mona dajani
DESCRIPTION
EPCTRANSCRIPT
Mona Dajani
Partner
November 2014 EPC (Engineering, Procurement and
Construction) Contracts in the Energy Sector in
the USA
USA Infrastructure Day Mona Dajani, Partner
Baker & McKenzie LLP
November 20th and 21st, 2014
Madrid and Lisbon
Introduction, Objectives & Agenda – Introduction
– Objectives
1. Discuss different types of contracting structures used in large-scale
projects, with a focus on EPC
2. Consider the key issues that may arise during negotiations and project
implementation
– Agenda
Part I: Introduction to Contract Structures frequently used for major projects in
the United States
Part II: Key EPC contracting issues
Part III: Practical tips
© 2014 Baker & McKenzie
Mona Dajani
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– Separation of design and construction
– Original basis of many of the standard forms
– Still relevant for large non-project financed contracts and some elements of project-financed projects
– cf. “hybrid construction” approach (novating design to contractor)
Construction Contract
OWNER
MAIN
CONTRACTOR
Construction
Contract
PROJECT MANAGER
M&E ENGINEER
STRUCTURAL ENGINEER
OTHERS
Consultants appointments
Sub
Contracts
SUB CONTRACTORS
LEAD DESIGNER
© 2014 Baker & McKenzie
Mona Dajani
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Advantages
– greater control of design requirements and construction process
– flexibility, including as to pricing approach and selection of contractors
– speed of bidding (once design completed)
– ability to replace defaulting contractor
Disadvantages
– design and construction interface risk
– requires full design before commencement of work
– buildability issues
– adversarial relationship
– may be relevant for infrastructure assets but not for plant
Construction Contract - Pros & Cons
© 2014 Baker & McKenzie
Mona Dajani
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Consultant
appointment
-
OWNER
EPC
CONTRACTOR
SUB CONTRACTORS
PROJECT MANAGER
ENGINEER
TECHNOLOGY PROVIDER?
Sub-
Contracts
EPC Contract
Other
consultant
appointments
OTHERS
EPC Contract
– design and construction responsibility taken by the Contractor, i.e. “turnkey basis”
– EPC typically used on power, process and other plants
– similar approach used for other civil infrastructure (e.g. ports, roads etc.) called “design and build” (note
variation in naming convention)
– commonly used for project financed assets
© 2014 Baker & McKenzie
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Advantages
– single point of responsibility
– limited interface risk
– fixed price (although some variations to pricing structures)
– potentially fixed schedule (subject to contractual adjustment mechanisms)
– contractor has design liability
– bankability
– easier contract administration
– single or multiple completion dates for Works or Sections
Disadvantages
– tender process can be long and costly
– prices can be higher – all risks are priced
– limited pool of contractors – competitive pressure may not off-set the risk pricing
– contractor default has a significant impact
– potentially adversarial relationship
– loss of control – less Owner involvement and potential for intervention
– cf. caps on liability and limitations on liability
EPC - Contract Pros & Cons
© 2014 Baker & McKenzie
Mona Dajani
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OWNER
EPCM CONTRACTOR
WORKS CONTRACTORS
Engineering
Procurement and
Construction
Management
Agreement
WORKS CONTRACTS
EPCM Contract
– EPCM Contractor provides engineering and supervisory services in connection with procurement
and construction but not the procurement and construction work itself
– EPCM Contractor's basic role is to:
carry out basic and detailed engineering
manage and co-ordinate the activities of equipment suppliers/construction contractors, in a
project management capacity
assist the Owner to select and enter into contracts with equipment suppliers/construction
contractors for the implementation of the project © 2014 Baker & McKenzie
Mona Dajani
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Advantages
– lower bid costs and potential cost savings
– efficient design process and fast-track construction
– direct contractual relationships
– expert contractors
– non-adversarial relationship between EPCM Contractor and Owner
– replacement of works contractors
– higher level of control and intervention by the Owner
Disadvantages
– no single point of responsibility
– no fixed price or schedule
– lower levels of liability for EPCM Contractor and works contractors
– questions of bankability
– cross claims between works contractors
– contract administration
– less performance security
EPCM Contract - Pros & Cons
© 2014 Baker & McKenzie
Mona Dajani
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Phased Approach - Convertible EPC Contract
