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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 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.
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
MONDAY, NOVEMBER 1, 2021
9:00 a.m. – 4:30 p.m.
Course Timing
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
TUESDAY, NOVEMBER 2, 2021
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
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