MaterialTerms of Agreements Summary ofDeed of Assignment pursuant to a Public-Private Partnership (PPP)
Exhibit 10.8
Material Terms of Agreements
Summary of Deed of Assignment pursuant to a Public-Private Partnership (PPP)
 | BIOCRUDE TECHNOLOGIES, INC. |  |
| GOVERNMENT OF THE AUTONOMOUS ISLAND OF GRANDE COMORE (MORONI) |
| CONTRACT SUMMARY |
| CONFIDENTIAL |
| Agreement Reference: | BIOCRUDE/MCMUC/AUTONOMOUS ISLAND OF GRANDE COMORE/MSW-LC/CA/2016/1 | Transaction Code: | BCT/MCMUC/MORONI/AUTONOMOUS ISLAND OF GRANDE COMORE/1 |
| Title of Agreement(s): | DEED OF ASSIGNMENT PURSUANT TO A PUBLIC-PRIVATE PARTNERSHIP (PPP) |
| Parties: | MINISTÈRE DE LA PRODUCTION, DE L'ENVIRONNEMENT, DE L'ÉNERGIE, DE L'INDUSTRIE ET DE L'ARTISANAT DE L’UNION DES COMORES; MINISTÈRE DES FINANCES, DE L’ÉCONOMIE, DU BUDGET DE L’INVESTISSEMENT ET DU COMMERCE EXTÉRIEUR CHARGÉ DES PRIVATISATIONS DE L’UNION DES COMORES; (All referred to as “Government”) & BIOCRUDE TECHNOLOGIES, INC. (referred to as “BioCrude”) |
| Date: | January 11, 2016 | Documentation Signed: | Yes |
| Changes/Amendments: | December 10, 2016 |
| Contract Object: | This Deed of Assignment embodies the engagement of the Assignor (Government) to authorize the Assignee (BioCrude) to Conceive, Design, Finance, Construct, Maintain and Exploit Municipal Solid Waste to Energy Complexes in the municipalities within the Autonomous Island of Grande Comore, Union of the Comoros to treat MSW, procure renewable energy and other inter-related marketable by-products (organic fertilizer, fly ash, primary materials for construction materials). |
| Principal Obligations and Undertakings: | BioCrude: to Develop MSW to Energy Complex (MSW-Energy) in Moroni, Autonomous Island of Grande Comore via BOOT. Government: to fully engage and execute the minimum guaranteed MSW (“Put or Pay”); Land and Treated Sewage Effluent Agreements, and the Power Purchase Agreement (PPA) with BioCrude (Exclusive); Grant the necessary Permits & Clearances; allow BioCrude to operate; Provide Sovereign Guarantees for the Execution of all Agreement Obligations and define BioCrude’s fiscal taxation policy (exempt from corporate income taxes for duration of contract, as well as all import duties, taxes, levies for all materials, equipment and rolling stock required for the development of the MSW to Energy complex) |
| Term/Duration: | 30 Years | Renewal option: | 30 Years |
| Termination Events, Procedures and Indemnities: | Yes; Party Default & Force Majeure; Procedures outlined in Agreements |
| Change of Control Clause: | Yes; to the Discretion of BioCrude Technologies, Inc. | Assignment Restrictions: | None |
| Governing Law: | Ontario, Canada | Dispute Resolution Jurisdiction: | Ontario, Canada |
| Force majeure: | Yes; standard and satisfactory to both parties. |
| Change of law: | Not applicable; prescribed contract (Grandfathered). Law at signature prevails for duration of term and renewal option. |
| Guarantees: | Sovereign Guarantees provided by Government of Autonomous Island of Grande Comore for FULL EXECUTION of their obligations in Contracts. |
| Limitation on Liability: | Yes; only due to Force majeure. |
| Exclusion of Liability: | None |
| Liquidated Damages: | Yes; upon breach of execution of obligations from either party. If Government is in breach, and relates to termination of contract, Government is liable to pay 250% of the accrued Capital Cost of the MSW-Energy project (as reflected in Concession and Power Purchase Agreements). |
| Penalties for Non-Performance: | None |
| Termination: | At end of term or option (to the discretion of BioCrude Technologies, Inc.), or if there is a breach from either party with no remedy related thereto (with penalty associations). |
| Intellectual Property Rights: | BioCrude Technologies, Inc. (FULL); No intellectual property transfer |
| Health, Safety & Environmental Issues: | Obligation to bring installations into compliance at start-up, and sustain throughout operation. |
| Performance Bond: | None | Additional Insurance: |
| Company Point of Contact: | Mr. John Moukas | Program Management: |
| Other Contract Issues: | None |
| Associated Contracts: | Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage / Effluent Agreement(s) and Power Purchase Agreement (PPA) |
