RENEWABLE ENERGY CERTIFICATE PURCHASE AND SALE AGREEMENT

Agreement Number: [________________________________]

Effective Date: [__/__/____]

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PARTIES

SELLER:

Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Phone: [________________________________]

Email: [________________________________]

Tracking System Account ID: [________________________________]

BUYER:

Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Phone: [________________________________]

Email: [________________________________]

Tracking System Account ID: [________________________________]

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RECITALS

WHEREAS, Seller owns or has the right to sell Renewable Energy Certificates generated from renewable energy facilities;

WHEREAS, Buyer desires to purchase Renewable Energy Certificates for compliance, voluntary, or other purposes;

WHEREAS, the parties desire to set forth the terms and conditions for the purchase and sale of such Renewable Energy Certificates;

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

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ARTICLE 1: DEFINITIONS

1.1 "Applicable Tracking System" means [________________________________] (e.g., WREGIS, M-RETS, NEPOOL GIS, PJM GATS, NC-RETS, ERCOT).

1.2 "Compliance REC" means a REC that meets the requirements of a specific Renewable Portfolio Standard or other regulatory mandate.

1.3 "Contract Quantity" means the total quantity of RECs to be delivered under this Agreement.

1.4 "Contract Year" means each twelve-month period during the Delivery Period.

1.5 "Delivery Period" means the period during which RECs are to be delivered as specified in Article 3.

1.6 "Eligible Resource" means a renewable energy generating facility that meets the eligibility criteria specified in Article 4.

1.7 "Generation Period" means the period during which the electricity associated with the RECs was generated.

1.8 "Green-e" means the certification program administered by the Center for Resource Solutions.

1.9 "MWh" means megawatt-hour.

1.10 "REC" or "Renewable Energy Certificate" means a certificate representing the environmental attributes associated with one MWh of electricity generated from an Eligible Resource, separate from the underlying electricity.

1.11 "RPS" means Renewable Portfolio Standard.

1.12 "Vintage" means the calendar year (or other specified period) in which the electricity associated with the REC was generated.

1.13 "Voluntary REC" means a REC used for voluntary renewable energy claims, not for regulatory compliance.

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ARTICLE 2: PURCHASE AND SALE

2.1 Sale of RECs

Seller agrees to sell and deliver to Buyer, and Buyer agrees to purchase and receive from Seller, the quantity of RECs specified in this Agreement.

2.2 Contract Quantity

Delivery Year	Quantity (RECs)	Vintage Requirement
Year 1: [____]	[________] RECs	[________]
Year 2: [____]	[________] RECs	[________]
Year 3: [____]	[________] RECs	[________]
Year 4: [____]	[________] RECs	[________]
Year 5: [____]	[________] RECs	[________]

Total Contract Quantity: [________] RECs

2.3 REC Type

☐ Compliance RECs for: [________________________________] RPS

☐ Voluntary RECs

☐ Both Compliance and Voluntary (specify allocation): [________________________________]

2.4 Bundled vs. Unbundled

☐ Bundled RECs: RECs sold together with underlying electricity

☐ Unbundled RECs: RECs sold separately from underlying electricity

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ARTICLE 3: DELIVERY

3.1 Delivery Period

The Delivery Period shall commence on [__/__/____] and end on [__/__/____].

3.2 Delivery Schedule

☐ Annual Delivery: RECs delivered in one batch per Contract Year

☐ Quarterly Delivery: RECs delivered within [____] days after each calendar quarter

☐ Monthly Delivery: RECs delivered within [____] days after each month

☐ Upon Generation: RECs delivered within [____] days of tracking system issuance

☐ Other: [________________________________]

3.3 Delivery Method

RECs shall be delivered via transfer in the Applicable Tracking System:

Tracking System: [________________________________]

Seller's Account: [________________________________]

Buyer's Account: [________________________________]

3.4 Delivery Confirmation

Delivery shall be deemed complete upon:

☐ Transfer of RECs to Buyer's tracking system account

☐ Receipt of tracking system confirmation by both parties

☐ Buyer's acknowledgment of receipt

3.5 Minimum Delivery Quantity

☐ No minimum delivery quantity per period

☐ Minimum of [________]% of annual Contract Quantity must be delivered each Contract Year

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ARTICLE 4: ELIGIBLE RESOURCE REQUIREMENTS

4.1 Resource Type

RECs must be generated from the following eligible resource type(s):

☐ Solar Photovoltaic

☐ Solar Thermal

☐ Wind

☐ Geothermal

☐ Small Hydroelectric (≤ [____] MW)

☐ Biomass

☐ Biogas/Landfill Gas

☐ Fuel Cells using Renewable Fuel

☐ Ocean/Tidal/Wave Energy

☐ Other: [________________________________]

