The purpose of this course - International Construction Contracting and Risk Management - is to provide a new approach; one that emphasizes risk management as the centerpiece of an overall project development and contracting strategy. This comprehensive two-day seminar is designed to equip all participants in the international construction contracting and infrastructure development arena to make better and more informed decisions. In addition to fully integrating notions of risk analysis and management into the curriculum, International Construction Contracting and Risk Managment addresses two new developments of particular interest to the international contracting community. The first is the release of several new contracting forms for use in leading edge contract delivery methods by the widely respected Federation Internationale des Ingenieurs-Conseils, or FIDIC organization. The second new development is the expansion of international arbitrations under the World Bank's International Centre for Settlement of Investment Disputes (ICSID) to include investment disputes between parties that have not consented by contract to arbitrate.

This course combines a solid tutorial on the mechanics of how to successfully plan and manage an international construction project with practical insights on how to assess and contain foreign project risk. The presentation is tailored to both the experienced and the new international contractor, whether that contractor is based in the U.S. or in other countries. This course examines the issues from both the contractor and owner's perspectives. The international construction landscape is fraught with new and old risks. The course is designed to assist you in minimizing and avoiding those risks.

1. Overview of the International Marketplace
   1. Public and/or Private Owners
   2. The Contractor Entity
      1. Corporation
      2. Joint Venture
      3. Teaming agreements and consortia
   3. Contract Formation
      1. Sealed bidding vs. negotiation
      2. Restraints on competition

2. International Due Diligence
   1. Identification of Risks
   2. Country Risks
      1. Political unrest
      2. Nationalization of property
      3. Import/export restrictions
      4. Shipping embargoes
      5. Public opposition to foreign business
   3. Financial Risk
      1. Limited sources of local credit
      2. Bonds, letters of credit, insurance
      3. Inflation/currency fluctuations
      4. Weakness in banking systems
   4. Qualifying Potential Parties
      1. Evaluating capabilities of potential team members
      2. Evaluating capabilities of in-country owner/customers
      3. Evaluating capabilities of in-country vendors/subcontractors

3. Special Compliance Issues for U.S. Contractors
   1. U.S. Anit-Bribery Laws
      1. The Foreign Corrupt Practices Act(FCPA)
      2. Record-keeping provisions of the FCPA
      3. Marketing issues under the FCPA
      4. FCPA contract provisions and penalties
   2. Laws Covering Exports and Economic Sanctions
   3. Commercial Exports
   4. Embargoes and Economic Sanctions
   5. Enforcement Issues

4. Securing the Contract Through Effective Intelligence
   1. Contractor's Perspective
      1. Developing in-country relationships
      2. Tailoring the procurement to contractor's strengths
      3. Getting on the short list
      4. verifying creditworthiness
   2. Owner/Customer's Perspective
      1. Contractor financial and performance capabilities
      2. Contractor performance
      3. Contractor dispute histories

5. Funding and Assistance for U.S. Contractors
   1. OPIC
   2. Exim Bank
   3. U.S. Agency for International Development
   4. World Bank

6. Ensuring the "Bankability" of the Project
   1. Assessing Lender's Risk Tolerance
   2. Presenting Acceptable Risk Profile
   3. Dealing with Pro-forma Non-conformities

7. Project Delivery Systems and Methods
   1. Choice of Organizational Form
      1. General Contractor Model
      2. Construction Manager Model
      3. Design/Build Model
      4. Build/Own/Transfer Model
   2. Overview of Contract Form Families
      1. FIDIC(including the design/build model "Orange" Book
         and EPC turnkey projects "Silver" Book)
      2. ICE
      3. AIA
      4. Others
   3. Contract Pricing

8. Pre-bid and Pre-award Issues
   1. Site Surveys/Site Inspections
   2. Prequalification of Contractors and Suppliers
   3. Cultural Issues in the Negotiation Process
   4. "Partnering" and Dispute Review Boards

9. Role of Government and Culture on Contract Negotiations
   1. Government Impact on Business
   2. Government Impact on Contracts
   3. Culture - How to Win or Lose a Deal

