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Power Project LTSAs and O&M Agreements

Power Project LTSAs and O&M Agreements

LTSA Services and Experience

Agreements relating to the long term maintenance of gas-fired and steam-driven power turbines come in many forms and with many names, including:

  • Long Term Service Agreements
  • Term Warranty Agreements
  • Contractual Services Agreements
  • Long Term Parts Agreements
  • Long Term Program Agreements
  • Long Term Maintenance Program Contracts
  • Parts Lease Pooling Agreements

For the sake of brevity, we refer to them as “LTSAs.”  When it comes to LTSAs, we have a bold statement to make:  Our depth and range of experience helping energy clients handle LTSA matters is unparalleled.

LTSA matters have been an area of constant focus for us for more than 12 years and counting.   During this time, we have drafted, negotiated, renegotiated, analyzed and advised clients on LTSAs:

  • for more than 225 gas turbines and more than 90 steam turbines totaling over $8.0 billion of LTSA  commitments;
  • for projects in North and South America, Europe, Asia and the Middle East;
  • involving services from the major original equipment manufacturers (OEMs), including General Electric, Siemens, Mitsubishi and Ansaldo, as well as third-party providers like PSM, Pratt & Whitney, NAES and The Wood Group;
  • covering multiple types of equipment, including GE 6Bs, 7EAs, 7FAs, 9FAs, D11STs, LMS100s and LM6000s; Siemens Westinghouse V94.3A1s, 501Fs and 501Gs; Mitsubishi 501Fs and 501Gs; Alstom GT24s, Ansaldo V94.2GTs; and Wartsila 18V50SGs; and
  • for projects where the OEM is also providing operational and routine maintenance (O&M) services.

Thus, alongside our clients, we have literally been “across the table” from every major OEM on a worldwide basis. Based upon thousands of man-hours of experience on these matters, our attorneys have amassed unparalleled in-depth knowledge of every aspect of the “LTSA business.” In the process, we have pioneered many cutting-edge contractual solutions to address the day-to-day practical challenges of structuring and implementing these complex agreements.  However, our greatest satisfaction has come from knowing that our clients’ LTSAs - critical components of their project development efforts - are structured and implemented for long-term economic success.

Our Services:

  • Helping clients analyze their maintenance needs and understand the potential contractual structures with OEMs and non-OEMs that would enable them to meet those needs
  • Drafting and negotiating new LTSAs and related documentation
  • Auditing currently existing LTSAs to identify and assess significant risk factors, and offering practical solutions to mitigate such risks
  • Renegotiating and amending LTSAs to improve contractual clarity and to consolidate fleet-wide concepts for consistent and practical LTSA management
  • Performing due diligence on LTSA documents in the context of acquisitions of power generation assets

We have had the honor of representing the following companies in connection with LTSA matters: 

  • AES Corporation and its affiliates (USA, Spain, Canada, Argentina, Turkey)
  • Alabama Electric Cooperative (USA)
  • Associated Electric Cooperative, Inc. (USA)
  • Asiagen Philippines (The Philippines)
  • ATCO Power (Canada)
  • BOC Gases, Inc. (Mexico)
  • Brazos Electric Cooperative, Inc. (USA)
  • Calpine Corporation (USA)
  • Cleco Corporation and its affiliates (USA)
  • CMS Energy (USA)
  • Consolidated Edison Company of New York (USA)
  • Duke Energy (USA)
  • Dynegy, Inc. and its affiliates (USA)
  • Electricité de France  (Vietnam, Brazil)
  • Essential Power, LLC (USA)
  • Fujairah Asia Power Company (Abu Dhabi, UAE)
  • Fulcrum Power Company (USA)
  • Globaleq (Peru)
  • GMR Group (India)
  • Greater Toronto Airport Authority (Canada)
  • Gregory Power Partners (USA)
  • Lower Colorado River Authority (USA)
  • LS Power (USA)
  • Mirant Corporation and its affiliates (USA, Italy, Norway, Chile, Jamaica)
  • Mitsui & Co. Power Development (Mexico)
  • Moxie Energy, LLC (USA)
  • MPC Yulchon Generation Co., Ltd. (South Korea)
  • New York Power Authority (USA)
  • Northland Power Inc. (Canada)
  • NRE Energy, Inc. (USA)
  • OG&E Energy (USA)
  • Panda Power Fund (USA)
  • Portland General Electric Company (USA)
  • Public Service Company of New Mexico (USA)
  • Rezia Energia Italia, s.r.l. (Italy)
  • Southern California Public Power Authority (USA)
  • Southern Company and its affiliates (USA)
  • Star West Generation (USA)
  • Suez Energy North America (USA)
  • Tampa Electric Company and its affiliates (USA)
  • Termovalle Power Company (Colombia, South America)
  • Topaz Power Group, LLC (Texas)
  • UTE North Fluminense (Brazil)

