Attached files
| file | filename |
|---|---|
| 10-K - HNO International, Inc. | v211066_10k.htm |
| EX-14.01 - HNO International, Inc. | v211066_ex14-01.htm |
| EX-10.11 - HNO International, Inc. | v211066_ex10-11.htm |
| EX-31.01 - HNO International, Inc. | v211066_ex31-01.htm |
| EX-32.02 - HNO International, Inc. | v211066_ex32-02.htm |
| EX-32.01 - HNO International, Inc. | v211066_ex32-01.htm |
| EX-10.23 - HNO International, Inc. | v211066_ex10-23.htm |
| EX-10.17 - HNO International, Inc. | v211066_ex10-17.htm |
| EX-99.01 - HNO International, Inc. | v211066_ex99-01.htm |
| EX-10.24 - HNO International, Inc. | v211066_ex10-24.htm |
| EX-10.26 - HNO International, Inc. | v211066_ex10-26.htm |
| EX-10.04 - HNO International, Inc. | v211066_ex10-04.htm |
| EX-10.18 - HNO International, Inc. | v211066_ex10-18.htm |
| EX-10.25 - HNO International, Inc. | v211066_ex10-25.htm |
| EX-10.06 - HNO International, Inc. | v211066_ex10-06.htm |
| EX-31.02 - HNO International, Inc. | v211066_ex31-02.htm |
| EX-10.19 - HNO International, Inc. | v211066_ex10-19.htm |
POWER
PURCHASE AGREEMENT
THIS
POWER PURCHASE AGREEMENT (the “Agreement”) is entered into this 5th day of
December 2010 between:
Romblon State University, a
Philippine State University with principal office address at Odiongan, Romblon
herein represented by its President, DR. JETER S. SESPEÑE and
herein referred to as “OFFTAKER”.
- And
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CLENERGEN CORPORATION, a
company organized and existing under the laws of the United States of America
with its principal offices at 5379 Lyons Road, Suite 301, Coconut Creek, Florida
33073 represented herein by its Chairman, MARK LM QUINN, hereinafter
referred to as the “SUPPLIER”.
(Each a
“Party” and together the “Parties”).
RECITALS:
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A.
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OFFTAKER
is a University located in Romblon Island, Philippines. The OFFTAKER is
planning to increase the capacity of the University and requires an
uninterrupted supply of electricity
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B.
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SUPPLIER
is engaged in the business of supplying power, but particularly energy
from renewable resources, in other countries and now seeks to impart their
technology to the Philippines.
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C.
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The
Parties desire then to enter into this Agreement to define their
respective rights and obligations regarding the supply of electricity to
OFFTAKER by SUPPLIER.
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NOW,
THEREFORE in view of the foregoing premises and in consideration of the mutual
covenants and agreements hereinafter set forth, the Parties hereby agree as
follows:
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1.
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Definitions
and Interpretation
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1.1
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Definitions. Wherever
used in this Agreement, Schedules, Attachments or Annexes, unless the
context otherwise requires, will use definitions according to the
Philippine Distribution Code.
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1.2
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Ordinary
words will use definitions according to the Webster
dictionary.
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1.3
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Abbreviations
in this agreement are based on standard engineering
abbreviations
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2.
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Scope
of Agreement
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2.1
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General. It is
understood that, except as otherwise expressly provided in this Agreement,
the OFFTAKER shall only pay for actual energy
delivered.
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2.2
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Responsibilities of
SUPPLIER. At its own cost, SUPPLIER shall be responsible
for the following:
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(a)
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The
control and possession, operation and maintenance of the Power Station,
including obtaining all necessary government consents, including
environmental approvals, required in connection with the Power Station, in
accordance with good industry practice, the technical parameters set forth
as required by the offtaker and in compliance with Applicable
Law. Provided that, the SUPPLIER shall not be held liable for
any deficiency/ies arising from the requirements of any Government
Consents, including but not limited to the Environmental Compliance
Certificate (ECC), which occurred prior to the SUPPLIER’s control and
possession of the Site;
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(b)
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Making
available for dispatch by OFFTAKER the generating capacity in accordance
with the needs of the OFFTAKER of this
Agreement;
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(c)
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Acquisition
of the Site by purchase, lease or any other arrangement entitling SUPPLIER
to possession and occupation thereof until the termination of Commercial
Operations Period;
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(d)
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Cooperate
with and assist OFFTAKER in securing any contract with, consent of or
approvals from the Energy Regulatory Commission (the “ERC”), and any other
office or agency or Government Authority necessary for the operation of
Power Station and implementation of this
Agreement;
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(e)
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At
its own cost, source, supply and arrange for the delivery of fuel to the
Power Station, including providing for fuel storage facility, until the
end of the Commercial Operations period;
and
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(f)
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Generate
and supply the electricity requirements of OFFTAKER up to the Net Expected
Energy level and deliver at the Delivery Point/s in accordance with the
terms of this Agreement.
