Poland: Enhancing the Berlin-Warsaw Motorway with Private Sector Participation

48 n TOLLWAYS / SUMMER 2012 BY N. LEWIS, J. SMAGOWSKI, AND J. WEISS1

POLAND: ENHANCING THE BERLIN-WARSAW MOTORWAY WITH PRIVATE SECTOR PARTICIPATION

The development program of the Polish A2 Toll Motorway (located in the heart of the corridor between Warsaw and Berlin and forming part of the Trans-European Networks-TENs) has an extensive history, with original schemes having been submitted as far back as the seventies. However, following the submittal of final offers (1996) and signature of the original Concession Agreement (1997) with the General Directorate of Roads & Motorways (GDDKiA), both the public and the private party (Autostrada Wielkopolska SA or AWSA) undertook a number of changes to the project documentation due to Lender requirements, and it was in October 2000 that financial close was eventually achieved, leading immediately there- after to commencement with the design and construction works of

[THE POLISH A2 TOLL MOTORWAY] IS ONE OF THE MOST SIGNIFICANT PIONEER EFFORTS, AND AT THE TIME, WAS THE LARGEST PPP INFRASTRUCTURE PROJECT IN THE REGION OF CENTRAL AND EASTERN EUROPE.

DELIVERING REAL SOLUTIONS n 49 Segment I. This remains one of the amount of €32 mio., albeit none of this most significant pioneer efforts, and was ever drawn-down.) at the time, was the largest PPP infrastructure project in the region of The design and construction works Central and Eastern Europe. were awarded to a Development Company (A2 Bau Development SEGMENT I GmbH or A2BD), a joint venture In terms of financing, the total proj- consisting of Strabag AG (Austria) ect value (€875 mio.) was funded via and NCC International AB (Sweden), shareholder contributions (at just over under the terms of a lump-sum, 27%), senior commercial debt provided turn-key contract in the amount of by an international banking syndicate €637 mio. (at just under 27%), and a Polish State Treasury which guaranteed the The Segment I project, running be- European Investment Bank (EIB) tween the cities of Nowy Tomysl and loan of €355 mio. (amounting to Konin in the western part of Poland, approximately 40.5%). The remaining encompasses a total length of 149 km funding came through revenues of 2x2 lanes (expandable to 2x3, should during construction and interest on traffic levels require) with a design AWSA’s cash balance amounts. (Vari- speed of 120 km/hour. Its length is ous sponsors were also required to divided into three sub-sections, with provide guarantees with respect to 48 km of upgrading/rehabilitation stand-by/contingent equity in the works on an original existing motorway

50 n TOLLWAYS / SUMMER 2012 section, 89 km of new construction by Tolls – the original payment the Development Company, with the mechanism was based on actual remainder (13 km urbanized Poznan hard-tolling of all vehicles but was By-Pass) being built and funded by subsequently modified in late 2005, the public sector and with separate resulting in a hybrid model (with only EU funding. tolling for regular passenger vehicles in Polish Zloty and with a shadow toll Construction was completed and based on a Vignette system for commissioning occurred on a section- larger (> 12 ton) HGV vehicles. This by-section basis at the end of years resulted in a significantly higher vol- 2003, 2004, and 2005. Since then, and ume of heavy vehicles being attracted anticipated until the expiration of to this segment of the motorway. the concession period in 2037, the This Segment I stretch currently operations and routine maintenance has an annual average daily traffic services of this open toll system AADT of ca. 18,000 vehicles/day motorway are being performed by the (with two-thirds coming from light company Autostrada Eksploatacja SA vehicles and the remainder from (AESA) with inputs from the French heavy vehicles). motorway operator EGIS.

TABLE 1: TOLL RATES SEGMENT I

Section 1 Sections 1,2,3 Sections 1,2,3 Sections 1,2,3 Sections 1,2,3 Initial (a) Revised (b) New (c) New (d) New (e) 2003 2004 2005/6/7/8/9 2010 2011

Class 1 10 11 11 12 12

Class 2 16 18 27 27 27

Class 3 24 27 41 41 41

Class 4 37 42 63 63 63

Class 5 100 110 110 110 110

(a) PLN incl. VAT at 7% (b) U$ 1 = PLN 3.0 (c) PLN incl. VAT at 22% (d) March 2010 (e) January 2011

DELIVERING REAL SOLUTIONS n 51 party (Ministry of Infrastructure and the Polish Directorate for Roads and Motorways GDDKiA) on the so-called “deferred business terms” within the context of the original 2007 Concession Agreement, AWSA signed the respective Annex for the development of Segment II. This would lead to the further extension of the new highway westwards to the border with Germany.

