Electric Utility Contracts

14th  – 15th September, 2017
Kuala Lumpur, Malaysia

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About the COURSE

The Electric Utility Contract course is designed to provide developers of energy projects, those working at electric utilities, and other professionals in the energy industry with an overview of the structure of contracts that are commonly encountered in the energy industry. This course aims to provide a better understanding of some of the major legal documents involved with project development, construction, and working with utilities.

The main focus will be to offer information and insights into the basic structure, language, and interpretation of contracts, identifying common themes, purposes, and provisions in legal agreements and provide suggestions for how a non-lawyer can help develop and work with better legal documents.

The Electric Utility Contract course will provide the participants with a better understanding of the intricacies involved with drafting and interpreting various terms and conditions, talk about integrating multiple documents to avoid legal pitfalls and would give a brief regarding power purchase agreements (PPAs) and will attempt to demystify some of the “legalese” or “boilerplate” provisions commonly found in contracts.

Learning Outcomes

  • Identify the fundamental purpose and key provisions of the major agreements used in the electric utilities industry.
  • Review basic legal terminology and concepts providing familiarity and comfort to those working with the agreements.
  • Evaluate sample agreements and draft new provisions to address flaws identified within the samples.
  • Analyze the most significant terms and conditions listed in the Power Purchase Agreement/ Tolling Agreement and Engineering, Procurement and Construction Contracts, Fuel Supply Agreements, Equipment Supply and Warranty Agreements.
  • Analyze the most significant terms and conditions listed in the Operation and Maintenance (O&M), Interconnection Agreement, Transmission Agreement.
 

 

Fundamental Legal Concepts – Key Provisions and Agreements

Basics of Contracting

Contracting Principles

  • General Overview, Document Parts, Role of Attorneys, Structure
  • Define parties, relationships, and responsibilities
  • Objectives – Enforceability, Allocation of risks, Integrated infrastructure, Prepare for financing

Boilerplate Provisions and what they mean in Electric Utility Contract

  • Costs and attorneys’ fees, Arbitration, Choice of law, Jurisdiction, Waiver / No Implied Wavier, Severability, Integration, Attachments, Relationships, Assignment, Force majeure, Headings, Escrow, Jury trial waivers

Miscellaneous Provisions

  • Limitations on damages and liabilities, Successors And Assigns, Representation and Warranties, Indemnity, Confidentiality, Communications – Announcements and Delivery Of Notices, Counterparts, Severability, Renegotiation / Modification, Security Arrangements, Environmental Releases, Insurance, Default, Subcontractors, Consequential Damages, Reservation of Rights

Key Agreements

Power Purchase / Tolling Agreement

  • Defining all commercial terms & commercial operation
  • Schedule for delivery of electricity – capacity and/or ancillary services
  • Payment Terms & Termination
  • Agreements on – siting of power lines, power line operation, power line security, liability for power line failure

Interconnect Agreement and Transmission Agreement

  • Scope and Limitations of Agreement
  • Equipment Testing and Inspection, Right of Access
  • Emergency Conditions, Routine Maintenance, Construction and Repair, Forced Outages, Adverse Operating Effects, Modification of the Generating Facility, Reconnection
  • Financial Security Arrangements
  • Cost Responsibility for Interconnection Facilities and Network Upgrades
  • Milestones
  • Agreements on the environmental performance of the interconnection
  • Condition Precedent – Offer Letter, Terms & Conditions, Operation & Maintenance of Transmission System
  • Transmission Losses, Handling Default

O&M Contract

  • Operational Procedures
  • Maintenance of the facility (major overhauls and scheduled/unscheduled outages)
  • Procurement and maintenance of a spare parts inventory
  • Performance levels and performance guarantees to be met by the operator
  • Interface with the construction contractor(s) prior to handover and during the defects liability period

Equipment Supply and Warranty Agreements

  • Completion of Supply, Installation and Commissioning of the equipment
  • Delivery and Payment, Warranty and Maintenance, Guarantee of Spare Parts
  • Failure or Delay to complete the supply, installation and commissioning of the equipment
  • Suspension of obligations to supply, install and commission
  • Installation and Testing of the equipment, Operating guarantees, Service undertakings
  • Equipment damaged or lost in transit
  • Training
  • Removal of parts of equipment.
  • Intellectual Property Rights

Fuel Supply Agreement

  • Terms and Conditions Precedent
  • Source of Fuel, Substitute Source – Provisions for Supply, right to interrupt supplies of fuel or reject fuel
  • Shipments, Transportation, Scheduling & Facilities, On-site Storage, Delivery Point
  • Breaches, delays and default, liability for shortfall
  • Quality
  • Commercial Impracticality
  • Prices, Invoices and Taxes
  • Demurrage

 

  Course Leader

Our trainer's area of practice includes contentious and non-contentious matters relating to infrastructure projects in Asia. She practises as a dispute resolution lawyer and has been involved in various dispute cases with a focus on large complex engineering and energy projects.

Our trainer also has considerable experience providing advice on privatization of public sector businesses as well as on infrastructure development by the private sector in partnership with the public sector or otherwise. She has negotiated and drafted many agreements including concession, power purchase and construction and engineering contracts. She has also handled related documents under various contracting arrangements for infrastructure projects including airports, ports, land transportations (highway, monorail, double track electrified rail, and mass rapid transit), power plants (gas-fired, coal-fired, combined cycle gas turbine, solar power and hydro-electric), petrochemical plants and buildings in the region.

Prior to joining Rahmat Lim & Partners in 2013, she was a Partner at another large Singapore law firm and was concurrently the co-Principal Partner with its associate Malaysian law firm.

She graduated from the University of Malaya with an LL.B. in 1987 and was called to the Malaysian Bar in 1988.

 

Click to Register

Register 3 Send 4th One Free

Register 3 Send 4th One Free Any organization wishing to send multiple attendees to this course may send 1 FREE for every 3 participants registered. Please note that all the 3 participants must register at the same time to avail this benefit.

Regular Registration Price Only: $1099

Register 3 Send 4th One Free Any organization wishing to send multiple attendees to this course may send 1 FREE for every 3 participants registered. Please note that all the 3 participants must register at the same time to avail this benefit.

Note: All payments are made in USD.
Registration fee only covers cost of all sessions, luncheon, coffee/tea & presentations. Fee does NOT include any travel or accommodation expenses. Fee is not inclusive of 5% Admin/Bank Charges.

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