Build Own Operate and Transfer A Build Own Operate and Transfer (BOOT) agreement is often used in infrastructure projects, allowing a private entity to build and operate infrastructure before transferring it to a public entity.
This Build Own Operate and Transfer (BOOT) Agreement (the "Agreement") is entered into and made effective as of this [Date], by and between [Private Entity Name], a [State] [Corporation/LLC/Partnership] (the "Developer"), and [Public Counterparty], a public authority organized under the laws of the United States (the "Public Authority") (individually a "Party" and collectively the "Parties").
2.1. Project Description
The Liberty Energy Park (the "Project") consists of the design, construction, financing, ownership, operation, and maintenance of an energy generation facility and associated transmission infrastructure. The Project will be located in [Location] and have an installed capacity of [Capacity] megawatts.
2.2. Development Period
The Developer shall complete the design, financing, and construction of the Project within a Development Period commencing on the Effective Date and lasting [Number of Years] years (the "Development Period").
3.1. Development and Construction
The Developer shall, at its own expense and risk, design, engineer, finance, construct, test, commission, and complete the Project in compliance with the timeline, specifications, terms, and conditions set forth in the Agreement. The Developer shall obtain, maintain and comply with all permits and licenses required, and adhere to all applicable laws and regulations.
3.2. Operation and Maintenance
The Developer shall operate and maintain the Project in a safe, efficient, and environmentally sound manner, complying with applicable laws, regulations, and industry standards. The Developer shall enter into a maintenance agreement with a qualified maintenance service provider to ensure optimum performance and operational efficiency throughout the Operation Period.
3.3. Insurance Coverage
The Developer shall procure and maintain adequate insurance coverage for the Project, including but not limited to, construction insurance, property damage insurance, commercial general liability insurance, and worker's compensation insurance, with reputable and financially sound insurers.
4.1. Project Site
The Public Authority shall provide to the Developer access to the Project Site during the Development Period and the Operation Period. The Public Authority shall be responsible for obtaining and maintaining all rights and clearances associated with the Project Site.
The Public Authority shall cooperate with the Developer in obtaining necessary permits, licenses, and approvals required for the development, construction, and operation of the Project.
4.3. Regulatory Requirements
The Public Authority shall ensure that the Developer is made aware of their obligations under the applicable laws, regulations, and permits pertaining to the Project.
The Developer shall be solely responsible for obtaining and arranging the funding required for the development, construction, and operation of the Project. The Public Authority shall not be liable for any debt or financial obligations arising from the Developer's obligations under this Agreement.
6.1. Establishment of Revenue-Sharing Mechanism
The Parties shall establish a revenue-sharing mechanism, whereby the Developer shares a percentage of its net revenues generated by the Project with the Public Authority according to the terms and conditions set forth in this Agreement.
6.2. Revenue-Sharing Percentage
The Developer shall pay to the Public Authority a fixed percentage of the net revenues generated by the Project, as agreed between the Parties. The revenue-sharing percentage shall be determined based on a negotiated rate, taking into account the capacity of the Project, the investment costs, and other relevant factors.
6.3. Payment Procedure
Revenue-sharing payments shall be made by the Developer to the Public Authority quarterly, within sixty (60) days after the end of each quarter of each year during the Operation Period. The Developer shall provide the Public Authority with an audited report of the net revenues generated by the Project for the applicable quarter.
7.1. Transfer Date
The Project shall be transferred by the Developer to the Public Authority at the end of the Operation Period, which shall commence on the Commercial Operation Date and last [Number of Years] years (the "Operation Period"). The transfer date shall be the last day of the Operation Period (the "Transfer Date").
7.2. Transfer of Ownership
On the Transfer Date, the Developer shall transfer ownership and control of the Project to the Public Authority, free and clear of all liens and encumbrances. The transfer shall include all assets related to the Project, including, without limitation, land, improvements, buildings, equipment, and intellectual property.
7.3. Transfer Preparation
At least twelve (12) months before the Transfer Date, the Parties shall cooperate in preparing the Project for transfer, including but not limited to, preparing and providing operational and maintenance documentation, training personnel, and ensuring the readiness of the Project for continued operations by the Public Authority.
8.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States without regard to its conflict of law principles.
8.2. Dispute Resolution
In the event of any dispute, claim or controversy between the Parties arising out of or relating to this Agreement, the Parties shall first attempt to settle the dispute through good faith negotiations. If the dispute cannot be resolved through negotiation, the Parties shall submit the dispute to arbitration by a single arbitrator in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in the English language and shall take place in [Location]. The decision of the arbitrator shall be final and binding on the Parties.
Login to Create your Build Own Operate and Transfer now
In this Build Own Operate and Transfer, you will see the following sections:
Create your Build Own Operate and Transfer now