Detailed design
under FEED or
another Contract
Open Book
Estimate
(or tender
process) of
sub-contract
items
+
Detailed
Execution
Plan
Agreed EPC price
EPC Contract
Further design,
procurement and
construction
– The initial design work is carried out under a separate FEED contract until the EPC price can be
determined
– The contract then converts into a full LSTK EPC contract © 2014 Baker & McKenzie
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Convertible Approach - Pros and Cons
Advantages…where lump sum EPC contract cannot be readily agreed…
– EPC risk allocation, upon conversion
– lower tender costs
– lower contingencies in final EPC price
Disadvantages
– loss of competitive pressure (in practice)
– lack of initial certainty as to contract price or design
– potential failure of parties to agree on EPC contract price on completion of the open book process
– need for full transparency in Contractor‟s costs and monitoring by Owner
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Splitting Contracts (Tax)
Issues to consider
– rationale (avoiding local corporate taxation on work carried out offshore)
– scope of the onshore/offshore contractor work
– typical structure (coordination/umbrella agreements)
– how do you avoid liability “gaps” between offshore and onshore contractors?
– who takes tax risk if it does not work?
Practical messages
– undertake tax analysis as early as possible to determine best contract structure for tax efficiency
(contract split must be driven by tax regime of the deal)
– ensure that technical schedules can be split (if necessary)
– tender process should reflect the split
© 2014 Baker & McKenzie
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“Typical” Issues Why are issues “typical”?
– they represent the balance (levers) between the contract price and the allocation of risk
for the contractor, a higher price may mean it is prepared to take more risk
for the employer, a lower price may mean it must take on more risk
– allocation of risk is critical, even in an EPC contract. Engineering projects are inherently risky;
who is best placed to take on the risk?
What are the “typical” issues?
1. quality (standards of work or performance):
– warranties and standards of care
– performance testing and under-performance remedies
2. time (schedule) and money (costs and finance):
– program, time for completion and delay remedies
– grounds for extension of time and cost
3. consequences if things go wrong:
– performance security
– termination (including force majeure)
– limitations on liability and indemnities
– Technology
© 2014 Baker & McKenzie
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Warranties
Issues to consider
– contractor may not have back-to-back (or PII) protection for non-negligent design
– warranties are a product of English law, not typically known in a civil law context
Typical EPC warranties
– compliance with “Good Industry Practice” and contract requirements, including performance –
consider specific performance requirements
– “fitness for purpose”, as specified in the Contract – there may be issues in negotiating this
standard as may need to define purposes clearly
– free from defects in design and workmanship
– obtaining required third party IP rights and no infringement
– compliance with laws, relevant codes of practice and ethics (which ones?)
– designed for minimum specified working life
© 2014 Baker & McKenzie
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Performance Testing and Liquidated
Damages for Performance Issues to consider
– matching up the technical schedules in the contract with the language in the conditions (often
different workstreams)
– performance liquidated damages must be a genuine pre-estimate of loss
– performance liquidated damages only achieve so much; difficulties of achieving practical sanction
if plant falls below the minimum standards where rejection is not realistic
Performance testing and damages mechanisms; the EPC contract should include
– testing regimes and performance liquidated damages in respect of key criteria (eg product quality,
capacity, utility consumption etc.)
– mechanisms to recover performance liquidated damages within specified parameters, but right to
reject or reduce price if performance is below minimum standards
– clear program for testing – whether testing takes place before or after taking-over by Owner (e.g.
on Mechanical Completion or after commissioning or both)
© 2014 Baker & McKenzie
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Time & Cost Contract program and time for completion
– critical issue – importance of completion on time to preserve revenue stream
– program – role, adjustment and legal status under the EPC contract; project to be completed as a
whole or in sections?
