HomeMy WebLinkAboutCC.14 Hawkins Delafield & Wood LLPCOUNTY OF HAWAI‘I
OFFICE OF THE CORPORATION COUNSEL
101 Aupuni Street, Suite 325 Hilo, Hawai‘i 96720 Phone (808) 961-8251 Fax (808) 961-8622
Hawai`i County is an Equal Opportunity Employer and Provider
Mitchell D. Roth
Mayor
Elizabeth A. Strance
Corporation Counsel
J S. Yoshimoto
Assistant Corporation
Counsel
July 26, 2023
Via Electronic Mail only
Eric (Rick) J. Sapir
Hawkins Delafield & Wood LLP
One Gateway Center, 24th Floor
Newark, New Jersey 07102
esapir@hawkins.com
Dear Mr. Sapir:
Re: Fiscal Year 2023-24 Professional Services: Statement of Qualifications (SOQs)
Thank you for submitting your firm’s Statement(s) of Qualifications for providing
professional services to the Office of the Corporation Counsel, County of Hawai‘i.
Based upon the information provided, the Department’s review committee has
determined that your firm is qualified to perform services for the following category(ies):
CC.1) Attorney/Law (Civil Rights Defense)
CC.2) Attorney/Law (General Personal Injury Defense)
CC.3) Attorney/Law (Criminal Defense of County Employees)
CC.4) Attorney/Law (General defense in civil matters, including
administrative proceedings)
CC.5) Attorney/Law (Federal and State Tax)
CC.6) Attorney/Law (Worker's Compensation)
CC.7) Attorney/Law (Constitutional)
CC.8) Attorney/Law (Public Sector Employment)
CC.9) Attorney/Law (Public Financing)
CC.10) Attorney/Law (Drafting of Legislation and Administrative Rules)
CC.11) Attorney/Law (Real Estate)
CC.12) Attorney/Law (Land Use, Planning)
CC.13) Attorney/Law (Class Actions)
CC.14) Attorney/Law (Procurement)
CC.15) Attorney/Law (Enforcement of Federal, State and County Law)
CC.16) Attorney/Law (Condemnation)
CC.17) Attorney/Law (Construction Litigation)
CC.18) Attorney/Law (Bankruptcy)
CC.19) Attorney/Law (Commercial Transactions)
Eric (Rick) J. Sapir
Hawkins Delafield & Wood LLP
July 26, 2023
Page 2
CC.20) Attorney/Law (Collections)
CC.21) Attorney/Law (Fair Labor Standards Act and other laws related to
compensation)
CC.22) Attorney/Law (Environmental)
CC.23) Attorney/Law (Regulatory)
Your firm will remain on the Department’s List of Qualified Providers of Professional
Services until June 30, 2024. For your information, this list may be utilized by any
County agency during this time period.
When the need for professional services arises, a selection committee will review the
qualifications of firms on the list in the appropriate category. Professional services
procurements that equal or exceed $5,000.00 are posted on the County’s website within
seven (7) days of the contract award.
Thank you for your interest in providing professional services to the County of Hawai i. If
you have any questions or concerns, please contact Amy Bautista at
corpcounsel@hawaiicounty.gov or (808) 961-8251.
Respectfully,
Lerisa L. Heroldt
Deputy Corporation Counsel
Litigation Section Chief
Chair, 2023-24 Professional Services Statement of Qualifications Review Committee
cc: Megan I. Sartor (via e-mail only)
MSartor@hawkins.com
Eric (Rick) J. Sapir
Hawkins Delafield & Wood LLP
July 26, 2023
Page 3
bcc: County of Hawai‘i, Procurement with enclosure (application packet)
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Direct Dial: (973) 642-1188
Email: esapir@hawkins.com
June 6, 2023
Ms. Elizabeth A. Strance
Corporation Counsel
County of Hawai’i
101 Aupuni Street
Suite 325
Hilo, HI 96720
Email: corpcounsel@hawaiicounty.gov
Dear Ms. Strance:
We are pleased to submit this Statement of Qualifications and Expression of
Interest in response to the County’s most recent Notice for Professional Services (HRS 103D-304).
Hawkins Delafield & Wood LLP (“Hawkins”) specializes in representing counties, municipalities,
authorities, and other public entities in the procurement, development, financing, and
implementation of wastewater, water, solid waste, power and renewable energy, social
infrastructure, and transportation projects as well as in public finance matters in all sectors. We
would like to request the opportunity to be included in the County of Hawai’i’s List of Qualified
Providers of Procurement Law, Environmental Law and Bond Counsel services for projects arising
during Fiscal Year 2023-2024.
Hawkins is the leading law firm in the nation with respect to assisting public entities
like the County of Hawai’i (the “County”) in the procurement and contract negotiations for
wastewater, water, solid waste, power and renewable energy, social infrastructure, and
transportation projects. We have worked on over 250 projects in 25 states on behalf of
municipalities, counties, and public authorities. Substantially all of these projects have been
delivered on an alternative delivery, private asset management, or P3 basis. We are also
consistently ranked as one of the top three public finance firms in the country as published by the
Bond Buyer.
We have national practices in these sectors and have represented each of the
counties in Hawai’i. We are currently assisting the County with the re-negotiation of its existing
PHONE: 212-820-9300
FAX: 212-514-8425
7 WORLD TRADE CENTER
250 GREENWICH STREET
NEW YORK, NY 10007
WWW.HAWKINS.COM
NEW YORK
WASHINGTON
NEWARK
HARTFORD
LOS ANGELES
SACRAMENTO
SAN FRANCISCO
PORTLAND
ANN ARBOR
RALEIGH
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Landfill Construction, Operation and Closure Agreement with Waste Management of Hawaii. As
a first step in our engagement, we successfully negotiated and executed an amendment that
contained an interim lower rate that has saved the County over a million dollars since the beginning
of the interim arrangement. We worked with the County staff to identify desired changes to the
existing agreement, we have successfully negotiated changes to the scope and risk allocation to
reflect the County’s objectives, and are currently in the process of negotiating a permanent fee
structure. In 2015, Hawkins assisted the County with the negotiation of a Service Agreement for
an organic waste diversion program. The Firm prepared a comprehensive draft service agreement
and assisted the County of Hawai’i to successfully negotiate a complex design-build-finance-
operate-maintain ten-year agreement. This project was restructured, and the Firm assisted the
County of Hawai'i with the drafting and negotiating of the revised Service Agreement. In addition,
we have assisted the County of Hawai’i twice in connection with its procurement of a waste
conversion facility, the first of which resulted in a fully negotiated Service Contract with
Wheelabrator Technologies (the project was ultimately deferred by the County Council), and the
second of which was cancelled due to unfavorable off-take conditions. Working closely with the
County staff and the County’s consulting engineer, we advised the County regarding procurement
structuring and fundamental deal issues including ownership and financing considerations,
assisted in the development of procurement documents including preparation of a draft Service
Contract that was included with the request for proposals, assisted with the evaluation of
qualification statements and, with respect to the first procurement, proposals, advised on risk
allocation, performance guarantees, and security for performance, and with respect to the first
procurement, negotiated and prepared the final Service Contract and addressed issues concerning
the power purchase agreement.
We are currently serving as special counsel to the Honolulu Board of Water Supply
which is utilizing the design-build-operate-maintain contracting method to procure a seawater
desalination facility project in Oahu, Hawaii (1.7 mgd, expandable to 5 mgd). As special counsel
we have assisted in the development of the Stage-1 RFP and the Stage-2 RFP solicitation
documents and the proposal review process. Hawkins also has drafted the DBOM service
agreement and will play a central role in the contract negotiations with the successful proposer
should BWS determine to move forward with the project. Hawkins worked with Kaua’i County in
connection with a solid waste conversion project feasibility study several years ago and have
stayed in touch with the County’s staff regarding the potential development of a conversion
facility. In addition, in 2017 we represented the County of Kaua’i as Disclosure Counsel in
connection with the County of Kaua’i’s general obligation bond financing. We prepared the
preliminary and final official statements, held a disclosure workshop with key County personnel
and advised on various disclosure matters. We have represented the City and County of Honolulu
in connection with a solid waste flow control analysis, and previously in connection with the
financing of H-Power. We have also assisted the County of Maui with public financing matters.
In fact, we have represented each County in public finance transactions. Based upon our significant
experience generally in the wastewater, water, solid waste, power, renewable energy, social
infrastructure, transportation, and public finance sectors, and in light of our previous engagements
with the County and other Hawai’i public entities, we are uniquely positioned to cost effectively
provide the County with considerable “value added.”
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General Firm Information. Hawkins Delafield & Wood LLP has a long history of
specializing in legal services in the public sector. We were founded in 1854 and have played a
significant role in the development and financing of much of the nation’s public infrastructure. We
currently have a team of approximately 80 attorneys and 69 support staff members with offices in
Newark, NJ, New York, NY, Los Angeles, CA, San Francisco, CA, Sacramento, CA, Hartford,
CT, Washington, D.C., Portland, OR, Ann Arbor, MI, and Raleigh, NC. We would be able to
provide electronic case files to the County during and following the conclusion of any matter.
A comprehensive description of our Firm and our qualifications to provide
wastewater, water, solid waste, power, renewable energy, social infrastructure, transportation, and
public finance legal counsel services are attached hereto.
Hawkins’ Services. Our services consists primarily of advising the client on project
structure, approach, and related business and risks issues, preparing or assisting in the preparation
of procurement documents, assisting in the review, clarification and evaluation of proposals, and
the preparation and negotiation of a final agreement with the most advantageous proposer. We
work closely with and assist the client’s in-house legal counsel. Because Hawkins is thoroughly
familiar with how these transactions are concluded, and as we have worked with clients
administering contracts during the construction and operation phases of these projects, we can
bring critically important perspectives to the structuring, drafting, and negotiation phases of the
County’s projects on a very cost-effective basis. In the public finance sector, we have performed
all services associated with bond and note transactions, having served as bond, underwriter’s,
trustee’s, bank, and borrower’s counsel on thousands of transactions. Our tax department and
disclosure experts are recognized nationally for their expertise.
Qualifications Highlights. Hawkins’s qualifications to assist the County are set
forth in detail in Appendix B (Statement of Qualifications to Provide Legal Services for
Procurement Law and Public-Private Partnerships in the Wastewater, Water, Solid Waste, Power
and Renewable Energy, Social Infrastructure, and Transportation Sectors) attached hereto and are
briefly summarized below:
Depth of Experience. There are 10 attorneys in Hawkins’ Public Contracts Group,
providing our municipal clients with the greatest depth of experienced resources available from
any American law firm.
Wastewater Projects. We have served as special contract counsel on over 50
wastewater projects. These have included contractual operations, management of existing facilities
with extensive treatment capacity upgrades, and new construction transactions.
Water Projects. Hawkins Delafield & Wood LLP’s special contract counsel
experience includes 40 water projects, with most involving new or “greenfield” construction and
many among the largest in the country.
Solid Waste Projects. Hawkins Delafield & Wood LLP has worked as special
counsel to municipal government on more than 150 solid waste projects.
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Energy. We have worked as special counsel on dozens of energy projects,
including solar, digester gas to energy, digester gas to RNG, landfill gas to energy, landfill gas to
RNG, cogeneration and power purchase agreements.
Social Infrastructure. Hawkins Delafield & Wood LLP is one of a limited number
of law firms in the country that specialize in owner-side procurement in the social infrastructure
sector, including court buildings, university housing, schools, convention centers, administration
buildings, and other municipal buildings.
Transportation. Hawkins Delafield & Wood LLP specializes in owner-side
procurement and finance in the transportation sector.
Public Finance. Hawkins is one of the premier public finance firms in the country.
We are consistently ranked in the top three law firms by the Bond Buyer as both Bond Counsel
and Underwriter’s Counsel.
No Conflict of Interest. In our procurement/contract counsel practice, Hawkins
Delafield & Wood LLP represents municipal, state, and federal government clients only, not
companies, and thus is free from any potential conflicts of interest with private sector companies.
Public Contracts Group. Overall, our Public Contracts Group has worked on
more than 200 civil infrastructure projects for public sector clients, including projects in
wastewater, water, solid waste, energy, recycling, and general municipal services fields and
involving all forms of public-private partnerships. These projects have an excellent record of
successful implementation.
Industry Innovators. Hawkins Delafield & Wood LLP has originated many new
and useful solutions to the challenges of public procurements and contracting in the municipal
utility asset management and aggregated services field, in areas ranging from RFP structuring,
contract concepts and forms, to IRS rulings on acceptable “private activity” terms.
Leading Practitioners. Hawkins’ unsurpassed national experience places it in the
front rank of professional practitioners in public finance as well as in the wastewater, water solid
waste, power and renewable energy, social infrastructure, and transportation P3 and alternative
delivery contracts field, and that experience allows us to provide a unique perspective to the
projects on which we are engaged.
Commitment to Engagement. I would be the partner in charge of this engagement
should the County elect to retain our firm. I have been working with Hawkins in the Public
Contracts Group since 1986. I serve or have served as negotiating counsel on dozens of
wastewater, water, solid waste, recycling, power, renewable energy, social infrastructure,
transportation, and finance engagements including for County of Hawai’i, the County of Kaua’i,
City and County of Honolulu, the City of Los Angeles, Monmouth County (New Jersey), LaCrosse
(Wisconsin), New York City, Wake County (North Carolina), San Jose (California), Montgomery
County (Ohio), City of Greensboro (North Carolina), Camden County Municipal Utilities
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Authority (New Jersey), Virgin Islands Waste Management Authority, City of Los Angeles,
Vancouver (BC), New Hanover County (North Carolina), Burlington County (New Jersey),
Broome County (New York), Onondaga County (New York), Town of Huntington (New York),
Halifax (Nova Scotia), Arecibo (Puerto Rico), Somerset County (New Jersey), Clarkstown (New
York), Tacoma (Washington), Spokane (Washington), Fulton County (Georgia), Washington
(New Jersey), Fillmore (California), Burlington County (New Jersey), Nashville (Tennessee),
Laredo (Texas), San Marcos (Texas), Township of North Brunswick (New Jersey), Orangeville
(Ontario), Warren Township (New Jersey), and Bergen County (New Jersey). As such, I am
thoroughly familiar with the substantive issues which will need to be addressed in order to assist
the County in effectuating its objectives which ultimately will be reflected in a comprehensive
contract. Furthermore, I am skilled at advising clients and helping them to implement a negotiation
process that will achieve those objectives in an efficient and cost-effective manner.
Client Responsiveness and Quality of Service. We take great pride in the service
that we provide our clients. This is demonstrated in our seasoned and thoughtful advice, the high
quality of documents produced, and above all, the accessibility and responsiveness to our clients’
needs and requests. We have attached a list of five clients who we would encourage you to contract
to discuss the level and standard of service which we provide. We would like to emphasize that
we look forward to working cooperatively with the Corporation Counsel’s office.
Value Added. We firmly believe that the breadth of our experience in this field is
unsurpassed by any other law firm and that this experience will provide true value added to the
County’s team. Our ability to assist the County by applying lessons learned on well over 200
wastewater, water, solid waste, power, renewable energy, social infrastructure, transportation, and
other municipal utility projects and tens of thousands of public finance transactions truly sets us
apart from other law firms. In addition, we have been and continue to be consistently (i.e., every
day) involved with the most current issues in these sectors. As stated, on procurement/contract
matters, we represent municipalities only, never vendors, and are intimately familiar with those
risks which municipalities have successfully shifted to private vendors. We are also very familiar
with those risks which vendors are unwilling to accept, or alternatively, will accept only a
prohibitively expensive premium. This experience permits us to advise our clients in a manner
which maximizes risk transfer cost-effectively, avoiding undue conflict and waste of time in the
process. In addition, the critical mass of our practice and the extensive document and research
library and seasoned judgment we have developed consistently allows us to perform these services
in fewer hours of attorney time, saving expense, risk, and conflict in the process.
We encourage you to call us should you wish to discuss any matters which are not
covered in this Statement of Qualifications or to obtain clarifications on any particular point. I am
the contact person for purposes of this Statement of Qualifications and can be reached at (973)
642-1188. We would be happy to meet with you in person at any mutually convenient time.
Thank you for the opportunity to submit this Statement of Qualifications and
Expression of Interest. We are excited about the opportunity to continue to assist the County.
Please feel free to contact me if I can provide any additional information or otherwise be of service.
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My best regards.
Sincerely yours,
Eric (Rick) J. Sapir
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Introductory Note
We have provided the information required by the County’s Notice for Professional
Services on the following pages. The information is sequenced to correspond to the specific
questions contained in the Notice for Professional Services. If any additional information or
clarification is required, please do not hesitate to contact us.
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Section 1 The name of the firm or person, the principal place of business, and location
of all of its offices.
Hawkins Delafield & Wood LLP has 80 lawyers in ten offices (listed below)
representing municipalities in public contract and public finance matters, the largest such
“boutique” law firm in the country. Our Public Contracts Group and Public Finance Group are
national leaders in their respective fields.
Eric (Rick) Sapir is the contact person for purposes of this statement of
qualifications. Mr. Sapir resides out of our Newark, New Jersey office and his contact information
is:
Eric J. Sapir, Partner
Hawkins Delafield & Wood LLP
One Gateway Center, 24th Floor
Newark, New Jersey 07102
Phone: (973) 642-1188
Email: esapir@hawkins.com
Other Office Locations:
New York
7 World Trade Center
250 Greenwich Street
New York, New York 10007
Los Angeles
333 South Grand Avenue, Suite 3650
Los Angeles, California 90071
San Francisco
One Embarcadero Center, Suite 3820
San Francisco, California 94111
Sacramento
1415 L Street, Suite 1180
Sacramento, California 95814
Hartford
20 Church Street, Suite 700
Hartford, Connecticut 06103
Washington, D.C.
1775 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
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Portland
200 Southwest Market Street, Suite 350
Portland, Oregon 97201
Ann Arbor
201 South Main Street, Suite 700
Ann Arbor, Michigan 48104
Raleigh
4801 Glenwood Avenue
Suite 200
Raleigh, North Carolina 27612
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Section 2 The age of the firm and its average number of employees over the past five
years.
Hawkins is the largest municipal contract and finance legal boutique in the country
and was established in 1854. We have averaged 80 attorneys and 70 staff employees over the past
five years.
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Section 3 The education, training, and qualifications of the individual, or if a firm, its
key employees in accordance with HRS 103D-304 and/or the professional and
scientific occupation series contained in the United States Office of Personnel
Management’s Qualifications Standards Handbook.
Resumes for key personnel can be found in Appendix A (Attorney Resumes)
attached hereto, and our firm’s comprehensive statement of qualifications can be found in
Appendix B (Statement of Qualifications to Provide Legal Services for Procurement Law and
Public-Private Partnerships in the Wastewater, Water, Solid Waste, Power and Renewable Energy,
Social Infrastructure, and Transportation Sectors) attached hereto.
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Section 4 A list of recent projects and the names of up to five clients who may be
contacted, including at least two for whom services were rendered during the
preceding year.
We offer the following listing of recent projects in which we have participated with
reference contact information:
County of Hawai’i (HI). We are currently assisting the County with the
renegotiation of the Landfill Construction, Operation and Closure Agreement with Waste
Management of Hawaii, Inc. In addition, in 2015 and 2016, Hawkins Delafield & Wood LLP
assisted the County with the preparation and negotiation of a Service Agreement for an organic
waste diversion program on East Hawai’i and West Hawai’i (contract value of $50,000,000). The
Firm prepared a Term Sheet based on the proposal and the RFP requirements. Once the Term Sheet
was fully negotiated, Hawkins prepared a comprehensive draft service agreement. The project was
restructured as a design-operate, and we assisted the County with the drafting and negotiating of
the revised Service Agreement. We also served as special procurement counsel to the County in
connection with the procurement of a waste conversion facility. A contract with Wheelabrator
Technologies was successfully procured and negotiated prior to the Council’s decision to defer the
project.
Gregory Goodale
Former Solid Waste Division Chief
County of Hawai’i
(808) 961-8270
gregory.goodale@hawaiicounty.gov
Diana Mellon-Lacey
Deputy Corporation Counsel
County of Hawai’i
Department of the Corporation Counsel
(808) 961-8251
Diana.Mellon-Lacey@hawaiicounty.gov
Board of Water Supply, City and County of Honolulu – Kalaeloa Seawater
Desalination Facility. (Design-Build-Operate-Maintain). The BWS is currently utilizing the
design-build-operate-maintain contracting method to procure a seawater desalination facility
project in Oahu, Hawaii (1.7 mgd, expandable to 5 mgd). As special counsel we have assisted in
the development of the Stage-1 RFP and the Stage-2 RFP solicitation documents and the proposal
review process. Hawkins also has drafted the DBOM service agreement and will play a central
role in the contract negotiations with the successful proposer.
Barry Usagawa
Honolulu Board of Water Supply
Water Resources Program Administrator
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630 S. Beretania St.
Honolulu, HI 96843
Tel: (808) 748-5900
busagawa@hbws.org
City of San Jose (CA). Hawkins Delafield & Wood LLP assisted the City in the
preparation of solicitation materials and drafted and negotiated a Design-Build Contract for the
City of San Jose’s $80,000,000 Cogeneration Facility at the San Jose – Santa Clara Regional
Wastewater Facility, which was procured on a Progressive Design-Build basis. We are currently
assisting the City with ongoing contract administration matters, as well as with drafting and
negotiating Early Work Packages and Contract Administration Memoranda in anticipation of
negotiating and executing a Definitive Contract Amendment (GMP Amendment). We are also
assisting the City with additional projects as part of the Regional Wastewater Facility's Capital
Improvement Program, including upgrades to the facility's headworks and dewatering system.
Jennifer Pousho – (formerly City of San Jose Senior Deputy City Attorney)
Assistant City Attorney
City of Santa Clara
(408) 615-2230
jpousho@Santaclaraca.gov
City of Tacoma (WA). Hawkins served as procurement/contract counsel to the City
of Tacoma on a $13,000,000 stormwater Progressive Design-Build Project. In addition, our firm
represented the City of Tacoma as special counsel in connection with the $80,000,000 upgrade
and expansion of the City’s central wastewater treatment plant which was procured on a Fixed
Price Design-Build basis. The project required the completion of work during the continuance of
operations. The project increased the plant’s treatment capacity to 60 mgd with a peak hydraulic
capacity of 150 mgd.
Eric Johnson
Assistant Division Manager (retired)
City of Tacoma, Public Works, Environmental Services
326 East D Street
Tacoma, Washington 98421
Cell: (206) 992-8848
ejohnson32@yahoo.com
Kristy Beardemphl
Principal Engineer
City of Tacoma, Environmental Services
(253) 502-2272
KBeardemphl@ci.tacoma.wa.us
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New Hanover County (NC). Hawkins is currently representing the County of New
Hanover in connection with a procurement for the development of a landfill gas to RNG project at
the County’s landfill. The County received several proposals in response to a RFP and we are
assisting with the review and evaluation of the proposals. We prepared a draft Term Sheet that
will be the basis for the Service Agreement and will be negotiating the agreement with the selected
Proposer on behalf of the County. We have previously represented the County in connection with
its procurement of a waste to energy facility retrofit contract as well as the procurement of a
comprehensive solid waste management system.
Joe Suleyman
Environmental Management Director
New Hanover County, North Carolina
(910) 798-4403
jsuleyman@nhcgov.com
Lake Oswego (WA). Hawkins currently represents the City of Lake Oswego,
Oregon, as special counsel, in its procurement and development of a new wastewater treatment
facility to replace the current wastewater treatment facility that is owned and operated by the City
of Portland, Oregon. Under the staged “progressive” DBFOM or P3 approach, Hawkins was the
primary drafter of the request for proposals and preliminary services agreement pursuant to which
the project company will develop a 60% design and definitive pricing for the design, construction,
financing, operation and maintenance of a new wastewater treatment facility for a 30 year term.
The project company is also financing the cost of the preliminary services. The project is subject
to an affordability ceiling which was calculated based on the cost the City of Lake Oswego and
the City of Portland would incur if they decided to instead repair and upgrade the current existing
wastewater treatment facility. If the project company fails to establish definitive pricing at or
below the affordability ceiling when it finalizes its 60% design, then the City may terminate the
preliminary services agreement and pay for the services performed to date at a discounted rate.
Hawkins has also been contracted by the City to draft the definitive project agreement which the
parties expect to enter into after the 60% design and definitive pricing are finalized.
Anthony Hooper
Deputy City Manager
City of Lake Oswego, OR
(503) 697-7422
ahooper@ci.oswego.or.us
Rahway Valley Sewerage Authority (NJ). We asssited the Authority in the
procurement of a Public-Private Partnership to Design, Build, Operate and Administer a Liquid
Waste Receiving Enterprise (contract value of $20,000,000). We prepared the solicitation
documents, assisted with the clarification and evaluation of proposals, drafted and negotiated the
final project agreement, and are currently assisting the Authority with contract administration
services. It is anticipated that the organic waste slurry to be digested in the Authority’s sludge
digesters under this project will result in significant tipping fees as well as increases to digester
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gas production, which will provide significant energy cost savings to the Authority. We also
assisted the Authority with its procurement of a biosolids beneficial use agreement as well as a
public-private partnership for the operation and management of the Authority’s sludge drying
facility, cogeneration plant and sludge de-watering facility. We are currently assisting with the
negotiation of a digester gas to RNG Public-Private Partnership project.
Jim Meehan
Executive Director
Rahway Valley Sewerage Authority
1050 East Hazelwood Avenue
Rahway, NJ 07065
(732) 388-0868 x215
jmeehan@rahwayvalleysa.com
Camden County Municipal Utilities Authority (NJ). Hawkins represented the
Authority in connection with the implementation of an anaerobic digester and combined heat and
power facility. We prepared the solicitation documents, and we negotiated a final contract with the
most advantageous proposer (Anaergia; contract value $53,000,000). We are currently assisting
the Authority with contract administration matters in connection with the AD/CHP agreement. In
addition, the Firm assisted the Authority in the preparation of procurement documents for the
procurement of an operator for a new sludge drying plant which is located next to the Authority’s
wastewater treatment plant and successfully negotiated a service agreement with the selected
operator. The Firm also assisted the Authority in procuring a solar energy project.
Scott Schreiber
Executive Director
Camden County Municipal Utilities Authority
1645 Ferry Avenue, 3rd Floor
Camden, NJ 08104
sschreiber@ccmua.org
Andy Kricun
Former Executive Director
Camden County Municipal Utilities Authority
1645 Ferry Avenue, 3rd Floor
Camden, NJ 08104
akricun@aol.com
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Section 5 Any promotional or descriptive literature which the individual or firm
desires to submit.
Please see Appendix B (Statement of Qualifications to Provide Legal Services for
Procurement Law and Public-Private Partnerships in the Wastewater, Water, Solid Waste, Power
and Renewable Energy, Social Infrastructure, and Transportation Sectors) attached hereto. If any
additional information or clarification is required, please do not hesitate to contact us.
New York • San Francisco • Los Angeles • Washington, D.C. • Hartford • Newark • Sacramento • Portland • Ann Arbor • Raleigh
3801123.2 001092 MRK
List of Appendices
The following is a list of the appendices that are attached to this Letter of Interest and
incorporated herein:
1.Appendix A (Attorney Resumes); and
2.Appendix B (Statement of Qualifications to Provide Legal Services for Procurement
Law and Public-Private Partnerships in the Wastewater, Water, Solid Waste, Power
and Renewable Energy, Social Infrastructure, and Transportation Sectors).
3801123.2 001092 MRK
Appendix A
Attorney Resumes
3801123.2 001092 MRK
Eric (Rick) J. Sapir
Partner
Rick joined Hawkins upon graduation from law school in 1986 as an associate in
the solid waste and municipal utilities group. He soon began working on waste-to-
energy projects which launched his career as a public contracts lawyer in the solid
waste, recycling, water, wastewater, residuals, renewable energy and social
infrastructure fields. Rick has worked exclusively as owner’s representative and
has helped structure, procure, draft and negotiate contracts involving every form
of complex alternative delivery method.
Rick has served as lead negotiating counsel for over 100 engagements on complex
public contracts. His practice spans North America where he has served as special
counsel for the development of environmental facilities in over 20 States, three
Provinces and two Territories. Rick’s services regularly include advising on project
planning and delivery matters, structuring of the procurement to ensure
compliance with law and to maximize the optimal competition, preparation of
procurement documents, helping clients review, clarify, understand and evaluate
proposals, and the drafting and negotiation of the key project agreements.
Among the clients that Rick has assisted with complex infrastructure projects are:
the City of Los Angeles (Waste-to-Energy); Metro Vancouver (BC) (Waste-to-
Energy); City of Vancouver, WA (Wastewater); California American Water (Drinking
Water Desal); Camden County Municipal Utilities Authority (Residuals Processing,
Digester Gas-to-Energy and Solar); Tacoma, WA (Wet Weather Wastewater
Upgrade); City of Fillmore, CA (Wastewater Treatment); Monmouth County, NJ
(Waste-to-Energy, Baling, Landfill Gas-to-Energy, Leachate Treatment, Recycling,
Household Hazardous, Waste, Bulky Waste Transportation and Disposal and
Solar); Virgin Islands Waste Management Authority (RDF, Landfill Gas-to-Energy
and Baling/Transfer); Fulton County, GA (Wastewater Treatment); Nashville, TN
(Residuals Processing); San Marcos, TX (Water and Wastewater); Halifax
Metropolitan Authority (Waste-to-Energy); County of Hawaii (Waste-to-Energy);
New Hanover County, NC (Waste-to-Energy, MRF, Transfer, Transportation and
Disposal); Northeast Maryland Waste Disposal Authority (Waste-to-Energy); Wake
County, NC (Landfill Gas-to-Energy, Landfill DBO); Spokane County, WA
(Wastewater); Orangeville, Ont. (Wastewater); Glasgow, KY (Landfill Gas-to-
Energy); Rahway Valley Sewerage Authority, NJ (Cogen and Residuals Processing);
Clarkstown, NY (Transfer Station); Greensboro, NC (Recycling and Transfer,
Transportation and Disposal); New Jersey School Construction Authority (School)
and New Jersey City University (Dormitories).
Rick has been the Legal Advisory Member of the New Jersey Chapter of the Solid
Waste Association of North America and is an active member of the New Jersey
Association of Environmental Authorities and the New Jersey/New
York/Connecticut Chapter of the Design Build Institute of America. Rick has
lectured on solid waste and municipal utility issues before several forums
including the Solid Waste Association of North America, the National Council for
Public-Private Partnerships, Biocycle, Water Environment Federation, the
Compost Council, the EPA LMOP Program, the Public Securities Association, the
New Jersey Association of Environmental Authorities, the Municipal Waste
Management Association, the New York City Bar Association and the New York
State Legislative Commission on Solid Waste, and he is a faculty member for a
class provided at the annual Wastecon and the Renewable Energy from Waste
Conference regarding the development of waste-to-energy facilities.
CONTACT
T 973-642-1188
C 908-209-1423
F 973-642-6773
E esapir@hawkins.com
PRACTICE AREAS
Public Contracts
Public Private Partnerships
Solid Waste
Waste-to-Energy
Water, Wastewater and
Residuals
Social Infrastructure
Renewable Energy
EDUCATION
Union College, BA
Fordham University
School of Law, J.D.
ADMITTED
New Jersey
New York
Connecticut
3801123.2 001092 MRK
Megan I. Sartor
Counsel
Ms. Sartor joined Hawkins Delafield & Wood LLP in 2008 as an associate in the
Public Contracts Group. During her time at the firm, Ms. Sartor has focused on
the procurement and implementation of public infrastructure on alternative
project delivery bases in the solid waste management, recycling, renewable
energy, residuals, water and wastewater treatment sectors. Projects in which
Ms. Sartor has served as special counsel include the procurement and
negotiation of a new leachate pretreatment facility for the County of Monmouth,
New Jersey; the negotiation of two waste-to-energy contracts for the U.S. Virgin
Islands Waste Management Authority; the negotiation of a long-term operations
agreement for a sludge dryer facility for the Camden County Municipal Utilities
Authority; the development of multiple solar energy projects for Monmouth
County, New Jersey; an energy-from-waste facility retrofit and long-term
operations agreement on behalf of New Hanover County, North Carolina; and
the development of landfill gas-to-energy projects for the City of Greensboro,
North Carolina and Wake County, North Carolina.
Ms. Sartor has also participated in other projects for the County of Monmouth,
NJ (Materials Processing and Recovery Facility, Recycling, Landfill Gas-to-
Energy, Household Hazardous Waste, Third Party Energy Supply and
Cogeneration); Camden County Municipal Utilities Authority, NJ (Solar and
Sludge Digestion); Morris County Municipal Utilities Authority, NJ (Recycling
and Transfer Station); Cumberland County Improvement Authority, NJ (Solar);
City of Greensboro, NC (Recycling, Transportation and Disposal); New Hanover
County, NC (Transfer, Transportation and Disposal); Virgin Islands Waste
Management Authority (Transfer Station, Landfill Gas-to-Energy); County of
Madera, CA (Transfer Station); and Flathead County, MT (Landfill Gas-to-
Energy).
Ms. Sartor has been involved in the development and drafting of various requests
for qualifications, requests for proposals, requests for bids and other
procurement documents, and in the drafting and negotiation of various P3
agreements, including design-build, design-build-operate and design-build-
finance-operate service contracts and related agreements.
Prior to joining the firm, Ms. Sartor served as a law clerk to the State of New
Jersey Superior Court, Law Division. Ms. Sartor is a member in good standing
of the bars of the State of New Jersey and the State of New York and currently
serves as a Board Member of the New Jersey Chapter of the Solid Waste
Association of North America (SWANA).
CONTACT
T 973-642-8605
F 973-642-6773
E msartor@hawkins.com
PRACTICE AREAS
Solid Waste
Renewable Energy
Recycling
Waste-to-Energy
Wastewater and
Residuals
Public Contracts
Public-Private
Partnerships
EDUCATION
Rutgers University, B.A.;
magna cum laude
Seton Hall University
School of Law, J.D.
ADMITTED
New Jersey
New York
3801123.2 001092 MRK
Appendix B
Statement of Qualifications to Provide Legal Services for Procurement Law and Public-Private
Partnerships in the Wastewater, Water, Solid Waste, Power and Renewable Energy, Social
Infrastructure, and Transportation Sectors
3801123.2 001092 MRK
HAWKINS DELAFIELD &WOOD LLP
STATEMENT OF QUALIFICATIONS
TO PROVIDE LEGAL SERVICES FOR
PROCUREMENT LAW AND PUBLIC-PRIVATE PARTNERSHIPS
IN THE WASTEWATER,WATER,SOLID WASTE,POWER AND RENEWABLE
ENERGY,SOCIAL INFRASTRUCTURE, AND TRANSPORTATION SECTORS
7 WORLD TRADE CENTER
250 GREENWICH STREET
NEW YORK,NEW YORK 10007
(212)820-9300
WELLS FARGO TOWER
333 SOUTH GRAND AVENUE
LOS ANGELES,CALIFORNIA 90071
(213)236-9050
ONE EMBARCADERO CENTER,SUITE 3820
SAN FRANCISCO,CALIFORNIA 94111
(415)486-4200
MERIDIAN PLAZA
1415 L STREET,11TH FLOOR
SACRAMENTO,CALIFORNIA 95814
(916)326-5200
4801 GLENWOOD AVENUE
SUITE 200
RALEIGH,NORTH CAROLINA 27612
1775 PENNSYLVANIA AVENUE,N.W.
WASHINGTON,D.C.20006
200 SOUTHWEST MARKET STREET
SUITE 350
PORTLAND,OREGON 97201
(503)402-1320
ONE GATEWAY CENTER
NEWARK,NEW JERSEY 07102
(973)642-8584
20 CHURCH STREET
SUITE 700
HARTFORD,CONNECTICUT 06103
(860)275-6260
201 SOUTH MAIN STREET
SUITE 700
ANN ARBOR,MICHIGAN 48104
(734)519-5003
3801123.2 001092 MRK
STATEMENT OF QUALIFICATIONS TO PROVIDE LEGAL SERVICES FOR
PROCUREMENT LAW AND PUBLIC-PRIVATE PARTNERSHIPS IN THE
WASTEWATER, WATER, SOLID WASTE, POWER AND RENEWABLE ENERGY,
SOCIAL INFRASTRUCTURE, AND TRANSPORTATION SECTORS
INDEX
PART 1 ALTERNATIVE DELIVERY AND P3 PRACTICE OVERVIEW ............................................ 1-1
PART 2 WATER AND WASTEWATER PROJECT EXPERIENCE .................................................. 2-1
PART 3 WATER AND WASTEWATER PROJECT PROFILES –OWNER’S LEAD COUNSEL ................ 3-1
PART 4 SOLID WASTE PROJECT EXPERIENCE .................................................................. 4-1
PART 5 SOLID WASTE PROJECT PROFILES –OWNER’S LEAD COUNSEL ................................. 5-1
PART 6 POWER AND RENEWABLE ENERGY PROJECT EXPERIENCE........................................ 6-1
PART 7 POWER AND RENEWABLE ENERGY PROJECT PROFILES -OWNER’S LEAD COUNSEL ....... 7-1
PART 8 PUBLIC CONTRACTS AND INFRASTRUCTURE GROUP EXPERIENCE CHARTS FOR
WATER AND WASTEWATER PROJECTS .................................................................. 8-1
PART 9 PUBLIC CONTRACTS AND INFRASTRUCTURE GROUP EXPERIENCE CHARTS FOR SOLID
WASTE PROJECTS ............................................................................................ 9-1
PART 10 SOCIAL INFRASTRUCTURE PROJECT EXPERIENCE AND PROFILES ............................. 10-1
PART 11 TRANSPORTATION PROJECT EXPERIENCE AND PROFILES........................................ 11-1
PART 12 COMPANIES WITH WHICH HAWKINS HAS NEGOTIATED P3 AND ALTERNATIVE
PROJECT DELIVERY CONTRACTS ON BEHALF OF STATE AND LOCAL
GOVERNMENTS –ALL SECTORS …………………………………………………………….12-1
PART 13 REPRESENTATIVE FIRM CLIENTS ....................................................................... 13-1
PART 14 GENERAL FIRM DESCRIPTION ........................................................................... 14-1
3801123.2 001092 MRK
PART 1
ALTERNATIVE DELIVERY AND P3 PRACTICE OVERVIEW
1-1
3801123.2 001092 MRK
PART 1
ALTERNATIVE DELIVERY AND P3 PRACTICE OVERVIEW
INTRODUCTION
Municipal Focus. Hawkins Delafield & Wood LLP (“Hawkins”) has approximately 80
lawyers in ten offices representing state and local governments in alternative project delivery,
public-private partnership, public contract and public finance matters, the largest such
“boutique” municipal practice law firm in the country. Our public contracts and infrastructure
group and public finance group are national leaders in their respective fields.
