First Schedule (Section 4(3))
Ancillary powers of agency
1.To acquire by lease, purchase, or otherwise, immovable property, and to construct buildings thereon.2.To buy, take in exchange, hire or otherwise acquire movable property, including vehicles, necessary or convenient for the performance of its functions.3.To maintain, alter and improve property acquired by it.4.To mortgage or pledge any assets or part of any assets and to sell, exchange, let, dispose of, turn to account or otherwise deal with any assets or part of assets which are not required for the exercise of its functions for such consideration as the Agency, with the approval of the Minister, may determine.5.To open bank and building society and post office accounts in the name of the Agency and to draw, make, accept, endorse, discount, execute and issue for the purposes of its functions promissory notes, bills of exchange, bills of lading, securities and other negotiable or transferable instruments.6.To insure against losses, damages, risks and liabilities which it may incur.7.To sell, rent, grant leases, subleases or other interests or concessions in respect of land, buildings or any other facility or structure owned by it, or under its control.8.To enter into contracts and suretyships or give guarantees in connection with the exercise of its functions and to modify or rescind such contracts or rescind such suretyships or guarantees.9.With the approval of the Minister, to enter into, review, cancel or abandon arrangements with any government or agency, whether inside or outside Zimbabwe, that may seem conducive to the exercise of any of its functions and to obtain from such government or agency rights, privileges and concessions which the Agency thinks desirable, and to carry out, exercise and comply with such arrangements, rights, privileges and concessions.10.To raise loans or borrow money in such amounts and for such purposes and under conditions as may be approved by the Minister.11.To establish and such funds and reserves as the Agency considers appropriate or necessary for the proper exercise of the Agency’s functions.12.To provide terminal benefits for its employees on their retirement, resignation, discharge or other termination of service or in the event of their sickness or injury.Second Schedule (Section 6(3))
Provisions applicable to Zida advisory board
1.Terms and conditions of office of members(1)Subject to this Schedule, a member shall hold office for such period, not exceeding five years, as the Minister may fix on his or her appointment.(2)Subject to paragraph 8, a member shall hold office on such conditions as the Minister may fix in relation to members generally.(3)A retiring member shall be eligible for re-appointment as a member.2.Disqualification for appointment as member(1)The Minister shall not appoint a person as a member and no person shall be qualified to hold office as a member if he or she—(a)is married to a person who is engaged in any activity connected with any business, if in the opinion of the Minister such financial interest or activity is likely to interfere with the impartial discharge by that person of his or her duties as a member; or(b)has, in terms of a law in force in any country—(i)been adjudged or otherwise declared insolvent or bankrupt and has not been rehabilitated or discharged; or(ii)made an assignment to, or arrangement or composition with, his or her creditors which has not been rescinded or set aside;or(d)has, within the period of five years immediately preceding the date of his or her proposed appointment, been convicted—(i)in Zimbabwe, of an offence; or(ii)outside Zimbabwe, in respect of conduct which if committed in Zimbabwe would constitute an offence;and sentenced to a term of imprisonment imposed without the option of a fine, whether or not any portion has been suspended, and has not received a free pardon.(2)A person who is—(a)a member of Parliament; or(b)a member of two or more other statutory bodies;shall not be appointed as a member, nor shall he or she be qualified to hold office as a member.(3)For the purpose of subparagraph (2)(b)—(a)a person who is appointed to a council, board or other authority which is a statutory body or which is responsible for the administration of the affairs of a statutory body, shall be regarded as a member of that statutory body;(b)"statutory body" means—(i)any Commission established by the Constitution; or(ii)any body corporate established-directly by or under an Act for special purposes specified in that Act, the membership of which consists wholly or mainly of persons appointed by the President, Vice President, a Minister or a statutory body or by a Commission established by the Constitution3.Vacation of office by memberA member shall vacate his or her office and the member’s office shall become vacant—(a)one month after the date upon which he or she gives notice in writing to the Minister of his or her intention to resign or on the expiry of such other period of notice as the member and the Minister may agree; or(b)on the date he or she begins to serve a sentence of imprisonment imposed in Zimbabwe without the option of a fine—(i)in Zimbabwe, in respect of an offence; or(ii)outside Zimbabwe, in respect of conduct which if committed in Zimbabwe, would constitute an offence; or(c)if he or she becomes disqualified in terms of paragraph 2(1)(a), (b) or (c) to hold office as a member; or(d)if he or she is required in terms of paragraph 4 to vacate his or her office.4.Dismissal or suspension of members(1)The Minister may require a member to vacate his or her office if the member—(a)has been guilty of any conduct that renders him or her unsuitable as a member; or(b)has failed to comply with the conditions of his or her office fixed by the Minister in terms of paragraph 1(2); or(c)is mentally or physically incapable of efficiently carrying out his or her functions as a member.