Renewable Energy Power Purchase Agreement

Renewable Energy Power Purchase Agreement (hereinafter the ‘Agreement’) Between:

​[Developer.FirstName][Developer.LastName] (hereinafter the ‘Developer’)

​[Developer.Country] owning a registered office at [Developer.Company][Developer.StreetAddress]​

and​

​[Buyer.FirstName][Buyer.LastName] (hereinafter the ‘Buyer’)

​[Buyer.Country] with an office located on [Buyer.Company][Buyer.StreetAddress].

Both Buyer/Client and Developer may be considered as “Party” and together as “Parties” on the [Document.CreatedDate].

WHEREAS:

1. Customer wishes to increase its use of environmentally friendly energy and to optimize the rates paid for electricity;

2. Customer owns the Property(ies) (as hereafter defined);

3. The Developer confirms to complete the entire construction and commissioning of their Project;

4. The Developer confirms to sell the renewable energy output from the Project to the Buyer;

5. Buyer wishes to buy the renewable energy generated according to the terms and conditions presented in the Agreement.

Now, Therefore, the Parties intend to be legally bound to all the conditions, warranties, and representations mentioned in this Agreement. These clauses are as follows:

Defined Terms and Interpretation

The interpretation of expressions and terms in this Agreement are according to the meanings provided in Schedule A.

Terms not mentioned in this schedule shall have the same meaning as mentioned in the Oxford dictionary.

Further, the heading of all the paragraphs mentioned are majorly for convenience only, and in case of a conflict, the context of the paragraph should be considered.

Terms such as Buyer is the client in this Agreement. Similarly, the Developer is the power provider. This information shall be mentioned and interpreted as given in the schedule.

It should also include the meaning of terms such as project, government, metering system, net renewable energy output, and relevant consents.

Purchase and Sale of Renewable Energy

Under this Agreement’s provisions and terms and conditions, the Developer will sell the net energy output to the Buyer.

Subject to all terms and conditions of the Agreement, the Buyer should purchase capacity and renewable energy from the Developer on the basis of the prevailing tariff.

The amount due for the net energy output is under the rules mentioned in the payment section.

Term

The initial term of the Agreement would commence on (Enter date) for a period of (Enter number) years. This term will conclude on (Enter date0 unless terminated earlier under this Agreement.

Both parties can agree to change the length of the Agreement’s term as per their needs by giving at least (Enter number) month(s) written notice.

Any of the Parties can extend the tenure of the Agreement as per the agreed renewal terms as agreed by both Developer and Buyer.

Billing and Payments

All payments and money received should be calculated in (Add the accepted currency). The invoice shared by the Buyer must feature detailed calculations highlighting any amounts owed.

A special invoice should be generated in case of a breach or default. This should cover all the amounts owed and details on any payment delays.

Pre-Operation Obligations

Developer should be obliged to finish the Project’s construction and should also conduct the prescribed operations.

The Developer is responsible for maintaining all licenses, approvals, and permits demanded by local agencies.

The Developer shall be obliged to obtain tax credits, loans, or grants from public and private institutions.

Metering

The Buyer should own and maintain the Metering System with performance measurements.

The Parties should be responsible for testing and inspecting all the Metering Equipment.

Mutual Warranties and Covenants

One party warrants the other that each party is duly formed and under the excellent standing of the law of [Developer.Country] and is qualified to conduct business in (country of the Project) by complying with all the laws.

Unless stated otherwise, the Developer shall own, design, and construct the Project under the Agreement’s laws, regulations, and rules.

Buyer agrees to pay for the net energy output of (Add the amount of net energy required).

Defaults and Termination

Where the Parties or a Party is required to perform any act or to fulfill an obligation under this Agreement within a specified time, and for any reason that Party cannot perform within the time stated, then that Party may request an extension of the time for performance. The non-requesting Party shall give such requests for extensions of time due and reasonable consideration and shall not unreasonably deny a request, but the non-requesting Party may grant such a request on terms and conditions as to future performance.

Buyer may give a notice of default under this Agreement (a “Buyer Notice of Default”) upon the occurrence of any of the following events unless caused by a breach by Buyer of this Agreement (each a “Developer Event of Default”).

Abandonment of construction of the Project by the Developer after the commencement of Construction without the written consent of the Buyer.

Failure of the Developer to achieve the requirements for the Commercial Operations Date within one (1) calendar year after the Required Commercial Operations Date. Unless, prior to the expiration of such one (1) year period, Buyer and Developer agree on the length, and terms and conditions of an extension of the Required Commercial Operations Date, at the expiration of the initial one (1) year period, Buyer shall either declare a default or waive its right to declare a default pursuant to this Paragraph. Buyer may waive its right to demand payment of the liquidated damages determined in accordance with the liquidated damages provisions of Schedule B (Calculation of Payments).

Willful alteration of or tampering by the Developer or its employees or agents with the Interconnection Facilities without the prior written consent of Buyer, except in situations where such actions are taken to prevent immediate injury, death, or property damage, and the Developer uses its best efforts to provide Buyer with advance notice of the need for such actions.

Abandonment of operation of the Project by the Developer after the Commercial Operations Date without the written consent of the Buyer.

Except when taken for the purpose of merger or reorganization (if such merger or reorganization does not affect the ability of the merged or reorganized entity to perform its obligations under this Agreement), the occurrence of any of the following events:

1. passage of a resolution by the shareholders of Developer for the winding up of Developer;

2. admission in writing by the Developer of its inability generally to pay its debts as they become due;

3. appointment of a Liquidator in a proceeding for the winding up of the Developer after notice to the Developer and due hearing; or

4. a court order to wind up Developer; or

Any material breach by the Developer of any representation, warranty, or covenant in this Agreement.

