I. What is PPP Model?
Although there is no single internationally accepted definition, when we aggregate the meanings attributed by practices and various international actors, Public-Private Partnerships (PPPs) can be defined as a method of project implementation, management and financing in which a public institution (public institution with general or special budget, central government or local administrations) partners with a private sector company (or consortium) to undertake a project developed for the public service. Compared to classical project management, the main characteristic element of this model is that the resources (financing) required for the realization of the project are provided entirely by the private sector organization (contractor, assigned company), and public financial sources are not used during the construction phase.
By definition, any public project can be realized through this model, but in practice, projects that require large financial resources or advanced technological investments are mostly realized through this model. The reason for this is that projects requiring large financial resources can not be implemented at the same time within the limited public resources. For this reason, this problem is addressed by the private sector by providing the necessary resources in return for certain commitments (e.g. multi-year revenue guarantees).
Increasing urbanization brings with it a great need for infrastructure investments. It is not possible to meet all of these infrastructure needs in a short period of time with the limited public budget. Therefore, the PPP model can serve as an important catalyst in meeting this need. Moreover, by implementing the needed project through a private sector organization, the public sector is able to benefit from the private sector's risk-taking and management capabilities and to allocate its limited financial resources to other areas through the provision of the needed financing (equity and/or loans) by the private sector during the project construction period.
Before going into the details of this financing model, it is necessary to emphasize the following point. In the PPP business model, the public and private sectors are not two different parties with competing or conflicting interests, but rather it is a win-win partnership in which the expectations of both parties are met in terms of the outcome. Both parties bring their own competencies (for the public side committing financial assurance, granting project implementation permits and licenses, realization of necessary expropriation processes, etc.; for the private sector, swift transaction capability, ease of finding international private investors/financial resources, ease of access to necessary human resources and technological equipment, etc.) to the project production and operation process in order to realize the relevant project, thus meeting the expectations of both parties with the synergy that will be created.
While the private sector rightfully expects a certain return on investment or profitability in return for the construction and financial risk it takes, the public sector expects the public service to be provided by the relevant project to be delivered for the benefit of the public in the shortest time and with the best quality, thereby ensuring more efficient public service. Therefore, in this model, the negative performance of one party may affect the other party, which in turn may affect everyone, especially the public, in terms of total output.
In a PPP, a government agency enters into a contract with a private sector company to design, finance, build and/or operate a project, typically a road, bridge, hospital or airport. It is at the entire discretion of the public sector which projects are implemented through this model. In the decision-making process, a number of parameters and evaluation criteria are taken into account, such as budgetary possibilities, the urgency of the need of the project, the physical requirements and realities of the relevant project, the benefits and the contingent liabilities to be incurred against the option of realizing the project through the classical project financing method.
The private sector company may provide all or part of the financing for the project, and in return the government agency guarantees a certain level of revenue for the private sector company through user fees or other revenue sources. In this way, the private sector assumes the physical and financial risks of realizing the project, while the government shares the risks by guaranteeing a certain level of revenue to the private sector company. The private sector company is also responsible for the operation and maintenance of the project for a certain period of time, i.e. 20 or 30 years, before transferring ownership to the government agency.
PPPs are often used when the government agency (Administration) does not have the necessary resources or expertise to undertake the project on its own, or when the private sector company can bring innovative ideas or technologies to the project. However, the PPP model is sometimes subject to controversy as it can lead to higher fee costs for users or taxpayers and the private sector company may prioritize financial returns over public needs.
Theoretically, any public service can be realized through the PPP model. However, when the relevant Laws are examined, it is seen that there are certain restrictions, project types, sectors, minimum investment amount, etc.
II. What are the Implementation Methods of the PPP Model?
Although the concept of PPP is a schematic concept, the PPP model is implemented using different implementation methods according to the expectations of the public, relevant legislation and project types.
II.1. Build-Operate
In a BO model, a public infrastructure project, such as a toll highway, power plant or water treatment plant, is financed, designed, built and operated by the private sector. In return, the private entity enters into a long-term contract with the government or public agency that sets out the terms and conditions of the project, including the duration of the contract, performance standards and revenue-sharing arrangements.