(2)The Minister, on the recommendation of the Board, may require a member to vacate his or her office if the member has been absent without the permission of the Board from two consecutive meetings of the Board of which he or she was given at least seven days’ notice and there was no just cause for the member’s absence.(3)The Minister may suspend a member—(a)whom he or she suspects on reasonable grounds of having been guilty of conduct referred to in subparagraph (1)(a); or(b)against whom criminal proceedings have been instituted for an offence in respect of which a sentence of imprisonment without the option of a fine may be imposed;and while that member is so suspended he or she shall not carry out any functions as a member.5.Filling of vacancies in BoardOn the death of or the vacation of office by a member the Minister shall appoint a person to fill the vacancy.6.Meetings and procedure of Board(1)The Board shall hold its first meeting on such date and at such place as the Minister may fix and thereafter the Board shall meet for the dispatch of business and adjourn, close and regulate its business as it thinks fit:Provided that a meeting of the Board shall be held not less than six times in each financial year of the Agency.(2)The chairperson of the Board—(a)may at any time convene a special meeting of the Board; and(b)shall convene a special meeting of the Board on the written request of—(i)the Minister, within such period as the Minister may specify; or(ii)at least two members, not later than fourteen days after his or her receipt of such request.(3)Written notice of any special meeting convened in terms of subparagraph (2) shall be sent to each member no later than forty-eight hours before the meeting and shall specify the business for which the meeting has been convened.(4)No business shall be discussed at a special meeting convened in terms of subparagraph (2) other than—(a)such business as may be determined by the chairperson of the Board, where he or she has convened the meeting in terms of paragraph (a) of that subparagraph; or(b)the business specified in the request for the meeting, where he or she has convened the meeting in terms of paragraph (b) of that subparagraph.(5)The chairperson or, in his or her absence, the vice-chairperson shall preside at all meetings of the Board:Provided that, if the chairperson and the vice-chairperson are absent from a meeting of the Board, the members present may elect one of their number to preside at that meeting as chairperson.(6)Five members shall form a quorum at any meeting of the Board.(7)All acts, matters or things authorised or required to be done by the Board may be decided by a majority vote at a meeting of the Board at which a quorum is present.(8)Subject to subparagraph (9), at all meetings of the Board each member present shall have one vote on each question before the Board and, in the event of an equality of votes, the chairperson shall have a casting vote in addition to a deliberative vote.(9)Any proposal circulated among all members and agreed to in writing by a majority of all members shall have the same effect as a resolution passed at a duly constituted meeting of the Board and shall be incorporated in the minutes of the next succeeding meeting of the Board:Provided that if a member requires that such proposal be placed before a meeting of the Board, this subparagraph shall not apply to such proposal.7.Committees of Board(1)For the better exercise of its functions, the Board may establish one or more committees and vest in the committees such of its functions as it thinks fit:Provided that the vesting of any functions in a committee shall not divest the Board of those functions in relation to any matter that has not been decided by the committee.(2)Where it has established a committee the Board—(a)shall appoint at least one member of the Board to be a member of the committee and shall designate that member, or one of those members, as the case may be, to be chairperson of the committee;(b)subject to subparagraph (3), may appoint persons who are not members of the Board to be members of the committee.(3)The Board shall not appoint a person to be a member of a committee if he or she is disqualified in terms of paragraph 2 from appointment as a member of the Board.(4)The office of a member of a committee of the Board shall terminate—(a)in the case of a member who is a member of the Board, upon his or her ceasing to be a member of the Board;(b)in the case of a member who is not a member of the Board, if he or she would be required in terms of paragraph 3 to vacate his or her office had paragraphs 3(a), (b) and (c) applied to him or her.(5)Subject to subparagraph (4), members of committees of the Board shall hold office on such conditions as the Board may fix for members of committees generally.(6)The chairperson of the Board may at any time and place convene a meeting of a committee of the Board.