Standardised Power Purchase Agreement

for Renewable Energy Generators greater than

10 MW
 Standardised PPA for large renewable energy generators (greater than 10 MW)

AGREEMENT FOR POWER PURCHASE

DATED
Between

(as the Seller)

- AND -

THE KENYA POWER AND LIGHTING COMPANY LIMITED

(as "the Buyer ")

POWER PURCHASE AGREEMENT

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

THIS AGREEEMENT is made this ..day of 20

BETWEEN
.a company incorporated in the Republic of Kenya [a limited partnership incorporated
under the Limited Partnerships Act, Chapter 30 of the Laws of Kenya] with its registered office at
, and of Post office Box Number..(hereinafter referred to as the Seller),
which expression shall, where the context so admits, include its successors in title and assigns) of
the one part ;

AND

THE KENYA POWER AND LIGHTING COMPANY LIMITED, a company incorporated in the
Republic of Kenya with its registered office at Stima Plaza along Kolobot Road in Nairobi and of Post
Office Box Number 30099 00100, Nairobi,(hereinafter referred to as the Buyer which expression
shall, where the context so admits include its successors and assigns of the third part.

WHEREAS:
1. The Buyer is licensed to purchase, transmit, distribute and supply electricity in the Republic of
Kenya;
2. The Seller intends to construct a ..MW ..power generation plant at
of which .is for captive use and the rest for sale to the Buyer and
3. The Seller and the Buyer have agreed to enter into an power purchase agreement (being this
Agreement) for the sale of ..MW to the Buyer pursuant to the Feed In Tariffs Policy.

NOW IT IS AGREED AS FOLLOWS

1. DEFINITIONS AND INTERPRETATION

1 Defined Terms

In this Agreement, unless the context requires otherwise, the following words shall have the
following meanings
Appendix A: Description of the Plant

Appendix B (1): The standardised tariffs and escalators for purchase and sale of Net Electrical
Output applicable to this Agreement.

Appendix B (2): The computation of Deemed Generated Energy Payments.

Appendix C: Designation of the Interconnection Facilities and Requirements

Appendix D: Contents of Sellers Invoice

Appendix E: Designated address and contact persons for each Party.

Appendix F: Transfer Amount specified in Clause 11.3

Appendix G: Particulars of the Lenders

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

Annual dependable output:

"Change in Law" means any of the following events occurring after the Signature Date, and which
despite the exercise of Prudent Operating Practice by the Seller or THE BUYER (i) results in a
material increase in the operating costs or capital expenditure incurred by the Seller in performing
its obligations under this Agreement or (ii) imposes requirements for the design, construction,
operation or maintenance of the Plant or the Buyers System that are materially more onerous than
the requirements in effect as of the Signature Date, and that affect the Seller's performance under
this Agreement, , or that affect the Buyer's performance under this Agreement:
a. a change in, or in the interpretation (by a governmental authority), application or
enforcement of, or the enactment or adoption of or promulgation, bringing into effect of,
repeal, amendment of, any legal requirement; or

b. any change in any authorization required in connection with this Agreement or any
additional requirements or conditions imposed by any governmental authority in connection
with the issuance, extension, replacement, variation or renewal of any authorization required
in connection with this Agreement provided that in respect of the issuance, extension,
replacement, variation or renewal of any authorization required in connection with this
Agreement, the Party requiring the relevant authorization has first diligently attempted to
obtain such authorization and if the processes required by such duty of diligence have not
been exhausted, such processes have been and are still being diligently pursued by that
Party;

Commissioning: Conduct of tests necessary to put a unit or the Plant (as the case may be) into
operation and the term Commission shall be construed accordingly;

"Deemed Generated Energy": The electrical energy expressed in kWh that as a result of the Buyers
System Interruption is not generated and/or delivered to the Buyer at the Delivery Point;

"Deemed Generated Energy Payments" has the meaning given in Clause 6.16;

Default Rate: Two percentage points above LIBOR;

Delivery Point: The point of common coupling as shown in Appendix C at which the Net Electrical
Output from the Plant is delivered to the Buyer;

Emergency: A condition or situation that in the reasonable opinion of either Party does materially or
adversely, or is likely materially or adversely to
a. Affect the ability of either Party to maintain a safe, adequate or continuous supply of
electrical energy to its customers; or
b. Does or is likely to present a physical threat to persons or property or security integrity
or reliability of the Buyers System or the Plant;

Effective Date: Has the meaning subscribed to it in Clause 3.1;

"Environmental Attributes": Any and all Carbon Credits and any and all fuel, emissions, air quality or
other environmental characteristics, credits, benefits, reductions, offsets and allowances arising out
of any international, national or other laws or regulations (and whether now existing or enacted in the
future), including any such laws or regulations relating to oxides of nitrogen, sulphur or carbon,
particulate matter, soot or mercury, resulting from the generation of energy or the avoidance of the
emission of any gas, chemical or other substance to the air, soil or water attributable to such
generation;

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

Feed In Tariffs Policy: The Feed In Tariffs Policy on Wind, Biomass, hydro, Geothermal,
Biogas and Solar Resource Generated Electricity first issued by the Ministry of Energy on March
2008 and subsequently revised;

First Commissioning Date: Has the meaning subscribed to it in Clause 5.6;

Force Majeure:Has the meaning ascribed to it in Clause 10;

Full Commercial Operation Date:The date notified by the Seller in accordance with Clause 5.7;

Generating Licence: Has the meaning ascribed to it in the Energy Act, (or any similar licence or
other authorisation pursuant to legislation replacing the Energy Act;

Interconnection Facilities: The point where the Sellers Net Electrical Output line or electric system
feeds into the Buyers electric system and facilities required to connect the plant to the buyers
system;

Interconnection Point: the point at which the interconnection equipment and protection equipment
is located as shown in Appendix C.

the Buyers System: The transmission system operated by the Buyer and the distribution systems,
and ancillary plant and equipment connected to such transmission system;

kW: Kilowatt;

kWh: Kilowatt hour being three million six hundred thousand (3,600,000) Joules as defined in ISO
100.1992(E);

Lenders: The financial institutions specified in Appendix E, which term includes their successors
and assigns;

LIBOR: Means in respect of any day

a. The rate per annum equal to the arithmetic mean (rounded upwards, if necessary, to
the nearest whole multiple of one sixteenth of one percent (1/16%) of the offered
rates per annum for deposits of a principal sum equivalent to the sum in question in
US Dollars for a period commencing on such day and ending seven (7) days later
which appear on the Dow Jones Markets Screen at or about eleven oclock in the
morning (11.00a.m) London time two (2) business days prior to such day, provided
always that at least two offered rates appear on the Dow Jones Markets Screen
Page; or
b. If at least two (2) offered rates do not appear on the Dow Jones Markets Screen
Page as contemplated by the proviso to paragraph (a) of this definition, the rate per
annum,( rounded upwards if necessary, to the nearest whole multiple of one
sixteenth of one percent (1/16%) per annum of the interest rate per annum offered at
approximately eleven oclock in the morning (11.00a.m) London time by at least
three (3) reference banks (selected by the Party entitled to receive the payment
due)two (2) business days prior to such day and for delivery on such day, to major
banks in the London Interbank Market for deposits in US Dollars in the amount of the
sum in question;

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

Long Stop Full Commercial Operation Date: the date falling within twenty four (24) months after the
Effective Date or any extension thereof falling within thirty six months (36) after the Effective Date
agreed between the Parties;

Material.
Mwh: Megawatt hour being one thousand (1000)kWh;

Must Take Facility: A facility where the Buyer must take and purchase the Net Electrical Output, not
exceeding the annual dependable output, equivalent to 75% of net electrical output, to be generated
at the Plant and delivered and sold to the Buyer, subject only to such necessary directions or
protocols as may be issued by the Buyer for protection of its electric system.