Considering the application of this model in Türkiye, it is seen that only the construction and operation of thermal power plants is applied. The relevant legislation is the "Law No. 4283 on the Establishment and Operation of Electric Power Generation Plants with Build-Operate Model and Regulation of Energy Sales" and the "Regulation on the Establishment and Operation of Electric Power Generation Plants with Build-Operate Model and Regulation of Energy Sales" issued based on this law. The law and the regulation define the Build-Operate Model as a model that involves the establishment and operation of electric power plants under the ownership of generation companies and the sale of the generated electricity to TEAŞ within the framework of the principles and procedures determined. In this model, the private sector entity (the contractor) constructs and operates the power plant and sells the energy it generates to the public (the Administration) at a certain price level. While the contractor undertakes the acts of production and sale, the public sector undertakes the acts of purchasing the energy produced and sold and paying the related price to the contractor. One of the most important features of this model is that there is no obligation to transfer ownership to the public unless it is agreed upon in a separate agreement. In other words, the ownership will remain in the hands of the private sector organization unless it is recorded in a separate agreement.
During the construction phase, the contractor assumes the risks and costs of the project using its own financial resources (equity) or borrowed capital (loans). Once the project is completed, the private entity operates the infrastructure for a minimum fixed period of time (typically 20-30 years) and collects revenue from users or the government, depending on the type of project. During the operational phase, the private entity is responsible for the maintenance, repair, and renewal of the infrastructure and is subject to performance benchmarks and penalties for non-compliance.
At the end of the contract period, ownership and control of the infrastructure are transferred to the state or public entity, usually for a symbolic sum (although the transfer obligation does not exist at the outset).
As is well known, the electric power sector is tightly regulated by the Energy Market Regulatory Authority. Electricity is a fundamental component of national production, daily life, and the economy. Electric energy is an indispensable input that can be used at the same homogeneity at any time and anywhere, regardless of the source of generation and is needed at high capacities. For this reason, this method has been used to supply the energy needed by the country.
On the other hand, when thermal power plants, which are within the scope of this model, are taken into consideration, it is seen that no new plants have been built with this model in recent years. It is expected that this method will gradually fall off the agenda, especially with international agreements and commitments such as the Paris Agreement, to which Turkey is a party within the scope of climate change, environmentally sensitive production techniques, rapidly increasing renewable energy, and finally the ongoing construction of nuclear power plants.
II.2. Build-Operate-Transfer
The Build-Operate-Transfer (BOT) model is a type of PPP that involves a private sector entity constructing and operating a facility or infrastructure project with the aim of transferring ownership and control to the public sector after a certain period of time. The most obvious characteristic of this model is that upon the expiry of the contract, the project automatically transfers to the public sector (the administration) free of charge, free of all debts and commitments, in a well-maintained, operational and usable condition. In other words, the project is transferred to the public without a separate protocol being concluded between the parties and without any transfer payment.
A significant portion of the large infrastructure projects such as highways, bridges and airports that have been put into service within the scope of PPP in recent years have been implemented according to this model. The main legislation on the BOT model in Türkiye is the law no. 3996 on "the Realization of Certain Investments and Services under the Build-Operate-Transfer Model", the "Presidential Decree on the Implementation Procedures and Principles of the Law No. 3996 on the Realization of Certain Investments and Services under the Build-Operate-Transfer Model", the law no. 4749 on "the Regulation of Public Finance and Debt Management" and the related regulations, in the case of Treasury debt assumption for foreign financing.
Article 2 of Law No. 3996 comprehensively lists which projects can be realized through the BOT model, and any project outside this scope can not be realized through the BOT model. Considering the relevant scope article, the projects that can be realized with this model include a wide range of sectors.
The basic steps to be followed in the project cycle of the Build-Operate-Transfer model, from the contemplation stage to its implementation and operation, including its subsequent transfer to the public, are as follows:
Project identification: The public sector identifies the project to be implemented through the BOT model. The determination of which project is to be implemented through this model is made possible by the Presidential Decree. In principle, the project should be economically viable and have the potential to generate revenue. Thus, it should be able to cover its costs with the income it generates.
