Blue Sphere Corporation (OTCMKTS:BLSP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry Into a Material Definitive Agreement
On December 5, 2017, Blue Sphere Corporation (the “Company”), through its wholly-owned subsidiary in the Netherlands, Blue Sphere Brabant B.V. (“Blue Sphere Brabant”), entered into a Turnkey Agreement for the Design, Construction and Delivery of a Biogas Plant, dated as of December 4, 2017 (the “EPC Agreement”) with Anaergia B.V., a private company with limited liability in the Netherlands (“Anaergia”). to the EPC Agreement, Anaergia will perform the design, supply, engineering, procurement, assembly, commissioning and delivery of a biogas plant (the “BSB Facility”) with an upgraded biomethane design output capacity of 24,000,000 Nm3/year (or respectively 2,923Nm³/h), for the fixed price of €22,500,000 payable in accordance with scheduled milestones, with the final payment becoming due upon delivery of a final completion certificate.
The term of the EPC Agreement is based on the project construction and workflow completion plan, subject to amendment to the terms of the EPC Agreement. Either party may terminate the EPC Agreement upon a substantial breach of performance following a 4-week cure period or the bankruptcy/insolvency of the other party. Blue Sphere Brabant may terminate the EPC Agreement for a gross violation of work quality or safety regulations, subject to a 5-day cure period. Anaergia may terminate the EPC Agreement for a failure of Blue Sphere Brabant to make specified reimbursements or a failure to make requirement payments within 30 days of demand.
Also on December 5, 2017, Blue Sphere Brabant entered into a Service, Maintenance and Operation Agreement, dated as of December 4, 2017, with Anaergia (the “O&M Agreement”), to which Anaergia will provide the day-to-day operation, service and maintenance at the BSB Facility. The O&M Agreement is for a term of 12 years beginning on the date that the BSB Facility achieves substantial completion, as defined in the EPC Agreement. During the term of the O&M Agreement, Anaergia will receive a fixed fee and pass through costs of €2,741,880 per year exclusive of VAT, paid monthly.
Either party may terminate the O&M Agreement upon a bankruptcy/insolvency of the other party. Blue Sphere Brabant may terminate the O&M Agreement upon Anaergia’s (a) material breach of performance following a 60 day cure period; (b) failure to comply with the Performance Guarantee (as defined below) in any year of operation; or (c) inability to obtain or maintain the insurance coverage required by the O&M Agreement. Anaergia may terminate the O&M Agreement for failure of Blue Sphere Brabant to make three consecutive payments of the monthly fee under the O&M Agreement.
Anaergia guaranteed its performance under the EPC Agreement and O&M Agreement by a Performance Guarantee Agreement, dated as of December 4, 2017 (the “Performance Guarantee”). The Performance Guarantee provides for a guaranteed operation level at the BSB Facility of 22,680,000 Nm³/year, which is 94.5% of the output capacity, and specified maximum consumptions of consumables (electricity, water, caustic soda and diesel).
All obligations by both parties under the EPC Agreement, O&M Agreement and Performance Guarantee are not presently effective, and will become effective upon the Company’s closing of a financing agreement for the construction of the BSB Facility within 18 months.
The foregoing descriptions of the EPC Agreement, O&M Agreement and Performance Guarantee do not purport to be complete and are qualified in their entirety by reference to the full text of the EPC Agreement, O&M Agreement and Performance Guarantee, as filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Turnkey Agreement for the Design, Construction and Delivery of a Biogas Plant, dated as of December 4, 2017, between Blue Sphere Brabant B.V. and Anaergia B.V. |
| 10.2 | Service, Maintenance and Operation Agreement, dated as of December 4, 2017, between Blue Sphere Brabant B.V. and Anaergia B.V. |
| 10.3 | Performance Guarantee Agreement, dated as of December 4, 2017, between Blue Sphere Brabant B.V. and Anaergia B.V. |
BLUE SPHERE CORP. ExhibitEX-10.1 2 ex10-1.htm TURNKEY AGREEMENT Blue Sphere Corporation 8-K Exhibit 10.1 Dated: 4 December 2017 (1) Blue Sphere Brabant B.V. (2) Anaergia B.V. turnkey AGREEMENT FOR the design,…To view the full exhibit click here
About Blue Sphere Corporation (OTCMKTS:BLSP)
Blue Sphere Corporation is a global clean energy company. The Company develops, manages and owns waste-to-energy and other renewable energy projects. It is an international build, own and operate company (BOO) active around the world in the clean energy production and organics to energy markets. The Company is focused on approximately 10 projects related to the construction, acquisition or development of biogas facilities. It is carrying out a range of waste-to-energy projects around the world with capacities ranging between 1 to 5 megawatts. It has a waste to energy anaerobic digester of approximately 5.2 megawatts plant in Charlotte, North Carolina. The Company operates a waste to energy anaerobic digester of approximately 3.2 megawatts plant in Johnston, Rhode Island. The Company has a waste to energy anaerobic digester of approximately five megawatts plant in Ramat Chovav, Israel. As of September 30, 2015, the Company had not generated any revenues.
