ANDREW T. BRAFF
Energy and Infrastructure
Andrew Braff is Of Counsel in the Seattle office of Wilson Sonsini Goodrich & Rosati, where his practice focuses on infrastructure and energy project development at all scales (distributed, commercial, industrial, and utility), project finance, and other commercial transactions. Andy's work primarily involves assisting developers of solar, biomass, biofuels, biogas, geothermal, wind, CHP, renewable chemical, and energy storage projects, advising utilities on natural gas and transmission matters, and representing OEMs regarding manufacturing facility development. His experience includes advising on, negotiating, and drafting construction and commercial documentation, including engineering, procurement, and construction (EPC) agreements; build-transfer agreements; supply and offtake agreements; contract manufacturing agreements; equipment purchase and sale agreements; operation and maintenance (O&M) agreements; and real property sale and lease agreements. Andy's practice also includes advising on joint ventures, acquisitions (asset and equity), and assisting clients in securing non-dilutive government financing for project development, including the Department of Energy's Title XVII and the United States Department of Agriculture's Section 9003 Loan Guarantee Programs.
Andy previously served as an extern for Justice Mary E. Fairhurst of the Washington State Supreme Court and as director for policy and public affairs for California State Assemblyman, Mark Wyland. In addition, he was a legislative assistant to Congressman George R. Nethercutt, Jr.REPRESENTATIVE TRANSACTIONS, WORK, AND CLIENTS:
- Vivint Solar: Represent Vivint Solar in various commercial and project development transactions, domestically and internationally, including numerous long-term supply agreements for the procurement of PV panels, inverters, racking, and batteries. Structured, drafted, and advised on master engineering, procurement, and construction contracts for the development of multiple tax equity-financed commercial and industrial customer facilities.
- Verdezyne, Inc.: Represented Verdezyne, an industrial biotechnology chemical company with proprietary technology for the production of sustainable chemicals from renewable resources, in structuring and negotiating a build, lease, and transfer agreement and other principal project documents for the company's first commercial-scale facility under development in the district of Johor Bahru, Malaysia.
- Client Name Withheld: Advised online retailer regarding energy-related matters for various data centers and fulfillment centers, including natural gas supply agreements for fuel cell generation equipment, retail energy agreements, and power purchase agreements.
- Skyonic Corporation/Capitol SkyMine: Represented developer of a proprietary process to convert CO2 into valuable commodities in an $80 million sale-leaseback financing for purposes of developing its first commercial project in San Antonio, Texas.
- Chugach Electric Association: Represent this Alaska public utility in connection with various natural gas purchase, sale, and exchange agreements and pipeline facilities agreements. Advised on documentation in connection with the Fire Island Wind project, including the project's interconnection and integration agreement, build-transfer agreement, state grant agreement, and a subsea cable crossing agreement.
- Client Name Withheld: Represented energy project developer in acquiring a development-stage solar power generation project holding an offtake contract awarded by the U.S. Department of Defense, including advising on matters relating to federal government contracting under the Federal Acquisition Regulations (FARS) and Defense Federal Acquisition Regulations (DFARS); advised on subcontracts with equipment vendors and construction services providers including FARS and DFARS flow-down requirements.
- Rivertop Renewables: Represented Rivertop Renewables in the development of its first commercial production facility incorporating Rivertop's proprietary technology and for the contract manufacturing of specialty chemical products, including detergents and corrosion inhibitors with certain environmental benefits.
- Client Name Withheld: Represented multibillion-dollar private company in its sale of a development-stage, utility-scale solar photovoltaic project being developed on BLM lands.
- Blue Marble Energy: Represent Blue Marble Energy—a company that produces all-natural, high-value, specialty, non-petroleum biochemicals for use in the flavor and fragrance industries—in corporate, project development, finance, and commercial matters.
- FuelCell Energy: Represented Fuel Cell Energy in negotiations of an EPC agreement with Dominion Resources for the development of a 14+MW fuel cell generating facility in Connecticut.
- Client Name Withheld: Represent developer of anaerobic digester facilities that process organic waste material into pipeline-quality renewable natural gas for conversion to liquid transportation fuels that receive credit under the Renewable Fuel Standard and California Low Carbon Fuels Standard, bio-fertilizers, and other sustainable value-added products.
- NorthLight Power: Represented joint venture developing a 90 MW DC photovoltaic generating facility, including drafting and negotiating EPC, O&M, module supply, and warranty agreements.
- Signal Energy Constructors: Represented Signal Energy in negotiating O&M agreements with utility-scale solar PV project developers.
- ENCO Utility Services: Represented ENCO Utility Services in negotiating turnkey EPC agreements and subcontracts for the development of multiple substations associated with various photovoltaic projects.
- Client Name Withheld: Advised battery-storage project developer having load reduction contracts with utilities in commercial frame agreements for the purchase of batteries and related warranty and capacity maintenance agreements.