Request for proposal: The public sector (Administration) publishes a Request for Proposal (RFP), inviting private sector entities to submit their bids for the construction, implementation, and operation of the project. The Request for Proposals outlines the scope of the project, timelines, and financial requirements and includes relevant specifications, requirements to be met by interested parties and rules to be applied. BOT projects are not subject to the State Tender Law No. 2886 dated 8.9.1983. The relevant tender is subject to the Presidential Decree on the Implementation Procedures and Principles of the Law No. 3996 on the Construction of Certain Investments and Services under the Build-Operate-Transfer Model, and one of the following methods is chosen by the relevant Administration or by Presidential Decree.
- sealed bidding procedure among all tenderers,
- sealed bidding procedure between certain tenderers,
- negotiated procedure ,
Evaluation of bids: The public sector evaluates bids from private sector organizations against pre-determined criteria. The criteria typically include technical and financial feasibility, risk allocation, cost of financing to be used, revenue sharing arrangements and other factors that may affect the success of the project. At the end of the evaluation based on these criteria, the most suitable proposal is identified and the relevant contractor is selected.
Negotiation and signing of the implementation contract: Once the preferred bidder is selected, the administration negotiates with the contractor and concludes an implementation contract with the private company. Pursuant to the legislation, the contract is signed with an incumbent company established as a joint stock company under Turkish law, in which public institutions and organizations, including state economic enterprises, may also be shareholders if necessary. The Implementation Contract outlines the terms and conditions of the BOT arrangement, including the duration of the project, revenue sharing arrangements, guarantees and guarantee payments, performance standards and transfer of ownership at the end of the contract term.
Construction and operation: The private company constructs and operates the project, adhering to the terms and conditions of the contract. The company is responsible for financing the construction and operation of the project for the duration of the contract.
Transfer of ownership: At the end of the contract period, ownership and control of the project passes to the public sector (the administration), free and clear of all debts and fully operational. The public sector assumes responsibility for the operation and maintenance of the project upon transfer.
Post-transaction evaluation: The public sector evaluates the success of the BOT project after the transfer of ownership. The evaluation considers factors such as the economic viability of the project, its financial performance, and its overall impact on society. In this way, more accurate decisions can be made in the design of future projects and the choice of the model to be followed.
II.3. Build-Lease-Transfer
The Build-Lease-Transfer (BLT) project model is a type of PPP project management in which a private sector entity builds a facility, leases it to the administration, and transfers ownership of the facility to the administration at the end of the lease period. Considering the practices in Turkey, it is seen that mostly City Hospitals are realized with this model.
In a PPP project, the private sector entity (contractor) is responsible for designing, financing and constructing the facility, which could be a road, hospital, school, government building or any other infrastructure project. The contractor then leases the facility to the public sector entity for a certain period of time, operating the relevant service in terms of work other than the main public service (cleaning, security, etc.), during which time the public party (Administration) makes an availability payment to the contractor. At the end of the lease period, the ownership of the facility is transferred from the private company to the public sector, free of all debts and operating in accordance with its technical specifications. The manner of transfer is determined in the Implementation Agreement.
The BLT model provides benefits for both the private and public sectors. The private sector benefits from a stable revenue stream from availability payments, while the public sector benefits from the transfer of ownership of a fully operational facility at the end of the lease period, without having to bear the upfront capital costs of constructing the facility. For the contractor, the availability payments are used to pay its debts to the lender from which it has obtained financial resources, and to operate the relevant facility.
Issues such as how the facilities built under this model will be tendered, and the amount and timing of the payments to be made by the Administration are governed with the law no. 6428 on "the Construction, Renovation and Service Procurement of Facilities by the Ministry of Health through the Public Private Partnership Model and Amendments to Certain Laws and Decree Laws" and the "Implementing Regulation on the Construction, Renovation and Service Procurement of Facilities by the Ministry of Health through the Public Private Partnership Model". When the regulation, which is quite comprehensive, is examined, there is a probability of disputes between the parties, especially due to the ambiguity in the definitions of the terms used in the calculation methods and formulations of the availability payments. In this respect, the presence of consultants familiar with the Regulation will play a critical role in preventing any dispute.
II.4. Transfer of Operating Rights
Transfer of Operating Rights is the process by which the rights and responsibilities to operate a specific work or project are transferred from one entity to another. From a PPP perspective, it is the transfer of a work or project in the hands of the public sector to the private sector for a certain period of time with certain conditions (construction of additional facilities, renovation and maintenance of existing facilities, etc.). The transfer of operating rights means that the private sector takes over the management and operation of the project, while the ownership of the relevant project or asset remains with the public sector.
