Professional Documents
Culture Documents
Private Power Plan. Hidden from the public and misunderstood until now is the Matosantos
family's large investments in renewable energy assets. After a month's long investigation that
began in May 2017 by the National Legal and Policy Center, we have uncovered at least two
renewable energy generation assets worth millions of dollars owned by the Matosantos web of
compames.
This raises deep concerns and questions over Ana Matosantos's role in the Financial Oversight
and Management Board's (FOMB) decision to take PREPA to Title III bankruptcy. The
decision to take PREPA to Title III was not unanimous, and in fact, passed on a 4-3 vote. Jose
Carrion, the chair of the FOMB, likes to say, PREPA's Title III vote was "The only deal that we
did not make unanimously." Unfortunately, the FOMB is not transparent with its voting records,
and the roll call vote remains a secret.
Furthermore, since PREPA entered bankruptcy, the FOMB has moved to privatize the utility. In
an op-ed si gned by four members of the FOMB, including Ana Matosantos, the board members
write, ''privatization would enable PREPA to attract the investments needed to reduce expenses
and provide the island with a more reliable electric power system."
The decision to take PREPA into bankruptcy and pursue privatization of the utility has serious
repercussions for the island. The FOMB has set a target of sourcing 60% of the island's energy
requirements from renewable energy going forward. This has the potential to be a huge financial
windfall for the Matosantos family's corporate interests.
As a director of the Matosantos Commercial Corporation, Ana Matosantos had direct knowledge
of her family's business - including the family's two energy generation assets - directly and
through their network of companies, including Eurocaribe Packing Company, Gegloma Realty
Corporation and Organic Power LLC. This presents a serious conflict of interest and possible
criminal violation of federal law. Moreover, the paper trail of public documents raise questions
on how these energy assets were financed.
Her involvement in PREPA-related matters, including the vote to send PREPA into Title III is
now under a cloud of suspicion. NLPC believes Matosantos should have recused herself from all
matters regarding PREPA, and since she did not, we believe she has violated 18 USC 208 and
PROMESA.
• The Matosantos Commercial Corporation owns and operates a taxpayer subsidized solar
energy generation farm in Vega Baja, Puerto Rico. This plant stands to benefit from the
privatization of PREPA.
• Documents from 2015 highlight a previously unknown agreement between MCC's solar
energy farm and PREPA, which connected the family's solar power generators to the
Island's power grid.
• Organic Power LLC was set up solely to generate renewable energy by recycling organic
material, and operates today at the Matosantos family's Cabo Caribe industrial park in
Vega Baja.
• According to Puerto Rico Department of State files, Organic Power LLC was
incorporated by Miguel Perez Valdez on October 26, 2012. (See EXHIBIT #1) Mr.
Valdez is also the Finance Director of Matosantos Commercial Corporation and listed as
Secretary of Gegloma Realty Corporation on documents from the purchase of the
family's Vega Baja industrial park where Organic Power now operates. Despite being set
up as a company supposedly owned and controlled by Perez, he has used his email
__________A.,__.___ ---. -
address as an MCC employee to do official business with the Puerto Rico Secretary of
State on behalf of Organic Power. (See EXHIBIT #17)
• On December 8, 2015, Organic Power LLC obtained a $3,763,000 loan from the U.S.
Small Business Administration for as-yet unknown purposes. (See EXHIBIT #3) On the
same day, December 8, 2015, Organic Power LLC signed a $250,000 contract with the
Commonwealth of Puerto Rico's Land Authority for ''purchase, sale and/or rental of
buildings" (See EXHIBIT #4) It appears that the Land Authority contract was a 10-year
lease taken out by Organic Power on two lots of undeveloped land close to the
Matosantos family's Vega Baja industrial park. (See EXHIBIT #5)
• On March 22, 2017, as a member of the FOMB, Ana Matosanto testified before the U.S.
House of Representatives Natural Resources Committee. In her testimony, she advocated
for changes to PREPA to allow for private power generation in Puerto Rico. Nowhere in
the disclosure forms at the FOMB (See EXHIBIT #15), or as required to testify before
Congress, did she disclose the family's private energy generation assets, nor the
Commonwealth and federal taxpayer funds those assets have received.
• On June 1, 2017, shortly after our on-the-ground investigation began, the Matosantos
family began a campaign in Puerto Rico to obscure their role in Organic Power. A feature
story appears in Caribbean Business depicting an individual named Brian Healy, as "the
chief operating officer and co-founder of Organic Power." (See EXHIBIT #16) The story
says the company was "founded in 2015" and is recycling organic material for animal
feed, but also "providing clean energy to clients such as Matosantos Commercial Corp
and its manufacturing subsidiaries at Caho Caribe Industrial Park in Vega Baja" using
propane gas. Here's the problem: No public records can be found that identify Brian
Healy as an owner or officer of Organic Power and no mention of MCC financial director
Miguel Perez's role in the energy company. This is an attempt to obfuscate the truth, and
. . ..
a deliberate attempt to hide the Matosantos family's beneficial ownership of the
company.
The Ana M. Files - The Organic Power Money Trail
Financing Organic Power. Part One of the National Legal and Policy Center's investigation
into Ana Matosantos uncovered an elaborate scheme to hide the Matosantos Commercial
Company's (MCC) beneficial ownership of Organic Power, and the serious conflicts of interest
and violations of federal law this could mean for Ana Matosantos. (See The Ana M Files -
Secret Energy Assets).
Part Two of our investigation centers on how Ana Matosantos' family financed Organic Power.
The answer to that question begins to emerge from a series of documents obtained by NLPC that
center around a suspicious land deal financed by a local Puerto Rican bank where millions of
dollars changed hands just days in and around Ana Matosantos' official appointment to the
FOMB.
