POWER PURCHASE AGREEMENT

Agreement Number: [________________________________]

Effective Date: [__/__/____]

PARTIES

SELLER:

Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Phone: [________________________________]

Email: [________________________________]

FERC QF Status (if applicable): ☐ Yes ☐ No

QF Docket Number: [________________________________]

BUYER:

Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Phone: [________________________________]

Email: [________________________________]

Utility Commission ID: [________________________________]

RECITALS

WHEREAS, Seller owns and operates or will construct and operate an electric generating facility located at [________________________________] (the "Facility");

WHEREAS, Buyer is engaged in the purchase, transmission, and/or distribution of electric power;

WHEREAS, Seller desires to sell and Buyer desires to purchase electric energy and capacity on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Capacity" means the maximum sustained output of the Facility, expressed in megawatts (MW).

1.2 "Commercial Operation Date" or "COD" means the date on which the Facility achieves Commercial Operation as defined in Section 3.2.

1.3 "Contract Capacity" means [________] MW.

1.4 "Contract Energy" means the electric energy generated by the Facility and delivered to the Delivery Point.

1.5 "Delivery Point" means [________________________________].

1.6 "Energy" means electric energy expressed in megawatt-hours (MWh).

1.7 "Expected Annual Energy" means [________] MWh per Contract Year.

1.8 "Force Majeure" means any event beyond the reasonable control of a party as defined in Article 10.

1.9 "Generation Facility" or "Facility" means the electric generating facility described in Exhibit A.

1.10 "Market Price" means the applicable wholesale market price as determined by [________________________________].

1.11 "Metering Point" means the point at which Energy is measured for billing purposes.

1.12 "NERC" means the North American Electric Reliability Corporation.

1.13 "RTO/ISO" means the Regional Transmission Organization or Independent System Operator with jurisdiction over the Delivery Point, specifically [________________________________].

ARTICLE 2: TERM

2.1 Initial Term

This Agreement shall commence on the Effective Date and continue for a period of [________] years following the Commercial Operation Date, unless earlier terminated in accordance with the provisions hereof.

2.2 Extension Options

☐ Buyer shall have the option to extend this Agreement for [________] additional term(s) of [________] year(s) each.

☐ Seller shall have the option to extend this Agreement for [________] additional term(s) of [________] year(s) each.

☐ Extension requires mutual written consent.

2.3 Notice of Extension

The party exercising an extension option shall provide written notice no less than [________] months prior to the expiration of the then-current term.

ARTICLE 3: FACILITY DEVELOPMENT AND COMMERCIAL OPERATION

3.1 Development Milestones

Seller shall achieve the following milestones:

3.2 Commercial Operation

The Facility shall achieve Commercial Operation when all of the following conditions are satisfied:

☐ Facility has been constructed in accordance with approved plans and specifications

☐ All required governmental permits and approvals have been obtained

☐ Interconnection facilities have been completed and tested

☐ Facility has demonstrated continuous operation at [________]% of Contract Capacity for [________] hours

☐ All required metering equipment has been installed and tested

☐ Seller has provided all required insurance certificates

3.3 Delay Liquidated Damages

If Commercial Operation is not achieved by the Target COD, Seller shall pay Buyer liquidated damages of $[________] per MW of Contract Capacity per day of delay, up to a maximum of $[________].

ARTICLE 4: PURCHASE AND SALE OF ENERGY AND CAPACITY

4.1 Sale of Energy

Seller agrees to sell and deliver to Buyer, and Buyer agrees to purchase and receive from Seller, all Energy produced by the Facility and delivered to the Delivery Point.

4.2 Sale of Capacity

☐ This Agreement includes the sale of Capacity.

☐ This Agreement is for Energy only.

4.3 Environmental Attributes

☐ Seller conveys to Buyer all Environmental Attributes associated with the Energy, including but not limited to:

☐ Renewable Energy Certificates (RECs)

☐ Carbon credits or offsets

☐ Green tags

☐ Emissions allowances

☐ Other: [________________________________]

☐ Seller retains all Environmental Attributes.

4.4 Ancillary Services

☐ Seller shall provide the following ancillary services: [________________________________]

☐ Ancillary services are not included in this Agreement.

ARTICLE 5: PRICING AND PAYMENT

5.1 Energy Price

Buyer shall pay Seller for Contract Energy at the following rate(s):

☐ Fixed Price: $[________] per MWh for the Term of this Agreement.

☐ Escalating Price:

☐ Market-Based Price: [________]% of the Market Price, calculated as [________________________________].

☐ Time-of-Delivery Adjustment:

5.2 Capacity Payment

☐ Buyer shall pay Seller for Capacity at $[________] per kW-month.