– defects liability period – purpose, effect and extension
Delay liquidated damages
– delay liquidated damages for failure to meet Time for Completion for works or relevant section
– consider whether interim dates should also attract delay LDs (if so, consider cumulative effect of
LDs at different stages)
– daily or weekly rate to be set out in Contract
– setting and claiming - must not exceed a “genuine pre-estimate” of loss (cf. modeling)
– unenforceability and general damages claims / “sole remedy” provisions; ensure correctly
specified in the contract and, if not to apply, is it clear that general damages should apply?
Grounds for extending time and cost
– acceleration and expediting – ability to require Contractor to accelerate or expedite and the
consequences of doing so
– extensions of time; allocation of delay risks may be heavily negotiated
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Time & Cost - Key Principles
Contract drafting is important but consider too the role of law
– prevention principle
– application of extension of time grounds (cf. case law)
– waiver / estoppel
– quantum meruit / acts of prevention / time „at large‟
– EOT Notice Requirements
– Constructive acceleration claims
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Performance Security
Issues to consider
– from whom should the security be sought?
– for how much?
– for how long?
Types of security
– advance payment guarantee
– performance bond
– parent company guarantee
– retention / retention bond
– subcontractor indemnities
…or a combination
© 2014 Baker & McKenzie
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Performance Security
Type of Security Key Points
Performance Bond – % of Contract Price – frequently in range of 10%
– Adjusted if Contract Price increases by specified percentage
– To be provided prior to site mobilisation or any payment
– In approved form (attached to Contract) – key question: demand or default basis?
– Continues until completion of Works and defect rectification
– Can be called for any breach
– Failure to comply with requirement to be a Contractor default leading to termination
Parent Company Guarantee – From approved parent company
– Subject to same limitations as EPC Contract
– Specified form to be attached – key issue is to try to include “primary obligor” guarantee and indemnity
– Provided prior to payment
– Failure to comply with requirement is a Contractor default leading to termination
Advance Payment Guarantee – Where an advance payment is to be given
– For mobilisation and design work
– In approved form (attached to Contract) for amount of advance payment
– Amortised by pro rata deductions from interim payments
– Amount of guarantee reduced each year
– Pre-condition to payment
– Failure to comply with requirement is a Contractor default leading to termination
Retention – Cash retention of specified % (in range of 3-5% generally but may be higher) from interim certificates to a
total of similar % of Contract Price
– Released on issuing of Taking-Over Certificate
Subcontractor Indemnities – To be assignable to Owner and will be assigned on expiry of Defects Period.
Performance Security – Typical Key Protections under EPC Contract
© 2014 Baker & McKenzie 23
Typical Termination Rights
Issues to consider
– termination is a last resort, but if it happens all parties need to understand the consequences
– the consequences of termination will differ depending on the circumstances
– remember that if termination occurs, handover may be required
Typical grounds for termination by the Owner
Grounds of Contractor default, if the Contractor: Typical (FIDIC) consequences
– fails to provide or comply with requirements for performance
security
– abandons the Works or demonstrates intention not to continue
– commits a material breach of Contract
– fails to proceed (without reasonable excuse)
– prolonged delay so that liable for Delay Damages up to the cap
– becomes insolvent
– subcontracts whole Works or assigns without consent
– commits a breach of law
– notice of default with cure period for some events, immediate for
others
– payment obligations – cease further payments to Contractor and
recovery of “additional cost to complete”
– practical consequences:
vacation of site and delivers goods, documents to Owner
and removes Contractor‟s Equipment
transfer of sub-contracts (best efforts basis)
© 2014 Baker & McKenzie
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Force Majeure
Force Majeure
– Not defined under English law so contractual definition is important
