Overview

Kyle Hamilton represents clients in a wide variety of infrastructure transactions. His practice encompasses project financing, project and corporate acquisitions, and formation of partnerships and joint ventures. He has experience with project and corporate restructuring as well as general regulatory, corporate and EPC matters.

Kyle has experience drafting, negotiating and reviewing primary project documents and related ancillary documents for alternative delivery projects, including progressive design-build and design-build-operate-maintain agreements, construction manager at risk agreements, public private partnership agreements (P3). Kyle also has experience with credit agreements, purchase agreements, security agreements, concession agreements, joint venture agreements, EPC agreements and service and management agreements. He has worked with clients and projects in or relating to Latin America, Japan and various European countries, as well as the United States.

Kyle served as a judicial intern for the Eastern District Court of Michigan and was a member of the Michigan Innocence Clinic.

Experience

Experience

Maryland Department of Transportation and Maryland Transit Administration – Purple Line Light Rail Renegotiation/Resolicitation.  Key member of the legal team that advised MDOT/MTA on the negotiation of an amended P3 agreement and resolicitation of a design-build contractor to complete Maryland’s first transit P3 project – a $3.4 billion (capital cost), 16.2-mile light rail system that will significantly facilitate mobility between the Maryland suburbs and Washington, D.C.  After the original design-build contractor left the project in fall of 2020, MDOT/MTA and the concessionaire negotiated amendments to the P3 agreement and resolicited a replacement design-build contractor.  The amended project reached financial close in April 2022.  Nossaman continues to advise MDOT/MTA in the implementation of the amended P3 agreement.

East County Advanced Water Purification (ECAWP) Joint Powers Authority (JPA) – East County Advanced Water Purification Project. Kyle is a key member of the legal team advising the JPA in the development of four progressive design-build (PDB) packages which will provide East San Diego County with a new, safe, sustainable and drought-proof water supply using state-of-the-art technology and potable reuse.  Once online, the ECAWP Project is anticipated to treat the combined 2025 wastewater flow of approximately 15 million gallons per day and produce up to 12,880 acre-feet per year or 11.5 MGD, of new, safe, reliable, and locally controlled potable water supply.  This represents approximately 30% of East County’s water demand.  Kyle is advising on all aspects of the procurement including structuring the transaction, drafting the RFQ, RFP and PDB contracts.

East County Advanced Water Purification (ECAWP) Joint Powers Authority (JPA) Biogas Facility. Key member of the legal team advising the JPA on the design, construction, permitting and long-term O&M of a biogas recovery facility.  The project will reduce greenhouse gas emissions, and assist with local climate action plans in the San Diego area.  Services include structuring the transaction, drafting the RFP and PDBOM contract.

City of Ventura – Ventura Pure Water.  Key member of the legal team acting as infrastructure and procurement counsel with respect to the VenturaWaterPure local water supply infrastructure project, which consists of upgrades to its existing Ventura Wastewater Reclamation Facility (VWRF), construction of a new Advanced Water Purification Plant that will produce purified water for potable reuse, as well as related conveyance pipelines, a new ocean outfall, groundwater injection and extraction wells, natural treatment wetlands and other indirect and direct potable reuse system infrastructure. Services include structuring the transaction, drafting the RFP and drafting project contracts, including the construction manager at risk agreement.

Sites Reservoir Joint Powers Authority.  Key member of the team advising the Sites Project Authority for the inter-agency agreements on the proposed $5.2 billion Sites Reservoir Project anticipated to pump 470,000 to 640,000 acre-feet (580,000,000 to 790,000,000 m3) per year of the winter run-off from the Sacramento River, through existing canals to a 1.5 million acre-foot off-stream surface storage reservoir located in the Sacramento Valley.  The proposed reservoir’s conveyance facilities will include the use of existing Tehama Colusa Canal and Glenn-Nossaman is advising on and negotiating all interagency agreements including with respect to use of existing facilities, investor funding and participation and other related agreements.

Austin Transit Partnership (“ATP”) – Project ConnectKey member of the team advising ATP (a joint local government corporation formed by Capital Metropolitan Transportation Authority and the City of Austin), with respect to procurements, contracts, interlocal agreements, real property and other issues relating to development of the Project Connect program to expand and improve Austin’s transit network, including new light rail lines, four new MetroRapid lines, a subway and additional services.

Transurban – Virginia Express Lanes Projects.  Key member of the team that represented Transurban, one of the world’s largest toll-road operators, on its US$2.1 billion sale of a 50 percent interest in certain assets.  The transaction included the 95 Express Lanes, 495 Express Lanes and 395 Express Lanes in Virginia.  Further advised on financing and project documents with various express lanes expansion and construction projects, including the Fredericksburg Extension, the 495 Northern Extension and Elizabeth River Tunnel.