Net Electrical Output: Energy from the Plant measured in kilowatt hours (kWh) which is generated
at the Plant and delivered to the Buyer at the Delivery Point;

Non Default Rate: LIBOR;

Parties: the Buyer and the Seller;

Plant: All the Sellers electrical prime movers and generators, together with all protective and other
associated or auxiliary equipment of the Seller, and rights to own or use land associated with the
electrical prime movers and generators, necessary to produce the Net Electrical Output pursuant to
this Agreement;

Prudent Operating Practice: In relation to either Party, standards of practice obtained by exercising
that degree of skill, diligence, prudence and foresight which could reasonably be expected from a
skilled and experienced person engaged in the same type of undertaking;

Scheduled Outage: An outage at the Plant which is scheduled in advance for the purpose of
performing maintenance of the Plant;

"Signature Date": The date of this Agreement;

Large FIT Power Project: A project of any capacity that generates electric energy from renewable
energy sources and sells pursuant to this Agreement over ten (10) MW of such output;

Target Effective Date: .. (Insert actual date);

Term: The period from the Effective Date until the expiry of this Agreement in accordance with
Clause 2 or earlier termination;

Tariff: The charge rate per kilowatt hour (kWh) defined in the FiTs tariff policy and specified in
Appendix B: (1);

The Energy Regulatory Commission: The Energy Regulatory Commission established under
section 4 of the Energy Act; and

The Energy Act:The Energy Act, No.12 of 2006, of the Laws of Kenya.

2 Interpretation

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

In this Agreement, unless the context otherwise requires

1 Reference to a business day is reference to any day which is not a Saturday,

Sunday or recognised public holiday in the Republic of Kenya;
2 Reference to a day, week or month is reference to a calendar day, week or
month;
3 Reference to Clauses, Appendices or paragraphs or figures are reference to
clauses, paragraphs and figures of and to this Agreement;
4 Words in the singular shall be interpreted as referring to the plural and vice
versa, and words denoting persons shall be interpreted as referring to natural
and legal persons;
5 The term including shall be construed without any limitation;
6 A requirement that payment be made on a day which is not a business day shall
be construed as a requirement that the payment be made on the next business
day;
7 Headings are for convenience only and shall not affect the construction of this
Agreement; and
8 Unless otherwise provided herein, where a consent or approval is required by
one Party from the other Party, such consent or approval shall not be
unreasonably withheld or delayed.

2. EFFECTIVENESS AND TERM

1. Effectiveness
The Parties obligations shall commence from full commercial effective date and shall unless
earlier terminated in accordance with its term continue in full force and effect for a period of
twenty (20) years.

2. Extension of Term
The term may be extended subject to agreement in writing by the Parties to such extension at least
twelve (12) months prior to its expiry and on such terms as the Parties may agree, and prior consent
from the Energy Regulatory Commission.

3. Scope
In accordance with and subject to the terms and conditions this Agreement:

1. The Seller will finance, design, procure, construct, install, test, commission, operate and
maintain the Plant in accordance with Prudent Operating Practice, supply and install the Main
Metering Equipment and the Back-Up Metering Equipment, supply and install Buyers
Connection Facilities, transfer to the Buyer the Buyer Connection Facilities and the Back Up
Metering Equipment and sell the Net Electrical Output to the Buyer; and
2. The Buyer will take delivery of Net Electrical Output and pay Energy Charges for such Net
Electrical Output.
3.

3. CONDITIONS PRECEDENT

1. Conditions

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

Except for the Parties respective obligations in Clauses 3.2, 3.3 and 3.4 or as otherwise
provided herein, the Parties obligations hereunder shall commence on the date (the Effective
Date) on which the last of the following conditions shall have been satisfied

1 This Agreement is approved by the Energy Regulatory Commission.

2 The Generating Licence in respect of the Plant is issued to the Seller; and
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1 The Sellers Conditions

The Seller shall use all reasonable endeavours to facilitate the satisfaction of the conditions in
Clause 3.1 prior to the Target Effective Date or such other date as the Parties may agree in
writing.
2 The Buyers Conditions
The Buyer shall use all reasonable endeavours to facilitate satisfaction of the conditions in
Clause 3.1 on or prior to the Target Effective Date or such other date as the Parties may agree
in writing.

3 Progress Review
The Parties shall jointly review progress made towards achieving satisfaction of the Conditions
Precedent on a monthly basis and shall notify each other promptly of any anticipated delay in
the Effective Date occurring beyond the Target Effective Date.

4 Non- Satisfaction of Condition Precedent

If any of the Conditions Precedent shall not have been satisfied within six (6) months from the
Target Effective Date or such later date as the Parties may agree in writing, then this
Agreement shall terminate at such date, in which event this agreement shall be deemed null
and void ab initio and neither Party shall have any liability whatsoever to the other Party under
this Agreement.

3 INTERCONNECTION WITH THE BUYER

1 Interconnection Facilities
The Seller shall make all arrangements at its own expense necessary to transmit and deliver
the Net Electrical Output to the Buyer at the Delivery Point: the Buyer shall cooperate with the
Seller in these arrangements.
2 The Sellers Responsibility
The Seller shall at the Sellers own cost design, purchase, construct, operate and maintain the
Interconnection Facilities prior to commissioning; the Seller shall pay for the upgrading of
equipment in the buyer system necessary to enable the delivery of the net electrical output
into the buyers system. The design of the Interconnection Facilities shall be compliant with the
Buyers equipment, transmission and distribution requirements and standards, including
interconnection guidelines.
1 Upon completion and commissioning of Interconnection Facilities, the Seller shall
transfer to the Buyer, and the Buyer shall accept, own and maintain the interconnection
facilities, as beneficial owner all rights title and interest therein free of any
encumbrances together with all the applicable warranties and guarantees in respect
thereof and the Seller shall not be liable to the Buyer in respect of the Interconnection
Facilities from the date of such transfer, provided that
2 The cost of undertaking the design, purchase, construction, installation, testing and
commissioning of Interconnection Facilities is deemed included in the Tariff;

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

3 The Seller shall at all times, prior to the transfer to the Buyer of the Interconnection
Facilities in accordance with Clause 4.2, retain responsibility for ensuring the
Interconnection Facilities meet the Buyers specifications.
3 The Buyers Responsibility
The Buyer shall provide to the Seller the details for the Interconnection Facilities to enable
design, purchase, construction and commissioning of the Interconnection Facilities.
4 Connection to the Buyers System
The Seller shall liaise with the Buyer for the connection of the Plant to the Buyer System at the
Delivery Point.

5 Information
The Seller shall keep the Buyer informed of the progress of the design, financing, supply,
construction and installation of the Interconnection Facilities and equipment to be installed by
it pursuant to Clauses 4.1 and 4.2, and every month shall provide a progress report in respect
thereof.

6 Monitor Progress
The Seller shall-
1 Ensure that the Buyer and any representatives appointed by the Buyer, are afforded
reasonable access to the Site upon giving the Seller reasonable notice provided that
such access does not materially interfere with the construction works or expose any
person on the Site to any danger;
2 Make available for inspection at the Site copies of all plans and designs, other than any
proprietary information of the Seller or any sub contractor, in relation to the
construction, or any part thereof; and
3 Within three (3) months of the Plant commissioning date, supply the Buyer with one(1)
set of reproducible copies and two(2) sets of white print copies or equivalent of all as
built plans and designs relating to the operation or maintenance of the Interconnection
Facilities as the Buyer may reasonably require. The Seller shall also provide to the
Buyer two (2) copies of the operation and maintenance manuals in respect of the
Interconnection Facilities.

7 Disclaimer
The Seller
1 Accepts that any information provided by the Seller under Clause 4.5 or any
engineering review or inspection conducted by the Buyer under Clause 4.6 is solely for
the Buyers own information and accordingly, the Buyers review or failure to review or
carry out any inspection under Clause 4.6.2 shall not be construed as constituting any
approval or acceptance of Interconnection Facilities or the Plant, and the Buyer makes
no representation as to the engineering soundness of the Interconnection Facilities or
the Plant nor shall it be treated as having accepted Interconnection Facilities or the
Plant as fit to meet the terms of this Agreement.
2 Shall in no way represent to any third party that the buyer is responsible for the
engineering soundness of the plant as a result of any review or inspection done by the
buyer.
3 Shall, subject to the other provisions of this Agreement, be solely responsible for the
economic and financial feasibility, operational capacity and reliability of the Plant.

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

4 COMMISSIONING AND TESTING

1 The Sellers Obligations

The Seller shall carry out commissioning in accordance with Prudent Operating Practice and
any procedure agreed on by the Parties.

2 Notifications
The Seller shall give at least seven (7) days prior notice to the Buyer of the date
commencement of commissioning and testing of the first unit.