• July 28, 2016: Ana Matosantos publicly named as a candidate for the FOMB. Public
reports first began to surface that Ana was a candidate for the Oversight Board, beginning
with an analysis by noted Puerto Rican lawyer and blogger, [John Mudd].
• August 3, 2016: The Matosantos family holds a $375,000 land sale between two of its
companies. Six days after Ana's name is made public, the Matosantos family signed a
land deal at its Cabo Caribe industrial park in Vega Baja between their real estate arm
Gegloma Realty, and their secretly held energy company Organic Power, whose titular
head, Miguel Perez, is an executive at MCC. The contract of sale indicates the deal is
worth $375,000. (See EXHIBIT 8)
• August 3, 2016: On the very same day, Oriental Bank transfers $9 million in a lump
sum to Organic Power. On the same day the two Matosantos companies - Gegloma and
Organic Power - signed the contract of sale, Oriental Bank moved almost $9 million to
Organic Power in a single transfer (See EXHIBIT 12), purportedly to finance the land
deal.
• No collateral is shown to explain the gap between the value of the deal and the
money injected by Oriental Bank. Nowhere in the documents signed by Oriental Bank
as part of the land deal is there any description of collateral or other explanation why
Oriental Bank would loan $9 million to Organic Power for a $375,000 land purchase.
Two sets ofUCC Fixture Financing Statements (See EXHIBITS 4 and 5) specified only a
propane engine being on the property along with all fixtures included in the $375,000
land value.
Questionable Mortgages.
• There is also great disarray in the mortgage paperwork with Oriental. While the $9
million was transferred promptly to the family's energy company around noon on August
3, 2016 from Oriental Bank, the mortgage paperwork is a mess.
• Two mortgages issued for one land purchase. The purchase and sale agreement signed
by Oriental Bank on August 3, 2016, stated it would issue two mortgages to Organic
Power, one for $5.2 million over five years, and another for $3. 7 million for 20 years.
(See EXHIBIT 7). No explanation was given on how two mortgages, each worth at least
10 times the documented value of the land, were to be issued on the same property.
• Only one deed of mortgage found on the sale date. Two mortgages are mentioned in
the contract, but only one deed of mortgage (See EXHIBIT 11) for $5.2 million could be
found as issued on the date that Oriental Bank wired almost $9 million to Organic Power.
That deed, written in English, says the foreclosure value of the $375,000 property was
$5.2 million, but doesn't explain how that figure was reached. An August 3 deed for the
$3.7 million mortgage was never found.
• Then a second set of deeds appeared, but left more questions than answers. Adding
more questions and suspicions, a second set of deeds of mortgage were issued on
September 16, 2016, a month and a half after Oriental transferred the cash to Organic
Power and after Ana joined the Board on August 31, 2016. The second version of the
$5.2 million deed (See EXHIBIT 13) was identical to the one issued on the sale date (See
EXHIBIT 11), but a $3.7 million deed issued in Spanish on September 16 (See EXHIBIT
14) stated the foreclosure value of the property was not $3. 7 million but like the other
deed, it didn't explain how Oriental Bank could collect almost $9 million foreclosing on
property worth a tiny fraction of that amount.
• Numbers don't lie, or do they? Finally, the total financing from the two mortgages
described in all the sales and mortgage documents does not add up to the amount that
Oriental Bank transferred to Organic Power on August 3, 2016. The sale and mortgage
documents unanimously detail the two mortgages as being $5,257,625.00 and
$3,763,000.00, totaling $9,020,625.00. But the electronic transfer certificate from
August 3, 2016 (See EXHIBIT 12) shows Oriental Bank transferred $8,937,962.00 to
Organic Power. No explanation is given for the difference of $82,663 missing from the
transfer.
Suspicious Timing.
A shady land deal with a questionable mortgage within days of Ana named to the FOMB.
The suspicious timing, the chaos in the financial paper trail, and the many unanswered questions
around the millions that changed hands all suggest that the land deal and the payment were a
rushed and irregular transaction. Nothing about the financing of this land deal makes any sense,
except that Oriental Bank gave $9 million to a company secretly held by Matosantos
Commercial Corporation six days after Ana Matosantos, a director of that company, surfaced as
a serious candidate for the FOMB. A closer look at Oriental's holdings may give us a better
understanding.
While none of the documents explain the collateral behind Oriental Bank's loan to Organic
Power, the intersection of interests between Matosantos Commercial Corporation, Oriental Bank
and Ana Matosantos' appointment to the FOMB might emerge from a wider review of Oriental's
holdings.
In particular, in years 2016 and 2017, Oriental Bank remained highly exposed with loans to
municipalities.
According to Oriental's own reports, "If the government restructuring affects the ability of the
municipalities to pay their obligations to us as they become due, or under certain other
circumstances, we may be required to adversely classify such loans and increase the provision
for loan losses in connection therewith. Such provision may significantly impact our earnings. "
In fact, the FOMB has chosen not to restructure municipalities by designating them as covered
entities under PROMESA and seeking Title TIT bankruptcy. It is common knowledge that the
municipalities in Puerto Rico are in bad shape, and choosing not to restructure their liabilities
and the entities is masking a ticking time bomb. Her family's relationship with Oriental Bank,
and questionable mortgages raise significant questions about Ana's role in deciding whether the
Board should designate municipalities as covered entities and pursue Title III restructuring.
Further, the FOMB's decision to pursue a consensual Title VI restructuring of the Government
Development Bank - which is a source of key liquidity for the municipalities - rather than a
Title III court process raises yet more red flags about Ana's role, and what Oriental Bank stood
to lose under a Title III scenario for the municipalities and the GDB.