Developer may give a notice of default under this Agreement (a “Developer Notice of Default”) upon the occurrence of any of the following events unless caused by a breach by the Developer of this Agreement (each a “Buyer Event of Default”).

The occurrence of any of the following events, except where done for the purpose of merger or reorganization that does not affect the ability of the merged or reorganized entity, as the case may be, to perform its obligations under this Agreement:

1. Passage of a resolution by the shareholders of Buyer for the winding up of Buyer;

2. Admission in writing by Buyer of its inability generally to pay its debts as they become due;

3. Appointment of a Liquidator in a proceeding for the winding up of the Buyer, after notice to the Buyer and due hearing; or

4. A court order winding up Buyer;

5. Willful alteration of or tampering by Buyer or its employees or agents with the Project or Interconnection Facilities without the prior written consent of Developer, except in situations where such actions are taken to prevent immediate injury, death, or property damage, and Buyer uses its best efforts to provide Developer with advance notice of the need for such actions; or

6. Any material breach by Buyer of any representation, warranty, or covenant in this Agreement.

Force Majeure

In this Agreement, “Force Majeure” means any event, circumstances, or combination of events or circumstances beyond the reasonable control of a Party that materially and adversely affects the performance by that Party of its obligations by that Party of its rights under or pursuant to this Agreement, provided that such material and adverse effect has not occurred due to the failure of Developer or Buyer to design, finance, construct, own, operate or maintain the Project, Interconnection Facilities or the Grid as required by this Agreement and under Good Buyer Practice. Force Majeure shall expressly include the following categories of events and circumstances to the extent that the events or circumstances satisfy the definitional requirements.

Natural Events. “Force Majeure – Natural” includes, but is not limited to:

a) Acts of Nature;

b) Epidemic or plague;

Other Events of Force Majeure. “Force Majeure – Political” includes, but is not limited to:

1. Act of war, invasion, armed conflict or act of foreign enemy, blockade, embargo, revolution, riot, insurrection, civil commotion, act of terrorism, or sabotage;

2. Strikes, work to rule, or go-slows; and

3. Any of the Relevant Consents not being granted or renewed (unless previously revoked for cause) upon application having been duly made, any of the Relevant Consents, having been granted, ceasing to remain in full force and effect (unless revoked for cause), or the attachment to any Relevant Consents, subsequent to its grant, of any terms or conditions preventing performance,

Upon the occurrence of a Force Majeure event or circumstances, the non-performing Party shall, within forty-eight (48) hours, give the other Party written notice describing the particulars of the occurrence. The suspension of performance shall be of no greater scope and no longer duration than the Force Majeure requires. The non-performing Party shall use its best efforts to remedy its inability to perform, and when the non-performing Party is able to resume the performance of its obligations under this Agreement, that Party shall promptly give the other Party written notice to that effect.

Force Majeure shall expressly not include the following conditions, except to the extent they result from an event or circumstances of Force Majeure:

• Unavailability, late delivery, or changes in the cost of the plant, machinery, equipment, materials, spare parts, or consumables for the Project;

• A delay in the performance of any Contractor;

• Non-performance resulting from normal wear and tear typically experienced in power generation materials and equipment; and

• Non-performance caused by, or connected with, the non-performing Party’s (a) negligent or intentional acts, errors, or omissions, (b) failure to comply with applicable laws, or (c) breach of, or default under, this Agreement.

Consequences of Force Majeure

Neither Party shall be deemed in breach of this Agreement because of any failure or delay in complying with its obligations pursuant to this Agreement due solely to Force Majeure.

The periods allowed for performance by the Parties of their obligations shall be extended on a day-for-day basis, provided that (1) no relief shall be granted to the Party claiming Force Majeure pursuant to this Agreement to the extent that such failure or delay would have occurred even had such Force Majeure not occurred, and (2) the Party not claiming Force Majeure may immediately terminate this Agreement without further obligation if Force Majeure delays a Party’s performance for a period greater than fifteen (15) months.

Other than for breaches of this Agreement by the Party not claiming Force Majeure, and without prejudice to the right of the Party claiming Force Majeure to indemnification, the Party not claiming shall not bear any liability for any loss or expense suffered by the Party claiming Force Majeure as a result of a Force Majeure.

During the pendency of an event of Force Majeure, the Developer shall not be entitled to receive Energy Payment from the Buyer except for energy already received by the Buyer prior to the Event. If Force Majeure affects only part of the Project, then the Developer shall be entitled to receive Energy Payment for electrical energy actually delivered to Buyer.

Insurance

All the insurance related to the Project should be maintained by both Parties involved.

Resolution of Any Dispute

In case of any dispute related to the Agreement, both Parties shall resolve the issue within 30 days through mutual discussion.

If a dispute doesn’t resolve, it should be settled through arbitration.

Notices

All the notices shared should be in writing and must be either delivered by post or handed over in person.

All the notices should have the party’s address, fax number, and telephone in detail.

Notices are only effective upon their receipt or delivery.

Miscellaneous Provisions

All the amendments in this Agreement shall be binding when provided in writing and signed by the representatives of both Parties involved.

Each party should keep all related documents confidential and not publish them publicly.

Governing Law

All the obligations and rights of the parties involved in this Agreement shall be constructed and governed as per the laws of the (State).

In Witness Whereof, this Agreement has been executed on the (Date).

​

​[Witness.FirstName][Witness.LastName]​