(7)Subject to paragraphs 6, 9, and 12, the procedure to be followed at any meeting of a committee of the Board shall be fixed by the Board.8.Remuneration and expenses of members of Board and members of committeesMembers of the Board and of committees of the Board shall be paid from the funds of the Agency—(a)such remuneration, if any, as the Minister may from time to time fix for such members generally; and(b)such allowances, if any, as the Board may from time to time fix to meet any reasonable expenses incurred by such members in connection with the business of the Board or of the committee concerned,as the case may be.9.Disclosure of interest of members of Board and members of committees(1)If a member of the Board or of a committee of the Board or a spouse of such a member—(a)tenders for or acquires or holds a direct or indirect pecuniary interest in a contract with the Agency or any application for an investment licence under consideration by the Agency; or(b)knowingly acquires or holds a direct or indirect pecuniary interest in a company or association of persons—(i)applying or negotiating for a contract with the Agency; or(ii)applying for an investment licence;or(c)owns immovable property or holds a right in immovable property or a direct or indirect pecuniary interest in a company or association of persons which results in his or her private interests coming or appearing to come into conflict with his or her duties as a member;the member shall forthwith disclose the fact to the Board or to the committee, as the case may be.(2)A member referred to in subparagraph (1) shall take no part in the consideration or discussion of, or vote on, any question before the Board or the committee, as the case may be, which relates to any contract or right, immovable property, interest or application referred to in that subparagraph.10.Validity of decisions and acts of BoardNo decision or act of the Board or act done under the authority of the Board shall be invalid by reason only of the fact that a disqualified person acted as a member of the Board at the time the decision was taken or act was done or authorised.11.Execution of contracts and instruments by AgencyAny agreement, contract or instrument approved by the Board may be entered into or executed on behalf of the Agency by any persons generally or specially authorised by the Board for that purpose.12.Minutes of proceedings of Board and committees(1)The Board shall cause minutes of all proceedings of and decisions taken at every meeting of the Board or of a committee of the Board to be entered in books kept for the purpose.(2)Any minutes referred to in subparagraph (1) which purport to be signed by the chairperson of the meeting to which the minutes relate or by the chairperson of the next meeting of the Board or the committee concerned, as the case may be, shall be accepted for all purposes as prima facie evidence of the proceedings of and decisions taken at the meeting concerned.Third Schedule (Section 31(3))
Rights, duties and obligations of persons licensed to operate in special economic zones
1.Interpretation in Third Schedule(1)In this Schedule—"licensed investor" means an investor licensed in terms of section 32.2.Dealing with or disposal of goods in special economic zones(1)The Agency and any licensed investor shall be entitled to import into a special economic zone—(a)any capital goods, consumer goods, raw materials, components or articles intended to be used for the purposes of, and in connection with, an approved activity; and(b)any articles which are for the construction, alteration, extension or repair of premises in a special economic zone, including any articles for the equipping of premises and other ancillary facilities necessary for the proper administration of the premises and for the health, safety, hygiene and welfare at the premises of persons employed therein.(2)The Agency may take such steps as it considers necessary to preserve goods within a special economic zone, whether by moving such goods from one place to another or by storing such goods and, where any expenses are incurred by the Agency in so doing, the owner or consignee of such goods shall reimburse the Agency for any expenses so incurred.(3)Subject to this Act, goods brought into a special economic zone may—(a)unless otherwise directed by the Agency, be stored, sold, exhibited, broken up, packed, unpacked, replaced, assembled, distributed, sorted, graded, cleaned, marked, re-marked, loaded, unloaded, reloaded, divided, mixed, separated, or otherwise manipulated; or(b)be worked, processed or re-processed or otherwise manipulated or manufactured; or(c)subject to any enactment pertaining thereto, be destroyed.3.Retail tradeNo retail trade shall be conducted within any special economic zone without the prior approval in writing of the Commissioner-General of the Zimbabwe Revenue Authority and of the Agency, and any approval so granted shall be subject to such terms and conditions as the Commissioner-General and the Agency may impose.4.Disposal of goods abandoned in special economic zones(1)Where it appears to the Agency that any goods or property have been abandoned in any special economic zone for a period exceeding six months, the Agency may dispose of such goods or property whether by destruction, sale or otherwise and, in the case of disposal by sale, shall apply the proceeds of such sale against any fees or other expenses incurred in connection with those goods or property or such disposal.