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This Pre-bid Agreement (Agreement) entered on this 30th day of May 2015.
By and Between
Al Shafar General Contracting L.L.C., whose registered office is P.O. Box 13164,
Dubai, UAE, (hereinafter referred to as ASGC)
AND
Yotek Construction L.L.C., whose registered office is P.O. Box 1451, Code 1110
Addis Ababa, Ethiopia (hereinafter referred to as "Yotek"),
The expressions "Yotek and ASGC shall, wherever the context admits, mean and
include their respective legal representative(s), successor(s)-in-interest and assigns
and shall collectively be referred to as "the Parties" and individually as "the Party".
PREAMBLE
WHEREAS THE NIB INTERNATIONAL BANK NIB, (hereinafter referred to as the
"Employer") has invited tenderers for the execution of the construction of NIB
Headquarter Project. (hereinafter referred to as the "Project");
AND WHEREAS the Parties have indicated their willingness to co-operate with
respect to preparing and submitting to the Employer their bid (hereinafter referred to
as the Bid) for the Project and in the event of a contract (hereinafter referred to as
the Contract) being awarded to the Parties by the Employer, the Parties shall
proceed to enter into a Joint Venture for the execution of the Project.
NOW, therefore, ASGC and YOTEK hereby agree to the following terms of the
Agreement:
Clause 1 - PURPOSE OF THE AGREEMENT
1.1
1.2
ASGC and YOTEK hereby agree that they accept and form an intergrated
Joint Venture to execute the Project with the other Parties to the satisfaction
of the Employer under joint and several liability regardless of their respective
shares in the Joint Venture and in the event of the same being accepted by
the Employer, to enter into the Contract. The Parties shall co-operate with
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each other to the maximum extent in order to secure the Project and
thereafter to invest their full resources to execute and maintain it successfully
in accordance with the terms of the Contract.
Clause 2 - JV REPRESENTATIVE - LEADER
2.1
The Parties will jointly co-ordinate the preparation and the submission of their
Bids to the Employer.
2.2
For the purpose of the Contract, the Parties authorize ASGC to lead the Joint
Venture. Both Parties will agree and establish a Supervisory Board to exercise
overall control and administration of the Joint Venture.
The Parties agree that in the event that the Project is awarded to the Joint
Venture, the respective participation resources and interests of each Party in
the Joint Venture shall, at all times, be in the following shares:Participation Percentage (%)
ASGC
YOTEK
3.2
60%
40%
The Parties shall mutually discuss and agree upon the price of the Bid,
Working Capital, Project Cost, Management of the Joint Venture, assumptions
and responsibilities of each Party and any special conditions.
All negotiations with the Employer and/or the Project Manager by the JV in
connection with the Contract award shall be with the involvement and prior
consent of the Parties.
4.2
4.3
During the negotiations with the Employer and or the Project Manager, the JV
may not offer any concession or price discount without obtaining the prior
written consent of all Parties.
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Clause 5 - EXCLUSIVITY
5.1
During the validity of this Agreement, none of the Parties shall enter into any
similar agreement or Memorandum of Understanding of any nature in respect
of the Project, discuss matters concerned under this Agreement, tender for or
execute
the
Project,
either
directly,
indirectly,
through
their
subsidiary/associate or otherwise, with any other party.
Clause 6 LIABILITY
6.1
None of the Parties shall be liable to the other Party for any specific incidental,
direct, indirect or consequential loss, injury or damages, loss or anticipated
loss of income or profit, business interruption or disruption, loss by reasons of
delay or inability in proceeding with the Project howsoever arising.
6.2
Clause 7 - ASSIGNMENT
7.1
The Parties shall not assign or transfer any interest under this Agreement,
without the prior written consent of the other Parties.
Clause 8: NO AGENCY
8.1
8.2
8.3
This Agreement relates only to the single purpose of the successful Bid and
the Joint Venture contemplated in it.
Nothing contained herein is intended to create a partnership, agency, fiduciary
relationship or any other separate legal or corporate entity among the Parties.
No Party has the right to represent or bind the other Party without the other
Party's prior written consent.
This Agreement shall remain valid until it becomes null and void if any one or
more of the following events occur:
a)
b)
c)
d)
e)
f)
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Clause 10 CONFIDENTIALITY
10.1
Each of the Parties hereby warrants and undertakes that during the
continuance and after determination of this Agreement they will not, without
the consent of the other Party, use or disclose any information obtained by
either Party under this Agreement unless and until such information becomes
generally available to the public.
Clause 11 - NOTICES
11.1
All notices and communications shall be sent to the following addresses of the
Parties:
YOTEK
Yotek Construction
Attn: Dawit Ghidey
General Manager
PO Box 1451, Code 1110, Addis Ababa
Tel: +251 11 372 7112/Fax: +251 11 371 7124
ASGC
Each Party shall separately bear all costs and expenses they may expend or
incur in connection with the preparation, submission and negotiation of the
Bid.
Clause 13 - AMENDMENTS:
13.1
Clause 14 LANGUAGE
14.1
The Parties hereby agree to open if required a Joint Venture Bank Account
under the name of ASGC and YOTEK JV with a mutually agreed Bank in
Ethiopia and/or UAE to serve this Joint Venture and issue any requested
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16.2
16.3
This Agreement shall be governed and construed in accordance with the laws
of England.
Board
Project Manager
18.2 Board
18.2.1 The Board is vested with the control and supreme authority of the Joint
Venture, and shall in any case be responsible for the following:
a. General Policy and General Control;
b. Modification, omissions or alterations to the contract for the works,
c. Appointment and removal of the Projects Manager and the Financial
Manager
d. Principles of Employment Contracts of staff,
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IN WITNESS WHEREOF the Parties have signed this Agreement the day and date
first above written:
FOR AND ON BEHALF OF
ASGC
BY THE DULY AUTHORISED
REPRESENTATIVE
________________________
Bishoy Azmy
CEO
_________________________
Yohannes Teklay
CEO
_________________________
Karim El Shenawy
Business Development Manager
(Witness)
_________________________
Dawit Ghidey
General Manager
(Witness)
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