ME M O RA N DU M O F U N DE R S TA N DIN G
No._______________/2020/RC/C-MAGBA
BETWEEN
THE C O M M UN I TY OF MA G BA
AND
PRIVIDA SPV CAMEROON LIMITED
RELATING TO THE PRODUCTION, DISTRIBUTION AND SALE OF ELECTRICITY
IN THE RURAL AREAS OF THE COMMUNE OF MAGBA,
WESTERN REGION, REPUBLIC OF CAMEROON IN “BUILT, OWN, OPERATE
AND TRANSFER (BOOT)” MODE
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THIS MEMORANDUM OF UNDERSTANDING IS CONCLUDED
BETWEEN
THE COMMUNITY OF MAGBA
Represented by the Mayor
Hereinafter referred to as “ the Client ”,
Firstly
The company Prvida SPV Cameroon Limited, hereinafter referred to as “ the
Partner ”
On the other hand,
Both jointly referred to as “the Parties”
Previously exposed as follows:
Taking into account the political option taken by the Government relating to decentralization
giving administrative and financial autonomy to decentralized local authorities;
Considering that the State of Cameroon has established a legal and regulatory framework
specific to partnership contracts which includes in particular the following texts:
Law No. 2006/012 of December 29, 2006 establishing the general regime for
Partnership Contracts;
Law No. 2008/009 of July 16, 2008 establishing the tax, financial and accounting
regime applicable to Partnership Contracts;
Decree No. 2008/035 of January 23, 2008 relating to the organization and operation
of the Support Council for the Implementation of Partnership Contracts;
Decree No. 2012/148 of March 21, 2012 modifying and supplementing certain
provisions of Decree No. 2008/035 of January 23, 2008 relating to the organization
and operation of the Support Council for the Implementation of Partnership Contracts;
Order No. 186/CAB/PM of November 15 setting the rates and terms of collection of
fees payable under Partnership Contracts;
Circular No. 002/PM of February 15, 2012 relating to instructions relating to the terms
of promotion of subcontracting in terms of Partnership Contracts and Contracts
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negotiated within the framework of the application of other investment incentive
regimes;
Considering the government policy establishing an incentive framework for private investment
stipulated in the law No. 2013/004 from 18 April 2013 setting incentives for private
investment in the Republic of Cameroon and, the development renewable energies ;
Considering that to achieve its objectives, the government has undertaken substantial reforms
and has established a legal incentive framework, open to all forms of partnership and favorable
to the independent production of energy from other energy sources for sustainable
development;
Considering that the Partner has declared that it has the technical and technological capabilities
necessary for the development and construction of energy production infrastructure from solar
photovoltaic systems;
Aware of the fact that society Partner expressed its determination to undertake studies with a
view to developing off-grid photovoltaic solar power plants in rural areas of the Municipality
of Magba;
Considering that the Partner contacted the municipal executive of Magba in order to achieve
this ambition and the latter accepted, while affirming in particular that this project aims to
improve energy supply through the development of renewable energy sources,
This Memorandum of Understanding is preliminary to the idea of signing a Purchase
Agreement and a Services Agreement when the preliminary stages are completed and
validated.
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THE PARTIES AGREE AS FOLLOWS:
Article 1 . - Object
The purpose of this memorandum of understanding is to provide a framework for cooperation
between the parties in order to finance and carry out studies for the development of off-grid
photovoltaic solar power plants in the localities of Fourouongai , Koula , Manouri , Machouti ,
Makoupale Grand , Makoupale Petit , Mamossafon-Manda 1 , Mamossafon-Manda 2 , Manté
le Grand , Mante le Petit , Matta , Mabougam and Ngounso in the commune of Magba,
Arrondissement of Magba, Department of Noun, Western Region, Republic of Cameroon in
“mode Built, Own, Operate and Transfer (BOOT) » being referred to as “the Project”.
Article 2 . - Finance
The partner agrees to finance all phases of the project as mentioned below in article 4,
paragraph 4-1 (Commitment of the Parties).
Article 3. - Validity and duration of mandate
This memorandum of understanding is concluded for a period of twenty-four (24) months,
renewable once for the same period.
It takes effect from the date of its signature by the Parties.
Within one month (30 days) from the date of signing this memorandum of understanding, the
partner must present to the municipality of Magba a detailed schedule of activities.
In case of failure to submit the schedule of activities within the deadline mentioned above,
additional time of equal duration will be granted to do so.
If at the end of the additional period, the partner has still not submitted the schedule of activities
to the municipality of Magba, this memorandum of understanding automatically terminates
without any further procedure.
