Attached files
| file | filename |
|---|---|
| 10-K - SUNOVIA FORM 10-K - Evolucia Inc. | form10k.htm |
| EX-32.1 - EXHIBIT 32.1 - Evolucia Inc. | ex321.htm |
| EX-31.2 - EXHIBIT 31.2 - Evolucia Inc. | ex312.htm |
| EX-31.1 - EXHIBIT 31.1 - Evolucia Inc. | ex311.htm |
| EX-10.44 - EXHIBIT 10.44 - Evolucia Inc. | ex1044.htm |
| EX-10.43 - EXHIBIT 10.43 - Evolucia Inc. | ex1043.htm |
| EX-10.39 - EXHIBIT 10.39 - Evolucia Inc. | ex1039.htm |
| EX-10.40 - EXHIBIT 10.40 - Evolucia Inc. | ex1040.htm |
| EX-10.37 - EXHIBIT 10.37 - Evolucia Inc. | ex1037.htm |
| EX-10.38 - EXHIBIT 10.38 - Evolucia Inc. | ex1038.htm |
| EX-10.41 - EXHIBIT 10.41 - Evolucia Inc. | ex1041.htm |
| EX-10.42 - EXHIBIT 10.42 - Evolucia Inc. | ex1042.htm |
Exhibit 10.36
July 7,
2009
Sirs
Parque Cibernetico de Santo
Domingo, S. A. Santo
Domingo
Dominican
Republic
Dear
Sirs:
Set forth
herein are the principal terms and conditions that Sunovia Energy Technologies,
Inc., an American company, domiciled at 6408 Parkland Drive, Suite 104,
Sarasota, Florida 34243, United States of America (hereinafter Sunovia), and
Parque Cibernetico de Santo Domingo, S. A. (hereinafter the "Parque"), a
Dominican company, domiciled at Autopista Las Americas Km 27 'A, La Caleta, Boca
Chica, Provincia de Santo Domingo Este, Dominican Republic, have discussed to
this date, in order to undertake a joint venture with regard to the development
and installation by Sunovia of a 20 MW solar plant facility within the property
of the "Parque" (the Solar Plant), based on the feasibility study to be carried
out by Sunovia and a provisional concession that is to be granted by the
Comision Nacional de Energia de la Republica Dominicana (the Commission) under
the terms of the Law 57-08 on Renewable Energy (the "Renewable Energy
Law").
The
general terms that have been agreed upon by the Parties are the
following:
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1.
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20
MW Solar
Plant: Sunovia proposes to build and develop a 20 MW solar facility
using concentrator photovoltaic (CPV) solar energy technology, by the end
of year 2012, with up to an additional 80
MW (for a total of 100 MW) within the 12 months following its start
date. The start date shall be concreted by Sunovia upon the successful
conclusion of the tasks described in the Project Study Outline during the
provisional concession period. The evaluation and prospection studies
necessary for the installation and development of the Solar Plant shall
initiate as soon as Sunovia deems it practicable, once the Commission has
granted the provisional concession to that
end.
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2.
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The
Space: The Parque will provide Sunovia the land and/or
space necessary for the installation of the Solar Plant within the
perimeter of the Parque Cibernetico, at no cost, for a minimum of twenty
five (25) years starting at the end of the provisional concession period,
with subsequent 5-year automatic extensions provided certain parameters to
be agreed upon by the Parties in the definitive agreement, are met. The
geographical coordinates of the land/or space where the Solar Plant is
going to be installed will be determined in the definitive agreement. The
Parque hereby authorizes Sunovia to start using the Land in order to carry
out the studies, analysis, prospections, and in general, everything that
is required to explore the feasibility of the installation and development
of the Solar Plant, within the provisional concession period. The "Parque"
will fully cooperate with Sunovia so that Sunovia can obtain all that is
necessary to meet the Solar Plant required standards, in accordance with
the Project Study Outline.
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3.
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The
Facility: The "Parque" agrees to provide a twenty five
thousand (25,000) square feet facility satisfactory to Sunovia, within the
perimeter of the Parque Cibernetico, for a minimum five years term
beginning January 1st, 2011,
at a competitive market rate that is mutually agreeable to the parties,
for the assembly of the solar systems and potentially, LED lighting
fixtures.