– General tests plus non-exhaustive list of events or narrower test (perhaps with specific
exclusions)
– Consequences for parties‟ obligations – time and cost
– Possible termination for prolonged delay
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Typical grounds for termination by the Contractor
Termination by reason of Force Majeure
Termination for convenience Sometimes negotiated (e.g. Owner can terminate on 28 days‟ notice) but may be resisted by Contractor. Generally cannot terminate in order to
execute the Works himself or through another contractor. Consequences are as per a termination for Owner default or FM
Grounds of Owner default, if the Owner: Typical (FIDIC) consequences – fails to make payment within specified period of relevant payment
period
– substantially fails to perform obligations
– instructs a prolonged suspension of whole of Works
– becomes insolvent
– notice of default with cure period for some events, immediate for
others
– payment obligations: return of Performance Security; pay for work
done; plant and materials ordered and delivered / to be delivered;
other costs reasonably incurred in expectation of completing
Works; cost of removal of equipment and temporary Works and
repatriating labor
– practical consequences: Contractor ceases work (except for
safety), hands over paid-for documents, materials and vacates site
Prolonged Force Majeure Typical (FIDIC) consequences – If progress of substantially all of the Works prevented for a long
period or multiple periods in aggregate for same FM event, either
party can terminate on notice (periods vary from contract to
contract)
– Note that FM is not defined under English law so contractual
definition is important
– payment obligations: pay for work done; plant and materials
ordered and delivered / to be delivered; other costs reasonably
incurred in expectation of completing Works; cost of removal of
equipment and temporary Works and repatriating labor
– practical consequences: Contractor ceases work (except for
safety), hands over paid-for documents and materials and vacates
site
© 2014 Baker & McKenzie
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Indemnities
Issues to consider
– relationship between indemnities and caps on liability
Typical EPC indemnities
From Contractor From Owner
– personal injury / death caused by Contractor negligence
– property damage (other than the Works)
– other site contractors claims caused by this Contractor
– IP infringement
– compliance with laws
– compliance with export / country of origin law
– Interference with the public
– damage from transporting goods
– protection of the environment
– claims of Contractor personnel / sub-contractors
– personal injury / death caused by Owner
– right to have the Works executed on the land
– Owner‟s risks:
war / hostilities
rebellion
terrorism
riot or disorder
ionising radiation / pressure waves
© 2014 Baker & McKenzie
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Limitation of Liability Issues to consider
– Contractor will expect to cap its liability
– questions are the level of the cap and exclusions from the cap
– English law position on excluding liability – e.g. statutory limitations on exclusions of liability for
fraud, personal injury/death etc.
– note interface with insurance and who maintains it
– what constitutes direct loss?
Typical provisions might be as follows but will be negotiated
Cap on liability at specified % of the Contract Price Consequential Loss exclusion (i.e. loss of profits,
loss of contracts etc.)
– IP infringement
– environmental indemnity (?)
– personal injury / property damage / third party claims
– amounts recovered under insurances (i.e. insured matters)
– fraud, deliberate default or reckless misconduct
– cost of defects work
– IP infringement (?)
– environmental indemnity (?)
– delay and performance liquidated damages
– personal injury / property damage / third party claims
indemnities
– fraud, deliberate default or reckless misconduct
© 2014 Baker & McKenzie
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Technology - Key Principles
There are no specific tailored provisions in standard form EPC contracts (recall Part I of presentation)
so if technology to be used, the parties will need to consider
– who is responsible for obtaining the technology rights and what rights are required?
– if Contractor obtains tech rights, how and on what basis will they transfer to Owner?
– if Owner obtains tech rights, sublicense or direct license from technology provider?