(2)Where any balance remains after the settling of the fees and expenses referred to in subparagraph (1), that balance may be paid to any person who claims them, if he or she does so within three months of the date of the disposal and the Agency is satisfied that the claimant was the owner of the goods disposed of or was entitled to them, but where there is no claimant for the proceeds of any such disposal by sale, such proceeds shall be paid into and become part of the funds of the Agency.(3)Nothing in subsection (1) shall be construed as authorising the sale or the disposal of any goods for use in the customs territory except in such circumstances and on such terms as the Minister and the Commissioner-General of the Zimbabwe Revenue Authority may from time to time approve.5.Certain goods not to be taken into or stored in special economic zonesNotwithstanding any other provision of this Act, the following goods shall not be taken into or stored in any special economic zone—(a)firearms and ammunition, except by members of the Police Force or the Defence Forces or by security guards employed to work in the area of any special economic zone in the course of their duties, or by such other persons as may be authorised by the Agency;(c)petroleum, inflammable materials, hazardous cargoes and oil fuels, except in such quantities and on such terms and conditions as maybe permitted by the Agency;(d)such other goods as may be prescribed.6.Import and export licensing(1)Subject to paragraph 2, licensed investors shall not be required to obtain a licence or permit under the Control of Goods Act for—(a)the import of any goods referred to in paragraph 2 from a country outside Zimbabwe; or(b)the export of any goods resulting from an approved activity within special economic zone to a country outside Zimbabwe.(2)The export of goods from a special economic zone to the customs territory shall, save as otherwise provided by this Act, be subject to the same requirements in regard to the obtaining of licences or permits under the Control of Goods Act as apply to goods imported from other countries outside Zimbabwe.7.Banking activitiesAny banking institution registered under the Banking Act may, subject to that Act and with the approval of the Agency, establish a branch within a special economic zone, and may at such branch—(a)conduct normal banking business permitted under the Banking Act :Provided that such bank shall not without any approval required under the Exchange Control Act , lend or make advances to—(i)any person designated as a non-resident for the purposes of that Act; or(ii)any licensed investor operating within such special economic zone;(b)subject to any approval required under the Exchange Control Act , operate foreign currency accounts for licensed investors operating within such export processing zones.8.Restrictions on borrowing and payments of employees(1)A licensed investor operating in a special economic zone—(a)may move funds necessary for his or her approved activity into and out of such special economic zone without having to obtain permission under the Exchange Control Act :Provided that a prior written declaration of the movement and amount of such funds shall be made to the Reserve Bank of Zimbabwe;(b)save for the purposes of borrowing working capital, shall not, without approval under the Exchange Control Act , borrow funds for use in his or her approved activity from any bank, building society, financial institution or other source situated in the customs territory.(2)A licensed investor who employs persons within a special economic zone who are regarded as non-residents for the purposes of the Exchange Control Act may pay the emoluments of such persons in foreign currency, and any person so paid may operate an external account with any banking institution whether within or outside the special economic zone.9.Vessels in special economic zonesAny vessel tied alongside a structure built beside a lake or river or other water body where vessels may dock comprised within the area of a special economic zone, shall be deemed to be within that zone.10.Foreign currency accounts and payments in foreign currency(1)Every licensed investor carrying on an approved activity within a special economic zone may, subject to any approval required under the Exchange Control Act , operate a foreign currency account (otherwise known as "Nostro FCA account") with any banking institution within the special economic zone or in the customs territory or outside Zimbabwe.(2)Where any person who is regarded as a resident of Zimbabwe for the purpose of the Exchange Control Act has any interest in an approved activity within a special economic zone, payment of interest, dividends or profits may be made to such resident in foreign currency.11.Insurance business(1)In this section—"Commissioner of Insurance" means the Commissioner of Insurance and Pension and Provident Funds as defined in section 2 of the Insurance Act .(2)All insurance business carried on in a special economic zone shall be subject to the Insurance Act .(3)The Agency shall not grant approval toy person to carry on insurance business in a special economic zone unless that person—(a)is registered in Zimbabwe in accordance with the Insurance Act ; or(b)if not so registered, has obtained the approval of the Commissioner of Insurance in respect of the proposed business; and has obtained any approval required under the Exchange Control Act .