Her close family and business ties to Oriental Bank, which could have impacted their financial
viability should the municipalities and the GDB been taken to Title III, put's Ana under a greater
cloud of suspicion. NLPC believes Matosantos should have recused herself from all matters
regarding municipalities and the Government Development Bank, and since she did not to the
public's knowledge, we believe she has possibly violated 18 USC 208 and PROMESA.
EXHIBIT 1
Organic Power LLC Incorporation
Government of Puerto Rico
Department of State
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Certificate of Formation of a Limited Liability Company
Article J ::- Limited LJability_Co!ll�any_�a:n_,� _ _ _ _ . __ _ _ ·_ J
The name of the Limited Liability Company Domestic is: ORGANIC POWER, LLC
Desired term for the corporation's name is: LLC
Its principal office in the Commonwealth of Puerto Rico will be located at:
Street Address 3 CAMINO DEL TURPIAL, SABANERA DE DORADO, DORADO, PR, 00646
Mailing Address 3 CAMINO DEL TURPIAL, SABANERA DE DORADO, DORADO, PR, 00646
The name, street and mailing address of the Resident Agent in charge of said office is:
Name PEREZ VALDEZ, MIGUEL E.
Street Address 3 CAMINO DEL TURPIAL, SABANERA DE DORADO, DORADO, PR, 00646
Mailing Address 3 CAMINO DEL TURPIAL, SABANERA DE DORADO, DORADO, PR, 00646
Email mep62@libertypr.net
The name, street and mailing address of each Authorized Person is as follows:
Name PEREZ VALDEZ, MIGUEL E.
Street Address 3 CAMINO DEL TURPIAL, SABANERA DE DORADO, DORADO, PR, 00646
Mailing Address 3 CAMINO DEL TURPIAL, SABANERA DE DORADO, DORADO, PR, 00646
Email mep62@libertypr.net
If the faculties of the Authorized Persons will end upon the filing of the Certificate of Formation of a
Limited Liability Company, the names, physical and mailing address of the persons who will act as
Administrators until the first annual meeting of the members or until their successors replace them are
as follows:
Name PEREZ VALDEZ, MIGUEL E.
Title President, Secretary, Treasurer
Street Address 3 CAMINO DEL TURPIAL, SABANERA DE DORADO, DORADO, PR, 00646
Mailing Address 3 CAMINO DEL TURPIAL, SABANERA DE DORADO, DORADO, PR, 00646
Email mep62@libertypr.net
IN WITNESS WHEREOF, I/We PEREZ VALDEZ, MIGUEL E., the authorized person(s), for the purpose
of forming a limited liability company pursuant to the General Corporation Law of Puerto Rico, hereby
swear that the facts herein stated are true. This 26th of October, 2012.
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2012-24-0017
Between
and
Manuel Matosantos
(CUSTOMER)
and
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WHEREAS, PREAA desires to provide such incentive on the terms aud conditions set
fol'th herein, in accordance with the Regulation aod the applicable Reference Guide (the
"Guide"):
1.1.10. "Indemnified Parties" shall mean: (i) the Commonwealth of Puerto Rico,
including the Department of Economic Development and Commerce
("DEDC"). (ii) PREAA; (iii) DEDC's and PREAA's officials, directors,
officers, employees, agents, successors and assigns; and (iv) all persons
or entities acting on behalf of any of the foregoing,
1.1.11. "Losses" shall mean any and all liabilities, obligations, losses, damages,
penalties, claims, actions, suits, judgments, fees, expenses and costs of
whatsoever kind and nature (including legal fees and expenses and costs
of investigation, of prosecuting or defending any Loss described above)
whether or not such Loss be founded 01· unfounded, of whatsoever ldnd
and nature.
1.1.12. uPREAA" shall mean the Puerto Rico Energy Affairs Administration
,
1.1.13. "Project Completion, shall mean when the Project has been constructed
or installed, pennitted, is fully capable of being placed into operation, a
Final Inspection detennination has been issued and has satisfied the
l'equirements of Section 3.2 of this Agreement.
1.1.14. "Recipient " shall have the meaning ascribed to such term in the
introductory pru1 hereto;
1.1.15. "Regulation" shall have lhe meaning ascribed to such term in the
introductory pa11 hereto;
1. l, 16. "Reservation Period'' shall have the meaning ascribed to this term in
Section 2.3 of this Agreement.
1.1, 17. "Ince11tive Payment" shall mean any and all funds allocated 01· disbursed
to Recipient under this Agreement.
'
1.2. Additional Tenns, The terms "as directed," "as required,, or "as permitted" and
siinilar terms shall refer to the direction, requirement, or permission of PREAA.
The terms "sufficient," "necessal'y" or "prnper" and similar terms shall mean
sufficient, necessary or proper in the sole judgment of PREAA. The te1ms
"approval," "acceptable" or "satisfactory'' or similar terms shall mean approved
by, 01· acceptable to, or satisfactory to PREAA. The terms "include," "included,,
or "including" and similar terms shall be deemed to be followed by the words
"without limitation".
1.3. Refoi·ences to this Agreement. Refel'ences to this Agreement include: (a) any and
all appendices, exhibits, schedules, attachments hereto; (b) any and all statutes,
regulations or other documents expressly incorporated by 1•efe1·ence herein,
including Act 83, the Guides and the Regulation; and (c) any and all amendments,
modifications or supplements hereto made in accordance with Section 20.3.