(Confidentiality issues can be sensitive depending on relationship of technology provider and
Contractor)
– extent of Contractor‟s responsibility for performance of technology and design work by
technology licensor (i.e. the extent of the “wrap”); If “no” or “limited wrap”, the limitations on
Contractor‟s liability
– provisions for performance testing the Works, process guarantees and minimum requirements
and performance liquidated damages
The advantage of having an EPC contractor is that Owner can (to a degree) pass on risk but
remember that the Contractor will price risk in. This is an unavoidable clash and will need to be
considered as a key part of pricing
© 2014 Baker & McKenzie
Mona Dajani
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Practical Tips for the Owner
Pre-negotiation
– engage key advisors early (finance, project management, insurance surveys / geophysical)
– undertake tax analysis to determine structure
– consider the interface between different workstreams upfront
– letters of intent – commercially may be necessary but risky
– if seeking “hard points” set them out in the tender (cf. pricing)
© 2014 Baker & McKenzie
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Practical Tips for the Owner
During negotiations
– maintain bargaining position as long as possible
– ensure a balance between allocating risk to Contractor and price
– ensure clear and realistic negotiation schedule
– integrate technical working groups with commercial working groups (to avoid mismatch between
technical appendices and body of the contract)
– coordination and program is key
– get insurance provisions done
– when do you let the lenders in?
During contract implementation
– ensure conduct is consistent with contract (do not delay or waive rights, expressly or impliedly /
be aware of the concept of „equity‟, including the duty to act in good faith, etc.)
– keep records (the Contractor will)
© 2014 Baker & McKenzie
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© 2011 Baker & McKenzie 33
International Standard Forms - FIDIC Suite of Contracts
Use: Building & Civil Engineering
Construction
Key Features:
• Design by Engineer appointed by Employer
so design responsibility on Employer
• Price and Payment - option for remeasure-
ment or fixed price
• Engineer role – acting for Employer
• Disputes resolved by Dispute Adjudication
Board, then by ICC arbitration
Use: Mechanical and Electrical Plant or
Design and Build
Key Features:
• Broadly similar conditions to Red Book
• Design by Contractor – undertakes
“fitness for purpose” standard for design
and construction
• Detailed tests on and after completion
with potential for performance liquidated
damages
• Price and payment – lump sum fixed price
• “Risk Sharing” approach to allocation of risk
• Engineer role – acting for Employer
• Dispute resolution, as for Red Book
Use: Turnkey Projects, particularly power
or process plants/ frequently used
on limited recourse BOT Projects
Key Features:
• Greater risk allocation towards Contractor
than under the Red/Yellow Book
• Intended to provide greater cost and time
certainty needed for BOT projects
• FIDIC expects standard form to be amended
to reflect requirements of project
• Full turnkey design and construction
responsibility on Contractor
• Employer‟s Representative replaces Engineer
• Price and payment – lump sum fixed price
Yellow Book (1999)
(Plant and Design – Build)
Silver Book (1999)
(EPC and Turnkey)
Red Book (1999)
(Construction Contract)
Employer Engineer +
Design Team
Contractor
Sub-contractors
Employer Engineer
Contractor
Sub-contractors
Design team
Employer Employer’s
Representative
Contractor
Sub-contractors
Employer/
Design Team
Red Book
Design
Contract
Yellow Book Silver Book
Engineer Administrative
Role
Design
Contract
Design
Contract
Important Points: • Good starting point but always need tailoring for particular requirements of project and to correct ambiguities in standard forms
• Similar layout/numbering/language for consistency
• Based on UK common law origins – reflected in risk allocation, language and approach but widely accepted principles and processes for international
construction and engineering
Administrative
Role
Speaker Biography
Practice Description:
Mona Dajani, who holds a Masters of Business Administration as well as Civil Engineering degrees, is
recognized both nationally and internationally as a leader in the field of public-private partnerships (PPPs).
She focuses her global practice on energy, infrastructure and other commercial and industrial projects. Her
practice focuses primarily on project finance, corporate finance, mergers & acquisitions, and construction for
government and private clients on a global basis. She has represented developers, energy and clean
technology companies, private equity funds, investment banks, commercial banks, regulatory agencies and
multilateral agencies in transactions throughout the North America, Latin America, Europe, Asia, India and
the Middle East.
