Draft Power Purchase Agreement

---
name: draft-ppa-seller-solar-plus-storage
task_id: energy-natural-resources/draft-power-purchase-agreement
description: Guides drafting of a seller-side power purchase agreement for a solar-plus-storage project by surfacing and resolving cross-document commercial conflicts, coordinating force majeure and deadline provisions as a system, and flagging open issues with drafting notes for client resolution.
activates_for: [planner, solver, checker]
---

# Skill: Draft Power Purchase Agreement — Seller-Side for Solar-Plus-Storage Project

## 1. Subject-matter triage

- Treat the PPA as the primary deliverable and draft it first; do not let any note, summary, or issues list substitute for the agreement text.
- Extract and reconcile terms from the precedent, term sheet, negotiation record, and any attached project materials before drafting operative provisions.
- Separate the work into: agreed commercial terms, disputed terms, and open items requiring confirmation.
- Draft the seller-favorable position for each disputed point, while preserving a clear drafting note that identifies the issue and the alternative position.
- If the source set contains only one project, one seller, one buyer, or one facility configuration, state that affirmatively and draft on that basis rather than implying optionality.

## 2. Failure modes the skill is correcting

- The draft silently adopts one side’s position on a disputed term without disclosing the dispute or the competing position, hiding a client decision point.
- Force majeure relief is drafted to extend one deadline but not the related outside termination deadline, creating an internal timing mismatch.
- Storage dispatch language is left generic, so the agreement fails to define who controls charging and discharging, what operating limits apply, or whether any capacity is reserved for non-PPA uses.
- Performance security step-down language ignores lender-required conditions or reduces security before the contractual conditions for step-down are actually met.
- Tax incentive language assumes eligibility or compliance that is not yet confirmed, exposing the seller to disallowance risk.
- Prevailing wage and apprenticeship obligations are treated as construction-only concepts even though the project may need post-construction compliance for qualifying work.
- Termination payment caps are drafted asymmetrically without an explicit commercial rationale.
- Drafting notes are omitted on open issues, leaving the client without a decision record.

## 3. Legal frameworks / domain conventions that apply

- Use the source documents as the governing commercial record; where they conflict, prioritize the seller’s position in operative text and flag the conflict in a note.
- Draft all force majeure language and date-extension mechanics as a coordinated system; if a qualifying event extends the guaranteed commercial operation date, it should also extend any outside termination deadline by the same trigger and same day-for-day mechanic.
- For environmental attributes, define the transfer scope precisely and flag any mismatch between the precedent and the term sheet.
- For negative pricing and curtailment, anchor the seller’s curtailment right to the threshold reflected in the seller-favorable draft and identify any competing threshold from the source materials.
- For tax credits and incentives, include the seller’s compliance and adjustment language, but note any open eligibility assumptions, including site qualification or labor-rule dependencies.
- For battery storage, define dispatch rights, charge/discharge limitations, degradation protections, and any reserved capacity with enough precision to be operationally enforceable.
- For security packages, coordinate any letter of credit reduction with the project’s operating status and any lender-condition overlay reflected in the source set.
- For post-construction labor compliance, address qualifying repair, maintenance, alteration, and similar work during operations, not just initial construction.
- Cite the controlling legal or regulatory authority only when the drafting issue depends on a legal proposition in the source set or a generally recognized governing rule; otherwise keep the drafting note commercial and concrete rather than doctrinal.

## 4. Analytical scaffolds

- Build a term map before drafting: identify each commercial point, its source, whether it is agreed or disputed, and whether it needs a drafting note.
- For each disputed term, do three things in sequence: draft the seller-favorable clause, note the competing position, and recommend client resolution.
- For each open item, do three things in sequence: identify the missing fact, explain why it matters to the operative language, and request confirmation or supporting information.
- When drafting deadline mechanics, verify the same trigger, same extension formula, and same cross-reference appear in both the commercial operation deadline and the outside termination deadline.
- When drafting storage provisions, test the clause against three questions: who controls dispatch, what limits protect the asset, and whether any reserved capacity is carved out and protected.
- When drafting security provisions, test the clause against two conditions: project operating status and any lender-imposed gating condition.
- When drafting incentive language, test the clause against both qualification at inception and continuing compliance during operations.

## 5. Vertical / structural / temporal relationships

- Coordinate provisions that sit in different parts of the PPA but operate on the same event, especially force majeure, commercial operation, termination, security, and cure provisions.
- Make the timing hierarchy explicit: initial milestones, guaranteed commercial operation date, outside termination date, step-down date for security, and any post-COD compliance obligations.
- Ensure that any extension, tolling, or suspension mechanism reaches every deadline that depends on the same underlying event.
- If the project has separate solar and storage operational regimes, reflect the temporal relationship between charging, discharging, delivery periods, and any non-PPA reservation.
- Keep seller rights to reserve, curtail, or prioritize storage capacity temporally and operationally distinct from buyer delivery rights.

## 6. Output structure conventions

- Produce a complete PPA draft in conventional agreement form with drafting notes embedded at the relevant provisions.
- Use primary, non-bracketed text for the seller’s preferred operative language.
- Add a drafting note at every disputed term and every open item; the note should identify the issue, state the competing position or missing fact, and request client resolution.
- Keep drafting notes concise and functional; they should explain what must be decided, not recite the entire negotiation history.
- Do not omit clauses merely because they were not highlighted in the term sheet if they are standard for a 20-year utility-scale solar-plus-storage PPA.
- Confirm at the end that the named deliverable file has been produced and contains operative agreement text, not a summary or memo.
- If the source materials include legal authorities, cite them in the relevant drafting note or provision; do not make uncited legal assertions where authority is required.