However, owing to a change in Immediately after signature, the law which has led to the abolition Strabag Group accelerated efforts of the Vignette system and re- with respect to the design and introduction of real tolls for all permitting works, and in late June vehicle classes as of 1st July 2011 — 2009, new financial close was which was in deviation to the terms reached with the lenders for this of a Concession Agreement Annex second segment. AWSA had effectively effectuated in 2005 — the key novated its rights to a new special sponsors of AWSA (Kulczyk Holding purpose vehicle (“AWSA II”), SA, Meridiam Infrastructure SA and consisting of the three key sponsor Strabag AG) are aiming to reach entities (Kulczyk HoldingSA/KWM an amicable solution with the Investment GmbH, Meridiam Ministry of Infrastructure in Infrastructure SA and Strabag AG) as Poland for the remainder of listed above. the Concession period. The total project costs for Segment II SEGMENT II: amounted to just over €1.5 billion, OVERALL HIGHLIGHTS with €185 mio. (12%) of the funding After several years of deliberations requirement being provided by and after beginning operation of the shareholders, €380 mio. Segment I in August 2008, and fol- (25%) by a group of 12 international lowing agreement with the public commercial banks, and the large

52 n TOLLWAYS / SUMMER 2012 majority (63%) of the total funding The large majority of the works (i.e., requirements through construction roads, bridges and buildings) were completion coming from the EIB, executed by the Strabag Group’s Pol- via a loan backed by the Polish State ish affiliate (Strabag Sp. z o.o.) which Treasury. Deutsche Bank is acting as represents the largest single contract the Facility Agent of the commercial in the history of the Group. banks and Louis Berger is acting as the Technical Adviser to the The entire Segment II toll motorway lending institutions. has been completed and opened in a staged manner, with partial opening The design and construction works to traffic on November 30, 2011, full amount to just above €1.3 billion and completion on March 30, 2012, and have been executed on a lump-sum, commencement of operation and all turn-key basis by the Main Contractor, tolling activities in May 2012. The key a design and construction joint venture aim of the Polish Government has been entity with the name of “A2 Strada Sp. to demonstrate Poland’s user friend- z o.o.” (whose shareholders consist of liness as one of the co-host nations Strabag AG and Kulczyk Holding SA/ with the Ukraine of the European UEFA KWM GmbH). football/soccer championships in June 2012, together with the necessity to Key construction quantities included help alleviate the adverse situation 13,000,000 m³ of earthworks, currently existing, from a traffic and 84 structures, 6 interchanges and safety perspective, on existing congest- over 2,200,000 m² of concrete pave- ed and inadequate highways. ment. Construction on this Segment II stretch of 105 km (87 km of new The A2 Strada management and other construction and 17 km of upgrading project stakeholders demonstrated works) from the German-Polish progress in a most positive way with border at the cities of Frankfurt on the realization of a timely, successful the Oder and Swiecko, and completion of this challenging project, continuing in an eastward direction on budget and schedule, with no out- to Nowy Tomysl (the western point standing claims. They did this with over of Segment I), commenced in early 2,000 dedicated staff and workers, with July 2009. more than 1,000 pieces of equipment

DELIVERING REAL SOLUTIONS n 53 SEGMENT II: SIGNIFICANT/ DISTINGUISHING DESIGN AND CONSTRUCTION-RELATED ASPECTS A. In comparison to previous experi- ence in the region, and with respect to even some of the initial draw- backs witnessed with respect to Segment I, the entire design and permit process of Segment II was fully mobilized in the field, and through enhanced by some key features: severe winter seasons. the ability of the private partner to properly commence such work prior Following completion , the Segment to financial close through the ef- II toll motorway is to be operated as fective use of approval conferences a “closed system” in May 2012 and where all relevant project par- routinely maintained by the Operator ticipants (AWSA II, A2 Strada, the AESA (chosen by AWSA, with Ministry Designer, Independent Engineer, and Lender approval including Ministry/GDDKiA and as appropri- seamless interface with Segment I ate AESA and the Lenders Techni- previously operated as an open toll cal Adviser) proactively strove to system), who will collect real toll converge and agree on the specific revenues on behalf of the Ministry. project details in a proficient man- The Ministry will in turn cause Avail- ner. The end result was the ability to ability Payments to be made to AWSA freeze the design parameters in a II on a monthly and semi-annual basis timely fashion, allowing for the de- according to contractually-defined pay- sign and permit-related risks (both ment mechanisms and performance in time and commercial terms) to criteria. The AADT for Segment II is recede considerably. projected to be 49,000 (light vehicles) and 27,000 (heavy vehicles) in mid- B. As highlighted above, the Seg- 2012, with steady expected growth ment II toll motorway has been to approx. 68,000 (light vehicles) and implemented via concrete pavement 40,000 by 2020. technology. Many of the advantages

