Draft Engineering Procurement Construction Contract

---
name: draft-epc-contract-utility-solar
task_id: energy-natural-resources/draft-engineering-procurement-construction-contract
description: Guides drafting of an owner-oriented EPC contract for a utility-scale solar project by checking internal consistency of liquidated damages provisions, coordinating construction and commercial timing constraints, and documenting cross-document conflicts in a companion issues memo.
activates_for: [planner, solver, checker]
---

# Skill: Draft EPC Contract for Utility-Scale Solar Project with Issues Memo

## 1. Subject-matter triage (only if applicable)

- Read every source document before drafting and separate them into: commercial term sheet, lender requirements, bid proposal, tax incentive memo, schedule, direct agreement terms, and any other controlling attachment.
- Identify which terms are mandatory drafting inputs, which are lender-driven constraints, which are incentive-eligibility covenants, and which are contractor assumptions or exclusions.
- If a source document conflicts with another, decide whether the contract should follow the owner/lender/incentive requirement and push the conflict into the issues memo for confirmation.
- Where multiple project parties, milestones, or scope interfaces are present, enumerate them first and map each one to the operative contract section before drafting.

## 2. Failure modes the skill is correcting

- Incentive-related compliance terms are often drafted as aspirational efforts language instead of binding covenants with remedies tied to loss of tax benefits.
- Liquidated damages structures are often left internally inconsistent, especially where category sub-caps and the aggregate cap do not fit together cleanly.
- Construction timing is often drafted without enough buffer between substantial completion, lender cure rights, and the commercial operation date.
- Scope boundaries across the PV field, interconnection, substation, and any owner-reserved or separate-contractor work are often left ambiguous.
- Change-in-law risk is often allocated without a clear baseline date, creating open-ended compensation claims.
- Supply chain risk is often treated as generic force majeure even when equipment lead times are the central schedule driver.
- Warranty, retainage, and replacement security are often layered on top of each other rather than sequenced.
- The draft often omits intermediate milestones, which weakens draw administration, commissioning coordination, and delay management.
- Cross-document conflicts are often buried in the contract draft instead of being surfaced in a separate issues memo with a recommendation and disposition.

## 3. Legal frameworks / domain conventions that apply

- Draft the EPC as an owner-protective, fixed-price, date-certain construction contract with tightly defined scope, schedule, performance standards, warranty remedies, indemnities, and security.
- Treat tax incentive eligibility requirements as binding commercial covenants where they are material to value; do not leave domestic content, labor standards, or similar requirements at the level of best efforts if the project economics assume them.
- Use a clear liquidated damages architecture: delay damages, performance shortfall damages, and any other project-specific remedy bucket should each be stated with its own cap, plus an aggregate cap that is internally consistent with the component caps and lender expectations.
- Include a substantial completion standard that is not just date-based; tie it to minimum completion, commissioning, and performance or availability conditions appropriate for a utility-scale solar facility.
- Establish a change-in-law baseline date and specify how known pending changes are treated so the contractor cannot reprice foreseeable requirements as though they were unforeseeable.
- Frame force majeure narrowly enough to preserve schedule discipline, while expressly addressing supply chain disruption, allocation of delay, mitigation duties, and critical-path impacts.
- Coordinate retainage, warranty bond, and completion security so the transition between them is sequenced and the owner does not lose practical coverage.
- Align any parent guarantee cap, performance security, and other credit support with the EPC liability structure so the guarantee is commercially meaningful.
- If the direct agreement grants a lender cure period or step-in right, ensure the cure mechanics do not inadvertently push the project beyond the date-certain commercial milestone without an explicit consequence allocation.

## 4. Analytical scaffolds

- Start with a clause inventory: scope, permits, design standards, procurement, schedule, milestones, tests, completion, delay remedies, performance remedies, security, warranties, indemnities, change control, force majeure, tax incentives, change in law, termination, insurance, dispute resolution, and exhibit coordination.
- For each material clause, draft the operative language first, then test it against lender requirements, the bid proposal, the term sheet, the schedule, the tax memo, and the direct agreement for conflicts or omissions.
- Before finalizing any remedy provision, check internal consistency across all related caps, carveouts, offsets, and exclusive-remedy statements.
- When a requirement depends on project facts that may vary by sourcing or geography, state the requirement as a controllable contractual obligation and identify the affected exhibit or schedule.
- For every issue to be flagged, capture: the source documents, the mismatch or gap, the contracting fix or recommendation, the reason it matters, and whether human confirmation is needed before execution.
- When more than one timing point exists, map them in sequence before drafting: notice to proceed, early works, procurement release, mechanical completion, substantial completion, COD, warranty start, retainage release, and final completion.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Draft the contract so the scope matrix, single-line diagram, exhibits, and schedule are consistent with the body text; the contract should control where the exhibits are silent, and the exhibits should control technical detail where the body is intentionally general.
- Make the interconnection boundary explicit between the EPC scope and any owner- or third-party-responsible work, including the point at which responsibility transfers.
- Sequence milestones so that intermediate completion points support lender draws and commissioning checks, and so that substantial completion cannot be achieved on paper while key technical conditions remain unmet.
- If early work is authorized under a limited notice to proceed, tie the authorized spend and work scope to a clear cap and flag any mismatch between anticipated early-work cost and the cap.
- Coordinate the start and end of security instruments so retainage release, warranty bond posting, and completion of punch-list obligations do not overlap in a way that over-secures or under-secures the owner.
- If lender cure rights interact with the construction schedule, build in sufficient time so an exercise of cure rights does not automatically trigger a delay default or move the project past a commercial milestone without express treatment.

## 6. Output structure conventions

- Produce the EPC contract as the primary deliverable and write it first; ensure it is complete and operative before any companion memo.
- Produce the issues memo as a separate, secondary deliverable only after the contract draft exists and is non-empty.
- The EPC draft should read like a finished owner-oriented contract, not a commentary or outline, and should include all project-specific exhibits or schedules needed to make the operative provisions work.
- The issues memo should be organized by issue, and each entry should state the source documents involved, the conflict or gap, the drafting resolution or recommendation, the practical consequence for the project, and whether confirmation is needed.
- Use an ordinal severity label for each issue and apply it consistently across the memo.
- Include a short recommended actions section at the end of the memo with imperative next steps, the responsible role, and a timing anchor tied to signing, financial close, NTP, or another project milestone.
- Where a legal or contractual conclusion depends on a controlling rule, identify the authority or governing document provision that supports the drafting position rather than stating the conclusion in bare form.
- Cross-reference the contract sections that resolve each memo issue so the reader can trace the fix back into the draft.
- Before closing, verify by filename that both `epc-contract.docx` and `issues-memo.docx` exist, are non-empty, and contain operative drafting rather than a description of drafting.