Practice Focus:
She has extensive experience structuring, procuring, financing, and negotiating cutting edge PPPs to
develop infrastructure projects in several different industries, including energy, transportation,
water/wastewater, solid waste, and freight rail. She has developed greenfield and brownfield PPPs, using
concession/franchises, design-build-finance-operate, design-build-operate-maintain, and other alternative
project delivery and innovative finance methods on billions of dollars in projects. Ms. Dajani not only helps
public agencies implement projects, she has particular expertise in advising domestic and foreign agencies
in developing PPP programs from the outset, where she has assisted agencies assess legislative
frameworks and constraints, develop program guidelines and policies, create and implement PPP project
screening and feasibility studies, create consultant conflict of interest policies focused on PPP programs,
and organize and structure master project delivery schedules prioritizing and logically delivering multiple
PPP projects.
Ms. Dajani assists owners and developers throughout the entire project spectrum, commencing at project
conception and continuing through punchlist completion, and beyond, including: selecting the appropriate
project delivery system and contractual structure; drafting and negotiating construction-related agreements,
such as EPC, design-build, EPCM, construction, construction management, engineering, architectural,
program management and development agreements; drafting and negotiating operation and maintenance agreements and LTSAs; and resolving construction-related disputes.
Mona E. Dajani
Partner
Chicago, USA
Tel: +1 312 861 2975
mona.dajani
@bakermckenzie.com
Global areas of
practice:
Banking, Finance & Major
Projects
Awards, Honors & Skills:
Ms. Dajani is consistently ranked as one of the world‟s leading project finance lawyers by Chambers. Ms.
Dajani has been awarded America's Leading Lawyers for Business, and is similarly evaluated in numerous
"Who's Who" and other rankings by various organizations and publications. A frequent writer and speaker
on issues of interest to the energy industry and the legal profession, she has lectured extensively throughout
the country and abroad on issues for organizations including Lorman Education Services, Law Seminars
International, Urban Land Institute, Construction Law Superconference and Middle East Project Finance
Conferences in the United Arab Emirates. She is an adjunct professor at the University of Southern
California Gould School of Law where she teaches project development, infrastructure construction,
project finance and renewable energy law.
She has appeared on CNBC, FOX News and the Rachel Maddow show and has been quoted in the New
York Times, Business Week, Wall Street Journal, Forbes, Financial Times and other key publications
on renewable energy issues. She is listed in The International Who's Who of Real Estate Lawyers,
Who's Who in America, Who's Who of American Women, and Women in Project Finance/Project
Development Law. She serves on the board for the City of Hope Hospital in Los Angeles and also serves
on the national board for United Cerebral Palsy of Greater Chicago.
Representative Legal Matters:
Infrastructure & Public Private Partnerships
For the last 16 years, lead counsel for Deep Tunnel Project or the (Chicago Deep Tunnel). This mega-
project is one of the largest civil engineering project ever undertaken in the U.S. terms of scope, cost and
timeframe. The project is managed by the Metropolitan Water Reclamation District of Greater Chicago in
conjunction with the U.S. Army Corps of Engineers. Completion of the system is not anticipated until
2019, but substantial portions of the system have already opened and are currently operational. Acted as
fully-integrated member of the owner's management team, providing day-to-day advice on all aspects of
design and construction. Also worked with the owner, designer and construction manager to resolve
problems quickly and keep construction moving and assisted in reporting to the owner's Board of
Directors, the Department of Justice, the U.S. EPA, the federal court overseeing the project and various
regulatory bodies;
© 2014 Baker & McKenzie
Mona Dajani
36
Representative Legal Matters:
A global cement manufacturing company with respect to a construction, procurement and supply agreements for the world‟s
largest cement manufacturing plant;
A joint venture in the development of a petrochemical facility in Saudi Arabia, valued at $20 billion and constituting the largest