54 n TOLLWAYS / SUMMER 2012 ...THE ENTIRE DESIGN AND PERMIT PROCESS OF SEGMENT II WAS ENHANCED BY THE ABILITY OF THE PRIVATE PARTNER TO PROPERLY COMMENCE SUCH WORK PRIOR TO FINANCIAL CLOSE THROUGH THE EFFECTIVE USE OF APPROVAL CONFERENCES WHERE ALL RELEVANT PROJECT PARTICIPANTS PROACTIVELY STROVE TO CONVERGE AND AGREE ON THE SPECIFIC PROJECT DETAILS IN A PROFICIENT MANNER.

of concrete pavement (e.g., long relates to environmental protection duration, less noise emission by and the practice of abiding by such vehicles, lower life-cycle costs high standards for the purpose owing to fewer heavy maintenance of securing approval of the Euro- interventions over the concession pean Commission; which in turn period) are known to most industry unlocked the necessary financial participants. The project-specific contribution by the European In- pavement design consists of the fol- vestment Bank (EIB) to finance lowing components: 27 cm of final this project. concrete pavement on top of a thin layer of geo-textile, which in turn is A significant part of the costs of the laid on top of 20 cm of lean concrete works has been dedicated to mea- over a 33 cm base of anti-frost pro- sures to protect the Environment. The tection layer. The previously alluded Segment II stretch crosses through to 2.2 million m² concrete pavement a number of Natura 2000 protected quantity amounts to a surface area areas. “Natura 2000” is an European covering roughly 300 football fields! Union-wide network of nature protection areas established under the EU C. In addition without a doubt, the Habitats Directive (92/43/EEC) and the most visible and important dis- Birds Directive (79/409/EEC). In order tinguishing feature of Segment II to fulfill all necessary requirements

DELIVERING REAL SOLUTIONS n 55 CONSTANT MONITORING, IN CLOSE CONSULTATION WITH OTHER PROJECT STAKEHOLDERS, AND AUDITS (BOTH INTERNAL AND FROM THIRD PARTIES) HELPED TO IMPROVE THE CONFIDENCE OF STRICT COMPLIANCE.

from these Directives, an Environmen- flora and fauna, and bird and animal tal and Social Action Plan (ESAP) was migration seasons. generated and approved before construction began. This ESAP combines Between January and July (for all conditions and restrictions from the example), the protected zone around above-mentioned Directives as well as bird breeding areas was extended from other applicable norms, stan- from 200 to 500 meters. During the dards, laws, etc., into one document, migration of amphibians and reptiles and is subject to continuous and ongo- between March/April and September/ ing environmental monitoring. October of each year, 50 cm high protective fences were erected along more So as to assure that the motorway does than 18 km to prevent the animals from not represent an insurmountable ob- crossing the construction road site. In stacle for the local fauna, a total of 14 2010 alone, over 10,000 amphibian special animal bridges and more than animals were safely guided/trans- 140 underground passageways were ported from the area of construction to planned and implemented for small their destination. and medium-sized animals. Gantries and protective high screen walls with Constant monitoring, in close consulta- a length of 2.5 km have been erected tion with other project stakeholders, across the motorway so as to prevent and audits (both internal and from a rare and endangered bat from third parties) helped to improve the crossing the motorway in dangerous confidence of strict compliance. The fashion. These special requirements respect for environmental protection have affected planning; and the prog- fitswell within all shareholder ress and sequence of construction was priorities to help to contribute to sus- also adapted to nature’s requirements, tainable development.

56 n TOLLWAYS / SUMMER 2012 CONCLUSION methodologies. Once in operation, the The challenging Polish A2 Toll Segment II stretch (combined with the Motorway development and already-existing Segment I project implementation program continues and the Poznan By-pass) of over 250 to witness a dynamic and interesting km of the A2 Toll Motorway will situation. Both the Segment I and Seg- undoubtedly significantly enhance road ment II project stakeholders (consist- user safety, speed up freight transit ing of Polish and international industry travel, and contribute to the safe, participants) remain fully committed sustainable, environmental, and eco- to their long-standing view of realizing nomic development of the region; construction success, focusing on key and it will vastly improve the Trans- aspects relating to quality, timeliness, European Network’s transportation sustainability, and environmental/eco- infrastructure in this dynamic region logical protection, and in also apply- of Central Europe. ing the most appropriate construction

— NIGEL LEWIS is the Director of the Louis Berger Group. He may be reached at [email protected]. JERZY SMAGOWSKI is the Vice President of the Board at Autostra- da Wielkopolska SA. He may be reached at [email protected]. DR. JAMES WEISS is the Managing Director of Infrastructure Development at Strabag AG. He may be reached at [email protected].

1 The views in this article are the authors’ alone and are not necessarily shared by

DELIVERING REAL SOLUTIONS n 57