IRREVOCABLE JOINT VENTURE AGREEMENT.
PRE BID JOINT VENTURE AGREEMENT is made on this ………day of………………2008
by between the following parties.
PRISMO UNIVERSAL ITALIANA S.P.A having established its place of business in
the United Republic of Tanzania at Zanzibar, under Certificates of compliance
No……….dated……..day of………., 2008 and that of duty represented by
Mr………………………….in his capacity of authorized representative in the United
Republic of Tanzania. (hereinafter referred to as the “First Partner”).
and
BADR EAST AFRICAN ENTERPRISES LTD having established its place of
business in the United Republic of Tanzania at…………………. Plot No. “……” Port
Actress Road, Tabata industrial Area P.O Box ………Certificates of Incorporation
No……….dated ……..day of ………, 2008 duly represented by Mr…………………….in his
capacity of General Manager authorised signatory.(hereinafter referred to as the
“Second Partner”).
WHEREAS
……………….of the United of Republic of Tanzania represented by the Tanzania
National Road Agency (TANROADS) ………. Tender No THQTB/DD/04/2005/2006
for the …….. of Marangu – Rombo Mkuu and Mwika Kilacha Roads to bitumen
standard. (hereinafter referred to as “The project”).
AND WHEREAS
PRISMO UNIVERSAL ITALIANA S.P.A hereby declare and confirm its having
considerable world wide diversified and extensive experience and capability to
manage Projects in full compliance with the qualification requirements laid down
in the Information for bid (I.F.B) the Instructions to Bidders (I.T.B) and the Bidding
Data forming part of the Tender Dossier and BADR EAST AFRICAN
ENTERPRISES LTD hereby declare and confirm being a C.R.B registered class
local civil Contractor.
AND WHEREAS
PRISMO UNIVERSAL ITALIANA S.P.A and BADR EAST AFRICAN ENTERPRISES
LTD a prion desire to form a joint venture and prepare and submit the bids and
on an exclusive basis the Tender document for the above the Project.
NOW THEREFORE THIS AGREEMENT WITNESSTH AS FOLLOWS:
PREAMBLE:
The foregoing preamble form an integral and enforceable part of this pre bid
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Joint Venture agreement.
Name of the Joint Venture:
The Joint Venture hereby formed by the parties hereto shall be called
PRISMO – BADR joint venture(hereinafter referred to as “the Joint Venture”).
Qualification requirements:
Minimum percentage of qualification requirements to be met by each party in the
execution of the work the subject of the contract shall be as follows.
1. PRISMO UNIVERSAL ITALIANA S.P.A (the Leading Partner) not less
than 70%.
2. BADR EAST AFRICAN ENTERPRISES LTD (Partner) not less than 30%
Shared of interest (ownership) in the Joint Venture.
Ownership of the Joint Venture shall be shared as follows.
1. BADR EAST AFRICAN ENTERPRISES LTD 60%
2. PRISMO UNIVERSAL ITALIANA S.P.A 40%
Responsibility of the Parties.
The parties shall be jointly and severally bound to fulfil the term of the contract
according to the law of the United Republic of Tanzania.
Leading Partner.
The leading partner of the Joint Venture shall be PRISMO UNIVERSAL ITALIANA
S.P.A with authority to bind the Joint Venture.
Alteration of the JV Composition.
The composition of the constitution of the Joint Venture shall not be altered
without the prior consent of the Contracting Authority.
Address and registration (Principal Place of Business) of the Joint Venture.
Address and registration of the Joint Venture is;
P.O. Box 1053,
Tel 028 560911,
Telefax 028 560878,
Mwanza-Tanzania
Leader and sponsor;
PRISMO UNIVERSAL ITALIANA S.P.A is the Leader and sponsor for the Joint
Venture and shall submit the tender to the contracting Authorities on behalf of
the Parties Mr ………………………is hereby authorised empowered and delegated to
sign and submit the bid for the project for and on behalf of the BADR EAST
AFRICAN ENTERPRISES LTD Joint Venture. The Leader shall be responsible for
total technical administrative and financial project management and contract
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management.
Expenses.
All expenses incurred by each party in connection with the Bid and
execution of this agreement, will be bom by himself.
Should any common expense be required it will be agreed upon before
being expended and be borne by each party according to his share of
participation as in article 3 hereof.
Bonds, guarantees and insurance of any nature whatsoever , shall be
provided by the Leader in the name of the Joint Venture. Costs of the
same shall be shared by the joint venture in proportion of their share of
participation in the joint Venture
Duties of the Joint Venturers for the submission of the Bid
PRISMO UNIVERSAL ITALIANA S.P.A. is responsible to collect the required
documents and prepare and submit the Bid.
BADR EAST AFRICAN ENTERPRISES LTD is commited to forward immediately
upon reques all the documents and information required by
PRISMO UNIVERSAL ITALIANA S.P.A. for preparation of the Bid.
Withdrawal from this agreement,
No withdrawal from the agreement for any person whatsoever shall be
acceptable.
Commitments.
The parties to this Pre-bid Joint Venture agreement shall associate
themselves only for the above mentioned project(Tender
No.THQTB/DD/04/2005/2006) for the upgrading of Marangu-Rombo Mkuu and
Mwika-Kiacha Roads to bitumen standard during the validity of this Pre – bid
Joint venture agreement.
Termination.
This agreement will be automatically terminated in the event that no
contract envisaged under this agreement is awarded to the Joint Venture.
Joint Venture agreement and Internal Regulations.
A detailed joint Venture agreement with internal regulations shall be signed
by the parties in case of award of the envisaged contract.
The joint venture agreement and the internal regulations shall no modify on in
anyway alter the position of PRISMO UNIVERSAL ITALIANA S.P.A.
as leader of the Joint Venture and the joint responsibility of the parties
before the contracting Authority.
Applicable law
The Law applicable to this agreement shall be the law of the United
Republic of Tanzania.
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Language.
The language of this agreement is the English Language.
Jurisdiction.
The Court having jurisdiction in respect of this agreement, is the High
Court of Tanzania Dar es salaam - District.
IN WITNESS WHEREOF parties hereto have cause this agreement to be
signed and sealed by duly authorized representatives on the day, month and
year in the manner hereinafter appearing.
SIGNED AND DELIVERED by the said )
………………………, the representative )
of the leading Partner and who is )
able to read and write the language )
in which the above document is written)
and who is known to me personally/ ) …………………..….
identified to me by…….............................) The representative
……………….………………... the latter ) of the leading Partner.
being known to me personally this……...)
……… day of …………..………..…2008. )
Name ………………………………………
Signature ……………………………………
Address ……………………..……………...
Qualification………………..………………
SIGNED AND DELIVERED by the said )
………………………, the representative )
of the Partner and who is able to read )
and write the language in which the )
above document is written and who )
is known to me personally/ identified ) …………………..….
to me by……..............................................) The representative
……………….………………... the latter ) of the Partner.
being known to me personally this……...)
……… day of …………..………..…2008. )
Name ………………………………………
Signature ……………………………………
Address ……………………..……………...
Qualification………………..………………
Prepared by;
Xxx Attorneys
