WIND ENERGY LEASE AGREEMENT

Agreement Number: [________________________________]

Effective Date: [__/__/____]

PARTIES

LANDOWNER (Lessor):

Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Phone: [________________________________]

Email: [________________________________]

DEVELOPER (Lessee):

Company Name: [________________________________]

Address: [________________________________]

City, State, ZIP: [________________________________]

Phone: [________________________________]

Email: [________________________________]

State of Incorporation: [________________________________]

RECITALS

WHEREAS, Landowner is the owner of certain real property located in [________________________________] County, State of [________________________________] (the "Property");

WHEREAS, Developer is engaged in the development, construction, and operation of wind energy facilities;

WHEREAS, Landowner desires to lease certain portions of the Property to Developer for wind energy development;

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Commercial Operation Date" means the date on which a Wind Turbine first generates electricity for sale to the grid.

1.2 "Development Period" means the period from the Effective Date until commencement of construction.

1.3 "Easement Area" means portions of the Property used for access roads, transmission lines, and other facilities.

1.4 "Gross Revenues" means all revenues received by Developer from the sale of electricity and Environmental Attributes.

1.5 "Installed Capacity" means the nameplate capacity of all Wind Turbines on the Property, in megawatts (MW).

1.6 "Meteorological Tower" or "Met Tower" means a tower used to collect wind data.

1.7 "Project" means the wind energy generation project being developed by Developer.

1.8 "Turbine Site" means the specific location where a Wind Turbine is installed.

1.9 "Wind Easement" means the right to the free flow of wind across the Property.

1.10 "Wind Turbine" means a wind turbine generator and all associated equipment.

ARTICLE 2: PROPERTY DESCRIPTION

2.1 Legal Description

The Property is legally described as:

[________________________________]

[________________________________]

[________________________________]

2.2 Total Acreage

Total acreage of Property: [________] acres

2.3 Parcel Identification

Parcel Number(s): [________________________________]

ARTICLE 3: GRANT OF LEASE AND EASEMENTS

3.1 Lease of Turbine Sites

Landowner hereby leases to Developer the right to use portions of the Property for the installation and operation of Wind Turbines, including:

☐ Turbine pads and foundations

☐ Crane paths and assembly areas

☐ Laydown and staging areas

☐ Substations and switchyards

3.2 Easements Granted

Landowner grants to Developer the following easements:

☐ Access Easement: Rights of ingress and egress over and across the Property.

☐ Transmission Easement: Rights to install electrical transmission and collection lines.

☐ Wind Easement: Rights to the free and unobstructed flow of wind across the Property.

☐ Communications Easement: Rights to install communications equipment and lines.

☐ Construction Easement: Temporary rights for construction activities.

3.3 Setbacks and Restrictions

Developer agrees to maintain the following minimum setbacks:

ARTICLE 4: TERM

4.1 Development Period

The Development Period shall commence on the Effective Date and continue for [________] years.

4.2 Option to Extend Development Period

☐ Developer may extend the Development Period for [________] additional term(s) of [________] year(s) each upon payment of $[________] per year.

4.3 Operating Term

The Operating Term shall commence on the Commercial Operation Date and continue for [________] years.

4.4 Renewal Options

Developer shall have [________] option(s) to renew the Operating Term for additional periods of [________] years each.

4.5 Notice of Renewal

Developer shall provide written notice of renewal at least [________] months prior to expiration of the then-current term.

ARTICLE 5: RENT AND PAYMENTS

5.1 Development Period Payments

During the Development Period, Developer shall pay Landowner:

☐ Annual Development Payment: $[________] per year for the entire Property.

☐ Per Acre Payment: $[________] per acre per year.

☐ Met Tower Payment: $[________] per Met Tower per year.

5.2 Operating Period Payments

During the Operating Term, Developer shall pay Landowner the following (choose one or combination):

☐ Option A: Fixed Per-Turbine Payment

$[________] per Wind Turbine per year.

☐ Option B: Per-MW Payment

$[________] per MW of Installed Capacity per year.

☐ Option C: Percentage of Gross Revenues

[________]% of Gross Revenues from electricity sales.

[________]% of Gross Revenues from sale of Environmental Attributes.

☐ Option D: Combination

The greater of:
- Fixed payment of $[________] per year, OR
- [________]% of Gross Revenues

5.3 Escalation

Fixed payments shall escalate by:

☐ [________]% per year

☐ Consumer Price Index (CPI) adjustments

☐ No escalation

5.4 Minimum Payments

☐ Minimum annual payment of $[________] regardless of production.

