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.
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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.
