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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
mona.dajani@bakermckenzie.com
2

Part I: Contract Structures


2011 Baker & McKenzie 3

Construction Contract
Consultants appointments

OWNER
LEAD DESIGNER
PROJECT MANAGER

Construction
Contract

M&E ENGINEER
MAIN
CONTRACTOR

STRUCTURAL ENGINEER
OTHERS

Sub
Contracts

SUB CONTRACTORS

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)
2014 Baker & McKenzie
Mona Dajani
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4

Construction Contract - Pros & Cons


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
2014 Baker & McKenzie
Mona Dajani
mona.dajani@bakermckenzie.com
5

EPC Contract
OWNER

Consultant
appointment

PROJECT MANAGER

EPC Contract

EPC
CONTRACTOR

Other
consultant
appointments

ENGINEER
TECHNOLOGY PROVIDER?
SubContracts

OTHERS

SUB CONTRACTORS

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)
2014 Baker & McKenzie
Mona Dajani
commonly used for project financed assets
mona.dajani@bakermckenzie.com
6

EPC - Contract Pros & Cons


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

2014 Baker & McKenzie


Mona Dajani
mona.dajani@bakermckenzie.com
7

EPCM Contract
Engineering
Procurement and
Construction
Management
Agreement

EPCM CONTRACTOR

OWNER

WORKS CONTRACTS

WORKS CONTRACTORS

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
2014 Baker & McKenzie
contractors for the implementation of the project

Mona Dajani
mona.dajani@bakermckenzie.com
8

EPCM Contract - Pros & Cons


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

2014 Baker & McKenzie


Mona Dajani
mona.dajani@bakermckenzie.com
9

Phased Approach - Convertible EPC Contract


Detailed design
under FEED or
another Contract

Open Book
Estimate
(or tender
process) of
sub-contract
items

Agreed EPC price

EPC Contract

Further design,
procurement and
construction

Detailed
Execution
Plan
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


Mona Dajani
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Convertible Approach - Pros and Cons


Advantageswhere 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 Contractors costs and monitoring by Owner

2014 Baker & McKenzie


Mona Dajani
mona.dajani@bakermckenzie.com
11

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


Mona Dajani
mona.dajani@bakermckenzie.com
12

Part II: Key EPC Contracting


Issues
2011 Baker & McKenzie 13

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.

2.

3.

quality (standards of work or performance):

warranties and standards of care

performance testing and under-performance remedies

time (schedule) and money (costs and finance):

program, time for completion and delay remedies

grounds for extension of time and cost

consequences if things go wrong:

performance security

termination (including force majeure)

limitations on liability and indemnities

Technology

2014 Baker & McKenzie


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1. Quality Issues
2011 Baker & McKenzie 15

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

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Mona Dajani
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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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2. Cost & Time Issues


2011 Baker & McKenzie 18

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

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

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?
2014 Baker & McKenzie
Mona Dajani
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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

2014 Baker & McKenzie


Mona Dajani
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3. Problem Issues
2011 Baker & McKenzie 21

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


Mona Dajani
mona.dajani@bakermckenzie.com
22

Performance Security
Performance Security Typical Key Protections under EPC Contract
Type of Security
Performance Bond

Parent Company Guarantee

Advance Payment Guarantee

Retention

Subcontractor Indemnities

Key Points

% 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

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

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

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

To be assignable to Owner and will be assigned on expiry of Defects Period.

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

notice of default with cure period for some events, immediate for
others

abandons the Works or demonstrates intention not to continue

commits a material breach of Contract

payment obligations cease further payments to Contractor and


recovery of additional cost to complete

fails to proceed (without reasonable excuse)

practical consequences:

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

vacation of site and delivers goods, documents to Owner


and removes Contractors Equipment

transfer of sub-contracts (best efforts basis)

2014 Baker & McKenzie


Mona Dajani
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24

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

2014 Baker & McKenzie


Mona Dajani
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Typical grounds for termination by the Contractor


Grounds of Owner default, if the Owner:

Typical (FIDIC) consequences

fails to make payment within specified period of relevant payment


period

notice of default with cure period for some events, immediate for
others

substantially fails to perform obligations

instructs a prolonged suspension of whole of Works

becomes insolvent

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

Termination by reason of Force Majeure


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)

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

Note that FM is not defined under English law so contractual


definition is important

practical consequences: Contractor ceases work (except for


safety), hands over paid-for documents and materials and vacates
site

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
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

personal injury / death caused by Owner

property damage (other than the Works)

right to have the Works executed on the land

other site contractors claims caused by this Contractor

Owners risks:

