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Nossaman LLP

Brian G. Papernik


T 213.612.7858
F 213.612.7801
777 South Figueroa Street, 34th Floor
Los Angeles, CA 90017

With 20 years of experience, Brian Papernik guides clients through innovative infrastructure project delivery and financing approaches for the country’s largest transportation improvements.  His background includes structuring public-private partnerships (P3s); design-build, design-build-finance and pre-development agreements; and rail, tolling and managed-lanes programs.

Public agencies seek Mr. Papernik’s advice in all aspects of project development including strategic planning, risk assessment, procurement, contract drafting, negotiation, administration and claims resolution.

Mr. Papernik has pioneered innovative procurement methodologies adopted by states and agencies across the country.  The design-build program models he developed for the Minnesota and Utah Departments of Transportation have served as a template for many other entities.  He also helped create P3 contract guidelines for the Texas, Oregon and Georgia DOTs.

Representative Work

  • City of Los Angeles, Los Angeles World Airports – Automated People Mover (APM).  Key member of the legal team advising on the Automated People Mover (APM) train system at the Los Angeles International Airport (LAX).  The project reached commercial close on April 11, 2018 upon Los Angeles City Council’s unanimous approval of a $4.9 billion agreement with a developer comprised of ACS Infrastructure Development, Balfour Beatty, Bombardier Transportation, Fluor and HOCHTIEF PPP Solutions.  The APM system will include six stations and up to 9 electric powered trains, each with four cars, in simultaneous operation.  The APM trains will travel on an elevated 2.25-mile long guideway, easing access into and out of the second largest airport in the United States (LAX) and connecting travelers to LA Metro’s Crenshaw Light Rail Line, intermodal transportation facilities and a consolidated rental car center.  The developer will design, build and partially finance the APM system, and then operate and maintain the APM system over a 25 year period.  LAWA’s APM is the first APM system to be procured through an availability payment P3 delivery model.  The project reached financial close in June 2018. Mr. Papernik’s services include assisting with preparing technical requirements, addressing interfaces and analyzing alternative technical concepts. The APM project earned several awards including Project Finance International’s “Americas P3 Deal of the Year,” IJ Global’s “North American PPP Deal of the Year,” National Council of Public-Private Partnerships’ “Innovative Project of the Year,” and P3 Bulletin’s “Best Transit Project” and “Global P3 Project of the Year.”
  • City of Los Angeles, Los Angeles World Airports Consolidated Rental Car Center (ConRAC).  Key member of the legal team advising on the world’s largest consolidated rental car center (ConRAC) at the Los Angeles International Airport (LAX).  The ConRAC car rental facility will relocate and centralize car rental facilities away from the Central Terminal Area at LAX and provide direct access to major freeways. Ultimately the ConRAC will be connected to the Automated People Mover (APM) train system at LAX, which will provide travelers with quick access to the terminals.  The estimated $1 billion (design and construction) are being procured through an availability payment P3 delivery model.  The selected developer will design and build the ConRAC and operate and maintain it for 25 years. The project reached commercial close on November 8, 2018 and financial close on December 6, 2018.  The project captured the American Road and Transportation Builders Association’s “Innovation of the Year” award in 2019.”  Mr. Papernik’s services include assisting with preparing technical requirements, addressing interfaces and analyzing alternative technical concepts.
  • Texas Department of Transportation – Oak Hill Parkway Project. Leader of the legal team advising on the procurement of a proposed $500 million design-build project to reduce congestion and improve mobility in the Southwest Austin area. The Oak Hill Parkway Project will include the design and construction of approximately 7 miles of non-tolled improvements along US 290 from Circle Drive to Loop 1 (Mopac) and along SH 71 from US 290 to Silvermine Drive. The project will also include the reconstruction of the US 290 and SH 71 interchange. TxDOT issued an RFQ in October 2018 and shortlisted four teams in December 2018.
  • California High-Speed Rail Authority – Fresno-to-Bakersfield Segment.  Leader of the legal team advising on key elements of the first phase of a planned 800-mile, $68 billion high-speed train system connecting the state’s major urban centers.  Among many assignments, Nossaman has assisted in drafting procurement and contract documents and overseeing the award of a nearly $1 billion design-build contract to a Tutor Perini/Zachry/Parsons joint venture for the first 29-mile civil works section between Madera and Fresno, as well as a $1.37 billion design-build agreement with a Dragados/Flatiron consortium to develop the next 60-mile civil works segment south of Fresno – both at prices well under engineer’s estimates.  Nossaman also has advised the Authority regarding procurement of trainsets and the feasibility of using a P3 approach to project delivery.  We have assisted the agency on a wide range of other legal issues, including Surface Transportation Board approvals for the project and state and federal environmental permitting.  Mr. Papernik’s role includes assisting the Authority with institutional arrangements, risk analysis, procurement plan, financing options and contract administration.   