National Alternative Delivery and P3 Practice. Hawkins has served as special
procurement and contract counsel to state and local governments on more than 250
infrastructure projects in 25 states around the country, and is a national leader and pioneer in
this field. Our public contracts and infrastructure group has 10 attorneys devoting 100% of
their time to projects procured on an alternative delivery and public-private partnership basis,
providing our state and local government clients with experienced resources among the deepest
available from any American law firm. We have conducted our alternative delivery and P3
practice for more than 30 years continuously together at the same firm. Alternative delivery and
P3 project agreements which Hawkins has drafted and negotiated on behalf of municipal
government have had terms ranging from 5 to 75 years, and values ranging from $5 million to
$40 billion. Our experience encompasses the water and wastewater, solid waste, social
infrastructure, transportation and power and renewable energy sectors, and all forms of design-
build based contracts. The depth and breadth of this multi-sector practice, and the personal
commitment which the attorneys in our public contracts and infrastructure group have made to
this important field, are unique among law firms.
Breadth and Depth of Expertise. We have drafted and negotiated the contracts
necessary to complete virtually every kind of civil infrastructure project, and have counseled our
governmental clients on all of the issues related to alternative delivery and P3 financing and
contract structures, performance guarantees, pricing or rate setting clauses, covenants, defaults
and other risks and responsibilities inherent in these transactions in multiple contexts. Hawkins
also assists our municipal clients in addressing the public purpose issues that often arise in the
context of negotiating project agreements, protecting the public interest and effectuating public
purpose goals expertly and efficiently.
Leading Practitioners. Our work as lead counsel to so many governmental clients over
such an extended period on such a range of alternative delivery and P3 projects has placed us
in the front rank of professional practitioners, whether from legal or other disciplines. Contract,
RFQ, RFP and proposal evaluation concepts, approaches, terminology, and forms that Hawkins
authored and developed are in wide use today in the alternative project delivery and P3 industry.
We regularly follow up with clients on completed projects for ideas and suggestions on how to
improve the procurement process and contract documentation. In addition, the firm’s position
as one of the premier bond counsel firms in the country gives us the ideal background to help
structure and negotiate financeable agreements with private companies, whether financing for
the project is provided by the state or local government or by a project company on a project
financing basis.
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HAWKINS’GOVERNMENTAL CLIENTS IN ALTERNATIVE DELIVERY AND P3
State and Federal Governmental Clients. Hawkins represents or has represented the
following state and federal government clients as lead counsel in major alternative delivery and
P3 project procurements:
>State of Alaska >State of New York
>State of California >Commonwealth of Puerto Rico
>State of Maine >State of Rhode Island
>State of New Jersey >U.S. Department of the Navy
Public Agency Clients. Hawkins represents or has represented the following public
agency clients as lead counsel in major alternative delivery and P3 project procurements:
> Charlotte-Mecklenburg Utility
Department (NC)
> Camden County Municipal Utilities
Authority (NJ)
> Connecticut Resources Recovery
Authority (CT)
> Cumberland County Improvement
Authority (NJ)
> Dormitory Authority of the State of
New York (NY)
> Georgia Hazardous Waste Management
Authority (GA)
> Jersey City Incinerator Authority (NJ)
> Massachusetts Water Resources
Authority (MA)
> Metro Vancouver (British Columbia)
> Mojave Desert JPA (CA)
> Montreal Regional Authority (QU)
> Morris County Municipal Utilities
Authority (NJ)
> Narragansett Bay Commission (RI)
> Northeast Maryland Waste Disposal
Authority (MD)
> Power Authority of the State of New
York
> Puerto Rico Aqueduct and Sewer
Authority
> San Diego County Water Authority (CA)
> Southern Nevada Water Authority (NV)
> Springfield Water and Sewer
Commission (MA)
> Trinity River Authority (TX)
> Victoria Capital Region District (British
Columbia)
> Virgin Islands Water and Power
Authority
> Warren County Pollution Control
Authority (NJ)
> Washington Suburban Sanitary
Commission (MD)
County Clients. Hawkins represents or has represented the following county clients as
lead counsel in major alternative delivery and P3 project procurements:
> Bergen (NJ) >Onondaga (NY)
> Broome (NY) >Pima (AZ)
> Burlington (NJ) >Rockland (NY)
> Fulton (GA) >Sacramento (CA)
> Hawaii (HI) >Santa Cruz (CA)
> Kauai (HI) >Sarasota (FL)
> Kern (CA) >Somerset (NJ)
> Monmouth (NJ) >Spokane (WA)
> Monroe (NY) >Travis, (TX)
> Montgomery (MD) >Ventura (CA)
> Morris (NJ) >Wake (NC)
> Orange (CA) >Westchester (NY)
City Clients. Hawkins represents or has represented the following city clients as lead
counsel in major alternative delivery and P3 project procurements:
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3801123.2 001092 MRK
> Anaheim (CA) >Nashville (TN)
> Cranston (RI) >Newport (RI)
> Fort Worth (TX) >New York (NY)
> Fresno (CA) >Phoenix (AZ)
> Halifax (NS) >San Diego (CA)
> Hialeah (FL) >San Jose (CA)
> Honolulu (HI) >San Juan (PR)
> Houston (TX) >Santa Fe (NM)
> Huntington (NY) >Seattle (WA)
> Islip (NY) >St. Louis (MO)
> Jacksonville (FL) >Stockton (CA)
> Laredo (TX) >Tacoma (WA)
> Lawrence (MA) >Washington (DC)
> Los Angeles (CA)
Smaller Municipality Clients. Hawkins represents or has represented the following
smaller municipality clients as lead counsel in alternative delivery and P3 infrastructure
procurements:
> Arecibo (PR) >San Juan Capistrano (CA)
> Clarkstown (NY) >San Marcos (TX)
> Fillmore (CA) >Southhold (NY)
> Holyoke (MA) >Taunton (MA)
> Islip (NY) >Thousand Oaks (CA)
> Mountain View (CA) >Tracy (CA)
> Naugatuck (CT) >Vancouver (WA)
> Newport Beach (CA) >Warren Township (NJ)
> North Brunswick (NJ) >Washington Borough (NJ)
> Orangeville (ONT) >Waterbury (CT)
> Paducah (KY) >Wilsonville (OR)
LEGAL ADVISORY LEADERSHIP
Hawkins Role. Hawkins’ entire practice is geared toward successfully planning and
completing the contractual and financing transactions through which our country’s civil
infrastructure is built and operated. The firm normally serves as special counsel, advising the
client’s city or county attorney or general counsel and project manager, and serving on a co-
equal “team” basis with separately engaged technical and financial consultants. The role
Hawkins plays is critical in that we draft and negotiate the design-build, design-build-operate,
design-build-finance-operate, construction-manager-at-risk, franchise, concession or asset
management contract that results from the procurement. These contracts typically are complex
instruments which often represent the culmination of years of planning and procurement
activity, and not infrequently constitute the largest single dollar-value contractual commitment
a state or local government has yet made. The firm also participates actively in the strategic
development of the project and the drafting of the RFQ and RFP to ensure that the legal and
business foundation for the contract is properly structured, and assists in the proposal review,
clarification, evaluation and selection process.
Core Principle of our Approach. As business attorneys for state and local government,
the core principle of our approach is to help identify and protect the municipality’s interests and
minimize potential risk by structuring a highly competitive procurement concluding with the
execution of a well-organized and clearly-drafted project agreement that effectively describes the
private contractor’s obligations, is commercially reasonable, anticipates performance issues and
contingencies, places risks with the party best able to manage and control the risk, minimizes
potential disputes and is easy to administer. Because Hawkins is thoroughly familiar with how
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3801123.2 001092 MRK
these transactions are actually concluded, we can bring critically important and seasoned
perspectives to the planning and procurement phases of potential projects on a very cost effective
basis.
Role of Regional Counsel. In major alternative delivery and P3 projects, Hawkins works
closely with and assists regional counsel (whether our client’s in-house legal staff or an outside
local law firm) responsible for procurement, environmental, permitting, real estate, labor and
administrative local law matters. There is a substantial amount of critical project development
legal work involved in these areas. We find consistently that when the legal work is divided in
this manner, the combined expertise of Hawkins as special contract counsel and the city or
county attorney or a trusted regional firm as local development counsel serves best to protect
the client and accomplish the project on an efficient, skilled and workable basis.
Work With Other Consultants. We have worked closely with a large number of other
consulting firms advising municipal project owners on alternative delivery and P3 projects for
more than three decades. Our technical co-consultants have included architectural and
engineering advisory firms as diverse as:
> AECOM > Hazen & Sawyer
> Arcadis/Malcolm Pirnie > HDR
> Black & Veatch > Louis Berger
> Brinkley Sargent > MWH
> Brown & Caldwell > Navigant
> Cannon Design > Parsons
> CBRE > Partnerships BC
> CDM Smith > RW Beck
> CH2M > Smith Culp
> Cushman & Wakefield > Stantec
> Greely & Hansen > Trussel Technologies
> West Yost
Among financial advisors, our co-consultants have included:
> Barclays > PFM
> Clean Energy Capital > PRAG
> Ernst & Young > Raftelis Financial
> First Southwest > Scully Capital
> KPMG > UBS
We are highly confident, particularly based on our extensive record of successful collaboration
with such leading co-consulting firms through the years, that we can work collegially and
effectively with any professional team the owner, exercising its judgment about individual firm
qualifications, may choose to assemble.
KEY QUALIFICATIONS
All Project Delivery Methods. Hawkins is highly experienced in all forms of alternative
project delivery and public-private partnerships, from design-build, design-build-finance,
design-build-operate, design-build-finance-operate, design-build-finance-own-operate,
construction-manager-at-risk, and operation and management contracts to asset sale, leasing,
concession and franchise agreements. In the rapidly emerging area of progressive design-build
contracting, Hawkins also holds an industry-leading position.
All Sectors. We practice actively and extensively in all infrastructure sectors: water and
wastewater; solid waste; social infrastructure; transportation; and power and renewable energy
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3801123.2 001092 MRK
- not just in one or two sectors. This wide range of alternative delivery and P3 work, in addition
to the depth of our specialization in the wastewater, water, solid waste and power and renewable
energy sectors particularly, significantly distinguishes our firms’ capabilities.
Record of Success. Our projects have an excellent record of successful implementation.
There have been almost no bid protests (and none successful); minimal change orders (except
marginal change orders that were public agency-originated); and no contractor cost overruns
borne by the public (except marginal cost overruns caused by carefully defined uncontrollable
circumstances as to which the contract provided specifically negotiated relief).
Contractor Familiarity. Hawkins’ work on the public side of these transactions has
given us the opportunity to review and evaluate proposals from a large number of the major
infrastructure developers, equity investors, engineers, construction firms, operating services
providers, and facility managers active in the alternative delivery and P3 business; to understand
individual company preferences and approaches; to negotiate with these contractors and their
corporate counsel; and to explore key issues of common concern to the private contractors. This
thorough familiarity with the contractors and with the industry as a whole allows Hawkins to
offer our clients expert legal advice on commercial and market issues in planning and executing
these transactions, and to avoid learning-curve issues often faced by occasional practitioners.
Contract Counterparties. Among the firms with which we have negotiated alternative
delivery and P3 contracts on behalf of state and local governments are the following:
>Abengoa >Mandeville
>AECOM (Metcalf and Eddy) >McCarthy
>Alberici >Meridiam
>Allied Waste >Minnesota Methane
>American Ref-Fuel >MWH
>American Water (including Azurix and Thames) >Norfolk Southern
>Archer Western >Parsons
>Balfour Beatty >PC (Pizzagalli Construction)
>BFI >PCL
>Black & Veatch >Pennsylvania Power & Light
>CDM >Poseidon Resources
>CH2M/OMI >Republic Waste
>CSX >Southwest Water
>Clark >Severn Trent
>Combustion Engineering >Stantec
>Covanta (Ogden) >Stonepeak
>Earth Tech >Synagro
>Epcor >United Water (U.S. Water, Aquarion)
>Filanc >USA Waste
>HDR >Veolia Water (U.S. Filter, PSG)
>Hensel/Phelps >Warburg Pincus
>Inima/OHL >Waste Management
>Lankford >Western Summit
>Foster Wheeler >Westinghouse
>Fortistar >Wheelabrator
>Kiewit Zachary
Part 12 of this statement of qualifications provides a list of companies with which Hawkins has
negotiated contracts on behalf of municipal clients in our alternative project delivery and P3
practice.
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Proper Risk Allocation. In all of our engagements, we have been called upon to assist
our clients in allocating a wide range of risks and responsibilities between sponsoring public
entities and private contractors, including particularly the risks that are associated with
uninsured force majeure or change in law events, differing site conditions, non-appropriation,
completion delay, performance failures, and contract termination.
Public Purpose. Hawkins believes that public purpose considerations are vital to the
determination to undertake any form of alternative delivery or public-private partnership project.
In connection with public infrastructure assets, it is important for owners to consider
constitutional and statutory structures designed to advance a particular public purpose.
Hawkins, in its alternative delivery and P3 practice, has significant experience with long-term
contracting, in which such considerations are taken into account and the continuing public
interest in the assets (and the public service provided by the private firm) is appropriately
protected through handback, holdback, monitoring, security and other requirements. Service
standards, responsibility for ongoing capital maintenance, requirements for capital
modifications, and rights of termination for public convenience are of particular concern in long-
term partnerships.
Private Project Financing of Public Infrastructure. In more than 35 major P3
transactions on which Hawkins serves or served as special counsel representing municipal
clients, private financing of new public infrastructure assets using private equity and either
taxable or tax-exempt debt was utilized. These include projects for the State of California; the
State of New York; Houston, Texas; San Antonio, Texas; Cranston, Rhode Island; the San Diego
County Water Authority, California; Onondaga County, New York; Huntington, New York; and
Montgomery County, Maryland.
Bond Tax-Exemption. Hawkins’ 9-attorney tax department is one of the largest practice
groups in the nation specializing in the tax exemption of interest on state and local government
obligations. Our tax department regularly reviews proposed private asset management and
operations contracts to assure compliance with the IRS private use rules under Rev. Proc. 97-
13, and to avoid “private activity bond” classification so as to preserve municipal bond tax
exemption where bond-financed property is placed under private contract management.
Hawkins has secured the two major rulings issued by the IRS on Rev. Proc. 97-13 management
contract issues – one for Phoenix and the other for the Long Island Power Authority (LIPA). The
City of Phoenix ruling was a major milestone in the development of the field of long term private
management contracting for water and civil infrastructure facilities. Hawkins originated the
concept of multiple fixed-price “resets” for varying service workscopes in management contracts,
and in the Phoenix ruling the IRS validated the concept as sufficient to avoid private activity
status. Hawkins’ tax work for LIPA also was instrumental in obtaining IRS approval of an electric
utility system management contract valued at several billion dollars.
Project Tax Beneficial Ownership. Several dozen of the public-private partnerships
involving public infrastructure assets in which Hawkins has served as special counsel have been
based on the transfer of tax beneficial ownership to a private firm. Hawkins is well-versed in
advising its governmental clients as to the “residual value” and other applicable tests for federal
tax beneficial ownership that a private owner must meet in order to take depreciation deductions,
and is prepared to assist our clients in structuring a tax law-compliant transaction involving
private project ownership which, at the same time, gives our clients the maximum possible
control over the project.
Leasing, Selling, Divesting and Concessioning Public Infrastructure Assets. Public
infrastructure asset divestitures (concessions or leases) in which Hawkins has served as special
counsel to the divesting governmental agency include those for the State of New Jersey (proposed
long term lease and concession of the New Jersey Turnpike); Cranston, Rhode Island (long term
concession and leasing of wastewater system); San Jose, California (proposed long term leasing
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of water system); and the United States Navy (long term lease of utility infrastructure at several
naval bases in the eastern United States). Each divestiture or proposed divestiture was
accompanied by a long term contract for the continuation of the utility service.
Contracting Out the Operation of Public Infrastructure Assets. A very large number
of the alternative delivery and P3 projects in which Hawkins has served as special counsel also
have involved private contract operation and management of governmentally-owned assets,
involving either existing assets or newly built or upgraded facilities. The savings obtained in
several of such transactions that involved outsourcing the operations of existing assets were
“monetized” using a variety of approaches.
International P3 Work. Internationally, Hawkins represented the Transportation
Ministry and the Finance Ministry of the Republic of Poland in the procurement and negotiation
of a P3 concession for the design, construction, financing, operation and maintenance of the new
A-2 highway, a first for the country and now built and successfully serving southern Poland.
Similar services were performed for the North American Development Bank and the Inter-
American Development Bank for planning stage water and wastewater utility projects in Mexico,
Ecuador and Panama.
Active Industry Participation. Hawkins’ partners are longstanding and regular
presenters at alternative project delivery and P3 forums, including those sponsored by:
> The Bond Buyer
> Design-Build Institute of America
> International City Managers Association
> National Association of State Treasurers
> National Council of Public Private Partnerships
> North American Development Bank
> Public Works Financing
> Stanford University
> U.S. Conference of Mayors
> West Coast Infrastructure Exchange
> Various state bar associations
> Various regional industry associations
> Various private conference sponsors.
Innovators. Hawkins has originated or advanced many new and useful solutions to the
challenges of public procurements and contracting using alternative project delivery and public-
private partnerships, in areas ranging from RFQ and RFP structuring to contract terms,
administration, concepts and forms.
Significant Project Profiles. Among the hundreds of alternative delivery and P3 projects
on which Hawkins has represented state and local governments as lead counsel, several are
profiled in Part 3 and Part 5 of this submittal to illustrate the nature of our experience. In the
typical engagement, the firm served as the key outside legal advisor to the municipal client,
primarily responsible for structuring advice, helping to assure the legal validity of the
procurement, and protecting the government’s interests through the drafting and negotiation of
the alternative delivery or P3 contract. We were, in addition, centrally involved in the proposal
evaluation and selection process. Collectively, these projects have saved the sponsoring agencies
several hundred million dollars as against the cost that would have resulted from conventional
procurements. Substantial risk transfer and comparative time savings were achieved as well.
Successfully Completed Transactions. A large majority of the transactions and
programs in which Hawkins has served as lead counsel have actually been closed and
implemented and are currently operating, serving the public purpose objectives of the sponsoring
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governments. This record of success in making projects and transactions happen, rather than
merely conceptualized and never implemented, is foremost among the qualifications that we
believe best distinguish Hawkins.
MUNICIPAL REPRESENTATION EXCLUSIVELY;NO CONFLICTS OF INTEREST
Hawkins represents state and local governments and utility project owners, exclusively,
in its alternative project delivery and P3 legal advisory practice. This concentration on the
municipal side has allowed us to develop a highly refined understanding of governmental
contracting powers; negotiate with an unusually wide array of contractors and infrastructure
developers; and concentrate on contracting approaches that best protect the public interest and
achieve fundamental public purposes. This policy also has allowed us to see almost every
conceivable private sector approach to proposing projects and negotiating contracts. Competing
law firms’ experience is often concentrated on the corporate side, with the attendant loyalties
and perspectives that such representation naturally entails. Hawkins, under a long standing
policy established in order to avoid any potential conflicts of interest, does not represent any
construction company, engineering firm, or operating services or facilities management provider.
Accordingly, Hawkins does not face the prospect, when serving as special counsel for a
governmental client, of having either a legal conflict of interest or a business conflict of interest.
HAWKINS AWARD-WINNING PROJECTS
Project Excellence. Several of the design-build based projects (DB, DBO, DBFO, P3) on
which Hawkins has served as lead counsel to municipal project owners for procurement
management and contract drafting and negotiations have been honored with distinguished
national awards or otherwise recognized as industry groundbreaking transactions. These
include:
San Diego County Water Authority, California, Carlsbad Seawater Desalination
P3 Project (DBFO). The first large scale water sector P3 project in California and in the
United States and recipient of a Project Finance Magazine Deal of the Year Award and
Bond Buyer Deal of the Year Award. Recipient of a Global Water Award for the Global
Water Intelligence Desalination Plant of the Year for 2015.
San Antonio Water System, Texas, Vista Ridge Regional Water Supply P3 Project
(DBFO). The first large scale water sector P3 project in Texas.
State of California (Administrative Office of the Courts), New Long Beach Court
Building P3 Project (DBFO). The first major social infrastructure P3 project in the United
States, and recipient of a Bond Buyer Deal of the Year Award.
City of Seattle, Washington, Tolt Water Treatment Project (DBO). The first large
scale DBO water treatment project in the United States.
City of Phoenix, Arizona, Lake Pleasant Water Treatment Project (DBO). The first
large scale water sector DBO project in Arizona and recipient of the Design-Build Institute
of America’s National Design-Build Award.
City and County of Santa Fe, New Mexico, Buckman Direct Diversion Water
Treatment Project (DB). Recipient of the Design-Build Institute of America’s National
Design-Build Award.
City of Cranston, Rhode Island, Wastewater Treatment Project (DBFO). The first
large scale P3 wastewater sector project in the United States.
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Spokane County, Washington, Regional Water Reclamation Facility (DBO).
Recipient of the Design-Build Institute of America’s National Design-Build Award.
Three of these noteworthy projects are profiled below.
Legal Architect of the Carlsbad Seawater Desalination P3 Project. Hawkins
represented the San Diego County Water Authority as special contract counsel in the
development of California’s first major reverse osmosis seawater desalination project (a 50 mgd
plant built under a design-build-finance-operate public-private partnership) from 2003 to 2013.
The $800 million desalination facility and pipeline project, constructed in Carlsbad at the site of
an existing power plant, has served to substantially expand San Diego County’s reliable supply
of local water sources. Our firm participated as lead counsel in the contract negotiations with
Poseidon Resources, the project company, and played a key role on structuring the transaction
so that it could secure investment grade credit ratings. Hawkins drafted and negotiated the
comprehensive project term sheet, the 30-year DBFO project contract (structured as a water
purchase agreement and involving annual payments of $100 million), the water transmission
pipeline DB agreement, and related project and security agreements. Commercial and financial
close both took place in December, 2012 and the project became operational in late 2015,
providing a critically needed new supply of water in the midst of California’s extended drought.
Stonepeak Infrastructure Partners provided the long-term equity investment and JP Morgan and
Barclays acted as the bond underwriters. The design-builder was Kiewit/Shea JV and Israel-
based the international desalination firm IDE Technologies serves as the system process provider
and the plant operator.
Legal Architect of the New Long Beach Court Building P3 Project. In the social
infrastructure (governmental buildings) sector, Hawkins served as lead counsel to the State of
California (Judicial Council of California, Administrative Office of the Courts) from 2007 to 2010
for the $400 million New Long Beach Court Building. This project was a groundbreaking P3
project for the State, and a landmark event in P3 development of social infrastructure in the
United States. Hawkins was the legal architect of the transaction. Our firm was centrally
involved in the statutorily-required assessment of whether DBFO (P3) or traditional design-bid-
build should be selected as the project delivery method, and in the extensive discussions with
the State’s Department of Finance about this novel approach in order to secure the DOF’s formal
approval of the project and the project agreement. Hawkins also participated centrally in the
drafting of the RFQ and RFP; in the review of the submittals that the State received in response
to each; and in the selection of the most advantageous proposer. Finally, our firm drafted the
35-year DBFO project agreement (involving annual payments of $50 million) and related project
and security documents, and led the State’s negotiating team over the 10-month negotiating
period. Commercial and financial close both took place in December 2010. Ground was broken
in April 2011, and completion and occupancy occurred in late 2013. The project company was
formed and led by Meridiam Infrastructure, which invested the equity. The design-builder was
Clark Design-Build; AECOM was the lead architect; and the facilities manager is Johnson
Controls. BNP Paribas led the 6-bank European lending consortium, which made taxable bank
loans to the project company to finance the project. Hawkins led the negotiations with each of
those companies and their counsel.
Legal Architect of the SAWS Vista Ridge Regional Water Supply Project. Our firm
represents the San Antonio Water System in its alternative delivery procurements of projects
intended to increase the water resources available to meet the needs of SAWS’ rapidly growing
service territory. Hawkins first completed a construction-manager-at-risk procurement for a
large groundwater desalination project, and then led the SAWS negotiating team on the
successful procurement of a billion dollar, 30-year water transmission and purchase agreement
with Spanish water infrastructure developer Abengoa. Commercial close occurred in late 2014,
and financial close is expected to occur in mid-2016. Under the agreement the project company
is obligated to acquire the rights to 50,000 acre feet of fresh water under groundwater leases
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with land owners in rural Burleson County; secure all necessary groundwater pumping and
transportation permits from the local ground-water management district; obtain rights-of-way
from private property owners for the project alignment; design and build wells, pumping stations,
140 miles of transmission mains, and a terminal in Bexar County; and interconnect the new
system to SAWS’ existing distribution system. The project company also has long-term
operating, maintenance, repair and replacement responsibility for the project. SAWS is obligated
under the agreement to take delivery of and purchase product water made available to it over
the contract term. The Vista Ridge project is Abengoa’s first major water project in the United
States. Abengoa, through its various affiliates, will provide equity, build the project under an
EPC contract, operate it pursuant to an operating services agreement, and furnish groundwater
pursuant to groundwater leases obtained by local groundwater aggregator Blue Water Systems.
HAWKINS’RESPONSIBILITIES AS LEGAL ADVISOR
Our responsibilities as legal advisor to governmental project owners in alternative delivery
and P3 projects have included all of the following:
Drafting Legislation: Drafting project and procurement enabling legislation in
several states.
Solicitation Documents: Preparing requests for expressions of interest, market
sounding surveys, requests for qualifications and requests for proposals.
Submittal Reviews: Reviewing responses to such solicitations, and participating
in the evaluation and scoring of the responses.
Interim Documentation: Preparing preferred bidder or proposer designation
letters; non-binding memoranda of understanding, term sheets, letters of intent, and
outlines of contract principles; and other interim project documentation.
Risk of Achieving Commercial and Financial Close: Structuring arrangements to
allocate risk in the event that contract negotiations are unsuccessful or the contractor
is otherwise unable to proceed with construction or financing.
Crafting Performance Guarantees: Collaborating with engineers and other
technical advisors to establish and document design criteria, design review procedures,
performance guarantees, acceptance criteria and acceptance testing procedures.
Contract Drafting and Negotiations: Negotiating and drafting the entire range of
agreements required to effectuate alternative delivery and P3 project procurements, along
with related real estate and financing documentation.
Financing: Assuring the integration of the procurement and contracts with the
plan of municipal or project financing.
Security for Performance: Assessing the adequacy, and relative merits, of letters
of credit, corporate guaranties, payment and performance bonds, at-risk equity and other
devices for securing performance by contractors.
Intermunicipal Agreements: Negotiating and drafting inter-agency and inter-
municipal agreements.
Permitting Assistance: Assisting in reviewing applications for permits and other
governmental approvals.
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Environmental Reviews: Consulting with local environmental counsel with
respect to the preparation of documentation needed to comply with statutory
environmental review requirements.
Labor Issues: Consulting with local labor counsel with respect to project labor
agreements, designated employee transfers, and other labor issues.
Contract Administration: Assisting client contract administration.
Workouts: Representing and assisting our clients in disputes and workouts.
ALTERNATIVE PROJECT DELIVERY METHOD SELECTION EXPERIENCE
Developing Business Cases
Active Market Participation. Hawkins’ attorneys are regularly engaged by city, county,
regional and state governments and municipal utilities to help guide key decision-makers as to
the most appropriate project delivery method for large infrastructure projects. Following the
delivery method decision, Hawkins then typically plays a central role in implementing the project
using the chosen method. From this experience we are fully familiar with industry participants,
market practice and performance results, experience which continuously informs our ongoing
advice as to the practicability of using various potential delivery methods for particular projects.
Delivery Methods Assessed. Among the project delivery methods typically assessed by
our public agency clients are progressive design build; traditional lump-sum design-build;
design-build-finance; design-build-operate; design-build-finance-operate (P3) and construction-
manager-at-risk. Hawkins has extensive experience with alternative project delivery and P3
statutes in more than two dozen states across several infrastructure sectors. We have also been
involved in drafting necessary legislative amendments and special procurement legislation in
more than 15 cities and states and can assist our clients and their regional counsel with whatever
procurement process resolutions may be necessary or appropriate.
Business Case Examples. Hawkins has conducted numerous structured, multi-part
workshops with governmental clients designed to fully familiarize senior management with the
practical workings of various project delivery methods. We work closely with co-consultants,
joining together an interdisciplinary team of legal, management, technical and financial experts.
Because our co-consultants have included most of the major management and technical
consulting firms working in this field, we can bring to our clients a full range of perspectives
garnered from work with a large segment of the owners’ representative industry. Examples of
in-depth and comprehensive Hawkins legal consulting assignments that took place over an
extended period and that resulted in full business case reviews, analytical reports and
memoranda include:
State of California, Judicial Branch, Administrative Office of the Courts: Design-
build-finance-operate (P3) selected for the new $400 million Long Beach Court Building,
the State of California’s first major public work delivered on an alternative project delivery
basis.
State of New York: Evaluation of delivery methods for a new $500 million
consolidated State laboratory, a social infrastructure project. Design-build-finance-
operate (P3) selected for project implementation, New York State’s first major P3 project
for any infrastructure sector.
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State of New Jersey, Office of the Governor: Long term concession of the New
Jersey Turnpike to a State-controlled non-profit corporation (P3) selected after a review
of the full range of private construction, operating, management and financing
alternatives for the improvement of the Turnpike. Project implementation was deferred.
Victoria, British Columbia Capital Region District: Evaluation of alternative
delivery methods for a new $750 million multi-plant regional wastewater treatment
system, acting as the sector-expert legal consultant on a five-member peer-review team.
Design-build-finance (DBF) selected for a new 25 MGD $150 million wastewater
treatment plant, and design-build-finance-operate (DBFO or P3) selected for new $200
million biosolids treatment facility.
Houston, Texas: Design-build-finance-operate selected over design-bid-build for
the City’s new $700 million justice complex. The first major P3 in the social infrastructure
field in Texas.
Pima County, Arizona: Design-build-operate selected for the new 30 MGD, $200
million Roger Road wastewater reclamation facility; CMAR chosen for large-scale capital
improvements to Ina Road wastewater treatment facility; CMAR selected for a wastewater
conveyance tunnel; and traditional design-bid-build chosen for a central laboratory.
City of Phoenix: Design-build-operate selected for the new 80 MGD, $200 million
Lake Pleasant water treatment plant, raw water intake and raw water transmission line;
traditional design-bid-build chosen for finished water pipeline.
San Antonio Water System: CMAR selected for a new 20 MGD, $100 million
brackish groundwater desalination project; traditional design-bid-build selected for
wellfields and raw water transmission lines.
Wilsonville, Oregon: Design-build, with contract operations, selected for an
upgraded and expanded wastewater treatment plant.
DCWASA (Washington, DC Water and Sewer Authority): Design-build selected for
a new $210 million biosolids main procession train; design-build-operate selected for new
$90 million biogas cogeneration (combined heat and power) facility; design-bid-build
selected for new dewatering facility.
Travis County, Texas: Design-build chosen over P3 and design-bid-build for the
proposed new $300 million Travis County courthouse.
Davis, California: Design-build selected for $75 million in upgrades to a
wastewater treatment plant.
Spokane County, Washington: Design-build-operate selected for a new 8 MGD,
$75 million wastewater treatment plant.
Clark County, Nevada: Design-build selected for a $70 million wastewater
treatment plant capital improvement program.
Charlotte Mecklenberg Utilities: Evaluation of alternative delivery methods for the
proposed new 25 MGD Long Creek wastewater treatment project.
Approach to Alternative Project Delivery Method Selection
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Best Practice. In assisting our clients in selecting the most appropriate project delivery
method, we conduct business case reviews to assess the various legally available delivery
methods our client would like to consider. Our approach employs the “best practice” analytical
methods that we have participated in developing here in the United States, and incorporates
valuable learning derived from similar exercises routinely conducted in Canada, the United
Kingdom and Australia.
Analytical Elements. These best practice methods all normally involve several
professional disciplines (legal, technical, management and financial), and commence with:
Needs Assessment. An overview of the current situation and assessment of future
needs;
Project Definition. Establishing a project definition and scope;
Designs. Determining allowable and disallowed designs and technologies;
Goals and Objectives. Setting project goals, objectives, and expected outcomes;
Risk. Making strategic risk and financial assessments;
Funding. Conducting a funding analysis, including accounting and affordability
constraints; and
Approvals. Identifying the approvals required to proceed, including coordinating
with stakeholders and customers.
Completing the Assessment. With the foundation of the analysis established, the
business case assessment then ordinarily moves to:
Legal Authority. Confirming the legal authority for each delivery method to be
considered;
Market Sounding Survey. Conducting reviews and assessments of the result of
the request-for-expressions-of-interest (RFEI) process using a market sounding survey to
determine market interest and input for each proposed delivery method;
Memorandum of Law. Preparing a legal memorandum discussing the
procurement procedures, statutory requirements, nature of the agreements and pros and
cons of each delivery method;
Risk Register. Preparing a “risk register” of the major risks associated with the
project;
Multiple Criteria Analysis. Conducting a multiple criteria analysis (MCA) of each
delivery method;
Qualitative Criteria. Identifying qualitative MCA criteria based on the goals and
objectives for each project (such as optimizing risk allocation, project quality,
implementation schedule, staffing considerations, degree of owner control, innovation
potential, cost certainty, etc.), and weighting and scoring each method based on these
qualitative criteria;
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Quantitative Criteria. Identifying quantitative criteria (projected design,
construction, operation and maintenance costs under each method, and determining the
net present value of the cost projections);
Risk Adjustment. “Risk adjusting” the projected NPV cost under each method to
account for risks “retained” by the owner and risks “transferred” to the contractor under
each method; and
Final Comparison. Comparing each method by its qualitative score, and by its
quantified, risk adjusted, projected net present value cost. Periodic workshops are
typically conducted to develop this business case analysis, an evaluation report prepared,
and the delivery method representing the best scored and highest value for money
identified and confirmed by our client’s senior representatives.
MUNICIPAL FINANCING OR PROJECT FINANCING
Selection of Financing Approach. The threshold decision in any public works project
is whether the project will be financed on a municipal finance basis or on a project finance basis.
Most fundamentally, municipal bond financing involves recourse directly to the credit of the
governmental agency; the bonds will be paid whether or not the project is completed or works.
Project financing, by contrast, involves recourse neither to the credit of the governmental agency
or to the credit of a private company. The bonds are paid only if the project is completed and
works over the long term as contracted for by the private developer, and the governmental agency
pays its service or commodity purchase obligations over the term of the project agreements.
Hawkins is a recognized national leader in both municipal bond finance and project finance
transactions for public infrastructure projects. Our firm brings an extraordinary depth of
experience to both the decision on which approach should be used to finance a proposed project,
and then to the execution of the project based on the financing and delivery method selected.
Municipal Financing. Hawkins has several dozen lawyers devoted to the municipal
finance practice, which we believe to be the largest such group in the country. Every year the
firm is ranked first or second annually among public finance firms nationally based on the
volume of municipal bonds approved as either bond counsel or underwriters counsel. An
overview of our public finance practice is provided in Part 14 (General Firm Description). When
the firm is engaged as legal advisor in connection with alternative delivery or P3 projects, we
work closely with local bond counsel, based on our own broad public-finance experience, to
properly integrate the project and its procurement, contracting and delivery with the bond
issuance objectives of our governmental client under its plan of financing and capital
improvement program. Hawkins is fully conversant with all types of municipal finance options,
from general obligation bonds, system revenue bonds, and State revolving fund loans to subject–
to-appropriation, certificate of participation and lease revenue credits, and how these various
public financing options affect contract structures and bond credit rating and interest rate
considerations.
