This power purchase agreement template has 32 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our power purchase agreement template:
POWER PUCHASE AGREEMENT This Power Purchase Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY FULL NAME] (the "Developer/Seller"), with its address located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Buyer"/"Utility"), with its address located at: [COMPLETE ADDRESS] WHEREAS the Developer agrees to complete construction and commissioning of its [name, description, location, and capacity or energy output of project] ("Project"); WHEREAS the Developer agrees to make available and to sell the Net Energy Output from the Project to the Utility; and WHEREAS the Utility wishes to purchase the electrical energy generated by the Project, pursuant to the terms and conditions in this Agreement; NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: SALE AND PURCHASE OF ENERGY Sale to Utility Subject to, and in accordance with, the terms of this Agreement, the Developer shall make available and sell to the Utility, and the Utility shall purchase from the Developer (on a "take or pay" basis), the Net Energy Output of the Project, up to a maximum of [maximum output capacity or lesser contracted amount] plus or minus [variance allowance, based on manufacturer specifications] percent, beginning on the Commercial Operations Date. As Available Energy Take Upon and after the Commercial Operations Date, the Utility shall accept energy as available up to a maximum total energy equivalent of [Project or contracted maximum] kW per hour plus or minus five percent, provided that the Utility may accept energy above this level at its sole discretion. Sale to Developer Subject to, and in accordance with, the terms of this Agreement, the Utility shall make available and sell to the Developer, and the Developer may purchase from the Utility, capacity and energy on the same basis as the Utility's then prevailing tariff for electricity sold to industrial customers. Energy Price The amount of the payments due from the Utility to the Developer for Net Energy Output from the Project shall be calculated in accordance with Schedule 2 (Calculation of Payments), using the Energy Price defined in that schedule. The payments shall be made at the times specified in Paragraph 3.2 (Billing and Payment). TERM Initial Term The initial term of this Agreement shall commence on the date of this Agreement and shall end [length of Agreement term] from the Commercial Operations Date, unless this Agreement is terminated earlier, pursuant to the provisions of this Agreement, allowing for termination in the event of a breach or default by either of the Parties ("Early Termination"). Any Early Termination of this Agreement shall be without prejudice to all rights and obligations of the Parties accrued under this Agreement prior to such termination. Renewal Term This Agreement may be extended by either Party for a single additional period of [agreed renewal term] years, on the terms defined by this Agreement, provided that: The Party seeking an extension has made a prior written request to extend the Agreement to the other Party, such request to be made not more than 36 months and not less than 24 months before the end of the initial term of this Agreement; The Party receiving a request to extend the Agreement has not rejected the request in a written response to the Party seeking an extension, given not more than 3 months following receipt of the request for extension; and There is not an event of default of either Party, as defined in Paragraphs 9.2 (Developer Defaults) and 9.3 (Utility Defaults), on the date the extension begins. CURRENCY, PAYMENTS AND BILLING Currency All payments required pursuant to any provision of this Agreement (including provisions applicable in the event of any breach, default, or other failure of performance) shall be calculated and paid in [agreed currency]. Billing and Payment Monthly Invoices: Within 25 days after the end of each month, each Party shall prepare and deliver to the other Party an invoice reflecting amounts payable by the other Party pursuant to this Agreement. The Developer's invoice to the Utility shall include calculations, in reasonable detail, of the amounts due.. Calculation of Payments: The Utility's invoice to the Developer shall include calculations in reasonable detail of the amounts owed to the Utility, with specific reference to applicable tariffs. Special Invoices: If there is an event of default, breach, or other failure to perform for which this Agreement specifies payment of amounts as liquidated damages or otherwise, the Party to be compensated shall prepare and deliver to the other Party a special invoice that shows the calculation of any amounts due pursuant to this Agreement, specifies the provisions applied, and details the periods of delay or other factors on which the claim is based. Electronic Funds Transfer: Each Party shall pay the sums owed by wire transfer in immediately available funds within 21 days of receipt of each monthly invoice from the other Party. Payments for electrical energy provided by either Party to the other Party shall not be subject to any set-off. Each Party shall make payment by electronic transfer of funds to an account that is held and specified by the other Party. If electronic transfer of funds is not practicable or is not desired by the receiving Party, the Parties shall agree on specific alternative payment procedures. Late Payments: Payments not made by the due date shall accrue daily interest at the greater of [specific daily interest rate or identified daily interest rate proxy] or the maximum lawful rate. Any such charges for interest shall be calculated by the paying Party and included with payment of the invoice without the need for an additional invoice for those amounts. Disputed Invoices If either Party, on reasonable grounds, disputes any portion of a monthly invoice or the correctness of the amount received in payment of an invoice, then that Party shall, within 14 days of the receipt of such invoice or payment, serve a notice on the other Party indicating the amount and basis of the dispute. Neither Party shall be required to pay a disputed amount, pending resolution of the dispute. The dispute shall be settled by mutual discussion, and, if necessary, resolved pursuant to Paragraph 13 (Resolution of Disputes). If it is determined that either Party owes the other an amount of money, the owing Party shall, within seven (7) days after its receipt of such determination, pay such sum, together with interest, at a rate equal to [specific interest rate or identified interest rate proxy] to the other Party, in the manner specified for payment of the disputed invoice. PRE-OPERATION OBLIGATIONS Construction and Commissioning The Developer shall undertake and be obligated (a) to complete construction of the Project and (b) to achieve successful completion of the required test operations prescribed in Schedule 3 (Testing and Commissioning) no later than the Required Commercial Operations Date. In the event that the Project does not successfully complete the required test operations prescribed in Schedule 3 (Testing and Commissioning) on or before the Required Commercial Operations Date, and the Utility is in full compliance with all its material obligations under this Agreement, then the Developer shall be liable to the Utility in an amount to be determined in accordance with the liquidated damages provisions of Schedule 2 (Calculation of Payments). Permits and Licenses The Developer, at its sole cost and expense, shall acquire and maintain in effect all permits, licenses and approvals required by all local agencies, commissions and authorities with jurisdiction over the Developer or the Project, so that the Developer may lawfully perform its obligations under this Agreement.
