Drafts Operations and Maintenance agreements for energy facilities covering scope, performance standards, compensation, risk allocation, and regulatory compliance. Use when drafting O&M contracts, maintenance agreements for power plants, solar farms, wind projects, or energy infrastructure.
Drafts Operations and Maintenance agreements for energy facilities covering scope, performance standards, compensation, risk allocation, and regulatory compliance. Use when drafting O&M contracts, maintenance agreements for power plants, solar farms, wind projects, or energy infrastructure.
Drafts a commercially balanced O&M agreement between a project owner and contractor for an energy facility. Integrates with PPAs, financing documents, and permit requirements.
Prerequisites
Gather before drafting:
Facility details — type (solar, wind, gas, storage), capacity, location, technology, COD status
Minimum production levels, capacity factor targets
Include: measurement methodology and data sources; adjustments for partial operations, seasonal variation, degradation, curtailment; excused events (force majeure, owner-caused delays, directed outages, grid constraints); third-party verification protocols.
Art. 4: Compensation
Select model based on commercial terms: fixed fee, variable (tied to availability/production), cost-plus, or hybrid.
Required provisions:
Base fee and rate schedule
Additional services rates and reimbursable expenses
Escalation provisions (CPI, labor index)
Invoicing schedule, payment terms
Annual budget process and variance reporting
Scope change adjustments
Incentive/penalty structure: Performance bonuses for exceeding thresholds; LDs for failures below minimum standards. LDs must be structured as genuine pre-estimates of loss. Include: calculation methodology, aggregate caps, cure periods, and relationship to other remedies (termination, step-in).
Art. 5: Term & Transition
Commencement date (tied to effective date, COD, or milestone)
Initial term, renewal mechanism (automatic vs. mutual vs. option), notice periods
Conditions precedent for renewal (performance history, third-party consents)
Transition checklist:
Knowledge transfer and training period
Records and documentation handover
Spare parts and inventory disposition
Software license transfers
Cooperation with successor contractor
Art. 6: Termination
For cause — persistent performance failures, safety violations, environmental noncompliance, payment defaults, breach of critical covenants; notice and cure periods by breach type
For convenience (owner) — notice period, termination fee, wind-down costs
Event-triggered — extended force majeure, insolvency, loss of licenses, regulatory impossibility, insurance failure
Post-termination:
Wind-down and transition assistance
Return of owner property and confidential information
Final accounting, payment reconciliation, release of security
Owner step-in rights — conditions for temporary assumption of operations; contractor property protections during step-in.
Additional insured endorsements, waiver of subrogation, certificate requirements.
Liability caps: Aggregate cap (typically tied to annual fee or contract value). Consequential damages exclusion with carve-outs for indemnification, confidentiality, willful misconduct, IP infringement.
Art. 8: Compliance & Governance
Report
Frequency
Operational
Daily
Performance
Monthly
Financial
Quarterly
Budget
Annually
Incident / Regulatory
As-needed
Governance: operational meetings, quarterly business reviews, annual planning, emergency protocols. Owner audit rights over records, facilities, and operations. Change management procedures for scope/regulatory/facility modifications.
Art. 9: Dispute Resolution & General Provisions
Tiered resolution: (1) negotiation 30 days → (2) executive escalation 30 days → (3) optional mediation 60 days → (4) arbitration or litigation.