petrochemical facility ever built in a single phase;
A global mining company in the drafting and negotiation of an EPCM agreement for the engineering, procurement and
construction management of a $1 billion copper mining facility located in the Andes Mountains of Chile;
An electric utility company with the drafting and negotiation of an EPC agreement for the design and construction of a 2000
MW greenfield nuclear power plant in the Southeastern United States;
Freeport LNG Development in the drafting and negotiation of an EPC agreement to expand its LNG import facility to
incorporate LNG liquefaction capabilities (the first and second trains), the expansion which is valued in the billions of dollars;
An owner with respect to the drafting of a dredging contract valued in excess of $1 billion for a major port project in the United
Arab Emirates;
– Presidio Parkway Public-Private Partnership project, a $1.1 billion highway project to replace Doyle Drive, the southern
access to the Golden Gate Bridge, in San Francisco, California, and the first transportation infrastructure project completed
under California's new enabling statute for P3 projects;
– El Arráyan wind energy project, a 115-MW wind farm and Chile's largest wind project;
– Port of Miami Access Tunnel in Florida, named the 2009 “P3 Deal of the Year” by Project Finance International, the 2009
“North America P3 Deal of the Year” and the 2009 “Global Deal of the Year” by Project Finance, and shortlisted as a “Deal of
the Decade” by Infrastructure Journal;
– Pocahontas Parkway in Virginia, which was named 2006 “Project Finance Deal of the Year (Americas)” by IFLR;
– Lead counsel for build-transfer arrangement with the Los Angeles Department of Water and Power for a 120- megawatt wind
project in California and the build-transfer arrangement with an energy company for an approximately 220-megawatt wind
project in Washington, including related turbine purchase and balance of plant negotiations for both projects;
– Lead counsel for representation of the lenders to Midway Investment and Development Company LLC, the preferred bidder
selected by the City of Chicago in connection with the privatization of Chicago-Midway airport; and
– Lead counsel for representation of the New Jersey State Treasurer‟s office in connection with the proposed concession of the
New Jersey Turnpike, the Garden State Parkway and the Atlantic City Expressway. © 2014 Baker & McKenzie
Mona Dajani
37
Professional affiliations:
– American Bar Association - Vice Chair, Project Finance of the Energy Infrastructure & Siting
Committee and Forum on Construction Industry
– Association of International Petroleum Negotiators (AIPN) - Member
– Institute for Energy Law - International Section
– The Energy Lawyers Network - Member
– American Council on Renewable Energy - Member
– United Cerebral Palsy of Greater Chicago - Board of Directors
– Lawyers for the Creative Arts – Member
Education and admission
Education:
– Loyola University Chicago School of Law (J.D. summa cum laude) (1996)
– University of St. Thomas (M.B.A. with Distinction) (1992)
– University of Illinois (B.A./B.S. Economics, Engineering and Political Science magna cum laude) (1988)
Admissions:
– New York~United States (2013)
– U.S. District Court, Northern District of Illinois~United States (1996)
– Illinois~United States (1996)
Pro bono and community involvement
– United Cerebral Palsy of Greater Chicago - Board of Directors
© 2014 Baker & McKenzie
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Practice Description
José Antonio Morán is the chair of the Firm's North America Banking, Finance & Major Projects Practice
Group. He has represented clients in numerous high-value deals, including one recognized by Thomson
Project Finance International as “the largest merger and acquisition deal in Latin America.” The Legal 500
United States recognized him in the 2014 edition in the areas of project finance and real estate and
construction. Mr. Moran has been trained as a lawyer under a civil law system and a common law system.
In addition to his practice, he serves as a lecturer at Loyola University School of Law in the Comparative Law
Seminar on Legal Systems in the Americas and as visiting professor at Northwestern Law School as a
lecturer in the Project Finance class. Mr. Moran acted as the Vice Chair of the Banking and Financial
Services committee of the International Institute for Conflict Prevention and Resolutions (the CPR). Mr.