☐ Capacity payment is included in the Energy Price.

5.3 Invoicing

Seller shall submit monthly invoices to Buyer within [________] business days following the end of each calendar month.

5.4 Payment Terms

Buyer shall pay undisputed amounts within [________] days of receipt of invoice.

5.5 Late Payment

Late payments shall accrue interest at the rate of [________]% per annum or the maximum rate permitted by law, whichever is lower.

5.6 Disputed Amounts

Any disputed amounts shall be resolved in accordance with Article 13.

ARTICLE 6: METERING AND MEASUREMENT

6.1 Metering Equipment

☐ Seller shall install, own, and maintain metering equipment.

☐ Buyer shall install, own, and maintain metering equipment.

6.2 Meter Standards

All meters shall comply with:

☐ ANSI C12.1 standards

☐ RTO/ISO metering requirements

☐ Applicable utility standards

6.3 Meter Testing

Meters shall be tested:

☐ Annually

☐ Upon request by either party (requesting party pays if meter is accurate)

☐ As required by RTO/ISO protocols

6.4 Meter Data

Meter data shall be transmitted to:

☐ Buyer: [________________________________]

☐ RTO/ISO: [________________________________]

☐ Other: [________________________________]

ARTICLE 7: OPERATIONS AND MAINTENANCE

7.1 Operating Standards

Seller shall operate the Facility in accordance with:

☐ Good Utility Practice

☐ NERC Reliability Standards

☐ RTO/ISO protocols and procedures

☐ Manufacturer recommendations

☐ All applicable laws and regulations

7.2 Scheduled Outages

Seller shall provide Buyer with [________] days advance written notice of scheduled outages. Seller shall coordinate scheduled outages with Buyer to minimize impact on Buyer's operations.

7.3 Forced Outages

Seller shall notify Buyer of any forced outage as soon as practicable but in no event later than [________] hours after the occurrence.

7.4 Availability Guarantee

Seller guarantees that the Facility will achieve an annual availability of not less than [________]%.

7.5 Performance Guarantee

Seller guarantees annual energy production of not less than [________]% of Expected Annual Energy.

ARTICLE 8: INTERCONNECTION

8.1 Interconnection Agreement

Seller shall enter into an interconnection agreement with the Transmission Provider and shall be responsible for all costs associated with interconnecting the Facility.

8.2 Network Upgrades

☐ Seller is responsible for all Network Upgrade costs.

☐ Network Upgrade costs are shared as follows: [________________________________]

8.3 Transmission Service

☐ Seller is responsible for transmission service to the Delivery Point.

☐ Buyer is responsible for transmission service from the Delivery Point.

ARTICLE 9: REGULATORY COMPLIANCE

9.1 Seller's Regulatory Obligations

Seller shall:

☐ Maintain Qualifying Facility status under PURPA (if applicable)

☐ Comply with all FERC requirements

☐ Comply with all state Public Utility Commission requirements

☐ Maintain all required permits and approvals

☐ Comply with all environmental laws and regulations

9.2 Buyer's Regulatory Obligations

Buyer shall:

☐ Maintain required utility approvals

☐ File this Agreement with applicable regulatory authorities as required

☐ Comply with renewable portfolio standard requirements (if applicable)

9.3 Regulatory Approvals

This Agreement is subject to:

☐ FERC approval

☐ State Public Utility Commission approval

☐ Other: [________________________________]

ARTICLE 10: FORCE MAJEURE

10.1 Definition

"Force Majeure" means any event or circumstance beyond the reasonable control of the affected party, including but not limited to:

☐ Acts of God (flood, earthquake, hurricane, tornado)

☐ War, terrorism, civil unrest

☐ Strikes or labor disputes (not limited to Seller's employees)

☐ Government actions or orders

☐ Grid emergencies declared by the RTO/ISO

☐ Transmission outages not caused by Seller

10.2 Exclusions

Force Majeure does not include:

☐ Economic hardship

☐ Changes in market prices

☐ Equipment failure due to lack of maintenance

☐ Failure to obtain financing

10.3 Notice

The affected party shall provide written notice of a Force Majeure event within [________] hours of its occurrence.

10.4 Mitigation

The affected party shall use commercially reasonable efforts to mitigate and overcome the Force Majeure event.

