Working with Electric Utility Contracts

December 4-5, 2024 | Online :: Central Time

1224-electric-utility-contracts

“The program was very relevant for non-lawyers working in the utility sector, particularly with utilities.” – Avangrid

“Great and informative. EUCI offers online learning that assists my industries on multiple levels.” – SECO Energy

Utility contracting involves complex legal agreements and regulations that require a thorough understanding of various contractual elements and industry-specific considerations. Professionals involved in utility contracting struggle with intricacies of contract administration, regulatory obligations, risk allocation, and negotiation strategies. Other topics include confidentiality, security, warranties, force majeure, indemnification, boilerplate revisions, and much more.

Those who attend this course will grasp the key provisions of common contracts, including Power Purchase Agreements (PPAs) and Engineering, Procurement, and Construction contracts (EPCs), through in-depth reviews and interactive sessions.

Attendees are encouraged to ask questions, share current challenges, initiate discussions, and so on.

Learning Outcomes

• Identify the essential elements and structure of a valid utility contract
• Explore enforceability, usability, and administration best practices
• Analyze the allocation of risk in utility contracts and strategies for effective risk management
• Recognize utility-specific prerequisites for contracting (i.e., compliance, cybersecurity, and confidentiality)
• Comprehend regulatory obligations, such as NERC and FERC regulations and their implications
• Evaluate contractor requirements, safety programs, and control directives
• Study specifics of PPA and EPC contracts during an in-depth review of each type of contract

Wednesday, December 4, 2024 : Central Time

 

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

Thursday, December 5, 2024 : Central Time

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

Keith Gordon, Shareholder, Duncan, Weinberg, Genzer & Pembroke, P.C.

Keith Gordon’s practice focuses on Green and Sustainable Development, Renewable Energy Projects, Mergers and Acquisitions, and Due Diligence for Buyers, Sellers, and Lenders. He also has substantial commercial real estate development, corporate, and transactional experience.  

Mr. Gordon currently serves as both a Board Member and General Counsel for TenneSEIA, whose mission is “to promote the development of solar energy and complementary technologies, including storage, positioning the Tennessee Valley’s residents and businesses as leaders in clean energy deployment and economic development”.  He is also a Board Member of the Sustainability Commission for the City of Franklin, TN.

Mr. Gordon received the Drinker-Biddle First Chair General Counsel Award for his work for a renewable energy client where he serves as General Counsel. Along with being a licensed attorney, Mr. Gordon has the Leadership in Energy and Environmental Design Accredited Professional (LEED AP) certification, offered through the US Green Building Council. Currently, there are less than eight hundred attorneys in the nation with this certification.

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Kevin Kurzeja, Associate, Duncan, Weinberg, Genzer & Pembroke, P.C.

Mr. Kurzeja began his career with the Firm as a Summer Associate in 2022. Mr. Kurzeja provides assistance to clients in the practice areas of energy, environmental, regulatory, and administrative law. During law school, Mr. Kurzeja served as a legal intern for the Federal Energy Regulatory Commission Office of Administrative Litigation where he drafted memoranda relevant to ongoing hearings and aided in litigation preparation. Additionally, Mr. Kurzeja interned with the U.S. Department of Energy General Counsel in their Offices of Enforcement and Litigation, drafting enforcement orders and expanding upon his experience with regulatory and administrative law. Mr. Kurzeja also served as a legal policy intern for the Defend Them All Foundation, where he conducted legal research on wildlife welfare and environmental compliance. Further, Mr. Kurzeja served as a Notes Editor on the George Washington University’s Journal of Energy and Environmental Law.

Prior to attending law school, Mr. Kurzeja interned for the Chair of the New Jersey Assembly Telecommunications and Utilities Committee, State Assemblyman Wayne DeAngelo. In this capacity, Mr. Kurzeja researched discrete energy issues and performed public outreach.

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Sean Neal, Shareholder, Duncan, Weinberg, Genzer & Pembroke, P.C.

Sean is a Shareholder with Duncan, Weinberg, Genzer and Pembroke, P.C., practicing from the firm’s Sacramento, California office.  For over two decades, Sean’s practice has focused on utility regulation, both federal and state.  He has appeared in and litigated cases involving utility regulation and contractual disputes before the Federal Energy Regulatory Commission, California State Court, Federal Appellate and District Courts and the American Arbitration Association.  His advice has helped client navigate and transact in independent system operator and regional electricity markets. 

