14 Apr Operations and Maintenance Agreement Summary Term Sheet
Hello,
Need to Prepare term sheet summaries for two project contracts in a manner similar to prior assignments. See the template provided. Need to identify the most important commercial, operational, and legal aspects necessary for a decision-maker to understand the contract. Thank You
Need to Prepare term sheet summaries of both agreements in a manner similar to prior project contracts. See template provided below. Need to identify the most important commercial, operational and legal aspects necessary for a decision maker to understand the contract.
Operations and Maintenance Agreement Summary Term Sheet
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Owner O&M Contractor Number of Wind turbines Initial Term Extended Term Commencement date |
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Engagement Relationship 3rd Party Engagement |
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O&M Contractor duties (1) General Operating Standards (2) Operations and Maintenance Services (3) Administration and Reporting Requirements (4) Spare Parts and Consumables (5) Emergencies (6) Services |
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O&M Contractor’s General Covenants |
Environmental Matters |
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Owner’s responsibilities Representative Safety backup reimbursement License of Owner's Property |
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Compensation Fees and Costs Reimbursements (1) Fixed Fees and Phase II variable fees (2) Adjustment (3) Budget (4) Payment Procedure (5) Records and Audits of expenses (6) Past Due Amounts (Late payment) (7) Taxes; Other Payments |
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Key term used |
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Any insurances or liability requirements |
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Dispute resolution process or breach-of-contract process |
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Contract termination (1 ) By Either Party (8) By Owner (3) By O&M Contractor |
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Remedies Owner's Remedies O&M Contractors Remedies |
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Warranty |
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Amendments |
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Governing Law |
Service and Maintenance Agreement Summary Term Sheet
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Borrower Name 1. corporate form 1. regulatory status |
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Lender |
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Secured Parties |
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Independent Engineer |
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Recourse to parties other than Borrower |
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CONSTRUCTION LOAN |
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Term/Maturity |
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Interest Rate & compounding mechanics |
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Commitment Fee |
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Default Interest Rate |
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Principal Amortization |
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Conditions Precedent 1. Items to be delivered or in place 1. Any financial covenants required for drawing the loan |
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TERM LOAN |
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Term |
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Interest Rate(s) & compounding mechanics |
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Default Interest Rate |
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Principal Amount 1. How is it determined? 1. What are the constraints on the amount? |
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Principal Amortization 1. Where can one find the schedule? |
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Prepayment Penalty |
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Conditions Precedent to Term Loan Conversion |
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Cash Waterfall 1. Which agreement outlines the waterfall? 1. Name at least 4 accounts in the waterfall. 1. From which account can dividends to equity investors can be paid? |
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COMMON TERMS |
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Representations of the Borrower |
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Key Affirmative Covenants 1. Informational covenants 1. Other affirmative covenants |
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Key Negative Covenants |
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Transfers of Ownership of Borrower/Sponsor/Pledgor 1. During what window of time are transfers tightly restricted? 1. To whom can ownership be transferred? 1. What kind of entities are not permitted transferees |
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Waiver of Compliance with Covenants |
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Financial Ratios Provide calculation methodologies for: (1) Cash Available for Debt Service (2) DSCR |
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Events of Default 1. Try to specify cure periods, if any 1. You may have to look up some of the covenants listed by section number |
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Remedies 1. What is discretionary? 1. What is automatic? |
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Amendments (What is procedure? Are there special exceptions?) |
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Governing Law |
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Purpose |
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Owner Supplier Number of Wind turbines Initial Term Extended Term Commencement date |
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The products or service that you will be receiving or providing |
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Engagement Relationship 3rd Party Engagement |
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Suppliers Obligations (7) General Operating Standards (8) Operations and Maintenance Services (9) Administration and Reporting Requirements (10) Spare Parts and Consumables (11) Emergencies (12) Services |
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O&M Contractor’s General Covenants |
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Owner’s responsibilities Representative Safety backup reimbursement License of Owner's Property. |
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Compensation Fees and Costs Reimbursements (9) Fixed Fees and Phase II variable fees Adjustment Budget Payment Procedure Records and Audits Past Due Amounts (Late payment) Taxes; Other Payments |
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Any key terms used |
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Any insurances or liability requirements |
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Dispute resolution process or breach-of-contract process |
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Contract termination (1 ) By Either Party (10) By Owner (3) By O&M Contractor |
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Any special conditions |
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Remedies Owner's Remedies O&M Contractors Remedies |
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Warranty. |
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Amendments |
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Governing Law |
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Execution Version
Phase I Service Agreement US_ACTIVE-104934134.8
SERVICE AND MAINTEN
