EPC Contracting for Power & Energy Projects

January 27-28, 2025 | Denver, CO :: Mountain Time

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“I came away from this course with a much better grasp of the context of so many terms and concepts I’d heard.  It brought together contract management, regulatory frameworks, and legal issues in a way that connected them well without being overly complex.” Senior Project Manager II, Duquesne Light Company

“EUCI trainings are consistently well planned and executed.” Sr. Pre-Construction Manager, EDF Renewables

“This course did an excellent job at both laying out an overview of important issues and providing practical solutions to actual issues faced by EPC contractors on an everyday basis.” General Counsel, Gridworks

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“The course did a very good job outlining the EPC contract process and what is covered.” Project Manager, Ampirical

“Presenters are active and knowledgeable about the field they presented on.” Business Development Project Manager, Jamaica Public Service

“The opportunity to see contracting from the Owner’s perspective will assist in supporting a successful contract negotiation and build a strong working relationship going forward. Thank you for the opportunity to engage with individuals who sit on both sides of the table.” Contracts Manager, Renewable Energy Systems

“This course provides a comprehensive introduction to key contract terms for people new to the process, and materials and information for those with experience as well. Contract positions are presented from both the Owner/Client and Contractor perspectives, and the presenters are open to questions and discussions.” Contracts Manager, Renewable Energy Systems

“Great refresher on EPC contracting, with updates on the latest and greatest in the industry. Instructors are very knowledgeable. Overall enjoyed attending the course.” – Shell

“Industry expertise, from industry experts.” – AES Clean Energy

“All topics were very interesting and full of actual information. Great!” – CMI Capital

An EPC contract is utilized for the development of power and energy projects and comprehensively addresses all aspects of the design, procurement, and construction of the project. It sets forth the duties, obligations, and responsibilities of the parties, defines the scope of work, allocates risk among the parties, and sets forth the financial obligations and entitlements of the parties. Understanding the provisions, mechanisms, and concepts regularly utilized in an EPC contract is critical to successfully developing a project from inception to commercial operation. 

This course will cover everything from conception to completion, with the end goal of teaching the attendees everything they need to know in order to go back to their organizations with a vast and holistic knowledge of the contracting process in order to participate in in-depth conversations.

Learning Outcomes

• Review the differences between EPC vs. other contracts and their primary objectives
• Evaluate site conditions and feasibility, including location, surface conditions, environmental factors, and more
• Discuss the RFP and bid process and the real property concerns in power projects
• Study the key issues in EPC contracts (i.e., schedule, performance, equipment, delays, indemnity, warranties, termination, etc.)
• Examine contractor prerequisites and learn how to avoid and manage claims

 

Monday, January 27, 2025 : Mountain Time

 

Introduction & Overview

• What are EPC contracts and why are they used?
  • Overview of EPC contracts
• Differences between EPC contracting and other contracting mechanisms
• Primary EPC contract objectives
  • Formalize the commercial agreement
    • Define parties’ relationships and respective obligations
    • Specify scope, timing, and price
    • Identify guarantees and penalties
  • Provide structure for project delivery (i.e., contract administration)
  • Create an enforceable agreement
  • Identify and allocate risk

Evaluation of Site Conditions & Project Feasibility

• Location
  • Labor
  • Delivery of major equipment
  • Availability; deliver of materials
  • Zoning and permitting
• Surface conditions
  • Slope/grade; sediment and erosion control
  • Regional watershed
• Subsurface conditions
  • Site investigations
  • Foundation design
  • Blasting/cutting
  • Drainage
  • Caverns, fissures, and voids
• Environmental
  • Protected Flora and Fauna

RFP & Bid Process

• Identify and solicit bid opportunities
• Review of bid specifications
  • Technical evaluation
  • Standards of performance
  • Contractor obligations
  • Owner obligations
• Assessment of Project Risk
  • Performance Risk
  • Legal Risk
  • Pricing Risk
  • Location Risk
  • Relationship Risk
• Develop and submit commercial bid and pricing
  • RFIs; Q&As
  • Subtrade engagement
• Contract review and negotiations

Real Property Concerns in Power Projects

• Site location and project feasibility
  • Required physical characteristics
  • Preliminary site investigations
  • Interconnection – proximity to regional transmission grid
  • Satisfying balancing authority requirements
• Securing the Project site – primary issues in land purchase and/or lease agreements
• Real property rights for project performance
  • Site access
  • Delivery of major equipment
  • Power distribution (i.e., transmission)
• NIMBY
  • Issues with adjacent landowners

Power Purchase Agreements (PPAs)

• What is a PPA and what is it used for?
• Overview of PPA process
  • Project Development
  • RFQ
  • PPA negotiation
  • Asset performance
• Key issues in PPAs
  • Term
  • Pricing; curtailment
  • Liquidated Damages
• Regulatory Approval and Conditions Precedent