Representative LTSA transactions:  Given that our experience spans over twelve years and covers many matters and issues, the depth and volume of our experience is best illustrated by this list of contracts that we have analyzed, negotiated and/or renegotiated for our clients:

  • Long Term Service Agreement for five (5) gas turbines in Florida
  • Long Term Service Agreement for six (6) gas turbines in Georgia
  • Long Term Service Agreement for two (2) gas turbines in North Carolina
  • Long Term Parts Agreement and Term Warranty for three (3) gas turbines in New Jersey
  • Long Term Program Contract for four (4) gas turbines in Louisiana
  • Contractual Service Agreements for three (3) gas turbines in Texas
  • Long Term Service Agreement for one (1) gas turbine in Texas
  • Long Term Service Agreement for two (2) gas turbines in Maryland
  • Long Term Service Agreements for two (2) gas turbines in Mississippi
  • Long Term Service Agreement for two (2) gas turbines in Nevada
  • Long Terms Service Agreement for two (2) gas turbines in North Carolina
  • Long Term Service Agreement for one (1) gas turbine in Massachusetts
  • Contractual Service Agreement for one (1) gas turbine in Ontario, Canada
  • Long Term Service Agreement one (1) gas turbine in Ontario, Canada (different client)
  • Long Term Service Agreement for one (1) gas turbine in Oregon
  • Long Term Service Agreement for three (3) gas turbines and one (1) steam turbine in New York
  • Contractual Service Agreement for two (2) gas turbines in New York
  • Long Term Service Agreement for two (2) gas turbines and one (1) steam turbine in California
  • Long Term Service Agreement for two (2) gas turbines and one (1) steam turbine in California (different client)
  • Long Term Service Agreements for three (3) gas turbines and one (1) steam turbine in Louisiana
  • Long Term Service Agreements for four (4) gas turbines and one (1) steam turbine in Michigan
  • Long Term Service Agreement for two (2) gas turbines in Michigan
  • Long Term Service Agreements for ten (10) gas turbines in Georgia
  • Long Term Service Agreements for four (4) gas turbines and two (2) steam turbines in Georgia
  • Long Term Service Agreements for four (4) gas turbines and two (2) steam turbines in Georgia
  • Long Term Service Agreement for two (2) gas turbines and one (1) steam turbine in Indiana
  • Long Term Service Agreement for three (3) gas turbines in Florida
  • Long Term Service Agreement for one (1) gas turbine in Washington State
  • Long Term Service Agreement for seven (7) gas turbines and two (2) steam turbines in Arkansas
  • Long Term Service Agreements for six (6) gas turbines designated for unspecified U.S. sites
  • Long Term Service Agreements for ten (10) gas turbines designated for unspecified U.S. sites
  • Long Term Service Agreements for ten (10) gas turbines designated for unspecified U.S. sites
  • Long Term Service Agreements for six (6) gas turbines designated for unspecified U.S. sites
  • Long Term Service Agreement for one (1) gas turbine in Italy
  • Long Term Service Agreement for two (2) gas turbines and two (2) steam turbines in Italy
  • Long Term Service Agreements for seven (7) gas turbines and seven (7) steam turbines to be sited in Western or Eastern Europe
  • Long Term Service Agreement for one (1) gas turbine and one (1) steam turbine in Chile
  • Long Term Service Agreement for two (2) gas turbines and one (1) steam turbine in Jamaica
  • Contractual Service Agreements for four (4) gas turbines in Canada
  • Long Term Service Agreements for two (2) gas turbines in Korea
  • Contractual Service Agreements for four (4) gas turbines in Mexico