4.2 Facility Requirements

☐ Named Facility(ies): RECs must come from the facility(ies) listed in Exhibit A

☐ Facility Type: RECs may come from any facility meeting specified criteria

☐ New vs. Existing:

☐ New facility (online date after [__/__/____])

☐ Existing facility acceptable

☐ Repowered facility acceptable

4.3 Geographic Requirements

☐ Location: Facility must be located in [________________________________]

☐ Grid Connection: Facility must be interconnected to [________________________________]

☐ Delivery into State/Region: Electricity must be deliverable to [________________________________]

4.4 Certification Requirements

☐ Facility must be certified by [________________________________]

☐ Facility must be registered with [________________________________]

☐ Green-e certification required

☐ Other certification: [________________________________]

4.5 Vintage Requirements

☐ Current year vintage only

☐ Current or prior year vintage

☐ Vintage no older than [________] year(s) at delivery

☐ Specific vintage: [________]

4.6 RPS Eligibility

☐ RECs must be eligible for [________________________________] RPS

☐ RPS eligibility certification required

☐ Tier/Class requirement: [________________________________]

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ARTICLE 5: PRICING AND PAYMENT

5.1 REC Price

☐ Fixed Price: $[________] per REC

☐ Escalating Price:

Contract Year	Price per REC
Year 1	$[________]
Year 2	$[________]
Year 3	$[________]
Year 4	$[________]
Year 5	$[________]

☐ Index-Based Price: [________________________________]

☐ Tiered Pricing:

Quantity Range	Price per REC
1 - [________]	$[________]
[________] - [________]	$[________]
[________]+	$[________]

5.2 Total Contract Value

Total estimated value: $[________]

5.3 Invoicing

Seller shall submit invoices:

☐ Upon delivery of RECs

☐ Monthly

☐ Quarterly

☐ Annually

☐ Other: [________________________________]

5.4 Payment Terms

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

5.5 Late Payment

Late payments shall bear interest at [________]% per annum or the maximum legal rate, whichever is lower.

5.6 Taxes

☐ Seller responsible for all taxes imposed on Seller

☐ Buyer responsible for all taxes imposed on Buyer

☐ Purchase price excludes applicable taxes

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ARTICLE 6: SELLER'S REPRESENTATIONS AND WARRANTIES

6.1 Seller represents and warrants that:

☐ Seller has good and marketable title to the RECs

☐ The RECs are free and clear of all liens, claims, and encumbrances

☐ The RECs have not been previously sold, transferred, or retired

☐ The RECs will be generated from Eligible Resources

☐ The underlying electricity was generated during the specified Generation Period

☐ The RECs meet all eligibility requirements specified in this Agreement

☐ Seller has all necessary rights and authorizations to sell the RECs

☐ No other party has any claim to the environmental attributes represented by the RECs

☐ The RECs are registered in the Applicable Tracking System

☐ Information provided to the tracking system is accurate

6.2 Green Claims Warranty

☐ Seller warrants that Buyer may make renewable energy claims based on the RECs in accordance with FTC Green Guides and applicable laws

☐ Seller warrants RECs meet Green-e standards (if applicable)

6.3 Compliance Warranty (if applicable)

☐ Seller warrants that RECs are eligible for [________________________________] RPS compliance

☐ Seller will provide certification of RPS eligibility

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ARTICLE 7: BUYER'S REPRESENTATIONS AND WARRANTIES

7.1 Buyer represents and warrants that:

☐ Buyer has authority to enter into this Agreement

☐ Buyer has an active account in the Applicable Tracking System

☐ Buyer will use RECs in compliance with applicable laws and tracking system rules

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ARTICLE 8: DELIVERY SHORTFALL

8.1 Notice of Shortfall

Seller shall notify Buyer within [________] days if Seller anticipates being unable to deliver the required quantity of RECs.

8.2 Remedy Options

In the event of a delivery shortfall, Seller shall, at Buyer's option:

☐ Deliver replacement RECs meeting the same specifications

☐ Deliver substitute RECs meeting alternative specifications acceptable to Buyer

☐ Pay damages equal to: [________________________________]

☐ Reduce Contract Quantity and price proportionally

8.3 Cover Purchase

If Seller fails to deliver, Buyer may:

☐ Purchase replacement RECs from a third party

☐ Recover the difference between the cover price and the Contract Price from Seller

☐ Cover purchases shall be made in a commercially reasonable manner

8.4 Excess Delivery

☐ Buyer shall accept excess RECs at the Contract Price (up to [________]% over Contract Quantity)

☐ Buyer may reject excess RECs

☐ Excess RECs credited to next delivery period

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ARTICLE 9: RETIREMENT AND USE OF RECS

