EPC Contracts for Power and Energy Projects

January 22-23, 2024 | Denver, CO, Live Streaming Online

Click Here to register $1395 ($1595 after January 5)

If you are unable to attend at the scheduled date and time, we make recordings available to all registrants for three business days after the event

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

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

Learning Outcomes

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




8:30 a.m. – 5:00 p.m. Mountain Time

Introduction & Overview

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

Evaluation of Site Conditions & Project Feasibility

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

RFP & Bid Process

  • Identify and solicit bid opportunities
  • Review of bid specifications
    • Technical evaluation
    • Standards of performance
    • Contractor obligations
    • Owner obligations
  • Develop and submit commercial bid and pricing
    • RFIs: Q&As
    • Subtrade engagement
  • Contract review and negotiations

Real Property Concerns in Power Projects

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

Power Purchase Agreements (PPAs)

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

Key Issues in EPC Contracts for Power and Energy Projects

  • Schedule
    • LNTPs and Commencement Date
    • Project milestones – interim and final
      • Common interim milestones
      • What is Substantial Completion?
      • Final Completion
    • Schedule Liquidated Damages
      • Daily and aggregate LD liability caps
      • Claw-back provisions
  • Price and payment
    • Work schedule
    • Payment schedule – deliverables and milestones
    • Cash Flow & Drawdown Schedule
    • Time and Materials & Unit Pricing
    • Retainage
    • Alternative Payment Arrangements
    • Liens and Lien Waivers
  • Performance
    • Defining performance metrics and tests
    • Measuring performance
    • Performance Guarantees
    • Performance Liquidated Damages
      • Daily and aggregate Performance LD liability caps
      • Buy-downs and “off ramps”
  • Major equipment
    • Contractor vs. Owner-supplied
    • Offloading, inspection, and installation
    • Delivery schedule and demurrage
    • Commissioning and performance
    • Warranty
  • Delays
    • Excusable events
      • Force Majeure
      • Adverse Weather
      • Wind
      • Owner-Caused Delay
      • COVID-19 Impacts
      • Materials cost escalation and supply chain disruptions
      • Change in Law
    • Compensable vs. non-compensable delays
    • Concurrent delays
    • Notice requirements
    • Recovery Plans
      • Acceleration
  • Changes
    • Scope change
    • Change Order Process
    • Pricing change (markups)
    • Schedule change
  • Site conditions
    • Differing site conditions
      • Soils
      • Caverns, fissures, and voids
      • Other
    • Pre-Existing Hazardous Materials
  • Limitations damages
    • Overall limitation of liability
    • Mutual waiver of consequential damages
    • Exclusions
    • Daily and aggregate LD liability caps
  • Warranties
    • Term
    • Scope of service warranty
    • Notice and Contractor response time
  • Indemnity
    • Commercial vs. EPC contracting
    • Indemnitees
    • Scope
    • Indemnification process
    • Exclusions



8:30 a.m. – 12:00 p.m.. Mountain Time

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

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

Contract Administration in EPC Contracts for Power & Energy Projects

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

Avoiding and Managing Claims

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