5.5 Easement Payments

5.6 Crop/Vegetation Damage Payments

Developer shall pay Landowner for crop or vegetation damage at:

☐ Prevailing market price per acre

☐ $[________] per acre

☐ As determined by independent appraiser

5.7 Payment Schedule

Payments shall be made:

☐ Annually, within [________] days after each anniversary

☐ Quarterly, within [________] days after each quarter

☐ Monthly

5.8 Payment Records

Developer shall provide Landowner with annual statements showing:

☐ Electricity generated by each Turbine

☐ Revenues received

☐ Calculation of royalty payments

ARTICLE 6: CONSTRUCTION

6.1 Construction Notice

Developer shall provide Landowner with [________] days advance notice before commencing construction.

6.2 Construction Standards

Developer shall construct the Project in accordance with:

☐ Applicable building codes

☐ Industry standards and best practices

☐ Environmental regulations

☐ All required permits and approvals

6.3 Landowner Coordination

Developer shall coordinate construction activities to minimize interference with:

☐ Agricultural operations

☐ Livestock

☐ Existing structures

☐ Other Landowner activities

6.4 Restoration

Upon completion of construction, Developer shall:

☐ Restore disturbed areas not needed for operations

☐ Reseed disturbed areas with approved seed mix

☐ Remove construction debris

☐ Repair damaged roads and infrastructure

ARTICLE 7: OPERATIONS

7.1 Operating Standards

Developer shall operate the Project in accordance with:

☐ North American Electric Reliability Corporation (NERC) standards

☐ Manufacturer specifications

☐ All applicable laws and regulations

☐ Good industry practices

7.2 Maintenance Access

Developer shall have 24/7 access to the Property for maintenance and emergency response.

7.3 Noise Standards

☐ Developer shall comply with all applicable noise regulations.

☐ Maximum noise level at Landowner's residence: [________] dB(A).

7.4 Shadow Flicker

☐ Developer shall minimize shadow flicker impacts on occupied structures.

☐ Maximum shadow flicker at Landowner's residence: [________] hours per year.

7.5 FAA Compliance

Developer shall maintain required FAA lighting and comply with all aviation regulations.

ARTICLE 8: ENVIRONMENTAL MATTERS

8.1 Environmental Studies

Developer shall conduct all required environmental studies, including:

☐ Wildlife impact assessments

☐ Wetland delineation

☐ Cultural resource surveys

☐ Noise studies

☐ Visual impact assessments

8.2 Environmental Permits

Developer shall obtain and maintain all required environmental permits.

8.3 Hazardous Materials

Developer shall:

☐ Properly handle and dispose of hazardous materials

☐ Maintain spill prevention plans

☐ Immediately report any spills or releases

8.4 Wildlife Protection

Developer shall implement measures to minimize impacts on:

☐ Migratory birds

☐ Bats

☐ Endangered or threatened species

☐ Sensitive habitats

ARTICLE 9: RESERVED RIGHTS

9.1 Landowner's Reserved Rights

Landowner reserves the right to:

☐ Continue agricultural operations on the Property

☐ Graze livestock (subject to reasonable restrictions)

☐ Hunt on the Property (except in restricted areas)

☐ Develop portions of Property for other uses (with Developer consent)

9.2 Restrictions on Landowner

Landowner shall not:

☐ Construct buildings or structures that interfere with wind flow

☐ Plant trees or vegetation that exceeds [________] feet in height

☐ Grant competing wind energy leases

☐ Create obstructions to access roads

ARTICLE 10: INSURANCE

10.1 Developer's Insurance

Developer shall maintain:

10.2 Additional Insured

Landowner shall be named as additional insured on Developer's liability policies.

10.3 Proof of Insurance

Developer shall provide certificates of insurance upon request.

ARTICLE 11: INDEMNIFICATION

11.1 Developer's Indemnification

Developer shall indemnify and hold harmless Landowner from claims arising from:

☐ Developer's construction, operation, or maintenance activities

☐ Developer's negligence or willful misconduct

☐ Environmental contamination caused by Developer

☐ Personal injury or property damage caused by Developer

11.2 Landowner's Indemnification

Landowner shall indemnify Developer from claims arising from:

☐ Landowner's negligence or willful misconduct

☐ Pre-existing environmental conditions

☐ Landowner's breach of this Agreement

ARTICLE 12: DECOMMISSIONING

12.1 Decommissioning Obligation

Upon termination or expiration, Developer shall:

☐ Remove all Wind Turbines, foundations (to depth of [________] feet), and equipment

☐ Remove all transmission lines (unless assumed by utility)

☐ Remove all access roads (unless Landowner elects to retain)

☐ Restore the Property to its pre-development condition

12.2 Decommissioning Timeline

Decommissioning shall be completed within [________] months after termination.

