2014年海外光伏投资范本合同(英文版)

PROJECT COMMITMENT AGREEMENT (ON PAKISTAN STAMP PAPER) This Project Commitment Agreement (“PCA”) is made at [---------------.] on this [------------.]         day of 2014  by and between:-                                  (1)    The Additional Chief Secretary Energy, on behalf of the Province of Punjab (hereinafter referred to as the “First Party” which expression shall, where the context so permits, be deemed to mean and includes its successors-in-interest, administrators and assigns); AND (2)    [M/s----------- (Pvt.) Limited], and having its registered office at, ----------------------- acting through its duly authorized [Managing Director] Mr. ------- s/o holding CNIC No./Passport No. --------- (hereinafter referred to as the “Second Party” which expression shall, where the context so permits, be deemed to mean and includes its successors-in-interest, administrators and assigns);    (Energy Department and [Sponsor Company] referred individually as “Party” and     collectively as “Parties””). WHEREAS: 1. First Party is a governmental body / department responsible for the affairs of energy. 2. First Party aims to develop all indigenous resources for power generation in public sector or through participation of private sector. Second Party also desires to utilize the solar potential QASP to mitigate energy deficit in the country. 3. Second Party [M/S………..] is desirous to develop a Solar Power Project having capacity of  [  ] MW in Quaid-e-Azam Solar Park in Punjab (QASP) hereinafter referred to as ‘the Project’.  4. Prior to issuance of letter of Allocation of Project Land (“APL”) in line with the Statement of Conditions (SOC) notified by Board of Revenue Colonies Department vide …….., the Second Party is required to submit a Bank Guarantee amounting to [  ] United States Dollar Per MW in favour of First Party, hereinafter referred to as the “Bank Guarantee”, within  ten days of signing this agreement on the annexed format (Schedule-1). 5. The Second Party commits to strictly adhere to the project milestones agreed between the two parties and annexed to this agreement (Schedule-2).  6. The Parties may designate one or more focal person(s) for the purposes of effective communication and deliberation with each other for effective implementation of goals mentioned herein. 7. Any differences concerning the interpretation of this agreement shall be resolved through friendly mutual consultations between the Parties. 8. If the Second Party fails to perform any of its obligations under the Project Milestones, the First Party shall encash the Bank Guarantee immediately without any correspondence and may also withdraw the project land allocated under the SOC. 9. This Agreement shall remain effective till earlier of the commercial operation date of the Project or encashment of Bank Guarantee. 10. The First Party shall guarantee The 900MW Solar Power Project is supposed to be on the list of the prioritized projects under the Sino-Pak                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            istan economic corridor . 11. GoPb government will provide the Second Party with the most preferential policies and rates in tax. 12. ensuring all energy can have full access to the national power grid 13. . 14. 15. All Annexures / Schedules will be integral part of this PCA. The Parties, have duly executed this PCA on the day, month and year mentioned above. For & on Behalf of                               For & on Behalf of First Party                                            Second Party Additional Chief Secretary (Energy)                          CEO/MD Government of the Punjab                                  M/s…………………    Schedule-1 [ON PAKISTAN STAMP PAPER] BANK GUARANTEE To: Energy Department 8th Floor, EFU Building, Jail Road, Lahore. Date of the Bank Guarantee: Amount of the Bank Guarantee 2: @US$ ? ([ ] United States Dollars ?) per mega Watt] 3 (hereinafter referred to as the "Guaranteed Sum"). Date of issuance:   Validity up to:     (hereinafter referred to as the "Expiry Date").     THIS BANK GUARANTEE is executed at [?] on this [?] day of [?] 2014? BY: [Name of the issuing Bank] having our registered office at [?] [and branch office at ?] (hereinafter referred to as the “Guarantor”, which expression shall mean and include its successors, administrators, assigns and legal representatives, whether jointly or severally); On the request and on behalf of [?] (hereinafter referred to as the “Sponsor(s)”/ “Project Company”, which expression shall mean and include [its/their] successors, executors, administrators, permitted assigns, legal representatives, whether jointly or severally); In favour of the Energy Department, Government of the Punjab, Lahore (hereinafter referred to as the “Beneficiary”, which expression shall mean and include its successors, administrators and legal representatives, whether jointly or severally). WHEREAS: A.     Upon the request and proposal of the Sponsor(s) to set up a solar power project in Quaid-e-Azam Solar Park, Bahawalpur, Pakistan (QASP), the______ Sponsor(s)/Project Company, and has promised that, upon furnishing of this Bank Guarantee, the Beneficiary shall issue the letter of Allocation of Project Land (“APL”) to the Sponsor(s)/Project Company. B.     