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2.3
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Responsibilities of
OFFTAKER. At its own cost, OFFTAKER shall be responsible for the
following:
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(a)
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Dispatch
power from the Power Station in accordance with the Dispatch Protocols
that will be agreed by both parties and will become apart of this
PPA.
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(b)
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Provide
the Payment Security and make payments in
accordingly,
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(c)
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Obtain
any contract with OFFTAKER or such other parties, the consent of or
approvals from necessary government authorities to enable OFFTAKER’s
system to take electricity from the Power Station and in implementation of
this Agreement;
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(d)
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Cooperate
with and assist SUPPLIER in providing information, acknowledgements,
confirmations and consents necessary for SUPPLIER to obtain financing for
the Power Station;
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(e)
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Cooperate
with and assist SUPPLIER in identifying and making available for lease
suitable generation sites for the Power Station that may be owned by
OFFTAKER at mutually agreed prices;
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(f)
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Cooperate
with and assist SUPPLIER (at SUPPLIER’s cost) in procuring any required
rights of way to enable SUPPLIER to connect to the
Sub-transmission System or distribution system, as the case may
be; and
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(g)
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Operate
and maintain its distribution system on its plant as to achieve the
reliability indices set by the ERC in compliance with the Philippine
Distribution Code.
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2.4
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Control of the Power
Station. SUPPLIER shall at all times maintain possession
and control of the Power Station and all the structures, fixtures,
fittings, machinery and equipment on the Site or used in connection with
the Power Station.
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3.
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Term
and Effective Date
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3.1.
Term. This Agreement shall be valid for fifteen (15)
years from the effectivity date agreed upon by both parties, unless
extended or earlier terminated upon mutual consent by both Parties.
“Effectivity date” shall commence on the first business day immediately
following the day when corporate approvals and other requirements, and
government consents, as well as performance bonds have been
delivered/secured.
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3.2. Failure to Achieve
Effective Date. In the event that Effective Date does
not occur within three (3) months from the date agreed in this
Agreement, this Agreement shall be deemed terminated, unless the Parties
agree in writing to a waiver of any or all the conditions in Section 3.1
above or to an extension of the period to achieve Effective
Date. In case of termination pursuant to this Section, the
confidentiality provisions of Section 15 shall survive for two (2) years
following the Termination Date.
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4.
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Commercial
Operations
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4.1. Commencement of Commercial
Operations Period. Commercial Operations period
shall begin no later than twelve (12) months from Effective Date (“Target
Commercial Operations Date”). Failure to meet the Target
Commercial Operations Date shall be governed by the provision to be
established by both parties within thirty days from the signing of this
agreement and will become part of this
PPA.
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5.
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Supply
of Electricity
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5.1.
Supply. SUPPLIER agrees to sell electricity and OFFTAKER
agrees to take up to 1MW/h of electricity delivered from the Power Station
in accordance with the Delivery Procedures that will be set out in a
schedule that will be established when the OFFTAKER’S PLANT operating load
and procedures have been established. This schedule will then be set as
part of the Dispatch Protocols.
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5.2. Delivery
Points. The place for delivery of electricity shall be
at designated metering points. Title to and all risk associated
with electricity from the Power Station shall pass to OFFTAKER at the
Delivery Points. Each Party shall be responsible for the
maintenance and operation of the equipment owned by it or under its
dominion and control.
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6.
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Total
Fee and Charges
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6.1. Total
Fee. SUPPLIER is entitled to receive payment for the
supply of electricity from the Power Station during a Billing Month, equal
to the Total Fee calculated using Formula 1 as
follows:
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Total Fee = Cost of delivered Power +
Value Added Taxes.
