| name | om-agreement |
| description | 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. |
O&M Agreement
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
- Related documents — PPA, financing/loan agreements, EPC contract, interconnection agreement, permits
- Party information — full legal names, jurisdiction, regulatory IDs/licenses for owner and contractor
- Commercial terms — compensation model (fixed, variable, cost-plus, hybrid), term length, renewal expectations
- Lender requirements — direct agreement obligations, consent rights, reporting covenants
- Regulatory context — environmental permits, grid codes, safety regulations, renewable attribute requirements
Quick Start
- Collect all prerequisites and related project documents
- Draft articles 1–9 per the structure below
- Attach schedules A–H with facility-specific detail
- Cross-check against PPA, financing docs, and permits for consistency
- Verify LD provisions, insurance, and force majeure alignment across all project agreements
Agreement Structure
Art. 1: Definitions & Recitals
- Standalone defined-terms section for all capitalized terms
- Recitals reference: facility specs, related agreements (PPA, financing, EPC), regulatory approvals
- Party identification: full legal names, entity type, jurisdiction, addresses, license numbers
Art. 2: Scope of Services
| Category | Key Items |
|---|
| Preventive maintenance | Scheduled inspections, testing, calibration, predictive programs |
| Corrective maintenance | Emergency response, troubleshooting, unscheduled repairs |
| Major maintenance | Planned outages, overhauls, component replacements |
| Inventory management | Spare parts, OEM coordination, warranty compliance |
| Environmental compliance | Emissions monitoring, reporting, waste management |
| Health & safety | Safety programs, incident reporting, OSHA compliance |
| Staffing | Minimum on-site presence, qualifications, training |
| Performance optimization | Data collection, monitoring systems, continuous improvement |
| Records & reporting | Documentation standards, operational records, maintenance logs |
Delineate owner vs. contractor responsibility for capital improvements, major equipment replacement, facility modifications, and technology upgrades.
Art. 3: Performance Standards
| Metric | Specification |
|---|
| Availability | Minimum % over measurement period; calculation methodology |
| Equivalent availability factor | If applicable to facility type |
| Forced outage rate | Maximum threshold |
| Planned outage limits | Annual allowance in hours/days |
| Efficiency | Heat rate, thermal efficiency, fuel consumption (as applicable) |
| Environmental | Emissions limits, permit compliance, REC preservation |
| Output | 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:
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:
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:
Owner step-in rights — conditions for temporary assumption of operations; contractor property protections during step-in.
Art. 7: Risk Allocation
Reps & warranties: Contractor — qualifications, financial capacity, license status. Owner — facility ownership, authority, known conditions.
Indemnification: Mutual for negligence, willful misconduct, breach. Specify limitations, exclusions, claim procedures, defense obligations.
Insurance:
| Coverage | Notes |
|---|
| Commercial general liability | Specify minimum limits |
| Professional liability (E&O) | |
| Workers' compensation | Statutory limits |
| Pollution/environmental | If applicable |
| Builder's risk / property | During major maintenance |
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.
Schedules
- A — Facility technical specifications
- B — Detailed scope of services
- C — Performance standards and calculations
- D — Compensation and fee schedule
- E — Key personnel and staffing
- F — Insurance requirements
- G — Report forms
- H — Approved subcontractors
Critical Checks
- Align performance metrics with PPA delivery obligations and lender availability covenants
- Ensure force majeure definitions are consistent across O&M, PPA, and financing documents
- Structure LDs as genuine pre-estimates of loss — not penalties — for enforceability
- Verify contractor insurance satisfies lender direct agreement obligations
- Include lender consent rights for assignment, termination, material amendments where required
- Address NERC reliability standards if facility is subject to bulk power system regulation [VERIFY]
- For renewables: preserve ITC/PTC eligibility and renewable attribute certification in O&M scope
- Balance step-in rights — broad enough for owner protection, narrow enough to avoid re-characterization of contractor as employee/agent
- Confirm governing law is consistent with facility siting jurisdiction and related agreement forum-selection clauses