10. Understanding Key Contract Clauses(FIDIC)
    1. Variations Clause (Changes)
       1. Constructive Variation Orders
       2. Cumulative VO's
    2. Differing Site Conditions
    3. Termination for Default
    4. Termination for Convenience
    5. Equity Participation
    6. Force Majeure
    7. License and Inventions
    8. Payment
    9. Warranties

11. Project Compliance and Security Issues
    1. Anti-bribery Compliance Planning
    2. Terrorist Issues
    3. Labor Risks
    4. Protection of Project Property
    5. Case Histories

12. Contractor Claims
    1. Delay Damages
    2. Lost Productivity
    3. Acceleration
    4. Breach of Contract
    5. Pricing of Claims
       1. Direct Costs
       2. Indirect Costs

13. Employer (Owner) Claims
    1. Delay Damages
    2. Defective Work
    3. Default Termination of Contractor

14. International Disputes and Arbitration
    1. Choosing the Dispute Resolution Method
       1. Mediation
       2. Arbitration
       3. International Arbitration
    2. Contract Dispute Provisions
       1. Choice of law
       2. Choice of forum
       3. Choice of counsel
    3. Negotiating an International Contract Dispute
       1. Cultural and legal differences
       2. Use of mediators
    4. Enforcement of Award
       1. Relevant treaties and conventions
       2. Location for enforcement
       3. Defenses to enforcement
    5. Invoking ICSID Arbitration Provisions
       1. No contractual privity required
       2. Avoidance of in-country courts

15. International Dispute Resolution - Behind the Scences
    1. Conditioning the Owner for Price Adjustment
    2. Obtaining Sufficient Security for Award
    3. Practical Means of Compelling Payment

16. Planning for Risk-Sensitive Projects
    1. Team Presentation on Practical Lessons for Risk-Sensitive Projects
    2. Proposed Risk Management Strategies to Selected Projects

John C. Person    is a founding partner in the Washington, D.C. law firm of person & Craver LLP. Mr. Person has particular expertise in the litigation and resolution of disputes in the areas of Government contracting and construction law, particularly disputes involving large infrastructure projects. Before starting his own firm, Mr. Person gained substantial experience in a wide variety of judicial and administrative forums ranging from federal disrict court, to the GAO and the U.S. Court of Federal Claims, to more specialized proceedings, such as public utility prudency hearings and construction contracting arbitrations and mediations. Mr. Person's international experience includes the representation of a large Southeast Asian Engineer/Constructor on a wide range of projects as well as significant experience in the Middle East. Additionally, he has written and lectured on a number of international construction law topics.

Prior to becoming a lawyer, Mr. Person practiced engineering for six years in the power industry. During that period, he held various positions in project engineering, scheduling, and construction management. Mr. Person is a graduate of the University of Michigan Law School, and holds a bachelors and masters of Civil Engineering from the University of Michigan. Mr. Person is a registered professional engineer and is a member of the National Panel of Construction Arbitrators of the American Arbitration Association. Mr. Person belongs to a number of honorary, technical, and legal societies and organizations, and has authored numerous papers and lectured widely on contracting issues.

Harry B. Brandon    is a founding partner of Smith Brandon International. He has an extensive background in U.S. and international investigative and counter-terrorism activities, as well as a wide experience in dealing with U.S. and foreign officials and business representatives. In addition to excelling in international risk and security issues generally, Mr. Brandon has special expertise in providing hands-on, in-country support to international corporate projects. He is adept at supporting business needs related to market entry strategies. In the past several years, he has focused on international market entry efforts for businesses pursuing market penetration and greater market share in Latin America, Southeast Asia, and Central Europe.

Mr. Brandon has over 23 years of experience as a Special Agent of the Federal Bureau of Investigation(FBI), where he reached the ranks of the Senior Executive Service. In Puerto Rico, he was responsible for all FBI activities in the Caribbean Basin. As Deputy Assistant Director at FBI Headquarters, he directed the FBI's worldwide counter-terrorism efforts and had wide-ranging responsibilities over national security programs. A decorated combat veteran, Mr. Brandon graduated from the University of New Mexico and holds a Masters of International Relations from the University of Texas, Austin. He is a graduate of the National War College, and speaks fluent Spanish.