An additional hallmark of Sean’s practice is assisting clients with their compliance obligations, including under the mandatory Reliability Standards regime enforced by the North American Electric Reliability Corporation and Western Electricity Coordinating Council.  He has assisted clients prepare for audits, negotiate compliance agreements, and act as part of client’s reliability compliance team.  Sean similarly has advised clients as to compliance with federal market behavior rules. When clients have been faced with enforcement action by compliance enforcement authorities, Sean has worked with clients to reach mutually acceptable resolutions with those authorities.

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Peter Scanlon, Shareholder, Duncan, Weinberg, Genzer & Pembroke, P.C.

Mr. Scanlon is a Shareholder at Duncan, Weinberg, Genzer & Pembroke, with over three decades of experience in commercial litigation and administrative law, including rate proceedings involving electric and natural gas utilities.  Mr. Scanlon’s practice involves advising clients on organized market rules, rate case litigation, regulatory compliance, enforcement matters, standards of conduct, power plant acquisitions and construction issues, hydroelectric license issues, municipal law, communications law, and energy contracts.  Mr. Scanlon has extensive experience advising clients on regulatory compliance, enforcement, standards of conduct, and transactional matters.  Mr. Scanlon presents regularly on energy law topics including climate policies effecting natural gas policies and usage, FERC’s market manipulation authority and enforcement, federal power marketing administrations, energy contracting issues, and FERC practice and procedures.  Mr. Scanlon provides annual updates to a treatise on natural gas practice and procedures and rates issues. Mr. Scanlon previously served as in-house counsel for a natural gas public utility holding company involved in natural gas exploration, interstate pipelines, storage, local distribution, and energy production and marketing. 

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Nina Wu, Associate, Duncan, Weinberg, Genzer & Pembroke, P.C.

An Associate Attorney with DWGP, Ms. Wu provides assistance to clients in the practice areas of energy, environmental, regulatory, and administrative law. During law school, Ms. Wu served as a judicial extern to the Honorable Todd W. Eddins of the Hawaii Supreme Court, conducting research and drafting memoranda on questions of constitutional, administrative, environmental, and energy law. Ms. Wu worked as a research assistant at the George Washington University Law School, conducting research on takings law related to the COVID-19 pandemic. Further, Ms. Wu served as the Student Board Member of the Energy Bar Association for the 2021-2022 term and participated in the George Washington University’s Journal of Energy and Environmental Law as a student member.

Prior to law school, Ms. Wu worked as a summer intern at Baker Botts, L.L.P., focusing on client relations and marketing matters for the firm.  Ms. Wu also worked as a summer marketing intern at Microvast, Inc., a battery technology company.

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.

• Microsoft recommends downloading and installing the Teams app if possible. You may also use the Edge browser or Chrome.
• You will receive a separate email with a unique link to a personalized landing page which will include links to join all sessions of this event.
• 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.

Please Note: This event is being conducted entirely online. All attendees will connect and attend from their computer, one connection per purchase. For details please see our FAQ

If you are unable to attend at the scheduled date and time, we make recordings available to all attendees for 7 days after the event

REGISTER NOW FOR THIS EVENT:

Working with Electric Utility Contracts

December 4-5, 2024 | 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 November 01, 2024 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

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.

Verify our IACET accreditation

Who recognizes IACET Credits?

Requirements for Successful Completion of Program 

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

Instructional Methods

PowerPoint presentations, group discussions, as well as active participation will be utilized.

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Upon successful completion of this event, program participants interested in receiving CPE credits will receive a certificate of completion.

Course CPE Credits: 12.0
There is no prerequisite for this Course.
Program field of study: Specialized Knowledge
Program Level: Basic
Delivery Method: Group Internet Based
Advanced Preparation: None

EUCI is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: www.nasbaregistry.org

 

Who Should Attend

• Utility and contractor/vendor professionals (both contracting and business unit personnel) that work with all forms of utility contracting, including normal goods and services, procurement, capital projects, purchased power, major supply, EPC, professional services, consulting services, etc.
• Utility and contractor/vendor professionals who are involved with project development, project management, RFP development, corporate initiatives, and vendor negotiations
• Utility professionals who manage vendor policies and protocols or coordinate interaction among various utility departments