Key Issues in EPC Contracts for Power and Energy Projects

• Scope of Work/Technical Specifications/Design Responsibility
  • Exclusions/Clarifications
  • Build to the Plans and Specifications
• Select Responsibilities (Risks) of Owner
  • Owner-Provided Equipment
  • Other Contractors
  • Access to Property – Land Owners
  • Owner-Provided Services (Permits)
  • Timely Review and Approval of Construction Documents
  • Timely Review, Approval, and Payment of Invoices
  • Financing – Tax Equity and Incentives
• Schedule
  • LNTPs, NTPs, and Commencement Date
  • Project milestones – Interim and Final
    • Common interim milestones
    • Substantial Completion / Placed in Service
    • Final Completion
  • Schedule Liquidated Damages
    • Daily and aggregate LD liability caps
    • Claw-back provisions
• Price and payment
  • Work schedule
  • Payment schedule – deliverables and milestones
  • Prompt Payment Acts
  • Cash Flow & Drawdown Schedule
  • Time and Materials, Unit Pricing, Cost of Work Plus Fee with GMP
  • Contingency
  • Retainage
  • Alternative Payment Arrangements
  • Liens and Lien Waivers
• Performance
  • Defining performance metrics and tests
  • Measuring performance
  • Performance Guarantees
  • Performance Liquidated Damages
    • Approaches
    • Daily and aggregate Performance LD liability caps
    • Buy-downs and “off ramps”
• Major equipment
  • Contractor v. Owner-supplied
  • Offloading, inspection, and installation
  • Delivery schedule and demurrage
  • Commissioning and performance
  • Warranty
• Delays
  • Excusable events
    • Force Majeure
    • Adverse Weather
    • Wind
    • Owner-Caused Delay
    • COVID-19 Impacts
    • Materials cost escalation and supply chain disruptions
    • Change in Law
  • Compensable vs. non-compensable delays
  • Concurrent delays
  • Notice requirements
  • Recovery Plans
    • Acceleration
• Changes
  • Scope change
  • Change Order Process
  • Pricing change (markups)
  • Schedule change
• Site conditions
  • Site investigations
  • Differing site conditions
    • Soils
    • Caverns, fissures, and voids
    • Protected flora and fauna
    • Other
  • Pre-Existing Hazardous Materials
• Limitations damages
  • Overall limitation of liability
  • Mutual waiver of consequential damages
  • Exclusions
  • Daily and aggregate LD liability caps
• Warranties
  • Term
  • Scope of service warranty
  • Notice and Contractor response time
  • Exclusions
  • Pass through warranties
• Indemnity
  • Indemnitees
  • Scope; Anti-indemnity statutes
  • Indemnification process
  • Exclusions

Tuesday, January 28, 2025 : Mountain Time

 

Key Issues in EPC Contracts for Power and Energy Projects (Continued)

• Termination/Suspension
  • Termination for Convenience
  • Default and Termination for Cause
  • Notice and opportunity to cure
  • Contractor’s right to terminate
  • Suspension (for cause/convenience)
• Payment and Performance Security
  • Contractor Security
    • Bonds; Letter of Credit
    • Parent Guarantee
  • Owner Security
    • Letter of Credit
    • Parent Guarantee
  • Project Financing
    • Assignment
    • Estoppels and consents
    • Representations and warranties
    • Lien subordination
• Other
  • Permits
  • Documentation/Reporting
  • Tax Exemptions
  • Insurance
    • Builder’s Risk
    • Risk of loss
  • Domestic content and local hiring requirements
  • Collective Bargaining Agreements
  • Non-solicitation provisions
  • FCPA and anti-bribery
  • Dispute Resolution

Contract Administration in EPC Contracts for Power & Energy

• Contractor prerequisites
  • Licensing
  • Contractor Safety Program
  • Code of Conduct
  • Diversity Requirements and EEOC
  • Cybersecurity –information security
  • Invoicing
  • Quality management, inspection, testing, and documentation
  • Major subcontractors
  • Equipment and material procurement
  • Taxes
• Development of exhibits
  • Technical specification – conformance specification and Standards of Performance
  • Environmental and site description
  • Permits – contractor and utility
  • Reporting requirements (daily, weekly, monthly, quarterly)
  • Spare parts list
  • Commissioning and testing plan
  • Key personnel
  • Contractor safety program
  • Major subcontractors and approved equipment suppliers
  • Optional pricing schedule
  • Training programs
  • Document submittals

Avoiding and Managing Claims

• Common claims and their causes
• Best practices for avoiding and managing claims and disputes
• Navigating the disputes process

Alex King, Associate, BBG Construction Law

Alex’s legal career has consisted of advising clients through all phases of dispute resolution, real estate development, and transactional work, including reviewing contracts, drafting motions, conducting in-depth research, drafting memos, performing real estate due diligence, communicating with clients, preparing for, and participating in trial and arbitration, and facilitating alternate dispute resolutions. Alex has drafted and negotiated contracts for clients and supported their projects. Alex obtained his law degree from the University of Denver, Sturm College of Law and is admitted to practice law in Colorado and Federal Courts.