Infrastructure Bond Insurer.  Assisted in representing a bond insurer for the private activity bonds issued to finance in part the Michigan I-75 project and the LAX Automated People Mover project.

Broadband Public-Private Partnership.  Assisted in representing a consortium on a broadband P3 project with the Pennsylvania Turnpike Commission.

Project Service LLC – Connecticut Service Plazas.  Key member of the team that represented an international consortium in connection with its US$229 million acquisition of JLIF Holdings U.S., Inc. and its subsidiary, Project Service LLC.  The acquired entities operate 23 on-highway services plazas located in Connecticut between New York and Boston under a concession agreement with the Connecticut Department of Transportation.  Drafted and advised on the acquisition, financing and project documents.  Further advised on the private placement of US$138.5 million of privately placed amortizing senior secured notes for the refinancing of the company’s acquisition debt.

Service Plazas Acquisition.  Key member of the team that advised an international operator of service stations on the acquisition of 60 on-highway service plazas along 13 highways within eight states in the U.S. Northeast and Midwest regions.  Advised on acquisition, financing and project documents.

Assured Guaranty – Latin American Infrastructure Social Bond.  Key member of the team that advised Assured Guaranty Municipal Corporation as insurer and U.S. sponsor in a successful 760 billion Colombian pesos (c. US$209 million) social bond issuance.  This was the first social bond linked to an infrastructure project in Latin America and the first bond guaranteed by the US International Development Finance Corporation.  The proceeds were used to refinance and complete the funding of the Puerta de Hierro Toll Road project to connect the Colombian port cities of Barranquilla and Cartagena with interior departments near the Carribean coast, and further south to Medellín and Bogotá.

Organizations

Community & Professional

Austin Transit Partnership (“ATP”). Key member of the team advising ATP (a joint local government corporation formed by Capital Metropolitan Transportation Authority and the City of Austin), with respect to procurements, contracts, interlocal agreements, real property and other issues relating to development of the Project Connect program to expand and improve Austin’s transit network, including new light rail lines, four new MetroRapid lines, a subway and additional services.

Maryland Department of Transportation and Maryland Transit Administration – Purple Line Light Rail Renegotiation/Resolicitation. Key member of the legal team that advised MDOT/MTA on the negotiation of an amended P3 agreement and resolicitation of a design-build contractor to complete Maryland’s first transit P3 project – a $3.4 billion (capital cost), 16.2-mile light rail system that will significantly facilitate mobility between the Maryland suburbs and Washington, D.C. After the original design-build contractor left the project in fall of 2020, MDOT/MTA and the concessionaire negotiated amendments to the P3 agreement and resolicited a replacement design-build contractor. The amended project reached financial close in April 2022. Nossaman continues to advise MDOT/MTA in the implementation of the amended P3 agreement.

Transurban – Virginia Express Lanes Projects. Key member of the team that represented Transurban, one of the world’s largest toll-road operators, on its US$2.1 billion sale of a 50 percent interest in certain assets. The transaction included the 95 Express Lanes, 495 Express Lanes and 395 Express Lanes in Virginia. Further advised on financing and project documents with various express lanes expansion and construction projects, including the Fredericksburg Extension, the 495 Northern Extension and Elizabeth River Tunnel.

Project Service LLC – Connecticut Service Plazas. Key member of the team that represented an international consortium in connection with its US$229 million acquisition of JLIF Holdings U.S., Inc. and its subsidiary, Project Service LLC. The acquired entities operate 23 on-highway services plazas located in Connecticut between New York and Boston under a concession agreement with the Connecticut Department of Transportation. Drafted and advised on the acquisition, financing and project documents. Further advised on the private placement of US$138.5 million of privately placed amortizing senior secured notes for the refinancing of the company’s acquisition debt.

Service Plazas Acquisition. Key member of the team that advised an international operator of service stations on the acquisition of 60 on-highway service plazas along 13 highways within eight states in the U.S. Northeast and Midwest regions. Advised on acquisition, financing and project documents.

Assured Guaranty – Latin American Infrastructure Social Bond. Key member of the team that advised Assured Guaranty Municipal Corporation as insurer and U.S. sponsor in a successful 760 billion Colombian pesos (c. US$209 million) social bond issuance. This was the first social bond linked to an infrastructure project in Latin America and the first bond guaranteed by the US International Development Finance Corporation. The proceeds were used to refinance and complete the funding of the Puerta de Hierro Toll Road project to connect the Colombian port cities of Barranquilla and Cartagena with interior departments near the Carribean coast, and further south to Medellín and Bogotá.

Infrastructure Bond Insurer. Assisted in representing a bond insurer for the private activity bonds issued to finance in part the Michigan I-75 project and the LAX Automated People Mover project.

Broadband Public-Private Partnership. Assisted in representing a consortium on a broadband P3 project with the Pennsylvania Turnpike Commission.

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