Energy Projects Counsel

Engineering, Procurement & Construction ("EPC")

GAILLE has represented more than $25 billion of EPC matters around the globe and across the industry’s many sectors, including onshore and offshore pipelines, wind, solar, carbon capture, nuclear, LNG, helium, refining, tunnels, and energy storage. GAILLE’s practice includes the design and drafting of customized agreements for projects with less certain scope or timing, which may incorporate (i) formulaic fees that adjust based on contractor’s cost and schedule performance and (ii) true-up adjustments for fluctuations in the prices of labor and materials. Post-signing, GAILLE is routinely hired as “project execution counsel” to manage change orders and other claims arising during the course of construction.

REPRESENTATIVE MATTERS
PIPELINE, PUMP STATION, AND COMPRESSOR STATION CONSTRUCTION
  • Minnesota.  $2.5 billion, 337-mile construction contract for replacement of existing crude oil pipeline (actual cost basis with fixed fee)
  • Mexico Offshore. Pipe lay agreement for 440-mile natural gas pipeline
  • Michigan.  $600 MM natural gas liquids and light oil pipelines (actual cost basis with formulaic fee and lump sum with actual cost basis items)
  • North Dakota.  $250 MM construction contract for crude oil pipeline (unit price basis)
  • United States Offshore. Pipe lay agreement for 42-inch offshore pipeline, utilizing both shallow water and deepwater vessels (lump sum and unit prices)
  • Mexico Offshore. Pipe lay agreement for 290 mile natural gas pipeline (lump sum and unit prices)
  • Texas.  $600 MM construction contract for 42- and 48-inch natural gas pipeline and associated compressor stations (guaranteed maximum price basis)
  • Texas. Construction agreement for 130-mile natural gas pipeline to fuel LNG facility
  • Texas. EPC agreement for modular gas compressor station agreement
  • Oklahoma, Illinois, and Indiana.  Construction contracts for pump station upgrades at crude oil pipelines (lump sum basis)
  • United States Offshore. Master Construction Agreement for execution of repeating repairs to subsea pipelines’ anchorage systems.
  • Texas. Construction contract for $100 MM natural gas pipeline (cost-plus fixed fee)
  • United States Offshore.  Formulaic construction agreement for liquids pipelines feeding offshore export terminal
  • Ohio and Pennsylvania. $200 MM EPC agreement for compressor station emissions upgrades (unit price basis)
  • Pennsylvania. $500 MM construction contract for ten new natural gas compression stations (formulaic actual cost basis with true-ups based on sequencing of construction over several years)
  • Canada Onshore and Offshore.  Natural gas pipeline feeding new LNG plant
  • Mexico Offshore.  Concrete coating agreement for 290 miles of offshore natural gas pipeline
  • Mexico. Concrete coating agreement for 440 miles of offshore natural gas pipeline
  • Mexico. Construction agreements for three onshore compressor stations and associated onshore pipelines.
  • Offshore Qatar and United Arab Emirates. EPC contracts for construction of natural gas pipeline and related facilities
  • Texas, Colorado. Construction agreements for natural gas, NGL, and produced water gathering lines and treatment facilities
  • Colorado, Utah, Arizona, New Mexico. Construction agreements for natural gas gathering lines and treatment plant
  • Kansas.  Engineering, Procurement, and Construction Agreement for 200 MW wind turbine power project
  • North Carolina.  Construction agreement for 100 MW photovoltaic power project
  • North Carolina.  Construction subcontract for 50 MW photovoltaic power project
  • Nevada.  Engineering, Procurement, and Construction Agreement for 100 MW photovoltaic power project
  • Florida.  Construction Services Agreement for 75 MW photovoltaic power project
  • Texas.  $300MM Engineering, Procurement, and Construction Agreement for photovoltaic power project
  • Texas.  Construction contract for 100 MW solar power project
  • Colorado.  Subcontract for civil works for 175 MW photovoltaic power project
  • United States.  Wind Turbine Subcontract for use in multiple construction projects
  • United States.  Wind Turbine Design and Engineering Subcontract for use in multiple projects
  • United States. Solar panel master purchase agreement for use in multiple projects
  • Canada.  EPC agreement for onsite natural gas power generation for terminal facility
  • Canada.  EPC agreement for solar panel project (lump sum)
  • United States. Operations and maintenance agreements for various wind and solar facilities.
  • United States.  LNG engineering, procurement, and construction agreement
  • United States.  LNG engineering, procurement, and construction agreement
  • United States Onshore.  Gravity-driven battery storage suite of agreements for facilities to store excess electricity generated by wind and solar projects
  • Texas. Engineering and construction subcontract agreements for 150 MW battery storage project
  • Arizona. Engineering and construction subcontract agreements for 1050 MW battery storage project
  • Virginia. Engineering & Construction Agreement for natural gas storage enhancement and expansion project
  • Texas. Drilling Operations Agreement for natural gas storage project
  • Mississippi. Services Agreements for different phases of salt cavern gas storage project
  • North Africa.  Engineering agreement and procurement agreement for refinery modules
  • North Africa. Construction agreement for new oil refinery
  • Texas Offshore. Formulaic actual cost construction agreement for offshore export terminal
  • Texas.  Master EPC agreement for construction of crude oil tanks, with optionality for different kinds of commercial structures include actual costs with fixed fee that adjusts based on cost and schedule metrics
