Opportunities for renewable projects appear on the upswing. The market is showing an increased appetite for renewable projects, technology efficiencies are advancing and stakeholders—millennials in particular—are demanding more sustainability. Some U.S. states have outlined aggressive plans for renewable energy projects, such as offshore wind turbines serving as the base energy source within the next 25 years. Additional energy-efficiency initiatives being pursued include community solar, clean energy technologies, micro grids, energy storage, electric vehicles and energy efficiencies for combined heat/power. However, there remain challenges for renewable projects, such as scalability, grid connectivity, cost constraints, financing, permitting and land use approvals.
Saul Ewing Energy attorneys advise a variety of clients, including power companies, renewable power developers and users, electric utility companies, investors, and lenders, in environmental regulatory matters, transactional matters and litigation matters related to renewable energy projects. Our attorneys collaborate with colleagues inside and outside the firm to serve as local counsel in multiple areas, including tax, real estate, corporate and litigation. We assist clients in shepherding projects from concept through startup, and remain engaged as needed to address ongoing operational issues, disputes and financing opportunities.
Our Renewable Energy team advises on the following areas:
- Real Estate – drafting and reviewing documents, including deeds, easements, leases and licenses; handling title, conveyance and recordation matters
- Environmental Permitting – securing permits, including air, water and solid waste permits required by local, state, and federal environmental authorities
- Zoning, Land Use and Subdivision – securing approvals on local and state levels
- Federal, State and Local Tax – advising on income (including tax credits), property, transfer and other tax issues
- Financing – representing lenders, investors and owners in securing funds for energy projects
- State Regulatory Commissions – representing clients at all stages of project approval proceedings
- Contracting – handling negotiations for the purchase of equipment and procurement agreements, construction and installation contracts, power purchase agreements (PPAs), operation and maintenance agreements, and agreements for the purchase or sale of renewable energy projects
- Government and Community Relations – managing a variety of political and local issues on behalf of our clients
- Disputes and Litigation – guiding clients through any disputes and litigation that may arise from projects, and representing them in federal and state courts and alternative dispute resolution (ADR) forums
When structuring renewable energy transactions, our attorneys work to avoid or minimize the effects of state and local tax and regulations and to minimize any requirements for state or local approvals.
Saul Ewing attorneys advised on these select renewable energy representations:
- An industrial group that operates and supplies components within the renewable energy sector in environmental, real estate, regulatory and tax matters on local and state levels and power purchase agreements (PPAs) in the acquisition and financing of a wind project in the Allegheny Mountains of Western Maryland, including providing required legal opinions.
- Lenders in conducting state and local due diligence on a $286 million construction loan for a 200-megawatt wind project in Minnesota, with a footprint of about 25,000 acres. We also advised on a judicial challenge to the regulatory approvals.
- Investors as Pennsylvania counsel for the refinancing of a 100-megawatt wind project in Central Pennsylvania. We performed due diligence and prepared environmental permitting opinions for investors in connection with refinancing.
- A commercial bank with regards to a participation loan to fund the construction and development of six solar energy farms in Massachusetts.
- An offshore wind developer in contract negotiations, compliance matters, and approvals of construction plans. We oversaw the application before the Maryland Public Service Commission to gain Offshore Renewable Energy Credits (ORECs) to fund the construction of offshore wind in Maryland. Throughout the process we collaborated with experts who assessed energy markets and sales, construction costs, environmental impacts and community sight impacts.
- A university with respect to its wind turbine, including successfully defending the turbine in a lawsuit brought by a nearby neighbor.
- A non-utility owner of developed wind farms on lease issues and regulatory compliance and filings with the Minnesota Public Utilities Commission and the Minnesota Department of Agriculture.
- A multinational electric utility company as state counsel in permitting, analyzing zoning for wind farms, and securing various approvals for wind power projects.
- A wind turbine manufacturer in performing state utility commission regulatory diligence in Minnesota and assisting with regulatory advocacy.
- An equity investor in providing state and local support on its construction period investment in a 200-megawatt wind energy project in Minnesota, including performing environmental and regulatory due diligence on the project and transmission route and supporting membership interest agreement and permit opinion negotiations.
- Lenders as North Dakota counsel in a $222 million construction loan for the approximately 18,000 acre, 150-megawatt winds project and transmission line, including performing state and local environmental, real estate, and regulatory due diligence.