Project Financing. Hawkins is equally conversant with and holds a similar nationally
leading position in the project financing of public infrastructure, or P3. Our perspective on
infrastructure financed on a project-finance basis is informed by the depth and breadth of our
experience for over 25 years both in representing municipal project owners as lead counsel on
P3 project financing and in representing commercial banks and investment banking firms as
lender’s counsel and underwriters counsel on P3 project financing and similar real estate
transactions.
Pledged Availability Payments Under P3 Project Agreements. In many cases, the P3
project agreements on which Hawkins has worked have assigned a revenue collection risk to
contractors (as in the case, for example, of a DBFO tollroad where the developer and its lenders
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take the risk that toll revenues will not be sufficient to repay debt and provide a return on equity
investment). But in most cases, the governmental entities have agreed to make periodic
“availability payments” to contractors under leases or service agreements. In such instances the
payments have been designed to cover debt service on bond financings arranged by the
contractors (as well as providing an equity return and compensation for operation, maintenance,
repair and replacement work), and have been pledged by the contractors as security for the
payment of such debt service. Over the past 30 years, Hawkins has structured, negotiated and
drafted dozens of project agreements, involving billions of dollars of availability payments, that
have supported the private project financings of the kind normally involved in P3 transactions.
Avoiding the Characterization of Government Payment Obligations as Debt in P3
Transactions. Often in P3 project financing transactions, as a requisite to assuring the
financeability of the projects, Hawkins has been called upon to opine that such project
agreements or service contracts are valid, binding and enforceable as against the governmental
entities involved. This, in turn, has typically required us to make sure that the governmental
entities’ payment obligations are sufficiently contingent (either because they are dependent upon
the satisfactory provision of recurring services by the contractors or because they are “subject to
annual appropriation”) so that they do not constitute unauthorized “debt” of such entities for
purposes of constitutional debt limitations, referendum requirements, capital budgeting
requirements, debt limits, and other restrictions arising under state law.
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PART 2
WATER AND WASTEWATER EXPERIENCE OVERVIEW
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PART 2
WATER AND WASTEWATER EXPERIENCE OVERVIEW
SECTOR –SPECIFIC LEGAL EXPERTS
Leading Water and Wastewater Specialists. Hawkins water and wastewater alternative
project delivery and P3 work is a “niche” legal practice. The firm has drafted and negotiated the
contracts necessary to complete virtually every kind of water, wastewater and residuals
management facility and transaction. Our national practice parallels the business reach of the
water and wastewater companies seeking these contracts, who generally operate nationally and
typically use nationally experienced corporate counsel. We have fully thought through the
performance guarantee and other risk and responsibility issues inherent in these transactions
in multiple contexts, and can help protect the public interest and effectuate public purpose goals
for water and wastewater projects expertly and efficiently.
Water and Wastewater Project Record of Achievement. Hawkins, since 1996, has
served as special counsel to municipal governments on 98 water, wastewater and residuals
management projects in 24 states, ranging in size from 2 mgd to 500 mgd, serving from 10,000
to 3,000,000 customers, providing an aggregate treatment capacity of 2,680 mgd, and having a
total contract value of $11.1 billion and an aggregate contract term of 1,237 years. Individually,
the contracts have had terms ranging from 5 to 25 years, and values from $5 million to $4 billion.
Water Projects. Hawkins’ special contract counsel experience includes 40 water
projects, most involving new or “greenfield” construction and many among the largest in the
country.
Wastewater Projects. We have served as special contract counsel on 48 wastewater
projects. These have included contractual operations, management of existing facilities with
extensive treatment capacity upgrades, and new plant construction transactions.
Residuals Management. Hawkins has negotiated 14 contracts for the construction and
management of new, free-standing residuals management facilities. Also, most of our wastewater
projects have included the construction of significant residuals management improvements.
WATER AND WASTEWATER PROJECT CLIENTS
Public Agency Clients (Water and Wastewater). Hawkins’ public agency, district and
public authority clients in the water and wastewater sector include or have included:
> Camden County Municipal Utilities Authority (NJ)
> Charlotte-Mecklenburg Utility Department (NC)
> Lynn Water and Sewer Commission (MA)
> Massachusetts Water Resources Authority (MA)
> Narragansett Bay Commission (RI)
> Puerto Rico Aqueduct and Sewer Authority (PR)
> San Antonio Water System – SAWS (TX)
> San Diego County Water Authority (CA)
> Southern Nevada Water Authority (NV)
> Springfield Water and Sewer Commission (MA)
> Trinity River Authority (TX)
> Victoria Capital Regional District (British Columbia)
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> Washington, D.C. Water and Sewer Authority
> Washington Suburban Sanitary Commission (MD)
> Woodland-Davis Clean Water Agency
County Clients (Water and Wastewater). Hawkins county clients in the water and
wastewater sector include or have included:
>Bergen (NJ) >Pima (AZ)
>Burlington (NJ) >Rockland (NY)
>Fulton (GA) >Sarasota (FL)
>Monroe (NY) >Spokane (WA)
City Clients (Water and Wastewater). Hawkins’ city clients in the water and wastewater
sector include or have included:
>Corpus Christi >New York (NY)
>Cranston (RI) >Phoenix (AZ)
>Fresno (CA) >San Diego (CA)
>Hialeah/Miami (FL) >Santa Fe (NM)
>Honolulu (HA) >San Jose (CA)
>Houston (TX) >Seattle (WA)
>Laredo (TX) >Stockton (CA)
>Lawrence (MA) >Tacoma (WA)
>Newport (RI)
Smaller Municipality Clients (Water and Wastewater). Hawkins’ smaller municipality
clients in the water and wastewater sector include or have included:
>Fillmore (CA) >Southold (NY)
>Holyoke (MA) >Vancouver (WA)
>Naugatuck (CT) >Warren Township (NJ)
>North Brunswick (NJ) >Washington Borough (NJ)
>Orangeville (CN) >Waterbury (CT)
>San Juan Capistrano (CA) >Wilsonville (OR)
>San Marcos (TX)
Investor-Owned Water Utilities. Hawkins investor-owned water utility clients include
or have included:
> California American Water Company (CA)
> California Water Service Company (CA)
> San Jose Water Company (CA)
AGREEMENTS AND COMPANIES
Water and Wastewater Agreements. We have drafted and negotiated agreements in
connection with every type of water and wastewater transaction, including development,
construction, turn-key, operation, management, design-build, design-build-operate, design-
build-finance-operate, guaranty, lease, asset purchase and sale, franchise, concession, host
community, intermunicipal, efficacy bond and letter of credit agreements, and the full range of
related municipal, corporate and project financing agreements as well, for both taxable and tax-
exempt water and wastewater projects.
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Water Sector Concessions. Hawkins was the chief architect of the first major
water/wastewater system concession procurement successfully accomplished in the United
States – in Cranston, Rhode Island, summarized below. We also have worked on several similar
projects that were extensively considered before being deferred, including the water systems in
San Jose, California (privatization) and New Brunswick, New Jersey (privatization) and in Peoria
and Champaign-Urbana, Illinois (“municipalization” of an investor-owned utility, the reverse of
privatization).
Companies. We have negotiated design-build, design-build-operate and asset
management contracts with all of the major water, wastewater and residuals management
companies, including:
>Abengoa >McCarthy Construction
>AECOM >Metcalf and Eddy
>Alberici >MWH
>Allied Waste >PCL
>American Water >Pizzagali Construction (PC)
>Aquarion >Poseidon
>Archer Western >Severn Trent
>Azurix >Southwest Water
>BFI >Stantec
>Black & Veatch >Synagro
>CDM >Thames
>CH2M OMI >United Water
>Earth Tech >U.S. Water
>ECO Resources >Veolia Water
>Epcor >Waste Management
>HDR >Western Summit
>Kiewit
Conference Presentations. Hawkins partners are long-time and regular presenters at
water and wastewater industry conferences, including those sponsored by:
>American Membrane Technology Association
>American Waterworks Association
>Design-Build Institute of America (Water Section)
>Global Water Intelligence
>International City Manager’s Association
>International Desalination Association
>Mayors Water Council (U.S. Conference of Mayors)
>Underground Infrastructure Management
>Urban Water Institute
>Water Environment Federation
CURRENT MARKET ISSUES IN WATER AND WASTEWATER SECTOR PROJECTS
Understanding. In this section, we would like to note several items from our experience
in the current market that should be taken account in structuring the commercial terms and
conditions of the project agreements.
Risk Allocation Issues. In general, we advocate structuring contracts so that the
contractor is responsible for the complete delivery of the project and that all risks are “transferred
risks”, except those risks that are clearly and specifically kept by the governmental agency as
“retained risks.” These risks are generally referred to as “uncontrollable circumstances”, risks
outside the reasonable control of the contractor after exercising reasonable preventative and
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mitigating actions. These retained risks would ordinarily include raw water outside the assumed
raw water quality parameters; regulated site conditions (hazardous substances and cultural
resources); and, as noted earlier, certain permitting risks. Force majeure risks are uncontrollable
but largely insurable. General economic conditions, utility unavailability, contractor employee
strikes and eminent domain are generally treated as uncontrollable circumstances. Change of
law is always a “retained risk”. Relief for retained risks is typically given if the occurrence of the
risk affects price, performance or schedule. Subcontractor performance, design efficacy and
permittability are typically “transferred risks”. The industry advocates the principle of assigning
a risk to the party best able to manage and control it, and we fully concur. Taking any other
approach will cause the contractors to not propose, or include an excessive risk premium. The
challenge is to be specific about which risks are transferred and retained. Having developed very
detailed and specific language and approaches to this question, and worked it through with
proposers on more than six dozen projects, we are in an excellent position to provide counsel on
these matters and assist the Agency in reaching agreement with the selected DB or DBO
Contractor.
Sureties. The surety market is often tight, and sureties appear to apply different levels
of stringency in work with various contractors, apparently a reflection of their perceived financial
strength. The sureties’ perception of the risk the design-build contractors are being asked to
assume may result in some “push back” on proposed contract terms which clients will have to
address. This usually occurs in some of the areas noted below.
Limit of Liability. No CMAR, DB or DBO contractor in today’s market will sign a contract
without a “stated dollar” limit of liability. Contractor requests have been for limits as low as 15%
of the fixed design-build price, as against a typical owner request of 100%. Negotiations often
settle the amount at 50% of the fixed design-build price, but can be as low as 25%. Sometimes
there are sublimits on the total amount of delay liquidated damages. Hawkins argues strongly
to restrict this stated dollar liability limit solely to damages for non-performance, and make it
clear that it does not limit recoveries for indemnities, losses from third-party lawsuits, regulatory
fines, economic losses in seeking to perform the CMAR, DB or DBO contract or any other “loss”
or “liability” of the contractor. Owners need to recognize that contract liability limits also create
parallel limits on the surety’s obligations under performance bonds.
Parent Guaranty. We continue to advocate that the parent of the DB or DBO contractor
guaranty performance of the agreement so that the owner will have recourse to a financially
strong entity and not an asset-less special purpose entity or to a lower level entity with limited
financial strength.
Delay Liquidated Damages. Contractors forcefully resist delay liquidated damages they
regard as excessive, or that might be regarded as a legally unenforceable penalty. Often they are
scaled, with lower amounts early, rising with the length of the delay.
Extended Commissioning. Our public sector clients often have sought to have a design-
build contractor assume responsibility for commercial operations of a newly built facility for a
period of six to 18 months following completion. Sometimes this is cast as “extended
commissioning.” The DB contractors routinely resist, because they are generally construction
company-led and have the typical objectives of construction firms. Sureties heavily pressure the
construction firms to avoid taking operating responsibility.
Acceptance Standards. In design-build projects, where there is an absence of any
operating commitment by the design-builder, we believe that owners should place a strong
emphasis on (1) setting out detailed design requirements and construction quality standards
which will assure a high quality project but without undercutting the opportunity for competitive
proposer innovations and approaches, and (2) requiring a lengthy conventional equipment and
systems break-in and commissioning period, before an Acceptance Test is allowed to be
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conducted. The Acceptance Test should be lengthy and complete to best assure that the owner
will be able to operate and maintain the facilities at the required performance levels over the long
term.
Performance Guarantees - Water and Wastewater Quantity. The acceptance tests will
need to require that the plant performs across all of the potential raw water quality parameters.
There is often a wide variation in these parameters, particularly in the area of turbidity. We have
helped to craft performance guarantees that are part of new plant Acceptance Tests that take
account of periodic high levels of turbidity, using a turbidity curve that allows for a lower level of
water production with increasing turbidity. Finished water flow rates will need to be developed
that will set plant size, and availability and redundancy factors will be taken into consideration.
Other Performance Guarantees. Treated water and wastewater quality standards will
need to be furnished based on current law and, as discussed below, possibly enhanced standards
as well. We ordinarily also include a “production efficiency guarantee” that assures minimum
wastage of raw water. Our contracts typically include, in addition, maximum electricity demand
and usage guarantees per volume of raw water treated. Finally, many clients are now insisting
on the inclusion of “green” building standards using the LEED system of the U.S. Green Building
Council.
Proposal Forms. We are strong advocates of developing numerous technical proposal
forms that can be completed by each proposer to describe the technical approach they intend to
take. This allows for easy comparability of the technical merit of each proposal, and for the
including directly in the contract of the core of the successful company’s technical commitment.
Construction Commodity Price Inflation. In many projects, we developed a functional
mechanism for taking account of the kinds of significant swings in construction commodity
prices that took place before the recession. This approach eliminates the need for the proposers
to include a large contingency for a significant unknown. In today’s market, where commodity
price escalation has cooled and in some instances reversed, this issue has receded in importance.
Still, we believe it is important to discuss it fully with the project team as part of the planning
process.
Permitting Risk. The risks associated with the regulatory “process permit” include
delay, and unexpected terms and conditions. These risks are partially within the control of the
contractor because it is designing the project, and partially within the control of the regulatory
permitting agencies. In recent contracts, the “terms and conditions” risk has been assumed by
the contractor, but relief given for delays by the permitting agency, assuming the contractor has
submitted complete applications in a timely manner.
Enhanced Standards. The contract will obligate the contractor to design and build a
facility that will produce water in compliance with current federal and state drinking water
regulatory requirements. We believe the owner should consider mandatory “enhanced
standards”. These could include non-primary items (such as taste, odor and color), or more
stringent standards than currently required, including those that may be anticipated or that are
of particular local concern.
SRF Funding. Hawkins helped secure SRF funding for many similar major projects. Our
working familiarity with SRF requirements will help facilitate the development of documentation
that should satisfy SRF requirements for the extension of low cost loans to the project owner.
We have also facilitated increased understanding of the design-build project delivery method with
many SRF funding agencies around the country.
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PART 3
WATER AND WASTEWATER PROJECT PROFILES –
OWNER’S LEAD COUNSEL
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PART 3
WATER AND WASTEWATER PROJECT PROFILES –
OWNER’S LEAD COUNSEL
Hawkins has served as lead counsel to municipal utility and investor-owned utility project
owners in 98 water and wastewater project procurements. These include DB, DBO, DBFO,
contract operations, franchise and concession transactions. Brief profiles of selected
transactions are provided below.
DRINKING WATER PROJECTS
Seattle, Washington. (Drinking Water Treatment) In Seattle, our firm drafted the 15-
year design-build-operate contract for the City’s new 120 mgd Tolt River water treatment plant
in the Cascade Mountains, and substantially advised the City in conceptualizing and
implementing the procurement process. This transaction is widely regarded as a seminal event
in public-private contracting in the drinking water industry. The contract included significant
water treatment guarantees beyond those mandated by current law, as well as special security-
for-performance provisions which came into play when the vendor’s credit standing declined.
The plant has been successfully operating for more than a decade. Private Contractor: Azurix
(American Water).
Phoenix, Arizona. (Drinking Water Treatment) Hawkins served as the outside legal
advisor to the multi-discipline study team that completed a seminal, in-depth study of 11
alternative project delivery methods for the proposed 80 mgd Lake Pleasant Water Treatment
Plant. We then represented Phoenix as special counsel in the successfully completed design-
build-operate procurement for the Lake Pleasant plant now completed and under operation,
utilizing Arizona’s omnibus alternative project delivery legislation. The plant treats Central
Arizona Project Colorado River water to enhanced standards and under very high periodic
turbidity conditions, serves rapidly developing north Phoenix, and is expandable to 320 mgd.
Private Contractors: American Water and Black & Veatch.
San Diego County Water Authority, California. (Drinking Water Treatment) Hawkins
served as special counsel to the San Diego County Water Authority in the development,
procurement and negotiation of the design-build-operate contract for the 100 mgd Twin Oaks
Valley Water Treatment Plant. The plant was the Authority’s first water treatment project, as
well as its first project completed on an alternative delivery basis, as the Authority expanded its
utility services to include water treatment as well as water distribution. Twin Oaks, a landmark
DBO project in Southern California, is capable of treating State Water Project and Colorado River
Aqueduct water in any combination and will be the largest membrane surface water treatment
plant in the world. Private Contractor: CH2M OMI.
San Diego County Water Authority, California. (Drinking Water Treatment) Hawkins
also represented the San Diego County Water Authority as special contract counsel in the
development of California’s first major seawater desalination project (50 mgd). The $1 billion
project, now under construction in Carlsbad at the site of an existing power plant, will serve to
substantially expand San Diego County’s reliable supply of local water sources. The transaction
is a P3, under which the developer designs, builds, finances, operates and maintains the water
treatment plant for a 30-year term, and designs and builds the 11-mile treated water conveyance
pipeline. Our firm drafted and negotiated the water purchase agreement between the Water
Authority and the developer, and the related conveyance pipeline DB agreement. These
agreements were pledged as security for investment grade credit-rated tax-exempt private activity
bonds issued on a project-finance basis. Private Contractor: Poseidon Resources
Corporation/Kiewit-Shea/IDE.
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San Antonio Water System (SAWS). (Groundwater Transmission System) Hawkins
represented the San Antonio Water System as special contract counsel in the drafting and
negotiation of the water transmission and purchase agreement for SAWS’ $3.4 billion Vista Ridge
Regional Water Supply Project (a design-build-finance-operate public-private partnership). The
raw groundwater well and transmission pipeline project will provide San Antonio with up to
50,000 acre feet per year of Carrizo-Wilcox and Simsboro aquifer water from wells located 142
miles northeast in Burleson County for 30 years following the completion of construction.
Ownership of the project assets will then transfer to SAWS at the expiration of the term of the
agreement. The project will be the largest non-Edwards Aquifer supply of water in San Antonio’s
history. Hawkins participated as lead counsel in the contract negotiations with Abengoa,
sponsor of the project company. Hawkins drafted the DBFO project contract (structured as a
water transmission and purchase agreement), and related project and security agreements,
under which the project company is responsible for acquiring the groundwater leases, permits
and pipeline rights of way. Private Contractor: Abengoa.
San Antonio Water System (SAWS). (Brackish Groundwater Desalination) SAWS is
undertaking the first major water project under new legislation in Texas authorizing municipal
water utilities to use alternative project delivery methods, a 20 mgd brackish groundwater
treatment facility and conveyance system. Hawkins served as special counsel to SAWS for the
project. In that capacity, our firm committed extensively on the new legislation, helped structure
the water rights agreements and counseled SAWS on various available procurement options.
CMAR was ultimately selected. Our responsibilities also included assistance with RFEI, RFQ
and RFP development and drafting and negotiating both the program management (design
engineering) and CMAR construction contracts for the project. Private Contractor: Black &
Veatch and Zachry Construction/Parsons.
California American Water. (Drinking Water Treatment) Hawkins represented
California American Water as special contract counsel in the development and evaluation of the
RFQ and RFP solicitation documents, and in drafting and negotiating a design-build agreement
for a 9.6 mgd seawater desalination plant in the County of Monterey, California. The agreement
includes an option to reduce the capacity of the plant to 6.4 mgd if an independent groundwater
replenishment project is completed. Since the plant will utilize water delivered from beach slant
wells whose completion may be delayed due to seasonal construction limitations, mechanisms
were built into the agreement to allow for delayed or two-part acceptance testing. Private
Contractor: CDM Constructors.
Santa Fe, New Mexico. Hawkins served as special counsel to the Buckman Direct
Diversion Board, which is managing the construction of a new 15 mgd water treatment plant
owned jointly by the City of Santa Fe and the County of Santa Fe. The plant, together with an
intake structure to divert surface water from the Rio Grande River, transmission lines and pump
stations, is being procured on a design-build basis. The BDD project was the first major design-
build water project in New Mexico. Private Contractor: CH2M OMI.
Southern Nevada Water Authority, Nevada. The Southern Nevada Water Authority,
serving the Las Vegas region, was the first municipal utility agency to procure a water project (a
major water transmission line) under Nevada’s design-build law. Hawkins served as special
counsel in connection with the RFP and design-build contract and assisted in proposal review.
Private Contractor: CH2M OMI.
San Juan Capistrano, California. (Brackish Groundwater Desalination) Hawkins
served as special counsel to San Juan Capistrano’s Capistrano Valley Water District, providing
procurement and contract drafting and negotiation services in one of the first transactions to be
effectuated under Government Code Section 5956, California’s alternative project delivery and
public-private partnership statute for municipal infrastructure. The project company designed,
built and operated a 5 mgd groundwater desalination project, with user rates “bought down” to
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market by Southern California’s Metropolitan Water District through a per-acre foot production
subsidy. Hawkins also played a key role in structuring the “split credit” financing under which
the District’s water revenue bonds would become the bond insurer’s responsibility, with backing
from the company, in the event there was a project performance failure. Private Contractor: Eco
Resources (Southwest Water).
Lawrence, Massachusetts. (Drinking Water Treatment) As special counsel to the City
of Lawrence, our firm helped negotiate a consent decree with the Massachusetts DEP for
improved management practices at the City’s aging water treatment facility, and was centrally
involved in the planning and procurement of an entirely new replacement 15 mgd water facility
and major distribution system improvements, now constructed and successfully operating. The
City received five highly competitive proposals in response to its RFP, and Hawkins drafted and
negotiated the design-build-operate contract for the project. Private Contractor: CDM.
San Jose, California. (Drinking Water Distribution) San Jose sought to enter into a
lease and service agreement with a private water company for the operation and maintenance of
its existing 15 mgd water distribution system for rate stabilization, with an up-front payment
under consideration. Our firm represented the City as special counsel in procuring and
negotiating the proposed service agreement and addressing water supply, rate, PUC regulation
and labor issues. Private Contractor: Deferred.
San Diego, California. (Reclaimed Water Distribution) Hawkins served as special
counsel to San Diego for the design-build-finance-operate (P3) procurement of a distribution
system for reclaimed water produced by the 30 mgd South Bay wastewater treatment plant. We
also managed the process of drafting the request for expressions of interest and evaluating the
submittals. Other major public-private partnership projects on which we have represented San
Diego since 1989 include procurements for a new regional landfill; sludge composting and landfill
gas cogeneration facilities; emergency medical services; an international cargo airport; and a
managed competition for the operation of the City’s Otay Mesa Water Treatment Plant. Private
Contractor: Deferred.
Massachusetts Water Resources Authority. (Covered Water Storage Tank) The firm
represented MWRA in the procurement of the 50+ mgd Norembaga covered water storage tank,
built to protect the drinking water supplied to greater Boston. As special counsel we assisted in
RFP development, proposal review and contract negotiations. The project was the first procured
by MWRA on a design-build basis. Private Contractors: J.F. White Contracting and Slattery
Skanska Inc.
Hialeah and Miami – Dade County, Florida. (Brackish Groundwater Desalination)
Hialeah used the design-build-operate contracting method to procure one of the largest brackish
groundwater desalination projects in Florida (10 mgd, expandable to 17.5 mgd). Hawkins served
as special counsel to the City for the transaction and played a central role in the development of
the RFEI, RFQ and RFP solicitation documents and the drafting and negotiation of the DBO
contract with the successful proposer. Private Contractor: AECOM/Inima/Severn-Trent.
WASTEWATER PROJECTS
Washington, D.C. Water and Sewer Authority (DC WASA). DC WASA is replacing the
main process train for biosolids at its 370 mgd Blue Plains wastewater treatment plant, one of
the largest in the United States. Hawkins represented DC WASA as special counsel in the review
of possible alternative project delivery methods and is serving as special counsel in the
procurement of the new $200 million main process train on a design-build basis using the Cambi
Thermal hydrolysis pretreatment process. The project is currently under construction and will
be the first major installation of the Cambi THP System in the United States and is expected to
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result in annual residual disposal savings to DC WASA exceeding $15 million. Private
Contractors: CDM/PC (Pizzagalli Construction)/Cambi.
Pima County, Arizona. Pima County operates a 60 mgd wastewater treatment system
serving the Tucson metropolitan area. Hawkins was part of a multi-disciplinary team advising
the County on the development and implementation of its $1 billion capital improvement plan to
expand capacity, replace obsolete facilities and meet more stringent regulatory effluent
standards. The assessment of available and appropriate alternative project delivery methods
and a review of effluent water rights agreements affecting the wastewater system were among the
firm’s responsibilities. Hawkins served as special counsel in connection with the procurement
and negotiation of a new 30 mgd Roger Road Water Reclamation Campus that was awarded on
a design-build-operate basis. Private Contractor: CH2M.
Spokane County, Washington. Hawkins serves as special counsel to Spokane County
in its procurement of a new regional water reclamation facility on a design-build-operate basis.
The facility, currently in operations, is an advanced treatment facility with membrane filtration
providing an initial 8 mgd of capacity with an ability to be expanded in phases up to 24 mgd.
Hawkins assisted with the development of the RFQ and RFP solicitation documents and with the
drafting and negotiation of the DBO contract with the successful proposer. Private Contractor:
CH2M.
Holyoke, Massachusetts. Hawkins represented the City of Holyoke as special counsel
in the development, procurement and negotiation of a 20-year service contract for the operation,
maintenance, repair and improvement of the City of Holyoke’s wastewater system. The project
included the design and construction of a combined sewer overflow facility and involved elements
of both public and private financing. Private Contractor: AECOM and Aquarion (United Water).
Cranston, Rhode Island. (Wastewater System) In Cranston, Hawkins was the principal
architect of the first major long-term wastewater project privatization transaction to be approved
by the USEPA under Executive Order 12803. The Cranston transaction actually involved eight
transactions in one: (1) design-build of capital improvements to the City’s 20 mgd plant; (2)
design-build of tertiary treatment facilities; (3) 25-year contract operations; (4) 25-year
maintenance, repair and replacement; (5) industrial pre-treatment program; (6) sewer
maintenance; (7) contract payment/concession fee to the City; and (8) company financing of the
contract payment and system improvements. The Cranston transaction is generally regarded as
a landmark event in the wastewater treatment industry. Private Contractor: U.S. Filter (Veolia).
Lynn, Massachusetts. (Combined Sewer Overflow System and Wastewater Plant) As
special counsel to the Lynn Water and Sewer Commission, Hawkins was a key strategist in the
Commission’s groundbreaking “DBO for a CSO” project. This was the first project in the country
for which a city conducted a design-build competition for large scale combined sewer overflow
improvements. The project resulted in a savings in excess of $100 million measured against the
cost of conventionally procured improvements mandated by a judicial consent decree. A
companion competitive procurement on which we also served as special counsel placed the
Commission’s 25 mgd wastewater treatment plant under a 20-year operate-maintain-repair-
replace contract, including a complete sludge incinerator re-build on a design-build basis.
Hawkins drafted and assisted in securing passage of special state enabling legislation for these
projects. Private Contractor: U.S. Filter (Veolia).
Fulton County, Georgia. (Wastewater Plant) Hawkins served as special procurement
and contract counsel to Atlanta’s Fulton County for the County’s 24 mgd Camp Creek
Wastewater Treatment Plant project, which was the first major project to be implemented under
new statewide DBO legislation. The private vendor’s workscope included building a new and
larger treatment plant to upgraded renewal permit standards, while operating an existing aging
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facility. Hawkins substantially assisted in RFP development, and drafted and negotiated the
DBO contract. Private Contractor: Azurix (American Water).
Newport, Rhode Island. (Wastewater System) Hawkins was the coordinating consultant
and special counsel on Newport’s 20-year operate-maintain-repair-replace contract for the City’s
regional 10 mgd wastewater treatment plant. The procurement attracted six high quality
proposals and the transaction included significant capital upgrades in response to administrative
consent decrees, improved odor control, and company responsibility for the sewage collection
system. Private Contractor: Earth Tech (Tyco).
Springfield, Massachusetts. (Wastewater Plant) The Springfield Water and Sewer
Commission’s 43 mgd wastewater plant, the second largest in New England, was placed under
private contract management in a transaction which broke new ground in operator responsibility
for odor control, enhanced effluent standards and sludge product production and marketing.
Hawkins, as special counsel to the Commission, served as the primary draftsman of the RFP as
well as the resulting service contract, and played a central role in contract negotiations. Private
Contractor: U.S. Water (Northwest Water and Bechtel).
Naugatuck, Connecticut. (Wastewater System) Hawkins served as special counsel to
Naugatuck and its Water Pollution Control Authority, which awarded a 20-year contract to a
private company to operate, maintain, repair and replace its 10 mgd wastewater treatment plant,
along with design-build improvements to achieve tertiary treatment. The firm was instrumental
in securing a private proposal to guarantee sludge importation to fill the plant’s excess
incineration capacity on a “merchant basis”, resulting in a near-zero user fee rate for Naugatuck
ratepayers. Hawkins also served as special tax counsel for the tax-exempt certificates of
participation that financed the project, concluding that most of the sludge processing
improvements included in the project were “solid waste” facilities for IRS purposes and could be
financed on a tax-exempt basis without private activity bond “volume cap”. Private Contractor:
U.S. Filter (Veolia).
Washington Borough, New Jersey. (Wastewater Plant) Hawkins served as lead counsel
on the first design-build-operate wastewater project to be implemented in New Jersey. In a
unique procurement, DBO proposals were received simultaneously with bids for the construction
of the facility on a conventional design-bid-build basis. The lowest construction bid (which was
based upon a completed design, elements of which served as the minimum design requirements
in the RFP) was added to the projected cost of public operation and compared to the most
advantageous proposal received in response to the design-build-operate RFP. The Borough
selected the best DBO proposal over the lowest conventional construction bid, and the project
was completed in compliance with stringent consent order milestones. With the assistance of
Hawkins as bond counsel, the project was financed through the State Revolving Fund. Private
Contractor: U.S. Filter (Veolia).
Tijuana, Mexico (Bajagua). (Wastewater Plant) The privately-owned 75 mgd Bajagua
project is to treat most of the sewage originating in Tijuana, Mexico to U.S. secondary treatment
standards, resolving a major international pollution issue in the San Diego area. Hawkins served
as special counsel for the project in connection with the proposed fee-for-service contract with
the U.S.-funded International Boundary Waters Commission, design-build-operate contract with
a private management contractor, and contract-secured project financing. Private Contractor:
Deferred.
Rockland County, New York. (Wastewater Plant) Hawkins served as special counsel to
the Rockland County Sewer District for the District’s proposed new 5 mgd wastewater treatment
plant. The plant will treat wastewater from the newly sewered portions of the County to potable
water standards, and recharge the local aquifer. Hawkins drafted the special legislation enacted
by the New York legislature to authorize an RFP-based design-build-operate procurement
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process, assisted the District in developing the RFP and evaluating proposals, and drafted the
DBO contract. Private Contractor: Veolia.
Bergen County, New Jersey. (Wastewater System) Hawkins was special counsel to the
Bergen County Utilities Authority in connection with the proposed private contract management
of its 100 mgd sewer system serving 70 communities. The firm participated actively in the
procurement and contract negotiation process, at the conclusion of which BCUA ultimately
decided not to award a management contract. Private Contractor: CH2M OMI.
Tacoma, Washington. (Wastewater Plant) Our firm represented the City of Tacoma as
special counsel in connection with the upgrade and expansion of the City’s central wastewater
treatment plant on a design-build basis. The project required the completion of work during the
continuance of operations, at the conclusion of which the plant will have a 60 mgd treatment
capacity and a peak hydraulic capacity of 150 mgd. Private Contractor: MWH.
Fillmore, California. (Wastewater Reclamation Facility) The City of Fillmore is replacing
an obsolete wastewater treatment plant with a 1.8 mgd wastewater reclamation facility. Instead
of discharging effluent to navigable water, the new plant will discharge to percolation ponds and
eventually to a reclaimed water distribution system. The project was procured on an alternative
delivery basis, using design-build-operate for the plant, design-build for the conveyance facilities,
and private operation for the collection system. Hawkins played a central role in the drafting of
the RFP as well as in the drafting and negotiation of the service contract. Private Contractor:
American Water.
Victoria Capital Regional District, British Columbia, Canada. (Wastewater Treatment)
Hawkins is serving as co-counsel, with the Vancouver firm of Bull Housser & Tupper, to Victoria
CRD in connection with the design-build-finance procurement of the new McLoughlin Point
wastewater treatment, being conducted on behalf of VCRD by Partnerships BC. The plant is the
centerpiece of the Victoria regions program, in conjunction with the provincial and federal
governments, to cease open ocean wastewater discharges. Hawkins also served as a peer review
panel review to the VCRD’s project delivery method selection process. Private Contractor:
Pending.
Wilsonville, Oregon. (Wastewater Plant) Hawkins represented Wilsonville in the
procurement of a contract for the upgrade and expansion of the City’s existing 5 mgd wastewater
treatment plant and the operation and maintenance of the plant for a twenty year term. We
participated extensively in the City’s formal review process of alternative project delivery methods
before the DBO approach was formally selected by City Council. As special counsel, we are
actively involved in the RFQ and RFP process and drafted and negotiated the DBO service
contract with the selected service provider. Private Contractor: CH2M.
Monmouth County, New Jersey. (Wastewater Plant). Hawkins served as special
counsel in Monmouth County’s procurement of a 150,000 gallons per day (expandable to
250,000 gpd) landfill leachate pretreatment facility and related improvements on a design-build-
operate basis. The total contract value is approximately $50 million which represents a
significant reduction to the costs incurred by the County in connection with the trucking and
off-site disposal of landfill leachate. Hawkins prepared the RFP and drafted and negotiated the
DBO service contract. Private Contractor: Natural Systems Utilities.
COMBINED WATER AND WASTEWATER PROJECTS
Stockton, California. (Water and Wastewater System) Hawkins represented Stockton
as special counsel in connection with the development and implementation of California’s largest
long-term management contract for a wastewater treatment plant (43 mgd). The project also
included major design-build work for permit-driven nitrogen-reduction upgrades and odor
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control system improvements valued in excess of $50 million, as well as private management
responsibility for sludge disposal and for the management of the City’s water distribution, storm
water, and utility billing and collection systems. Private Contractor: CH2M OMI and Thames
Water.
Laredo, Texas. (Water and Wastewater System) Hawkins served as special counsel to
the City of Laredo, Texas, drafting and negotiating a 10-year service contract for the private
management of the City’s entire water and wastewater utility system (25 mgd), including
treatment plants, collection and distribution systems, billing and collection services, and special
protections for the non-unionized utility workforce. Private Contractor: United Water.
Puerto Rico Aqueduct and Sewer Authority (PRASA). (Water and Wastewater System)
All water and sewer service (500 mgd) in Puerto Rico is provided at the Commonwealth level by
PRASA through more than 100 water treatment plants, 200 wastewater treatment plants and
associated collection and distribution systems, residuals management assets, pumping stations,
laboratories, and billing and collection systems managed by a private firm. Our firm acted as
special counsel to PRASA and the Government Development Bank of Puerto Rico in negotiating
an extension of the previous short-term private management contract, advising PRASA on the
business terms of the RFP, and drafting the 10-year contract for private management and initial
capital improvements to the PRASA System. Private Contractor: United Water (Suez).
U.S. Navy (60 Eastern Bases). (Water and Wastewater Systems) Hawkins is serving as
special counsel to the United States Navy in connection with the proposed privatization of water,
wastewater, electricity and gas utility systems at 60 naval bases in the eastern United States.
Options under study are asset sales, leases, and management contracts. Our work includes
legal and contract research, reviews and advice relating to the feasibility analysis and business
model for the program. We are also working with the Navy to develop the transaction forms,
contracts and conveyance instruments appropriate to the implementation of the program.
Private Contractors: Various.
RESIDUALS MANAGEMENT PROJECTS
Most of the wastewater projects on which we have served as special counsel involved
contracts giving the private operator responsibility for sludge and residuals management, in
addition to responsibility for wastewater treatment. The firm’s stand-alone residuals
management projects include the following:
Victoria Capital Region District, British Columbia, Canada (Biosolids Management).
The biosolids management project is a companion project to Victoria CRD’s wastewater treatment
project, and is being run as a concurrent procurement. Hawkins is serving as legal advisor
together with Vancouver co-counsel. The provincial liquid waste management plan requires that
biosolids from the treatment plant be treated and processed into fuel products, and that biogas
and phosphorous be recovered from the sludge feedstack. Private Contractor: Pending.