In general, the transfer of operating rights is a way for the parties (public-private) to leverage each other's expertise and resources to achieve their respective objectives more effectively. It can also be a way to reduce operational risks, as one organization may be better equipped to manage a particular aspect of the business or project than another. Or, when an enterprise with idle capacity in public hands, but with potential, is transferred to the private sector on the condition that the private sector makes certain investments to unlock that potential, the public and private sectors can jointly benefit from making that idle capacity more productive. In this way, a synergy can be created for both parties.
III. Treasury Debt Assumption
Another important feature of a PPP model is that the Treasury can provide debt assumption for the financing obtained from abroad to finance the project. Although this is not essential, it may be one of the conditions that foreign creditors may put forward for the provision of financing in order to guarantee their receivables. In this case, the Treasury may provide debt assumption.
The said Treasury debt assumption process is carried out in accordance with Article 8/A of the law no. 4749 on "the Regulation of Public Finance and Debt Management" and the provisions of the "Regulation on Debt Assumption by the Ministry of Treasury and Finance".
The above-mentioned law and regulation determine the amount of financing to be assumed by the Treasury. According to the said regulation, Treasury debt assumption is possible for i) Build-Operate-Transfer projects to be realized under Law No. 3996 with a minimum investment amount of TL 1 billion, ii) Build-Lease-Transfer projects to be realized under Law No. 6428 with a minimum investment amount of TL 500 million, and iii) Build-Lease-Transfer projects to be realized under Decree Law No. 652 with a minimum investment amount of TL 500 million. In addition, the President is authorized to regulate the procedures and principles regarding the determination of the projects for which Treasury debt assumption will be provided and the scope, elements, and payment terms of the financial obligations subject to assumption. In this context, it is necessary to obtain a Presidential Decree in order to establish the said transaction.
In terms of the establishment of the debt assumption in question, the implementation contracts for the projects outlined above must contain a provision stipulating that the relevant facility may be taken over by the relevant administrations by terminating the contracts before the expiration date. In such a case, in the event that the implementation contracts stipulate that the contracts are terminated before the expiry of the term and the facility is taken over by the relevant administrations, the financing obtained from abroad for the investments and services in question and the financial obligations, including those arising from derivative products, if any, for the provision of this financing, are assumed by the Ministry of Treasury and Finance. This debt assumption creates a contingent liability for public finance. Accordingly, when the contingent liability is realized (i.e., the contracts are terminated before the deadline and the relevant facilities are taken over by the relevant administrations), the Treasury will make the necessary payments to the creditors as required by the relevant financial responsibility assumed. The main point here is that the Treasury can only grant debt assumption for the financing provided from abroad, and the Treasury cannot grant debt assumption for the equity committed by the contractor.
The limit of the debt that can be assumed by the Treasury within a fiscal year is determined by the fiscal budget laws of the year. The President is also authorized to increase this limit up to one time. For 2023, this amount is set at USD 4.5 billion.
IV. Potential Legal Issues and Solutions in the PPP Model:
Although by definition, the PPP model refers to the cooperation of the public and private sectors, considering the size and complexity of the work undertaken, the high technological investment it requires, the difficulty of production, construction and management, it is possible that foreseen or unforeseen risks may occur during the implementation and operation of the project, and ultimately some legal problems may arise. Considering the fact that BOT projects can be implemented over a period of 49 years, and BLT projects over a period of 30 years as per the relevant legislation, it is likely that some problems may arise over time in such long-term partnership relationships. Therefore, an effective solution to the problems that may arise is also very important for the success of this cooperation relationship.
First of all, the PPP Implementation Agreement should be recognized as a synallagmatic contract in which mutual obligations are undertaken. This is because both parties to the contract have undertaken certain obligations towards the other party. For example, in return for the contractor's fulfillment of its performance obligations such as providing the necessary financing (equity + loan), design, construction, operation, etc., the administration party has to fulfill its performance obligations such as site delivery, demand/revenue guarantee, payment obligations (for build-operate-transfer projects, the performance obligation of the administration to complete the part of the revenue commitment not collected from the users, for build-lease-transfer projects, the performance obligation of the administration to make the availability payment to the contractor in certain periods in accordance with the provisions of the contract).