12.3 Decommissioning Security

☐ Developer shall post decommissioning security in the amount of $[________] per MW.

☐ Security shall be in the form of:

☐ Letter of credit

☐ Surety bond

☐ Cash escrow

☐ Parent company guarantee

12.4 Security Adjustment

Decommissioning security shall be reviewed every [________] years and adjusted based on updated cost estimates.

12.5 Landowner's Right to Decommission

If Developer fails to complete decommissioning, Landowner may:

☐ Draw on decommissioning security

☐ Perform decommissioning at Developer's expense

☐ Retain ownership of equipment

ARTICLE 13: ASSIGNMENT

13.1 Assignment by Developer

☐ Developer may assign to affiliates without consent.

☐ Developer may assign to third parties with Landowner's consent (not to be unreasonably withheld).

☐ Developer may assign to lenders as collateral.

13.2 Assignment by Landowner

This Agreement shall run with the land and bind all successors and assigns.

13.3 Notice of Assignment

Assigning party shall provide [________] days written notice of assignment.

ARTICLE 14: DEFAULT AND REMEDIES

14.1 Developer Events of Default

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

☐ Failure to commence construction within [________] years

☐ Abandonment of operations for [________] consecutive months

☐ Failure to maintain required insurance

☐ Bankruptcy or insolvency

14.2 Landowner Events of Default

☐ Material interference with Developer's operations

☐ Breach of exclusivity provisions

☐ Failure to provide access

14.3 Cure Period

The defaulting party shall have [________] days to cure after written notice.

14.4 Termination

Upon uncured default, the non-defaulting party may terminate this Agreement.

ARTICLE 15: DISPUTE RESOLUTION

15.1 Negotiation

The parties shall attempt to resolve disputes through good faith negotiation.

15.2 Mediation

If negotiation fails, disputes shall be submitted to mediation.

15.3 Arbitration/Litigation

☐ Binding arbitration under [________________________________] rules.

☐ Litigation in the courts of [________________________________].

15.4 Governing Law

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

ARTICLE 16: REPRESENTATIONS AND WARRANTIES

16.1 Landowner Representations

Landowner represents and warrants:

☐ Landowner has good and marketable title to the Property

☐ Landowner has authority to enter into this Agreement

☐ The Property is free of liens and encumbrances that would materially affect this Agreement

☐ No pending litigation affecting the Property

16.2 Developer Representations

Developer represents and warrants:

☐ Developer is duly organized and in good standing

☐ Developer has authority to enter into this Agreement

☐ Developer has experience in wind energy development

ARTICLE 17: CONFIDENTIALITY

17.1 Confidential Information

The parties agree to maintain confidentiality of:

☐ Financial terms of this Agreement

☐ Wind resource data

☐ Project development information

17.2 Permitted Disclosures

Information may be disclosed:

☐ To lenders and investors

☐ As required by law

☐ To professional advisors

ARTICLE 18: MISCELLANEOUS

18.1 Notices

All notices shall be in writing and sent to addresses above.

18.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties.

18.3 Amendments

Amendments must be in writing signed by both parties.

18.4 Severability

Invalid provisions shall not affect remaining provisions.

18.5 Recording

☐ A memorandum of this Agreement shall be recorded.

18.6 Subordination and Non-Disturbance

Landowner shall obtain subordination agreements from existing lenders.

18.7 Counterparts

This Agreement may be executed in counterparts.

EXHIBITS

☐ Exhibit A: Property Legal Description and Survey

☐ Exhibit B: Site Plan

☐ Exhibit C: Form of Memorandum of Lease

☐ Exhibit D: Decommissioning Plan

☐ Exhibit E: Form of Subordination Agreement

SIGNATURES

LANDOWNER:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

CO-LANDOWNER (if applicable):

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

DEVELOPER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

ACKNOWLEDGMENT

State of [________________________________]

County of [________________________________]

On this [____] day of [________________], 20[____], before me personally appeared [________________________________], known to me 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.

Notary Public: [________________________________]

My Commission Expires: [__/__/____]

[NOTARY SEAL]

This Wind Energy Lease Agreement template is provided for informational purposes only. Wind energy leases involve complex property, tax, and regulatory considerations. Consult with qualified legal counsel before execution.