Massachusetts Water Resources Authority. (Sludge Pelletization) Hawkins assisted
MWRA, greater Boston’s water and sewer agency, as special counsel for the planning,
procurement and negotiation of a service contract for the upgrade, operation and maintenance
of MWRA’s Fore River sludge pelletization plant, and for the marketing of pellet products. This
plant processes all of the sludge from the MWRA Deer Island wastewater treatment facility, the
centerpiece of the Boston Harbor clean-up program and the largest in New England. Private
Contractor: New England Fertilizer.
Sarasota County, Florida. (Sludge Management) Hawkins served as special counsel to
Sarasota County in the development of a new sludge management project on an alternative
project delivery basis using a sludge drying, pelletizing, composting or stabilizing technology to
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be competitively determined. We are drafting the RFP, and will draft and negotiate the design-
build-operate-finance contract with the selected vendor. Private Contractor: Deferred.
Rockland County, New York. (Sludge Composting) Our firm served as special counsel
to the Rockland County Solid Waste Management Authority in the procurement of the largest
sludge composting facility in New York State outside New York City. We played a key role in
conceptualizing the County’s sewage sludge composting project, which serves the county and
regional generators, in the RFP drafting and proposal review process, and in drafting and
negotiating intermunicipal sludge supply contracts and a design-build-operate contract with a
private contractor containing stringent odor guarantees and substantial compost marketing risk
protection for the City. Private Contractor: Waste Management, Inc.
Burlington County, New Jersey. (Sludge Composting) As special counsel to Burlington
County, Hawkins drafted and negotiated a design-build-operate and sludge compost marketing
contract for an SRF-funded sludge composting project serving more than 20 municipal sewage
sludge generators in the County. The DBO transaction was undertaken after the County rejected
bids submitted in response to a traditional DBB procurement. Private Contractor: Waste
Management, Inc.
Charlotte, North Carolina. (Sludge Management) Hawkins assisted the Charlotte-
Mecklenburg Utility District as special counsel in the procurement, drafting and negotiation of a
residuals management service contract for the disposal of sludge from several of CMUD’s
wastewater treatment plants. The contract included operating responsibility for a traditionally
procured compost plant, and for land application and beneficial reuse of sludge. Private
Contractor: BFI (Allied Waste).
Sacramento Regional County Wastewater District, California. (Residuals
Management) Hawkins served as special counsel to SRCWD for the development and
implementation of a residuals management facility to reduce SRCWD’s reliance on lagoon
disposal of sludge. The project is privately owned and financed, as well as privately designed,
built and operated, with the vendor having product marketing responsibility. Hawkins drafted
the DBFO contract for the transaction. Compost, pelletization, lime stabilization and other
proven beneficial reuse technologies were entertained by the District before a pelletization design
was selected. Private Contractor: Synagro.
Nashville, Tennessee. (Residuals Management) The City of Nashville built a new
residuals management facility using design-build as the preferred project delivery method. The
facility has the capacity to produce dried sludge products from 120 dry TPD of residuals
generated by the City’s central treatment plant. Hawkins represented Nashville as special
procurement and contract negotiating counsel on the project, which involved solutions to
complex performance bond issues, innovative performance guarantees following acceptance
tests, and commitments to assuring a smooth transition to municipal operation. Private
Contractors: Earth Tech and Archer-Western.
Camden County Municipal Utilities Authority, New Jersey. (Sludge Dryer Facility).
Hawkins assisted the CCMUA with the procurement of a private partner to (i) operate and
maintain a sludge drying facility (Komline Sanderson) that was being developed on a design-bid-
build basis and which was financed through the Environmental Infrastructure Trust and (ii) to
market processed biosolids. The project was driven by the Authority’s desire to minimize odors
and to decrease costs. As special counsel to the Authority, we were able to negotiate meaningful
performance guarantees, including relating to odor, and to transfer certain risks to the private
company that are more typical in design-build-operate (DBO) contracts. In addition, the contract
provided the Authority flexibility to terminate the marketing element of the agreement without
adversely affecting the balance of the Company’s operation and maintenance responsibilities.
We have also assisted the Authority in negotiating a solar concession and power purchase
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agreement for a solar project at the Authority’s wastewater treatment plant. In addition, we have
assisted the Authority with a subsequent procurement for renewable energy projects, including
solar, geothermal and other types of renewable energy projects. We prepared the Request for
Proposals for the Authority, which included the preparation of a draft power purchase agreement.
We recently assisted the Authority with its procurement of a sludge digester/CHP system at the
Authority’s wastewater treatment plant. We prepared the Request for Proposals, draft Service
Contract and other project documents on behalf of the Authority. We assisted the Authority with
the successful negotiation of the service contract with the selected vendor, which contract was
executed this past week. Private vendor: Anaergia.
PART 4
SOLID WASTE EXPERIENCE OVERVIEW
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PART 4
SOLID WASTE EXPERIENCE OVERVIEW
SECTOR –SPECIFIC LEGAL EXPERTS
Solid Waste Project Record of Achievement. Hawkins has served as contract and
finance counsel on a total of 151 solid waste projects in 25 states, one US territory and four
foreign nations. The contracts involved have an aggregate term of 2,180 years, provide for the
disposal of 119,000+ tons per day of solid waste, and are valued at $35 + billion.
Waste-to-Energy Transactions. Hawkins’ solid waste experience as contract and
finance counsel includes 59 waste-to-energy projects.
Materials Recovery and Compost Transactions. We have served as contract counsel
on 25 materials recovery facilities and 8 municipal solid waste compost projects.
Hauling and Disposal Transactions. Hawkins has negotiated 39 landfill and solid waste
hauling and disposal contracts, including 11 for the New York City Department of Sanitation
involving over 10,000 tons per day waste.
Other Solid Waste Transactions. The firm’s solid waste work has involved a wide variety
of other types of facilities as well, including refuse-derived fuel, medical waste, transfer station,
landfill, landfill gas, hazardous waste, waste tire, used paper processing, and biomass facilities.
Solid Waste Agreements. We have drafted and negotiated agreements in connection
with every type of solid waste transaction, including development, construction, turn-key,
operation, management, design-build, design-build-operate, design-build-finance-operate,
guaranty, service, lease, asset purchase and sale, franchise, concession, rail haul, barge haul,
truck haul, flow control, host community, intermunicipal, efficacy bond, letter of credit and the
full range of related municipal, corporate and project financing agreements, for both taxable and
tax-exempt solid waste projects.
Companies. Hawkins has negotiated business terms and conditions with a large number
of national and regional solid waste firms. These include:
> Allied > Minnesota Methane
> American Ref-Fuel > National Ecology
> Barlow Industries > Ogden
> Bedminister > OTVD
> BFI > Pennsylvania Power and Light
> Burr Tech > PWT
> Combustion Engineering > Republic Waste
> Covanta > Resource, Inc.
> Daneco > RRT Empire Returns
> Delta Management Group > Sims
> Eastern > South Jersey Industries
> Edco > Synagro
> Empire Landfill > Taormina Industries
> Foster Wheeler > USA Waste
> Global Recycling Solutions > Waste Industries
> Greenstar > Waste Management
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> Green Conversion Systems > Westinghouse
> GSF > Wheelabrator
> Ingenco
Conference Presentations. The firm’s public contracts and infrastructure group
partners are longstanding and regular presenters at solid waste and civil infrastructure industry
forums, including those sponsored by the:
> Bond Buyer
> Design-Build Institute of America
> International City Managers Association
> North American Development Bank
> Municipal Waste Management Associations (US Conference of Mayors)
> Solid Waste Association of North America
SOLID WASTE PROJECT MUNICIPAL CLIENTS
Public Agency Clients (Solid Waste). Hawkins’ public agency solid waste clients include
or have included:
>Connecticut Resources Recovery
Authority
>Mojave Desert JPA (CA)
>Cumberland County Improvement
Authority (NJ)
>Montreal Regional Authority (QU)
>Georgia Hazardous Waste
Management Authority
>Northeast Maryland Waste Disposal
Authority (MD)
>Jersey City Incinerator Authority (NJ) >Warren County Pollution Control
Authority (NJ)
County Clients (Solid Waste). Hawkins’ county solid waste clients include or have
included:
>Broome (NY) >Onondaga (NY)
>Burlington (NJ) >Orange (CA)
>Hawaii (HA) >Rockland (NY)
>Kauai (HA) >Sacramento (CA)
>Kern (CA) >Santa Cruz (CA)
>Madera (CA) >Somerset (NJ)
>Monmouth (NJ) >Ventura (CA)
>Montgomery (MD) >Wake (NC)
>Morris (NJ) >Westchester (NY)
City Clients (Solid Waste). Hawkins’ city solid waste clients include or have included:
>Anaheim (CA) >Los Angeles (CA)
>Fort Worth (TX) >Nashville (TN)
>Fresno (CA) >New York (NY)
>Halifax (NS) >San Diego (CA)
>Honolulu (HA) >San Juan (PR)
>Huntington (NY) >Seattle (WA)
>Islip (NY) >St. Louis (MO)
>Jacksonville (FL) >Tacoma (WA)
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Smaller Municipality Clients (Solid Waste). Hawkins’ smaller municipality solid waste
clients include or have included:
>Arecibo (PR) >Southhold (NY)
>Clarkstown (NY) >Taunton (MA)
>Islip (NY) >Thousand Oaks (CA)
>Mountain View (CA) >Tracy (CA)
>Newport Beach (CA)
SOLID WASTE MANAGEMENT LEGAL SPECIALISTS
Industry Leadership. Hawkins specializes in solid waste management legal services,
and has a substantial nationwide practice in this field. Our experience extends to recycling,
composting, co-composting, biosolids processing, bulky waste, landfill gas-to-energy, transfer
station, hazardous waste, waste-to-energy and landfill facilities, and we are familiar with the
legal, environmental, financial and vendor market factors which must be addressed in order to
implement each type of environmental facility, including environmental, health risk, energy,
contract, finance, securities, tax and litigation matters. Our central involvement in a wide range
of transactions spanning three decades also has given us the background necessary to offer
clients highly practical advice and judgment as to planning, procurement, structuring, credit,
business climate, and timeline issues. As we have consistently demonstrated, Hawkins can
contribute whatever expertise and resources are necessary for a successful project or
transaction. The firm attributes its market leadership position to a flexible, determined and
results-oriented approach grounded on a strong record of experience and achievement.
Flow Control. We have worked with solid waste flow control issues for 30 years, first
drafting extensive “regulatory” flow control statutes and ordinances, then filing amicus briefs
with the U.S. Supreme Court on behalf of 5 counties in New York, New Jersey and California in
the Carbone anti-regulatory flow control case, and finally devising valid economic, regulatory,
contract and franchise flow control programs for over a dozen clients in response to the Carbone
case. We have advised clients in connection with the ramifications of the U.S. Supreme Court
decision in United Haulers and we are actively involved with the drafting, implementation and
enforcement of waste flow control programs.
Financing Experience. Our firm has been finance counsel (bond, underwriter or bank
counsel) on 72 solid waste projects. The firm’s project finance and public finance departments
handle $20 billion in finance work annually, and we are consistently ranked among the top two
municipal bond firms in the country.
Economic Models. In our procurement practice, we work constantly with per/ton or
annual service fee forms of compensation, and the entire range of vendor compensation issues,
including whether to include certain costs as “pass-throughs”, indexed inflation structures, cost
of capital adjustments, insurance matters, and, most importantly, risk allocation related to
changes in law and uncontrollable circumstances. Hawkins seeks to assure that proposal forms
are developed which mirror the service fee section of the service contract, and allow for a common
basis of comparison among proposals. It is customary for technical/management consultants
to perform the actual price proposal and financial creditworthiness analyses when proposals are
received, and we assist substantially in this regard, including analysis and advice in the areas
of security for contract performance.
Service Contract as Security for Project Debt. Hawkins has drafted and negotiated
dozens of municipal solid waste disposal service contracts that have served as security for debt
issued by companies to build assets to provide service to municipalities. Our legal opinion as to
service contract validity is often an important part of such project revenue financings. Further,
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we are experts on how various financing possibilities are evaluated in the proposal selection
process and how they will affect the service fee.
Procurement Generally. We are nationally recognized, based on this breadth of
experience, for our expertise in vendor procurement, RFP structuring and contract negotiations
for municipal solid waste management facilities and transactions. Proposal and contract forms
and transaction concepts which we pioneered have become industry models and standards.
Approach to Procurement. In general, we believe that the Request for Proposals should
be tightly structured and detailed so as to permit pricing to a common scope of services and
contract provisions. We also advocate carrying on the competitive process, subject to the specific
requirements of applicable local procurement statutes, until the point of diminishing returns has
been reached.
Environmental Experience in Solid Waste Matters. Hawkins has reviewed the
environmental impact statements and permit applications for a considerable number of the solid
waste management projects in which we have participated and we have represented clients in
connection with the receipt of notices of violation in connection with such permits. Through this
experience we are familiar with state solid waste and environmental regulations and their
potential effect on the feasibility of MSW-based projects. More generally, we have participated
extensively in the environmental impact review and permitting process for most of the solid waste
projects on which we have worked.
Federal Tax Issues. Federal tax issues are always central to solid waste management
project development, contracting and financing. Hawkins’ 9-member tax department regularly
assists the firm’s public contracts and infrastructure group in handling federal tax issues arising
from solid waste project transactions. These include structuring the contracts to assure the tax-
exemption on the debt issued to finance the project and, where private ownership is involved,
dealing with tax law issues affecting the owner and the municipality. Our approach in private
financings includes requiring the company expressly to assume all tax-related risks, including
the risk of an adverse IRS determination as to taxpayers’ entitlement to take tax benefits; a
change in tax law that would diminish or eliminate the availability of the tax benefits; and any
inability of the taxpayer to actually use the credit. Competition can be generated on these issues.
Participation in Public Forums. We are firmly committed to the development of the
solid waste management field through education and public policy discourse, and have
sponsored and participated in seminars on legal and other topics involved in solid waste
management project implementation. The firm is a member of the Solid Waste Association of
North America (SWANA). We are currently participating in the development of a curriculum of a
one-day seminar regarding the Development of Conversion Technology Projects attendance at
which will satisfy continuing education requirements. Hawkins is a member of the United States
Conference of Mayors’ (USCM) Solid Waste Advisory Committee (SWAC) and has served as
counsel on the Advisory Board to the Executive Committee of the SWAC. We were also one of
the founding sponsors of the USCM Resource Recovery Leadership Institute (RRLI), which has
provided mayors from cities around the country with several intensive two-day seminars each
year on solid waste disposal and resource recovery matters using a curriculum which Hawkins
helped design. The firm was also a founding member of the Solid Waste Composting Council
(SWCC) and served on its regulatory and legal affairs committee. Members of the firm speak
regularly at the seminars and conferences presented by the USCM, the Solid Waste Association
of North America including WASTECON, SWANA’s North American Waste-to-Energy Conferences
and Landfill Gas Symposiums, the National Solid Waste Management Association (NSWMA), the
National Recycling Coalition (NRC), and at a variety of other municipal and professional forums
on legal, environmental and financial topics involved in solid waste disposal facility planning,
procurement, permitting and implementation. Articles authored by members of the firm on legal
and contractual issues in solid waste management have appeared in Waste Age, Resource
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Recovery, MSW Management, World Wastes and other industry journals. The firm also is
frequently requested to provide expert advice on environmental, solid waste management and
related tax issues to members of Congress, state and local elected officials and their staffs
concerning proposed legislation. Of substantial assistance to our clients and practice is an
extensive special reference library which houses the firm’s collection of precedent contracts and
offering documents from completed solid waste management transactions, as well as a full range
of industry periodicals and conference proceedings.
Implementation Record. We believe that our outstanding record of participating in
projects which have not only been negotiated and financed but have actually been constructed,
and are currently successfully operating, is attributable to our broad experience in the full
spectrum of facility development activities, including policy planning, system regionalization,
contract negotiations and project and system financings. Our combination of extensive planning,
environmental, contract and financing expertise has helped numerous clients avoid procurement
failures and successfully implement a wide range of solid waste management projects.
SOLID WASTE EXPERIENCE PROFILE
Evolution of Our Practice in Solid Waste Management Transactions. Hawkins has
been actively involved in municipal client representation on solid waste management matters
since the early 1970’s. The opportunities to provide this service to our public sector clients and
develop this practice arose from the landfill disposal crisis which began during this period and
has since continuously intensified. Our expertise quickly grew to include expertise in the fields
of waste-to-energy projects; solid waste flow control; franchising haulers; intermunicipal and
project contract negotiations; and environmental planning and permitting as they pertain to solid
waste management facilities, and soon became national in scope. Our solid waste management
attorneys, in light of the growing public policy emphasis in many states on formal and
comprehensive waste disposal planning and multiple disposal options, regularly join together to
serve the diverse planning, procurement and environmental legal needs of the firm’s clients
which often must be addressed before any particular facility or transaction can be implemented.
Similarly, as waste disposal approaches have evolved to include greater emphasis on reduction,
recycling, composting, materials processing, transfer-haul, hazardous waste management and
modernized landfills, the firm’s expertise quickly broadened to encompass these fields as well as
large waste-to-energy projects. Because a great number of these transactions have involved
facilities which serve the environmental needs of multiple jurisdictions, the firm has had an
opportunity to play a key role in structuring and drafting the basic intermunicipal and waste
supply agreements binding such communities together in a regional compact. Hawkins has also
conducted service contract negotiations with more than two dozen franchise or contract waste
haulers and, as alternatives to landfilling and ocean dumping of sewage sludge have been
increasingly pursued, has conducted sludge disposal services privatization procurements and
contract negotiations. In the 1990’s, as environmental concerns rose in importance worldwide,
the firm extended its practice in this field to include several overseas sovereign, provincial and
municipal clients undertaking privatized waste management projects with international
consortia. With the growing interest in contracting out on a privatized basis the operation,
expansion and upgrading of municipal water and wastewater treatment facilities, the firm has
expanded its environmental facilities procurement and contract negotiation practice to include
municipal representation in public-private partnerships and alternative project delivery
transactions in the water and wastewater sectors. Hawkins has, in fact, now served as special
counsel to municipalities on over 80 water and wastewater sector design-build, design-build-
operate and asset management contracts.
Breadth of Services and Resources. The firm’s attorneys have been involved in solid
waste management project and transaction development at all stages, including planning
reviews; preparation of environmental and health impact statements; legal and implementation
studies culminating in requests for qualifications and requests for proposals; negotiations with
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system vendors, municipal system participants, franchise haulers and energy and materials
customers; negotiations with state governments for construction assistance grants; contract
drafting, review and administration; drafts of plans of financing and legislation; reports to rating
agencies and bank management as to credit and feasibility issues; analyses for state and local
government as to public policy issues; and all documentation associated with construction,
operation and service arrangements and securities offerings. The firm also has extensive
experience in seeking judicial enforcement of executed construction and service contracts, and
in effectuating the sale of ownership of constructed waste disposal projects in leveraged lease
transactions.
Cooperation with Other Participants. The firm makes a special effort, in representing
our clients, to establish a cooperative atmosphere among all project participants. We recognize
that environmental facilities are built ultimately on a consensus between the public and private
sectors and their professional representatives. It is our view that staff or local outside counsel
to issuers and municipalities play a key role in the progress of any solid waste management
matter, and we continually seek to assist such counsel and to devise a suitable division of
responsibility. The firm has excellent working relationships with the major consulting
engineering, financial advisory and underwriting firms currently active in the field.
International Experience. Hawkins’ domestic practice in the development and
privatization of environmental facilities and services also includes the international arena. We
have represented municipal government in major contract procurements and concessions for
resource recovery facilities in Halifax, Nova Scotia and metropolitan Montreal, Canada; compost
facilities in Riyadh, Saudi Arabia; and franchise waste haulage contracts in Buenos Aires,
Argentina. In Puerto Rico and the Virgin Islands, the firm also has extensive experience in solid
waste system development, intermunicipal contracts and facility procurements and contract
negotiations. Our domestic and international practices enhance each other, and heighten the
level and quality of experience the firm is able to offer its clients wherever located.
CONVERSION TECHNOLOGY
Performance Risk. The Municipal Solid Waste conversion technologies, including
gasification, anaerobic digestion and others, each present performance risk. In structuring a
conversion technology transaction, care must be taken to assure that the contractor assumes
the cost and risk of:
> Commercial research and development;
> Technology scale-up;
> Permitting and environmental impact review;
> Successful completion of construction and passage of a rigorous
acceptance test;
> Long term compliance with throughput, conversion efficiency, residuals,
and any pollution guarantees;
> Capital maintenance.
We have met these challenges on a large number of similar projects, including a major, innovative
refuse-derived fuel project for the State of Connecticut.
Industry Considerations. Municipal solid waste and biosolids conversion technology
holds great promise for development in the United States. This promise is reflected in the goals
often adopted by municipalities for projects of this nature. These include increased MSW and
biosolids diversion from landfills, reduced greenhouse gas emissions, green energy and fuel
production, and long term viability. At the same time, with few or no installations of any
significant size in this country, a number of industry considerations come into play. These
include:
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> The sufficiency of the credit strength of the potential proponents to
guarantee a design-build-operate contract;
> The large number of potential entrants;
> The lack of a significant U.S. presence; and
> The challenges of successfully privately financing the project.
Private Project Financing. The private project financing approach (DBFOM or P3) has
been taken in many waste-to-energy projects, particularly where the technology is proprietary
and not fully proven on a commercial scale. Private financing effectively transfers the critical
“completion risk” to the project company and its lenders. If the project doesn’t work as intended,
the municipal governments have no debt, and the project company must clear the site. We would
note, though, that in our experience, private project financing adds a great deal of time, cost and
complexity to the transaction. This is because no corporation will put such debt on its balance
sheet, and the transaction must therefore be a “project financing”, secured by the project service
agreement and non-recourse to either the sponsoring corporation or to the local governments.
The structure becomes even more complex if third-party investors, rather than the sponsoring
corporation, invest the equity required by the project lenders.
Private or Public Ownership? Ordinarily, private financing of an asset goes along with
private ownership of that asset. The private owner builds and owns the conversion project on
land leased from the public agency, and borrows construction funds secured by a leasehold
mortgage and the project service agreement. This allows the private firm to take depreciation
deductions on the project, and requires the firm to own the residual value of the project when
the project service agreement expires. If the public agency wishes to purchase the project or
continue the service at that time, it has to pay fair market value. It is important for public
agencies to appreciate, however, that it is possible to have private financing coupled with public
ownership. This approach, in fact, characterizes most of the P3 projects done in the U.S. and
internationally. Governments often choose public ownership with private financing because they
don’t wish to give up the project’s residual value at the end of the project term. There are
numerous considerations regarding this issue that should be explored as structuring choices are
made.
Taxable or Tax Exempt? Private financing ordinarily entails taxable (higher cost) debt.
In the solid waste area, though, tax-exempt financing is available if (1) “private activity bond
volume cap” is obtained from the state, even if the project is privately owned, or (2) the project is
publicly owned but privately financed, the government owns the residual value, the company
doesn’t take depreciation deductions, and the contract term does not exceed 20 years. Hawkins’
lawyers are national experts on these issues and will work with you to secure lower-cost tax
exempt financing for this project if feasible.
Private Financing of Public Infrastructure Experience. Our firm is an industry leader
on all of these critical, interrelated ownership, tax and structuring issues. Our experience also
encompasses a broad range of DBFO and design-build-finance-own-operate projects nationally,
including projects for San Juan Capistrano (desalination); Sacramento County Regional
Sanitation District (biosolids pelletization); Massachusetts Water Resources Authority (biosolids
pelletization); Cranston, Rhode Island (wastewater treatment); and a large number of solid waste
resource recovery projects (including Montgomery County, Maryland; Huntington, New York;
Onondaga County, New York; and Springfield, Massachusetts).
RESOURCE RECOVERY PROJECTS
Trends in Resource Recovery Projects. Although solid waste conversion technology
projects differ fundamentally from mass-burn waste-to-energy or resource recovery projects in
the way energy is extracted from municipal solid waste, they share many similarities. These
include the large utility scale of the project, waste receiving and handling, residuals disposal and
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pollution control, as well as energy recovery. In the 1970s, 1980s and 1990s we worked on
several dozen waste-to-energy projects as procurement, contract, or finance counsel. Following
the decline in new WTE project development in the U.S. in the mid-1990s, we assisted many of
the existing project sponsors (all public entities) in contract administration matters as well as
with the plant retrofit issues. Equally important, during that time, we continued to develop the
procurement and contract concepts that were the basis of those early projects, in the
development of over 100 new municipal utility projects in the solid waste, renewable energy,
water, wastewater, and residuals management sectors. We continue to be on the front lines as
communities around the country are once again seeking to develop long-term, sustainable,
environmentally sound waste disposal with the benefit of energy production by using waste
conversion technologies.
Overall Resource Recovery Project Record. As noted above, Hawkins has served as
contract and finance counsel on 59 waste-to-energy projects over 3 decades. Four transaction
partners, and two tax partners, each have more than 20 years of experience in procuring and
negotiating waste-to-energy contracts on behalf of state and local governments in the United
States. These resource recovery projects have involved contract terms exceeding 1,000 years,
over 56,000 TPD in disposal capacity, and contract value in excess of $23 billion.
Built and Currently Operating Plants. Resource recovery plants on which Hawkins
served as solid waste counsel and that are built and currently operating include:
>Babylon (NY) > Marion County (OR)
>Biddeford (ME) > Mid-Connecticut (CT)
>Bridgeport (CT) > Montgomery County (MD)
>Bristol (CT) > Niagara County (NY)
>Dutchess County (NY) > Pittsfield (MA)
>Hempstead (NY) > Springfield (MA)
>Honolulu (HA) > Tulsa (OK)
>Huntington (NY) > Union County (NJ)
>Islip (NY) > Wallingford (CT)
>Lawrence-Haverhill (MA) > Westchester County (NY)
Deferred Projects. Hawkins also represented a number of major state and local
governments as special counsel on waste-to-energy projects that were successfully procured and
contracted for, but were deferred and never built for various public policy reasons. These
include:
>Bergen County (NJ) > Montreal (QU)
>Broome County (NY) > New York (NY)
>Halifax (NS) > San Juan (PR)
>Los Angeles (CA) > St. Louis (MO)
>Monmouth County (NJ)
PLANNING AND PROCUREMENT
Developing Solid Waste Management Plans. As government today seeks to carry out
its responsibility for conducting or sponsoring municipal solid waste management programs,
there is increasing emphasis on preparing and updating written solid waste management plans.
Often these plans, particularly in the waste disposal area, are given the force of law by statute.
This is the case, for example, in New Jersey. Hawkins has been involved, through retainer or
informal consultation, in waste management planning for the States of California, Connecticut,
Georgia, Maine, Missouri, Hawaii, New Jersey and New York and the Commonwealth of Puerto
Rico. Through our work with clients responsible for state plan implementation at the local level,
we have commented on and participated in the formulation of numerous city and county solid
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waste management plans and their integration with generic or programmatic solid waste disposal
environmental impact statements. We currently are or have previously been engaged specifically
to provide legal assistance in developing the solid waste management plans for New York City,
Somerset, Bergen and Monmouth Counties, New Jersey, Rockland County, New York and the
Arecibo, Puerto Rico region.
Private Hauler Franchise Agreements and Disposal Agreements. The firm
represented the City of Anaheim, California in connection with the renegotiation and
restructuring of its private hauler franchise agreements with Taormina Industries, and has
worked extensively with Orange County, California and San Diego County, California in reviewing
and modifying franchise agreements between the counties and cities and their private franchise
haulers. Hawkins advised both counties on franchise negotiations with haulers serving county
unincorporated areas. In Thousand Oaks, California, the firm represented Ventura County in
renegotiating medium term franchises with three haulers, each serving a separate county
collection district. We also advised Mountain View, California in a franchise renegotiation with
its private hauler. As special counsel to Morris County, New Jersey, Hawkins assisted in
renegotiating the settlement agreement governing its relationship with the private company
holding the franchise for Morris County waste disposal. The firm also drafted a franchise flow
control ordinance for the County of Jacksonville, Florida, in anticipation of negotiating franchise
agreements with the commercial haulers in the County. Similar services were performed for the
City of Newport Beach, California and Santa Cruz County, California. We also represented the
Municipality of Arecibo, Puerto Rico in negotiating a medium term waste collection agreement
with BFI.
Waste Assembly, Regional Systems and Flow Control. The projects on which the firm
has worked involve an array of approaches to the problem of assembling a sufficient supply of
waste for an economical disposal plant. Projects such as New York City, Los Angeles, San Diego,
Sacramento, Monmouth, St. Louis, San Juan, and Tulsa have all involved one political
jurisdiction executing a single service agreement. Others have involved a single service
agreement executed by a political jurisdiction which overlaps several municipalities, such as the
county and town projects for Stanislaus, Hempstead-II, Babylon, Islip, Dutchess, Westchester,
Marion and Niagara. Still others involved multiple service contracts, joint powers agreements,
or waste supply agreements with large numbers of communities, such as the projects in Hartford
(44), Bristol (6), Wallingford (4), Bridgeport (9), Southeastern Connecticut (11), Springfield (4),
Biddeford (10), Onondaga County (33), Montreal (26) and Halifax (4), which are most difficult to
effectuate due to the evident proliferation of negotiations. The firm in each of these transactions
helped forge a consensus to participate among the regional municipalities, and prepared and
negotiated the intermunicipal service contracts required to effectuate and finance the
transactions. The firm advised Orange County, California and its county/city managers waste
management committee in developing, negotiating and drafting waste supply and rate
stabilization agreements among the County and its 31 cities to secure the long -term disposal
capacity and economic operation of the County’s 15,000 TPD landfill system. The firm was also
engaged in a similar waste assembly and flow control contract review for the 5000 TPD 18-city
San Diego County, California landfill system. Hawkins is familiar with typical garbage collection
practices, including private hauler, municipal hauler, municipal contract haulers, franchise
hauler and public drop-off, and the regulatory measures required to ensure the flow of waste to
solid waste management and resource recovery facilities. As special counsel to Santa Cruz
County, California, the firm advised the County and two cities on waste flow control and joint
exercise of powers issues in structuring a regional disposal system. We have drafted, proposed
and reviewed state legislation in numerous jurisdictions enabling local government to enact local
flow control laws without risk of anti-trust enforcement, and we have drafted or reviewed local
implementing legislation effectuating flow control for most of the projects on which we have
worked. The firm also has helped effectuate projects such as those for Montgomery County,
Maryland; Rockland County, New York; Union County, New Jersey; and Biddeford, Maine, which
relied on economic rather than legal flow control for waste supply. The firm actively advises all
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of its clients, and the United States Conference of Mayors, on the impact of federal court decision-
making on interstate commerce cases affecting waste disposal, and has crafted various
“generator fee” charging programs which lower tipping fees to levels sufficient to attract
commercially generated, privately hauled waste on an economic, rather than legal, flow control
basis. The firm filed two amicus briefs with the United States Supreme Court on behalf of five
municipal clients in connection with the 1994 Clarkstown flow control case dealing with
interstate commerce issues, is actively counseling its clients on compliance strategies in light of
the Court’s decision, and represented Bergen County, New Jersey and Onondaga County, New
York in litigation challenging their flow control programs. Hawkins’ position in these briefs was
essentially embraced by the United States Supreme Court in the 2007 Oneida Herkimer case,
sustaining regulatory flow control to governmentally owned and sponsored solid waste facilities.
Materials Recovery Facilities. Recycling is now widely accepted as a primary goal in
waste disposal planning, and Hawkins is at the forefront of municipal efforts to successfully
effectuate recycling on a commercial scale through the construction of materials recovery
facilities receiving and processing curbside-separated recyclables. The firm completed the legal
procurement work and successful contract negotiations on a materials recovery facility for
Monroe County, New York now in operation and performed similar services for a recycling facility
in Huntington, New York which was to be fully integrated with a resource recovery facility on an
operational basis. Hawkins served as special counsel to Somerset County, New Jersey in
connection with the acquisition of a 750 TPD transfer station from a private owner, the
construction and operation of materials recovery and mixed waste processing capacity, and the
long haul disposal of process residue. We also served as underwriter’s counsel in the proposed
financing of the 500 TPD R2B2 private merchant recycling facility in the Bronx, NY. The firm
served as bond counsel on two regional materials recovery facilities now operational for the
Connecticut Resources Recovery Authority, serving the Mid-Connecticut and Bridgeport,
Connecticut areas, and as bond and underwriter’s counsel on a materials recovery facility
proposed to serve the Stratford, Connecticut area. We also provided advice as contract counsel
to the Island of Montreal regional governments on their proposed 200 TPD materials recovery
facility. The firm, serving as bank or underwriter’s counsel, has participated in financings for
several newsprint and corrugated recycling and re-manufacturing plants, including newsprint
de-inking plants in Washington and Alabama and a linerboard plant in Connecticut. The firm
represented Rockland County, New York and Santa Cruz County, California in successfully
completed materials recovery facility procurements. Recycling is being implemented in most of
the projects in which we are active and, through advice on flow control, financing and
implementation matters, the firm has helped structure several recycling programs which have
been successfully combined with resource recovery plants. Legislation authored by Hawkins
granting flow control power to local government, but preserving private recycling and protecting
scrap dealers, became the model in New York State. The firm supports recycling directly through
its own office paper recycling program developed in conjunction with the New York City
Department of Sanitation.
Mixed Waste Processing. Sometimes called “intermediate processing facilities” or “dirty
MRF’s” to distinguish them from “clean MRF’s” processing curbside separated recyclables, mixed
waste processing facilities have also been studied, procured and contracted for by municipal
government. Hawkins served as special contract negotiating counsel representing municipalities
in three major mixed waste processing facilities that have drawn national interest. The 1700
TPD Monmouth County, New Jersey mixed waste processing facility was designed with three 600
TPD lines serving as a “front-end” processing system to remove contaminants and additional
recyclables remaining in the waste stream after source separation removes clean recyclables at
curbside, all before the remaining waste is combusted in a resource recovery facility. A contract
for this facility was successfully negotiated and executed with Westinghouse Electric
Corporation. In San Diego, California, the firm served as special contract negotiating counsel
and bond counsel in negotiations with Daneco, Inc., the selected vendor for a 1000 TPD mixed
waste processing and composting facility. The facility was planned to process commercial and
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residential waste streams separately and extract numerous classes of recyclables to assist the
County in reaching waste diversion goals mandated by California law. We represented
Sacramento, California as special contract negotiation counsel in conducting negotiations with
BFI for a 2200 TPD mixed waste processing, clean materials recovery, leaf and yard waste
compost and household hazardous waste facility. In each case the firm played a key role in
structuring the RFP, drafting proposal and guarantee forms, and drafting and negotiating vendor
contracts. Hawkins also served as special contract counsel in the conceptualization and
development of the proposed 750 TPD Oxnard mixed commercial waste processing
facility/transfer station developed by the Ventura Regional Sanitation Districts; the 500 TPD
mixed waste processing facility built for the Mojave Desert and Mountain Regional Solid Waste
Joint Powers Authority; and a mixed waste processing facility to serve Riyadh, Saudi Arabia. The
firm also represented Monmouth County, New Jersey in connection with a mixed waste
processing and baling facility procurement. Work with these clients has enabled us to develop
new types of performance guarantee structures appropriate to mixed waste processing
technologies.
MSW Composting. Municipal solid waste composting has also been seriously evaluated
by several communities, either as a form of recycling where compost markets can be expected to
be developed, or as a means of lessening the toxicity and reducing the volume of compostable
wastes prior to landfilling. Sewage sludge co-composting has also gained popularity as a
management tool in light of higher costs of hauling and landspreading and increasing public
opposition to sludge incineration. Hawkins has represented municipal government as special
contract counsel in several major compost facility procurements. These include procurements
for the City of San Diego, California (1000 TPD); the City of Fresno, California (900 TPD);
Burlington County, New Jersey (300 TPD); and Rockland County, New York (150 TPD). The San
Diego project involved materials recovery from mixed MSW, and co-composting with sewage
sludge. In Fresno, the firm conducted simultaneous competitive negotiations with Bedminster
and PWT Waste Solutions (Thames) on a mixed MSW and sludge co-compost facility. The
Burlington and Rockland projects involve the composting of sludge and yard waste, with the
possible future addition of low grade paper and commercial food waste. Competitive proposal
processes were conducted for both of these projects which were successfully built and are now
operating. A similar project of 200 TPD was undertaken in Santa Cruz County, where the firm
also served as special contract and finance counsel. The firm has also served as contract counsel
for projects in Southold, New York (150 TPD), Monroe County, New York (300 TPD) and Riyadh,
Saudi Arabia, on which substantial procurement and contract negotiation work had been
completed prior to a decision to defer the project. The Monroe project consisted of converting an
obsolete solid waste management facility into a compost feedstock production facility, and
constructing a compost production facility for the feedstock on a separate site. Hawkins also
represented the underwriter in a 500 TPD intensive recycling and MSW composting project for
several East End towns on Long Island, New York, and played a key role in helping structure the
intermunicipal construction and operation contracts securing the financing. In Springfield,
Missouri, the firm served as special flow control counsel in connection with a proposed 600 TPD
Daneco recycling and MSW composting plant. The procurement processes in these transactions,
which the firm played a key role in developing, demonstrated the viability of adapting many of
the approaches, strategies and proposal and contract forms commonly applied in full service
vendor resource recovery procurements to the MSW composting and recycling arenas, with
appropriate adjustments to account for generally weaker vendor credit, the importance of waste
composition issues, the absence of long-term product sale contracts and similar factors
characterizing this emerging segment of the waste disposal industry. The firm’s MSW
composting facility procurement experience gives it a working familiarity with the vendors, and
with the technologies which have been offered, over many years in this market, including
Bedminster, IPS (Wheelabrator), PWT (Thames Water), BFI, Daneco, Waste Management, OTVD,
and Buehler. As a part of these engagements, the firm has worked with state regulators to
develop appropriate guidelines for compost quality and marketing which are central to assuring
success for the business of MSW composting.