9.1 Buyer's Intended Use

Buyer intends to use RECs for:

☐ RPS compliance in [________________________________]

☐ Voluntary renewable energy claims

☐ Resale to third parties

☐ Carbon disclosure/reporting

☐ Other: [________________________________]

9.2 Retirement

☐ Buyer shall retire RECs in the Applicable Tracking System

☐ Seller shall retire RECs on Buyer's behalf (if applicable)

☐ Retirement beneficiary: [________________________________]

9.3 Double Counting Prevention

☐ Seller shall not make any environmental claims based on the RECs sold

☐ Seller shall not sell or transfer the RECs to any other party

☐ Seller agrees to cooperate in preventing double counting

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ARTICLE 10: TERM AND TERMINATION

10.1 Term

This Agreement shall commence on the Effective Date and continue until [__/__/____] or until all obligations have been fulfilled.

10.2 Early Termination

This Agreement may be terminated:

☐ By mutual written agreement

☐ By non-defaulting party upon material breach (after cure period)

☐ By either party upon [________] months notice

☐ Automatically upon delivery of all Contract Quantity

10.3 Effect of Termination

Upon termination:

☐ All delivered RECs remain Buyer's property

☐ Payment obligations for delivered RECs survive

☐ Confidentiality obligations survive for [________] years

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ARTICLE 11: DEFAULT AND REMEDIES

11.1 Events of Default

☐ Failure to deliver RECs within [________] days of scheduled delivery

☐ Failure to pay amounts due within [________] days

☐ Breach of representation or warranty

☐ Bankruptcy or insolvency

☐ Material breach of other obligations

11.2 Cure Period

The defaulting party shall have [________] days to cure after written notice (or [________] days for payment defaults).

11.3 Remedies

Upon default, the non-defaulting party may:

☐ Terminate this Agreement

☐ Suspend performance

☐ Pursue damages

☐ Exercise other remedies at law or equity

11.4 Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, except for breach of confidentiality or willful misconduct.

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ARTICLE 12: FORCE MAJEURE

12.1 Definition

Force Majeure means events beyond a party's reasonable control, including acts of God, war, terrorism, natural disasters, and government actions.

12.2 Notice

The affected party shall provide prompt notice of a Force Majeure event.

12.3 Effect

Force Majeure shall excuse performance for the duration of the event. If Force Majeure continues for more than [________] days, either party may terminate without liability.

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ARTICLE 13: CONFIDENTIALITY

13.1 Confidential Information

The parties agree to keep confidential:

☐ Pricing terms

☐ Contract Quantity

☐ Facility information

☐ Business strategies

13.2 Permitted Disclosures

Information may be disclosed:

☐ As required by law or regulation

☐ To regulatory authorities

☐ To tracking system administrators

☐ To auditors and professional advisors

☐ With prior written consent

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ARTICLE 14: INDEMNIFICATION

14.1 Seller's Indemnification

Seller shall indemnify Buyer for claims arising from:

☐ Breach of Seller's representations and warranties

☐ Third-party claims to the RECs

☐ Seller's negligence or willful misconduct

14.2 Buyer's Indemnification

Buyer shall indemnify Seller for claims arising from:

☐ Buyer's use of RECs

☐ Buyer's negligence or willful misconduct

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ARTICLE 15: DISPUTE RESOLUTION

15.1 Informal Resolution

Parties shall attempt to resolve disputes through good faith negotiation for [________] days.

15.2 Formal Resolution

☐ Binding arbitration under [________________________________]

☐ Mediation followed by arbitration

☐ Litigation in courts of [________________________________]

15.3 Governing Law

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

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ARTICLE 16: ASSIGNMENT

16.1 Assignment

Neither party may assign without prior written consent, except:

☐ To affiliates

☐ To lenders as collateral

☐ In connection with a merger or sale of substantially all assets

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ARTICLE 17: MISCELLANEOUS

17.1 Notices

All notices to addresses above or as updated in writing.

17.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties.

17.3 Amendments

Amendments must be in writing signed by both parties.

17.4 Severability

Invalid provisions shall not affect remaining provisions.

17.5 Waiver

Waiver must be in writing.

17.6 Counterparts

May be executed in counterparts.

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EXHIBITS

☐ Exhibit A: Eligible Facility List (if specified)

☐ Exhibit B: RPS Eligibility Certification

☐ Exhibit C: Tracking System Registration

☐ Exhibit D: Delivery Schedule

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SIGNATURES

SELLER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

BUYER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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This Renewable Energy Certificate Agreement template is provided for informational purposes only. REC transactions involve complex regulatory, tracking, and verification requirements. Consult with qualified legal and regulatory professionals before execution.