3 The Buyers Attendance

The Buyer shall, in respect of the Interconnection Facilities, have the right to be present at the
Site on each occasion, on which the test is being conducted, and to inspect and witness the
test, and to receive, within fifteen (15) days after the test, a written copy of the test reports.
4 Appointment of Independent Engineer
The Seller shall not less than fourteen(14) days prior to the commencement of the
commissioning, appoint an independent suitably qualified professional engineer or firm
acceptable to the Buyer( the Independent Engineer) who shall among other things witness
the commissioning and Testing of the Interconnection Facilities. All fees and costs payable to
the Independent Engineer (including those incurred in making such appointment) shall be
borne by the Seller.

5 The Interconnection Facilities

The Seller shall test and commission the Interconnection Facilities in accordance with the
Commissioning and Testing procedures set out in Appendix C and further procedures agreed
or determined pursuant to Clause 5.1 and in accordance with Prudent Operating Practice not
later than one (1) month before the First Commissioning Date. The Seller shall before the First
Commissioning Date ensure that the Interconnection Facilities are available for operation.

6 First Commissioning Date

The First Commissioning Date shall be the date notified to the Buyer as the target date for the
start of commissioning of the first unit.
7 Plant Commercial Operation Tests
Upon satisfactory completion of the Plant Commercial Operations Test, the Seller shall
procure the issue of a certificate of the Independent Engineer certifying, without any material
qualification, that the Plants Commissioning has been completed and that the Plant is
available for commercial operation. The Seller shall, upon issue of the certificate, give notice
to the Buyer of a date (the Full Commercial Operation Date) being a date not later than
twenty one (21) days after completion of commissioning.
8 Synchronization
1 The Seller shall ensure that the Plant has adequate protection equipment prior to
synchronization with the Buyer System. The Seller and the Buyer shall inspect and
verify the protection equipment of the Plant together with the setting and operation of
the protection relay equipment of the Plant and switchgear prior to synchronization and
commencement of delivery of the Net Electrical Output by the Seller to the Buyer.

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

Neither Party shall be liable to the other for any damage which may be caused to their
Plant or equipment during such synchronization.
2 The Seller shall notify the Buyer in writing at least thirty (30) days prior to synchronizing
or operating the Plant for the first time in parallel with the Buyers system, and
coordinate such commencement of operation with the Buyer at this first time and in
future times that the Seller resynchronizes or begins again to operate after a cessation
of operation in parallel with the Buyers grid.

9 The Buyers Cooperation

The Buyer shall, subject to any constraints on the Buyer System, cooperate with the Seller so
as to enable the Seller to commission the Plant in accordance with this Clause 5 and in
particular will authorize connection to the Buyer System and dispatch the Plant to the extent
reasonably required by the Seller for such purpose.

10 Interconnection Liability
The Seller shall accept all liability and release the Buyer from and indemnify the Buyer against
any liability for faults or damage to the Sellers Interconnection Facility, the Buyers electric
system and the public as a result of any usage of the Sellers Interconnection Facility which is
in any manner inconsistent with Prudent Operating Practice.

11 Commissioning and Testing Output

The Buyer shall pay energy charges to the Seller for all Net Electrical Output supplied from the
Plant during Testing and Commissioning at the rate of the feed-in tariff as specified in
Appendix B(1).

12 The Buyers Right To Terminate

If the Full Commercial Operating Date is not achieved by the Long Stop Full Commercial
Operation Date, other than in the circumstances described in Clause 11.1.1 of this Agreement,
the Buyer shall be entitled to terminate the Agreement.

5 DELIVERY, SALE AND PURCHASE OF ELECTRICITY

1 Delivery of Net Electrical Output

From the full commercial operation date and thereafter, the Seller agrees to deliver and sell to
the Buyer the Net Electrical Output for the term of this Agreement specified in Clause 2 and at
the price specified in Clause 6.15.

2 Acceptance and Purchase of Net Electrical Output

From the full commercial operation date and thereafter, the Buyer agrees and covenants to
accept into its transmission system and to purchase for the term of this Agreement as
specified in Clause 2 and at the price specified in Clause 6.15, the Net Electrical Output when
delivered by the Seller. The Buyer shall pay for the Net Electrical Output as ascertained and
determined by the metering equipment in accordance with Clause 7.5.

3 Environmental Attributes
Any environmental attributes recognized under any international, national or other laws or
regulations, associated with the ownership or generation of power from the Plant, including but
not limited to carbon credits or attributes created pursuant to the Kyoto Protocol or any

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

successor protocols or agreements, are not included in the Net Electrical Output transferred to
the Buyer and shall remain the property, and under the control, of the Seller.

1 .
2

4 Operation of the Plant

1 The Seller shall operate the Plant to the maximum extent feasible consistent with
Prudent Operating Practice. The Buyer shall not assert the Sellers liability for, and the
Seller shall not be liable to the Buyer for, any direct damages resulting from the Sellers
inadvertent or accidental failure to deliver the Net Electrical Output unless the Seller is
grossly negligent. Unless specifically allowed pursuant to this Agreement, where
without the Buyers prior written approval the Seller deliberately reduces the expected
net electrical output for the purpose of selling or attempting to sell the Net Electrical
Output to any third party, or for the purpose of producing any other form of energy
capable of being produced at the Plant in lieu of the Net Electrical Output, the limitation
of the Sellers liability shall not apply.
2 Where the Sellers plant is isolated from the Buyers System or stops delivering
electricity into the Buyers System for any reason, the Seller shall prior to synchronizing
with the Buyers System obtain consent to synchronize from the controller on duty at
the dispatch Centre.

5 Forecasts
Prior to the First Commissioning Date and thereafter on or before each subsequent contract
year, the Seller shall furnish the Buyer with a two(2) year forecast of its anticipated operations
that include anticipated monthly generation availability and Scheduled Outages for each year;
provided however, that the Seller shall have no liability to the Buyer and shall be subject to no
liability, reduced payment, or penalty in the event that the actual amount of Net Electrical
Output delivered to the Buyer, or the times of such delivery, differ from the amounts or times
shown in the said forecasts.. The Seller shall notify the Buyer of its Scheduled Outages and
notify the Buyer if such plans change.

6 Scheduled Outages
The Seller shall attempt to coordinate any Scheduled Outage, subject to Prudent Operating
Practice with the Buyers reasonable request. The Seller shall notify the Buyer one month in
advance of Scheduled Outages, including a non- binding estimate of each outage, and as
soon as possible, of any unscheduled outages, including a non-binding estimate of each
outage.

7 Transmission System Operation

The Buyer shall operate and maintain its transmission system and the Interconnecton
Facilities in accordance with Prudent Operating Practice so as to permit delivery to the Buyers
system of the Net Electrical Output. The Buyer shall work with the Seller to balance load and
support voltage on its transmission and distribution system so as to maximize the ability of the
Buyers system to accept and purchase the Net Electrical Output.

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

8 Interruption of Acceptance and Purchase

1 The Buyer shall not be obligated to purchase or take delivery of the Net Electrical
Output if the Plant is not operated and maintained in a manner consistent with Prudent
Operating Practice in accordance with Clause 6.4.
2 The Buyer may interrupt, reduce or cease to purchase and accept delivery of all or a
portion of the Net Electrical Output, to the extent that such interruption, reduction or
cessation is necessary under Prudent Operating Practice, in order for the Buyer to
install equipment, make repairs, replacements, investigations or inspection of the
Buyers electric system.
3 In an Emergency, or whenever it is necessary to aid in restoration of service on the
Buyers system, or on the systems with which it is directly or indirectly interconnected,
the Buyer, may, in its sole discretion, curtail or interrupt the taking of all or a portion of
the Net Electrical Output, provided such curtailment or interruption shall continue only
for so long as it is reasonably or minimally necessary under Prudent Operating
Practice,

9 Interruption of Delivery
The Seller may interrupt, reduce or cease to deliver the Net Electrical Output only to the extent
that the Seller reasonably determines that such interruption, reduction or cessation is
necessary in order to install equipment in, make repairs, replacements, investigations and
inspections of, or perform maintenance on the Plant, which directly affect the delivery of the
Net Electrical Output. The Seller shall, prior to initiating any interruption, reduction or cessation
to deliver the Net Electrical Output, use its best efforts to provide the Buyer a minimum of
twenty four(12) hours advance notice, such notice to include an explanation of the cause of
the interruption, reduction or cessation, and an estimate of the start and duration.