As required by the Beneficiary prior to the issuance of  APL to the Project Company, and in consideration thereof, the Guarantor, at the request and on behalf of the Sponsor(s)/Project Company, hereby furnishes this irrevocable, unconditional, without recourse, on demand Bank Guarantee (hereinafter referred to as the “Bank Guarantee”) in favour of the Beneficiary in order to secure the performance of the Sponsor regarding any of the obligations under the Project Milestones (hereinafter referred to as the "Guaranteed Obligation"). NOW THEREFORE, this Bank Guarantee witnesseth as under:- 1.     In the event that the Sponsor(s)/Project Company defaults in, delays, or fails, to perform the Guaranteed Obligation, of which event the Beneficiary shall be the sole arbiter, the Guarantor shall, on the Beneficiary’s first written demand, pay to the Beneficiary the entire sum of, or any part of, the Guaranteed Sum as specified in the Beneficiary’s written demand within three (3) days of the receipt of the written demand (the "Due Date"). Such first written demand of the Beneficiary shall only state that the Sponsor has defaulted in, or delayed, or failed, to perform the Guaranteed Obligation stated in the written demand. 2.     The Guarantor hereby binds itself unconditionally and irrevocably, and undertakes and  Guarantees to pay the Guaranteed Sum, as primary obligor and not merely as surety, on first written demand of the Beneficiary, without protest or demur and without reference, notice or recourse to the Sponsor(s) or to the Project Company or any other person, and hereby expressly waives all rights to deny its obligation to the Beneficiary irrespective of any dispute, difference or disagreement between the Sponsor(s)/Project Company and the Beneficiary or contest by any other party or person. 3.     At any time during the validity of this Bank Guarantee, the Beneficiary may, at its sole discretion and decision, demand payment of the entire Guaranteed Sum, or any part thereof, from the Guarantor. The decision of the Beneficiary as to the Sponsor(s)’ / Project Company's default, delay, or failure in performing the Guaranteed Obligation shall be final and binding on the Guarantor, which shall not be questioned by the Guarantor in any manner whatsoever. 4.     This Bank Guarantee shall remain in full force and be effective for a period up to [state the date that is COD plus three months] (the “Expiry Date”), and the Guarantor’s obligations under this Bank Guarantee shall be for the payment of the Guaranteed Sum. 5.     The Beneficiary may, if and when and in such manner as the Beneficiary in its sole discretion deems appropriate, grant time or other indulgence to or accept or make any composition or arrangement with the Sponsor(s) and/or the Project Company and such acts shall not in any way whatsoever discharge the Guarantor from its obligations under this Bank Guarantee. 6.     The Guarantor’s obligations as set out in this Bank Guarantee shall be continuing obligations and shall not be modified or impaired upon the happening, from time to time, without the Guarantor’s assent or otherwise, of any act or omission, or any circumstances or events which would otherwise discharge, impact or otherwise affect any of Guarantor’s obligations contained in this Bank Guarantee. 7.     Demands under this Bank Guarantee may be made from time to time in accordance with its terms. Partial payments of the Guaranteed Sum shall not discharge this Bank Guarantee and this Bank Guarantee shall remain in full force and effect in accordance with its terms for the difference from time to time between the aggregate total of the partial payments made and the  Guaranteed Sum. 8.     No delay or failure to exercise any right or remedy under this Bank Guarantee by the Beneficiary shall constitute a waiver of such right or remedy. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or of any other right or remedy. No waiver by the Beneficiary shall be valid unless made in writing. 9.     No set-off, counter claim, reduction, or diminution of any obligation that the Guarantor has or may have against the Beneficiary shall be available to it against the Beneficiary in connection with any of its obligations to the Beneficiary under this Bank Guarantee. The Guarantor shall make all payments under this Bank Guarantee in United States Dollars (or equivalent Pakistan Rupees calculated at the average of the National Bank of Pakistan TT & OD selling rate for United States Dollars prevalent on the business day preceding the date on which payment is made under this Bank Guarantee) and in full, without set-off or counterclaim and free and clear of any deductions or withholdings in immediately available, freely transferable, cleared funds for value on the Due Date to the Beneficiary, provided that if the Guarantor is required to make any deduction or withholding from such payments under applicable law, it shall pay to the Beneficiary such additional amount necessary to ensure that the Beneficiary receives an amount equal to the amount which it would have received had no such deduction or withholding been made.