References to a1ticles, sections, subsections or appendices refer to articles,
sections or subsections of or appendices to this Agreement, unless otherwise
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3. Implementation of Project
3.1. Implementation of P1·oject; Coopewtion with Monitoring. Recipient shall, in
good faith and with diligence, undertake the constmction and operation of the
Project, as presented in the application and Proposal, and in accordance with the
terms and conditions set forth in this Agreement, the Regulation, and the Guide.
Recipient shall not materially change the nature or scope of the Project without
the priol' written consent of PREAA. Recipient shall cooperate in good faith with
PREAA in any evaluation, planning, a\1diting or monitoring activities conducted
or authorized by PREAA to verify compliance with this Agreement, the
Regulation, the Guide, and/or Project Completion to authol'ize disbursement of
the incentive.
3 .2. Once the Project is constrncted, permitted and fully capable of being placed into
operation, before the Incentive Payment can be disbursed, Recipient (ol' System
Owner if Recipient will be assigning payment to a System Owner different from
Recipient) shall submit a reservation claim, including the following documents;
3.2.1. Evidence of payment of Total Project Costs;
3.2.2. Government required certifications.
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3.2.5. GEP .owner's designation of responsible party from the North American
Renewables Registt·y and/or any other document required by PREAA to
ensure that the ownership of any and all of the environmental attributes
and renewable energy certificates associated with the Project will be
transferred to PREAA;
3.2.6. Evidence of compliance with insul'ance requirements stated in Section 14
below; and
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3.2.7. Cel'tification and evidence of jobs created and payroll paid during
construction. Evidence of ongoing jobs expected to be created shall also
be presented to support the number ofjobs indicated in the Pl'Oposal.
3.3. Once the Recipient notifies PREAA that the Project is constructed, pemutted and
fully capable of being placed into operation, and submits all required
documentation listed i11 Section 3,2 above, PREAA will send an inspector to
vel'ify that the Project complies with the descdption of the GEP in the Proposal
and application documents, the te1ms of the Incentive Rese1vation Notice and
herein.
3.4. An inspection will be completed within thh1y (30) Business Days from the date of
receipt of the Recipient's reservation claim with all required documentation. An
inspection showing full compliance with the description of the GEP in the
Proposal and application documents, the terms of the Incentive Reservation
Notice and this Agreement will become a final inspection determi11atio11 ("Final
Inspection").
3.5. In the case that the inspection shows that the Project has a smaller System
Capacity than described herein and in the Incentive Reservation Notice, the
inspection determination will become final but shall reflect an adjustment in the
Total Incentive Amount propottional to the reduction in the OEP System
Capacity. However, a modification in System Capacity that reduces the project to
a ·I00kW or less GEP will be considered a significant variation under Section 4.14
of the Regulation, in which case, Recipient will have the option to, within thirty
(30) Business Days from receipt of notice of failed inspection:
3,5.1. Modify the GEP in accordance with this Agreement and reapply for a
Final Inspection; OR
3.5.2. Withdraw the reservation of the incentive and notify PREAA in wliting,
in which case, the Rese1vation Guarantee shall be retained by PREAA.
3.6. An inspection showing that the Recipient or the location or site of the OEP is
diffel'ent fl-om those specified herein, shall constitute a failed inspection and will
result in the cancelation of the reservation, in which case, the Reservation
Gual'antee shall be l'etained by PREAA.
3.7. Completed OEPs with larger System Capacity than described herein will receive
the Total Incentive Amount as stated herein) unadjusted,
3.8. Completed GEPs with significant variations other than as described above wiH
have the same options described in Section 3.5 above, within thirty (30) Business
Days from receipt of notice of failed inspection.
3.9. Reservations for GEPs that l'eflect significant val'iatious will be cancelled if
Applicant does not act within thirty (30) Business Days from receipt of the notice
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6. No Endm·sement by PREAA
6.1. Each of Recipient and Authorized Representative understands that PREAA's
review of the Project and authorization for the Incentive Payment shall not be
construed as confirming or endorsing (i) the qualifications of any persons
involved with the Project, includillg but not limited to the Project designers,
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6.2. The Recipient and Authorized Representative are solely responsible for the
Project, including selection of any designer, manufacturer, contrnctor, and
installer, as long as it is certified by PREAA. Each of Recipient and Authorized
Representative understands that s/he, and any third parties involved with the
Project, are independe11t contl'actors and arc not authorized to make any
representations on behalf of PREAA or the GEF.
8.2.1. PREAA shall have no obligation to disburse any portion of the Incentive
Payment requested in the application until all conditions of this
Agreement, the Guide and the Regulation have been complied with.
8.2.3. PREAA shall make all disbursements of the Incentive Payment by check
payable to Recipient or its authorized assignee, as indicated below and
permitted by the Regulation, sent via U.S. mail or wfre transfer not later
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than thhty (30) days from issuance of a Final Inspection showing full
compliance with all terms and conditions of this Agl'eement Ol' from the
date of issuance of Final Inspection determination after modification of
the GEP in accordance with the provisions of Sections 3 .S and 3 .8 above.
8.2.4. Incentive Payments may be disbursed to third parties (including System
Owners and Authorized Representatives) when such third party l1as
partially or completely paid for the cost of the GEP, provided a payment
release and assignment document is submitted by Recipient and assig11ee
toPREAA.