Speeches and Articles:  As experts in this field, we are often invited to speak about LTSA matters at energy industry conferences.  Our speaking engagements have included presentations at the following industry conferences:

  • Electric Power 2003 Conference, Houston, Texas (March 2003)
  • Spanish Power & Gas Conference, Madrid, Spain (March 2003)
  • ASME Turbo Expo Conference, Atlanta, Georgia (May 2003)
  • GE 7FA User’s Group Annual Conference (May 2003)
  • Power-Gen International Conference, Las Vegas, Nevada (December 2003)
  • Electric Power 2004 Conference, Baltimore, Maryland (March 2004)
  • ASME Energy Conference, Baltimore, Maryland (March 2004)
  • GE 7FA User’s Group Annual Conference (May 2004)
  • ASME Turbo Expo Conference, Vienna, Austria (June 2004)
  • Power-Gen Asia, Bangkok, Thailand (October 2004)
  • Canada Power, Toronto, Canada (October 2004)
  • Power-Gen International Conference, Orlando, Florida (December 2004)
  • 501F User’s Group Annual Conference, San Francisco, California (March 2005)
  • Electric Power 2005 Conference, Chicago, Illinois (April 2005)
  • GE 7FA User’s Group Annual Conference, Atlanta, Georgia (May 2005)
  • ASME Turbo Expo Conference, Reno, Nevada (June 2005)
  • European O&M Conference, London, United Kingdom (October 2005)
  • Power-Gen International Conference, Las Vegas, Nevada (December 2005)
  • Electric Power 2007 Conference, Baltimore, Maryland (May 2007)
  • Power-Gen Europe Conference, Cologne, Germany (May 2009)
  • 501F User’s Group Annual Conference, Orlando, Florida (February 2010)
  • Power-Gen International, Orlando, Florida (December 2010)
  • 501F User's Group Annual Conference, Tampa, Florida (February 2012)
  • 501F User's Group Annual Conference, Charlotte, North Carolina (March 2013)

Articles:  We regularly author articles in major energy industry publications regarding LTSA matters.  These include:

Operations and Maintenance (O&M) Agreements

As seasoned power project development attorneys, we have for many years helped our clients structure, draft, and negotiate short and long-term agreements for the operation and maintenance (including routine maintenance and/or major maintenance) of their power generation facilities.  We are intimately familiar with the fundamental details of these agreements, including the critical concepts underlying the various potential payment and risk allocation structures.

Representative Transactions: We have served as counsel on O&M Agreements for:

  • a 20 MW biomass facility outside of Chicago, Illinois
  • a 600 MW gas-fired power project in Louisiana
  • a 300 MW gas-fired power project in New Jersey
  • a 548 MW gas-fired power project outside Little Rock, Arkansas
  • a 49 MW wind facility in Palm Springs, California
  • a 10MW solar PV facility in Dover, Delaware
  • a 2,430 MW nuclear power plant in Georgia
  • a 3,520 MW coal-fired power plant in Georgia
  • a 60 MW oil-fired combustion turbine in Georgia
  • a 1,026 MW nuclear power plant in Wisconsin
  • a 50 MW biomass-fueled cogeneration facility in Wisconsin