Bienes

POWER PURCHASE AGREEMENT 
 
-- Between -- 
 
[LEGAL NAME OF UTILITY/BUYER] 
 
- and - 
 
[LEGAL NAME OF PROJECT DEVELOPER/SELLER]
 
1.    INTERPRETATION AND DEFINED TERMS
2.    SALE AND PURCHASE OF ENERGY
3.    TERM
4.    CURRENCY, PAYMENTS AND BILLING
5.    PRE-OPERATION OBLIGATIONS
6.    INTERCONNECTION
7.    METERING
8.    OPERATIONS AND MAINTENANCE
9.    MUTUAL WARRANTIESAND COVENANTS OF THE PARTIES
10.  DEFAULTS AND TERMINATION
11.  FORCE MAJEURE
12.  INDEMNIFICATION AND LIABILITY
13.  INSURANCE
14.  RESOLUTION OF DISPUTES
15.  NOTICES
16.  MISCELLANEOUS PROVISIONS  
 
 
AGREEMENT 
BETWEEN:  
[Legal name, form and country of Developer/Seller entity]) having its registered office at [complete Address of Developer entity]  ("Developer”) and  
[Legalname, form and country of utility/Buyer entity]) having its registered office at [complete Address of Utility entity] ("Utility”).  Developer and Utility may be referred to individually as a "Party" and collectively as "Parties" made this date,   [date of agreement execution]  . 
WHEREAS:
      (A) Developer agrees to complete construction and Commissioning of its   [name, description, location, andcapacity or energy output of project] ("Project")
      (B) Developer agrees to make available and to sell the Net Energy Output1 from Project to Utility; and 
      (C) Utility wishes to purchase the electrical energy generated by the Project pursuant to the terms and conditions in this Agreement; 
NOW, THEREFORE, in consideration of the mutual benefits to be derived, the representations,warranties, conditions and promises contained in this Agreement, and intending to be legally bound by this Agreement, the Parties agree as follows. 
1.  INTERPRETATION AND DEFINED TERMS
      1.1  In interpreting this Agreement, capitalized terms and expressions shall have the meanings given them in Schedule A (Defined Terms) or the text in which they appear. Terms not defined in Schedule A(Defined Terms) shall have the meanings ascribed to them in the Oxford English dictionary or, for terms of art or where the context indicates, the meanings given the terms by common usage in the industry. 
      1.2  Further, in interpreting this Agreement:
            1.2.1  Except where expressly stated otherwise, the headings of the Paragraphs are primarily for convenience and in the event of aconflict between a heading and the more specific provision of a Paragraph, the language of the Paragraph shall control in construing the provisions of this Agreement;
            1.2.2  The singular includes the plural and vice versa;
            1.2.3  References to Sections, Paragraphs, Schedules and similar designations are, unless the context otherwise requires, references to designations inthis Agreement;  and
            1.2.4  References to any agreement, enactment, ordinance or regulation includes any amendment thereof or any replacement in whole or in part. 
2.  SALE AND PURCHASE OF ENERGY
      2.1    Sale to Utility.  Subject to, and in accordance with, the terms of this Agreement, the Developer shall make available and sell to Utility, and Utility shall purchase fromDeveloper (on a “take or pay” basis), the Net Energy Output of the Project, up to a maximum of [maximum output capacity or lesser contracted amount]2 plus or minus   [variance allowance, based on manufacturer specifications]  percent, beginning on the Commercial Operations Date.
      2.2  As Available Energy Take.  Upon and after the Commercial Operations Date, Utility shall accept energy as availableup to a maximum total energy equivalent of [Project or contracted maximum] kW per hour plus or minus five percent, provided that Utility may accept energy above this level at its sole discretion.
      2.3    Sale to Developer.  Subject to, and in accordance with, the terms of this Agreement, Utility shall make available and sell to the Developer, and the Developer may purchase from Utility,...