voluntary services.
• Infrastructure conservation and maintenance.
Ensure the proper functionning and conservation of the infrastructure
in a permanent, eficient and effective way, during the entire contract
term.
• Furniture and equipment supply, maintenance, and
replacement.
Ensure the operation of the administrative furniture and equipment
needed for the service provision.
• Supply, maintenance, and replacement of special
security electronic systmens and communications.
Support the connectivity amongst all functional areas, as well as
external communications of The Office of the Attorney General of
Colombia.
• Pest control and fumigation.
Use the appropiate methods in the interior and exterior of the building.
building.
• Green areas and gardening
Aestethic and complementary landscape.
• Cleaning service.
Cleaning and desinfecitons of each area, equipment and instalation.
• Monitoring, transit and parking service
According to CTI regulations.
• Cafeteria.
Coffee, tea, water twice a day, according to schedule, for directors,
assistan directors, and head of units.
• Municipal, Special, and biological/infectious hazardouz
waste, management and final disposal.
To establish proper waste management and disposal, according
to regulations.
• Public service administration, conservation and efficient ue
resources.
Request authorizatioins to competent authorities.
• Control and Care Centre Service.
Available 24/7 365 days a year, to attend calls and emails from The
Office of the Attorney General of Colombia.
26. Attainment of the construction or
environmental licenses and permits.
Management of identified and unidentified
networks.
Modifications on the Detail Studies made
by the Concessionaire.
Variations in the amounts of Works of the
Pre-operative Stage.
Variations in prices of materials required
for the Pre-operative Stage activities.
Availability of materials for the Pre-
operative Stage activities.
Variations in the cots of risk hedging
mechanisms of the Pre-operative Stage.
Additional resources not established in the
contract that the Concessionaire shall
have to contribute to the Amicable
Settlement Subaccount during the Pre-
operative Stage.
Contract considerations – Risk matrix
Design and
Construction
Concessionaire
Contracting entity
Modifications in the Detail Studies
requested by the Contracting Entity.
Additional resources not established in the
contract that the Concessionaire shall
have to contribute to the Comptroller
Subaccount during the Pre-operative
Stage.
27. Variations in the amounts of any material
and/or equipment during the O&M and
Reversion Stages, including variations in
the amounts of materials and/or
equipments defined in anual revisions.
Connection and/or reconnection of public
services.
Variations in the costs of the risk hedging
mechanisms during the O&M and
Reversion stages
Additional resources not established in the
contract that the Concessionaire shall
have to contribute to the Amicable
Settlement Subaccount during the O&M
and Reversion Stages.
Availability of materials and/or equipment
required for the activities of O&M and
Reversion Stages.
Variations in prices of materials and/or
equipment required for the completion of
the project during the O&M and Reversion
stages.
Contract considerations – Risk matrix
Operation and
Maintenance
Additional resources not established in the
contract that the Concessionaire shall
have to contribute to the Comptroller
Subaccount during the O&M and
Reversion Stages.
Concessionaire
Contracting entity
28. Contract considerations – Risk matrix
Lack of general liquidity during the
peformance of the Contract.
Fialure to obtain all Debt Resources and
Project Equity Resources.
Insurable events.
Regulatory
Contracting entity
Changs in the law that impact the
Technical Specifications.
Privado
Modifications in the legal framework (in
general).
Force Majeure
Idle costs incurred due to a longer period of
time in the execution of Works which resulted
from exclusion of liability events.
Non-insurable events.
Financial
Alterations in the financing conditions.
Commercial
Varations in the commercial exploitation
income.
FX
Variations of Colombian peso value
against other currencies.
Political
Risk of variations in macroeconomic
conditions that may have an impact on the
project.
Concessionaire
29. Content
I. Executive Summary
II. Project justification
III. Project Scope
IV. Payment and Compensation Scheme
V. Transaction Scheme
VI. Hedging Mechanisms (Rights of investors and
banks)
VII. Contract Considerations
VIII. Bidding Process
30. Incorporation – legal capacity and representation
• National or Foreign Natural Persons.
• Foreign Legal Persons not domiciled or
without a branch office in Colombia- Must
have a proxy or attorney domiciled in
Colombia.
• National or Foreign Legal Persons domiciled
or with a branch office in Colombia.
• Net worth
• Debt capacity
• Debt ratio, or
• Stable credit line
• Work force
Successfull financing of infrastructure projects under PPP
scheme and/or Concession and/or similar contracts.
• One (1) infrastructure project with an amount of
financing similar to this project, or
• Up to four (4) projects which, when considered as a
whole, are related to this project, and at least one (1) of
their financings have the established minimum amount.
• Incorporation and legal representation of a
Foreign PEF's GP or of a local PEF's managing
company.
Legal Capacity Financial Capacity Investment Experience
Private Equity Funds
EVALUATION AND SELECTION FACTORS SCORE
Economic Offer Up to 700 Points
Quality Up to 190 Points
Incentive to National Industry Up to 100 Points
Contracting of Personnel with disability Up to 10 points
TOTAL 1.000 Points
• The PEF's Financial Capacity will
correspond to its investment
commitment
Private Equity Funds
• Investment capacity will be accredited through the GP.
Private Equity Funds
Bidding Process – Requirements
31. Bidding Process – Quality Factors
Criteria Score
Guarantee the attainment of a LEED certificate with a level
superior than the one established in the Contract (LEED
Certificate BD+C: New construction, certified level, 40 and 49
points), and that such certificate is attained through the
compliance of 60% of each of the following credits related to:
a)Efficient use of water,
b) Efficient use of energy,
c) Interior environment quality,
d) Materials and resources, and
e) Credits for design innovation.
40 points
Guarantee the supply and installation of at least 1 vehicle chassis
identification scanner with connection to the CCTV room as a
surveillance tool for the entrance and exit of the project's
basements, including:
a) Replacement of equipment, 2 times during the term of the
Contract (in years 11 and 25), and
b) Operation and maintenance of such equipment during the
term of the Contact.
50 points
Implement marble-based finishes on walls and floors in all spaces
for public use within buildings, including lobbies, receptions,
waiting rooms, toilets and public access circulations.
30 points
Criteria Score
The design of the Project will include the implementation of
landscaped terraces on rooftops, in a percentage equal to or
greater than 10% (ten percent) of the total rooftop surface of the
buildings. Said terraces will have access to visitors or
administrative staff of The Office of the Attorney General of
Colombia, as well as natural vegetation.
40 points
The Project design will include the implementation of rest and
recreation areas, with an area of at least 150 square meters in
total, available only to officials, which will contemplate the
following furniture and equipment:
Sofas and center tables
Bookcase
Flat-screen TV of at least 50 inches
Includes the replacement, operation and maintenance of the
furniture during the term of the Contract according to its useful
life and will be subject to the provision of the Services in terms of
the Contract and its Technical Appendices.
30 points
TOTAL 190 points