mona dajani

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

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© 2011 Baker & McKenzie 3

Part I: Contract Structures

– 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


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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


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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


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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


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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

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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


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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


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Part II: Key EPC Contracting Issues

“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


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1. Quality Issues

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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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)


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2. Cost & Time Issues

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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3. “Problem” Issues

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


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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


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)


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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


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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


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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


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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


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Part III: Practical Tips

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)


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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)


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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

Questions ?

Thank You


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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.

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;


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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

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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


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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


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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)


Mona Dajani

[email protected]

41


Mona Dajani

[email protected]

42

Mona Dajani

Partner

Baker & McKenzie LLP +1 312 861 2975

[email protected]

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