10 Coordination
The Buyer shall use its best efforts to coordinate and minimize any periods of interruption,
reduction and cessation or curtailment of acceptance of the Net Electrical Output from the
Seller as provided for in this Clause with the periods of previous Scheduled Outage at the
Plant. Prior to initiating any interruption, reduction or cessation of the Net Electrical Output, the
Buyer shall use its best efforts to provide the Seller with a minimum of twenty four(12) hours
advance notice, such notice to include an explanation of the cause of the interruption,
reduction or cessation, and an estimate of the start and duration.

11 Power Factor
The Seller agrees to operate the Plant in parallel with the Buyers system and to deliver the
Net Electrical Output at the Delivery Point and at the voltage level and power factor specified
in Appendix C, which the Buyer may establish on a project specific basis to parallel its system
requirements to provide ancillary services. Unless otherwise requested by the Buyer, the
Sellers Plant must be capable of operating at a power factor of 0.8 lagging, and the Seller
shall operate the Plant at a power factor between 0.8 and 1.0 at the point of delivery to the
Buyer, subject to response time of control equipment to transient conditions on the Buyers
system.

12 Back Feed Energy

If the Sellers plant includes an induction-type generator, the Seller shall provide individual
power factor correction capacitors for each such generator. Such capacitors shall be switched
on and off simultaneously with each of the associated induction-type generator of the Plant.

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

The kVAr rating of such capacitors shall be the highest standard value which will not exceed
such generators no load kVAr. The Seller shall pay the Buyer, at prevailing rates approved
by the Energy Regulatory Commission; the cost for all back feed energy consumed from the
Buyer.
13 Stoppage
Subject to the provisions of this Clause, the Seller shall apply and deliver the Net Electrical
Output to the Buyers System and the Net Electrical Output so delivered is deemed to be
requisitioned by the Buyer. Provided that the Buyer may by service of twelve-hour prior notice
require the Seller to stop delivering electricity into the Buyers System without incurring any
liability to the Seller. Any such stoppage shall, where the stoppage exceeds seven (7) days,
thereafter entitle the Seller to payment by the Buyer for Deemed Generated Energy for the
period in excess of seven (7) days as hereinafter provided. Notwithstanding the provisions of
this Clause, the Seller may by service of twelve hour (12) prior notice inform the Buyer of its
inability to deliver electricity into the Buyers System without incurring any liability to the Buyer.

14 Electricity payments
The electrical energy payments will be in accordance with the standardized tariffs and
escalations detailed in appendix B (1).

15 Under generation
In the event that Seller delivers to the Buyer Net Electrical Output which is less than the
agreed energy threshold for the month by 15% (under-generation), the applicable tariff for
the energy delivered for the month shall be 75% of the tariff.

16 Payment
The Buyer shall pay the Seller (or a trustee if so designated by the Seller) any and all amounts
due for the delivered Net Electrical Output that are not in good faith disputed by the Buyer on
or before the Due Date specified in sub clause 6.20 hereof at the Tariff and subject to the
terms specified in Appendix B (1), determined on a per kWh delivered quantity for all Net
Electrical Output delivered under this Agreement.

17 Deemed Generated Energy Payments

Commencing on the Full Commercial Operation Date, the Buyer shall pay to the Seller, in
respect of each kWh of Deemed Generated Energy during a month, the amount (the "Deemed
Generated Energy Payments") equal to seventy five per cent (75%) of the Tariff specified in
Appendix B (1) in respect of Deemed Generated Energy had it been generated and delivered
to the Buyer at the Delivery Point subject to the following:

6. 18.1. The Buyer shall have no obligation to pay for Deemed Generated Energy
during periods of the Buyers Planned Maintenance up to the maximum number of
hours specified by the Buyer in accordance with Prudent Operating Practice for such
Planned Maintenance which shall not exceed seven (7) days;

6. 18.2. The Buyer shall be under no obligation to pay for Deemed Generated Energy
if the failure or inability of the Buyer to receive delivery of electrical energy from the
Plant is caused by Force Majeure; and

6. 18.3. The Deemed Generated Energy shall be computed as set out in Appendix B
(2) of this Agreement.

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

18 Taxes
All payments to the Seller for Net Electrical Output delivered to the Buyer under this
Agreement shall be deemed to be inclusive of all taxes, fees and levies, with the exception of
Value Added Tax subject to any exemptions that may be given by Government from time to
time.
19 Invoices
The Seller shall at the end of each month (beginning with the month in which the First
Commissioning Date occurs) prepare and issue to the Buyer an invoice in respect of the
electrical units delivered to the Buyer System for that month. Each invoice prepared by the
Seller shall contain the information specified in Appendix D.
20 Payment Due Date
Payments to the Seller hereunder shall be due and payable by the Buyer on the forty fifth
(45th) day after the date of receipt of the invoice. All overdue payments which are undisputed
will attract a Default payment penalty at the Default Rate.

21 Disputed Payments
1 If any sum or part of any sum shown on an invoice rendered by the Seller is disputed in
good faith by the Buyer then the payment of undisputed sums or parts shall not be
withheld on those grounds and shall be paid to the Seller when due. Payment of the
disputed amount shall be paid within seven (7) days following the resolution of the
dispute.
2 Either Party may in good faith dispute any claimed delivery or billing error, amount or
payment by written notification to the other Party, within one year of receipt of a meter
reading whether or not payment has been made.
3 If the dispute is resolved in favour of the Seller, the Buyer shall pay the disputed
amount plus interest at the Default Rate compounded monthly from the original Due
date to the date payment is made.
4 If the dispute is resolved in favour of the Buyer, the Seller shall refund any payment
previously received of the disputed amount plus interest at the Default Rate,
compounded monthly, from the original Due date to the date the refund is made.

22 Mode of Payment
Payment of any sum due to the Seller shall be effected through Electronic Funds Transfer to
the account of the Seller at such bank a may be notified by the Seller to the Buyer from time to
time, or other modalities of payment to the account of the Seller at such other bank as may be
notified by the Sellers notarized letter to the Buyer from time to time.

23 Currency of Payments
All amounts falling due under this Agreement shall be payable in the currency of United States
of America and the Buyer shall not be obliged to make payment in any other currency.

6 METERING

1. Metering Partys Obligations

1. The Seller shall, in accordance with Prudent Operating Practice,

supply and install, test and commission the main Metering

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

Equipment and Back up Metering Equipment (Metering System).

The Buyer shall be entitled to attend and witness the testing and
commissioning of the Metering System. Thereafter, the Seller shall
transfer to the Buyer as beneficial owner (and without any
encumbrances) all rights, title and interest in the Back up Metering
Equipment (together with all warranties and guarantees applicable
thereto) and upon such transfer the Buyer shall own and maintain
the Back up metering Equipment while Seller shall own and
maintain the Main Metering Equipment. The Metering System shall
have an accuracy level of 0.5%.
2. Metering and telemetering equipment shall comply with the Buyers
standards and guidelines, be capable of registering and recording
the instantaneous and bidirectional transfer of active and reactive
power, kWh and kVArh, and capable of transmitting such data to
such location(s) as may be specified by the Buyer. The metering
equipment shall be sealable and have mass storage and recording
capability. The Seller shall provide a suitable location for the
metering and telemetering equipment if the Interconnection is at the
Plant.

2. Meter Accuracy
All metering equipment measuring the output of the Plant shall be tested at least every six
months, at the Buyers expense, in accordance with Prudent Operating Practice. At any
reasonable time, either Party may request a test of the accuracy of any metering equipment.
Each Party shall bear the cost of a test requested by it. The results of meter calibrations or
tests shall be available for examination by the Parties at all reasonable times. If, at any time,
any metering equipment is found to be inaccurate by more than one-half of one percent
(0.5%), the Buyer shall cause such metering equipment to be made accurate or replaced as
soon as possible. Each Party shall be given reasonable advance notice of and have the right
to be present at the breaking of the seals, testing, calibration and sealing of meters. If either
Party believes that there has been a meter failure or stoppage, it shall immediately notify the
other Party. The Party owning the meters will then investigate and take corrective action if
necessary.

3. Meter Calibration
Testing and calibration of meters, and any verification of meter accuracy, shall be performed
pursuant to the Buyer metering standards. Calibration shall occur before the first
commissioning date. All meters shall be caused to be sealed and locked by their owner after
calibration.

