f8k0210ex10xiv_envision.htm


    Exhibit 10.14

     

     

    SUSTAINABLE
STRATEGY, PLANNING AND SOLAR ADVISORY

    SERVICES

     

    AGREEMENT
BETWEEN

     

    Centre
for Environmental Planning and Technology

     

    and

     

    ENVISION
SOLAR

     

     

     

    AGREEMENT
made this  1st day
of OCT        
in the year of Two Thousand and Nine between
Envision Solar International, Inc. of La Jolla, California, USA (Envision), and
Centre for Environmental Planning and Technology, of Ahmedabad, India
(CEPT).

     

    For the Project: Gandhinagar Solar City
Master Plan and Pilot Demonstration Project (The Plan) 

     

    ENVISION
and CEPT agree as set forth below.

     

    1) 
 SCOPE OF BASIC SERVICES

    
      	
              a)  

            	
              CEPT
      will engage, with affiliated government, academic and other partners, in
      the planning for the Gandhinagar Solar City, one of the first projects
      being developed under the Indian national government's initiatives.
      Envision will provide senior professional advisory and project management
      support to CEPT in coordination and partnership with institutions,
      agencies and other parties participating with CEPT on the
      project.

            


    

    
      	
              b)  

            	
              Envision
      will provide Basic Services as described below. As "Senior
      Sustainable Planning Advisor", Envision will advise CEPT and other
      participants in the project in the management and deployment of The Plan,
      in the following activities
(Lead/Support):

            


    

    
      	
              i)  

            	
              Overall
      Master Planning for the Solar City project (Envision Solar India (ESI)
      lead
      /
      Centre for
      Environmental Planning and Technology(CEPT) support)

            


    

    
      	
              ii)  

            	
              General assessment of solar &
      other renewable technology opportunities including solar-photovoltaic and
      solar-thermal, as well as other sources of renewable energy like
      wind and biomass.
      (ESI
      lead/CEPT support)

            


    

    
      	
              iii)  

            	
              Collection of existing data,
      drawings and maps, certified land surveys, including information on grades and lines
      of streets, alleys, pavements and adjoining property; rights-of-way,
      restrictions, easements, encroachments, zoning, deed restrictions,
      boundaries and
      contours of the site; locations, dimensions and complete data pertaining
      to existing
      buildings, other improvements and trees; and full information concerning
      available service
      and utility lines both public and private, above and below grade.
      (CEPT
      lead)

            


    

    
      	
              iv)  

            	
              Collation of items in #3 above
      and incorporation of key information into "base" drawings and other documents. (CEPT
      lead/ESI
      support)

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
              v)  

            	
              Assessment and conceptual design
      of solar technology for a high profile, high visibility pilot demonstration project
      (ESI lead)

            


    

    
      	
              vi)  

            	
              Coordination of, or participation
      in the commissioning of presentation models, colour renderings, digital animations,
      videos, documentary films and other materials needed (ESI lead/CEPT
      support)

            


    

    
      	
              vii)  

            	
              Preliminary cost estimations for
      project implementation (CEPT lead/ES'
      support)

            


    

    
      	
              viii)  

            	
              Coordination
      and leadership for key meetings
including:

            


    

    
      	
              ix)  

            	
              Kick-off (ESI lead/CEPT
      support)

            


    

    
      	
              x) 

            	
              Stakeholder Workshop (ESI lead/CEPT
      support)

            


    

    
      	
              xi)  

            	
              Final Report Presentation
      (ESI lead/CEPT
      support)

            


    

    
      	
              xii)  

            	
              Other
      key activities necessary for the implementation of the planning
      process

            


    

     

    2)   
PROJECT PHASES and DELIVERABLES

    Envision's
services will commence with the execution of this agreement and continue through
the following Phases:

    a)
Phase 1 (month 1):

    Activities:

    i) Kick-off,
Plan Conceptualization (ESI/CEPT)

    ii) Assembly
of Initial Participants (ESI/CEPT)

    iii)
Stakeholder Workshop (ESI/CEPT)

    Deliverables:

    i. Plan
Conceptualization Report, digital and hard-copy (ESI/CEPT)

    ii. Drawings,
Digital Models (ESI/CEPT)

    b)
Phase 2 (Month 2):

    Activities:

    i) Sustainable
Concept Master Plan Development (ESI/CEPT)

    ii) Concept
Design for High Profile Demonstration Project

    iii) Presentation
Material Development

    iv) Tender –
Bill of quantity / Specification / Condition of Contract (for Executing agency)


    Deliverables:

    i) Concept
Master Plan Final Report, digital and hard copy (ESI/CEPT)

    ii) Outline
proposal for high profile showcase project (ESI)

    iii) Tender
Document with BoQ, Condition of Contract and Specification
(CEPT/ESI)

    iv) Web-ready
digital models and narrated animation (ESI/CEPT) v) Live Project Website (or
section on envisionsolar.com /
CEPT /links) (ESI)

     

    3)   
FEES AND BASIC EXPENSES

    To carry
out services as listed in scope of work, CEPT will pay consultation fees to ESI
amounting to Total INR 14,10,660.00 (Rupees fourteen lacs ten thousand, six
hundred and sixty rupees. (Or its equivalent in US Dollars) in addition CEPT
will spend maximum up to INR 1,65,000 (one lac sixty five thousand rupees) for
ESI's expenses in India

     

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

    4) 
 ADDITIONAL SERVICES

    
      	
              a)  

            	
              This
      contract is intended to cover the basic services outlined above in heading
      one. In the event that Additional Services not included in Basic Services
      are required, they will be charged separately according to the schedule in
      heading seven. Additional services shall include the
      following:

            


    

    
      	
              b)  

            	
              Documentation
      of existing conditions: Includes measuring, field notes, to scale drawings
      and photographs of existing
context.