As of today, there is a consensus that PPP project implementation contracts are private law contracts. It is clearly regulated in the relevant law that BOT contracts (Article 5 of Law No. 3996) and BLT contracts (Articles 1 and 4 of Law No. 6428) are subject to private law. Therefore, general rules in the field of private law (Code of Obligations, Commercial Code) as well as the relevant special laws should be taken into account in the interpretation of the relevant contracts.
PPP Implementation Contracts may be a combination of several types of contracts defined in the Turkish Code of Obligations. For example, the creation of a certain work by the contractor constitutes a contract of work, and the rules of a number of contract types such as the payment of rent by the Administration within the scope of the projects whose construction has been completed and put into the use of the Administration (lease agreement) are in question. Therefore, in solving the problems that may arise, it is important to interpret the Implementation Contract, to understand the framework drawn by the contracts, to accurately determine which type of contract it corresponds to, and to apply the relevant rules.
PPP projects are highly complex in nature and involve a wide range of legal issues, including:
Contractual Considerations: PPP projects involve numerous contracts between public and private parties, including concession agreements, financing agreements, construction contracts, operation and maintenance contracts, and others. These contracts need to be carefully drafted to ensure that the rights and obligations of each party are clearly defined and potential disputes are minimized. In particular, ensuring that the terms used are not ambiguous and that the data and data sources referred to are clear enough to be understood in the same way by everyone will ensure that the parties are on the same page in their interpretation of the contract.
Regulatory and Compliance Issues: PPP projects often involve compliance with a wide range of regulatory requirements such as environmental, health, safety and labor regulations. Failure to comply with these requirements can lead to legal action and financial penalties.
Risk Allocation Issues: PPP Implementation Contracts involve the allocation of risks between public and private parties. These risks include construction, operational, financial and political risks. It is essential to ensure that these risks are appropriately allocated between the parties and that there is a clear mechanism for managing and resolving any disputes that may arise.
Intellectual Property Issues: PPP projects may involve the use of intellectual property rights such as patents, trademarks and copyrights. These issues need to be addressed in project contracts to ensure that IP rights are protected and used appropriately.
Dispute Resolution Issues: It is essential that dispute resolution mechanisms, including mediation and arbitration, are in place to ensure efficient and effective resolution of potential disputes. In particular, alternative dispute resolution mechanisms should be considered and incorporated into contracts to ensure efficient and effective dispute resolution. If arbitration is chosen, the inclusion of the place of arbitration and the arbitration rules to be applied in the contract in advance is very important for the effective protection of the rights of the parties.
Compliance with Anti-Corruption Laws: PPP projects need to comply with anti-corruption laws and regulations to ensure that the procurement process is fair and transparent and does not involve bribery or corruption. In this context, it is critical that national and international rules are enforced and that the necessary information is provided to the public and stakeholders in a transparent manner, while respecting trade secrets.
The first solution for the parties that comes to mind in dispute resolution is to reach an amicable settlement by compromise before a binding settlement method such as court or arbitration. This requires healthy communication between the parties, a common understanding of the problem, unprejudiced listening to each other's arguments, and ultimately a consensus of understanding.
Nevertheless, the resolution of issues such as the financial size of the project, the technical competence required by the project undertaken by the contractor, the amount and timing of the payment to be made by the administration to the contractor, the contractor's obligations regarding the quality of the service produced, the contractor's payment obligations to the creditor, etc. may require a number of solutions that require legal advice rather than amicable settlement.
In the event of any legal problems, the manner in which these problems will be resolved and the procedure by which they will be resolved make the design of the implementation agreements to be signed between the parties important. The fact that the nature of the implementation contracts is subject to private law, the justified expectations of the parties for the rapid resolution of the ongoing problem, and the completion of the project to be put into public service in the shortest possible time bring to mind the issue of faster and more effective resolution of legal problems.
The first solution that comes to mind in any legal problem is the courts. A statement to this effect may be included in the implementation contracts. However, referring the relevant legal problem to the courts may not serve the justified effective solution expectations of the parties due to reasons such as the fact that the relevant project is carried out in a smaller number, some specific problems that may arise from that project require more technical infrastructure and knowledge, on the other hand, there are no specialized courts in that field, and even if there are, the judicial practices of our country require a very long period of time.
At this point, alternative remedies may come into play. These alternative remedies include expert opinion, mediation and arbitration.