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Environmental Aspects of Waste Management. The firm has played active
environmental roles in the Los Angeles and San Diego, California; Southold, Huntington,
Rockland County, Onondaga County and Broome County, New York; Monmouth County, New
Jersey; and several Connecticut Resource Recovery Authority projects, involving regular contact
with state regulatory officials and responsibility for evaluation of procedures undertaken by
clients in compliance with environmental review and permitting processes. The predominance
of environmental issues in virtually all of the solid and hazardous waste transactions in which
we are engaged has allowed us to develop expertise in the environmental law of several states,
and the contractual and financing implications of environmental law compliance. This familiarity
extends not only to conventional environmental impact statement, health risk assessment,
technology assessment, and construction and operating permit issues, but to hazardous waste
mitigation and liability matters under the Comprehensive Environmental Response,
Compensation, and Liability Act (“CERCLA” or “Superfund”), the Resource Conservation and
Recovery Act (“RCRA”) and their state analogs. In the Huntington and Babylon, New York
projects, we were centrally involved in the development of resource recovery plants on the sites
of publicly owned landfills designated as active hazardous waste sites, requiring extensive
remedial investigation and feasibility study work in conjunction with a closure plan. In the
Rockland County, New York project, we developed fresh approaches to the problem of folding
existing town transfer stations, constructed at town landfills that required potentially extensive
remediation, into the County’s solid waste management plan. The firm represented Onondaga
County, New York, as special litigation counsel, in an investigation of possible permit violations
by the private operator of the County’s sewage disposal plant.
Resource Recovery Technology. Many of the successfully financed projects under
construction or in operation in which we have participated used mass burn technology. The
demise of the Baltimore-I, Milwaukee, Monroe County, Bridgeport-I, Hempstead-I and other
projects dating from the 1970’s involving experimentation, research and development has served
to illustrate the hazards of contracting for unproven technology. Our familiarity with these
technologies, their operating results, and the physical operating systems have been important in
contract negotiations and drafting and in assisting the preparation of project feasibility reports.
We have worked on projects ranging from 240 TPD to 3,000 TPD and are familiar with the varying
requirements for developing small, medium and large scale facilities. The firm has also served
on projects employing more advanced versions of refuse-derived-fuel technology, such as those
for Hartford, Connecticut (Asea Brown Boveri), Honolulu, Hawaii (Asea Brown Boveri), and
Biddeford, Maine (General Electric). Hawkins has participated as underwriter’s counsel or bond
counsel on several special waste combustion facilities, including a major tire burning facility in
Sterling, Connecticut and a large biomass combustion facility in Imperial County, California.
Waste-to-Energy Contractors. The firm has negotiated with and worked on projects
involving all of the major waste-to-energy system contractors. These include Wheelabrator,
Waste Management (Montenay), and Covanta (formerly Ogden, and now including American
REF-FUEL and ABB), as well as system vendors who have left the business such as Foster-
Wheeler, Fluor, General Electric, Dravo, Riley, Blount, UOP, Consummat and Vicon. This has
given us a thorough familiarity with a wide range of vendor negotiating styles, issue sensitivities,
bidding patterns, contract forms, parent company support approaches, market trends and
industry personnel. As discussed earlier, we do not accept engagements from any private sector
vendor regularly submitting competitive proposals for solid waste management, whether for
sludge processing, waste-to-energy, composting, recycling or mixed waste processing facilities,
and thus are never subject to potential conflicts of interest in any procurement or contract
negotiation process. Hawkins’ working professional relationships with the waste processing
companies with which we have negotiated, however, are a valuable asset in project development.
We believe that we are unique in our ability to successfully negotiate and close negotiations with
such vendors and their counsel, primarily because we understand their business and their needs
and can accurately reflect and anticipate the solution to many of the difficult issues that arise in
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contract negotiations and project financing while at the same time forcefully representing and
advocating the views and needs of our municipal client.
Landfill Disposal. The firm has extensive experience in financing transfer stations and
in structuring competitive procurements and negotiating contracts with private and public
operators for landfill disposal of municipal solid waste, bypass waste and ash residue. Hawkins
has also been active, as special counsel or as underwriter’s counsel, in financing and contracting
for landfills in Adirondack County, New York; Onondaga County, New York; Ulster County, New
York; North Hempstead, New York; Smithtown, New York; Somerset County, New Jersey; Orange
County, California; San Diego County, California; Kern County, California; and Sacramento
County, California. The firm has been actively involved as well in the legal aspects of landfill
selection, siting, development, financing and environmental compliance for the statewide CRRA
landfill program in Connecticut.
Transfer Stations and Rail and Truck Long Haul. Hawkins has contributed to several
legal, contract and financial analyses of the feasibility of rail and truck long haul to remote
disposal sites as a primary disposal option for both raw waste and ash. Hawkins represents New
York City as procurement, contract and finance counsel for 11 major projects involved in its
massive barge-to-rail waste export program. We also successfully drafted and negotiated a waste
hauling service contract for the Metropolitan Government of Nashville and Davidson County. As
transaction counsel to Montgomery County, Maryland, the firm was a principal negotiator with
a major railroad for long-term ash and waste shuttle hauling service. Hawkins was centrally
involved in representing the Town of Huntington in negotiating the landfill disposal contract for
truck-hauled ash from Long Island to the Buffalo, New York and northeastern Pennsylvania
areas. The firm also represented the Town of Clarkstown, New York in the procurement and
negotiation of a transfer station and long haul MSW disposal services and served as underwriter’s
counsel on a similar transaction for North Hempstead, New York. Transfer station contract
negotiations and financings have been a central facet of the firm’s representation of a large
number of municipal clients in waste disposal transactions, including all of the CRRA projects;
Sacramento, California; and Somerset, Morris, Union and Bergen Counties, New Jersey. The
firm also counseled Orange County, California in connection with a procurement for the long
haul importation of waste to help stabilize tipping fees at the Orange County landfill system
during the recession of the early 1990’s.
Hazardous Waste Disposal. The firm has served the State of Georgia and the Georgia
Hazardous Waste Management Authority as procurement, contract negotiating and
environmental counsel in the development of a hazardous waste facility to serve generators in
the state. The facility was to contain combustion, solidification, drum management, aqueous
waste treatment and final storage facilities for hazardous waste, and to constitute the key
element of Georgia’s federally required hazardous waste capacity assurance plan. Hawkins has
also participated in the privatization of household hazardous waste disposal service through its
work on proposed facilities in New Haven, Connecticut; Rockland County, New York; and
Sacramento, California.
Medical Waste Facilities. Hawkins served as bond counsel and helped structure the
security for a private medical waste incinerator in the Bronx, New York, and for upgrades to a
hospital medical waste incinerator in Rockland County, New York. The firm also advised the
Greater New York Hospital Association in its deferred privatized medical waste incinerator in
Brooklyn.
Host Community Considerations. Hawkins has helped to structure numerous host
community contracts to facilitate the siting of waste disposal facilities. The firm is familiar with
and has helped to create a wide variety of arrangements for host community compensation,
payments-in-lieu-of-taxes, financing additional infrastructure improvements, inspection rights,
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environmental monitoring, performance reporting, facility access and egress and similar matters
normally of concern to host communities.
Merchant Plants. The firm has substantial experience with merchant waste-to-energy
plants, or plants which are essentially privately sponsored and rely heavily on economic flow
control rather than legal flow control or long -term contracts to assure waste supply. Hawkins
was centrally involved in structuring and negotiating such a transaction in the East-Central
Connecticut project (Ogden) and in financing a similar transaction in Biddeford, Maine (GE-KTI).
Tax Law Bearing Upon Project Ownership. The tax department of the firm has
developed special expertise in federal tax law as it relates to privately owned solid waste
management. This involves considerations of ownership as they bear upon risk assumption and
service provisions in municipal disposal agreements. Our services to the New York City, San
Juan, Los Angeles, Huntington, Bridgeport, Wallingford, Broome County, Eastern Central
Connecticut and Southeastern Connecticut projects included special tax counsel representation
in evaluating and negotiating proposals for the tax ownership of the project by a private vendor,
addressing such matters as the level of the investment tax credit, cost recovery deductions and
other tax benefits to be shared through equity contributions, private ownership transition rules,
tax indemnification, allowing for the possibility of third-party ownership of the facility through a
leveraged lease, and the terms of service renewal and disposition of the facility at the end of the
term of the contract. We are familiar with the legal and market requirements of third-party
leveraged lease ownership of resource recovery plants, having worked as bond counsel on the
first such transaction (Niagara County - Hooker Chemical) as well as on the leveraged lease sale
of the Tulsa project (Ogden) in the capacity of special tax counsel to the financial advisors and
on the Bridgeport project (Wheelabrator) in the capacity of contract advisor and bond counsel.
In addition, leveraged leasing has been specifically anticipated in the New York City, Huntington,
Broome County, San Juan and Southeastern Connecticut financing and service agreements
which the firm negotiated and drafted. Hawkins was directly involved on behalf of New York City
in the Treasury Department’s formulation of the solid waste exceptions to the municipal leasing
rules included in the Tax Reform Act of 1986.
Other Considerations Affecting Ownership. The firm regularly counsels its clients on
all aspects of the facility ownership decision, including requirements necessary to obtain the
exemption from the private activity bond volume cap limitations of the Internal Revenue Code
available for publicly owned projects. Hawkins has helped structure the ownership
arrangements for numerous publicly as well as privately owned facilities. We have also crafted
innovative ownership structures such as that for the Sacramento project, which involved private
facility siting, design, permitting, construction financing, construction and acceptance testing;
purchase and ownership by the County upon completion; and private long-term operation.
Drafting Legislation. Where appropriate, the firm has assisted its clients by drafting
legislation to address gaps and limitations in state legal authority necessary for solid waste
management project implementation. Hawkins has drafted statutes involving the creation of
solid waste management authorities and agencies (Connecticut and New York), modification of
public bidding requirements for facility procurement (New York), authorization to impose,
segregate and pledge real property taxes to support municipal service payments (Puerto Rico),
the power to contract for disposal service on a long-term basis (New York and Puerto Rico), waste
flow control laws and ordinances (New York, Florida and California), and refuse district formation
legislation and ordinances (New York).
Long-Term Commitment. Pitfalls and unanticipated delays in the solid waste
management project development process are legion. In its experience over the years, Hawkins
has shown that persistence is an absolute prerequisite for success. Work in developing the Mid-
Connecticut (Hartford) project, which is operational, spanned 8 years. As contract advisor and
bond counsel to the Connecticut Resources Recovery Authority, the firm worked closely with the
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CRRA, the regional metropolitan sewage district commission, Northeast Utilities and 44 area
towns to structure the financing and contractual arrangements necessary to support a publicly
owned 2000 TPD plant. Westchester County’s 2000 TPD project, also operational, consumed
nearly 10 years in the development stage. Hawkins actively counseled the County as bond
counsel on contract negotiations and appropriate financial structures and worked closely with
the County legislature and participating communities in helping to establish a public policy
consensus for the facility. Our record of success in having represented municipal government
in a central role in the development of several dozen solid waste management projects that are
now actually operating successfully is the best evidence of our ability to get the job done no
matter what the obstacles.
NEGOTIATION
Procurement. Hawkins regards the proper structuring of the procurement process as
central to a successful solid waste management project. We played a key role in developing the
1980 Request for Proposals for New York City’s Brooklyn Navy Yard project, for which the service
agreement was executed in 1985. This RFP became a model in the industry, pioneering the
formula service fee concept and precise bid forms tightly correlated to detailed contract
principles. The preferred public sector risk posture has to be highly developed so as to permit
definitive vendor pricing. Elements of cost are bid, but the municipal sponsor projects the actual
service fee based on its own assumptions as to inflation, energy prices and interest rates. This
process of contract negotiation through procurement avoids the cost, but yields the essential
benefits, of simultaneous contract negotiations. Contract documents are developed with less
time, expense and confusion. In succeeding projects where we were engaged to provide contract
counsel and advice, including Bridgeport-II, Babylon, San Juan, Huntington, Broome County,
Eastern-Central Connecticut, Onondaga County, Montgomery County (MD), Monmouth County,
San Diego and Sacramento, we have refined this strategy and expedited the procurements. The
firm has negotiated solid waste management service agreements in as short a period as six weeks,
where the time was critical.
Adaptability. The volatility of solid waste management procurements is attributable as
much to a lack of consensus within vendor organizations as it is to disagreement within public
bodies. The Springfield, Massachusetts project was nearly scuttled by a vendor withdrawal after
service contracts had been fully negotiated. Fluor Corporation, the replacement vendor, was
brought in and, with Hawkins’ active assistance as underwriter’s counsel, executed similar
agreements and a guarantee in support of the revenue bond issue. The original Westchester
County vendor, UOP Inc., was terminated after protracted negotiations failed to protect the
County against certain tax law and other risks identified by the firm. We assisted the County in
the rapid transition to successfully concluded contracts with Wheelabrator. In the Huntington,
New York resource recovery project, Combustion Engineering had been selected as project vendor
and contracts were executed when company management began to entertain doubts about CE’s
presence in the business. As contract counsel to Huntington, we successfully effectuated the
assumption of the contract by Ogden through a stock acquisition, and helped keep Huntington
in a no-loss position, avoiding costly litigation.
Rendering Legal Opinions on Service Agreements. Opinions confirming the valid,
binding and enforceable nature of the construction, service and any intermunicipal agreements
are customarily rendered in solid waste management financing transactions. Hawkins has
rendered such opinions in nearly all of the cases in which it has served as contract counsel or
bond counsel. We are therefore thoroughly conversant in matters of state law pertaining to
contract enforceability, including particularly the “service contract doctrine”. In many states,
this doctrine precludes municipal service payments if service is not actually received, since such
payments would be tantamount to unauthorized debt. This background enables us to help
structure and draft service agreements which will withstand market and judicial scrutiny.
PART 5
SOLID WASTE MANAGEMENT PROJECT PROFILES –
OWNER’S LEAD COUNSEL
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PART 5
SOLID WASTE MANAGEMENT PROJECT PROFILES –
OWNER’S LEAD COUNSEL
Hawkins has served as lead counsel to the municipal utility in over 150 municipal solid
waste project procurements. These include DB, DBO, DBFO, P3, contract operations,
concessions, franchise, flow control and long-haul and disposal projects. Brief profiles of selected
transactions are provided below.
RESOURCE RECOVERY AND
ALTERNATIVE TECHNOLOGY PROJECTS
Montgomery County, Maryland (Resource Recovery and Rail Haul Project). Hawkins
represented Montgomery County as special contract counsel in the development and
implementation of the County’s 2,000 TPD waste-to-energy plant. Our services included
procurement, drafting and negotiation of the design-build-operate contract for the disposal
facility, and contract negotiations with the governmental agency that provided financing for the
project (Northeast Maryland Waste Disposal Authority) and CSX, the railroad company hauling
ash to ash disposal site. Private Contractor: Covanta.
Onondaga County, New York (Intermunicipal Solid Waste Management Plan and
Resource Recovery Projects). Hawkins represented the Onondaga County Resources Recovery
Authority in the successful development and implementation of its county-wide solid waste
disposal system. Our services included procurement and contract work on interim hauling and
disposal agreements, intermunicipal agreements with more than 20 communities to assure solid
waste flow control to the system, ash disposal agreements, the design-build-finance-operate solid
waste disposal service contract under which a 1,500 TPD waste-to-energy plant was constructed,
and the power sale agreement with the local utility for the use of the electricity produced by the
plant. Private Contractor: Covanta.
Huntington, New York (Resource Recovery Project). Hawkins served as lead municipal
legal advisor in the successful procurement of a 1,000 TPD waste-to-energy project for the Town
of Huntington . The 20-year DBFO service contract provided for private ownership and the
leverage leasing of the project to reduce the Town’s service fee. We also assisted with negotiation
of the power purchase contract with Long Island Lighting Company, and major grant from the
State of New York under the environmental quality bond act program to help offset plant
construction costs. Private Contractor: Combustion Engineering/Covanta.
Westchester County, New York (Resource Recovery Project). The Westchester County
project was the first large-scale (2,000 TPD) resource recovery project in New York State. Our
firm served as lead counsel for the county in the financing and procurement, drafting and
negotiating the DBFO service contract with the project company, the related power purchase
agreements, and the financing and securities disclosure agreements supporting the private
owners; project financing. Private Contractor: Wheelabrator.
Lacrosse County, Wisconsin (Refuse-Derived Fuel Project). Hawkins served as lead
negotiation counsel for Lacrosse County in connection with the Clean Air Act retrofit and long-
term extension of an existing privately owned refuse-derived fuel project. The contract addressed
complex waste commitments and processing and ash disposal responsibilities.
Connecticut Resources Recovery Authority (Resource Recovery Projects). Hawkins
served for 20 years as the principal counsel to the Connecticut Resources Recovery Authority.
The CRRA is the public authority responsible in Connecticut for implementing solid waste
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management projects on behalf of the State’s 169 municipalities. Our team assisted in drafting
the CRRA’s enabling legislation and was the key legal strategist in conceptualizing and
structuring the CRRA’s statewide system of regional solid waste management projects. These
projects include waste-to-energy, recycling, transfer station and landfill facilities providing for
the management and disposal of most of the municipal solid waste generated in Connecticut. In
our capacities both as contract and finance counsel, Hawkins was instrumental in the successful
implementation of major resource recovery projects including:
Hartford Project. A 2,000 TPD refuse derived-fuel plant serving 44 municipalities
in the Hartford region, with power sold to Connecticut Light and Power.
Bridgeport Project. An 1,800 TPD mass burn waste-to-energy project for the
disposal of waste from Bridgeport and eight neighboring towns, with power sold to United
Illuminating.
Wallingford Project. A 350 TPD mass burn waste-to-energy project serving towns
in the Wallingford area, with power sold to CL&P.
Southeast Project. A 600 TPD mass burn waste-to-energy project serving several
towns in the southeastern part of the state.
Northeast Maryland Waste Disposal Authority (Resource Recovery Projects). Hawkins
represented the Northeast Maryland Waste Disposal Authority as special counsel in connection
with its program of developing new waste-to-energy plants in the late 2000’s, following the
Authority’s earlier successful development of the Montgomery County WTE facility. Hawkins
drafted and negotiated the DBFO service contracts for these projects and advised on related
financing and flow control issues. The projects included:
Harford County Project. A 1,500 TPD waste-to-energy facility for the disposal of
municipal solid waste generated in Harford County, Maryland. Private Contractor:
Deferred.
Frederick and Carroll Counties. A 1,500 TPD waste-to-energy plant to serve
Frederick and Carroll Counties, Maryland. The Frederick and Carroll Counties facility
was the first new, large scale waste-to-energy facility built in the United States since the
mid-1990’s. Private Contractor: Wheelabrator.
New York, New York (Resource Recovery and Alternative Technology Projects). Hawkins
has served continuously as lead legal advisor to the New York City Department of Sanitation
since the 1980’s. In this capacity we have assisted the City in the planning, evaluation and
procurement of a wide range of solid waste management capital projects and service agreements
using various processing technologies and disposal methods. In the resource recovery and
alternative technology area, Hawkins served as special counsel to DSNY on two major proposed
solid waste disposal capital project procurements:
Brooklyn Navy Yard Resource Recovery Project. The Brooklyn Navy Yard project
was planned as a 3,000 TPD waste-to-energy facility that would generate steam for the
downtown Manhattan steam heating loop operated by Consolidated Edison. Hawkins
drafted and negotiated the DBFO solid waste disposal agreement, which was to be owned
by Wheelabrator and leverage leased. The project was deferred after contract execution
due to extended permitting delays.
Alternative Technology Project. Hawkins drafted the DBFO project agreement and
assisted with the preparation of procurement documentation for a proposed alternative
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technology project, intended to be privately developed owned using some form of
enhanced materials recovery and gasification process so as to provide for local disposal
of municipal solid waste. The project was deferred after siting concerns developed.
Vancouver Region, British Columbia (Resource Recovery Project). Metro Vancouver is
developing a 750 TPD waste-to-energy project on a P3 (DBFO) basis to serve the communities in
greater Vancouver. Hawkins represents the municipal utility as co-counsel with a regional firm,
providing solid waste sector specific expertise in project planning, procurement and contract
development. Private Contractor: Pending.
Los Angeles, California (Resource Recovery and Alternative Energy Projects). Hawkins
has represented the Los Angeles Bureau of Sanitation on two major resource recovery projects.
These projects were intended to meet California’s solid waste diversion goals, reduce the City’s
reliance on landfill disposal in order to achieve sustainability objectives. Our responsibilities on
these projects included working closely with the City Attorney’s office in the review of legal
procurement authority, structuring the commercial transaction, and drafting and negotiating
solid waste disposal service agreements with the selected contractors.
South Central Los Angeles Waste-to-Energy Project. Hawkins led the City of Los
Angeles’ legal advisory team for the proposed 2,000 TPD South Central waste-to-energy
project. We assisted the City in successfully negotiating and executing a DBFO service
contract with Covanta, the proposed owner of the project, following an extensive
competitive procurement. Siting issues and permitting delays ultimately prompted the
City to defer the project.
Alternative Technology Project. Hawkins currently represents the City of Los
Angeles as special counsel in connection with the City’s competitive procurement for a
development partner to process municipal solid waste utilizing alternative technologies,
premised on resource recovery. Green Conversion Systems has been selected as the
development partner and will finance, design, build, own and operate the resource
recovery facility. The facility is expected to process residential municipal solid waste
generated in the City at a throughput rate of 1,000 tons per day so as to provide diversion
from the landfill of no less than 80% of the municipal solid waste delivered to the facility.
The City is also considering proposals from emerging/experimental technologies that will
process less than 200 tons per day as a potential second facility for testing emerging
technologies.
Hawaii County, Hawaii (Resource Recovery Projects). Hawkins was retained as special
counsel in the procurement of a solid waste conversion project in Hilo for the County of Hawaii
to supplement the County’s existing unlined landfill. As part of this engagement, we assisted in
the analysis of many emerging technology proposals, advised the County on ownership, financing
and risk issues, assisted in the preparation of the procurement documents and prepared the
draft design-build-finance-operate P3 service contract. We then negotiated a final service
agreement with Wheelabrator Technologies, Inc., a guaranty agreement with Wheelabrator’s
parent, Waste Management, Inc. and an electricity sales agreement with Hawaii Electric
Company (HELCO) for the 350 TPD plant. The contract addressed several unique issues,
including corrosion issues resulting from Hilo’s location as the wettest capital in the U.S.
Although the project was deferred, the County has initiated a subsequent similar project on
which our firm has again been engaged as special counsel.
New Hanover County, North Carolina (Resource Recovery Project). Following selection
by the County of a vendor to design, build, finance and operate an “advanced” dirty MRF to mine
the County’s landfill, to implement a landfill gas-to-energy project and to operate the County’s
landfill and aging waste-to-energy facility, Hawkins was engaged to draft and negotiate the
contract documents. The executed contract contained stringent schedule and performance
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guarantees and appropriate contract security mechanisms. Due to the Company’s inability to
obtain financing in a timely manner, the County exercised its right to terminate the contract and
seized the contract security. Subsequently, we assisted the County in procuring a service
agreement for the design, retrofit and operation of the County’s resource recovery facility. Private
Contractors: R3 Environmental (MRF); Covanta or Wheelabrator (waste-to-energy).
Virgin Islands Waste Management Authority (Resource Recovery and Baling Projects).
Hawkins served as special counsel to the United States Virgin Islands Waste Management
Authority in connection with the procurement of two 250 ton per day refuse derived fuel resource
recovery facilities which were to be developed on a design-build- finance-operate (P3) basis and
constructed on the islands of St. Thomas and St. Croix. We served as the lead drafting and
negotiation counsel. Those negotiations were successfully completed and the contract then later
renegotiated to account for fundamental changes to the project structure. We also served as
lead procurement counsel for a design-build-operate contract for the baling and wrapping of
MSW generated on St. Croix that is currently in operation. Private Contractor: Alpine Energy
Group / Sanitas.
Halifax, Nova Scotia, Canada (Resource Recovery Project). For Halifax’s competitive
proposal procurement of a 500 TPD waste-to-energy facility, Hawkins was engaged to serve as
lead counsel, working with a local firm handling environmental and permitting matters. We
assisted extensively with RFP development, contractor selection, and the drafting and negotiation
of the design-build-operate service agreement, which also provided for private construction
financing through project completion. The procurement concluded with the successful execution
of the service agreement with Covanta, but was ultimately deferred due to economic concerns
raised by the provincial environmental ministry.
Montreal Region, Quebec, Canada (Resource Recovery Project). Hawkins served as
special solid waste co-counsel to the Montreal Regie, a regional consortium of municipalities that
procured a 2,000 TPD design-build-finance-operate WTE solid waste disposal service contract
with Foster Wheeler on a competitive proposal basis. We also drafted the flow control law that
was to secure the delivery of waste to the facility. After contract execution, further environmental
reviews caused the Regie to exercise its convenience termination right. Hawkins served in an
advisory capacity in the resulting workout discussions and litigation.
Broome County, New York (Resource Recovery Project). Broome County undertook a
500 TPD waste-to-energy project to address impending landfill closure concerns. The
procurement was conducted under state resource recovery facility legislation that Hawkins
played an active role developing. In serving as the county’s lead contract counsel, our firm was
centrally involved in environmental reviews, RFQ and RFP preparation, public deliberations, and
DBFO service contract drafting and negotiations for the privately owned project, along with the
power purchase contract negotiations. The contract was successfully concluded with Foster
Wheeler, but the project ultimately deferred.
San Juan, Puerto Rico (Resource Recovery Project). San Juan engaged Hawkins to
serve as special counsel in two separate procurements, 10 years apart, for a 1,000 TPD waste-
to-energy project, the second co-sponsored by the Commonwealth of Puerto Rico’s government
development bank. Our firm prepared and negotiated the solid waste disposal contracts for each
of the procurements and assisted substantially with the procurement process and with the
related electricity sale and project financing transactions. The negotiations were successful and
project agreements were ultimately executed at the conclusion of each procurement, the first
with American Ref-Fuel and the second with Westinghouse. Pricing concerns ultimately led
the City to defer both projects.
Georgia Hazardous Waste Management Authority (Hazardous Waste Facility). The
State of Georgia, facing a serious shortage of hazardous waste disposal capacity, formed the
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Authority with the intention of providing disposal services to small and medium sized business
in the State under a public-private partnership. Hawkins assisted the State in drafting the
legislation for the Authority, in conducting project delivery method reviews, and in conducting
the procurement and drafting an agreement for the design, construction and management of the
proposed disposal facility by a highly experienced DBFO contractor. Project Contractor:
Deferred.
MATERIALS RECOVERY AND COMPOST PROJECTS
Madera County, California (Landfill, Transfer Station, and Transfer and Disposal).
Hawkins served as special counsel to Madera County in negotiating long-term operation and
maintenance contracts for the County-owned landfill, materials recovery facility, household
hazardous waste facility, and transfer station. Hawkins negotiated a long-term, exclusive, solid
waste and recyclable materials collection franchise agreement on behalf of the County. In
addition, Hawkins worked with County staff to develop a new County ordinance for the
collection of solid waste and recyclable materials.Private Contractor: Caglia Environmental,
LLC.
City of Greensboro, North Carolina (Material Recovery). Hawkins represented the City
of Greensboro as special counsel in the procurement and negotiation of a long-term contract for
a private firm to operate the City’s materials recycling facility and to market and sell the
recyclable materials recovered at the facility. The company was required to pay the City a
monthly per ton payment based upon the tonnage of recyclable materials delivered to the facility.
Private Contractor: FCR Greensboro, LLC.
Morris County Municipal Utilities Authority (Marketing of Recyclable Materials).
Hawkins assisted the Morris County Municipal Utilities Authority in the procurement and
negotiation of a Marketing of Recyclable Materials Contract. The Contract required the private
company to design, finance, build, own and operate a new single stream recycling facility that
allowed the Authority to expand the County’s recycling program by collecting on a single stream
basis. Private Contractor: FCR/ReCommunity.
Monmouth County, New Jersey (Materials Recovery and Baling, Landfill Gas and
Waste-to-Energy Projects). Hawkins has served as special counsel to Monmouth County, New
Jersey since the mid-1980’s in connection with its solid waste projects. These include a 1,000
TPD mixed waste processing, materials recovery and solid waste baling facility (to conserve space
in the County’s landfill), two landfill gas-to-energy projects (one privately owned and one County-
owned), a recycling facility, and a waste-to-energy facility (deferred). The firm’s services have
included procurement advice; RFP development, contract drafting, negotiation, administration
and enforcement; flow control structuring and enforcement; solid waste management plan
amendment work; and regulatory filings and approvals. As part of our engagement, we have also
procured several C&D waste transportation and disposal contracts; negotiated sales agreements
for renewable energy certificates, Green E credits and NOx offsets, and represented the County
in connection with notices of violation. Private Contractors; National Ecology / Babcock &
Wilcox, Greenstar (materials recovery and solid waste baling); Waste Management, Inc.
(recycling); GSF Energy Inc. (landfill gas); Waste Management, Inc., FCI, Interstate Waste
Services (transportation and disposal); and Westinghouse (waste-to-energy).
Monroe County, New York (Materials Recovery Project). Hawkins was special counsel
to Monroe County for a successfully built 300 TPD “clean” materials recovery facility. The MRF
transaction was structured as a design-build-operate project, with financing provided by County
certificates of participation. Our work included project structuring, procurement advice and
contract drafting and negotiation, as well as serving as finance counsel. We also advised the
County extensively on terminating a major contract it had executed for a failed solid waste
pyrolysis project with Raytheon. Project Contractor: RRT Empire Returns.
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Rockland County, New York (Materials Recovery, Compost, Transfer Station and
Intermunicipal Contract Projects). As special contract counsel and bond counsel to the Rockland
County Solid Waste Management Authority for 20 years, Hawkins was centrally involved in all
of the major transactions the Authority undertook in developing its comprehensive program of
solid waste management. Our services included RFP and contract drafting, negotiation and
administration work for a new materials recovery facility and a new co-composting facility, both
now operating; intermunicipal contract negotiations for waste supply to both projects; the
acquisition, improvement and operation of an existing solid waste transfer station; and contracts
for waste collection services for several municipalities in the county. Private Contractors:
Synagro (composting facility); Waste Management (materials recovery facility); and Miele
Sanitation (transfer station).
Victorville, California (Materials Recovery Project). Hawkins served as special counsel
to the Mojave Desert JPA, a joint powers authority between the Cities of Victorville and Apple
Valley, in the development of a regional 500 TPD materials recovery facility to serve the region.
The clean MRF was procured competitively using the design-build-operate project delivery
method. Private Contractor: Burrtech.
Sacramento, California (Materials Recovery and Transfer Station Project). Sacramento
conducted a design-build-finance-operate procurement for a 2,200 TPD solid waste management
project. The facility was planned as a major waste diversion asset, having clean and dirty MRF,
compost, hazardous waste and transfer station capabilities. We served as lead legal advisor to
the City for project procurement, contacting and financing. Project Contractor: Deferred.
Fresno, California (Materials Recovery and Compost Project). Hawkins represented
Fresno in its comprehensive procurement under the City Charter of a 600 TPD municipal solid
waste compost and materials recovery facility on a P3 (design, build, finance and operate) basis.
Hawkins served as the key legal advisor in structuring the procurement and leading the contract
negotiations with PWT, the preferred proponent. The fully negotiated project agreement was
deferred for cost reasons.
San Diego, California (Materials Recovery and Composting Project). The firm has
regularly represented the City of San Diego, California in implementing solid waste public-private
partnerships since the 1990’s. In the materials recovery and composting areas, Hawkins
represented the City as special counsel in a proposed mixed waste recycling and municipal solid
waste compost project procurement intended to achieve significant landfill diversion objectives.
Our services on the City’s first design-build-finance-operate project included regulatory review;
project planning, procurement and contract negotiations; and drafting performance guarantee
and security for performance protections. Private Contractor: Daneco.
Southold, New York (Municipal Solid Waste Compost Project). Hawkins represented the
Town of Southold on a design-build-operate project procurement for the composting of the
Town’s mixed municipal solid waste. Our work as special contract counsel included regulatory
work with the State Department of Environmental Conservation as to permitting standards for
pathogen reduction under applicable federal regulations, as well as procurement and contracting
work to reach a disposal service agreement with the selected proposer, Daneco. The town
ultimately deferred the project following the completion of contract negotiations.
Ventura Regional Sanitation District, California (Materials Recovery and Compost
Facility). Our firm advised the District on a 1,000 TPD solid waste management facility procured
on DBFO basis. We handled landfill, flow control, regulatory, procurement and contract work in
connection with the competitive proposed process initiated by the District, as well as
intermunicipal issues in the development of a regional facility. Private Contractor: Deferred.
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TRANSFER STATION,LONG HAUL,
FRANCHISE, AND FLOW CONTROL PROJECTS
New York City (Rail and Barge Haul, Waste-to-Energy, and Solid Waste Management
Planning Projects). As part of our long-standing representation of the City of New York
Department of Sanitation, we have served as legal advisor to DSNY in connection with the
implementation of the City’s multi-project long-term solid waste export program. This is an 8
contract program involving agreements for the export of a total of 10,000 TPD of City-collected
waste with more than $7 billion in contract value. As special counsel, Hawkins works closely
with the Department of Sanitation, its Bureau of Legal Affairs and the City’s Law Department in
structuring the commercial terms sought by the City for each project and developing the
procurement and contract documents to reflect the City’s objectives under its approved
comprehensive solid waste management plan. One of the City’s primary goals for the solid waste
export program is to have solid waste generated in the City of New York containerized and
transported from the City by barge or rail to alleviate environmental problems caused by truck
haul of solid waste from the City. Hawkins is responsible for drafting and negotiating multiple
long-term solid waste processing, transport and disposal contracts for all solid waste generated
in New York City and collected by the Department of Sanitation in Manhattan, Staten Island,
Bronx, Queens and Brooklyn. To maintain competition among the proposers throughout the
procurement process, Hawkins conducted concurrent negotiations with multiple proposers for
alternative projects for solid waste generated in the same wasteshed. We negotiated directly with
CSX and Norfolk Southern on most of the rail sub-contracts. CSX was ultimately chosen as
the linehaul carrier for all of the rail transportation subcontract work. This extraordinarily large
and unprecedented long term hauling and disposal program has involved the following export
contracts for DSNY-collected, containerized municipal solid waste, the contract value of each of
which has averaged nearly $1,000,000,000:
Staten Island: Rail export of 1,000 TPD from newly-built, City-owned and
operated transfer station to a landfill in South Carolina. Private Contractor: Allied.
Bronx: Rail export of 1,500 TPD from a privately-owned transfer station to
landfills in South Carolina and Virginia. Private Contractor: Waste Management.
Brooklyn: Rail export of 1,500 TPD from a privately-owned transfer station to
landfills in South Carolina and Virginia. Private Contractor: Waste Management.
Queens: Rail export of 1,500 TPD from a privately-owned transfer station to
landfills in South Carolina and Virginia. Private Contractor: Waste Management.
Queens and Manhattan: Barge and rail export of 1,500 TPD from two newly re-
built and City-operated marine transfer stations through intermodal facilities to landfills
and waste-to-energy facilities in New York State and Pennsylvania. Private Contractor:
Pending.
Brooklyn: Barge and rail export of 1,500 TPD from two newly re-built and City-
owned marine transfer stations through intermodal facilities to landfills in New York
State. Private Contractor: Pending.
Manhattan: Truck export of 1,500 TPD direct by DSNY collection vehicles to an
existing waste-to-energy facility in New Jersey. Private Contractor: Covanta.
Spokane County, Washington (Transfer Station and Disposal Project). The City of
Spokane and the County of Spokane entered into an agreement whereby the City transferred
ownership of two waste transfer stations to the County, and after such transfer of ownership the
County became responsible for the receipt of municipal solid waste at, and operations of, each
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of the transfer station. Our firm represented Spokane County in connection with the
procurement of a 15-year service contract to provide transfer station operations and maintenance
services at both facilities. The service contract places all municipal waste management and
disposal responsibility on the company by requiring the company (1) to transfer combustible
waste to the City’s WTE Facility, and (2) to transfer and dispose of all other waste (including
recyclable materials, moderate risk waste, white goods, C&D waste, clean green materials, and
unacceptable waste) accepted at the transfer stations. Private Contractor: Waste Connections.
