EXHIBIT 4.6
AGREEMENT BETWEEN WESTERN WIND ENERGY CORPORATION
AND THE ARIZONA POWER AUTHORITY
This Agreement between the Western Wind Energy Corporation,
("Corporation") a Canadian Corporation incorporated under the laws of British
Columbia, Canada (and authorized to do business in Arizona), and the Arizona
Power Authority, a body corporate and politic of the State of Arizona
("Authority"), collectively referred to as the "Parties", is entered into for
the purposes of establishing confidentiality, gathering and exchanging data
and securing preliminary land rights.
The Parties agree to explore opportunities relative to the development
of wind generation facilities within the State of Arizona. To this end, the
Parties agree to share general and technical information, conduct wind data
research, and evaluate the feasibility of establishing wind generation facility
sites.
The Corporation agrees to provide all funding for and bear all
liabilities and financial risks associated with all research and data gathering,
including providing and removing all equipment associated therewith, obtaining
necessary permits and rights-of-way, and any environmental or wildlife damage
resulting from the installation, operation and removal of above-referenced
equipment. The Corporation agrees to indemnify and hold the Authority harmless
against all liability, and expenses, including government assessments, physical
damage or injuries to any person or property (including legal fees, deposition
and court costs, and other reasonable fees and expenses) incurred by the
Authority or any of its Commissioners, officers, employees, agents, contractors,
or subcontractors arising out of or related to this Agreement. Notwithstanding
the foregoing, this indemnity shall not apply to the extent that a court of
competent jurisdiction in a final judgment that has become non-appealable shall
determine that such expenses, losses, claims, actions, damages or liabilities to
which the Authority may be subject were directly caused by the gross negligence,
bad faith or willful misconduct of the Authority.
The Authority agrees to assist the Corporation in acquiring permits,
easements, and rights-of-way within the State of Arizona from appropriate
agencies necessary for data gathering and site evaluation purposes only. The
Authority also agrees to assist the Corporation in evaluating potential
electrical interconnections. The Authority will be responsible for its internal
costs incurred related hereto. The Parties further agree to maintain the
confidentiality of proprietary data and information shared by the Parties under
this Agreement for a period of three years from the date hereof, subject to the
provisions of State and Federal law.
The Parties agree that either may voluntarily withdraw from this
Agreement upon 30-days' written notice. Upon withdrawal of either of the
Parties, this Agreement becomes null and void with no further obligation or
penalty. In the event this Agreement is terminated for any reason, any permits,
easements, or rights-of-way in which the Authority has any right or interest,
may be assigned by the Authority to the Corporation or surrendered to the
issuing agency. Arizona law, without regard to principles of conflict of law,
shall control this Agreement.
Agreed to this 24th day of February, 2003 Agreed to this 24th day of February, 2003
BY: -s- Xxxxxx Xxxxxxxxxx BY: -s- Xxxxxxx Ciachurski
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Xxxxxx Xxxxxxxxxx Xxxxxxx Ciachurski
Executive Director President
Arizona Power Authority Western Wind Energy Corporation
WITNESSED this 24th day of February, 2003 WITNESSED this 24th day of February, 2003
-s- Xxxx X. Delant -s- Xxxx X. Xxxxxxx
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Exec. Secretary Title Title
LOCATION: Phoenix, AZ LOCATION:____________________________
XXXX X. XXXXXXX
Barrister, Solicitor
XXXXX 0000, 000 XXXX XXXXXX
XXXXXXXXX. X.X. X0X 0XX
TELEPHONE (000) 000-0000