  • Metro Gold Line Construction Authority – Metro Gold Line.  Nossaman serves as general counsel to the Authority and Mr. Papernik is co-leader of the legal team that has advised the agency on projects to develop the Metro Gold Line since 2000.  The busy light rail system currently serves riders from Union Station in downtown Los Angeles to the APU/Citrus College Station in Azusa.  We are currently advising the Authority on the 24-mile Foothill Extension, which is continuing the line eastward from Pasadena through the region’s “foothill cities.”  Phase 2A of the project, which began service in March 2016, extended the line to Azusa and added 11.3 miles of new track along with six new stations and an operations and maintenance facility. Phase 2B of the rail project will extend the system further east as far as Montclair. Contracts include a utility relocation contract and a design-build contract for the alignment.  The Authority selected a Kiewit/Parsons joint-venture as the design-build contractor in August 2019 and construction of Phase 2B is expected to begin later this year.  Our services have also included advising the Authority on its design-build contracts for Phase 2A including an agreement with Skanska USA to develop an $18 million “freeway structure” bridge; a $486 million alignment contract with a Kiewit/Parsons joint venture; and a $49 million agreement with Webcor Builders for a parking structure.  We assisted with risk allocation analysis, prepared procurement and contract documents and assisted in the award process and contract administration.  In 2016, the Gold Line project won “Outstanding Rail Project of the Year” from the American Society of Civil Engineers, Metropolitan Los Angeles Branch; the “Sustainability Excellence Distinction Award” and “Exceptional Project Achievement Award” from the Western Council of Construction Consumers; and the “Excellence in Dispute Avoidance & Resolution Award” from the Dispute Resolution Board Foundation.  Also in 2016, the Gold Line freeway structure bridge was honored as one of ArchDaily’s “Top 100 Architecture Projects."
  • Massachusetts Bay Transportation Authority – Green Line Extension Project.  Key member of the legal team advising on $2-3 billion 5-mile extensions of the Green Line light rail service from a relocated Lechmere Station in East Cambridge to Union Square in Somerville and College Avenue in Medford.  The transportation agency has retained the Firm to examine the deployed construction manager/general contractor (CM/GC) delivery method, consider alternatives and make recommendations on the optimal delivery method going forward.  The agency terminated several of its existing contracts in December 2015 and is considering its options for the project.
  • Utah Department of Transportation – I-15 CORE.  Leader of the legal team that advised on procurement of a $1.1 billion design-build contract for a project to alleviate severe traffic on a 24-mile stretch of the I-15 in the Salt Lake City area.  Known as the Utah County I-15 Corridor Expansion, the project added two travel lanes in each direction and rebuilt or replaced 63 bridges and 10 freeway interchanges.  It also replaced the existing roadway from Lehi to Spanish Fork with 40-year concrete pavement without reducing the number of lanes during the work.  Construction on the project – the fastest public highway upgrade of its size in U.S. history – began in April 2010 and wrapped up in December 2012, two years ahead of schedule and $260 million under budget.  Mr. Papernik assisted the Department with procurement and contract documents relating to an agreement with a Fluor-led joint venture to develop the project.  He also helped implement the evaluation process and administer the agreement.  The roadway transformation won numerous honors including the DBIA National Design-Build award and the AASHTO America’s Transportation Awards Grand Prize, both in 2013.
  • Utah Department of Transportation – I-15 POINT.  Leader of the legal team advising on this major highway upgrade to I-15.  The I-15 POINT project expands it from four to six lanes in each direction on the seven-mile stretch between SR 92 in Lehi and 12300 South in Draper, replaces pavement with 40-year concrete and rebuilds two bridges.  Mr. Papernik headed the team’s efforts assisting the Department with procurement and contract documents for the design-build agreement with a Wadsworth Brothers/Staker Parson consortium.  Major construction began in March 2015 and was substantially completed in October 2016.  The project has earned several awards, including being named Associated General Contractors of Utah, Highway/Municipal Project of the Year in 2016. 
  • Texas Department of Transportation – LBJ Express.  Leader of the legal team that advised on a critical project to ease pressure on a congested 17-mile corridor along the IH-635 and IH-35E in the Dallas Metropolitan area.  Nossaman guided procurement of a DBFOM toll concession agreement with a Cintra/Meridiam joint venture for the $2.7 billion upgrade, one of the largest P3 undertakings in U.S. history.  The project includes four main lanes and two to three continuous frontage road lanes in each direction, along with two to three managed lanes in each direction that will use congestion pricing to keep traffic moving at 50 mph.  LBJ Express, the first transportation upgrade to receive federal tolling authorization under the Express Lanes Demonstration Program, reached financial close ahead of schedule in 2010 and was completed in 2015.  Financing included $490 million in public funds, $672 million in developer equity, an $850 million TIFIA loan, and $606 million in PABs.  The American Road and Transportation Builders Association named LBJ Express “P3 Co-Project of the Year” in 2010.
  • City of San José – Norman Y. Mineta San José International Airport.  Leader of the legal team that assisted in negotiating and administering a design-build contract for a precedent-setting $660 million airport expansion serving California’s Silicon Valley.  The project, the first major airport design-build undertaking in the state, included the renovation and expansion of Terminal A, a new Terminal B, a 3,000-space consolidated rental car facility and related roadway improvements.  In late 2006, the city contracted with Hensel Phelps Construction Co., chosen through a qualifications-based selection process, which completed the work in 2010.  The team saved more than $290 million on the budget and finished the upgrades a year early by using a design-build rather than a design-bid-build process.  The project has received more than 25 prominent industry awards.  Mr. Papernik led the team during contract negotiations and helped craft and administer a task order-based contract allowing scope and budget to be determined as the project evolved.

Awards & Honors

"Design-Build in Transportation Leadership Award," Industry Professional/Practitioner Category, Design-Build Institute of America, 2014

Brian G. Papernik
Brian G. Papernik



J.D., Columbia University School of Law, 1991

B.S., Union College, 1985, summa cum laude, Phi Beta Kappa



Professional Affiliations

Design-Build Institute of America

Awards & Honors

"Design-Build in Transportation Leadership Award," Industry Professional/Practitioner Category, Design-Build Institute of America, 2014

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