Summary of Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage / Effluent Agreement
| | BIOCRUDE TECHNOLOGIES, INC. | |
| GOVERNMENT OF THE AUTONOMOUS ISLAND OF GRANDE COMORE (MORONI) |
| CONTRACT SUMMARY |
| CONFIDENTIAL |
| Agreement Reference: | BIOCRUDE/MCMUC/ GRANDE COMORE/MSW-LC/CA/2016/1 | Transaction Code: | BCT/MCMUC/MORONI/ GRANDE COMORE/1 |
| Title of Agreement(s): | MUNICIPAL SOLID WASTE CONCESSION AGREEMENT, LAND LEASE AGREEMENT & SUPPLY OF TREATED SEWAGE / EFFLUENT AGREEMENT |
| Parties: | MINISTÈRE DE LA PRODUCTION, DE L'ENVIRONNEMENT, DE L'ÉNERGIE, DE L'INDUSTRIE ET DE L'ARTISANAT DE L’UNION DES COMORES; MINISTÈRE DES FINANCES, DE L’ÉCONOMIE, DU BUDGET DE L’INVESTISSEMENT ET DU COMMERCE EXTÉRIEUR CHARGÉ DES PRIVATISATIONS DE L’UNION DES COMORES; LA VILLE DE MORONI; (All referred to as “Government”) & BIOCRUDE TECHNOLOGIES, INC. (referred to as “BioCrude”) |
| Date: | January 11, 2016 | Documentation Signed: | Yes |
| Changes/Amendments: | December 10, 2016 |
| Contract Object: | Develop, Construct, Operate, Maintain & Exploit an MSW to Energy Complex (MSW-Energy) in Moroni, Autonomous Island of Grande Comore via BOOT |
| Principal Obligations and Undertakings: | BioCrude: to Develop MSW to Energy Complex (MSW-Energy) in Moroni, Autonomous Island of Grande Comore via BOOT. Government: to supply minimum guaranteed MSW of 700 TPD (“Put or Pay”); Land, Treated Sewage Effluent; Grant the necessary Permits & Clearances; allow BioCrude to operate; Provide Sovereign Guarantees for the Execution of all Agreement Obligations, as well as RLC (as defined in Payment Terms below) to cover immediate payment default of Government. |
| Term/Duration: | 30 Years | Renewal option: | 30 Years |
| Termination Events, Procedures and Indemnities: | Yes; Party Default & Force Majeure; Procedures outlined in Agreements |
| Change of Control Clause: | Yes; to the Discretion of BioCrude Technologies, Inc. | Assignment Restrictions: | None |
| Governing Law: | Ontario, Canada | Dispute Resolution Jurisdiction: | Ontario, Canada |
| Force majeure: | Yes; standard and satisfactory to both parties. |
| Change of law: | Not applicable; prescribed contract (Grandfathered). Law at signature prevails for duration of term and renewal option. |
| Land Lease: | Area of land: | 12 Hectares | Lease Payment: | $1 US per 12 Hectares per year for the duration of term and option (no escalations), with compliant zoning and bldg. by-laws. |
| Supply of Treated Effluent by Government STP: | Off-Take: | Up to 10,000,000 Litres/Day | Resource Payment by BioCrude: | 0.0000001 USD per kilolitre (kL) |
| Minimum Amount of Delivered MSW (Guaranteed; Put or Pay): | 700 TPD; Refer to Schedule 1. | Tipping Fee: | Refer to Schedule 1. |
| Payment Terms: | Upon presentation of Invoice and offset from Revolving Letter of Credit (RLC) in the event of default; amount of escrowed RLC is for 12 months (times 1.5) of future payment, replenished quarterly. |
| Guarantees: | Sovereign Guarantees provided by Government of Autonomous Island of Grande Comore for FULL EXECUTION of their obligations in Contracts. |
| Limitation on Liability: | Yes; only due to Force majeure. |
| Exclusion of Liability: | None |
| Liquidated Damages: | Yes; upon breach of execution of obligations from either party. If Government is in breach, and relates to termination of contract, Government is liable to pay 250% of the accrued Capital Cost of the MSW-Energy project (as reflected in Concession and Power Purchase Agreements). |
| Penalties for Non-Performance: | None |
| Termination: | At end of term or option (to the discretion of BioCrude Technologies, Inc.), or if there is a breach from either party with no remedy related thereto (with penalty associations). |
| Intellectual Property Rights: | BioCrude Technologies, Inc. (FULL); No intellectual property transfer |
| Health, Safety & Environmental Issues: | Obligation to bring installations into compliance at start-up, and sustain throughout operation. |
| Performance Bond: | None | Additional Insurance: |
| Company Point of Contact: | Mr. John Moukas | Program Management: |
| Other Contract Issues: | None |
| Associated Contracts: | Power Purchase Agreement (PPA) & Deed of Assignment pursuant to a Public-Private Partnership (PPP) |