Virgin Islands Waste Management Authority. Hawkins’ representation of the Virgin
Islands Waste Management Authority has also included serving as procurement and contract
counsel for a baling facility and transfer station on St. Croix, completed on a design-build-operate
basis. In connection with this agreement, we assisted the Authority on several contract
administration matters, including the mediation of a claim arising from an uncontrollable
circumstance. Private Contractor: Sanitas Partners.
Madera County, California (Landfill, Transfer Station, and Transfer and Disposal).
Hawkins served as special counsel to Madera County in negotiating long-term operation and
maintenance contracts for the County-owned landfill, materials recovery facility, household
hazardous waste facility, and transfer station. Hawkins negotiated a long-term, exclusive, solid
waste and recyclable materials collection franchise agreement on behalf of the County. In
addition, Hawkins worked with County staff to develop a new County ordinance for the
collection of solid waste and recyclable materials.Private Contractor: Caglia Environmental,
LLC.
Virgin Islands Waste Management Authority (Transfer Station). In addition to
preparing and negotiating the solid waste disposal service contracts in connection with the
waste-to-energy projects described above, we represented the Virgin Islands Waste Management
Authority in the procurement and negotiation of a design, build and operate contract for a
transfer station on the island of St. Croix. In connection with this agreement, we have assisted
in several contract administration matters including representing the Authority in a mediation
of a dispute arising from an Uncontrollable Circumstance. Private Contractor: Sanitas Partners.
Morris County Municipal Utilities Authority (Transfer Station). Hawkins assisted the
Morris County Municipal Utilities Authority in the procurement of an operator for the Authority’s
two transfer stations and for the transportation and disposal of waste received at such transfer
stations.
New Hanover County, North Carolina (Transfer Station). Hawkins assisted New
Hanover County with a procurement for a private firm to design, build and operate a transfer
station where all of the waste generated in the County would be delivered and then ultimately
taken to an out-of-county disposal facility.
City of Greensboro, North Carolina (Transportation and Disposal). We assisted in the
procurement and negotiation of a Municipal Solid Waste Transportation Agreement and a
Municipal Solid Waste Disposal Agreement for the City of Greensboro. Pursuant to the respective
agreements, all of the waste received at the City’s transfer station will be transferred and
transported off-site for disposal. Private Contractors: Hilco Transport, Inc. (Transportation)
and Republic Services of North Carolina, LLC (Disposal).
Monmouth County, New Jersey (Transportation and Disposal). Hawkins has assisted
Monmouth County with its procurement of a private contractor to transport and dispose of all
construction and demolition waste delivered to the County’s Materials Processing and Recovery
Facility. We prepared the Request for Bids which included the draft Waste Transportation and
Disposal Agreement which the County has used since the inception of its C&D waste export
program. We have assisted the County with providing the flexibility to lock in prices for up to a
three year period as well as creating an innovative mechanism to ensure that bidders do not
build a premium into their pricing to reflect volatile fuel pricing. Private Contractor: Waste
Management of NJ, Inc.
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Orange County, California (Intermunicipal Waste Importation Project and Franchise
Program). Hawkins served as special counsel to Orange County in procuring and negotiating
long-term waste supply contracts with all 31 municipalities in the County. The importation
contract program served to provide the long term waste delivery commitments necessary to
secure a major revenue bond issue undertaken to upgrade and expand the County’s landfill
system. The participating communities contracted to deliver waste directly, or cause their
franchise haulers to deliver waste, to the County’s landfill. The firm also represented the County
in negotiating solid waste collection and disposal franchise agreements with several private
haulers serving the unincorporated areas of Orange County. Private Contractors: Various.
Clarkstown, New York (Transfer Station Project). Hawkins assisted the Town with the
sale of its solid waste transfer station to a regional public entity. As part of that engagement we
advised the Town on flow control and a variety of other solid waste-related matters and negotiated
an acquisition agreement, host community agreement and intermunicipal agreement.
Honolulu, Hawaii (Flow Control Advice). Hawkins assisted the Honolulu Corporation
Counsel’s office in connection with flow control matters. This engagement included the
preparation of memoranda discussing alternative mechanisms to preserve the Honolulu solid
waste system in the face of private competition, and advising on the applicability of the United
Haulers v. Oneida-Herkimer Solid Waste Authority case to the system.
Arecibo, Puerto Rico (MSW Collection and Disposal Project). Hawkins drafted and
negotiated a medium-term municipal solid waste collection and disposal contract for the City of
Arecibo. Private Contractor: BFI.
Anaheim, California (MSW Franchise Project). We served as special counsel to the City
of Anaheim in the drafting and negotiation of an exclusive long term municipal solid waste
franchise agreement. The franchise provided for substantial capital improvements to be made
by the franchisee to improve the City’s curbside recycling program. Private Contractor:
Burrtech.
Seattle, Washington (Transfer Station, Rail Haul and Disposal Project). The firm
represented the City of Seattle in connection with the planning, development, and procurement
of proposed new 1,500 TPD municipal solid waste transfer station on a design-build-operate
basis, and the rail export of waste for disposal in eastern Oregon. Private Contractor: Deferred.
Jacksonville, Florida (MSW Franchise Project). Jacksonville maintains five municipal
solid waste collection districts, and conducts competitions among haulers in two of the five to
set a benchmark for public workforce collection in the other three. Hawkins represented the City
in a procurement to award a private waste collection franchise, reviewing City ordinances, and
drafting and negotiating the resulting franchise agreement.
LANDFILL AND
LANDFILL GAS COGENERATION PROJECTS
City of Greensboro, North Carolina (Landfill Gas to Energy). Hawkins Delafield & Wood
LLP is currently representing the City of Greensboro in the procurement and negotiation of a
private firm to design, build, operate, and maintain a landfill gas to energy project at the City’s
landfill and sell the power to the local electric utility. The request for proposals provided options
for the project to be financed by the City or by the contractor. Hawkins also advised the City on
using a portion of the landfill gas for cogeneration at a nearby facility.
Virgin Islands Waste Management Authority (Landfill Gas to Energy). We represented
the Authority in the negotiation of a design, build and operate contract for a publicly owned
landfill gas to energy facility on the island of St. Thomas. Private Contractor: Island Roads
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Monmouth County, New Jersey (Landfill Gas to Energy - Privately-owned Project). The
firm negotiated both an original Gas Rights Agreement with a private company and an Amended
and Restated Gas Rights Agreement where the company receives the rights to all but a small
portion of the landfill gas produced at the County’s landfill in exchange for a percentage of the
Company’s revenues from electric sales from its 10MW project. . In those negotiations, we were
able to apply knowledge gained from similar engagements regarding legal and business issues
including identification of a reasonable revenue sharing mechanism with an attractive minimum
payment, treatment of RECs, Greenhouse Gas Credits, tax credits, grant funding and appropriate
risk allocation. Pursuant to this Agreement, the County has received well over one million dollars
in revenue. Private Contractor: GSF Energy.
Monmouth County, New Jersey (Landfill Gas to Energy - Publicly-owned Project).
Hawkins has provided advice and assistance on various matters in connection with the
development of a County-owned 1 MW biomass project including with respect to net metering,
grant funding, the purchase of NOx credits, and interconnection issues (and have negotiated the
Interconnect Contract). Since the project has been implemented and placed online we have
assisted the County in getting the Renewable Energy Certificates (RECs) produced from the
project verified, registered and sold, providing additional revenue to the County.
Warren County Pollution Control Finance Authority (Landfill Gas to Energy). Hawkins
represented the Warren County Pollution Control Finance Authority (New Jersey) in the
procurement and negotiation of a landfill gas-to-energy project. As part of that engagement,
Hawkins advised the Authority on all procurement matters, assisted in the preparation of the
procurement documents and drafted and negotiated a Landfill Gas and Site License Agreement
with the most advantageous proposer.
Cumberland County Improvement Authority (Landfill Gas to Energy). The firm has
assisted the Cumberland County Improvement Authority (New Jersey) in the procurement,
negotiation and implementation of a landfill gas-to-energy project and in the development of a
solar energy project to be located at the Authority’s landfill.
Flathead County, Montana (Landfill Gas to Energy). The firm completed an engagement
as special counsel in the development of a landfill gas to energy project for the Flathead County
Solid Waste District. In connection with this project we reviewed, identified and advised our
client with respect to critical issues contained in the Gas Utilization Agreement that was
developed by the District and FEC, a local cooperative which financed the landfill gas project in
exchange for the rights to the landfill gas. The electricity generated by the project provides low
cost power to FEC’s member communities.
Wake County, North Carolina (Landfill Projects). Hawkins represented the County in
the procurement of a design-build-operate contract for a new County-owned landfill. This
contract delivery method (DBO) was the first of its kind for a landfill. The landfill was successfully
constructed and is now in operation. We also served as procurement counsel for a landfill gas-
to-energy facility that is currently in development. Private Contractors: Waste Industries
(landfill); Ingenco (landfill gas-to-energy).
Flathead County, Montana.Hawkins completed an engagement as special counsel in
the development of a landfill gas-to-energy project for the Flathead County Solid Waste District.
In connection with this project we reviewed, identified and advised our client with respect to
critical issues contained in the gas utilization agreement that was developed by the District and
FEC, a local cooperative which financed the landfill gas project in exchange for the rights to the
landfill gas. The electricity generated by the project provides low cost power to FEC’s member
communities.
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Virgin Islands Waste Management Authority.Hawkins represented the Virgin Islands
Waste Management Authority on the negotiation of a design-build-operate contract for a publicly
owned and financed landfill gas-to-energy facility on St. Thomas. Private Contractor: Island
Roads.
San Diego, California (Landfill Gas Cogeneration and Landfill Projects). As part of its
20-year representation of the City of San Diego in solid waste matters, Hawkins served as special
counsel to the City on two major landfill-related projects:
Landfill Gas Cogeneration Project. Hawkins played a central role in the
structuring, procurement and contracting for a major landfill gas cogeneration project,
delivered at the City’s Miramar Landfill on a design-build-finance-operate (P3) basis by a
private owner. This project was San Diego’s first P3 project. Our work included landfill
lease negotiations with the U.S. Navy and gas lease and power purchase contract
negotiations with the developer, which resulted in emissions reductions at Miramar and
a supply of low cost electric power to be used at the City’s North City wastewater
reclamation facility. Private Contractor: Minnesota Methane.
Landfill CUP and Service Agreement. Our firm also served as legal advisor to the
City of San Diego in connection with the redevelopment and expansion of the privately-
owned Sycamore Canyon Landfill. We drafted and negotiated the conditional use permit
and service agreement under which the landfill was permitted to continue to operate, and
which provided for discounted solid waste disposal service to the City so as to conserve
disposal capacity at the Miramar landfill. Private Contractor: Allied Waste.
New Landfill Project. Hawkins represented the City of San Diego as special
counsel and bond counsel in the development and financing of a proposed new landfill
intended eventually to replace Miramar. Project Contractors: Edco/Burrtech.
Nashville, Tennessee (Landfill Gas Co-generation Project). As part of its representation
of Nashville in connection with environmental projects on an alternative delivery basis, Hawkins
was procurement and contract counsel to the City for a landfill gas co-generation project. We
helped structure the project in light of available federal tax credits and negotiated the design-
build-finance-operate contract and the related lease, gas and power purchase contracts under
which the project was implemented.
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PART 6
POWER AND RENEWABLE ENERGY EXPERIENCE OVERVIEW
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PART 6
POWER AND RENEWABLE ENERGY EXPERIENCE OVERVIEW
SECTOR –SPECIFIC LEGAL EXPERTISE
Camden County Municipal Utilities Authority. Hawkins has served as special counsel
to the Authority in connection with the procurement of a solar energy project, on which the firm’s
services included evaluating proposals and negotiating a power purchase agreement with the
most advantageous proposer. In addition, Hawkins is currently assisting the Authority with a
new renewable energy procurement for multiple projects which may include solar, geothermal or
combined heat and power (CHP) technology. The firm’s services in connection with this
procurement include drafting procurement documents, preparing a draft power purchase
agreement, evaluating proposals and recommending the most advantageous proposer or
proposers.
Wake County, North Carolina. (Landfill Projects). Hawkins represented the County in
the procurement of a design-build-operate contract for a new County-owned landfill. This
contract delivery method (DBO) was the first of its kind for a landfill. The landfill was successfully
constructed and is now in operation. We also served as procurement counsel for a landfill gas-
to-energy facility that is currently in development. Private Contractors: Waste Industries
(landfill); Ingenco (landfill gas-to-energy).
Flathead County, Montana. Hawkins completed an engagement as special counsel in
the development of a landfill gas-to-energy project for the Flathead County Solid Waste District.
In connection with this project we reviewed, identified and advised our client with respect to
critical issues contained in the gas utilization agreement that was developed by the District and
FEC, a local cooperative which financed the landfill gas project in exchange for the rights to the
landfill gas. The electricity generated by the project provides low cost power to FEC’s member
communities.
Monmouth County, New Jersey. In 2010 and 2011, we worked with Monmouth
County’s energy consultant to develop a Request for Proposals for a solar concession and power
purchase agreement for multiple County-owned sites. We prepared the draft solar concession
and power purchase agreement which was included in the RFP and assisted the County in
evaluating the proposals received in response to the RFP. Once the most advantageous proposer
was selected, we worked with the vendor’s legal counsel as well as their financing partners to
finalize the terms of the Solar Concession and Power Purchase Agreement. In addition, we
negotiated four amendments to the Agreement on behalf of the County and advised the County
with respect to several administrative matters, including the assignment of the Agreement to the
vendor’s financing partner. As part of that assignment, we ensured that the County received the
appropriate security from the new contract partner.
3801123.2 001092 MRK
PART 7
POWER AND RENEWABLE ENERGY PROJECT PROFILES
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PART 7
POWER AND RENEWABLE ENERGY PROJECT PROFILES
State of California. (Statewide Power Purchase Agreement Program). Hawkins played
a major role in assisting the State of California in the California power crisis. From the beginning
of the crisis, the firm represented the California Department of Water Resources, the primary
State entity responsible for purchasing power that the State’s investor-owned utilities were
unable to supply. In this capacity, the firm assisted the State in drafting authorizing legislation
empowering the Department to purchase power to meet the State’s shortage. In addition, we
represented the Department in negotiating an initial portfolio of over $42 billion of power
purchase agreements, including firm energy and capacity based and tolling agreements, and
agreements for demand reduction and ancillary services. Hawkins also assisted the Department
in renegotiating many of its power purchase agreements, and represented the Department in
connection with gas purchase, transmission, storage and hedging agreements entered into in
connection with the Department’s tolling agreements. Our representation included a wide range
of market related matters, including those involving the California Independent System Operator
and the transition of the power market back to the State’s investor-owned utilities. Attorneys at
the firm also assisted the Department in contract management and administration, including
matters involving contractual interpretation, force majeure claims and related matters. In
addition, we provided legal services to the California Department of Finance and the California
Power Authority in connection with the State power crisis. These included assisting in the initial
establishment of the Authority, and preparing documentation and analyzing a variety of
proposals for peaking and wind generation facilities on behalf of the Authority. Private
Contractor: Various.
Metropolitan Government of Nashville and Davidson County. (District Heating and
Cooling Project). Hawkins represented the Metropolitan Government of Nashville and Davidson
County as project counsel and finance counsel in connection with development of a natural gas
fired district-wide heating and cooling system in the downtown Nashville, Tennessee area. As
part of our work for the Metropolitan Government, we assisted in the preparation of a RFP for a
private company to design and build a state of the art heating and cooling system, and to operate
such system for a period of 30 years. We were the lead negotiator of the design-build-operate
agreement, and also negotiated a fuel procurement contract. The primary fuels will be natural
gas for the steam generating facilities and electricity for the chilled water generating facilities.
Private Contractor: Constellation Energy.
Long Island Power Authority. (Electric System Operating Contract). Hawkins
represented the Long Island Power Authority in the acquisition of the electric generation and
distribution assets of the Long Island Lighting Company. Upon the acquisition of such assets
by LIPA, LIPA entered into various operating agreements with LILCO, whereby LILCO, through
its subsidiaries, operated LIPA’s newly acquired electric assets. Our firm was instrumental in
structuring, drafting and negotiating the operating agreements, and other related transaction
agreements. We also served as bond counsel to LIPA in its issuance of $6.5 billion of municipal
bonds, the largest issuance in municipal bond history, to acquire LILCO’s electric assets. Private
Contractor: Keyspan.
Klamath Falls, Oregon. (Cogeneration Project). Hawkins was retained to assist in
developing and negotiating a transaction for the construction, financing and operation of an
approximately 500 megawatt cogeneration facility that was successfully financed and
constructed. During the development of the project, we assisted in negotiating the design-build-
operate contract with Black & Veatch, a power purchase agreement with PacifiCorp Power
Marketing, Inc., a power brokering agreement (for the City’s portion of the facility’s output) with
PPM, an operating and maintenance agreement with Pacific Klamath Energy, Inc., a fuel supply
7-2
3801123.2 001092 MRK
and services agreement with PPM and various related agreements. Private Contractor: Black
and Veatch.
Moreno Valley, California. (Electric Distribution Substation and Switchyard) Hawkins
assisted the City of Moreno Valley and the Moreno Valley Electrical Utility as special counsel for
the design, procurement, construction and financing of a new electric distribution substation
and associated switchyard. The firm substantially advised the City on California’s public-private
partnership statute for municipal infrastructure, Government Code Section 5956, and provided
contract drafting and negotiation services in this regard. The formation of the municipally owned
electrical utility and the development of the substation and switchyard will permit the City to
provide more rate stability to commercial and industrial customers than an investor-owned
utility and improve the health and stability of the City’s general fund. Private Contractor: ABB,
Inc.
Washington, D.C. Water and Sewer Authority. Our firm has served as lead counsel to
DC Water on four major projects at DC Water’s Blue Plains 370 MGD wastewater treatment (one
of the largest in the United States) procured using alternative project delivery, and have been
actively involved in related legal review, planning and project delivery method selection matters.
Two of these projects have been in the power and renewable energy sector:
Combined Heat and Power Project. Hawkins served as special counsel in the
procurement of the new million combined-heat-and-power facility on a design-build-
operate basis. We assisted in the procurement process and drafted and negotiated the
DBO service contract, which has a term of 15 to 20 years following acceptance of the
facility and includes performance guarantees associated with steam and electrical power
production, among others. The project is currently under construction and is expected
to reduce DC Water’s greenhouse gas emissions by approximately 40 percent, as well as
reduce the risk of increased disposal costs and provide a hedge against increases in future
power costs. Private Contractor: PEPCO.
Solar Energy Project. Hawkins served as special counsel in connection with the
procurement of a privately financed solar energy project to be located at the Blue Plains
Wastewater Treatment Plant. We assisted in the review of possible contracting
structures, the procurement process and the negotiation of a power purchase agreement
with the selected proponent. Private Contractor: Deferred.
Monmouth County. Hawkins has served as energy counsel and special counsel to the
County in connection with several energy and renewable energy projects, including solar, and
landfill gas-to-energy, cogeneration projects and the third-party supply of electricity and natural
gas. The firm’s services have included leading competitive procurements, evaluating proposals
and recommending the most advantageous proposer, drafting power purchase agreements, and
natural gas energy supply agreements and other related transaction agreements.
Camden County Municipal Utilities Authority. Hawkins has served as special counsel
to the Authority in connection with the procurement of a solar energy project, on which the firm’s
services included evaluating proposals and negotiating a power purchase agreement with the
most advantageous proposer. In addition, Hawkins is currently assisting the Authority with a
new renewable energy procurement for multiple projects which may include solar, geothermal or
combined heat and power (CHP) technology. The firm’s services in connection with this
procurement include drafting procurement documents, preparing a draft power purchase
agreement, evaluating proposals and recommending the most advantageous proposer or
proposers.
Nashville, Tennessee. (District Heating and Cooling Project). We served as special
counsel to Nashville/Davidson County on its natural gas fired district heating and cooling
7-3
3801123.2 001092 MRK
project, built to replace an aging waste-to-energy facility. The firm handled the legal and
commercial aspects of the procurement, the DBFO service agreement with the private contractor,
and the agreements with customers in the City’s downtown heating and cooling loop. Private
Contractor: Constellation Energy.
3801123.2 001092 MRK
PART 8
PUBLIC CONTRACTS AND INFRASTRUCTURE GROUP
EXPERIENCE CHARTS FOR WATER AND WASTEWATER PROJECTS
8-1
3801123.2 001092 MRK
PART 8
PUBLIC CONTRACTS AND INFRASTRUCTURE GROUP
EXPERIENCE CHARTS FOR
WATER AND WASTEWATER PROJECTS
The following charts profile the experience of Hawkins Delafield & Wood LLP (“HD&W”) as special contract
counsel to local, state and federal governments in project procurements for the water and wastewater sector.
The projects listed include both completed and deferred transactions, and current, ongoing representation.
Contract value amounts are approximate.
PROJECT
EXPERIENCE
PROFILE
QUALIFICATIONS
SUMMARY
WATER AND
WASTEWATER
SECTOR
PRIVATE SECTOR
SERVICES HD&W ROLE
DESIGN/BUILDOPERATE/MAINTAINREPAIR/REPLACERESIDUALS DISPOSALCOLLECTION/DISTRIBUTIONFINANCINGNUMBER OF
PROJECTS
NUMBER OF
STATES
INDUSTRY
SECTOR
CONTRACT
YEARS
PROJECT
SIZE
CONTRACT
VALUE
38 17 Water 25 31 30 5 21 6 458 1,352
MGD $4.6B
46 20 Wastewater 29 42 38 23 25 7 595 1,328 MGD $5.5B
14 9 Residuals 13 12 12 12 0 4 184 3,760
WTPD $1B
98 24* Total 67** 85** 80** 40** 46** 17** 1,237
2,680
MGD/
3,760
WTPD
$11.1B
Hawkins Delafield & Wood LLP is a founding sponsor of the Mayor's Water Council of the United States
Conference of Mayors and a member of its Water Development Advisory Board; a sponsoring member of the
National Council on Public Private Partnerships and the Design-Build Institute of America; and a regular
contributor to programs sponsored by the American Water Works Association, the Water Environment
Federation, the American Membrane Technology Association, the Association of Metropolitan Sewerage
Agencies, the Association of Metropolitan Water Agencies, and regional governmental water organizations in
California, Texas, New York and New England.
*Several states have multiple projects.
**Several projects are multiple projects (Water/Wastewater).
8-2
3801123.2 001092 MRK
PROJECT
EXPERIENCE
PROFILE
SERVICES AGGREGATED
UNDER PRIVATE
MANAGEMENT
WATER AND
WASTEWATER
SECTOR
DESIGN/BUILDOPERATE/MAINTAINREPAIR/REPLACERESIDUALS DISPOSALCOLLECTION/DISTRIBUTIONFINANCINGCITY/
REGION/
AUTHORITY
STATE/
NATION
INDUSTRY
SECTOR
CONTRACT
TERM PROJECT SIZE
CONTRACT
VALUE
Airway
Heights WA Wastewater 20 yrs. 1 MGD $40M
Barstow CA Wastewater 2 yrs. 5 MGD $20M
Bergen County NJ Wastewater 15 yrs. 100 MGD $150M
Boston
(MWRA) MA Water 2 yrs. 50 MGD $50M
Boston
(MWRA) MA Residuals 10 yrs. 250 WTPD $50M
Brockton MA Wastewater 20 yrs. 25 MGD $50M
Burlington
County NJ Residuals 10 yrs. 150 WTPD $60M
Carlsbad
(San Diego
County Water
Authority)
CA Water 20 yrs. 50 MGD $1M
Charlotte
(CMUD) NC Residuals 10 yrs. 150 WTPD $90M
Corpus Christi TX Water 25 MGD
Cranston RI Wastewater 25 yrs. 25 MGD $500M
DC (WASA) DC Residuals 4 yrs. 1,200 WTPD $200M
East Aurora NY Wastewater 5 yrs. 2 MGD $2M
Fillmore CA Wastewater 20 yrs. 2 MGD $50M
Fresno CA Residuals 20 yrs. 200 WTPD $160M
Fulton County
(Atlanta) GA Wastewater 20 yrs. 50 MGD $250M
Gary IN Residuals 5 yrs. 75 WTPD $40M
Hempstead
Village NY Water 20 yrs. 20 MGD $75M
Hialeah FL Water 20 yrs. 10 MGD $150M
Holyoke MA Wastewater 20 yrs. 20 MGD $75M
Honolulu HI Wastewater 20 yrs. 25 MGD $100M
Houston TX Water 8 yrs. 320 MGD $1B +
Lake Hodges
(San Diego
County Water
Authority)
CA Water 2 yrs. Transmission
Pipeline $35M
Laredo TX Water 10 yrs. 40 MGD $70M
Laredo TX Wastewater 10 yrs. 25 MGD $50M
Lawrence MA Water 20 yrs. 15 MGD $120M
Lynn (LWSC) MA Wastewater 20 yrs. 25 MGD $110M
Lynn (LWSC) MA Wastewater
(CSO) 5 yrs. 25 MGD $40M
Malibu CA Water 10 yrs. 2 MGD $10M
Maple Shade NJ Water 2 yrs. 5 MGD $30M
8-3
3801123.2 001092 MRK
PROJECT
EXPERIENCE
PROFILE
SERVICES AGGREGATED
UNDER PRIVATE
MANAGEMENT
WATER AND
WASTEWATER
SECTOR
DESIGN/BUILDOPERATE/MAINTAINREPAIR/REPLACERESIDUALS DISPOSALCOLLECTION/DISTRIBUTIONFINANCINGCITY/
REGION/
AUTHORITY
STATE/
NATION
INDUSTRY
SECTOR
CONTRACT
TERM PROJECT SIZE
CONTRACT
VALUE
Monroe
County NY Residuals 20 yrs. 50 WTPD $20M
Monterey (Cal-
Am Water) CA Water 3 yrs. 10 MGD $90M
Nashville TN Residuals 5 yrs. 200 WTPD $100M
Naugatuck CT Wastewater 20 yrs. 10 MGD $100M
Newport RI Wastewater 20 yrs. 10 MGD $100M
Pacifica CA Wastewater 20 yrs. 5 MGD $10M
Palos Verdes CA Water 5 yrs. Pipeline $50M
Phoenix AZ Water &
Wastewater
Phoenix
(GAC) AZ Water 20 yrs. GAC
Treatment $50M
Phoenix (Lake
Pleasant) AZ Water 20 yrs. 80 MGD $200M
Pima County
(Roger Road) AZ Wastewater 20 yrs. 30 MGD $250M
Providence
(NBC) RI Wastewater 5 yrs. 40 MGD $20M
Rockland
County NY Residuals 10 yrs. 100 WTPD $50M
Rockland
County NY Wastewater 20 yrs. 5 MGD $60M
Sacramento
(SRCSD) CA Residuals 20 yrs. 80 WTPD $60M
San Antonio
(SAWS) TX Water 30 yrs. 45 MGD $3.4B
San Antonio
(SAWS) TX Water 2 yrs. 20 MGD $150M
San Antonio
(SAWS) TX Water 5 yrs. 20 MGD $120M
San Diego CA Residuals 20 yrs. 200 WTPD $80M
San Diego
(Otay Mesa) CA Water 10 yrs. 40 MGD $50M
San Diego
(San Pasqual) CA Water 20 yrs. 15 MGD $30M
San Diego
(South Bay) CA Water 20 yrs. 30 MGD $80M
San Jose CA Water 20 yrs. 15 MGD $125M
San Jose CA Residuals 3 yrs. 167 MGD $65M
San Jose Water
Company CA Water 3 yrs. 30 MGD $65M
San Juan
Capistrano CA Water 20 yrs. 5 MGD $50M
San Marcos TX Water 5 yrs. 5 MGD $20M
San Marcos TX Wastewater 5 yrs. 5 MGD $20M
8-4
3801123.2 001092 MRK
PROJECT
EXPERIENCE
PROFILE
SERVICES AGGREGATED
UNDER PRIVATE
MANAGEMENT
WATER AND
WASTEWATER
SECTOR
DESIGN/BUILDOPERATE/MAINTAINREPAIR/REPLACERESIDUALS DISPOSALCOLLECTION/DISTRIBUTIONFINANCINGCITY/
REGION/
AUTHORITY
STATE/
NATION
INDUSTRY
SECTOR
CONTRACT
TERM PROJECT SIZE
CONTRACT
VALUE
Santa Fe NM Water 2 yrs. 15 MGD $150M
Sarasota
County FL Residuals 20 yrs. 100 WTPD $20M
Seattle (Tolt
River) WA Water 20 yrs. 120 MGD $100M
Southern
Nevada Water
Authority
NV Water 2 yrs. Transmission
Pipeline $30M
Southold NY Residuals 20 yrs. 5 WTPD $25M
Spokane WA Wastewater 20 yrs. 8 MGD $100M
Springfield MA Wastewater 20 yrs. 40 MGD $300M
Stockton CA Wastewater 20 yrs. 75 MGD $350M
Stockton CA Water 20 yrs. 75 MGD $20M
Southern
California
Water
Replenishment
District
CA Water 18 MGD
Tacoma WA Wastewater 3 yrs. 60 MGD $80M
Tampa FL Water 20 yrs. 40 MGD $100M
Trinity River
Authority TX Wastewater 3 yrs. 160 MGD $160M
Twin Oaks
(San Diego
County Water
Authority)
CA Water 15 yrs. 100 MGD $250M
Warren
Township NJ Wastewater 5 yrs. 2 MGD $3M
Washington
Borough NJ Wastewater 15 yrs. 2 MGD $25M
Washington
Suburban
Sanitary
Commission
MD Residuals 45 DTPD $100M
Waterbury CT Wastewater 50 yrs. 16 MGD $5M
West Palm
Beach FL Wastewater 5 yrs. 15 MGD $25M
Wilsonville OR Wastewater 20 yrs. 6 MGD $60M
Woodland-
Davis CA Water 15 yrs. 30 MGD $200M
Puerto Rico Projects
Island-Wide PR Water 10 yrs. 500 MGD $2B
Island-Wide PR Wastewater 10 yrs. 500 MGD $2B
Island-Wide PR Residuals 10 yrs. 1,000 WTPD $50M
8-5
3801123.2 001092 MRK
PROJECT
EXPERIENCE
PROFILE
SERVICES AGGREGATED
UNDER PRIVATE
MANAGEMENT
WATER AND
WASTEWATER
SECTOR
DESIGN/BUILDOPERATE/MAINTAINREPAIR/REPLACERESIDUALS DISPOSALCOLLECTION/DISTRIBUTIONFINANCINGCITY/
REGION/
AUTHORITY
STATE/
NATION
INDUSTRY
SECTOR
CONTRACT
TERM PROJECT SIZE
CONTRACT
VALUE
U.S. Air Force Projects
Andrews AFB MD Water &
Wastewater
Bangor ANGB ME Water &
Wastewater
Martin State
ANGB MD Wastewater
McGuire AFB NJ Water &
Wastewater
Minneapolis
ARS NM Water &
Wastewater
Youngstown
ARS OH Water &
Wastewater
U.S. Navy Projects
60 Eastern
U.S. Naval
Bases
Eastern
USA
Water &
Wastewater
Naval Air
Station (NAS)
Patuxent River
MD Water &
Wastewater 50 yrs. $35M
Great Lakes
Naval Training
Center
IL Water &
Wastewater 25 yrs. $2.4M
Public Works
Center (PWC)
and NAS
Norfolk
VA Water &
Wastewater
International Projects
Guayaquil Ecuador Wastewater 20 yrs. 20 MGD $75M
Juarez Mexico Wastewater 25 yrs. 40 MGD $70M
3801123.2 001092 MRK
PART 9
PUBLIC CONTRACTS AND INFRASTRUCTURE GROUP
EXPERIENCE CHARTS FOR SOLID WASTE PROJECTS
9-1
3801123.2 001092 MRK
PART 9
PUBLIC CONTRACTS AND INFRASTRUCTURE GROUP
EXPERIENCE CHARTS FOR
SOLID WASTE PROJECTS
The following charts profile Hawkins Delafield & Wood LLP's experience as contract counsel and finance
counsel to local, state and federal governments in project procurements for the solid waste sector. The projects
listed include both completed and deferred transactions, and current, ongoing representation. Contract value
amounts are approximate..
PROJECT
EXPERIENCE
PROFILE
QUALIFICATIONS
SUMMARY
SOLID
WASTE
SECTOR
PRIVATE SECTOR
SERVICES
HD&W
ROLE
WATER HAULINGDESIGN/BUILD/OPERATEOWN/FINANCECONTRACT COUNSELFINANCIAL COUNSELNUMBER OF
PROJECTS
NUMBER OF
STATES
INDUSTRY
SECTOR
CONTRACT
YEARS PROJECT SIZE
CONTRACT
VALUE
8 4 Compost 9 8 2 8 1 125 3,500 TPD $1.635 B
3 2 Hazardous
Waste 0 3 0 3 2 15 165 TPD $100 M
27 10 Landfill 18 9 0 23 8 270 30,800 TPD $3.145 B
7 4 Landfill Gas
Co-Gen 0 6 6 7 0 115 Gas Co-Gen $245 M
25 10 Materials
Recovery 1 25 9 22 13 265 13,850 TPD $2.435 B
1 1 Medical
Waste 0 1 1 0 1 20 50 TPD $100 M
14 3 Hauling and
Disposal 14 0 0 14 0 250 8,650 TPD $4.795 B
59 17
Res.
Rec/Alt.
Tech.
1 59 42 50 45 1,080 56,650 TPD $23.640 B
1 1 Recycling
Facility 0 1 1 1 0 5 150 TPD $25 B
8 5 Transfer
Station 5 4 1 7 2 55 5,600 TPD $495 M
151 25* Total 39 115 61 113 72 2,180 119,365 TPD $36.615 B
Hawkins Delafield & Wood LLP is a founding sponsor of the Municipal Waste Management Association of the
United States Conference of Mayors; a member of the Solid Waste Management Association of North America
and the Design-Build Institute of America.
*Several states have multiple projects.
9-2
3801123.2 001092 MRK
PROJECT
EXPERIENCE
PROFILE
QUALIFICATIONS
SUMMARY
SOLID
WASTE
SECTOR
PRIVATE SECTOR
SERVICES
HD&W
ROLE
WATER HAULINGDESIGN/BUILD/OPERATEOWN/FINANCECONTRACT COUNSELFINANCIAL COUNSELCITY/
REGION
STATE
NATION ASSET TYPE
CONTRACT
YEARS PROJECT SIZE
CONTRACT
VALUE
Anaheim CA Transfer
Station 15 yrs. 500 TPD $100M
Arecibo PR Landfill 20 yrs. 500 TPD $75 M
Arecibo PR Transfer
Station 5 yrs. 100 TPD $10 M
Babylon PR Res. Rec./
Alt. Tech. 20 yrs. 750 TPD $900 M
Bergen County NJ Landfill 5 yrs. 1,000 TPD $200 M
Bergen County NJ Materials
Recovery 20 yrs. 1,500 TPD $190 M
Biddeford ME Res. Rec./
Alt. Tech. 20 yrs. 600 TPD $200 M
Blackstone
Valley RI Res. Rec./
Alt. Tech. 20 yrs. 750 TPD $200 M
Bridgeport CT Materials
Recovery 10 yrs. 200 TPD $30 M
Bridgeport CT Res. Rec./
Alt. Tech. 20 yrs. 1,800 TPD $600 M
Bridgeport CT Res. Rec./
Alt. Tech. 20 yrs. 2,000 TPD $800 M
Bristol CT Res. Rec./
Alt. Tech. 20 yrs. 600 TPD $250 M
Broome
County NY Res. Rec./
Alt. Tech. 20 yrs. 500 TPD $250 M
Buenos Aires ARG Landfill 20 yrs. 300 TPD $100 M
Burlington
County NJ Compost 10 yrs. 300 TPD $100 M
Clatskaine OR
Materials
Recovery
(Paper)
5 yrs. 300 TPD $70 M
Clarkstown NY Transfer
Station 10 yrs. 500 TPD $90 M
Culver City CA Landfill 10 yrs. 200 TPD $30 M
Cumberland
County NJ Landfill Gas
Co-Gen 20 yrs. Gas Co-Gen $50 M
Dutchess
County NY Res. Rec./
Alt. Tech. 20 yrs. 400 TPD $200 M
9-3
3801123.2 001092 MRK
PROJECT
EXPERIENCE
PROFILE
QUALIFICATIONS
SUMMARY
SOLID
WASTE
SECTOR
PRIVATE SECTOR
SERVICES
HD&W
ROLE
WATER HAULINGDESIGN/BUILD/OPERATEOWN/FINANCECONTRACT COUNSELFINANCIAL COUNSELCITY/
REGION
STATE
NATION ASSET TYPE
CONTRACT
YEARS PROJECT SIZE
CONTRACT
VALUE
East End (LI)
Towns NY Compost 20 yrs. 300 TPD $160 M
Eastern/
Central CT Res. Rec./
Alt. Tech. 20 yrs. 550 TPD $250 M
Flathead
County MT Landfill Gas
Co-Gen 15 yrs. Gas Co-Gen $15 M
Frederick
County MD Res. Rec./
Alt. Tech. 20 yrs. 1,500 TPD $300 M
Fresno CA Compost 20 yrs. 600 TPD $350 M
Fort Worth TX Landfill 20 yrs. 500 TPD $100 M
Gorham ME Res. Rec./
Alt. Tech. 5 yrs. 500 TPD $20 M
Halifax CAN Res. Rec./
Alt. Tech. 20 yrs. 500 TPD $300 M
Harford
County MD Res. Rec./
Alt. Tech. 20 yrs. 1,500 TPD $300 M
Hamden
(SCCWA) CT Hazardous
Waste 5 yrs. 5 TPD $5 M
Hempstead NY Res. Rec./
Alt. Tech. 20 yrs. 1,500 TPD $500 M
Hempstead NY Res. Rec./
Alt. Tech. 20 yrs. 2,000 TPD $900 M
Hawaii
County HI Res. Rec./
Alt. Tech. 20 yrs 300 TPD $100 M
Honolulu HI Res. Rec./
Alt. Tech. 20 yrs. 2,000 TPD $1,100 M
Housatonic
Valley CT Res. Rec./
Alt. Tech. 20 yrs. 600 TPD $220 M
Hudson
County NJ Res. Rec./
Alt. Tech. 5 yrs. 1,500 TPD $200 M
Huntington NY Landfill 5 yrs. 750 TPD $75 M
Huntington NY Res. Rec./
Alt. Tech. 20 yrs. 750 TPD $500 M
Huntington NY Materials
Recovery 20 yrs. 100 TPD $75 M
Imperial CA
Res. Rec./
Alt.