App. A-9
9.4. Submitting False Claims; Monetary Penalties. Any Recipient or Authorized
Representative who submits a false claim to the GEF shall be liable to PREAA for
the amount of damages which PRBAA sustains because of the false claim. A
Recipient who submits a false claim shall also be liable for the costs, including
attorney's fees, of a civil action brought to recover any of those damages. A
Recipient or Authorized Representative will be deemed to have submitted a false
claim to PREAA ifs/he (a) knowingly presents or causes to be presented to an
officer or employee of PREAA a false claim or request for payment or approval;
(b) knowingly makes, uses, or causes to be made or used a false record or
statement to get a false claim paid or approved by PREAA; (c) conspires to
defraud PREAA or the Puerto Rico government by getling a false claim allowed
or paid by PREAA; (d) knowingly makes, uses, or causes to be made or used a
false recol'd or statement to conceal, avoid, or decrease an obligation to pay or
ttansmit money 01· property to PREAA; or (e) is a beneficia1·y of an inadvertent
submission ofa false claim to PREAA, subsequently discovers the falsity ofthe
claim, and fails to disclose the false claim to PREAA within a reasonable time
after discovery of the false claim.
10. Taxes
I 0.1. Recipient shall pay to the appropriate governmental authority, as and when due,
any and all taxes, fees, assessments or other govermnental charges, including
p1·operty taxes and Puerto Rico sales and use taxes, levied upon or in connection
with this Agreement, the Pl'oject, the Incentive Payment or any of the activities
contemplated by this Agreement.
11. Indemnification and General Release of Liability
11.1. Indemnification. Each ofRecipient and Authorized Representative, for itself and
their respective predecessors, successors and assigns, shall indenmify and save
harmless PREAA and its officers, agents and employees ("Indemnified Persons")
from, and, if requested, shall defend the Indemnified Persons against any and all
loss, cost, damage, injury, liability, and claims thereof fot• injury to or death of a
person, including Recipient and Authorized Representative, or loss of or damage
to property, arising directly 01· indirectly from (1) injury to or death of persons,
including but not limited to employees of PREAA, Recipient, Authorized
Representative or any third party; (2) injury to property or other interests of
PREAA, Recipient, Authorized Representative, or any third patty; (3) violation of
local, state, or federal common law, statute, or regulation, i11cludi11g but not
limited to environmental laws or regulations; (4) strict liability imposed by any
law or regulation; 01· (5) generation system performance sho1tfall; so long as such
h1jury, violation, strict liability, 01· sho1tfal1 arises from or is in any way connected
with the Project, including Recipient's, Authorized Representative's or any third
pru.ty's pe1formance or failllfe to perform with respect to the Project, however
caused, regardless of the negligence of, and regardless of whether liability without
fault is in1posed or sought to be imposed on PREAA or any other lnde1m1ified
Persons, except to the extent that such indemnity is void or othe1wise
App. A-10
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unenforceable under applicable law in effect 011 or validly retroactive to the date
of this Agreement, and except where such loss, damage, injury, liability or claim
is the result of the willful misconduct of PREAA or any other fademnifted Person
and is not contributed to by any act ot: or by any omission to perform some duty
imposed by law or agreement on Recipient, Authorized Represe11tative, each of
their respective subcontractors or either's agent or employee. The foregoing
indemnity shall include, without limitation, reasonable fees of attorneys,
consultants m1d experts and related costs and Indemnified Person's costs of
investigating any claims against any of the Indemnified Persons.
11.2. Each of Recipient and Authorized Representative acknowledges that any claims,
demands, losses, damages, costs, expenses, and legal liability that arise out of,
result from, or are in any way connected with the rel�ase or spill of any hazardous
material or waste as a result of the work performed in connection with the Project
are expressly within the scope of this indem.nity, and that the costs, expenses, and
legal liability for environmental inve.'rtigations, monitoring, containment,
abatement, removal, repair, cleanup, restoration, remedial work, penalties, and
fines arising from strict liability, or violation of any local, state, or federal law or
regulation, attorney's fees, disbursements, and other response costs incurred as a
result of such releases or spills are expressly within the scope of this indemnity.
12. Duty to Defend; Notice of Loss
12.1. In addition to Recipient's and Authorized Representative's obligation to
indemnify the Iudemnified Persons, each of Recipient and Authorized
Representative specifically acknowledges and agrees that it has an immediate and
independent obligation to defend the h1de11mified Persons from any claim which
actually or potentially falls within this indemnification provision, even if the
allegations are or may be groundless, false or fraudulent, which obligation adses
at the time such claim is tendered to Recipient or Authorized Representative by
PREAA and continues at all times thereafter.
12.2. No insurance policy covering the Recipient with regards to this Agreement shall
operate to limit the Recipient's and Authorized Rep1·esentative's liability under
this provision. Nor shall the amount of insurance covel'age operate to limit the
extent of such liability.
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14. Insnnnce
Recipient, directly or thl'Ough Installers or System Owne1·s must meet and maintain the same
policies of insul'ance required in OGPe Joint Permits Regulation for Constl'Uction Works and
Land Use (Joiut Regulation), Title XII, Chapter 55, Rule 55.6(d). Policies shall be issued by
insurance companies authorized to do business in Puerto Rico, and to that effect they shall
provide, in original, certificates of insurance and endorsements, as follows:
14.1. Additional Requirements for Covernge. The general liability insurance policies
shall:
14.1.1. Name as additional insured Recipient (if Installer �s the main insured
patfy) and PREAA. using ISO Additional Insured Endorsement
CG 20 26 11 85 01· a substitute providing equivalent coverage
14.1.2. Provide that such policies are primary insurance to any othe1· insurance
available to the additional insureds, with respect to any claims arising out
of this Agreeme11t, and that insurance applies separately to each insured
against whom claim is made or suit is brought, except with respect to
limits of liability.
14.2. Additional Requirements for All Policies. All policies shall be endorsed to
provide at least thirty (30) days' advance written notice to Recipient and PREAA
of cancellation of policy for any reason, nonrenewal or reduction in coverage and
specific notice mailed to PREAA at:
14.4. Effect of Approval. Approval of any insurance by PREAA shall not relieve 01·
decrease the liability of Recipient hereunder.