4. Transfer of Title to Power

At the Delivery Point, Net Electrical Output, and legal title to the same, shall be deemed to be
transferred from the Seller and delivered to the possession of the Buyer. At such point, the
Buyer shall be in exclusive control and possession of the Net Electrical Output and shall be
solely responsible for the same. Such electric energy transferred shall be by alternating
current 3 phase, 50 Hz nominal frequency, at the voltage specified in Appendix C.

5. Meter Reading
The meters shall be read jointly by the Seller and the Buyer monthly on the last day of each
month (or such other day as may be agreed upon by the Parties) for the purposes of
determining the Net Electrical Output delivered into the Buyers System since the preceding

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

reading. The Seller shall provide the Buyer access to the Plant at all reasonable times upon
prior notice for the purpose of reading or inspecting meters, examining the operation of the
Plant or other purposes reasonably related to performance under the terms of this Agreement.
Such access shall not interfere with the Sellers normal business operations. All the Buyer s
personnel shall follow all Plant safety and procedural rules while on the Plant premises.
6. Estimation
In the event that any data required for purpose of determining amounts owed to the Seller or
payment hereunder are unavailable when required, such unavailable data shall be estimated
by the Buyer, subject to any required adjustment based upon actual data in the next
subsequent payment month. A failure of the Buyer to read its meter pursuant to Clause 7.5 of
this section shall not relieve the Buyer of the obligation to pay the Seller at the conclusion of
each month for the energy delivered and accepted as provided herein.

7. Alternative Meter Data

To determine the amount of the Net Electrical Output delivered and accepted in any billing
period, recordation of amounts, billing and payment will be based on the first available of the
following metering or estimation options, in descending order of applicability:
1. The Main Metering Equipment measurement(s) when that meter for
the period at issue satisfies the accuracy standard in Clause 7.2.
2. Back-up Metering Equipment measurement when that secondary
meter is positioned to record the electrical energy delivered and
accepted, and when that meter satisfies the accuracy standard in
Clause 7.2.
3. Where all meters fail to accurately register Net Electrical Output
delivered and accepted, the average monthly data for the Plant from
the same month in the prior Contract Year, if available, as
reasonably adjusted for the particular billing period by any relevant
available data affecting Plant generation regarding resource
availability, hours of operation, time of operation of generators,
and/or native self-use of power output (collectively Operating
Variations) during the period of meter failure, shall be employed, if
applicable, to estimate the amount of electric energy delivered and
accepted. Where such data are not reliably available, the average
monthly Plant Net Electrical Output delivered and accepted during
the previous six (6) billing periods prior to meter failure (or fewer
months of the Plant is less than six months from the Full Commercial
Operation Date), as adjusted or normalized for outages or Operating
Variations, shall be used to estimate energy delivered by the Plant
for the billing period.

7. RECORDS AND CONFIDENTIALITY

1. Each party shall keep complete and accurate records and all other data required by
each of them and by the Energy Regulatory Commission for purpose of proper
administration of this Agreement.
2. Either Party shall have the right, upon ten (10) days prior notice to the other Party, to
examine the records and data of the other Party relating to this Agreement or the

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

operation or dispatch of the Plant at any time during normal office hours during the
period such record and data are required hereunder to be maintained.
3. Each Party agrees that it will, and will ensure its employees, officers and directors
will hold in confidence all information, documentation and data know how disclosed
to it by the other Party and designated in writing as confidential (Confidential
Information)and will not disclose to any third party or use Confidential Information or
any part thereof without the other Partys prior written approval, provided that

1. This Clause shall not apply to Confidential Information which is in the

public domain other than by breach of this Clause, or was already in
the rightful possession of the recipient Party, or was obtained by the
recipient Party in good faith from a third party entitled to disclose it;
2. A Party may disclose Confidential Information in accordance with
any legal requirement to do so, or to consultants or contractors
whose duties reasonably require such disclosure; and
3. A Party may disclose confidential Information, subject to obtaining
an undertaking to keep the same confidential, to
1. Any prospective assignee of the Party and its advisers;
2. Any banker or financial institution or investor from whom
the Party is seeking finance; or
3. Any expert or arbitrator under this agreement

4. The provisions of this Clause 8 shall survive the termination or expiry of this
Agreement.

8. UNDERTAKINGS AND WARRANTIES OF THE PARTIES

1. Undertakings of the Seller

The Seller Undertakes that it will:
1. Comply with all legal requirements, including environmental
requirements;
2. Apply for and use reasonable endevours to obtain, prior to the date
that such authorizations are required if the Seller is not to be in
breach of any legal requirement in performing this Agreement, and
keep in force all authorizations required to be in the Sellers name for
the operation of the Plant and any other of its obligations under this
Agreement; and
3. Ensure that the Plant is operated and maintained in all material
respects in accordance with Prudent Operating Practice and the
terms of this Agreement.

2. Representations and Warranties of the Seller

The Seller represents and warrants that:
1. The Seller is a limited liability company duly organized and existing
under the laws of Kenya and has all requisite powers and authority

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

to execute this Agreement and carry out the terms, conditions and
provisions hereof;
2. This Agreement constitutes the valid, legal and binding obligation of
the Seller, enforceable in accordance with the terms hereof except
as enforceability may be limited by the laws affecting creditors rights
generally; and
3. As at the date of this Agreement, there are no actions, suits or
proceedings pending, or to the Sellers knowledge, threatened
against or affecting the Seller before any court or administrative
body or arbitral tribunal that might materially and adversely affect the
ability of the Seller to meet and carry out its obligations under this
Agreement.

3. Undertakings of the Buyer

1. The Buyer undertakes that it will comply with all applicable legal
requirements and will keep in force all authorizations required for the
performance of its obligations under this Agreement.
2. Ensure that the buyers system is operated and maintained in all
material respects in accordance with Prudent Operating Practice
and the terms of this Agreement.

4. Representations and Warranties of the Buyer

The Buyer represents and warrants that:
1. The Buyer is a limited liability company duly organised and validly
existing under the Laws of Kenya and has all requisite powers to
execute this Agreement and carry out the terms, conditions and
provisions hereof;
2. All legislative, administrative and other governmental action required
to authorize the execution, delivery and performance by the Buyer of
this Agreement and the transactions contemplated hereby have
been taken and are in full force and effect;
3. This agreement constitutes the legal, valid and binding obligation of
the Buyer, and enforceable in accordance with the terms hereof
except as enforceability may be limited by the laws affecting
creditors rights generally;
4. As at the date of this Agreement, there are no actions, suits or
proceedings pending or, to the Buyers knowledge, threatened
against or affecting the Buyer before any court or administrative
body or arbitral tribunal which materially adversely affect the Buyers
ability to meet and carry out its obligations under this Agreement;
and
5. The execution, delivery and performance of this Agreement has
been duly authorized by all requisite corporate action, and will not
contravene any provision of,, or constitute a default under any other

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

agreement or instrument to which the Buyer is a party or by which its

property may be bound.

9. FORCE MAJEURE

1. Events of Force Majeure

For the purposes of this Agreement Force Majeure means subject to clause 10.2 any event
or circumstance which affects either Party and is not within the reasonable control (directly or
indirectly) of the Party affected to the extent that such event or circumstance or its effect
cannot be prevented, avoided or removed by such Party acting in accordance with Prudent
Operating Practice. Force Majeure shall include without limitation each of the following
events and circumstances to the extent that they satisfy the foregoing requirements:

1. Any act of war (whether declared or undeclared), invasion, armed

conflict or act of foreign enemy, blockade, embargo, revolution, riot,
civil commotion, insurrection, act of terrorism, or sabotage, provided
that any such event occurs and directly involves the Republic of
Kenya;
2. An act of God including but not limited to lightning, fire, earthquake,
volcanic activity, floods and storms, typhoons, cyclones or
tornadoes;
3. Epidemics or plagues
4. Explosions or chemical contamination(other than resulting from an
act of war);
5. Labour disputes including strikes, work to rule, go slows or lock-outs
that extend beyond the Plant or are widespread or nation-wide;
6. The compulsory expropriation, acquisition or nationalisation of the
material assets or equity of the Seller by the government of Kenya;
and
7. Change in law.

