Renewable Energy Contracts Clinic

October 13, 2016 :: Golden, CO

Accredited for 8 General CLE Credits in Colorado  

Overview

When done well, renewable energy (RE) project contracts align incentives, communicate and facilitate a smooth process and allocate risk and reward fairly and efficiently. Understanding the anatomy of RE project contracts and prioritizing issues can help reduce transaction costs, which benefits everyone. In addition, understanding a counterparty’s needs and culture can lead to easier negotiations with better outcomes

It is also important for RE project negotiators to account for trends in the industry and evolving contracting needs. Trends include innovations in ownership (both distributed/community and utility), greater utility familiarity with renewables, new technologies such as batteries and microgrids, changing costs and regulatory environment (e.g. Clean Power Plan). RE project contracts should have “peripheral vision” to account for likely changes in industry, policy and technology, as well as how future RE projects or initiatives will overlap.

The focus of this training is on contracting for renewable energy (RE) projects that involve utilities in some capacity, rather than direct contracting between providers and consumers or contracting for energy projects that don’t involve putting electricity on the grid. While many fundamental contract and energy project principles apply to RE projects, certain aspects of RE and RE projects drive some differences in contracting.

In addition, course attendees will learn about WAPA’s unique power marketing authorities and how these authorities have been used to facilitated renewable energy projects with Federal agencies.                       

This course is useful for:
  • Counsel and Attorneys Involved in Renewable Energy Project Development
  • Renewable Energy Project Developers
  • Utility Leadership/Staff working with Renewable Energy Projects
  • Consultants working in Renewable Energy Project Development

Agenda
8:00 - 8:30 a.m. Registration and Continental Breakfast
 
8:30-11:30 a.m. Session I:  Key Considerations for Renewable Energy Contracting Constructs

For each of the contracts listed below, the course instructors will highlight important background and context for renewable energy projects and key items to consider in the contracting process.

  • Request for Proposals
  • Term Sheet / Letter of Intent
  • Power Purchase Agrement
  • Engineering, Procurement and Construction
  • Build-Own-Transfer or Develop-Transfer 
  • Supply 
  • Operations & Maintenance / Service
  • Community Solar Gardens
  • Interconnection Agreement
  • Transmission Services Agreement 
  • Shared Facilities
  • Loan and Security Agreements
  • Equity Investments
  • Joint Venture / Joint Ownership Agreements
  • Real Property
The Western Area Power Administration's (WAPA's) unique power marketing authorities and how these authorities have assisted with development of several renewable energy projects with other federal agencies. The discussion will focus on federal contracting law and the challenges faced with the private/public development of renewable energy projects for federal agencies.
Koji Kawamura, A

ttorney for the Sierra Nevada Region, W

estern Area Power Administration
John Kral, Attorney, Western Area Power Administration

11:30 a.m. - 12:30 p.m. Group Luncheon and Tour of the Electric Power Training Center's Miniature Power System

12:30-4:30 p.m. Session II: Focus Topics:  Hands On with Renewable Energy Contracts

In this interactive session, the group will analyze and scrutinize key contract clauses and provisions.  The group will compare and pick apart drafted contract provisions, participate in mock negotiation and engage in group conceptual discussions for these key contract considerations:

  • Confidentiality
  • Liquidated Damages
  • Cybersecurity / technology / data considerations
  • Clean Power Plan and environmental attribute considerations
  • Security / credit support
  • Termination
  • Economic escalators
  • Performance warranty / guarantee
  • Indemnity
  • Shared facilities/ownership and control
  • Interactions with tariff and regulatory environment
  • Solar considerations – including community solar gardens
  • Coordination of multiple contracts 
 
4:30 p.m. Course Adjourns


Seminar Location :: Golden, CO

If you have any questions or need any additional information, please contact us at 720-491-1173 or andrea@becomekinetic.com.

 

 

 

 

 

If you have any questions or need any additional information, please contact us at 720-491-1173 or andrea@becomekinetic.com.

Course Instructors

Koji Kawamura, Regional Attorney, Sierra Nevada Region,
Western Area Power Administration
Koji Kawamura earned his JD from the University of Colorado and has worked in the energy sector for more than 25 years. Since 1996, he has been the regional attorney for the Sierra Nevada Region, of the Western Area Power Administration, a federal power marketing administration. He has provided legal advice and reviewed the development of many public/private projects including the Path 15 Upgrade Project, California Oregon Transmission Project, Privatization of Alaska Power Administration, and Lawrence Livermore Solar Center.
 
John Kral, Attorney,
Western Area Power Administration

John Kral has been an attorney at the Western Area Power Administration for 15 years. Prior to that he was a judge advocate in the U.S. Air Force. While at WAPA, John has served as legal advisor to the agency’s Rocky Mountain Region based in Loveland, Colorado; Desert Southwest Region based in Phoenix, Arizona; and the Transmission Infrastructure Program. John has participated in several public-private projects during his tenure at WAPA, the latest being the Mesquite Solar 3 Project involving WAPA, the Department of the Navy, and Sempra U.S. Gas & Power.


Mark Wiranowski, Attorney,
Wilkinson Barker Knauer
Mark Wiranowski’s practice focuses on corporate and commercial transactions in the energy, communications and information technology industries, as well cutting edge transactional and regulatory matters in those sectors. Mr. Wiranowski advises utilities on the development and acquisition of infrastructure, including wind, solar, battery and microgrid projects. He also advises telecommunications companies and investors on cell tower and other telecommunications transactions. In addition, he represents public and private companies and investors in matters of corporate governance, private equity and debt financings, recapitalizations, mergers and acquisitions, licensing, manufacturing, other commercial transactions and related real property transactions.
 
His clients include gas and electric utilities, telecommunications companies and emerging and established private companies focused on technology and business innovations – among others, smart grid and energy use, Internet of Things, cybersecurity, commercial solar, advanced batteries, chemical sensors, critical infrastructure inspection, drone applications, advanced refrigeration, industrial wastewater solutions, on demand and “as-a-service” companies and online investing platforms.
 
Caitlin Shields, Attorney,
Wilkinson Barker Knauer
Caitlin M. Shields focuses her practice on energy and environmental regulation. She routinely advises clients on integrated resource planning issues, ratemaking and rate design, Smart Grid, energy efficiency, renewable energy, distributed generation, net metering, energy procurement, utility restructuring and competitive market development. She also devotes a significant portion of her practice to providing strategic policy and legislative guidance, and finding creative regulatory solutions to issues posed by new and emerging energy technologies.
 
Ms. Shields also advises clients in environmental, health and safety matters. She provides regulatory and compliance counseling, conducts environmental due diligence reviews on transactional matters, and represents clients in administrative and judicial enforcement cases.
 
Previously, Ms. Shields worked for a boutique energy and environmental litigation firm in Chicago. Prior to that, she was a law clerk for Judge Herbert L. Stern III of the Denver District Court where she focused on complex civil litigation and administrative appeals. She has clerked for the Environmental Protection Agency’s Office of Criminal Enforcement, Forensics and Training, and worked as a summer associate at a large law firm in Buenos Aires, Argentina.