Working with Electric Utility Contracts (Without A Law Degree)

November 17-18, 2020 | Online ::

1120-electric-utility-contracts

This program will provide attendees with an in-depth account of how industry contracts are structured and will review all elements from beginner terminology to real-world application. The class will not only highlight the legal concepts and basic principles of contracting, but also boilerplate provisions, Power Purchase Agreements, and Engineering, Procurement and Construction Agreements. Content will also revolve around negotiation strategies, common drafting errors, risks, and more.

All non-legal professionals will have the opportunity to participate in interactive group exercise sessions and review real-world examples first-hand to get a sense of how the content they’re learning is implemented within day-to-day contracts.

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Learning Outcomes

• Review the essential elements of a valid contract, including its structure, enforceability and usability, relationships and obligations, and risk
• Discuss the prerequisites for utility contracting (i.e. requirements, cybersecurity, confidentiality, invoicing, and more)
• Differentiate common legal terminology and concepts, as well as liability, disputes, litigations, and boilerplate provisions
• Experience a practical approach to PPAs, EPC contracts, and common agreements and key provisions through real-world examples

Credits

EUCI is accredited by the International Accreditors for Continuing Education and Training (IACET) and offers IACET CEUs for its learning events that comply with the ANSI/IACET Continuing Education and Training Standard. IACET is recognized internationally as a standard development organization and accrediting body that promotes quality of continuing education and training.

EUCI is authorized by IACET to offer 1.0 CEUs for this event.

Requirements for a Successful Completion of Program

Participants must login each day and be in attendance for the entirety of the course to be eligible for continuing education credit.

Instructional Methods

This program will use PowerPoint Presentations, group discussions, as well as active participation.

Tuesday, November 17, 2020 : Central Time

8:45 – 9:00 a.m. :: Log In and Welcome

9:00 a.m. – 4:30 p.m. :: Course Timing

12:30 – 1:15 p.m. :: Lunch Break

Basics of Utility Contracting

• Essential Elements of a Valid Contract
  • Contract Structure – Working with Utility Form Agreements
  • Objectives
    • Enforceability and Usability (Contract Administration)
    • Defined Relationships and Obligations
    • Allocation of Risk
• Prerequisites for Utility Contracting – Utility Policies and Protocols (Supply Chain, Energy Transactions, Capital Projects)
  • Contractor Requirements
    • Contractor Safety Program
    • Administrative Control Directives (Fit for Duty/Access Authorization Screening/Other)
    • Code of Conduct
    • Diversity Requirements/EEOC
  • Cybersecurity / Information Security
  • Confidentiality
    • Regulatory Obligations: NERC/FERC/NRC
    • Personal Information / Customer Usage Data
    • Proprietary Information/Trade Secrets
    • Publicity
  • Invoicing
  • Quality Management / Inspection/Testing /Documentation
  • Insurance
  • Financial Security: Letter of Credit/Performance Guarantee
  • Audit
  • Taxes
  • Offshore Work and Data Transfer
• Legal Concepts
  • Utility Regulation (State and Federal)
    • Cost Recovery/Service Quality/Affiliated Transactions/Resource Planning and Acquisition/Certificates of Public Convenience and Necessity
    • Environmental Compliance
  • Subcontractors/Contractor Liens/Bonding /Lien Waivers and Releases
  • Change Orders/Change in Law
  • Warranty
  • Termination for Convenience and Termination for Default
  • Force Majeure – COVID-19
  • Title and Risk Of Loss
  • Taxes
  • Order of Precedence
  • Contract Exhibits
• Liability/Disputes/Litigation
  • Breach and events of default
  • Indemnification
  • Limitation of liability
  • Dispute resolution
• Boilerplate Provisions (Choice of law; Assignment; Waiver; Severability; Integration; Counterparts)

Interactive Session – Common Agreements and Key Provisions

• Confidentiality/Non-Disclosure Agreements
• Memorandums of Agreement/Understanding
• Letters of Intent/Term Sheets

Wednesday, November 18, 2020 : Central Time

8:45 – 9:00 a.m. :: Log In

9:00 a.m. – 12:00 p.m. :: Course Timing

In-Depth Review: Power Purchase Agreements

• General Structure
• Financing
• Key Provisions
  • General Commercial Terms
  • Conditions Precedent – Regulatory Approvals
  • Development Milestones
  • Operational Obligations
  • Performance Guarantees
  • Events Of Default/Termination
  • Insurance Requirements
  • Credit and Collateral
  • Project Financing
  • Environmental Compliance

In-Depth Review – Engineering, Procurement and Construction Agreements

• • General Structure
  • Utility-Specific Characteristics

Negotiating Strategies

Michael W. Kaphing, Partner, Taft Law

Mike focuses his practice principally in the areas of general commercial litigation, energy and utility industry litigation, legal malpractice defense, banking litigation, real estate foreclosure, land use and planning and zoning litigation, judgment enforcement and collections and lease disputes.

As part of his litigation practice, Mike has handled a variety of disputes involving business contracts, utility property damage, right-of-way disputes, loan defaults, commercial leases, land use and real estate matters and has successfully represented a broad range of clients in all phases of litigation through appeal and judgment enforcement. Prior to joining Taft, he worked in the gas field and also as a law clerk for a Fortune 500 gas and electric utility company.

Matthew A. Sanders, Associate, Taft Law

Matthew is an associate in the Energy Practice Group. He has a diverse energy law practice, representing Midwestern utility clients in a variety of commercial transactions including infrastructure development, EPC contracts, PPAs, large generator interconnection, equipment and materials, software agreements, construction services, professional services, and utility supply chain. He has worked on matters in all types of generation – renewable, fossil, and nuclear – and has supported the procurement, siting, and regulatory approvals for electric and gas transmission and distribution infrastructure.

Matthew’s representation of utilities in commercial matters is informed by his work on numerous contested cases before public utilities commissions, and he understands how the need for cost recovery must inform utility decisions to achieve efficient outcomes.

Prior to joining Taft, Matthew was an energy attorney in Boston, where he represented clients in proceedings before the Massachusetts Department of Public Utilities and Energy Facilities Siting Board.

We will be using Microsoft Teams to facilitate your participation in the upcoming event. You do not need to have an existing Teams account in order to participate in the broadcast – the course will play in your browser and you will have the option of using a microphone to speak with the room and ask questions, or type any questions in via the chat window and our on-site representative will relay your question to the instructor.

• You will receive a meeting invitation will include a link to join the meeting.
• Separate meeting invitations will be sent for the morning and afternoon sessions of the course.
  • You will need to join the appropriate meeting at the appropriate time.
• If you are using a microphone, please ensure that it is muted until such time as you need to ask a question.
• The remote meeting connection will be open approximately 30 minutes before the start of the course. We encourage you to connect as early as possible in case you experience any unforeseen problems.

REGISTER NOW FOR THIS EVENT:

Working with Electric Utility Contracts (Without A Law Degree)

November 17-18, 2020 | Online

Your registration may be transferred to a member of your organization up to 24 hours in advance of the event. Cancellations must be received on or before October 16, 2020 in order to be refunded and will be subject to a US $195.00 processing fee per registrant. No refunds will be made after this date. Cancellations received after this date will create a credit of the tuition (less processing fee) good toward any other EUCI event. This credit will be good for six months from the cancellation date. In the event of non-attendance, all registration fees will be forfeited. In case of conference cancellation, EUCIs 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 303-770-8800