2. Exclusions from Force Majeure

The following events or circumstances are shall not constitute Force Majeure, unless caused
directly by an event of Force Majeure:
1. Late delivery to the Seller of fuel, machinery, equipment, materials,
spare parts or consumables;
2. A delay in the performance of any contractor;
3. Normal wear and tear or random flaws in materials and equipment
or breakdowns in equipment; and
4. Late payment of monies due and owing or damage or disability
resulting from a failure of a Party to utilise Prudent Operating
Practice; and
5. Any obligations of either Party which arose before the occurrence of
the Force Majeure event causing non-performance.

3. Force Majeure Protocol

No default as a result of an event of Force Majeure shall occur, provided that the adversely
affected non-performing Party invoking Force Majeure shall:

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

1. Provide prompt notice in writing to the other Party, the Energy

Regulatory Commission and the Lenders of the occurrence of the
Force Majeure event and the choice to invoke Force Majeure , giving
an estimation of the events expected duration and the probable
impact on the performance of the Partys obligations hereunder, and
submitting good and satisfactory evidence of the existence of the
Force Majeure event;
2. Exercise all reasonable efforts to continue to perform its obligations
hereunder;
3. Expeditiously take or initiate action to correct or cure the Force
Majeure event and periodically submit good and satisfactory
evidence that it is making all reasonable efforts to correct or cure the
Force Majeure;
4. Exercise all reasonable efforts to mitigate or limit damages to the
other Party to the extent such action will not adversely affect its own
interest; and
5. Provide prompt notice to the other Party, the Lenders and the
Energy Regulatory Commission of the cessation of the Force
Majeure.

4. Force Majeure Effect

1. Subject to Clause 10.4.2, if a party is rendered wholly or partly
unable to perform its duties and obligations under this Agreement
because of a Force Majeure event, that Party will be temporarily
excused to the extent necessary from whatever performance is
affected by the Force Majeure to the extent so affected.
2. Upon the occurrence of a Force Majeure event affecting the Buyer
after the First Commissioning Date, then during the persistence of
such Force Majeure, the Buyer shall pay the Seller for the Net
Electrical Output delivered in accordance with this Agreement during
such Force Majeure.

5. Force Majeure Duration

Notwithstanding the foregoing, if a Party is prevented from substantially performing its
obligations under this Agreement for a period of two(2) years due to the occurrence of a Force
Majeure event, the other Party may elect to terminate the Agreement by ninety(90) days
written notice given anytime thereafter to the non-performing Party, unless substantial
performance is resumed prior to the expiration of such ninety(90)days period; provided that
the Buyer shall not elect to terminate the Agreement under this part due to a Force Majeure
event described under this Clause 10.

10. DEFAULT AND TERMINATION

1. Events of Default
A Party shall be deemed to be in default under this Agreement if it experiences each or any of
the Events of Default including:
1. The Seller fails to complete, abandons or cancels construction of the
Plant, or does not achieve the Long Stop Full Commercial Operation

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Standardised PPA for large renewable energy generators (greater than 10 MW)

Date, unless such failure is attributable primarily to the failure of the

government of the Republic of Kenya or instrumentalities of the
government of the Republic of Kenya to issue necessary permits to
the Plant.
2. The adjudged bankruptcy, dissolution or liquidation of either Party in
which case the bankrupt, dissolved, or liquidated Party shall be
deemed to be the Party in default hereunder.
3. Either Party fails to perform or observe any of the covenants, terms,
conditions or provisions of this Agreement and the appendices
hereto, and such failure shall not be rectified or cured within sixty
(60) days after written notice thereof to the non-performing Party,
provided, that if such failure cannot reasonably be cured within such
sixty (60) day period, such further period, not to exceed one (1) year
after written notice thereof, as reasonably as shall be required to
effect such cure, provided that the defaulting Party commences
within such sixty (60) day period reasonably to effect such cure and
at all times thereafter proceeds diligently to complete such cure as
quickly as possible, subject to the provisions of Clause 10. It shall
not be an Event of Default if such failure of a Party to perform is
proximately caused by an action or inaction of the other Party.
4. Without reasonable excuse, the failure of any Party to make an
undisputed payment when due and non-payment continues for more
than ninety (90) days.
5. Either Party contests and denies the enforceability of the Agreement,
in which case the Party contesting enforceability shall be deemed to
be the Party in default hereunder.
6. Failure to achieve the Full Commercial Operating Date by the Long
Stop Full Commercial Operating Date.
7. The dissolution or reorganization of the Buyer such that the Buyer or
its successor cannot perform its obligations hereunder, either of
which shall be deemed to be an event of default on the part of the
Buyer.

2. Default Procedure and Cure

1. Notice
Upon the occurrence of an Event of Default, in each and every case, the non-defaulting
party shall give written notice to the defaulting Party and may pursue any remedies
provided for in this Agreement by giving such written notice to the other Party: provided
that should the Buyer claim any Event of Default against the Seller, it shall notify and
afford Lenders reasonable time, access and opportunity to remedy or cure any event
giving rise to the default, and shall cooperate with Lenders to this end.
2. Step-In Rights
If an Event of Default or Emergency occurs and the Party experiencing such event of
Default or Emergency is prevented temporarily from satisfying its obligations hereunder
despite its best efforts, including but not limited to restoring the operation of the Plant
the Lender (hereinafter called the Person) may elect to provide notice to all parties as

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

provided herein, of its intention to step into the rights and obligations of the Party
experiencing the Event of Default and attempt during a reasonable time to remedy such
event of Default or Emergency (the Step In - Rights). The lender shall only exercise
the Step In Rights under this Clause if it has the skills and means to carry out the
work necessary to remedy the Event of Default or Emergency in accordance with the
laws of Kenya and Prudent Operating Practice. Such step- in rights shall require the
consent of ERC.

3. Step In - Costs
The Indemnity provisions of this Agreement shall apply to the exercise of the Step in
Rights, provided that the person exercising the Step In Rights shall be indemnified
by the seller experiencing the Event of Default or Emergency for all reasonably incurred
expenses that benefit the seller experiencing the Event of Default or Emergency or its
assets, and shall be indemnified and held harmless by the seller experiencing the event
of Default or Emergency from and against all claims of whatsoever nature lodged
against such Person arising out of or associated with reasonable actions consistent
with Prudent Operating Practice to cure or remedy such Event of Default or Emergency.
The Person exercising the Step In Rights shall as soon as possible return control of
operations of any facilities over which it has assumed control or operation to the seller
experiencing the Event of Default. The Person exercising the Step In Rights shall
maintain and produce records of costs incurred to attempt to cure or remedy the Event
of Default or emergency, and the seller experiencing the Event of Default shall
reimburse such reasonable and documented expenses incurred by such person.

4. Specific Performance
If money damages would not be a sufficient remedy in the Event of Default or breach of
this Agreement, each Party acknowledges that the Party not in breach shall be entitled
to specific performance, including, without limitation, injunction and specific
performance, to remedy such breach or threatened breach, and that such remedy shall
not be deemed the exclusive remedy for breach hereunder.

3. Termination Due to the Buyers Default

In the event that there is a termination of this Agreement due to a the Buyers Default pursuant
to Clause 11.1, the Buyer shall, within ninety (90) days of the termination date, pay to the
Seller by way of liquidated damages and in one lump sum in United States Dollars being the
aggregate of the amounts computed as set out in Appendix F (the "Transfer Amount") and
upon receipt of such Transfer Amount the Seller shall transfer the Plant to the Buyer.
Notwithstanding the foregoing, the seller and the buyer may agree on alternative
arrangements including selling the plant to another party or continuing to generate and selling
the energy directly to a consumer.

4. Remedies
The remedies expressly provided for the Parties in this Agreement are not exclusive, they are
cumulative and may be exercised concurrently or consecutively and will be in addition to other
remedies under this Agreement, the law or in equity, with the exception of the payment of
damages and losses that will be treated according to what is established under this
Agreement. This section will remain effective after termination of this Agreement.

5. Sole Remedies
The Parties agree that their rights and remedies expressly provided in their favour in this
Agreement constitute their sole remedies against each other in respect of any breach by a
Party of its obligations hereunder and neither Party shall have any additional liability to the

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

other for any loss or damage or other liability, whether arising in contract, tort or otherwise, in
connection with this Agreement.