Total Fee = PhP 6.50 +
VAT (in US$ @ 43:1) = US$
0.151 + VAT
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6.2. Billing to
OFFTAKER. Within five (5) business days from the end of
each Billing Month during the Commercial Operations Period, SUPPLIER shall
deliver to OFFTAKER the SUPPLIER invoice setting forth the amount out of
the Total Fee that is due from OFFTAKER for the preceding Billing
Month.
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6.4. Payments. Each
SUPPLIER Invoice shall be due and payable no later than 30 calendar days from
receipt of SUPPLIER invoice by OFFTAKER (“Payment Period”). All sums
indicated in the SUPPLIER invoice shall be paid by OFFTAKER in Philippine Pesos,
free and clear of any deductions, bank draft delivery charges,
set-offs, counterclaims, taxes, etc.. Delayed payments shall be subject to
interest at the rate of 12% per annum from the due date.
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7.
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Force
Majeure. Both Parties shall be excused from performing
their respective obligations under this Agreement upon the occurrence of
an Event of Force Majeure for a period not exceeding 30
days. In case of Force Majeure, the Commercial Operations
Period shall be extended, without need of further agreement or consent, by
such number of days necessary to allow SUPPLIER to supply the
kWh-shortfall in the Net Expected Energy during the Temporary Force
Majeure Period.
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8.
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Insurance
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Upon
Commercial Operations Date, the Parties shall obtain and maintain, or cause to
obtain and maintain through its contractor/s, the insurance policies required by
Applicable Law and such other insurance covers under commercially reasonable
terms. Such policies should cover insurable events affecting or
causing damage to the Power Station and determining, with both parties’
agreement, where the insurance proceeds will be
directed. Indemnification procedures shall follow standard insurance
policies, as agreed upon by both parties.
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9.
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Disputes
and Arbitration.
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In case
of failure to settle disagreements and disputes between the PARTIES, either
Party may refer the matter for arbitration under UNCITRAL
Rules. The proceedings shall be conducted in English and the
decision of the arbitration panel shall be final and binding on the
Parties. The arbitration shall take place in Metro
Manila. Judgment on the award may be entered by any court of
competent jurisdiction.
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13.
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Assignment
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This
Agreement shall be binding upon the Parties hereto, their successors and
assignees. Each Party may assign its respective rights and
obligations under this Agreement subject to prior written notice and consent of
the other party.
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14.
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Confidentiality
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Each
Party agrees that it, its employees, officers, directors, and agents will hold
in confidence all information, documentation, data or 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 Party’s prior written
approval;
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15.
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Miscellaneous
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15.1
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Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the Republic of the
Philippines.
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15.2
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No
Partnership. Nothing contained in this Agreement shall be
construed to create an association, trust, partnership, or joint venture
or impose a trust or partnership duty, obligation, or liability on or with
regard to either Party, or to create any principal/agent relationship
between the Parties, or to create any duty, standard of care or liability
to any person or entity not a Party hereto. Each Party shall be
liable individually and severally for its own obligations under this
Agreement.
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15.2.
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Notices. Unless
otherwise stated, each communication to be made hereunder shall be made in
writing and delivered in person, by hand, air mail, telex, facsimile or
established courier service to the other Party and which notice shall be
effective upon receipt.
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15.3.
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Separability. If
any provision of this Agreement shall be determined to be invalid, such
provision shall be deemed separate and distinct, and the remainder of this
Agreement shall remain in full force and effect, provided that the
remaining provisions are sufficient to render to each Party the benefits
contemplated hereby.
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15.4.
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Amendments
and Additions. This Agreement will serve as the basic and
general guideline for the supply and use of electric power by both
PARTIES. Both PARTIES agree that provisions will be added or amended as
both PARTIES proceed with the establishment of their plants and
facilities. Each additional provisions, amendment or modifications may be
included in this main agreement only after extensive consultations and
discussions that will lead to mutual agreement and a written instrument
signed by both of the Parties.
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IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in
more than one copy each of which shall be deemed to be an original as of the
date of this Agreement.
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CLENERGEN
CORPORATION
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ROMBLON
STATE UNIVERSITY
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By
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By
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/s/Mark LM Quinn
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/s/ Jeter Sespene
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MARK
LM QUINN
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JETER
SESPENE
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Chief
Executive Officer
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President
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Signed in
the presence of :
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