ARTICLE 11: DEFAULTS AND REMEDIES

11.1 Seller Events of Default

☐ Failure to achieve Commercial Operation within [________] days of the Target COD

☐ Abandonment of the Facility

☐ Failure to deliver Energy for [________] consecutive days (other than Force Majeure)

☐ Material breach of any representation, warranty, or covenant

☐ Bankruptcy or insolvency

☐ Failure to maintain required insurance

11.2 Buyer Events of Default

☐ Failure to pay undisputed amounts within [________] days of due date

☐ Failure to accept delivery of Energy (other than due to Force Majeure)

☐ Material breach of any representation, warranty, or covenant

☐ Bankruptcy or insolvency

11.3 Cure Period

The non-defaulting party shall provide written notice of default, and the defaulting party shall have [________] days to cure (or [________] days if the default cannot reasonably be cured within [________] days and the defaulting party is diligently pursuing a cure).

11.4 Termination Payment

Upon termination due to default:

☐ Defaulting party shall pay the non-defaulting party's actual damages

☐ Defaulting party shall pay a termination payment calculated as [________________________________]

ARTICLE 12: INDEMNIFICATION AND LIABILITY

12.1 Seller's Indemnification

Seller shall indemnify, defend, and hold harmless Buyer from and against all claims, damages, losses, and expenses arising from:

☐ Seller's operation of the Facility

☐ Seller's breach of this Agreement

☐ Personal injury or property damage caused by Seller

☐ Environmental contamination caused by Seller

12.2 Buyer's Indemnification

Buyer shall indemnify, defend, and hold harmless Seller from and against all claims, damages, losses, and expenses arising from:

☐ Buyer's breach of this Agreement

☐ Personal injury or property damage caused by Buyer

12.3 Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, EXCEPT IN CASES OF WILLFUL MISCONDUCT OR FRAUD.

ARTICLE 13: DISPUTE RESOLUTION

13.1 Informal Resolution

The parties shall attempt to resolve any dispute through good faith negotiations between senior executives for a period of [________] days.

13.2 Mediation

If informal resolution fails, the parties shall submit the dispute to mediation administered by [________________________________].

13.3 Arbitration/Litigation

☐ Binding arbitration in accordance with [________________________________] rules.

☐ Litigation in the courts of [________________________________].

13.4 Governing Law

This Agreement shall be governed by the laws of the State of [________________________________].

ARTICLE 14: CREDIT AND SECURITY

14.1 Development Security

Seller shall post development security in the amount of $[________] per MW of Contract Capacity in the form of:

☐ Letter of credit

☐ Cash deposit

☐ Surety bond

14.2 Performance Security

Seller shall post performance security in the amount of $[________] per MW of Contract Capacity upon Commercial Operation.

14.3 Credit Requirements

Each party shall maintain a credit rating of at least [________] from [________________________________] or provide adequate security.

ARTICLE 15: INSURANCE

15.1 Required Insurance

Seller shall maintain the following insurance:

15.2 Additional Insured

Buyer shall be named as additional insured on Seller's liability policies.

ARTICLE 16: ASSIGNMENT

16.1 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except:

☐ Assignment to an affiliate

☐ Assignment to a lender as collateral

☐ Assignment pursuant to a sale of the Facility (subject to Buyer's consent, not to be unreasonably withheld)

ARTICLE 17: CONFIDENTIALITY

17.1 Confidential Information

Each party agrees to maintain the confidentiality of all non-public information received from the other party.

17.2 Permitted Disclosures

Confidential information may be disclosed:

☐ To regulatory authorities as required

☐ To lenders and investors (subject to confidentiality agreements)

☐ As required by law

ARTICLE 18: MISCELLANEOUS

18.1 Notices

All notices shall be in writing and delivered to the addresses set forth above.

18.2 Entire Agreement

This Agreement, including all Exhibits, constitutes the entire agreement between the parties.

18.3 Amendments

This Agreement may only be amended by written instrument signed by both parties.

18.4 Waiver

No waiver of any provision shall be effective unless in writing.

18.5 Severability

If any provision is held invalid, the remaining provisions shall continue in effect.

18.6 Counterparts

This Agreement may be executed in counterparts.

EXHIBITS

☐ Exhibit A: Facility Description

☐ Exhibit B: Site Map and Delivery Point

☐ Exhibit C: Milestone Schedule

☐ Exhibit D: Form of Letter of Credit

☐ Exhibit E: Insurance Requirements

☐ Exhibit F: Metering and Data Protocols

☐ Exhibit G: Environmental Attributes Documentation

SIGNATURES

SELLER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

BUYER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

ACKNOWLEDGMENT

State of [________________________________]

County of [________________________________]

On this [____] day of [________________], 20[____], before me personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies).

Notary Public: [________________________________]

My Commission Expires: [__/__/____]

[NOTARY SEAL]

This Power Purchase Agreement template is provided for informational purposes only. Energy transactions involve complex federal and state regulatory requirements. Parties should consult with qualified legal counsel specializing in energy law before execution.