Summary of Power Purchase Agreement (PPA)
| | BIOCRUDE TECHNOLOGIES, INC. | |
| GOVERNMENT OF THE AUTONOMOUS ISLAND OF GRANDE COMORE (MORONI) |
| CONTRACT SUMMARY |
| CONFIDENTIAL |
| Agreement Reference: | BIOCRUDE/MCMUC/AUTONOMOUS ISLAND OF GRANDE COMORE/MSW-LC/CA/2016/1 | Transaction Code: | BCT/MCMUC/MORONI/AUTONOMOUS ISLAND OF GRANDE COMORE/1 |
| Title of Agreement(s): | POWER PURCHASE AGREEMENT (PPA) |
| Parties: | LE GESTION DE L'EAU ET DE L'ÉLECTRICITÉ AUX COMORES (MA-MWE); (referred to as “Procurer”) BIOCRUDE TECHNOLOGIES, INC.; (referred to as “Vendor”) & MINISTÈRE DE LA PRODUCTION, DE L'ENVIRONNEMENT, DE L'ÉNERGIE, DE L'INDUSTRIE ET DE L'ARTISANAT DE L’UNION DES COMORES; MINISTÈRE DES FINANCES, DE L’ÉCONOMIE, DU BUDGET DE L’INVESTISSEMENT ET DU COMMERCE EXTÉRIEUR CHARGÉ DES PRIVATISATIONS DE L’UNION DES COMORES; (All referred to as “Intervenants”) |
| Date: | January 11, 2016 | Documentation Signed: | Yes |
| Changes/Amendments: | December 10, 2016 |
| Contract Object: | Resale of Procured Electricity (All procured electricity, less what is required for the self-consumption needs of the MSW-Energy facility) under “Take or Pay” principle. |
| Principal Obligations and Undertakings: | BioCrude: to procure electricity from its developed MSW-Energy Project, using MSW as feedstock. Government: to buy all available electricity (net of project self-consumption needs) from BioCrude. Provide Sovereign Guarantees & Revolving Letter of Credit (1 year’s Revenues times 1.5) for the Execution of all Agreement Obligations. |
| Term/Duration: | 30 Years | Renewal option: | 30 Years |
| Termination Events, Procedures and Indemnities: | At end of term or option (to the discretion of BioCrude Technologies, Inc.), or if there is a breach from either party with no remedy related thereto (with penalty associations). |
| Change of Control Clause: | Yes; to the Discretion of BioCrude Technologies, Inc. | Assignment Restrictions: | None |
| Governing Law: | Ontario, Canada | Dispute Resolution Jurisdiction: | Ontario, Canada |
| Electricity Act: | The Autonomous Island of Grande Comore Law n°________ |
| Force majeure: | Yes; standard and satisfactory to both parties. |
| Change of law: | Not applicable; prescribed contract (Grandfathered). Law at signature prevails for duration of term and renewal option. |
| Resale of Electricity rates: | Refer to Schedule 1. |
| Payment Terms: | Upon presentation of Invoice and offset from Revolving Letter of Credit (RLC) in the event of default; amount of escrowed RLC is for 12 months (times 1.5) of future payment, replenished quarterly. |
| Guarantees: | Sovereign Guarantees provided by Government of Autonomous Island of Grande Comore for FULL EXECUTION of their obligations in Contracts. |
| Limitation on Liability: | Yes; only due to Force majeure. |
| Exclusion of Liability: | None |
| Liquidated Damages: | Yes; upon breach of execution of obligations from either party. If Government is in breach, and relates to termination of contract, Government is liable to pay 250% of the accrued Capital Cost of the MSW-Energy project (as reflected in Concession and Power Purchase Agreements). |
| Penalties for Non-Performance: | None |
| Termination: | At end of term or option (to the discretion of BioCrude Technologies, Inc.), or if there is a breach from either party with no remedy related thereto (with penalty associations). |
| Intellectual Property Rights: | BioCrude Technologies, Inc. (FULL); No intellectual property transfer |
| Health, Safety & Environmental Issues: | Obligation to bring installations into compliance at start-up, and sustain throughout operation. |
| Regulations regarding Electricity Act of Autonomous Island of Grande Comore: | Obligation to bring installations into compliance to the standards established by the Electricity Act of Autonomous Island of Grande Comore, at start-up, and sustain throughout operation. |
| Performance Bond: | None | Additional Insurance: |
| Company Point of Contact: | Mr. John Moukas | Program Management: |
| Other Contract Issues: | None |
| Associated Contracts: | Municipal Solid Waste Concession Agreement, Land Lease Agreement & Supply of Treated Sewage / Effluent Agreement(s) & Deed of Assignment pursuant to a Public-Private Partnership (PPP) |