- Silicon Valley Bank: Advised lender in connection with its financing of multiple advanced biofuels projects receiving conditional commitments from the United States Department of Agriculture (USDA) for loan guarantees under Section 9003 of the Farm Bill, including Sapphire Energy.
- Client Name Withheld: Drafted the principal project documents for the development of a manufacturing facility receiving a Title XVII loan guarantee issued pursuant to the Energy Policy Act, including construction, supply, and offtake, and O&M agreements.
- Lockheed Martin Corporation: Advised Lockheed Martin on engineering, procurement, and construction contract matters relating to a proposed solar thermal facility in Arizona.
- Oski Energy LLC: Drafted and advised on multiple geothermal leases, surface leases, and coordination agreements for Oski Energy's acquisition of sites for potential geothermal energy project development in multiple western states, as well as federal unit agreements and joint development agreements. Also advised on an asset purchases and lease acquisitions.
- SolarCity Corporation: Advised SolarCity in the acquisition of Clean Currents Solar of the Mid-Atlantic.
- Simbol Mining: Represented Simbol Mining in negotiating an EB-5 loan agreement to fund development of a mineral extraction facility from geothermal brines.
- Amonix, Inc.: Represented venture-backed developer of concentrated solar photovoltaic technology in negotiating an equipment supply contract with NextEra Energy for the Hatch Solar Energy Center in New Mexico.
- SunRun Generation: Negotiated solar photovoltaic module supply agreements with multiple vendors, along with bailee and warehouse logistics agreements.
- Algae Biomass Organization: Serve as counsel to the Algae Biomass Organization, a nonprofit 501(c)(6) trade association dedicated to promoting the development of viable technologies and commercial markets for renewable and sustainable products derived from algae.
- Algae Foundation: Represent the Algae Foundation, a nonprofit 510(c)(3) organization dedicated to promoting the power of algae to transform human society and the environment as a fundamental source of energy, nutrition, products, and ecological services through educational outreach, charitable efforts, and scholarships, including securing and maintaining its tax-exempt status and assisting with obtaining and negotiating a grant for educational curricula development.
- J.D., University of Washington School of Law, 2006
External Affairs Editor, Shidler Journal for Law, Commerce & Technology; Berman Environmental Law Clinic
- B.A., Whitman College, 2000
With Honors; Magna Cum Laude; Phi Beta Kappa; Recipient, Chester C. Maxey Politics Award
- General Counsel, Algae Biomass Organization
- Member, Washington State Bar Association
- Co-author with John F. Pierce and Steve Fisher, "Prevailing Wage Requirement for Biofuel Incentives," EnergyLaw 360 Guest Column, July 16, 2008
- "RFS Rulemaking: EPA Proposes Implementation of Renewable Fuels Standard," Biofuels Journal, 2006
- "The Spy Act: Ditching Damages as an Element of Liability for On-Line Conduct between Private Parties," 2 Shidler Journal of Law, Commerce & Technology 17, 2006
- "Defining Spyware: Necessary or Dangerous," 2 Shidler Journal of Law, Commerce & Technology, 2005
- Co-author with The Honorable Mary E. Fairhurst, "William O. Douglas: The Gadfly of Washington," 40 Gonzaga Law Review 259, 2005
- "PV Project Performance Guarantees – Commercial, Legal and Technical Considerations," Hot Issues in PV Performance and Solar Project Finance webinar series, Wilson Sonsini Goodrich & Rosati, October 31, 2012
- "Algal Biofuels and Federal Policy: RFS2 and Other Policy Issues," presentation at the Fourth Annual EBI Biofuels Law and Regulation Conference, University of Illinois at Urbana-Champaign, April 25, 2012
- "Strategies for Ensuring Module Quality Prior to Installation," Hot Issues in PV Performance and Solar Project Finance webinar series, Wilson Sonsini Goodrich & Rosati, April 11, 2012
- "Geothermal Leasing Essentials and the Anatomy of a Geothermal Lease," presentation at Geothermal Resource Council's 33rd Annual Meeting, Reno, NV, October 2, 2009
- "Geothermal Site Acquisition and Early Development: Key Legal Issues and Emerging Strategies," Geothermal Energy Conference and Expo, Reno, NV, October 6, 2008 (Co-author with Peter Mostow)
- "Algae: The Next Biofuel? Recent Developments and the Financial Landscape," presentation at the Renewable Energy Finance and Investment Summit, Scottsdale, AZ, May 20, 2008
- "Biofuels from Algae," testimony before a Joint Session of the House Technology, Energy and Communications Committee and the Senate Water, Energy and Telecommunications Committee, Olympia, WA, February 21, 2008
- "The Federal Renewable Fuel Standard ("RFS") Program: Operational Highlights and Outlook," presentation at 2007 Biofuels Workshop and Trade Show—Western Region, Portland, OR, October 10, 2007
- State Bar of Washington