Draft Markup Of Power Purchase Agreement

---
name: draft-markup-ppa-buyer-perspective
task_id: energy-natural-resources/draft-markup-of-power-purchase-agreement
description: Guides drafting of a buyer-side PPA markup by using contract-ready language for commercial terms, narrowing force majeure and seller discretion, protecting buyer interests in environmental attributes, and producing both an annotated redline and a cover memo.
activates_for: [planner, solver, checker]
---

# Skill: Draft Markup of Power Purchase Agreement — Buyer-Side Redline with Commentary

## 1. Subject-matter triage (only if applicable)

- Read the buyer playbook, client instructions, congestion analysis, and comparable deal before touching the draft.
- Extract the buyer’s must-haves, negotiables, and unacceptable positions; distinguish commercial asks from legal risk positions.
- Identify whether the PPA is standalone or paired with storage, whether environmental attributes are intended to transfer fully, and whether delivery-zone congestion affects pricing or curtailment risk.
- If multiple delivery periods, price components, security periods, or generation assumptions appear, enumerate them before drafting so each is handled on its own terms.

## 2. Failure modes the skill is correcting

- Baseline describes preferred edits instead of inserting contract-ready redline language.
- Baseline gives a memo or issue list without producing the operative markup document first.
- Baseline omits buyer-protective narrowing of seller discretion, force majeure, assignment, environmental attributes, or lender controls.
- Baseline states commercial positions without tying them to the source documents, the governing clause structure, or the resulting risk allocation.
- Baseline leaves change descriptions vulnerable to export loss because it relies only on styling rather than explicit textual markup.
- Baseline fails to separate non-negotiable positions from fallback points in the commentary.

## 3. Legal frameworks / domain conventions that apply

- Use PPA market conventions for pricing, delivery, curtailment, deemed generation, milestone remedies, assignment, environmental attributes, and security.
- Draft all substantive changes as operative clause language, not narrative intent.
- Where the buyer seeks all environmental value, capture present and future environmental attributes to the fullest extent permitted by applicable law, including attributes created by later-enacted programs or requirements.
- Narrow force majeure to events outside the seller’s reasonable control and exclude ordinary business risks, including economic curtailment, avoidable supply issues, and expected weather variability.
- Limit lender control to collateral-protective consents and reasonable cure rights; do not give lenders blanket veto power over routine amendments.
- Use assignment carve-outs that preserve ordinary affiliate restructuring on the buyer side and financing flexibility on the seller side.
- If performance security is required, align the amount and timing to the buyer’s replacement-power exposure during development and operation.
- If deemed-generated energy is addressed, define the trigger, measurement, and payment consequence with precision; do not leave deeming concepts aspirational.
- Any legal proposition in the commentary should be anchored to the relevant contract section, market practice, or governing law principle invoked by the source materials.

## 4. Analytical scaffolds

- For each seller clause, classify it as acceptable, negotiable, or non-acceptable from the buyer’s perspective.
- Draft the change in insertion-ready language and preserve internal consistency across defined terms, remedies, notice mechanics, and exhibits.
- Tie every material edit to the buyer’s commercial objective, the related clause or schedule, and the practical consequence if the seller’s language remains unchanged.
- Where a calculation is required by the source materials, show the method in the memo and keep the arithmetic consistent across the clause, defined term, and remedy provision.
- If the draft touches multiple time periods or remedy triggers, analyze each period separately rather than using a single blended treatment.
- For congestion or delivery-zone issues, connect price, curtailment, or settlement language to the allocation of nodal or zonal risk reflected in the source materials.
- When a provision has fallback positions, present them in descending order of buyer preference so the markup can be implemented without interpretive gaps.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Keep milestone remedies aligned with the project schedule, commercial operation timing, and termination rights.
- Ensure shortfall, delay, and security provisions use the same reference dates and the same underlying capacity or output assumptions.
- Make sure environmental attribute language reaches both current instruments and successor or newly created attributes over the life of the agreement.
- Confirm assignment and consent mechanics do not conflict with financing provisions, cure rights, or amendment thresholds.
- If one clause depends on another, revise both so the redline is internally coherent across definitions, remedies, and exhibits.

## 6. Output structure conventions

- Produce the redline first as the primary deliverable, then the cover memo only after the markup file exists and is non-empty.
- The redline must be export-safe: every substantive change should be visible in plain text using explicit markers such as [DELETED: …], [INSERTED: …], and [REPLACED: old → new], with a short [Rationale: …] note for each change.
- Use industry-conventional contract formatting rather than a rubric-shaped checklist.
- The cover memo should summarize the buyer’s key positions, state which are must-have versus negotiable, and explain the commercial rationale for each material edit.
- For any issue discussed in the memo, include the affected clause or section, the related source document or comparison point, and the downstream effect on pricing, risk, operations, or financing.
- If the source materials provide figures or formula inputs, verify any arithmetic in the memo before finalizing the redline language.
- End the advisory memo with practical next steps directed to the relevant internal role and timing tied to the transaction milestone.
- Before finishing, confirm by name that the redline file and the cover memo file both exist, are non-empty, and contain operative contract language rather than a summary of requested changes.