IP infringement

war / hostilities

compliance with laws

rebellion

compliance with export / country of origin law

terrorism

Interference with the public

riot or disorder

damage from transporting goods

ionising radiation / pressure waves

protection of the environment

claims of Contractor personnel / sub-contractors


2014 Baker & McKenzie
Mona Dajani
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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

IP infringement (?)

environmental indemnity (?)

environmental indemnity (?)

personal injury / property damage / third party claims

delay and performance liquidated damages

amounts recovered under insurances (i.e. insured matters)

fraud, deliberate default or reckless misconduct

personal injury / property damage / third party claims


indemnities

cost of defects work

fraud, deliberate default or reckless misconduct


2014 Baker & McKenzie
Mona Dajani
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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 Contractors 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
Contractors 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
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mona.dajani@bakermckenzie.com
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Part III: Practical Tips


2011 Baker & McKenzie 30

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


Mona Dajani
mona.dajani@bakermckenzie.com
31

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
Mona Dajani
mona.dajani@bakermckenzie.com
32

International Standard Forms - FIDIC Suite of Contracts

Red Book (1999)


(Construction Contract)

Employer

Design
Contract

Engineer +
Design Team

Red Book
Contractor

Yellow Book (1999)


(Plant and Design Build)
Engineer Administrative
Role
Employer
Engineer
Yellow Book

Employer

Administrative
Role

Contractor

Design
Contract
Sub-contractors

Use: Building & Civil Engineering


Construction
Key Features:
Design by Engineer appointed by Employer
so design responsibility on Employer
Price and Payment - option for remeasurement or fixed price
Engineer role acting for Employer
Disputes resolved by Dispute Adjudication
Board, then by ICC arbitration

Employers
Representative

Silver Book
Design team

Contractor

Silver Book (1999)


(EPC and Turnkey)

Employer/
Design Design Team
Contract

Sub-contractors

Sub-contractors

Use: Mechanical and Electrical Plant or


Design and Build

Use: Turnkey Projects, particularly power


or process plants/ frequently used
on limited recourse BOT Projects

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

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
Employers Representative replaces Engineer
Price and payment lump sum fixed price

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
2011 Baker & McKenzie 33
Based on UK common law origins reflected in risk allocation, language and approach but widely accepted principles and processes for international
construction and engineering

Questions ?

Thank You
2014 Baker & McKenzie
Mona Dajani
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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.
Mona E. Dajani
Partner
Chicago, USA
Tel: +1 312 861 2975
mona.dajani
@bakermckenzie.com
Global areas of
practice:
Banking, Finance & Major
Projects

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.

Awards, Honors & Skills:


Ms. Dajani is consistently ranked as one of the worlds 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 megaproject 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
mona.dajani@bakermckenzie.com
36

Representative Legal Matters:

A global cement manufacturing company with respect to a construction, procurement and supply agreements for the worlds
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 Arryan 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 Treasurers 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
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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
Mona Dajani
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38

Speaker Biography
Practice Description
Jos Antonio Morn 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.

Jos Antonio Morn


Partner
Chicago, USA
Tel: +1 312 861 2829
Jose.Moran
@bakermckenzie.com
Global areas of
practice:
Banking & Finance

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.
Morn is the chair for the North America Banking, Finance & Major Projects practice group.
Practice Focus
Mr. Morn 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.

Cross-Border Counseling

Mr. Morn serves as counsel in major project finance and infrastructure transactions, moving complex
projects through development, financial closings and operations.

Major Projects

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.
2014 Baker & McKenzie
Mona Dajani
mona.dajani@bakermckenzie.com
39

Representative Experience (contd.)

Represented Maxam Corp (Europes largest explosives manufacturer) in connection with Maxams
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
mona.dajani@bakermckenzie.com
41

Mona Dajani
Partner
Baker & McKenzie LLP
+1 312 861 2975
Mona.Dajani@bakermckenzie.com

The materials contained in this PowerPoint are provided for informational purposes only and
do not constitute legal advice or legal opinions. These materials are intended, but not
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and the receipt does not constitute, an attorney-client relationship between sender and
receiver. You should not act or rely on any information contained in this PowerPoint without
first seeking the advice of an attorney.
2014 Baker & McKenzie
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mona.dajani@bakermckenzie.com
42