Expert Opinion: Expert opinion is a non-binding opinion by a technical person who has technical knowledge and experience in his/her field, usually from previous similar projects, which, although non-binding, can help the parties to understand the relevant legal problem more thoroughly and the solution to be offered to be more plausible. The most important advantage of this solution is that it is much more economically feasible (solution cost) and that the expert experienced in similar projects can reach an equitable conclusion in a shorter time by approaching the problems technically with more accurate perspectives. Particularly, the parties' questions that require clear answers can be met in a short time with the knowledge and experience of the relevant technical expert. However, even if a solution is reached in line with the expert's opinion, it is recommended that a legal advisor be involved in the process in order to protect the rights of the parties.
Mediation: It is a resolution that brings the disputing parties together to negotiate in order to reach a solution that they can accept at a reasonable level, enables the parties to listen to each other in front of a neutral third party who has the title of mediator, overcomes the possible communication blockage through the mediator and can only be binding with the agreement of the parties. The mediator's opinions to the parties are advisory and can be very effective in guiding the parties. It is considered beneficial to apply before proceeding to court and arbitration, which can be much more costly or long-lasting. Considering its advantages such as cost, speed, effectiveness, and the ability of the parties to communicate on the same plane, it is considered to be a good alternative for the resolution of the relevant problem.
Arbitration: Arbitration is a dispute resolution method in which disputes arising between the parties are resolved by arbitrators (arbitrators directly appointed by the parties and/or arbitrators appointed by the arbitration institution agreed upon by the parties themselves) instead of the official judicial bodies of the state (courts). It should be emphasized that not all matters can be submitted to arbitration. However, arbitration may be initiated in matters that the parties may freely dispose of. On the other hand, in order for the arbitration process to be initiated, there must be a provision in the contract between the parties or the existence of a separate arbitration agreement.
Arbitration is the application by the arbitrator or arbitral tribunal of the arbitration rules (arbitration procedure) and the rules of the applicable legal order (substantive law) to the dispute. The award resulting from the arbitration is binding on the parties. In this respect, it differs from expert opinion or mediation. However, it is still a faster, more efficient, more flexible and more favorable solution than court proceedings.
In PPP projects, there are a number of issues in the relevant legislation regarding how the arbitration process will be operated and the contracts subject to national or international arbitration.
Arbitration remedy may be applied under BOT contracts. Pursuant to Article 125 of the Turkish Constitution, concession agreements and contracts relating to public services may provide for the settlement of disputes arising therefrom through national or international arbitration. International arbitration can only be resorted to for disputes that have a foreign element. However, pursuant to "the Presidential Decree on the Implementation Procedures and Principles of the Law No. 3996 on the Construction of Certain Investments and Services under the Build-Operate-Transfer Model", Turkish substantive law rules should be applied to the merits of the dispute.
Within the framework of BLT projects, pursuant to the law no. 6428 on "the Construction, Renovation and Procurement of Facilities and Services by the Ministry of Health through the Public-Private Partnership Model and Amendments to Certain Laws and Decree Laws", the parties may agree that the dispute may be resolved within the framework of the "International Arbitration Law" dated 21/6/2001 and numbered 4686, provided that Turkish law is applied to the merits of the dispute. Thus, arbitration clauses may be included in the contracts with the free and common will of the parties, provided that Turkish substantive law is the substantive law rules to be taken into account for the resolution of the dispute.
With regard to arbitration, the arbitration rules of the World Bank Group's International Centre for Settlement of Investment Disputes (ICSID), the International Chamber of Commerce Arbitration Rules, and the Istanbul Arbitration Center (ISTAC) arbitration rules may be applied to PPP disputes. It should be noted that the arbitration clause to be included in the implementation agreement or in a separate arbitration agreement should specify the place of arbitration, the language of arbitration, and the number and selection of arbitrators, in order to determine the steps to be followed in case of a possible dispute. This is because issues such as where the arbitration will take place and the appointment of arbitrators by the parties to the arbitral tribunal are among the factors that may affect the efficiency and cost of the arbitration. Nevertheless, obtaining qualified legal assistance in matters such as the effective representation of the parties before the arbitral tribunal and the correct description of the issues to the arbitral tribunal will increase the expected benefit and legal security of the arbitration.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.