This protocol also ends in the following cases:
has. upon maturity of this memorandum of understanding;
b. at any time, when the parties cannot agree on points of disagreement relating to this
memorandum of understanding;
vs. if six (06) months after signing the memorandum of understanding, no action is taken in
accordance with the agreed timetable;
d. if after initialization of the activities the work is suddenly interrupted for a period of one (01)
month without any valid reason and after a prescription has been sent and without action for a
period of fifteen (15) days;
e. in the event that the studies mentioned above prove inconclusive;
f. upon signing the service contract.
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Article 4 -. Commitments of the Parties
For the application of this memorandum of understanding:
4.1 Partner Commitments :
The partner undertakes to carry out all the technical, economic and financial studies necessary
for the implementation of the project.
To this end, it undertakes to:
has. mobilize human, material and financial resources for the project;
b. undertake and finance project studies, including environmental studies, as well as the
Environmental and Social Management Plan (ESMP) and the compensation and resettlement plan
(PCR);
vs. produce a half-yearly report on the progress of the project to submit to the government;
4.2 The Municipality of Magba undertakes to:
has. grant all specific facilities to the Partner as provided for by the regulations in force.
Furthermore, it reserves the right to carry out all due diligence procedures as it deems
appropriate;
b. The Municipality of Magba will provide the Partner with the exact locations and will assist it
in acquiring the technical details of the network for all the project locations;
vs. grant exclusive rights to the sites to the partner during the term of this Memorandum of
Understanding. During this period, the Municipality of Magba cannot grant the same rights on
the project site to any other person or entity;
d. the Municipality of Magba will facilitate all administrative formalities necessary for the
implementation of the Project, including those relating to obtaining any permits and
authorizations as well as concessions, licenses and authorization contracts required to carry out
the various activities planned for this purpose by the regulations in force.
Article 5 . - Withdrawal from the Sites
The Municipality of Magba reserves the right to unilaterally withdraw the site, if one or more
of the following situations arise:
has. the Municipality of Magba discovers and decides during or before the completion of
studies relating to the project to explore and exploit the mining resources or to implement other
projects on the sites previously allocated to the partner and,
b. if the partner uses the sites for uses other than those for the objectives of this memorandum
of understanding.
Article 6 . - Implementation of the project
The project will be implemented in accordance with the regulations in force in Cameroon, and
will include the following phases:
a. signature of this Memorandum of Understanding;
b. economic and financial analysis of the project;
c. summary preliminary design studies of the project;
d. detailed preliminary design studies of the project;
e. obtaining environmental and social impact notices;
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f. Environmental and social management plan (ESMP) , and where applicable, the
compensation and resettlement plan (PCR) and forest inventories.
Article 7 . - Ownership and confidentiality
has. study reports must be made available to each party; they are considered confidential. No
information will be transmitted to a third party without the written agreement of the parties
signing this MOU;
b. If all or part of the project will be operated by a third party, the partner will have the right
to request from the Municipality of Magba or the third party compensation equal to the entire
loss suffered in the event of use of these reports.
vs. any official communication regarding this Memorandum of Understanding must be accepted
by the parties.
Article 8 . - Notification
Any written notice by either party will be deemed to have been given when submitted in person
or sent by mail to the following address:
For the Municipality of Magba
The mayor
Phone No : (+237) 677 604 178 / 696 935 809
Address : Magba Council
For the Partner:
The General Director and CEO
Phone No : (+237) 674 474 414 / 677 680 766
Email : PriVidaSPV@[Link]
Po Box : 5905, Douala - Cameroon
Article 9 -. Force Majeure
has. Any unforeseen and irresistible event beyond the control of the parties and likely to have
a negative impact on the ability of each Party to honor contractual commitments must be
considered a case of force majeure.
b. In the event of a force majeure event, the Parties shall examine the corrective measures to
be taken.
Article 10 -. Applicable laws
This Memorandum of Understanding is governed by the legal laws in force in the Republic of
Cameroon.
Article 1 1 -. Dispute settlement
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Any dispute arising from the implementation or interpretation of this Memorandum of
Understanding will be settled amicably by the parties through consultations and/or negotiations.
Failing an amicable settlement, the Cameroonian courts have exclusive jurisdiction.
Article 12 . - Revision-amendment
This Memorandum of Understanding may be revised or modified at the initiative of either Party
on the basis of mutual agreement. The revised or modified provisions will enter into force upon
their adoption by the Parties.
Article 13 . - Particular dispositions
The Municipality of Magba reserves the right to carry out any inspection it deems appropriate
to ensure the proper execution of the approved project.
It must, in consultation with the competent sectoral administrations, ensure that the materials,
supplies, equipment and other goods necessary for the implementation of this protocol are not
diverted from their purpose, thus becoming subject to tax.
IN WITNESS WHEREOF, the undersigned, duly authorized, have signed this memorandum of
understanding for collaboration in six (06) original copies, including three (03) in English and
three (03) in French. /-
Magba, the ……………
For the Partner For the Municipality of Magba
The General Director and CEO The Mayor
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