Epcic Contract Management With Essentials Elements Of International Contracts Laws – Advanced Level

3 DAY COURSE OUTLINE
Course registration begins at 8:30am on Day 1. The course will commence at 9am daily. The course will end by 5:30pm daily. There will be breaks for mid-morning refreshments, lunch, and mid-afternoon refreshments.

Day 1

QUICK REFRESHER ON CONTRACT LAWS AND LEGAL PRINCIPLES

  • Identify the Legal Regimes, Substantive and Procedural Laws Applicable to the Contract and the Project!
  • Choice of Applicable Laws
  • Conflicts of Laws Principles
  • Contract Formation, Execution and Completion
  • Breaches of Contract and Types of Breaches
  • Consequences of a Breach
  • Laws Applicable for Redress and Dispute Resolution
  • Principles of Jurisdiction and Challenges
  • Laws Governing Cross-Border Trades
  • UN Conventions, Ratification and Enactment
  • Managing Contracts between parties from Civil Law and Common Law jurisdiction

Do you need a good basic understanding of the Legal Principles for Managing International Contracts?
Then Register for all three Days!

LAUNCHING EOI, ITB, BID PREPARATION AND BIDS EVALUATION FOR A PROJECT

  • Exercising Due Diligence in Managing Global Tenders and Contracts
  • Establish Contextual Parameters
  • Structure of Stakeholders
  • Type of Financial Undertakings (G2G, G2C, ADB, World Bank, FDI etcetera)
  • Structure of Contractors and Bidders
  • PQR and Evaluation Criteria
  • ITB and BID Evaluation exercise
  • Consortium and JV Bids

EXECUTING CONTRACTS AND DOCUMENTATION

  • Choice of Standard Forms vs Bespoke Contracts
  • Contract Document and ITB
  • Comparative Review of Standard Forms for EPCIC Contracts
  • Application and Suitability of FIDIC EPC Contract Form
  • Review Conditions Precedent
  • Contract Documentation and Project Schedule
  • Evaluation of the implied and explicit terms of the contract in context of changing economic environment like Inflation, CPI, FOREX Rates etcetera
  • Risk Sharing and Mitigation Strategies

How to use the contract as a Project Management Tool and ensure the enforceable terms are in the Contract?

Day 2

APPLICATION OF THE CRITICAL CONTRACT CLAUSES THROUGH CASE STUDIES

Contracts and Documentation

  • Representations and Misrepresentations during the ITB Stage
  • Scope of the contract
  • Payment Terms and Refund Guarantees
  • Delivery Schedule and Milestones Control Mechanism
  • Acceptance Criteria of Key Project Milestones:  Knowing when you are really done
  • Change Orders and Claims for Variations: The In-Scope or Out-Scope disputes
  • Overall Contract Limitations:  How to address Exclusions
  • Liquidated Damages, Limitation of Liabilities and Grounds for Breaking the Limits
  • Mutual Waiver of Consequential Damages and Exclusions from Consequential Claims
  • Parent Company Guarantees, Plant and Equipment Warranties and Guarantees
  • Installation, Commissioning and Capacity / Function Testing before Handing-Over / Taking-Over

Each Clause of a Contract Should be an Executable Set of Instructions with Clear Demarcation of Responsibilities

PROJECT DELAY AND CLAIMS

These Issues are not Unique but Ubiquitous!

  • LD Period, and Claims beyond LD period
  • Concurrent Delays and Time at Large
  • Interpretation of a Clause where “Time is of Essence”
  • Delay: Avoiding it and What you Can/Cannot do when it Happens
  • Application of EOT Terms – Extensions of Time: When to Request and When Not to Grant
  • When direct and consequential damages due to delays can be claimed under Gross Negligence?
  • Preparation of Claims: Timeliness, Documentation, Causation and Pricing: How to Keep Your Claim from Being Rejected?

 

INVOKING TERMS WHEN THINGS REALLY GET OUT OF CONTROL

Adopt Force Majeure Clause as a Risk Sharing Strategy and not Blaming God, by calling it as an Act of God!

  • Force Majeure: Protecting Each Party from the Unexpected
  • Violations of Law: Protecting Yourself from Bribery and Corruption and Other Illegal Acts
  • Termination as a Measure of Last Resort
    • For Convenience
    • When to Terminate: The Right Time and the Wrong Time, Taking Over and Back-Charging
    • When You are the Terminator: How to Terminate
    • When You are the Party About to be Terminated: Avoiding or Challenging the Termination
  • Suspension of Works due to Market and Economical Changes
  • Insolvency of Contractors, Clients and Withdrawal of Government Undertakings

Use Exit Strategies Like Fire Escape Plans!

Day 3

PROCUREMENTS AND SUPPLY CHAIN MANAGEMENT

Procurement Strategies Crucial for Success of an EPCIC Project!

  • Differentiate between CAPEX and OPEX
  • Economics of Standardization vs Innovation in Choice of Equipment
  • Project Procurement Management vs Corporate Procurement Policies
  • Developing referred Vendors List with Controllable Clauses Against Monopolistic or Oligopoly Patterns
  • Standardizing Project Specific Procurement Contracts
  • Eradicate Provisions for VO, EOT, LD or Notice Clauses with Direct Actionable Consequences
  • Title, Lien, Transfer of Risks of Carriage, Multi-Modal Shipments, LC, Insurance etcetera
  • VDP and Vendor Performance Management Metrics
  • Enforcing Patents, Proprietary Equipment, Confidentiality and Copyrights Clauses Internationally
  • Taming the Tigers – Single Source Sourcing

Procurements can make 50% to 65% of the Contract Value – is a Motivation for Serious Controls!

AVOIDANCE AND MANAGEMENT OF DISPUTES

Explore Negotiations and Final Dispute Resolutions Forums

  • Overview of Dispute Resolution Methods and Forums
  • Comparative Characteristics of Mediation, Litigation, Arbitration and Other Techniques
  • Choice by the Parties for Dispute Resolution by Litigation in Courts or Arbitration
  • The Importance of Venue and Dispute Resolution Procedural Law
  • Where To Arbitrate and Under Whose Rules
  • Managing Cost and Time of the Dispute Resolution Project
  • Invoking Adjudication Rights
  • Use of DAB and DRB as Part of the Project Management Strategy
  • Financing Dispute Resolution as a Project
  • Analysis of Costs of Dispute Avoidance, Resolution and Contract Management in Terms of Contract Value

Remember Money spent on Dispute Resolutions is Draining of Resources and Profits!

PRACTICAL HANDS-ON WORKSHOPS

The most important segment of this workshop not to be missed!

There shall be three plenary sessions with an objective to equip the participants with appropriate tools for immediate use. The plenary sessions shall be conducted in groups and facilitated by the Workshop Leader, who acts as an facilitator and the Workshop Instructor.

  • PLENARY SESSION 1: Developing a Strategy for Dispute Resolution
    Objective: To Gain familiarization with the conflicts management and dispute resolution provisions in the Contract.
  • PLENARY SESSION 2: Review of a Standard Form Contract and Editing in Context Of an EPCIC Project
    Objective: Adopt appropriate technique for reviewing contract clauses and commercial documents.
  • PLENARY SESSION 3: Contract Variations and Submission of Claims
    Objective: Practice to identify, substantiate and approve variations to a contract and lessons learned from Case Laws.
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