11. RELATIONSHIP OF THE PARTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION

1. Immunity
Each party waives all immunity, sovereign or otherwise, and represents warrants and
covenants that it will not assert such immunity at law or equity, or urge or allow others on its
behalf to assert such immunity, which it may now or in the future enjoy or could claim, to the
extent permitted by law.
2. Third Party Beneficiaries
With the exception of the Lenders, the Parties do not intend to create any rights in, or grant
any remedies to, any third party beneficiary that may claim under this agreement.
3. No Other Relationship
Nothing in this Agreement shall be construed as creating any relationship between the Parties
other than that of independent contractors for the sale and purchase of Net Electrical Output
generated at the Plant. No agency relationship of any kind is created by this Agreement.

4. Limitation of Liability
Notwithstanding the provisions of Clause 12.5 hereof, or any other provision of this Agreement
to the contrary neither the Buyer nor the Seller, nor their respective officers, directors, agents,
employees, parent entity, Lenders, subsidiaries, or affiliates shall be liable or responsible to
the other Party or its parent entities, subsidiaries, affiliates, officers, directors, agents,
employees, successors or assigns, or their respective insurers, for incidental, exemplary,
punitive, indirect or consequential damages of any nature, connected with or resulting from
performance or non-performance of obligations pursuant to this Agreement, including, without
limitation, claims in the nature of lost revenues, income or profits (other than payments
expressly required and properly due under this Agreement).

5. Indemnity
Each Party shall defend, indemnify and save the other Party, its officers, directors, agents and
employees harmless from and against any and all claims, liabilities, actions, demands,
judgments, losses, costs, expenses (including reasonable attorneys fees), suits, actions, or
damages arising by reason of bodily injury, death, or damage to property sustained by any
person or entity (whether or not a party to this Agreement):
1. Caused by or sustained on property or at facilities owned or
controlled by the Party, except to the extent caused by an act of
negligence or willful misconduct by an officer, director,
subcontractor, agent, employee, parent entity, subsidiary or affiliate
of the other Party; or
2. Caused by an act of negligence or willful misconduct of the Party, or
by an officer, director, subcontractor, agent, employee, parent entity,
subsidiary or affiliate, of the Party. If either Party receives notice of
the assertion of any claim with respect to which indemnification is to
be sought from the other Party, that Party shall give prompt notice
thereof to the other Party. The Parties shall cooperate in the mutual
defense of any such claim.

6. Adjusted Indemnity

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

If the Buyer and the Seller are both determined to have been negligent parties or to have
engaged in willful misconduct in a manner addressed by Clause 12.5 hereof, the obligations to
indemnify of the Seller and the Buyer shall be appropriately adjusted based on the percentage
of the responsibility of each Party for such loss or indemnification event.
7. Insurance
The Seller shall:
1. Insure the Plant for comprehensive general liability, public liability
property damage, and all risks peril, from a recognized insurance
provider lawfully permitted to provide insurance in Kenya, with
primary limits of liability during the duration of this Agreement being
at all times equal to not less than the replacement value of the Plant.
2. Apply the proceeds of claims against such policies relating to
damage to the Plant in repairing or restoring the Plant.

8. Affirmation
1. The Seller declares and affirms that it has not paid nor has it
undertaken to pay any commission, bribe, pay-off or kick back and
that it has not in any other way or manner paid any sums, whether in
Kenya shillings or in any other currency, and whether in Kenya or
abroad, or in any other manner given or offered to give any gifts and
presents in Kenya or abroad, to any person and generally has not
made any payment or accepted any gift or in any way whatsoever
acted in breach of any obligation, prohibition or requirement of the
Anti-Corruption and Economic Crimes Act, 2003, to procure this
Agreement, and the Seller undertakes not to engage in any such or
similar acts during the term of, and relative to this Agreement.
2. The Buyer declares and affirms that it has not paid nor has it
undertaken to pay any commission, bribe, pay off or kick back
and that it has not in any other way or manner paid any sums
whether in Kenya shillings or foreign currency and whether in Kenya
or abroad, or in any other manner given or offered to give any gifts
and presents in Kenya or abroad to any to any person, and generally
has not made any payment or accepted any gift or in any other way
acted in breach of any obligation, prohibition or requirement of the
Anti-Corruption and Economic Crimes Act, 2003, to procure
this Agreement,, and the Buyer undertakes not o engage in
any such or similar acts during the term of, and relative to this
Agreement.

12. DISPUTE RESOLUTION

1. Arbitration
1. Any dispute or difference of any kind between the Parties in
connection with or arising out of this Agreement, or the breach,

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

termination or validity hereof shall be settled by reference to

arbitrator(s) to be agreed within seven (7) days of service of notice
of such dispute, difference or question by the one Party on the other;
failing which agreement the arbitrator(s) shall be appointed at the
request of any of the Parties by the chairman of the Institute of
Chartered Arbitrators of Kenya and such arbitration shall be
conducted in accordance with the latest revision of the Arbitration
Act, No 4 of 2005 of the Laws of Kenya or according to the Rules of
Conciliation and Arbitration of the International Chamber of
Commerce as the parties may mutually agree;
2. The award shall be in writing and shall set forth in reasonable detail
the facts of the dispute and the reasons for the arbitrators decision;
3. The award in such arbitration shall be final and binding upon the
Parties and judgment thereon may be entered in any court having
jurisdiction for its enforcement; the Parties renounce any right of
appeal from the decision of the arbitrator insofar as such
renunciation can validly be made; and
4. The arbitrator shall not have the authority to order the termination
or amendment of this Agreement.

2. Exclusivity
Neither Party shall have any right to commence or maintain any legal proceeding concerning a
Dispute until the Dispute has been resolved in accordance with Clause 13.1, and then only to
enforce or execute the award under such procedure.

3. Confidentiality
The Parties shall each secure that the arbitrator shall be bound by the provisions of clause 8
of this Agreement as a condition of appointment.

4. Continuance of Obligations
Both Parties shall continue to perform their obligations under this Agreement during any
arbitration proceedings, provided that the right to terminate under Clause 11 on grounds
different to those referred to the Arbitrator is not restricted by this Clause 13.4.

13. MISCELLANEOUS PROVISIONS

1. Assignment
This Agreement shall inure for the benefit of and bind the respective successors, assigns and
delegates of the Parties. No assignment or delegation by the Seller of any of its rights, duties
and obligations hereunder shall be made or become effective without the prior written consent
of the Buyer and the Energy Regulatory Commission in each case being obtained, which
consent shall not be unreasonably withheld by the Buyer or its successors in interest, except
that without the Buyers consent the Seller may
1. Assign and/or delegate some of its duties to an affiliate whose
principal functions are to operate the Plant; or
2. Assign to Lenders for purposes of financing, obtaining equipment, or
construction of the Plant.

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

A Party shall promptly notify the other Party in writing of any assignment or delegation it
makes.

2. Variation
This Agreement may not be varied or any of its provisions waived except by agreement in
writing signed by the Parties and with the consent of ERC.
3. Restructuring of the Power Market
The Buyer represents and warrants that in the event of any restructuring of the power market
in Kenya under which any of the Buyers rights and obligations under this Agreement may be
transferred to a successor entity, it will cause any successor assuming any or all of its
transmission and distribution functions to fully assume in writing the Buyer s power
transmission obligations under this Agreement, and cause any successor assuming any of its
power supply or power purchase obligations to fully assume in writing the Buyers power
supply or purchase obligations under this Agreement.

4. Waivers of Rights
No delay or forbearance by either Party in exercising its right, power, privilege or remedy
under this Agreement shall operate to impair or be construed as a waiver of such right, power,
privilege or remedy.

5. Severability
If any clause of this Agreement is ruled invalid or unenforceable by a court of competent
jurisdiction, it shall not affect the remainder of the Agreement if it can be construed to effect its
essential purpose without the invalid clause.

6. Effect of Illegality
If for any reason whatsoever any provision of this Agreement is or becomes or is declared by
any court to be invalid, illegal or unenforceable, then in any such case the Parties will
negotiate in good faith with a view to agreeing one or more provisions to be substituted
therefore which are not invalid, illegal or unenforceable and produce as nearly as is
practicable in all the circumstances the appropriate balance of the commercial interests of the
Parties.