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Brian Schnall, Senior Counsel, RES 

Brian represents a multi-national renewable energy company (RES) in connection with the development, construction, and operation of utility-scale wind, solar, and battery energy storage projects.  Brian has extensive experience drafting and negotiating a variety of complex contracts, including power purchase agreements, engineering, procurement, and construction agreements, operation and maintenance agreements, membership interest purchase agreements, and financing agreements.  Brian has a diverse understanding of legal and commercial concerns impacting developers, contractors, owners, and suppliers.  Brian joined RES after seven years at an AM Law 100 firm. 

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Stephen Wichern, Partner, BBG Construction Law

Stephen supports contractors, subcontractors, and public and private owners in the drafting and negotiation of construction contracts for infrastructure and commercial projects of all natures and sizes. Stephen also provides guidance and assistance to project management teams on a variety of issues arising during the performance of construction projects, including pursuing relief for excusable events, addressing lien claims and discharging sub-tier liens, and finalizing completion certificates and project close-out. Stephen joined BBG Law after seven years as Senior In-House Counsel for an international renewable energy company specializing in the development and construction of utility-scale solar, wind, and battery storage projects.

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Suzanne Wilson, Partner, BBG Construction Law

Suzanne leads BBG’s real estate and development practice where she represents general contractor clients with their real estate needs and provides full transaction support to development clients during all phases of the development lifecycle including property acquisition and disposition, due diligence, financing (both public and private), leasing and construction support. Suzanne has worked on both the business and legal side of the development and construction industries, and brings experience and understanding to both the legal and business needs of her clients. Her experience includes negotiation of multi-million-dollar subcontracts and supplier agreements, training the contractor’s engineering and business staff on contracts and risk mitigation, negotiating both short and long term leases on behalf of the contractor and training the project teams on owner contracts. Suzanne has been involved and provided legal support on both bid-build and design-build construction projects from bid to closeout.

REGISTER NOW FOR THIS EVENT:

EPC Contracting for Power & Energy Projects

January 27-28, 2025 | Denver, CO

Your registration may be transferred to a member of your organization up to 24 hours in advance of the event. Cancellations must be received on or before December 27, 2024 in order to be refunded and will be subject to a US $195.00 processing fee per registrant. No refunds will be made after this date. Cancellations received after this date will create a credit of the tuition (less processing fee) good toward any other EUCI event. This credit will be good for six months from the cancellation date. In the event of non-attendance, all registration fees will be forfeited. In case of conference cancellation, EUCIs liability is limited to refund of the event registration fee only. For more information regarding administrative policies, such as complaints and refunds, please contact our offices at 303-770-8800

Instructional Methods

Case studies and PowerPoint presentations will be used in this program.

Requirements for Successful Completion of Program 

Participants must log in each day and be in attendance for the entirety of the course to be eligible for continuing education credit.

Course Credits 

EUCI can provide CEU credits, CPE credits, or a simple Certificate of Course Completion (shows total course hours (PDH).  We can also assist with CLE applications.  Registrants requiring CLEs should make their request in advance of their course.

IACET Credits

EUCI is authorized by IACET to offer 1.1 CEUs for this event.

Verify our IACET accreditation

Who recognizes IACET Credits?

EUCI is accredited by the International Accreditors for Continuing Education and Training (IACET) and offers IACET CEUs for its learning events that comply with the ANSI/IACET Continuing Education and Training Standard. IACET is recognized internationally as a standard development organization and accrediting body that promotes quality of continuing education and training.

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CPE Credits

Upon successful completion of this event, program participants interested in receiving CPE credits will receive a certificate of completion.

Course CPE Credits: 13.0
There is no prerequisite for this Course.
Program field of study: Specialized Knowledge
Program Level: Basic
Delivery Method: Group Internet Based
Advanced Preparation: None

EUCI is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: www.nasbaregistry.org

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CLE Credits

The Colorado Office of CLJE has accredited this course under C.R.C.P. 250. Colorado attorneys and judges who attend this entire seminar, i.e., who attend or complete all accredited, educational sessions, may claim 13.0 CLE Credits.  

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Wyoming CLE Credits

EUCI has been approved by the state of Wyoming for 11.00 General credits.