  • Minnesota.  EPC agreement for crude oil tanks
  • Utah. Agreement for helium processing unit
  • California.  Nuclear Generating Station decommissioning project
  • Central Asia. Design of EPC agreement for new-build nuclear power project
  • Michigan.  Tunnel construction agreement (using custom-built tunnel boring machine) for highest pressure deep tunnel ever constructed
  • Canada.  Tunnel construction agreement (using tunnel boring machine) to LNG plant
  • Mexico.  Tunnels connecting three onshore compressor stations to offshore natural gas pipelines
  • Texas.  Longest (record length) Direct Pipe Drill into Gulf of Mexico
  • New York.  HDD through bedrock and beneath community and highway
  • United States Offshore.  Geological Assessment Services Agreement for drilling of dozens of cores from sea floor in water depths of 600+ feet
  • United States Offshore. Geological Assessment Services Agreement for sampling of ocean floor for purposes of determining pipeline burial method
  • Mexico Offshore. Geological Assessment Services Agreement for sampling of ocean floor for purposes of determining pipeline burial method
  • United States Onshore. Geological Assessment Services Agreements for many of the representative matters described on this page
  • Canada.  Camp agreement for construction and operation of labor camp in remote area (blend of actual costs and lump sums)
  • Various.  Hundreds of master services agreements and standing agreements to facilitate energy services in the United States and elsewhere around the world
  • Various.  Wind turbine and solar operations and maintenance agreements
  • Various.  Engineering Services Agreements for various projects
  • Canada and United States. Two dozen master construction agreements for executing small construction projects across the United States
  • Japan, India, Mexico, China. More than $500 MM of steel and pipe purchase agreements with various pipe manufacturers
  • United States and Canada. $600 MM of compression purchase agreements to be used in natural gas compressor stations
  • Europe and Mexico. Management of contractual issues arising during manufacturing and delivery of 440-mile offshore natural gas pipeline
  • Various.  Purchase orders and procurement arrangements for many of the representative matters described on this page
  • Canada and United States.  Management of change process for hundreds of different energy projects of all kinds, including drafting of change directives, responding to change requests, negotiation of change orders, and tracking of same
  • Texas.  Defense of pipeline owner receiving hundreds of change requests totaling more than $150 MM
  • Mexico. Defense of $90 MM of Change Order claims
  • Canada.  Defense of $30 MM of loss of productivity and cumulative impact claims
  • California.  Filing and advocacy of COVID-19 claims for price adjustments on behalf of contractor
  • Texas. Force majeure claims, including those arising from Hurricane Harvey
  • United States and Canada.  Defending and making force majeure claims arising from COVID-19 under various construction and services contracts
  • Texas. Insurance claims in respect of eight figure loss to offshore pipeline in storm
  • New York. Insurance claims in respect of nine figure loss of horizontal directional drill
  • Utah. Insurance claims in respect of plant explosion
  • Corporate Model Agreements Project.  Drafted model forms for the following agreements: (i) Construction Agreements (Lump Sum, Unit Price, Actual Cost Fixed Fee, Guaranteed Maximum Price, Actual Cost Formulaic Fee, and Time & Materials Versions); (ii) Master Construction Agreement; (iii) Master Services Agreement; (iv) Services Agreement; (v) Geological Assessment Services Agreement; (vi) Master Geological Assessment Services Agreement; (vii) Engineering Services Agreement; (viii) Master Engineering Services Agreement; and (ix) engineering and procurement modules for construction agreements
  • Model Construction Agreement.  Drafted form unit price construction agreement that has been used for several billions of dollars of projects to date
  • Model EPC Agreement. Drafted form engineering, procurement, and construction agreement used in hundreds of millions of dollars of projects to date
  • Model Master Construction Agreement. Drafted form of master construction agreement used in hundreds of millions of dollars of projects to date by thirty different pipeline contractors
  • Model Master Services Agreements. Drafted multiple form MSAs
  • Model Purchase Orders. Drafted multiple form purchase orders
  • Agreement Handbooks. Drafted agreement handbooks for use in conjunction with form or model agreements; agreement handbooks provide an alphabetical, encyclopedia-like summary of key terms and conditions of frequently used agreements
  • Project Handbooks. Drafted project handbooks for use in conjunction with execution of major construction projects; project handbooks provide an alphabetical, encyclopedia-like summary of key rights and obligations of the suite of agreements governing the project
  • Risk Registers. Drafted risk registers taking risks identified by project team and explaining how they are treated under the applicable agreement (for example, does the risk result in a price or schedule adjustment for the contractor)
  • Annotated Agreements. Drafted annotated agreements for use with form or model agreements; annotated agreements identify provisions that are most likely to receive comments from counter-parties and provide fallback or compromise positions in order of preference
  • Training Sessions. Created PowerPoint presentations to train business units regarding model agreements and project teams regarding their rights and obligations; taught multiple training sessions at headquarters and project locations