COurse. Midstream Oil & Gas. April 28-29, 2014 The Westin Denver Downtown Denver, CO. EUCI is authorized by IACET to offer 1.0 CEUs for the course.

Transcription

1 COurse Midstream Oil & Gas Contracts for Non-lawyers The Westin Denver Downtown EUCI is authorized by IACET to offer 1.0 CEUs for the course. 1

2 Overview Midstream companies do business through contracts yet so often the details are only understood by the core legal team who creates them. Whether the contract is for the purchase and sale of oil or gas, engineering, procurement, construction, or for master purchase or service agreements, there are critical areas commercial managers need to focus on while assembling an effective contract. A company s obligations and rewards are determined by the skills and knowledge of its contract managers. At EUCI s Midstream Oil & Gas Contracts for Non-Lawyers key areas of education include: Basics of Contract Drafting special Contract Provisions (Indemnities and Limits of Liability) engineering, Procurement, and Construction Contracts Master Purchase Agreements, Master Services Agreements, and Equipment Rental Contracts Purchase and Sale of Oil and Natural Gas real Estate Issues in the Development of Midstream Contracts environmental Issues In-depth review/mark-up of Confidentiality Agreement Participants will identify key considerations in putting a new contract in place, what questions are vital for their legal team and how to negotiate more effective contracts with suppliers and business partners. The goal is to aid contract managers and administrators in front-end procurement contracting as well as managing the contract after a procurement project is complete. Who Should Attend Contract administrators Contract negotiators Sales, marketing and commercial personnel Financial specialists Operators, planners and analysts Suppliers and shippers Bankers, lawyers and specialist advisors to the midstream oil and gas industry Learning outcomes Develop an understanding of significant types of oil and gas contracts Highlight tips to follow and traps to avoid in purchasing materials or services Reinforce good practices in creating statements of work Identify ways to evaluate supplier performance Discuss how to manage contractor performance Identify the fundamental purpose and key provisions of the major agreements used by midstream oil and gas companies Discuss the importance of non-disclosure and confidentiality agreements to the contracting process Review basic legal terminology and concepts providing familiarity and comfort to those working with the agreements Evaluate sample agreements and draft new provisions to address flaws identified within the samples 2

3 Agenda Monday, April 28, :00 8:30 a.m. registration and Continental Breakfast 8:30 a.m. 4:00 p.m. Course Timing 12:00 1:00 p.m. Group Luncheon Introduction and Opening Remarks Basics of Contract Drafting elements of a Contract Boilerplate Allocation of Risk enforceability Special Contract Provisions (Indemnities and Limits of Liability) Indemnities Consequential Damages Limitations on Liability Engineering, Procurement, and Construction Contractor s Obligations risk Allocation Owner s Obligations Payment Options and Provisions Key Contract Provisions Master Purchase Agreements, Master Services Agreements, and Equipment Rental Contracts Application of UCC Contractor s Obligations statements of Work Leasing Risks Confidentiality Agreements Overview of Purpose and Timing review and Mark-up/ Confidentiality Agreement 3

4 Agenda Tuesday, April 29, :00 8:30 a.m. Continental Breakfast 8:30 a.m. 12:00 p.m. Course Timing Purchase and Sale of Oil and Natural Gas Review of NAESB Gas Purchaser Form Real Estate Issues in the Development of Midstream Contracts Zoning Rights of Way Land Use Environmental Issues General Principles of Environmental Liability Hazards of Boilerplate Environmental Provisions in EPC Contracts and Master Service Agreements (MSAs) Final Remarks, Q&A and Course Adjourns 4

5 INSTRUCTORs James B. Borgel / Partner / Holland & Hart Mr. Borgel has over 25 years of experience representing developers in the acquisition, development, and sale of real estate. He assists clients with virtually all facets of real estate development, including purchase and sale contracts, annexation, zoning, subdivision, construction contracts, and infrastructure and development agreements. Mr. Borgel also works with developers of both conventional and alternative energy projects, such as pipelines, transmission lines, wind farms, and solar farms. Prior to joining Holland & Hart, Mr. Borgel was of counsel with a small, sophisticated real estate firm in Denver and was general counsel for the developer of two mixed use projects totaling more than 5,500 acres. He also spent 10 years as Colorado counsel for the original developer of the 22,000 acre Highlands Ranch project in Douglas County, Colorado. In these roles, he served as a developer representative on numerous metropolitan district and homeowners association boards. Leslie S. Boyle / Associate / Holland & Hart Ms. Boyle advises companies in connection with the development, financing, and operation of projects and business and commercial transactions. Ms. Boyle represents clients in a variety of industries, including energy oil and gas, rail, and apparel. Ms. Boyle drafts, reviews, and negotiates agreements used in her clients day-to-day transactions and is experienced in product sourcing, sales, consulting, contractor, distribution, transportation, and engineering, procurement, and construction services agreements. In addition, Ms. Boyle assists utilities and developers with the purchase and sale of energy projects both at the asset and entity level and with the review, drafting, and negotiation of various contracts related to the construction, development, engineering, and operation of projects, such as long term power purchase agreements, energy exchange agreements, and agreements governing turbine supply, engineering, procurement, and construction services, and operations and maintenance. Stephanie B. Edinger / Partner / Holland & Hart Ms. Edinger advises companies in connection with energy and infrastructure project development and financing, sales and acquisitions, dispositions, joint ventures, and other commercial and business transactions. Her clients include oil and gas companies, renewable energy developers, independent power producers, and utilities. Ms. Edinger s experience includes negotiating and drafting engineering, procurement and construction (EPC) contracts, professional service contracts, gathering and processing agreements, product sales and supply contracts, and transportation contracts for her clients in the energy industry. She has extensive experience negotiating and drafting project development agreements for power projects involving wind, concentrated solar, solar photovoltaic (PV), hydroelectric, natural gas, coal, as well as clean fuels, which includes power purchase agreements and interconnection agreements; equipment supply and construction contracts; wind turbine supply agreements; balance of plant contracts; transmission facilities construction agreements; and shared facilities agreements, operations agreements, and joint venture agreements. In addition, she has significant experience representing buyers and sellers in stock and asset sales and acquisitions. EUCI 4601 DTC Blvd., Suite P: F:

6 INSTRUCTORs (continued) Elizabeth A. Mitchell / Partner / Holland & Hart For over 20 years, Ms. Mitchell has helped major national and international companies to reduce environmental risks and enhance their environmental compliance. Her clients include manufacturing, pharmaceutical, agricultural, conventional and renewable energy, and mining companies. Ms. Mitchell regularly advises these and other entities on environmental and regulatory issues associated with mergers and acquisitions, project finance, environmental compliance, permitting, securities filings, and enforcement matters. Furthermore, she has extensive experience handling a variety of infrastructure, energy, and environmental projects. Ms. Mitchell works with domestic and foreign clients on the environmental aspects of energy and industrial projects in the U.S., from site selection and permitting, to financing, to environmental compliance requirements. She regularly advises developers and lenders regarding environmental aspects of financing commercial and industrial projects. Her work includes the assessment of environmental systems through environmental audits and investigations, as well as the development of environmental management systems. Ms. Mitchell has practiced in multiple substantive areas of environmental law, including water quality, solid waste, and hazardous waste. She has represented clients in Comprehensive Environmental Response, Compensation, and Liability Act and Clean Water Act administrative and judicial matters. Ms. Mitchell is licensed to practice law in Colorado and Illinois. Steven W. Snarr / Special Counsel / Holland & Hart With more than 40 years of experience, Mr. Snarr is a valuable counselor and advocate for his clients in the natural resources and energy industries. He helps energy companies anticipate challenges and implement solutions related to project development and the regulatory matters that impact their businesses. Mr. Snarr has extensive experience in the federal regulation of natural gas pipelines, serving as lead counsel in numerous rate and certificate proceedings before the Federal Energy Regulatory Commission. As former in-house counsel with Questar Corporation and Northwest Pipeline, Mr. Snarr genuinely understands energy company concerns regarding business growth and government regulation. Throughout his career, Mr. Snarr has had positive results dealing with significant regulatory issues. He has successfully resolved cases involving the federal nonjurisdictionality of gathering assets, rolledin rate treatment for system-wide expansions, favorable allowed rates of return on equity within rate proceedings, securing necessary certificates to build significant gas transmission facilities in record time to meet growing market needs, and achieving favorable results in complex rate proceedings through negotiated settlements. Additionally, Mr. Snarr helped The Williams Companies launch an IPO for its master limited partnership, Williams Pipeline Partners, LP. EUCI 4601 DTC Blvd., Suite P: F:

7 Instructional Methods Case studies, PowerPoint presentations and classroom exercises will be used. Requirements for Successful Completion of Program Participants must sign in/out each day and be in attendance for the entirety of the course to be eligible for continuing education credit. iacet Credits EVENT LOCATION EUCI has been approved as an Authorized Provider by the International Association for Continuing Education and Training (IACET), 1760 Old Meadow Road, Suite 500, McLean, VA In obtaining this approval, EUCI has demonstrated that it complies with the ANSI/IACET Standards, which are widely recognized as standards of good practice internationally. As a result of its Authorized Provider membership status, EUCI is authorized to offer IACET CEUs for its programs that qualify under the ANSI/IACET Standards. EUCI is authorized by IACET to offer 1.0 CEUs for the course. A room block has been reserved at the The Westin Denver Downtown, 1672 Lawrence Street, 80202, for the nights of April 27-28, Room rates are $199, plus applicable tax. Call for reservations and mention the EUCI course to get the group rate. The cutoff date to receive the group rate is April 4, 2014, but as there are a limited number of rooms available at this rate, the room block may close sooner. Please make your reservations early. PROCEEDINGS The proceedings of the course will be published, and one copy will be distributed to each registrant at the course. 7

8 EVENT LOCATION P: F: please register the following A room block has been reserved at the The Westin Denver Downtown, 1672 Lawrence Street, 80202, for the nights of April 27-28, Room rates are $199, plus applicable tax. Call for reservations and mention the EUCI course to get the group rate. The cutoff date to receive the group rate is April 4, 2014, but as there are a limited number of rooms available at this rate, the room block may close sooner. Please make your reservations early. Midstream Oil & Gas Contracts for Non-lawyers : US $1495, Early bird on or before April 18, 2014: US $1295 EUCI s E EUCI has gathered during its 26 years organizing conferences. Sign me up for Energize Weekly. How did you hear about this event? (direct , colleague, speaker(s), etc.) Print Name Job Title Company What name do you prefer on your name badge? Address City State/Province Zip/Postal Code Country Telephone List any dietary or accessibility needs here CREDIT CARD Name on Card Account Number Billing Address Billing City Billing State Billing Zip Code/Postal Code exp. Date Security Code (last 3 digits on the back of Visa and MC or 4 digits on front of AmEx) OR Enclosed is a check for $ to cover registrations. All cancellations received on or before March 28, 2014, will be subject to a US $195 processing fee. Written cancellations received after this date will create a credit of the tuition (less processing fee) good toward any other EUCI event or publication. This credit will be good for six months. In case of event cancellation, EUCI s liability is limited to refund of the event registration fee only. For more information regarding administrative policies, such as complaints and refunds, please contact our offices at (201) EUCI reserves the right to alter this program without prior notice. 8