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4.
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Marketing
and
Sale. The "Parque" will be responsible for marketing and selling,
on a non-exclusive basis, the solar energy generated by the Solar Plant to
its Customers as well as to Customers outside the perimeter of the Park
(collectively, "the Customers); and guarantees to Sunovia that any and all
energy generated by the Solar Plant will be purchased and paid for by the
Customers.
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The price
of sale per Kwh of the energy generated by Sunovia will be determined by The
Parties in the definitive agreement.
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5.
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Profit
Distribution: Sunovia and the "Parque" have agreed to a profit
distribution of fifty percent (50%) each, of the net income to be
eventually generated by the Solar Plant directly from the sale of solar
energy to Customers, provided that any Financing required will have to be
serviced prior to any profit split and provided such profit split will be
for the; same term of the use of the land and/or space. The financing
requirement will be determined by The Parties prior to the execution of
the final agreement. The "Parque" and Sunovia will define the legal
instrument that best fits the profit distribution agreement, whether it is
a Company, a shareholders agreement, a commercial agreement, among
others.
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6.
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Conditions
Precedent to a Definitive Agreement. The parties shall promptly
commence negotiation of: a) the definitive agreement regarding the land
or/and space where the Solar Plant is to be installed; b) the definitive
agreement regarding the 25,000 square feet facility; c) the determination
of the financial requirements and the profit distribution agreement
provided it is done separately and any other contract or agreement that
needs to be drafted to cover the issues negotiated. The execution of such
agreements shall be contingent upon (a) granting of the provisional
concession specified in Article 1 Letter i) and Article 16 of the
Renewable Energy Law by the Commission to Sunovia; and b) such agreements
indicated in letters a) b) and c) being satisfactory in form and substance
to the Parties. Whether or not the Parties enter into the definitive
agreements with respect to the proposed transaction, each of the parties
hereto will pay its own out-of-pocket expenses in connection with the
proposed transaction.
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7.
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Termination.
It is of great importance for Sunovia to benefit from the
incentives established by the Renewable Energy Law and its regulation.
Therefore, it is acknowledged by the "Parque" that Sunovia will apply
before the Commission for the provisional concession to carry out the
evaluation necessary for the construction of the Solar Plant, and later
on, based on the results of such evaluation, it will apply for the
definitive concession that will entitle Sunovia to benefit from the
incentives created by the Renewable Energy Law an its regulation. In the
event that Sunovia does not obtain the concessions and permits from the
Comision Nacional de Energia
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and/or
the permits from any other competent authority of the Dominican Republic, which
are material or necessary to build and develop the Solar Plant, it is understood
that this Letter of Intent shall be considered terminated, without any
liability, upon written notification from Sunovia to the "Parque". Likewise, in
the event that Sunovia decides not to carry out the Project, this Letter of
Intent will terminate without any liability for the Parties, upon written
notification from Sunovia to the "Parque" at least ten (10) days in
advance.
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8.
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Counterparts:
This letter of intent may be executed in two or more counterparts,
each of which may bear the execution of some or all of the parties but all
of which, taken together, shall constitute a single
instrument.
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This
letter supersedes any prior discussions or agreements of the
parties.
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9.
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Applicable
Law and Jurisdiction: The terms of this Letter of Intent shall be
governed by the laws of the Dominican Republic. In the event any conflict
arises with regard to the construction, interpretation, enforcement,
termination or any cause related directly to this Letter of Intent and/or
its subsequent definitive agreements, the Parties agree to submit the
litigation to binding arbitration, in accordance with the Ruling of
Arbitration of the Consejo de Conciliacion y Arbitraje de la Camara de
Comercio de Santo Domingo, Inc.
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Please
indicate your concurrence to the foregoing by signing the enclosed copy of this
letter and returning it to us at your earliest convenience.
Very
truly yours,
SUNOVIA
ENERGY TECHNOLOGIES, INC.
arl Smith
President and CEO
Accepted
by:
PARQUE CIBERNETICO DE SANTO DOMINGO,
S.A. on date:
July 7, 2009