Tech.
(Biomass)
25 yrs. 250 TPD $50 M
Indio CA Transfer
Station 5 yrs. 200 TPD $20 M
9-4
3801123.2 001092 MRK
PROJECT
EXPERIENCE
PROFILE
QUALIFICATIONS
SUMMARY
SOLID
WASTE
SECTOR
PRIVATE SECTOR
SERVICES
HD&W
ROLE
WATER HAULINGDESIGN/BUILD/OPERATEOWN/FINANCECONTRACT COUNSELFINANCIAL COUNSELCITY/
REGION
STATE
NATION ASSET TYPE
CONTRACT
YEARS PROJECT SIZE
CONTRACT
VALUE
Islip NY Res. Rec./
Alt. Tech. 20 yrs. 400 TPD $200 M
Jacksonville FL Landfill 5 yrs. 5,000 TPD $100 M
Jefferson
County TX
Materials
Recovery
(Paper)
25 yrs. 300 TPD $50 M
Jersey City NJ Hauling and
Disposal 5 yrs. 300 TPD $25 M
Johnston RI Res. Rec./
Alt. Tech. 5 yrs. 750 TPD $200 M
Kern County CA Landfill 5 yrs. 750 TPD $20 M
Kauai County HI Res. Rec./
Alt. Tech. 20 yrs. 200 TPD $125 M
Lawrence-
Haverhill MA Res. Rec./
Alt. Tech. 20 yrs. 1,000 TPD $550 M
Los Angeles CA Res. Rec./
Alt. Tech. 20 yrs. 2,000 TPD $800 M
Madera
County CA Landfill 10 yrs. 200 TPD $10 M
Marion
County OR Res. Rec./
Alt. Tech. 20 yrs. 550 TPD $225 M
Mid- Conn
(Hartford) CT Materials
Recovery 5 yrs. 200 TPD $25 M
Mid-Conn
(Hartford) CT Res. Rec./
Alt. Tech. 5 yrs. 2,000 TPD $400 M
Midstate
(Middletown) CT Res. Rec./
Alt. Tech. 20 yrs. 300 TPD $120 M
Mojave Desert CA Materials
Recovery 10 yrs. 500 TPD $20 M
Monmouth
County NJ Materials
Recovery 10 yrs. 1,000 TPD $90 M
Monmouth
County NJ Res. Rec./
Alt. Tech. 20 yrs. 1,300 TPD $700 M
Monmouth
County NJ Landfill Gas
Co-Gen 15 yrs. Gas Co-Gen $15 M
Monmouth
County NJ Hauling and
Disposal 5 yrs. 100 TPD $20 M
Monmouth
County NJ Recycling
Facility 5 yrs. 150 TPD $25 M
Monroe
County NY Materials
Recovery 10 yrs. 300 TPD $45 M
9-5
3801123.2 001092 MRK
PROJECT
EXPERIENCE
PROFILE
QUALIFICATIONS
SUMMARY
SOLID
WASTE
SECTOR
PRIVATE SECTOR
SERVICES
HD&W
ROLE
WATER HAULINGDESIGN/BUILD/OPERATEOWN/FINANCECONTRACT COUNSELFINANCIAL COUNSELCITY/
REGION
STATE
NATION ASSET TYPE
CONTRACT
YEARS PROJECT SIZE
CONTRACT
VALUE
Monroe
County NY Compost 10 yrs. 300 TPD $55 M
Montgomery
County MD Res. Rec./
Alt. Tech. 20 yrs. 2,000 TPD $1,100 M
Montgomery
County MD Materials
Recovery 5 yrs. 500 TPD $35 M
Montgomery
County OH Res. Rec./
Alt. Tech. 5 yrs. 500 TPD $25 M
Montreal
Region CAN Res. Rec./
Alt. Tech. 20 yrs. 2,000 TPD $800 M
Montreal
Region CAN Materials
Recovery 10 yrs. 300 TPD $50 M
Morris
County NJ Transfer
Station 5 yrs. 1,200 TPD $100 M
Mountain
View CA Landfill 5 yrs. 150 TPD $20 M
Nashville TN Landfill Gas
Co-Gen 20 yrs. Gas Co-Gen $25 M
Nashville TN Hauling and
Disposal 20 yrs 500 TPD $100 M
Naugatuck
Valley CT Res. Rec./
Alt. Tech. 20 yrs. 400 TPD $175 M
New Hanover
County NC Res. Rec./
Alt. Tech. 15 yrs. 700 TPD $150 M
New Haven CT Res. Rec./
Alt. Tech. 20 yrs. 400 TPD $160 M
New London
County CT
Materials
Recovery
(Paper)
5 yrs. 300 TPD $40 M
New York
(Bronx) NY Medical
Waste 20 yrs. 50 TPD $100 M
New York
(Bronx) NY Res. Rec./
Alt. Tech. 20 yrs. 1,000 TPD $225 M
New York
(Bronx) NY Materials
Recovery 20 yrs. 500 TPD $150 M
New York
(Bronx) NY
Rail
Hauling and
Disposal
20 yrs. 1,500 TPD $900 M
New York
(Bronx) NY
Rail
Hauling and
Disposal
20 yrs. 500 TPD $300 M
New York
(Brooklyn) NY Res. Rec./
Alt. Tech. 20 yrs. 3,000 TPD $1,200 M
9-6
3801123.2 001092 MRK
PROJECT
EXPERIENCE
PROFILE
QUALIFICATIONS
SUMMARY
SOLID
WASTE
SECTOR
PRIVATE SECTOR
SERVICES
HD&W
ROLE
WATER HAULINGDESIGN/BUILD/OPERATEOWN/FINANCECONTRACT COUNSELFINANCIAL COUNSELCITY/
REGION
STATE
NATION ASSET TYPE
CONTRACT
YEARS PROJECT SIZE
CONTRACT
VALUE
New York
(Brooklyn) NY Materials
Recovery 5 yrs. 600 TPD $50 M
New York
(Brooklyn) NY
Rail
Hauling and
Disposal
20 yrs. 500 TPD $300 M
New York
(Brooklyn) NY
Rail
Hauling and
Disposal
20 yrs. 500 TPD $300 M
New York
(Brooklyn) NY
Barge
Hauling and
Disposal
20 yrs. 500 TPD $300 M
New York
(Brooklyn) NY
Barge
Hauling and
Disposal
20 yrs. 500 TPD $300 M
New York
(Manhattan) NY Hauling and
Disposal 20 yrs. 500 TPD $300 M
New York
(Manhattan) NY
Barge
Hauling and
Disposal
20 yrs. 750 TPD $450 M
New York
(Queens) NY
Rail
Hauling and
Disposal
20 yrs. 1,000 TPD $600 M
New York
(Queens) NY
Barge
Hauling and
Disposal
20 yrs. 500 TPD $300 M
New York
(Staten Island) NY
Materials
Recovery
(Paper)
5 yrs. 500 TPD $80 M
New York
(Staten Island) NY
Rail
Hauling and
Disposal
20 yrs. 1,000 TPD $600 M
Newport
Beach CA Landfill 5 yrs. 500 TPD $40 M
Niagara
County NY Res. Rec./
Alt. Tech. 20 yrs. 2,000 TPD $1,000 M
North County NY Landfill 5 yrs. 300 TPD $20 M
North
Hempstead NY Transfer
Station 5 yrs. 1,000 TPD $50 M
North
Hempstead NY Res. Rec./
Alt. Tech. 20 yrs. 750 TPD $350 M
Northampton
County PA Res. Rec./
Alt. Tech. 20 yrs. 600 TPD $250 M
Oklahoma
County OK Res. Rec./
Alt. Tech. 5 yrs. 800 TPD $200 M
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PROJECT
EXPERIENCE
PROFILE
QUALIFICATIONS
SUMMARY
SOLID
WASTE
SECTOR
PRIVATE SECTOR
SERVICES
HD&W
ROLE
WATER HAULINGDESIGN/BUILD/OPERATEOWN/FINANCECONTRACT COUNSELFINANCIAL COUNSELCITY/
REGION
STATE
NATION ASSET TYPE
CONTRACT
YEARS PROJECT SIZE
CONTRACT
VALUE
Onondaga
County NY Res. Rec./
Alt. Tech. 20 yrs. 1,500 TPD $850 M
Onondaga
County NY Landfill 5 yrs. 1,000 TPD $90 M
Orange
County CA Landfill 20 yrs. 10,000 TPD $1,200 M
Orange
County CA Landfill 10 yrs. 2,000 TPD $200 M
Oxnard CA Materials
Recovery 10 yrs. 750 TPD $50 M
Pierce County WA
Materials
Recovery
(Paper)
5 yrs. 300 TPD $30 M
Pittsfield MA Res. Rec./
Alt. Tech. 20 yrs. 250 TPD $80 M
Redondo
Beach CA Landfill 5 yrs. 200 TPD $30 M
Riyadh Saudi
Arabia
Materials
Recovery 10 yrs. 1,000 TPD $100 M
Rockland
County NY Materials
Recovery 10 yrs. 200 TPD $50 M
Rockland
County NY Transfer
Station 5 yrs. 600 TPD $50 M
Rockland
County NY Compost 5 yrs. 300 TPD $60 M
Rockland
County NY
Materials
Recovery
(Upgrade)
5 yrs. 100 TPD $30 M
Sacramento
County CA Landfill 5 yrs. 500 TPD $50 M
Sacramento CA Materials
Recovery 20 yrs. 2,200 TPD $800 M
San
Bernardino CA Landfill 5 yrs. 1,500 TPD $100 M
San Diego CA Compost 20 yrs. 1,000 TPD $600 M
San Diego CA Landfill Gas
Co-Gen 20 yrs. Gas Co-Gen $80 M
San Diego CA Landfill 20 yrs. 1,500 TPD $300 M
San Diego
County CA Landfill 5 yrs. 1,500 TPD $100 M
San Juan PR Res. Rec./
Alt. Tech. 20 yrs. 1,000 TPD $400 M
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PROJECT
EXPERIENCE
PROFILE
QUALIFICATIONS
SUMMARY
SOLID
WASTE
SECTOR
PRIVATE SECTOR
SERVICES
HD&W
ROLE
WATER HAULINGDESIGN/BUILD/OPERATEOWN/FINANCECONTRACT COUNSELFINANCIAL COUNSELCITY/
REGION
STATE
NATION ASSET TYPE
CONTRACT
YEARS PROJECT SIZE
CONTRACT
VALUE
San Juan PR Res. Rec./
Alt. Tech. 20 yrs. 1,000 TPD $500 M
Santa Cruz
County CA Materials
Recovery 10 yrs. 300 TPD $50 M
Santa Cruz
County CA Landfill 5 yrs. 350 TPD $50 M
Seattle WA Transfer
Station 5 yrs. 1,500 TPD $75 M
Shelton CT Landfill 5 yrs. 500 TPD $10 M
Somerset
County NJ Materials
Recovery 10 yrs. 750 TPD $160 M
South Central CT Hazardous
Waste 5 yrs. 10 TPD $20 M
Southeastern CT Landfill 5 yrs. 300 TPD $20 M
Southeastern CT Res. Rec./
Alt. Tech. 20 yrs. 600 TPD $500 M
Southold NY Compost 20 yrs. 100 TPD $60 M
Spokane WA Transfer
Station 20 yrs 3,000 TPD $100 M
Springfield MA Res. Rec./
Alt. Tech. 20 yrs. 350 TPD $150 M
Springfield MO Compost 20 yrs. 600 TPD $250 M
St. Louis MO Res. Rec./
Alt. Tech. 20 yrs. 750 TPD $300 M
Stanislaus
County CA Res. Rec./
Alt. Tech. 20 yrs. 800 TPD $400 M
Sterling CT
Res. Rec./
Alt. Tech.
(Tires)
5 yrs. 200 TPD $60 M
Stratford CT Res. Rec./
Alt. Tech. 20 yrs. 600 TPD $350 M
Syracuse NY Res. Rec./
Alt. Tech. 20 yrs. 750 TPD $350 M
Tacoma WA Landfill 5 yrs. 200 TPD $20 M
Taunton MA Res. Rec./
Alt. Tech. 20 yrs. 500 TPD $180 M
Taylorsville GA Hazardous
Waste 5 yrs. 150 TPD $75 M
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PROJECT
EXPERIENCE
PROFILE
QUALIFICATIONS
SUMMARY
SOLID
WASTE
SECTOR
PRIVATE SECTOR
SERVICES
HD&W
ROLE
WATER HAULINGDESIGN/BUILD/OPERATEOWN/FINANCECONTRACT COUNSELFINANCIAL COUNSELCITY/
REGION
STATE
NATION ASSET TYPE
CONTRACT
YEARS PROJECT SIZE
CONTRACT
VALUE
Thousand
Oaks CA Landfill 10 yrs. 300 TPD $100 M
Tracy CA Materials
Recovery 10 yrs. 150 TPD $25 M
Tulsa OK Res. Rec./
Alt. Tech. 20 yrs. 750 TPD $300 M
Ulster County NY Landfill 5 yrs. 300 TPD $40 M
Union County NJ Res. Rec./
Alt. Tech. 20 yrs. 1,400 TPD $800 M
Ventura CA Materials
Recovery 10 yrs. 1,000 TPD $140 M
Virgin Islands VI Res. Rec./
Alt. Tech. 20 yrs. 500 TPD $225 M
Wake County NC Landfill 5 yrs. 500 TPD $50 M
Wallingford CT Res. Rec./
Alt. Tech. 20 yrs. 350 TPD $300 M
Warren/
Washington
Counties
NY
Res. Rec./
Alt. Tech. 20 yrs. 500 TPD $200 M
Warren
County NJ Landfill Gas
Co-Gen 20 yrs. Gas Co-Gen $75 M
Waterbury CT Landfill 50 yrs. 200 TPD $5 M
Westchester
County NY Res. Rec./
Alt. Tech. 20 yrs. 2,000 TPD $750 M
3801123.2 001092 MRK
PART 10
SOCIAL INFRASTRUCTURE PROJECT EXPERIENCE AND PROFILES
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PART 10
SOCIAL INFRASTRUCTURE PROJECT EXPERIENCE AND PROFILES
Social Infrastructure Sector – Industry Leader. In the social infrastructure (or public
buildings) sector, Hawkins has developed and maintains one of the leading legal advisory
practices in the United States for projects procured on an alternating delivery or P3 basis. The
firm has, for more than a decade, served as special counsel to governmental owners on a
significant number of public building procurements. Our record of service for social
infrastructure alternative delivery and P3 projects includes court buildings, police headquarters,
consolidated laboratories and schools.
Social Infrastructure Sector – Practice Scale. Hawkins is one of a limited number of
law firms in the country that has committed itself to a specialized owner-side procurement
counsel practice in the social infrastructure sector. We work with many of the major consulting
engineering, architectural and other advisory firms practicing in the public buildings field; have
negotiated and reviewed design-build, CMAR, and design-build-finance-operate-maintain (P3),
agreements with many of the major public building contractors and design-builders; and are
active contributors to many of the major social infrastructure industry forums, including DBIA
and the Performance-Based Buildings Coalition, of which Hawkins is a founding member.
Social Infrastructure Sector – National Experience. Hawkins served or is currently
serving as lead counsel to the governmental owner for the first major social infrastructure
projects undertaken in California, New York, Maryland and Texas using alternative delivery or
P3 procurements. These include New York’s $1,500,000,000 Jacob K. Javits Convention Center
Expansion project, procured on a lump sum design-build basis and currently under
construction. Our firm also served as lead counsel to the State of California on the successfully
completed $400 million New Long Beach Court Building P3 Project, now constructed and in
operation. Long Beach was the seminal design-build-finance-operate-maintain (P3) social
infrastructure project in America and won a Bond Buyer deal of the year award. Hawkins
currently represents the State of New York, through the Dormitory Authority of the State of New
York, on a $600 million project to consolidate and modernize the State’s central laboratory
facilities complex. The lab project was originally evaluated and planned as a P3, and is now
being undertaken on a design-build basis. The firm also represented the City of Houston, Texas
as lead counsel on the first major P3 social infrastructure project in Texas, the Houston Justice
Complex for the City’s Police Department Headquarters and municipal courts. In addition, we
represented Travis County, Texas on its planned $300 million Civil and Family Courthouse P3
Project, extensively reviewing P3 and design-build project delivery options through a business
case and value for money study. Our P3 social infrastructure project municipal clients also
include Howard County, Maryland, currently procuring a $150 million court building on a
design-build-finance-operate-maintain basis.
Hawkins has served as lead counsel to public agency project owners on a large number
of public buildings project procurements. These include DB, DBOM, DBFOM (P3) and CMAR
transactions. Brief profiles of selected transactions are provided below.
SOCIAL INFRASTRUCTURE P3 AND DESIGN-BUILD PROJECTS
California (State Administrative Office of the Courts) – New Long Beach Court
Building P3 Project (Design-Build-Finance-Operate-Maintain). Hawkins served as lead counsel
to the State of California (Judicial Council of California, Administrative Office of the Courts) from
2007 to 2010 for the $400 million New Long Beach Court Building. This project was a
groundbreaking P3 project for the State, and a landmark event in P3 development of social
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infrastructure in the United States. Hawkins was the legal architect of the transaction. Our
firm was centrally involved in the statutorily-required assessment of whether DBFO (P3) or
traditional design-bid-build should be selected as the project delivery method, and in the
extensive discussions with the State’s Department of Finance about this novel approach in order
to secure the DOF’s formal approval of the project and the project agreement. Hawkins also
participated centrally in the drafting of the RFQ and RFP; in the review of the submittals that
the State received in response to each; and in the selection of the most advantageous proposer.
Finally, our firm drafted the DBFO project agreement and related project and security
documents, and led the State’s negotiating team over the 10-month negotiating period.
Commercial and financial close both took place in December 2010. Ground was broken in April
2011, and completion and occupancy occurred in late 2013. At the invitation of the Chief Justice
of the State of California, Hawkins made a presentation on the P3 project to the Judicial Counsel
of California, the 25 member judicial policy and court system oversight body established by the
State Constitution. The project company with which the project agreement was signed was
formed and led by Meridiam Infrastructure, which invested the equity. The design-builder was
Clark Design-Build; AECOM was the architect; and the facilities manager Johnson Controls.
BNP Paribas led the 6-bank European lending consortium, which made taxable bank loans to
the project company to finance the project. Hawkins led the negotiations with each of those
companies and their counsel. Private Contractor: Long Beach Judicial Partners.
New York State Empire State Development - Javits Convention Center Expansion
Project (Design-Build). Hawkins served as owner’s lead procurement and contract counsel for
the $1,500,000,000 Jacob K. Javits Convention Center expansion project. The project was
procured on a competitive proposal basis using the firm fixed price design-build project delivery
method. In its capacity as legal advisor to the New York Convention Center Development
Corporation, ESD and its legal department, the firm drafted the request for qualifications, the
request for proposals, and the design-build contract and related appendices, and assisted in the
contract negotiation and proposal evaluation processes, working closely with leading state
officials responsible for alternative project delivery. The Javits expansion project was the first
major public building procurement undertaken in New York on a design-build basis, as the State
continues to expand its use of alternative project delivery for public works. The Javits expansion
project will be certified LEED silver, and includes a truck marshaling facility for 220 trucks;
90,000 square feet of new exhibit space; 45,000 square feet of state of the art meeting room
space; a 55,000 square feet ballroom; a green roof terrace and pavilion accommodating 1,500
people for outdoor events; 27 new loading docks; and new kitchen and food service areas and
back-of-house and administrative space. The Javits Center is the busiest convention center in
the United States and hosts ore than 175 events annually. Private Contractor: Lend Lease –
Turner Joint Venture.
Howard County, Maryland – Court Building Project (Design-Build-Finance-Operate-
Maintain-P3). In Maryland, our firm represents Howard County, Maryland as lead legal advisor
on the County’s planned 230,000 square feet new 8-set courthouse and parking structure P3
project, designed to replace its existing 150 year-old courthouse. The Howard County
courthouse, the first P3 public building project in the State, attracted intense interest from well-
qualified teams seeking to build the social infrastructure P3 market in the United States.
Hawkins, serving as lead counsel, played a central role in confirming the selection of P3 as the
preferred delivery method and in structuring the transaction, and had drafting responsibility for
the request for qualifications and request for proposals. We also drafted and negotiated the P3
project agreement and appendices and led the negotiations in individual meetings with the three
prequalified P3 teams. Private Contractor: Pending.
San Francisco, California – Citywide Fiber Optic Broadband Project (Design-Build-
Finance-Operate-Maintain). Hawkins is serving as owner’s lead counsel for the City and County
of San Francisco in procuring a new city-wide fiber optic broadband project using the design-
build-finance-operate-maintain delivery method. The innovative $1.5 billion project will provide
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gigabit speed internet services to all residences and business in San Francisco. We are working
with the City to address development, financing, revenue generation, ISP leasing, performance
guarantee and use and disposition of current assets structuring issues in the process of
advancing the RFQ, RFP and project agreement drafting and project implementation process.
Private Contractor: Pending.
Houston, Texas – Justice Complex Project (Design-Build-Finance-Operate-Maintain).
In Texas, Hawkins served as lead legal advisor to the City of Houston in the State’s first proposed
social infrastructure P3 project. The Houston Justice Complex will be a one million square foot,
$500+ million downtown building for the Houston Police Department and the City’s municipal
courts, replacing aging and undersized facilities. Our responsibilities included assistance with
confirming the P3 project delivery method selection, RFP drafting, and financing plan
development, as well as drafting the project agreement, lease and related documents and
organizing and advising financial commercial and financial close. Private Contractor: Deferred.
New York State Dormitory Authority – Consolidated State Laboratory Project
(Design-Build/P3). Hawkins represents the New York State Department of Health (through the
Dormitory Authority of the State of New York, NYSDOH’s lead consultant) as lead legal advisor
on New York’s second large scale social infrastructure project delivered on a P3 or design-build
basis. The $600+ million new laboratory facility will consolidate several existing older DOH-
operated labs in the Albany area requiring upgrades and modernization into a single state-of-
the-art laboratory complex. Hawkins drafted the special legislation required for the project,
which was originally planned as a P3 project and has been reconstituted for procurement on a
design-build basis. Our legal advisory responsibilities include assistance as to project delivery
method selection; review of real estate, labor and environmental issues; participation in RFQ and
RFP preparation and contractor selection; and project agreement, lease and financing agreement
drafting and negotiation. Private Contractor: Pending.
New York State Dormitory Authority - Comptroller’s Building (Design-Build).
Hawkins acted as counsel to the Dormitory Authority of the State of New York (DASNY) in its
capacity as developer of the State Comptroller’s Building on State Street in Albany, New York.
In addition to financing the development through the issuance of tax-exempt bonds, DASNY was
charged, by special legislation, with the role of acquiring the site, entering into a design-build
agreement with a private developer, coordinating design with relevant State agencies and
departments, and overseeing construction. The firm’s role included participating in the initial
planning of the development process, sequence and financing structure, preparation of the
contracts of sale for the acquisition of the site, participation in the negotiation of a project
management agreement among the involved State agencies, participation in the negotiation of
the design-build agreement, participation in the negotiation of the condominium plan to which
the building was subjected in order to facilitate a financing with multiple series of bonds payable
from different revenue streams, and negotiation and preparation of an installment sale
agreement for one of the condominium units.
Travis County, Texas - New Courthouse (P3/Design-Build). Hawkins represented
Travis County, Texas in connection with the County’s business case and value for money study
of P3 and alternative project delivery approaches to the development of its new family and civil
courthouse, teamed with Ernst and Young. Our firm prepared a full memorandum of law
addressing procurement, contract and finance issues and options in connection with the project,
and assisted in review and determination of appropriate alternative delivery methods. The
County selected either DB or DBFO (P3) as the preferred methods, and ultimately determined to
procure the project using a design-build procurement approach.
New York City School Construction Authority- Coal Fired Boilers Replacement
Project (Design-Build-Finance-Operate-Maintain). Hawkins served as lead counsel to the New
York City School Construction Authority in connection with a major program to replace aging
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coal-fired boilers in more than 100 New York city public schools. Our work included crafting a
workable competitive proposal procurement approach under current law; RFQ and RFP drafting;
and drafting and negotiating the P3 project agreement with the selected contract team. The
project was ultimately deferred, and implemented on a conventional basis.
New Jersey City University-Residence Hall Project (Design-Build-Finance-Operate-
Maintain). Hawkins served as lead special counsel to New Jersey City University in connection
with an innovative public-private partnership to construct a new residence hall for 425 students
on the University’s campus that will help anchor mixed use development at the site. Hawkins
assisted in the review and negotiation of the P3 project documents including a ground lease and
a management agreement. The project received the “New Jersey’s Leading Infrastructure Project
Award” from the New Jersey Alliance for Action.
New York City Economic Development Corporation Projects (Design-Build). Hawkins
was engaged by NYC EDC to assist in drafting template forms of RFQs, RFPs and contracts that
can be used for the implementation of design-build projects in the social infrastructure and
transportation sectors in New York City. Hawkins’ work was instrumental in assisting NYC EDC
in establishing a design-build program that will allow it to effectively facilitate the procurement
of future design-build projects. Our services include infrastructure workshops, best practices
presentations, and providing overviews on risk management, procurement basics, and terms and
conditions options.
Other Governmentally Sponsored Real Estate Projects
Military Housing P3 Projects. In collaboration with various of the U.S. military services,
Hawkins developed the prototype for the public-private partnership development of housing for
military personnel on military bases. These transactions, involving the ground lease of property
on military bases to a private developer and the creation of new housing units owned by the
developer, were financed by the issuance of privately placed corporate debt of the developer that
is to be repaid from federal housing subsidies and require intensive financing as well as real
estate and environmental expertise. Hawkins has executed these transactions throughout the
United States, and military housing transactions have been structured by Hawkins to provide
for offerings both stateside (Rule 144A) and in Europe (Regulation S). Some have been
accomplished with the assistance of conduit financing by governmental entities, such as the
creation of housing for Fort Hamilton, New York, financed by the issuance of bonds of the New
York City Housing Development Corporation. Our work on military housing P3’s includes the
creation of a model for financing apartment housing for single Navy sailors who are assigned to
a base when their ship is not deployed. The first of these transactions, involving the creation of
high-rise apartment housing in the San Diego Naval Complex, was awarded an “Innovative Deal
of the Year” by The Bond Buyer.
Battery Park City Commercial and Residential Development Projects. Battery Park
City is one of the most successful government-sponsored communities in the United States
combining planned commercial and residential development with parks and public open space.
In consultation with the City of New York, the Battery Park City Authority controls the planning,
infrastructure and site development of Battery Park City, a 92-acre neighborhood on the
southwest tip of Manhattan fronting the Hudson River. Hawkins participated in the planning of
Battery Park City from its conception in the 1960’s, to the drafting of its authorizing statute in
1968, to the drafting of its initial ground leases and its first tax-exempt bond issue in the early
1970’s, through to its most recent mega-financing on October 16, 2003. For 35 years Hawkins
has worked side-by-side with representatives of government and private sector developers to
achieve the paragon of public/private cooperation by devising legal structures that afford the
greatest flexibility to private sector developers in terms of financing sources and structures.
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Gallery Place and Mandarin Hotel Projects, Washington, D.C. Hawkins acted as
special transaction counsel to the District of Columbia in connection with two major
redevelopment projects that were subsidized with the proceeds of District tax increment
financings. The Gallery Place project is a mixed use development comprising retail, residential
office and entertainment components intended to spur the revitalization of the area around the
MCI Center in downtown Washington, D.C. The Mandarin project is the development of a five
star hotel in the Portals section of the District. In order to establish parameters for the District’s
funding of the subsidy and to ensure that the projects were timely completed and thereafter
operated in the manner upon which the subsidy was based, in each transaction Hawkins
negotiated a development agreement between the District and the private sector developers, as
well as interparty arrangements with the developers’ private equity investors and their
institutional lenders.
Stapleton International Airport (Denver) Mixed Use Redevelopment Project. The
former Stapleton International Airport, a 4,000 acre site, is being redeveloped by a subsidiary of
Forest City Enterprises in multiple phases as a mixed use community in accordance with an
overall master plan. Hawkins represented the underwriters in providing financing for the
development of the initial redevelopment trunk and in-tract infrastructure. The source of
repayment for the financing is the anticipated increment in sales and real property taxes
resulting from successful redevelopment. Accordingly, Hawkins’ role included the review and
analysis of both the extensive infrastructure development arrangements among various
governmental entities and the master developer, as well as the arrangements for the private
development by retailers and home builders that would be necessary for the project to generate
sufficient tax increments to service the debt.
Washington D.C. Mixed Use Development Project. Hawkins acted as counsel to the
construction lender and the purchaser of tax increment bonds issued by the purchaser of the
garage in a transaction involving the development of a 500,000 square foot retail and
entertainment center pursuant to a land disposition agreement between a District of Columbia
redevelopment agency and a private developer that involved establishment of condominium
ownership regime and purchase of a portion of the facility by a major big box retailer and the
purchase of the parking garage by a governmental entity.
3801123.2 001092 MRK
PART 11
TRANSPORTATION PROJECT EXPERIENCE AND PROFILES
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PART 11
TRANSPORTATION PROJECT EXPERIENCE AND PROFILES
Transportation Infrastructure Sector - Industry Leaders. In the transportation
sector, Hawkins has developed and maintains one of the leading legal advisory practices in the
United States for projects procured on an alternative delivery or P3 basis. The firm has, for two
decades, served as special counsel to governmental owners and as finance counsel to commercial
and governmental lenders and investment banking firms on a large number of transportation
project procurements. Our record of service for transportation sector alternative delivery and P3
projects includes highways, bridges and airports.
Transportation Sector – Practice Scale. Hawkins is one of a limited number of
law firms in the country that has committed itself to a specialized owner-side procurement
counsel and finance counsel practice in the transportation sector. We work with most of the
major consulting engineering and financial advisory firms practicing in the transportation field;
have negotiated and reviewed design-build, design-build-finance-operate, P3, concession and
lease agreements with many of the major transportation contractors, infrastructure developers
and airlines; and are active contributors to many of the major transportation industry forums,
including ARBTA, AASHTO and IBBTA. Several of the transportation projects in which we have
participated are recipients of industry awards for project excellence.
Transportation Sector – National Experience. Among the transportation
projects delivered or proposed to be delivered on an alternative delivery or P3 basis on which we
represent or have represented the public agency or the lenders are:
A-2 Autostrada (Poland)
I-4 Improvements (FL)
I-595 Corridor Improvements (FL)
Knik Arm Bridge (AK)
LaGuardia Airport Central Terminal (NY)
LBJ Expressway (TX)
MBTA Automated Fare Collection Project (MA)
MBTA Rail Line Signaling Project (MA)
MBTA Station Improvements Project (MA)
New Jersey Turnpike Concession (NJ)
North Tarrant Expressway (TX)
Port of Miami Tunnel (FL)
> RhodeWorks Statewide Bridge Reconstruction Program (RI)
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San Diego/Brown Field Cargo Airport (CA)
> SH 288 (TX)
Superstition Freeway Improvements (AZ)
Tren Urbano (PR)
WMATA (DC)
Hawkins is also, by a wide margin, the leading public finance firm in the
transportation sector. Since 2000, we have served as bond counsel and underwriters counsel
on over 400 issues of municipal bonds and notes valued at $90+ billion issued for transportation
and airport projects in more than 10 states, including:
> Arizona > New York
> Colorado > Oklahoma
> Connecticut > Rhode Island
> Hawaii > Tennessee
> Maine > Virginia
> New Jersey
P3 TRANSPORTATION PROJECTS
Massachusetts Bay Transportation Authority – Automated Fare Collection System
P3 and DB Projects (Design-Build-Finance-Operate-Maintain). In Massachusetts, Hawkins
served as lead counsel to the Massachusetts Bay Transportation Authority in connection with a
public-private partnership to design, implement, integrate, test, finance, operate, maintain and
manage an automated, account-based open fare collection system. The new system will replace
an aging fare collection system and will create a more efficient public transportation experience
by enabling riders to pay fares by tapping contactless bank cards, mobile phones or fare cards
across the entire transportation network. Our responsibilities include advising on the P3 project
delivery method, RFQ and RFP drafting, and assisting in the project agreement drafting,
negotiation and proposal evaluation processes. Project Contractor: Cubic and John Laing. The
firm also serves as owner’s lead counsel on a companion design-build procurement for
construction work related to the installation and functioning of the system integrator’s
equipment, systems and services. Project Contractor: Cubic and John Laing. The firm is also
advising MBTA on a companion design-build procurement for the construction of infrastructure
improvements required for the implementation of the system integrator’s equipment services.
Port Authority of New York and New Jersey – LaGuardia Central Terminal Building
P3 Project (Design-Build-Finance-Operate-Maintain). Hawkins served as lenders’ counsel on the
groundbreaking $2.4 billion financing ($4.0 billion total cost) for the complete demolition and
reconstruction of the central terminal building and related parking facilities, roadways and
infrastructure at LaGuardia Airport in New York City. The project was structured as a lease
transaction between the Port Authority of New York and New Jersey as lessor and a private entity,
LaGuardia Gateway Partners (sponsored by Meridiam Infrastructure, Vantage Airport Group and
Skanska, the equity providers), as lessee and was funded primarily with privately arranged
financing sold in the public tax-exempt debt markets. The private operator is responsible for
construction, operation and maintenance of the terminal, and for the repayment of the project
debt, primarily from revenues generated from airport and concession leases. Private Contractor:
LaGuardia Gateway Partners.
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Rhode Island Department of Transportation – RhodeWorks Statewide Bridge
Reconstruction Program (Truck Tolling and Design-Build-Maintain). Hawkins serves as special
counsel to the Rhode Island Department of Transportation (“RIDOT”) in connection with its
“RhodeWorks” program to help fund the reconstruction of numerous state bridges through the
tolling of large commercial trucks in accordance with federal law. In our role as special counsel,
we have advised RIDOT in the structuring of the RhodeWorks program (including structuring
considerations associated with procurement, contracting, and financing), assisted in the drafting
of the state authorizing legislation which was enacted by the State legislature in 2016, and
advised RIDOT as to the constitutional and other legal issues and litigation risks associated with
implementation of the program. RhodeWorks is expected to enable RIDOT to implement more
than $900 million in bridge reconstruction and repair through both traditional and alternative
project delivery means. The program includes a procurement of tolling gantries on a design-
build-maintain basis.
Massachusetts Bay Transportation Authority – Red Line and Orange Line Signal
Systems Upgrade Project (Design-Build). Hawkins is serving as lead counsel to the
Massachusetts Bay Transportation Authority in connection with the implementation of (1)
upgrades to the signaling systems for both the Red Line and Orange Line; (2) a signal replacement
project on a portion of the Red Line; and (3) wayside appurtenance work on a portion of the
Orange Line. This project is a part of the MBTA’s plan to implement major upgrades to its rail
system and will ensure safer signaling systems, provide more efficient operations for new trains,
and allow for remote operations from the MBTA operations control center. We worked with the
MBTA to draft the RFQ, the RFP and project agreement, assisted in the review and evaluation of
the statement of qualifications, and will be assisting in the process of reviewing and evaluating
proposals and negotiating the final contract. Project Contractor: Pending.