Morán is the chair for the North America Banking, Finance & Major Projects practice group.
Practice Focus
Mr. Morán concentrates primarily on transactions in the US, Spain and Latin America. He has assisted major US banks and institutional lenders in negotiating and drafting documents regarding loan syndications for Latin American borrowers, as well as US and European-based oil and gas companies in Latin America in acquisitions. He has also represented contractors in connection with ground-up, design/build projects, bulk fuels, and construction and renovation projects in military environments pursuant to NATO and Status of Forces Agreements in Spain, Portugal, Korea, Japan, Jordan, Iraq, Afghanistan and Qatar.
Mr. Morán serves as counsel in major project finance and infrastructure transactions, moving complex projects through development, financial closings and operations.
Representative Experience
Advised Obrascon Huarte Lain in connection with the P3 concession work for the I-77 High Occupancy Toll Lanes Project in North Carolina.
José Antonio Morán
Partner
Chicago, USA
Tel: +1 312 861 2829
Jose.Moran
@bakermckenzie.com
Global areas of
practice:
Banking & Finance
Cross-Border Counseling
Major Projects
Speaker Biography
© 2014 Baker & McKenzie
Mona Dajani
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Representative Experience (contd.)
Represented Maxam Corp (Europe‟s largest explosives manufacturer) in connection with Maxam‟s joint venture in China. This joint venture will be dedicated to the manufacturing and commercialization of civil explosives and initiation systems for the sectors of mining, quarries and construction of infrastructures inside the Chinese market.
Represented Obrascon Huarte Lain in connection with the acquisition of 50.1% of the equity capital of Judlau Contracting.
Represented OHL Construction Canada Inc. and Fomento de Construcciones y Contratas Canada Ltd. in connection with the structuring and formation of OHL-FCC-DIBCO North Tunnels Canada Inc., for the bid and upon winning the bid the implementation of the tunneling projects for the Toronto Transit Commission subway line expansion.
Represented the Gas Natural Group, as purchaser in connection with the implementation and performance of the Share Purchase Agreement with Electricite de France and Mitsubishi Corporation.
Representation of a major international pipeline, oil and gas company and an international oil and gas field services company as co-venturers in all phases of a BOO project in northeastern Venezuela for medium and high pressure facilities for the compression of natural gas and reinjection into the El Furrial oil field, including creation of a joint venture project company, negotiation and documentation of major equipment purchase contracts and EPC contracts, and negotiation of terms for financing from the Overseas Private Investment Corporation.
Represented the Bank of Montreal, acting through its Toronto branch, as borrower in connection with a credit facility for an amount in Mexican pesos not exceeding the equivalent of USD100 million provided by Banco Inbursa, S.A., Institucion de Banca Multiple, Grupo Financiero Inbursa, as Lender.
Represented the concessionaire for the railway connecting the Atlantic and Pacific coasts between the Panamanian ports of Colon and Balboa in connection with the debt and equity financing for renovation costs sponsored by the International Finance Corporation.
Advised the sponsors and project companies in Argentina in connection with the renegotiation of approximately USD1 billion in multi-lateral and bank indebtedness. The project companies are engaged in providing potable water and wastewater services in Buenos Aires and two provincial capitals.
Professional Affiliations
Madrid Bar Association
Illinois State Bar Association
Chicago Bar Association
American Bar Association
District of Columbia Bar
Education and Admission
Admission
New York~United States (2008)
District of Columbia~United States (2001)
Illinois~United States (2000)
Madrid~Spain (1994)
Education
Loyola University Chicago School of Law (J.D.) (1999)
Fordham University School of Law (LL.M.) (1996)
Complutense University of Madrid (J.D.) (1994)
© 2014 Baker & McKenzie
Mona Dajani
41
© 2014 Baker & McKenzie
Mona Dajani
42
Mona Dajani
Partner
Baker & McKenzie LLP +1 312 861 2975
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