App. A-12
ti
14.5. Waiyer. If the requirements of Sections 14.1 or 14.2 prevent the Recipient from
obtaining the insurance required in this Section, then upon Recipient's writte11
notice to PREAA, the 1·equirements of Sections 14.1 or 14.2 may be waived.
15.1.4. Failure to Comply with Program Rules. Failure to complete the Project
and comply with the Regulation, the Guide and any other requirement set
forth thel'ein or herein, including but not limited to:
App. A-13
.• .,
,,
App. A-14
,,
15.3. Remedies Nonexclusive. Each of the remedies provided fo1· i11 this Agreement
may be exercised individually or in combination with any other remedy available
hereunder or under applicable laws, rules and regulations. The remedies contained
herein are in addition to all other remedies available to PREAA at law or in equity
by statute or otherwise and the exercise of any such remedy shall not preclude 01·
in any way be deemed to waive any other remedy.
IftoPREAA:
If to Custome1·:
PO Box4435
Vega Baja, PR 00694
Attn: Manuel Matosantos
Facsimile No. (787) 793-0454
E-mail: ma11uelm@matosantos.com
App. A-15
,
.'
PO Box 9022947
San Juan, PR 00902-2947 ..
Attn: Alexis J. Miranda Ramirez
Facsimile No. (787) 707-1850
E-mail: amr@gvelop.com
16.2. Effective Date. All communications sent in accordance with Section 16.1 shal1
become effective 011 the date of receipt. Such date of receipt shall be dete1·mined
by: (a) date when electronic c01mmmication was sent; (b) if mailed, the return
receipt, completed by the U.S. postal service; (c) if sent via hand delivery. a
receipt executed by a duly authorized agent of the party to whom the notice was
sent; or (d) if sent via facsimile, the date of telephonic confirmation of receipt by
a duly authorized agent of the party to whom the notice was sent or, if such
confirmation is not reasonably practicable, the date indicated in the facsimile
machine transmission report of the patty giving such notice.
16.3. Change of Address. F1·om time to time any paity hereto may designate a new
address for purposes of this Article 10 by notice to the other party.
17. Additional Requil'ements
17.1. No Previous Crimes. Neither Recipient nor Authorized Representative has bee11
convicted nor to the best of his/her lmowledge, is under investigation by any
Puerto Rico or Federal administrative, judicial or legislative body, for crimes
against public funds, the public trnst or related to the misuse of public property or
funds. Recipient has not been banned from receiving federal or Puerto Rico funds,
contracts or assistance.
17.2. Recipient and Authorized Representative each acknowledges and agrees that it
has received a copy of Act No. 84 of June 18,. 2002 lmown as the Code of Ethics
of Contt·actors, Service Pi-oviders and Applicants for Economic Incentives from
the Agencies of the Government of Pue1to Rico, included herein as Appendix B,
and has complied during the application process and will continue to comply with
this Code of Ethics at all times in com1ection with the Project and the Incentive
Payment by PREAA.
18. [Reserved]
19, Recipient and Autbol'izecl Representative Representations
19.1. Each of the undersigned Recipient and Authorized Representative represents and
decla1·es under penalty of pe1jlll'y under the laws of the Commonwealth of Puerto
Rico that:
19 .1.1. S/he/it is duly authorized by all necessary action, to execute, deliver and
perform this Agreement, and has duly executed and delivered this
App. A-16
II
App. A-17
• I
IJ • t
19.1.12. Recipient and Authorized Representative a�laiowledge and agree that the
Application Fee is non-refundable and that the Reservation Guarantee
may be 11011-refundable if the Project is not completed in accordance with
the terms and conditions stated in this Agreement, the Regulation and the
Reference Guide.
20. MisceJlaneous
20.1. No Assignment by Recipient. Recipient shall not, either directly or indirectly,
assign, transfer, hypothecate, subcontract or delegate all 01· any po1tion of this
Agreement or any rights, duties or obligations of Recipient hereunder without the
prior written consent of PREAA and in the circumstances stated in Section 8.2.4
hereof. This Agreement shall not, nor shall any interest herein, be assignable as to
the interest of Recipient involuntarily or by operation of law without the prior
written consent of PREAA. A change of ownership or control of Recipient or a
sale or transfer of substantially all of the assets of Recipient shall be deemed a11
assig11ment for purposes of this Agreement. Any agreement made in violation of
this Section 20.1 shall confer no lights on any person or entity and shall
automatically be null and void.
20.2. No Waivex. No waiver by PREAA of any default or breach of this Agreement
shall be implied from any failure by PREAA to take action on account of such
default if such default persists or is repeated. No express waiver by PREAA shall
affect a11y default other than the default specified in the waiver and shall be
operative only for the time and to the extent therein stated. Waivers by PREAA of
any covenant, term 01· condition contained herein shall not be construed as a
waiver of any subsequent breach of the same covenant, term or condition. The
consent or approval by PREAA of any action requiring further consent or
approval shall not be deemed to waive or render unnecessary the consent or
approval to or of any subsequent similal' act.
20.3. Modification. This Agreement may not be modified, nor may compliance with
any of its terms be waived, except by written instrument executed and approved in
the same manner as this Agreement.
20.4. Administrative Remedy for Agreement Interpretation. Should any ques.tion arise
as to the meaning or intent of this Agreement, the question shall, prior to any
other action or res01t to any other legal remedy, be refe1Ted to the Executive
Director of PR.BAA who shall decide the tl'ue meaning and intent of the
Agreement. Such decision shall be final and conclusive.