Oklahoma Turnpike Authority – Gilcrease Expressway West Project (Build-Finance).
Hawkins represents the Oklahoma Turnpike Authority (OTA) in connection with its
implementation of the Gilcrease Expressway West Project, a four lane divided, tolled highway,
including two bridges over the Arkansas River and an additional 20 bridges and interchanges,
on the west side of the City of Tulsa. This project was envisioned as part of the original Tulsa
region expressway master plan more than 50 years ago, and is vital to providing access and
connections for businesses and economic activity in the region and to providing a reliever route
for growing congestion concerns for travel into downtown Tulsa. Hawkins advised OTA in the
review of possible alternative project delivery methods before the build-finance approach was
selected. As OTA’s lead counsel, we are centrally involved in the RFQ and RFP preparation
process and the drafting and negotiation of the build-finance contract with the selected service
provider. Private Contractor: Pending.
Federal Highway Administration – TIFIA P3 Projects (Design-Build-Finance-Operate-
Maintain and Design-Build). We have served since 2008 on an ongoing basis as special counsel
to the Federal Highway Administration of the United States Department of Transportation in
connection with its Transportation Infrastructure Finance and Innovation Act (TIFIA) program
funding assistance for highway public-private partnerships. On behalf of the FHWA, we review
and comment upon the contract and financing documentation prepared by state and regional
transportation agencies for the development of new highways and other transportation facilities
under P3 and other alternative project delivery methods. Our work on each project includes P3
proposal evaluations; assessing draft P3 project agreements for financeability; preparing loan
term sheets; drafting and negotiating the TIFIA loan agreements, intercreditor agreements, and
related financing documentation; performing lender’s due diligence; and conducting financial
close in conjunction with the senior debt financing. In this capacity, Hawkins represented TIFIA
as lender’s counsel in the following P3 transportation projects:
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Washington Metro Area Transit Authority (Washington, D.C.). A capital
improvement program consisting of replacing vehicles and rehabilitating facilities and
equipment on rail and bus systems. TIFIA loan amount: $600 million.
Tren Urbano (Puerto Rico). A light rail project in the San Juan, Puerto Rico region.
TIFIA loan amount: $300 million. Private Contractor: Siemens AG.
Tacoma Narrows Bridge (State of Washington). A new span for the Tacoma
Narrows Bridge. TIFIA loan amount: $240 million. Private Contractor: Bechtel
Infrastructure/Kiewit.
SH 121 Project (Texas). A new tollroad in the Dallas suburbs built pursuant to
long term P3 concession awarded by TX DOT, with traffic revenue and risk borne by the
project company. After public review of the winning private concession bid, an
intervening public bid by the North Texas Tollway Authority was permitted to substitute
for the private bidder opting for TIFIA credit assistance. TIFIA loan amount: $560 million.
Private Contractor: Deferred.
LBJ Expressway Project (Texas). A new tollroad in the Dallas area built pursuant
to a long term P3 concession awarded by TX DOT, with traffic revenue and risk borne by
the project company. TIFIA loan amount: $850 million. Private Contractor: Cintra
Concesiones/Meridiam Infrastructure.
I-595 Corridor Roadway Improvements Project (Florida). Improvements to I-595
built under a concession awarded by FDOT. This “managed lane” project was the first
“availability payment” P3 project financed by TIFIA, under which payments are to be made
subject to the receipt of service and also subject to state appropriations. TIFIA loan
amount: $600 million. Private Contractor: ACS Infrastructure Development/ TIAA
CREF/Dragados USA/AECOM/HNTB/Roy Jorgensen Associates.
Port of Miami Tunnel Project (Florida). A tunnel linking the Port of Miami and the
cruise ship docks directly to downtown Miami’s interstate highway connections under an
FDOT concession. Availability payments from FDOT payable under the project agreement
secured the loan. TIFIA loan amount: $340 million. Private Contractor: Meridiam
Infrastructure/Bouygues Travaux Publics.
North Tarrant Expressway Project (Texas). A $650M loan to finance a new tollroad
in the Dallas area under a long term concession awarded by TX DOT, with traffic and
revenue risk taken by the concessionaire. We also represented TIFIA on a second lending
tranche of $530 million to complete the project. Private Contractor: Cintra
Infraestructuras/Meridiam Infrastructure.
SH 288 (Texas). A new Texas tollroad built pursuant to a long term P3 TXDOT
concession, with traffic and revenue risk borne by the project company.
Reno Trac Multi-Modal Project (Nevada). A relocation of at-grade rail tracks that
passed through Reno’s downtown area. TIFIA loan amount: $50.5 million.
Los Angeles County Metropolitan Transportation Authority (California). The
Crenshaw/LAX Corridor mass transit project.
Chicago Transit Authority (Illinois). Three major capital improvements for the CTA
System; the 95th Street terminal improvement project; the project for rail fleet replacement
project; and the rapid transit train blue line project.
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Denver-FasTrack Rail Transit P3 Projects (Design-Build-Finance-Operate-Maintain).
Hawkins served as special counsel to the underwriters for the $397 million tax-exempt financing
for the Regional Transportation District (Denver, Colorado) financing of a major expansion of a
metropolitan rail transportation system, commonly referred to as the Denver FasTracks P3
Project. This system will provide rail link among the Denver Airport, downtown Denver and
neighboring communities. We provided expert review of the project concession agreement, lease
agreement and related construction and operation subcontracts, applicable laws providing for
the authorization and pledge of certain sales tax revenues, related security documents, and
disclosure in connection with the public offering of the bonds. The project, sometimes called the
“Eagle P3 Project,” comprises a concession for the existing rail system, construction of the Eagle
P3 expansion, acquisition of rolling stock, and operation of the system for approximately 30
years.
Republic of Poland Transportation Ministry and Finance Ministry – A-2 Autostrada
P3 Project (Design-Build-Finance-Operate-Maintain). Hawkins represented the Transportation
Ministry of the Republic of Poland as procurement and contract counsel in the development of
the new A-2 tolled highway in southern Poland, which is now constructed and has been in
successful operation for several years. We assisted in the strategic conceptualization of the
project under a new national procurement law and in the preparation of the RFP and proposal
review, and drafted and negotiated the DBFOM concession with the selected Polish-French-
German concessionaire. After the concession was executed, our firm represented the Finance
Ministry as a major lender of subordinate debt in the private financing of the project.
New Jersey Turnpike – P3 Concession Project (Design-Build-Finance-Operate-
Maintain). Hawkins served as special counsel to the State of New Jersey in connection with a
proposed public-private partnership relating to the New Jersey Turnpike, one of the largest toll
road concessions ever considered in the country, involving the potential payment of a concession
fee in excess of $30 billion. The transaction also involved consideration of including the Garden
State Parkway, the Atlantic City Expressway, and Route 440. The firm advised the State on legal
issues involved in entering into a concession agreement with a private not-for-profit corporation
for the management of these major transportation arteries, including constitutional, contract,
structuring and procurement questions. Hawkins’ representation included assistance with
drafting the necessary enabling legislation, drafting and negotiation of the procurement and
concession documentation, and securing a favorable ruling from the Internal Revenue Service
that the entire concession fee can be financed on a tax-exempt basis. Our services also included
extensive legal analyses relating to the option of conducting a full privatization of the Turnpike
based on an auction of a concession to a for-profit concessionaire. Hawkins was instrumental
in drafting the 1948 legislation that created the New Jersey Turnpike Authority and thereafter
served as bond counsel to the Authority for nearly forty years. During that time, the firm
counseled the Authority on a wide range of issues affecting its transportation financings,
including issues relating to the Authority’s investment program, environmental litigation and the
use of revenues to subsidize commuter buses. We also advised the Authority with respect to a
variety of legislative and administrative proposals affecting the Authority’s debt and operations,
including plans to sell State-owned highways to the Authority, plans to combine the Authority
with other entities and various refunding plans.
State of Alaska – Knik Arm Bridge P3 Project (Design-Build-Finance-Operate-Maintain).
Hawkins has served as special counsel to the State of Alaska to assist in evaluating financing
structures and risk analysis relating to the Knik Arm Bridge and Toll Authority’s (“KABATA”)
proposed bridge project in Anchorage, which involved P3 analysis and review of RFP materials.
Our role included providing a detailed risk analysis of a proposed P3 agreement, focusing on risk
allocation and the protection of the interests of the State of Alaska.
Arizona Department of Transportation – Managed Lanes Toll P3 Project ((Design-
Build-Finance-Operate-Maintain). Our firm worked extensively with ADOT as project counsel on
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MetroRoad, the development of the proposed widening of the Superstition Freeway. The project
involved the formation of a 63-20 non-profit corporation for tax-exempt financing purposes, the
grant of a concession to the development team, the construction of the additional lanes on a
design-build-operate-maintain basis, and toll-based financing of the new assets.
City of San Diego, California – Cargo P3 Airport Project (Design-Build-Finance-
Operate-Maintain). Hawkins represented the City of San Diego in the development of the
proposed Brown Field Cargo Airport expansion. Our services included proposal review, lease
and service contract drafting and negotiations with the selected development team. The
transaction involved private development of runways and terminals and of related commercial
use property; private equity and financing; and extensive feasibility analysis.
New Jersey DOT – Light Rail P3 Project (Design-Build-Finance-Operate-Maintain). We
advised first an investment bank and subsequently a commercial bank in connection with
successive efforts to arrange interim contractor financing for the design, construction and
operation of the infrastructure and rolling stock for a new light rail system for Hudson and
Bergen Counties in northern New Jersey.
PUBLICLY FINANCED GROUND TRANSPORTATION PROJECTS
GARVEEs. Since 2000, Hawkins has served as underwriters counsel in connection with
five issues of Transportation Revenue Anticipation Notes (GARVEEs) by the State of Colorado
Department of Transportation. We helped structure this innovative program supported by
federal grants and supplemental state funds to initiate twenty-five major highway and a multi-
modal construction projects statewide as part of an approved $1.7 billion GARVEE program. We
served as co-bond counsel to the Oklahoma Department of Transportation on its GARVEE
program, which was validated by the Oklahoma Supreme Court. The $1.3 billion Oklahoma DOT
program issues “naked GARVEEs,” for which no other revenue stream is made available for the
payment of debt service, while the $1.7 billion CDOT program is “double-barreled,” with certain
state transportation revenues also being allocated to pay debt service. The firm served as bond
counsel on $184,620,000 Grant Anticipation Bonds (Rhode Island Department of
Transportation), Series 2006A, underwriters counsel on $325,000,000 Maryland Transportation
Authority Grant and Revenue Anticipation Bonds, Series 2007, disclosure counsel on
$97,635,000 State of California (California Department of Transportation) Federal Highway
Grant Anticipation Bonds, Series 2008A and bond counsel on $50,000,000 Grant Anticipation
Bonds (Maine Department of Transportation), Series 2008A.
Metropolitan Transportation Commission (California). We advised the umbrella
organization for more than twenty-five transit agencies in the San Francisco Bay Area in
connection with a proposed private concession for the design, installation and management of a
smart card fare payment system to be employed throughout the Bay Area.
Transportation Corridor Agencies (California). Hawkins served as counsel to the
underwriters of bonds issued to provide financing for the Foothill/Eastern TCA toll road project
in Orange County. Our services included extensive review and due diligence validating the
underlying structure of the transaction, the feasibility of the project and the adequacy of the
disclosure of the public offering of the project bonds.
Buffalo and Fort Erie Public Bridge Authority (The International Peace Bridge). The
firm has served as bond counsel and underwriter’s counsel in connection with Buffalo and Fort
Erie Public Bridge Authority’s successful financings for improvements to the Authority’s cross-
border Peace Bridge. We assisted in preparing all financing documentation for the first modern
financing for this critical international crossing between Ontario, Canada and Buffalo, New York.
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New York Triborough Bridge and Tunnel Authority/Metropolitan Transportation
Authority. The firm served as counsel to the New York Triborough Bridge and Tunnel Authority
from its inception in the early 1930’s through the late 1960’s. Today, TBTA is a subsidiary of
the Metropolitan Transportation Authority, as are the New York City Transit Authority (which
operates New York City’s subways and buses) and the entities that operate the Metro North and
Long Island Railroad commuter railroads. We currently serve as bond counsel to the MTA and
all of its subsidiaries; previously, we had served the MTA and its subsidiaries as designated
underwriter’s counsel.
New York City Metropolitan Transportation Authority. Our work has included
performing a central role in the successful implementation of the largest restructuring of
municipal debt completed to date in the United States, involving (i) the issuance of 29 series of
refunding bonds aggregating over $17.3 billion under four newly created and far more flexible
credit structures and (ii) the refunding and defeasance of 17 distinct MTA credits comprising 87
series of refunded bonds. This effort involved an extraordinary amount of effort by several large,
overlapping working groups comprising most of the major investment banks and law firms in the
national public finance arena.
New York State Thruway Authority. The New York Thruway system pre-dates the
federal interstate highway network and pioneered the concept of limited access highways linking
major urban areas. Hawkins drafted the original Authority enabling legislation and has
participated as finance counsel in all of the Authority’s debt offerings since 1952. These
financings, together with federal grants, provided the capital for the original construction of the
entire Thruway system. The firm is now closely involved with the next generation of Thruway
development activities, initiatives to provide for the rehabilitation and extension of the useful life
of existing facilities and enhanced uses for the Thruway’s rights-of-way. This work included
service as Bond Counsel to the Thruway Authority for the largest tax-exempt transportation
financing in 2005, a $2.786 billion restructuring of the Thruway Authority’s Highway and Bridge
Trust Fund Program. We performed extensive federal tax law diligence and bond resolution
analysis to achieve the State of New York budget office’s goals of freeing up $1.2 billion in capital
funding capacity for the State Department of Transportation’s five-year highway and bridge
construction program. The firm secured the consent to a bond resolution amendment from the
bond insurer and helped structure the financing to meet the State’s goals and achieve targeted
present value savings without stretching out the existing final bond maturities. This ongoing
multi-billion dollar transportation trust fund was developed through legislation and program
documents drafted by Hawkins, under contract to the State DOT and Thruway Authority. The
firm assisted in its legal defense against a constitutional challenge and the program’s legal
structure was affirmed as constitutional by New York’s highest court.
Oklahoma Turnpike Authority. Hawkins has been involved as finance counsel for
Oklahoma Turnpike Authority financings since the early 1970’s, acting either as bond or
underwriter’s counsel. Early financings provided capital for the construction of six regional
turnpikes. We continue to serve the Authority as bond counsel and regularly assist the Authority
and the State of Oklahoma in planning for the improvement of the State’s turnpike system.
Arizona Transportation Board and Department of Transportation. The firm drafted
legislation for the State of Arizona to create a state infrastructure bank (“SIB”) as authorized
under ISTEA. This legislation authorized public-private financings of transportation
infrastructure and helped to qualify Arizona as one of the ten original SIB states approved by the
Federal Highway Administration.
State of Connecticut. For decades, Hawkins has served as bond counsel to the State of
Connecticut. We developed the original financing program for the Connecticut Turnpike in the
1950’s, which relied on tolls and back-up revenues from motor vehicle taxes. Subsequently, the
Connecticut Turnpike was absorbed into the state highway system. We were the principal
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drafting law firm for the Special Transportation Fund which collected in one enterprise fund all
motor vehicle and gas taxes and fees for the purpose of financing the capital and operating
budgets of the State highway system including the Turnpike once the tolls where taken off. We
also provided legal services to the State’s Department of Transportation by drafting the legislation
to place Bradley International Airport, also managed by the Department of Transportation, on a
separate enterprise self-sufficient fund basis.
West Virginia Parkway Authority. In the 1970’s, the firm acted as bond counsel to the
State of West Virginia in connection with all of the bonds issued under the “Better Roads
Amendment” to that State’s constitution. We drafted the legislation and acted as bond counsel
for four publicly sold issues secured by the State Road Fund, which is supported by motor vehicle
excise taxes. This program involved one of the first toll roads supported by federal highway grant
funds. In 1989 and again in 1993 the firm was chosen as bond counsel for the West Virginia
Parkways, Economic Development and Tourism Authority. In connection with the 1989 bond
issue, the firm negotiated and drafted all of the financing documents necessary to restructure
the operations of the former West Virginia Turnpike Commission and to secure the new bonds.
Maine Department of Transportation and Maine Turnpike Authority. At the request
of the State of Maine, in 1988 the firm developed and served as bond counsel for an initial
certificate of participation financing program for equipment for the State’s Department of
Transportation. The firm served as underwriters’ counsel for the Maine Turnpike Authority’s
revenue bonds issued in 1991, 1996 and 1997. In connection with the 1991 bond issue, we
assisted the Authority in the development of a new general bond resolution. The proceeds of the
issue were to be utilized in connection with the conversion of a toll collection system from a
closed ticket system to a closed barrier system and for new and improved interchanges.
Port Authority of New York and New Jersey. For more than twenty years, Hawkins
served as bond counsel to the Port Authority of New York and New Jersey. In that capacity we
oversaw several billion dollars of revenue bond financing for the Port Authority’s capital program,
which includes bridges, tunnels, airports, and marine and rail transportation projects as well as
real estate projects such as the World Trade Center. We now do special facilities financings from
time to time on behalf of the Port and certain airlines.
Other Ground Transportation Project Experience. The firm served as underwriter’s
counsel in the structuring of the early toll road and bridge financings by the Indiana Toll Road
Commission (predecessor to the Indiana Transportation Finance Authority) for the Indiana
turnpike in the 1950’s, and as bond counsel for the Delaware River Port Authority and other
issuers for the Delaware River toll bridge system in connection with several large issues from
1952 through the early 1970’s. The firm also serves or has served as financing counsel in various
capacities in connection with road and other transportation projects built and operated by or for
the following agencies:
> City of Long Beach Harbor Department (part improvements)
> City of Los Angeles Department of Airports (airline facilities)
> City of Los Angeles (road improvements)
> City of Los Angeles SMART Corridor project (highways)
> County of Sacramento (airport improvements)
> Greater New Orleans Expressway Authority (toll roads)
> Imperial County Local Transportation Authority (transportation facilities)
> New Jersey Highway Authority (highways)
> New York State Bridge Authority (bridge system)
> North San Diego County Transit District (light rail)
> Orange County Transit District (buses)
> Riverside County Transportation Commission (toll road)
> Santa Clara County Transit District (light rail)
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> San Francisco Bay Area Toll Authority (toll bridges)
> San Mateo County Transit District (buses)
> Washington D.C. Metropolitan Transportation Authority (public rail transit)
> Westchester County (NY) (bus garage facilities)
PUBLICLY FINANCED AIR TRANSPORTATION PROJECTS
Tucson, Arizona. The firm’s lawyers have represented Tucson Airport Authority, Inc.
since 1977. Members of the firm participated in the development of the TAA’s bond resolution
and the negotiation and development of its lease and use agreements in 1977 and in the
termination of the TAA’s senior lien bonds and the development of a new junior lien bond
resolution in 1990. Attorneys at Hawkins have participated in the development of numerous
feasibility studies and plans of finance. In 1990, the firm’s lawyers assisted the TAA in
structuring a financing plan involving separate private activity bonds subject to the alternative
minimum tax, governmental bonds not subject to alternative minimum tax, and taxable bonds.
The firm also helped structure a special facility issue for an aircraft maintenance facility leased
to Lockheed Aeromod Center Inc. More recently, the firm’s lawyers assisted the TAA in evaluating
financing alternatives regarding the TAA’s environmental mitigation obligations with respect to
the airport.
Nashville, Tennessee. Attorneys at Hawkins have represented the Metropolitan
Nashville Airport Authority since the early ‘80s, assisting the MNAA in restructuring its debt to
provide more flexibility, negotiating changes and improvements to its use agreements and
financing the construction of a new terminal facility, new runways and runway expansion and a
noise abatement program through the issuance of fixed and variable rate debt, private activity
bonds and governmental purpose bonds. In connection with the MNAA’s noise abatement
program (which program included off-airport sound insulation and housing price support
programs), attorneys at the firm assisted the MNAA in issuing a combination of private activity
bonds subject to the federal alternative minimum tax and governmental bonds not subject to the
federal alternative minimum tax. Hawkins participated in the development of numerous
feasibility studies and plans of finance and in the negotiation and preparation of required
revisions to the MNAA’s lease and use agreements.
State of Hawaii. Hawkins attorneys have served as counsel to both the Territory of
Hawaii and the State of Hawaii for over 70 years. Members of the firm were involved in all State
of Hawaii bond issues for a statewide system of 15 airports, including facilities at Honolulu
International Airport, Kahului Airport, Hilo International Airport and Lihue Airport. Our lawyers
participated in drafting virtually all bond related statutes for the State of Hawaii, including the
statutory provisions regarding general revenue and special facility airport bond issues and
drafted the master bond documents pursuant to which all general revenue bonds have been
issued for airport purposes since 1969. Members of the firm also helped structure special facility
financings at Honolulu International Airport for Pan American Airlines (now leased to United
Airlines), Western Airlines (now leased to Delta Airlines), Northwest Airlines, Continental Airlines
and Caterair International Corporation. The firm recently assisted the State in its negotiations
with the many carriers serving the statewide airport system for a lease and use agreement
providing for rates and charges to be paid by the carriers for the services provided at the system.
Monroe County, New York. Members of Hawkins drafted the enabling legislation that
created the Monroe County Airport Authority and served as bond counsel to the MCAA in
connection with the financing of major airport improvements at the Greater Rochester
International Airport. MCAA was a first time issuer. The firm played an integral role in assisting
Monroe County with developing and presenting a financing structure to the legislature at both
the county and state levels. In the course of its representation of the MCAA, the firm helped
develop the plan of financing and reviewed the contract, revenue and basic feasibility structure
securing the bonds.
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Newport News, Virginia. Hawkins attorneys represented the Peninsula Airport
Commission in the establishment of a new facility for Newport/Williamsburg International
Airport (formerly Patrick Henry International Airport) in the Newport News, Virginia area. The
firm’s lawyers helped develop a structure to accomplish both the financing goals of the
Commission and the long term development goals of the City of Newport News in which the City
guaranteed revenue bonds issued by the Commission to finance new terminal facilities in return
for the sale of surplus airport property to the City for future development purposes.
New York City, New York. The firm has served as bond counsel to the New York City
Industrial Development Agency since its inception, and has served in such capacity on a number
of special facility financings of airport facilities at airports operated by The Port Authority of New
York and New Jersey, including a passenger terminal and lounge facility renovation project for
Air France, cargo handling and warehousing facilities for Japan Airline Company, Ltd., a
passenger terminal facility for American Airlines, Inc., and cargo facilities for Nippon Cargo. In
structuring these financings, a significant element was coordinating the landlord concerns of the
Port Authority with the state statutory requirement that the Agency’s bond financings be effected
on a leasehold format.
Tulsa, Oklahoma. Hawkins represents two trusts at Tulsa International Airport, the
Tulsa Municipal Airport Trust and Tulsa Airports Improvement Trust, as bond counsel and has
represented such trusts commencing with the initial financings. Each of those trusts was a first
time issuer when the relationship began. The firm represents TAIT in its capacity as issuer of the
airport’s general revenue bonds and TMAT in its capacity as issuer of tax-exempt debt for the
American Airlines Tulsa major maintenance base and central reservations system located at the
airport. Further, the firm has represented TAIT in the negotiation and preparation of the lease
and use agreements currently in effect.
Albany County Regional Airport Authority, New York. Hawkins closed a transaction
for the Albany County Airport Authority which was structured as a general revenue bond issue
but relied heavily on PFC receipts. While PFC receipts are not “pledged” to the bonds, the
Authority receives a “credit” against debt service to the extent it applies PFC receipts and has
covenanted to apply PFC receipts in the amount and at the times used in the airport consultant
report. The firm also consulted in the negotiation of the lease between Albany County, New York
and the Authority and assisted in the negotiation of airline use and lease agreement with the
carriers.
The Port Authority of New York and New Jersey. The firm represented the Port
Authority of New York and New Jersey for many years as bond counsel. Since the general counsel
of the Authority began rendering opinions as bond counsel, the firm has continued to participate
in many financings as underwriter’s counsel. The firm served as underwriter’s counsel on one of
the first special facility financings by the Authority for a terminal facility at LaGuardia Airport.
Most recently, the firm served as underwriters’ counsel for a $250 million special facility for KIAC
Partners, a general partnership among energy companies, to provide a cogeneration facility to
serve the Authority at JFK Airport.
City of Memphis - Shelby County, Tennessee. Hawkins attorneys have represented
the Memphis-Shelby County Airport Authority as bond counsel since the early ‘70s in connection
with the MSCAA’s initial and subsequent issues of general revenue bonds and general obligation
debt issued by the City of Memphis, Tennessee for the airport. MSCAA was also a first time issuer
when the relationship began. The firm’s lawyers helped structure general revenue and special
facility bond issues for the Federal Express Corporation, including the initial tax-exempt
financing issued by the MSCAA to finance hangar facilities for Federal Express. Most recently
the firm’s lawyers assisted the MSCAA in a multi-purpose allocation of a single airport issue
between governmental and private activity purposes for the purposes of advance refunding of the
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multi-purpose issue and in structuring the leveraging of grants, LOIs, PFCs and other limited
revenue sources.
Northwest Arkansas Regional Airport Authority, Arkansas. This entity established a
completely new airport facility to serve the Northwest region of Arkansas. Members of Hawkins
assisted in drafting the interlocal agreement that created the Northwest Arkansas Regional
Airport Authority and served as bond counsel to the NWARAA in connection with the financing
of the purchase of land for the construction of airport facilities. The firm continues to work with
NWARAA to develop arrangements with air carriers and serve as bond counsel in the financing
stages of construction of the new Airport.
3801123.2 001092 MRK
PART 12
COMPANIES WITH WHICH HAWKINS HAS NEGOTIATED P3
AND ALTERNATIVE PROJECT DELIVERY CONTRACTS
ON BEHALF OF STATE AND LOCAL GOVERNMENTS –ALL SECTORS
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PART 12
COMPANIES WITH WHICH HAWKINS HAS NEGOTIATED P3
AND ALTERNATIVE PROJECT DELIVERY CONTRACTS
ON BEHALF OF STATE AND LOCAL GOVERNMENTS –
ALL SECTORS
ABB Duke Power Company Parsons
Acciona Earth Tech Parsons & Whittemore
AECOM ECO Resources PCL
Air Products and Chemicals Epcor Pennsylvania Engineering
Allied Waste Systems Filanc Construction PEPCO
American Airlines Fluor Philip Utilities
American Anglian Foster Wheeler Poseidon Resources Corporation
American REF-FUEL Co. General Electric Company Professional Services Group
American Water GSF Energy Inc. PSE&G
Anaergia Hansel-Phelps Construction PWT
Anglian Water HDR Raytheon
Aqua Alliance Ingenco Regional Waste System Inc.
Aquarion Interbeton Reidel
Archaea Energy James River Paper Republic Waste
Archer Western Jersey Central Power & Light RRT Technologies
Azurix JMM Operational Services Severn Trent
Babcock & Wilcox Johnson Controls Sims
Balfour Beatty Keyspan Energy Southwest Water
Bedminster Bioconversion Kiewit SUEZ
BFI LILCO Sundt Construction
Black & Veatch Maine Energy Recovery Corp. Synagro
Brown and Caldwell Malcolm Pirnie Thames Water
Camp, Dresser & McKee McCarthy Construction Transroute
Carolina Power & Light Company Meridiam United Water
CEA Metcalf and Eddy U.S. Filter
CH2M Minnesota Methane U.S. Water
Clark Construction Montauk Energy Vicon
Consolidated Edison MWH Veolia
Combustion Engineering Natural Systems Utilities Waste Industries
Constellation Niagara Mohawk Waste Management
Consummat Norcal Western Summit
Continental Airlines Northern States Power Westinghouse
Covanta Occidental Petroleum Wheelabrator
Delta Airlines Ogden Yorkshire
Dillingham Construction Operations Management International
Dravo OTVD
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PART 13
REPRESENTATIVE FIRM CLIENTS
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PART 13
REPRESENTATIVE FIRM CLIENTS
Hawkins Delafield & Wood’s Clients Include:
STATES
• State of California • State of New York
• State of Connecticut • State of Oklahoma
• State of Hawaii • State of Oregon
• State of Maine • State of Tennessee
• State of New Jersey • State of West Virginia
COUNTIES
• Bergen, NJ • Monmouth, NJ
• Burlington, NJ • Montgomery, MD
• Chesterfield, VA • Onondaga, NY
• Erie, NY • Orange, CA
• Fresno, CA • Pima, AZ
• Fulton, GA • Rockland, NY
• Hawaii, HI • Sacramento, CA
• Henrico, VA • San Diego, CA
• Kauai, HI • Sarasota, FL
• Kern, CA • Somerset, NJ
• Los Angeles, CA • Spokane, WA
• Merced, CA • Westchester, NY
CITIES
• Anaheim, CA • Nashville, TN
• Brookhaven, NY • Newport, RI
• Buffalo, NY • Newport News, VA
• Charlotte, NC • New York, NY
• Hialeah, FL • Phoenix, AZ
• Honolulu, HA • Sacramento, CA
• Houston, TX • San Diego, CA
• Los Angeles, CA • San Francisco, CA
• Memphis, TN • San Jose, CA
• Milwaukee, WI • Washington, D.C.
FEDERAL
• Commonwealth of Puerto Rico • US Department of Defense
• Federal Highway Administration • Virgin Islands
UNIVERSITIES
• Columbia University • Rutgers University
• Georgetown University • St. Johns University
• Loyola University • University of Hawaii
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INSURANCE COMPANIES
• AMBAC Assurance Corporation • Financial Guaranty
• Bond Investors Guarantee
Insurance (BIG)
• Insurance Company (FGIC)
PUBLIC AUTHORITIES
• California Infrastructure and
Economic Development Authority
• New York City Industrial Development
Agency
• California Statewide Community
Development Authority
• New York City Transitional Finance
Authority
• Connecticut Development
Authority
• New York Municipal Bond Bank
• Empire State Development
Corporation
• New York State Environmental
Facilities Corporation
• Louisiana Public Facilities
Authority
• State of New York Bond Bank
• Maine Municipal Bond Bank • The Port Authority of New York and
New Jersey
• Maryland Community Development
Authority
• West Virginia Board of Regents
HOUSING AGENCIES
• Alaska Housing Finance
Corporation
• New Jersey Housing & Mortgage
Finance Agency
• Battery Park City Authority • New York City Housing Development
Corporation
• Connecticut Housing Finance
Authority
• Rhode Island Housing and Mortgage
Finance Corporation
• Dormitory Authority of New York • State of New York Mortgage Agency
• Florida Housing Finance Agency • Virginia Housing Development
Authority
• Maine State Housing Authority • West Virginia Housing Development
Fund
• New Hampshire Housing Finance
Authority
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TRANSPORTATION AGENCIES
• Memphis Shelby County • Northwest Arkansas Regional Airport
Authority
• Metropolitan Nashville Airport
Authority
• Oklahoma Turnpike Authority
• Metropolitan Transportation
Authority
• Peninsula Airport Commission
• New Jersey Turnpike Authority • Tucson Airport Authority
• New York State Thruway Authority • Tulsa International Airport
• Niagara Frontier Transportation
Authority
HEALTH AND EDUCATION AGENCIES
• Alabama Student Loan • New Jersey Higher Education
Assistance
• Kentucky Higher Education
Assistance Authority
• New York City Health and Hospitals
Corporation
• Maine Health and Higher
Education Authority
• Wyoming Student Loan Corporation
• New Hampshire Higher Education
and Health Facilities Authority
POWER AGENCIES
• California Consumer Power and
Conservation Finance Authority
• New York State Power Authority
• Central Vermont Public Service
Authority
• North Carolina Municipal Power
Agency #1
• Long Island Power Authority • Oklahoma Municipal Power Authority
• Lower Colorado River Authority • South Carolina Public Service
Authority
• New York State Energy and
Resources Development Authority
• Virgin Islands Water and Power
Authority
INVESTMENT BANKING FIRMS
• Bancamerica Securities • Quick & Reilly
• Bear Stearns & Co. Inc. • RBC Dain Rauscher
• First Albany • Salomon Smith Barney
• Goldman Sachs & Co. • Stone & Youngberg
• J.P. Morgan Securities • Sutro & Co.
• Lehman Brothers • Sutter Securities
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• Merrill Lynch • UBS PaineWebber
• Morgan Stanley Dean Witter • US Bancorp Piper Jaffray
COMMERCIAL BANKS
• Bankers Trust Company • J.P. Morgan Chase
• Barclays Bank • National Westminster Bank PLC
• Citibank, N.A. • Shanghai Commercial Bank
• Fuji Bank
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PART 14
GENERAL FIRM DESCRIPTION
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PART 14
GENERAL FIRM DESCRIPTION
Overview. Hawkins is the largest municipal contract and finance legal boutique in the
country. Representation of local, state and federal governments, public authorities and districts
is the core of our practice. The firm has 90 attorneys specializing in the state and local
government field, and related real estate, tax, project finance and securities matters. Our public
contracts and infrastructure group and public finance group are nationally recognized and hold
top-tier market share positions in their respective specialties. Hawkins is a leader in serving as
public contract counsel, bond counsel, underwriters’ counsel, or special counsel for all types of
alternative project delivery, public-private partnership and public finance transactions. The
number and variety of governmental clients that are represented by the firm, and our continuing
involvement in the development of new procurement, contracting, structuring, and financing
techniques for these clients, demonstrate our current leadership in the public contracting and
public finance fields.
Organization. The firm was organized in 1854 as a general practice law firm and has
been specializing in municipal, business and finance law for over 115 years. Our attorneys have
achieved a nationwide reputation of excellence in advising clients on the legal aspects of contract
and financial transactions. Hawkins has offices in New York, Newark, Los Angeles, San
Francisco, Sacramento, Portland, Hartford, Washington and Ann Arbor.
History. Hawkins has a rich history tied to the development of our country’s
infrastructure and the development of innovative financing and project implementation
techniques. Members of the firm assisted in creating many of today’s governmental institutions
and financial products. These include the financing of the westward expansion of our railways
in the 19th century; the development of the Triborough Bridge and Tunnel Authority, the New
York State Thruway, the New Jersey Turnpike and several other state and regional toll road
systems in the 1930’s and 1940’s; the admission of Hawaii to statehood in the 1950’s; the
creation and development of the Connecticut Housing Finance Authority, the Virginia Housing
Finance Authority, the New York City Industrial Development Agency and numerous other state
and local housing and development authorities in the 1970’s; the creation of the Municipal
Assistance Corporation for New York City in the mid-1970’s; the issuance of the first non-
mortgage asset-backed security and the formation of monoline financial guaranty insurance
companies and numerous innovative financing programs in the 1980’s; the development and
successful implementation of public-private partnerships across several civil infrastructure
sectors in the 1990’s; and the implementation of tobacco securitization transactions in two dozen
state and local jurisdictions in the 2000’s.
Municipal Focus. The primary focus of the firm’s practice, in addition to its public
contracts work, is in the field of municipal law and public finance, particularly the issuance of
securities by states, public agencies and authorities, municipalities and other governmental
issuers. Hawkins has been a nationally recognized bond counsel firm for over one hundred
years. In recent years the firm has consistently been ranked, based on the dollar volume of
issues approved, as the first or second bond counsel firm nationally in industry rankings. The
firm is currently retained as bond counsel, underwriter’s counsel, special tax counsel and
contract negotiation counsel in connection with public financings of all types throughout the
United States. Publicly sponsored projects and programs in which the firm regularly participates
include those for public power, transportation, education, student loan, hospital, housing,
convention center, water and sewer, solid waste disposal and resource recovery, industrial
development and airport purposes, as well as general obligation financings for various
governmental purposes such as highways, schools and governmental buildings. Hawkins is also
often engaged as a legal consultant to states, counties and municipalities in connection with
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such matters as consolidation of indebtedness, annexation, drafting of contracts for municipal
services, structuring of joint municipal facilities involving joint or several indebtedness, and as
advisors to municipalities as to the effect on such clients of action or financing by other entities,
both public and private.
Transactional Range. As evidenced by our ranking in the very top tier of the nation’s
leading public finance law firms, we are thoroughly familiar with the terms and conditions
generally required by the municipal markets and the rating agencies for successful financings.
Hawkins has participated in virtually every conceivable type of financing, including master trust
indenture financings for single entities and for multi-facility systems, original issue discount
financings, tender bond financings, interest rate swap financings, embedded cap financings, tax-
exempt and taxable commercial paper, variable rate demand bonds and notes, floating rate
bonds and inverse floating rate bonds, multi-mode and flexible mode financings, refundings,
advance refundings, crossover refundings and multiple issue advance refundings, pooled
equipment and facility programs, bond anticipation note financings and financings involving
bond insurance, letters of credit and liquidity facilities. Hawkins serves as finance counsel for
governmental entities at all levels and through this work has gained a thorough understanding
of the many financing structures in use today, from traditional tax supported and revenue based
structures to the many credit enhanced and other market oriented structuring techniques.
PAGE B-1
New York • San Francisco • Los Angeles • Washington, D.C. • Hartford • Newark • Sacramento • Portland • Ann Arbor • Raleigh
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