| MEMORANDUM OF UNDERSTANDING
between (1) Brookfield Renewable UK Limited and (2) Larbrax Wind Farm Community Liaison Group |
|
Date: April 2017 |
| CONTENTS | ||
| Clause | Page No | |
| 1. | The Beneficiaries | 2 |
| 2. | Community Benefit Contribution | 2 |
| 3. | Beneficiaries of the Community Benefit Contribution | 3 |
| 4. | Accounts and other information | 3 |
| 5. | Costs | 3 |
| 6. | Governing law and jurisdiction | 3 |
MEMORANDUM OF UNDERSTANDING
between
- Brookfield Renewable UK Limited (formerly PNE Wind UK Limited), a private limited company incorporated in England and Wales with registered number 06636519 and having its registered office at 99 Bishopsgate, London, EC2M 3XD (the “Developer”), and
- Larbrax Wind Farm Community Liaison Group, a group established to ensure that there was full and transparent engagement and consultation with the local community in connection with the Wind Farm (as hereinafter defined) (the “Larbrax CLG”).
BACKGROUND
- The Developer has been granted consent for the Larbrax Wind Farm located on the North Rhins Peninsula in Dumfries and Galloway (the “Wind Farm”).
- The Developer intends to enter into a community benefit agreement in relation to the Wind Farm for the benefit of the residents and constituted community groups in the surrounding areas of the Wind Farm. This Memorandum of Understanding sets out the proposed community benefit arrangements which the Developer intends to put in
- The terms set out in this Memorandum of Understanding are subject to a further contract to be entered into between the Developer and the CB Entity (as hereinafter defined) and this Memorandum of Understanding does not set out an exhaustive list of matters to be incorporated into that contract. This Memorandum of Understanding is not legally binding except as expressly stated
AGREED UNDERSTANDING
- The Beneficiaries
The parties confirm that a single community benefit entity shall be established by Larbrax CLG (the “CB Entity”) following receipt by the Developer of all necessary consents for the Wind Farm and prior to the Developer commencing construction of the Wind Farm.
The CB Entity shall then enter into a community benefit agreement with the Developer on the terms set out in this Memorandum of Understanding (the “Community Benefit Agreement”) and the parties agree that the CB Entity shall comprise representatives from each of the following community groups:
- Leswalt Community Association;
- Kirkcolm Community Council;
- Stoneykirk Community Council;
- Portpatrick Community Council; and
- Stranraer Community Council**
** Stranraer Community Council is to consider requests for funding which may come forward from residents and groups within the geographic area of Ochtrelure & Belmont.
2. Community Benefit Contribution
The Developer intends to contribute to the CB Entity, pursuant to the Community Benefit Agreement:
- an amount equal to £5,000 per megawatt of the installed capacity of the Wind Farm per annum for the duration of the generating life of the Wind Farm subject to the Wind Farm being constructed and becoming operational (the “Community Benefit Contribution”). The first annual instalment shall be due within 30 days of the first date of commercial electricity generation of the Wind Farm (other than for testing purposes) (the “Commissioning Date”). The Community Benefit Contribution shall be index linked to the retail price index and shall increase by the same proportion as the retail price index has increased from the Commissioning Date; and
- a one-off payment of £1,500 per megawatt of anticipated installed capacity (the anticipated installed capacity being 20 megawatts or such other number as the Developer shall notify to the CB Entity in writing from time to time) shall be due within 30 days of the commencement of construction of the Wind
As at the date of this Memorandum of Understanding, the Developer anticipates that the Wind Farm shall have an installed capacity of around 20 megawatts and a generating life of approximately 25 years. Larbrax CLG acknowledges that the estimated installed capacity and duration of generating life of the Wind Farm stated in this Memorandum of Understanding are indicative and that they may fall below or exceed these values.
3. Beneficiaries of the Community Benefit Contribution
The parties agree that the Community Benefit Contribution shall be ring fenced and distributed in the following percentages by the CB Entity for the benefit of the following groups:
| Community group | Percentage of the total amount of the Community Benefit Contribution |
| Leswalt Community Association | 20% |
| Kirkcolm Community Council | 20% |
| Stoneykirk Community Council | 20% |
| Portpatrick Community Council | 20% |
| Stranraer Community Council | 20% |
4. Accounts and other information
Larbrax CLG shall procure (so far as they are lawfully able to) that the CB Entity prepares annual reports and annual accounts demonstrating how the Community Benefit Contribution has been distributed and provides the parties with such other information as they may reasonably require from time to time.
5. Costs
- This paragraph is legally
- Each of the parties shall pay their own costs and expenses in connection with the negotiation, preparation and execution of this Memorandum of
- The parties agree that all properly and reasonably incurred costs and expenses in connection with the ongoing management and administration of the CB Entity and Community Benefit Contribution shall be settled from the Community Benefit.
6. Governing law and jurisdiction
- This paragraph is legally
- The formation, existence, construction, performance, validity and all aspects whatsoever of this Memorandum of Understanding or any term of it (including non-contractual disputes or claims) shall be governed by Scots
- The Scottish courts shall have exclusive jurisdiction to settle any disputes (including non- contractual disputes or claims), which may arise out of or in connection with this Memorandum of Understanding. The parties irrevocably agree to submit to that jurisdiction.
IN WITNESS WHEREOF these presents consisting of this and the preceding two pages have been subscribed as follows:
| Subscribed for and on behalf of Brookfield Renewable UK Limited acting by
at on in the presence of: Witness Signature: Name: Address: |
)
) ) |
…………………………………………………………………… Director / Authorised Person |
|
Subscribed for and on behalf of Larbrax Wind Farm Community Liaison Group acting by
at on
in the presence of: Witness Signature: Name: Address: |
) ) ) |
…………………………………………………………………… Authorised Person |
| Subscribed for and on behalf of Larbrax Wind Farm Community Liaison Group acting by
at on
in the presence of: Witness Signature: Name: Address: |
)
) ) |
…………………………………………………………………… Authorised Person |
| Subscribed for and on behalf of Larbrax Wind Farm Community Liaison Group acting by
at on
in the presence of: Witness Signature: Name: Address: |
)
) ) |
…………………………………………………………………… Authorised Person |
| Subscribed for and on behalf of Larbrax Wind Farm Community Liaison Group acting by
at on
in the presence of: Witness Signature: Name: Address: |
)
) ) |
…………………………………………………………………… Authorised Person |
| Subscribed for and on behalf of Larbrax Wind Farm Community Liaison Group acting by
at on
in the presence of: Witness Signature: Name: Address: |
)
) ) |
…………………………………………………………………… Authorised Person |