20.5. Goveming Law; Venue. The interpretation and performance under this
Agreement shall be governed by the laws of the Commonwealth of Puerto Rico,
without regard to its conflict of laws pl'inciples. The Patties voluntadly submit to
the Courts of the Commonwealth of Puerto Rico in San Ji1an.
App. �-18
20,6. Headings. All aliicle and section headings and captions contained in this
Agreement are for reference only and shall not be considered in construing this
Agreement.
20.7. Entire Agreement. This Agl'eement, the Regulation and the Application
Documents set forth the entire Agreement between the parties, and supersede all
other oral or written provisions. If there is any coni1ict between the terms of this
Agreement and the Application Documents, the terms of this Agreement shall
govem,
20.8. Severability. Should the applicati011 of any provision of this Agreement to any
pa11icular facts or circumstances be found by a court of competent jurisdiction to
be invalid or unenforceable, then (a) the validity of other provisions of this
Agreement shall not be affected or impaired thereby, and (b) such provision shall
be enforced to the maximum extent possible so as to effect the intent of the parties
and shall be reformed without further action by the parties to the extent necessary
to make such provision valid and enforceable.
App. A-19
IN WITNESS WHEREOF, the pa11ies hereto have caused this Agl'eement to be duly
executed as of the date first specified herein. '\
By: �jo>,!>{olOo�G;SZ
PREAA
Pl'int Name: Jose 0, Maeso Gonzalez
Tax I.D. numbe1·
By:___-,_________
RECIPIENT
a;�
P1int Name· · anuel Matosantos
Tax I.D. 11u1. her
By:
Azyf'HORIZED REPRESENTATIVE
Print Name: Alexis .T. Miranda Ramirez
Tax I.D. numbeJ
I I
Appendix A
App. A-21
EXHIBIT 3
Organic Power - SBA Loan
6123/2017 Transaction Details
TRANSACTION DETAILS
« Go to Award Summary
RECIPIENT
PROJECT AWARD
ACTION
EXECUTIVE COMPENSATION
OFICINADELCONIRALOR
SearchlAboul uslOlllce of the Complroler1Help
Contract Data
Entity;
l 3000 - LandAuthority Of Puerto Rico
Contract number.
r
i 2016-()0()126
Amendment:
R-lvedln:
� o-mber 17, 201511:15:44 am
Awarded In:
o-mber 8, 2015
Elfecllva From:
0-ber 8, 2015
�1VIC!9 �taqory:
i 2 • PURCHASE, SALE AND/ OR RENTAL OF BUILDINGS
Type of aervlce:
2,0010 • GROUNDS
; o • Not Exampt
Exempt Type;
Amount
$2.40,952.ti0
Account number
Budgetary Items:
I
N/A
Dlapenaatlon:
Yu •Donot
Prlvatlzatlon:
Yu •Do not
Haa Document:
•vu Donot
http://contratos.ocpr.gov.pr/DataContratoFonn.aapx 1/1
EXHIBIT 5
Organic Power - PRLA Lease
-----,CONTRATO DE ARRENDAMIENTu--------
-En la eluded de San Juan, Puerto Rico, a los a dias del mes de didernbre del ano dos mil
quince (2015).--------
I!' -COMPARECEN
-DE UNA PARTE: LA AUTORIDAD DE TIERRAS DE PUERTO RICO, en adelanle denominado en este
documenlo "La Arrendadora", una corporaci6n publlca e lnstrumentalldad gubemamental del Estado
Libre Asociado de Puerto Rico, representada en este acto por su Director Ejeculivo, DON SALVADORE.
RAMIREZ CARDONA, mayor de edad, casado, agr6nomo y vecino de Bayamon, Puerto Rlcoi---
-Y DE LA OTRA PARTE: ORGANIC POWER, LLC., representada por MIGUEL E. PEREZ VALDEZ,
mayor de edad, casado, Conlable, y vecino de Dorado, Puerto Rico, en adetanle denom!nado en este
documenlo EI Arrendatarlo�. Dlrecci6n postal: PMB 632 Calle Sierra Morena 267 Sari Juan, Puerto Rico
0
-PRIMERO: Que 11La Arrandadora" es duena en piano domln!o de la propiedad iomueble a que se hace
referencia mas adelanle y por la presenle CEDE Y DA en arrendamfento a "El Arrandatarlo" dlcha
propiedad inmueble bajo los t6nnlnos y condlclones consignados en esle documento. Las propledades
inmuebles, objelos del arrendamiento, que aparecen descrilas mas adelanle, fonnan parte de las Flncas
Matojal y Cayures, radlcadas en el Barrio Caho Caribe del tArm!no n1unlc!pal de Vega Baja, Puerto
Rico.-•--·-,---------------------·------
-SEGUNDO: Descripcion: los predios objetos del presenle arrendamlento llenen una cabida superficial
aproximada de 321.27 cuerdas en total perteneclentes a le finca antes menclonada y que se describen a
conllnuacl6ri: __________,___________,
ROSTICAS:
FINCA MATOJAL:
Predlo radlcado en el Banio Cabo Caribe def llmnlno munlclpal de Vega Baja, Puerto Rico; con una
cabida s�rllclal apmximada de 140.27 cuerdas. En llndes: por el NORTE, con le1Tenos propledad
de la Aulolfdad de Tlarras de Puerto Rlco: por el SUR, con l!lll'enos plivados: por el ESTE, con
terrenos privados, lerrenos propledad de la AulOridad de Tieiras de Puerto Rico y coo Ramal de la
Carrelera PR,6671; y por el OESTE, con terrenos privados. ----------
1
FINCA CAYURES:
Piedlo radlcado en el Barrio Cabo Ceribe clel termlno municipal de Vega Baja, Puerto Rlco; con una
cablcla superflclal aproxlmada de 181.00 cuerdas. En 1-ldes: por el NORTE, con lerrenos privados;