- A U.S. real estate development firm in connection with a planned wind farm in Argentina.
- A national power company in its efforts to develop offshore windfarms in New Jersey, Maryland and Delaware, prior to the cancellation of the project.
Additional Renewable Energy Projects
- A Pennsylvania university in its 20-year PPA with an affiliate of a hydropower energy generator to purchase the output of an approximately 10.9-megawatt hydro facility that the energy company will construct at an existing dam in Pennsylvania. We structured the form of the PPA, supported the negotiation of the PPA and provided due diligence on assessing the viability of adding the electric generation to the existing dam.
- A producer of biodiesel fuel in a case involving unfair competition and theft of trade secrets.
- A producer of biodiesel fuel in general corporate matters.
- A developer and operator of renewable energy production projects in Africa in defense of an alleged breach of contract action in Delaware.
- A producer of biodiesel fuel in an IRS examination.
- A fuel conversion technology company in entity formation and organizational matters, contract drafting and review, licensing, and corporate governance.
- A global power company on the possible acquisition of a waste coal power project. Also, provided advice on environmental and energy issues regarding this possible acquisition.
- A global power company on various permitting and legal questions related to the development of a renewable energy plant in southwest Pennsylvania.
- A national energy company in the acquisition of the largest solar facility in Maryland. We provided state and local support, including conducting due diligence and obtaining approval by the State for the transfer of the real estate lease. (The project did not close due to issues unrelated to our representation).
- A renewable energy company in land use-related issues associated with the placement of utility-scale solar facilities and on legislative changes to permit the use of Delaware Department of Transportation right-of-way for transmission lines.
- A global courier service company in numerous individual solar applications and in negotiating PPAs, license agreements and solar equipment lease agreements for states that do not permit PPAs for use with a solar provider at multiple locations across the U.S.
- A national energy company in the refinancing of a utility-grade grid connected solar project at a college. We provided environmental and regulatory opinions in connection with the refinancing.
- Investors in solar projects on regulatory and environmental compliance and local permitting and approvals, including on Minnesota community solar garden requirements.
- An equity investor in its strategic alliance with a solar installer in the installation and leasing of residential rooftop solar units across eight states and the District of Columbia. We researched consumer protection laws and drafted state-specific leasing contracts.
- A national bank in financing a solar project at a military installation in Maryland. We performed environmental, real estate and regulatory due diligence, reviewed issues with government contracting, and also reviewed and critiqued opinions being rendered by the developer’s counsel.
- A subsidiary of a major U.S. bank as a tax equity investor in its investment in solar installations at 17 schools and a community center.
- A prominent hospital/university system in negotiating a PPA and wholesale grid resale for a utility-grade solar facility as a price hedge for electricity.
- A shopping center developer in drafting and negotiating installation agreements for rooftop solar on its centers in California.
- A developer of community and utility-scale solar energy projects in North America before the Maryland Public Service Commission in seeking reconsideration of a decision that a proposed solar facility, to be sited on land leased by a college, could not proceed as a net metering project. The company had sought approval to construct three two-megawatt solar generating systems, rather than the one six-megawatt generating system authorized under its permit. In response to our request for reconsideration, the Commission found: (1) for purposes of its regulatory jurisdiction, that leased premises are “premises” under the net metering statute and, therefore, the college qualified as an eligible customer-generator under the net-metering regulations; and (2) so long as each unit in a multi-system project was both separate from an engineering perspective and associated with a unique customer, a project employing multiple two-megawatt or less generating systems could be eligible for net metering.
- Athletic facilities, a food warehouse, a hospital system and a school in connection with third-party installation of rooftop and ground-mounted solar.
- A warehouse owner in siting third-party owned solar facilities on the roofs of two warehouses where tenants would be the power purchasers.
- A regional developer of large-scale solar-powered electric-generation facilities as it seeks to develop projects in Delaware. We assisted in county zoning code amendments that led to a successful code amendment for the client that permits solar facilities in virtually all zoning categories, subject to certain conditions. We also assisted in the acquisition and approval process for the sites once the county code had been amended.
- An energy company, a university and a solar energy company in drafting agreements for and negotiating the sale of renewable energy certificates (RECs) from wind and solar facilities.
- Contractors constructing solar installations and profit and nonprofit entities installing solar power in drafting leases and PPAs for solar installations.