7. No Interpretation of Headings
The headings in this Agreement are descriptive only, and are not intended to affect the
interpretation or meaning of the Agreement, and accordingly are not meant to be construed as
part of obligations of any Party hereunder.
8. Notices
Except for operational and dispatch communications, any notice or other communication to be
given by one Party to the other under or in connection with this Agreement shall be in writing
and may be delivered by hand or sent by pre-paid airmail or facsimile to the address, or email
and marked for the attention of the person specified in Appendix E or such other address or
person designated by notice to the other in accordance with this Clause, and any such notice
or communication shall be deemed to be received upon delivery, or five (5)days after posting,
emailing or when sent by facsimile upon confirmation of uninterrupted transmission by a
transmission report provided that any notice given by facsimile shall be confirmed by letter
sent by hand or post, but without prejudice to the original facsimile notice if received in
accordance with this clause.

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

1.

9. Entire Agreement
This Agreement contains or refers to the entire agreement between the Parties with respect to
its subject matter and expressly excludes any warranty, condition or other undertaking implied
in law or by custom and supersedes all previous agreements and understandings between the
Parties with respect to its subject matter and each of the Parties acknowledges and confirms
that it does not enter into this Agreement in reliance of any representation, warranty or other
undertaking by the other Party not fully reflected in the terms of this Agreement.

10. Governing Law

This agreement shall be governed by and construed in all respects in accordance with the
laws of Kenya.

AS WITNESSED BY the hands of the duly authorized representatives of the Parties the day
and year first above written.

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

SIGNED AND SEALED with the )

Common Seal of KENYA POWER AND LIGHTING )
COMPANY LIMITED )
)
) r
)
MANAGING DIRECTOR AND CEO )
)
)
) r
)
)
)
COMPANY SECRETARY )
)
)
) r
)
)
)
)
SIGNED AND SEALED with the Common )
Seal of .........COMPANY LIMITED (SELLER) )
)
)

)
) r
)
)
DIRECTOR )
)
)
)
) r
)
)
DIRECTOR/COMPANY SECRETARY )
)

)
) r
)
)
SIGNED AND SEALED with the Common )
Seal of .........COMPANY LIMITED (SPONSOR) )
)
)
) r
)
)
DIRECTOR )
)

) r
)
DIRECTOR/COMPANY SECRETARY )
)
)
)
) r
)
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 Standardised PPA for large renewable energy generators (greater than 10 MW)

APPENDIX A - DESCRIPTION OF THE PLANT

NAME OF THE PLANT:

LOCATION:

RIVER/HOST (if applicable):

EXACT DELIVERY POINT (feeder, pole or switch number):

LOCATION OF METERING (meter number):

NOMINAL CONNECTION VOLTAGE:

RANGE OF VOLTAGE REGULATION:.......................ONLINE..........................OFFLINE

TYPE OF FUEL:

TYPICAL HEATING VALUE OF FUEL:

TYPE OF POWER GENERATION TECHNOLOGY:

NAMEPLATE CAPACITY RATING:

DEPENDABLE CAPACITY TO SELL: MIN........kW; MAX...........kW

CAPACITY CONSUMED BY SELLER: MIN.........kW; MAX............kW

CAPACITY FACTOR:

EXPECTED ANNUAL PRODUCTION..........kWh

NET ELECTRICAL OUTPUT :(kWh or % of output)

RAMP RATE ...........MW/MINUTE UP;..........MW/PER MINUTE DOWN

MINIMUM RUN TIME:........HOURS

MINIMUM SHUT DOWN TIME:.........HOURS

START UP TIME:........HOURS

DATE OF PLANNED COMPLETED CONSTRUCTION OF PLANT:

VOLTAGE DELIVERED TO THE BUYER:........VOLTS

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

APPENDIX B (1) - THE STANDARDISED TARIFFS AND ESCALATORS

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

APPENDIX B (2) DEEMED GENERATED ENERGY PAYMENT COMPUTATION

The amount of Deemed Generated Energy Payments shall be calculated based on the following
assumed full load operating hours (regardless of generator-specific circumstances):

RES Technology Negotiated Full Load Operating Hours

Wind Biomass - Grown

Biomass - Grown

Biomass - Waste

Biomass - Waste

Geothermal

Biogas

Biogas

Solar

Hydro

Hydro

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

APPENDIX C - DESIGNATION OF THE INTERCONNECTION FACILITIES AND

REQUIREMENTS

1. The relevant requirements stated in the Kenya Grid Code shall be applicable
2. The delivery voltage at the Point of Supply shall be kV..%
3. Special Requirements and Conditions (TO BE PROVIDED INDIVIDUALLY FOR
EACH PLANT DEPENDING ON PROJECT CHARACTERISTICS AND
TECHNOLOGIES)
4. The operating Power Factor of the Plant at the Delivery Point (Point of Supply) shall
be.
5. Interconnection Arrangement (THIS WILL BE A SINGLE LINE DIAGRAM OF THE
INTERCONNECTION. THE DIAGRAM SHALL SHOW THE GENERATORS, THE
SWITCHGEAR, TRANSFORMERS, PROTECTION SYSTEMS AND
TRANSMISSION LINES, THEIR CAPACITY, RATING, VOLTAGE LEVELS, AND
IDENTIFY THE PONT OF SUPPLY (POS), POINT OF COMMON COUPLING
(PCC). .

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

APPENDIX D CONTENTS OF SELLERS INVOICE

Format and Content of Normal Monthly Invoice

[Invoice to be typed on the letterhead of the Seller]

The Kenya Power and Lighting Company Limited Invoice Date [ ]

Stima Plaza, PO Box 30099 00100 Invoice Number [ ]

Nairobi, Kenya VAT Number [ ]

For the attention of: [ ] PIN Number [ ]

Invoice for [Insert Month and Year]

1) Tariff Rate [] [$][KES][ ] kWh

2) Net Electrical Output [ ] kWh

3) Deemed Generated Energy [ ] kWh

4) Monthly Sub-Total (1 x 2 x 3 above) [] [$][KES][

]

5) VAT thereof at [x]% [] [$][KES][

]

6) Total Amount Payable: [] [$][KES][ ]

Total Amount in words:

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

Total Net Electrical Output plus Deemed Generation for this year accumulated until this
month:

[ ] kWh

Payment of this amount is due on [insert date by which payment should be made ] and should
be made to the following account:

Account Name:

Bank Name:

Bank Address:

Account Number:

Swift Code:

Words and expressions defined in the Power Purchase Agreement dated [ ]

between the Buyer and the Seller have the same meaning used in this Invoice.

For Seller

[Signature, Name and Title of signing officer]

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

APPENDIX E DESIGNATED ADDRESS AND CONTACT PERSONS FOR EACH PARTY.

1. SELLERS DESIGNATED ADDRESS:

2. THE BUYERS DESIGNATED ADDRESS

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 Standardised PPA for large renewable energy generators (greater than 10 MW)

APPENDIX F TRANSFER AMOUNT SPECIFIED IN CLAUSE 11.3

Such amount which after deducting any Tax which the Seller must pay on the lump sum
received or which is withheld from such lump sum leaves a net amount equal to the Total
Project Cost (as hereafter defined) where service of the Termination Notice takes place after the
Full Commercial Operations Date, or such portion of the Total Project Cost as will have been
incurred by the Seller up to the date of the Termination Notice, where the Termination Notice is
served before the Full Commercial Operations Date.

For the purposes of this Agreement, the "Total Project Cost" shall mean the total cost (whether
direct, indirect or incidental) of completing the development, design, financing, construction,
installation, testing, commissioning, operation and maintenance (other than operation and
maintenance costs incurred in relation to a Unit after such Unit has been Commissioned) of the
Plant (as more particularly set out in the final audited financial model for the Project approved
by the Lenders (the "Audited Financial Model") immediately prior to disbursement of funds to
the Seller, including (without limitation) development, construction and commissioning costs,
financing costs and fees, interest during construction, insurance costs, development fees,
construction management costs, start -up costs and contingencies.

Where service of the Termination Notice takes place after the Full Commercial Operations Date,
the Total Project Cost shall be reduced from the Full Commercial Operation Date by deducting
there from an assumed depreciation rate equivalent to five per cent (5%) per annum (or pro rata
for any part of a year) for each year (or part thereof) from the Full Commercial Operation Date
to the date of the Termination Notice. Where service of the Termination Notice takes place
before the Full Commercial Operations Date no such reduction in the Total Project Cost (by
way of depreciation) shall be made and Total Project Costs shall only be in relation to those
costs which have been incurred as at the date of service of the Termination Notice (whether or
not such costs have become due and payable).

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Standardised PPA for large renewable energy generators (greater than 10 MW)

APPENDIX G - PARTICULARS OF THE LENDERS

38