Wind Energy Power Purchase Agreement

Affected Property: (Property.Name)

Affected Address: (Property.Street) (Property.City) (Property.State) (Property.Zip)

Wind Farm Location: (WindFarm.Name)

Wind Farm Address: (WindFarm.Street) (WindFarm.City) (WindFarm.State) (WindFarm.Zip)

The Agreement and Its Term

This wind energy power purchase agreement is between [Client.FirstName][Client.LastName] (“Client”) and [PowerProvider.FirstName][PowerProvider.LastName] (“Power Provider”), which goes into effect on the (Begin.Date) (“Effective Date”). The agreement is valid for (Number) years until (End.Date) (“Date of Termination”). This document refers collectively to the Client and Power Provider as “Parties.”

WHEREAS:

1. The Power Provider agrees to complete the commission and construction of (WindEnergy.Equipment) (“Wind Energy Equipment”), which encompasses (Equipment.Name), (Project.Description), at (WindFarm.Location), which generates approximately (Project.EnergyOutput).

2. The Power Provider aims to complete the Project Operations by the prospective installation date of (Date) (“Operation Date”).

3. The Power Provider agrees to make available and sell the Energy Output of this Wind Energy Equipment to the Client.

4. The Client wishes to purchase the Energy Output of this Wind Energy Equipment from the Power Provider, pursuant to the terms of this agreement.

Defined Terms and Interpretation

1. “Client” is the buyer of electricity and is located at [Client.StreetAddress][Client.City][Client.State][Client.PostalCode].

2. “Energy Delivery Point” is the point that delivers the energy to the Client.

3. “Energy Output” is the total energy the Client use that is generated by the wind farm and measured using a meter.

4. "kWh" means kilowatt hour.

5. “kWp” means kilowatt-rated power.

6. “MW” means megawatt, which is 1,000 kW.

7. “Power Provider” as the developer and seller of energy, located at [PowerProvider.StreetAddress][PowerProvider.City][PowerProvider.State][PowerProvider.PostalCode].

8. “Project Operations” is when the Power Provider i) completes the construction, maintenance, and repairs of the Wind Energy Equipment and ii) uses the appropriate meter or meters to deliver wind energy to the Client at the specified location or locations.

9. Project Operation Date” refers to when fully functioning Wind Energy Equipment is completed thanks to the Operation services and installation.

10. “Wind Energy Equipment” is the wind power generation equipment, which includes connections, switches, conduits, controls, meters, wires, and other equipment to ensure a fully-functioning Energy Delivery Point or Points to provide the Client with wind energy.

Leasing Wind Energy Equipment

Per the terms and conditions of this wind energy power purchase agreement, the Client will pay a fixed rate for the Energy Output used per kW/MW. The Parties can evaluate this amount after (Number) years and negotiate a new rate between Parties.

The Client agrees that the Wind Energy Equipment will be built at (WindFarm.Location) as part of the offsite/onsite agreement.

The Client agrees that they’ll purchase 1) the entirety of the Energy Output the wind farm generates or 2) the (Number) kW/MW of the generated energy. This energy is delivered using physical/financial methods, and the Client/Power Provider will cover the costs of balancing the grid to the relative market value.

The Client must pay $(Rate.Amount) per kW/MW received to the Power Provider by the 1st of each month. If the Power Provider does not receive the payment by the 5th or by (Number) days after the due date, then the Power Provider may charge an additional late fee of $(Late.Fee).

The Power Provider understands that they are responsible for sending monthly invoices featuring detailed breakdowns, calculations, and highlights of the owed amount. The Power Provider must generate a special invoice that breaks down all the owed amounts and payment delay details in the case of default.

Payments must be made in United States Dollars (USD) using (Payment.Method1) or (Payment.Method2). Should the Client mail the payment as a check, they must ensure it reaches the Power Provider before or on the 1st of each month to avoid late fees.

Maintenance and Repairs

The Power Provider owns the Wind Energy Equipment and is responsible for performing bi-annual/annual maintenance on the Wind Energy Equipment. These maintenance checks include but are not limited to cleaning the wind turbines, checking wires and connections, etc.

Pre-Installation Obligations

The Power Provider shall undertake and be obliged to 1) complete the construction of the Project Operations and 2) successfully achieve the required test operations before the Project Operation Date. At their own cost and expense, the Power Provider must acquire and maintain the permits, approvals, and licenses required by local agencies.

The Power Provider is also responsible for applying and obtaining available tax credits, loans, grants, or preferences from governmental or other institutions.

Notices and Resolution of Disputes

All notices shared must be written and either delivered by post or handed over in person. These notices must have the Party’s address, name, fax number, telephone number, and company. The notices are only effective when the sending party has received a delivery receipt.

Parties will resolve any disputes about the wind energy power purchase agreement through mutual discussion. If it’s been 30 days and the Parties have not resolved, they will settle it through arbitration.

Miscellaneous Provisions

A Party can request a move or replacement of the Wind Energy Equipment during the term of this document. However, due to the challenging nature of the movement or replacement of wind turbines, the Party must obtain permission from all necessary authorities. The Party requesting the move/replacement must cover any expenses the move/replacement generates.

Parties to this agreement will receive related confidential documents regarding this contract. Each Party must keep these in an appropriately secure location. The parties agree not to publish these documents publically.

Warranties and Covenant of Both Parties

Each Party warrants to the other:

• They are validly existing, duly formed, and in good standing with the laws of (State), and so can do business in (State).

• The execution, delivery, and performance of the project Operations will not violate any (State) law.

Covenants:

• The Client covenants as follows:

  • To make the payments for the Net Energy Output on time.

  • To respond and act reasonably with any requests from the Power Provider regarding specific connections or related apparatus of the Wind Energy Equipment.

• The Client covenants as follows:

  • To make the payments for the Net Energy Output on time.

  • To respond and act reasonably with any requests from the Power Provider regarding specific connections or related apparatus of the Wind Energy Equipment.

Event of Default

Should either Party experience one of the following “Events of Default,” the other Party has the right to decide whether to terminate or suspend the power purchase agreement.

• If the Client doesn’t make payment within (Number) days of the due date

• Should a Party violate any of the terms and conditions of this agreement

• If the Client provides a notice in writing of their inability to pay their debts

• If either Party files a petition or reorganization under the federal laws of bankruptcy

Agreement

Both Parties understand the terms of this agreement and agree to follow it. Both Power Provider and Client understand that they will be held accountable under the terms and conditions of this agreement after signing this document.

This wind energy power purchase agreement document is the entire agreement. Any other verbal or written promises, agreements, or concessions will not be valid in a court of law. Should a Party wish to add amendments to this agreement, it must be in writing and signed by both parties.

The laws of [Client.State]​ construe all obligations and rights of this PPA. In Witness Whereof, this agreement is executed on the date, month, and year mentioned below.