por el SUR, con lerrenos propledad de la Auloridad de lierras de Puerto Rico; por el ESTE, con
servldumbre de la Carrelera Estala! PR-686; y por el OESTE, con lerrenos pnvados. ----
Este predio aparece geogralicamenle deUmllado en el craquis que se acompalla y se hace lormar parte de
-1) El tennlno del arrendamienlo sera par un perlodo da dlez (10) allos, a partlr de la fecha de la
flrma de este contrato. ---------------------
-2) Las canlidades a pagar por conceplo de este arrendamienlo se desglosan a conlinuaci6n: ---
---···- ·· ····
Perlodo USO Canon
Allos1al5 Mensu.al I Anual
321.27 cdas @ $50.0D cdalalio S1 338.63 I i16,063.50
Parlodo Pastoa majorados Canon
Mos 6 al 10 (Napier Gran) Mensual
I Anual
321.27 cdas@ $1D0.00 cda/af\o
... - -- s2,s11.2s 1 $32,127.oo
- En caso de que el CRIM o alglin lrlbunal con Jurlsdlccl6n lmponga el pago de contribuclonas
terrltoriales por el predio arrandado, al pago aeli asumldo por "El Arrendatarlo". Oisponifmdose
ademas, que cualquier aumento conlribulivo que se imponga a la misma sera tambien responsabllidad de
- Los pagos se efectuaran par mes adelantado, en las oliclnas de "la Arrendadora", localizadas en la
Parada 19½, Avenida Fernandez Juncos, Numero 1311, en Santurce. "El Arrendalarlo" queda advertldo
que "La Arrendadora" se reserva el derecho a cambiar el clclo de facturacl6n, segun esllme necesario sin
que lo anterior conlleve camblo ni modincaci6n alguna a los 16rminos del presenle conlrato. "El
Arrendatario" se compromete y obllga a pagarle a "La Arrandadora" intereses anuales sobre cualquier
cantldad que adeudare y tuvlere en atraso, ulilizando como base el uno por ciento (1 %) sobre esle, a la
- Para garanllzar el pago de las canones correspondientes a un termlno de dlez (10) anos, "El
Arrendatario" presenl6 a "La Arrendadora" la cantldad de $8,031,75 como fianza a garanlla de pago
de los canones de arrendamlenlo, Dicha canlidad deposilada no generara inlereses a favor del
Paticionario y le ser� devuella a "El Arrendatarlo" una vez culmine o se dA por tennlnado el contrato de
arrendamlento sujelo a cualquier deducci6n apficable por dnones no pagados. El Arrendatarlo" pagaril
la canlldad de $481.90 para cubrir parte de loa gaatas admlnfstraUvos. Adamas, "El Arrendatarlo'
2
entregara a "La A1Tendadora", y mantendril en vigor durante la vlgencia del contralo de arrendamlento, una
fianza preslada por DOS (2) PERSONA$ de reconocida solvencia econ6mica. La flanza d8beril ser
perjuicios que la vlolaci6n de esla condlcl6n ocaslone. En caso de qua fuese necesario conslruir alguna
edlficaci6n para realizer los prop6sllos de esle conlralo "El Arrandatarfo" vendra obllgado a sollcilar
autorizaci6n previa y por escrilo at Director Ejeculivo de "la Arrendadora". Oicha sollcitud sera evaluada
y su resullado sera oportunamenle informado por escrtto a "El Arrendatarlo". -------
-4) "El Arrendatarlo" se compromete a ullllzar la propledad arrendada imlca y excluslvamente
para PASTOS MEJORADOS (NAPIER GRASS), dlsponl6ndose que sl se vlolare esta condicl6n, "La
Arrendadora" podr6 resolver el contrato de arrandamlanto lnmedlatamente. "El Arrendatario"
exprasamante raconoce que esta prohlbldo utllizar la propiedad arrendada para cualquier uso no
contemplado en al praaente contrato. ----·------�-------
--5) Las partes convlanen qua el acceso a laa propledades arrendadas serli por la Carretera Estatal
PR-686 y Ramal 6671 para la llnca Matojal y para la flnca Cayures por la Carratera Estatal PR•686.
"El Arrandatarlo" debera mantener y conservar en buenas condiciones el carnlno de acceso y los
caminos o callejones que dlscurran por la propledad arrendada con malertales reslslentes, tales como
tosca o caliche. Oueda tenninantemenle prohlbido el uso de gravma, asfalto o cualquler Hpo de matertal
parecido. "El Arrendatarlo" se obRga a respetar las servidumbres eslablecidas sobre el inmueble objeto
de esle arrendamlenlo e lmpedlrll que se establazcan nuevas servidumbres y derechos de peso sin el
consentimienlo escrilo de "La Ammdadora".-----------------
-6) "El Arrendatarlo" se oblige a cuidar la propiedad arrendada con la diligencia de un buen padre de
famllla compromatl6ndosa a entregar la mlsma en iguales o mejores candlclones de las que la recibe al
comenzar el conlrato, salvo el delerioro natural que sufra la misma. ----------
-7) "El Arrendatarlo" reconoce y acepta que el predlo objeto de esle contrato se esl� a1Tendando en su
condlcion actual ("as is') y por tanto se oblige a hacer en la propledad a1Tendada, durante el termino del
arrendamiento, aquellos trabajos que sean necesartos para conforrnarla y conservarfa en eslado de servir
para el uso a que habra de deslin�rsele, lodo ello por su cuenla sin gasto o desembolso alguno para "La
Arrendadora11 .---