The Solar Power Purchase Agreement (PPA) is a crucial document for implementing solar energy projects in the United Arab Emirates, reflecting the country's commitment to renewable energy development under its Energy Strategy 2050. This agreement is typically used when a solar power producer intends to sell electricity generated from a solar installation to a commercial, industrial, or utility purchaser. The document incorporates specific requirements of UAE federal law and emirate-level regulations, including those from authorities such as DEWA and ADWEA. It covers essential elements such as energy pricing mechanisms, delivery commitments, technical specifications, and performance standards, while ensuring compliance with local grid codes and environmental regulations. The agreement also considers UAE-specific commercial practices, including potential Sharia compliance requirements and local content provisions.
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1. Parties: Identification of the power producer (seller) and the power purchaser (buyer), including their legal status and registration details
2. Background: Context of the agreement, including project overview and parties' intentions
3. Definitions: Detailed definitions of technical, commercial, and legal terms used throughout the agreement
4. Sale and Purchase Obligations: Core obligations regarding the sale and purchase of solar power, including minimum purchase commitments
5. Term and Termination: Duration of the agreement, conditions for renewal, and termination rights
6. Pricing and Payment: Tariff structure, payment terms, billing procedures, and dispute resolution for payments
7. Metering and Billing: Requirements for measuring delivered electricity, meter testing, and billing procedures
8. Construction and Installation: Requirements and timeline for the construction and installation of the solar facility
9. Operations and Maintenance: Obligations regarding system operation, maintenance requirements, and performance guarantees
10. Performance Standards: Required technical standards, performance metrics, and guaranteed output levels
11. Grid Connection: Requirements and responsibilities for grid connection and compliance with utility requirements
12. Force Majeure: Definition of force majeure events and their consequences
13. Representations and Warranties: Standard warranties and representations from both parties
14. Insurance: Required insurance coverage and minimum insurance levels
15. Assignment and Change of Control: Conditions for assignment of rights and obligations, change in control provisions
16. Governing Law and Dispute Resolution: Choice of UAE law and dispute resolution mechanisms
17. Notices: Process and requirements for formal communications between parties
1. Environmental Attributes: Allocation of renewable energy certificates and environmental credits - include when trading of environmental attributes is relevant
2. Storage Systems: Provisions for battery or other storage systems - include when the project includes energy storage components
3. Land Rights: Terms regarding land use and access rights - include when the system is ground-mounted or requires specific land arrangements
4. Interconnection: Detailed interconnection requirements - include when complex grid connection arrangements are needed
5. Local Content Requirements: Provisions regarding local content and emiratisation requirements - include when project falls under specific local content regulations
6. Islamic Finance Provisions: Specific provisions to ensure Sharia compliance - include when Islamic financing is involved
7. Export Limitations: Provisions regarding export limitations to the grid - include when grid export restrictions apply
8. Capacity Extension Rights: Terms for future capacity additions - include when phased development is contemplated
1. Technical Specifications: Detailed technical specifications of the solar PV system
2. Site Description: Detailed description and drawings of the project site
3. Testing and Commissioning Procedures: Procedures for testing and commissioning the system
4. Performance Guarantees: Detailed performance guarantee calculations and methodologies
5. Tariff and Payment Calculations: Detailed pricing formulas and payment calculations
6. Form of Performance Security: Template for performance security or bank guarantees
7. Operating Procedures: Detailed operating procedures and protocols
8. Metering Specifications: Technical requirements for metering equipment and procedures
9. Grid Connection Requirements: Detailed technical requirements for grid connection
10. Form of Direct Agreement: Template for direct agreement with lenders if required
11. Insurance Requirements: Detailed insurance requirements and minimum coverage levels
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