            


    

    
      	
              c)  

            	
              Detailed
      Cost Estimating

            


    

    
      	
              d)  

            	
              Design
      Changes after phase approval.

            


    

    
      	
              e)  

            	
              Physical
      presentation models

            


    

    
      	
              f)  

            	
              IGBC
      LEED® consulting or certification
applications.

            


    

    
      	
              g)  

            	
              Energy
      Modelling or other energy
specialization

            


    

    
      	
              h) 

            	
              Any
      other service not otherwise included in this Agreement under Basic
      Services or not customarily furnished in accordance with generally
      accepted design and planning practices. i) Fees paid for securing approval
      of authorities having jurisdiction over the
  Project

            


    

    
      
        	
                i) 

              	
                Fees
      paid for securing approval of authorities having jurisdiction over the
      Project

              


      

       

    

    
      5)   
CEPT'S RESPONSIBILITIES

      a) CEPT
shall provide full information available regarding its requirements for the
Project.

      b)
CEPT Shall designate, when necessary, a representative authorized ot act on its
behalf  with respect to the Project

      c) Other
responsibilities as indicated in section 2 — Project Phases and Deliverables:
above.

    

     

    6)   
CONSTRUCTION
ESTIMATES

    
      	
              a) 
      

            	
              It
      is expressly understood that statements of probable construction cost and
      detailed cost estimates prepared by Envision represent best judgment only.
      It is recognized that neither CEPT nor Envision have any control over cost
      of material, labor or equipment, over the Contractor's methods of
      determining bid prices or over competitive bidding or market
      conditions.

            


    

     

    7)  
 PAYMENTS
TO ENVISION

     

    According
to the agreement between GEDA & CEPT, GEDA will pay CEPT in the following
instalments:

     

    One third
of the total amount at the commencement of the project; payable on signing the
agreement between GEDA & CEPT.

     

    One third
of the total amount on completion & submission of the interim report
following the first round of meetings;

     

    The final
third of the total amount on completion & submission of the completed
proposals for the project.

     

    CEPT will
pay ESI its proportion of the fees & expenses on receipt of the
corresponding payments from GEDA, in the same installments.

    


     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     

    
      	
              i.  

            	
              One
      third of the amount due to ESI at the commencement of the project; payable
      once the initial payment has been received by CEPT from
    GEDA;

            


    

    
      	
              ii.  

            	
              One
      third of the amount payable to ESI on completion & submission of the
      interim report; payable once the interim payment has been received by CEPT
      from GEDA;

            


    

    
      	
               
      iii.   

            	
              One
      third of the amount payable to ESI on completion & submission of the
      completed proposals for the project; payable once the final payment has
      been received by CEPT from GEDA

            


    

     

    Invoices
will be submitted by ESI at the end of Phase 1 and Phase 2 and are due upon
receipt

     

    8)  
TERMINATION OF AGREEMENT

    
      	
              a)  

            	
              This
      agreement may be terminated by either party upon seven days' written
      notice should the other party fail substantially to perform in accordance
      with its terms through no fault of the party initiating the
      termination.

            


    

    
      	
              b)  

            	
              In
      the event Envision terminates or is terminated, Envision shall be paid its
      compensation for services performed to termination date, including
      Reimbursable Expenses then due and all termination
    expenses.

            


    

     

    9)   
INSTRUMENTS OF SERVICE

    Original
Drawings, Models and Specifications as instruments of service are and shall
remain the joint property of CEPT and ESI. Both retain property regarding this
project – Both can use this ONLY for promotional purpose (Website and
Presentation for future projects) whether the Project for which they are made is
executed of not. They are not to be used by either CEPT or ESI on other projects
or extensions to this Project except by agreement in writing and with
appropriate compensation to Envision.

     

    10) 
HOLD
HARMLESS

    CEPT
shall indemnify and hold harmless ESI, ESI consultants, sub-consultants and
agents, and any of its and their employees from and against any and all
liability, claims, judgments, or demands including but not limited to attorney's
fees arising directly or indirectly out of this agreement, save and except
claims or litigation arising through the sole negligence of ESI or any of its
employees or its consultants, sub-consultants and agents and any of their
employees.

     

    11)
 RESOLUTION
OF DISPUTES

    All
disputes or differences which may arise between the ESI and the CEPT on any
matter connected with this agreement or in regard to the interpretation of the
context there of including any claim shall be referred to at the request of
either party for arbitration. For such purpose an arbitrator who shall be
nominated by ESI and CEPT. The arbitration shall be conducted as per the
provision of the Arbitration and Conciliation Act 1996 and/or any statutory
modification thereof. Upon every or any such reference the cost of such
arbitration references and award shall be as per the rules of the Indian Council
of Arbitration as amended time to time. The decision and award of the arbitrator
shall be final and binding on the ESI and CEPT.

     

    12)  
EXTENT OF AGREEMENT

    This
Agreement represents the entire and integrated agreement between CEPT and
Envision and supersedes all prior negotiations, representations or agreements,
either written or oral. This agreement may be amended only by written instrument
signed by both CEPT and Envision.

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

     

    13) 
GOVERNING LAW

     

    Unless
otherwise specified, this Agreement shall be governed by the laws of the
India.

     

    This
Agreement executed the day and year first written above.

     

    
       

      	      
              ENVISION:

            	 	      
              Centre
      for Environmental Planning and Technology:

            	 
	 	 	 	 
	/s/
      Robert Noble	 	/s/Dr
      R.N.Vakil	 
	
              Robert
      Noble, AIA, LEED AP 

              California
      License #C21574

            	
               

            	      
              Dr
      R.N.Vakil