(4)Any insurance company, broker, agent, or sub-agent may, with the approval of the Agency and the Commissioner of Insurance, establish a branch within a special economic zone for the conduct of insurance business therein:Provided that any such approval shall be subject to such conditions as the Agency and the Commissioner of Insurance may consider necessary.(5)Any person granted approval in terms of this section shall—(a)keep such records in such form and containing such particulars; and(b)make such reports at such times;as may be required by the Commissioner of Insurance, and shall permit the Commissioner of Insurance or any person authorised by him or her at all reasonable times to inspect and examine such records and any documentation relevant thereto.(6)Where a person conducting insurance business establishes a branch in a special economic zone in terms of subparagraph (4), the Agency shall permit the Commissioner of Insurance or any person authorised by him or her to enter that special economic zone for the purpose of carrying out the inspection or examination of records referred to in subparagraph (5).Fourth Schedule (Sections 2 and 35)
Rules and procedures governing Public Private Partnerships
Part I – Preliminary
1.Meaning of PPP agreement(1)In this Act, "PPP agreement" means an agreement between a contracting authority and a counterparty, approved under this Act, in terms of which—(a)the counterparty undertakes to perform a contracting authority’s function on behalf of the contracting authority for a specified period; and(b)the counterparty receives a benefit for performing the function by way of—(i)compensation from funds appropriated by Parliament; or(ii)funds obtained by way of loan by the contracting authority; or(iv)revenue generated from the project: or(v)any combination of the foregoing;and(c)the counterparty is liable for the risks arising from the performance of its function; and(d)public resources may be transferred or made available to the counterparty; and includes any of the types of agreement specified in Part III of this Schedule.(2)For the purpose of subparagraph (1)—"public resources" has the same meaning as in the Public Finance Management Act (No. 11 of 2009).Part II – Procedures preliminary to the conclusion of PPP agreements
2.PPP Committee and functions thereof(1)The Unit shall report to a committee of the Cabinet, to be known as the Public Private Partnership Committee, consisting of—(a)the Secretary of the Ministry responsible for finance, who shall chair the Committee; and(b)the Secretary of the ministry responsible for industry and commerce; and(c)the Secretary of the ministry responsible for transport and infrastructural development; and(d)the Secretary of the ministry responsible for energy and power development; and(e)the Secretary of the ministry responsible for local government; and(f)the Secretary of the ministry responsible for justice; and(g)the Secretary of the ministry responsible for economic planning; and(h)a representative of the Attorney-General, at Director level; and(i)the CEO or in his or her absence the head of the Unit.(2)The following persons have the right to attend meetings of the Committee and take part in its deliberations, but not to vote on any matter put to the vote by the Chairperson—(a)a person invited by the Minister to attend a particular meeting or series of meetings by reason of that person having expertise which the Committee may require;(b)a representative of a contracting authority whose project proposal is on the agenda of a meeting of the Committee, for as long as that item of the agenda is under consideration by the Committee.(3)The functions of the Committee shall be—(a)to assist the Minister to formulate policy guidelines on PPP agreements;and(b)to ensure that all PPP projects are consistent with the national priorities specified in the relevant policy on PPP agreements; and(c)to make recommendations to Cabinet as to whether to approve or reject project proposals submitted to it by the Unit; and(d)to perform any other function as may be conferred on it by the Minister in terms of this Act or any other law.3.Solicited proposals for PPP agreements(1)Subject to this Act, whenever a contracting authority wishes to enter into a PPP agreement in relation to the exercise of any of its functions or responsibilities, it shall—(a)identify a project to be implemented by virtue of a PPP agreement; and(b)develop the identified project proposal by means of a pre-feasibility study, and submit the proposal to the Unit for preliminary assessment or evaluation; and(c)invite expressions of interest in a project where appropriate by means of a public advertisement in the print, electronic or broadcast media or in any other transparent manner:Provided that it may dispense with this requirement where it has already identified a proposed project with an identified counterparty and has disclosed that fact to the Unit;and(d)undertake or cause to be undertaken a feasibility study where it considers that a project may be implemented under an agreement; and(e)submit the feasibility study to the Unit for its approval; and(f)where the Unit approves the feasibility study, prepare a request for the project proposal and a model agreement on the basis of the approved feasibility study.(2)The Unit shall refer the project proposal to the Committee which shall make recommendations thereon to the Cabinet for the Cabinet’s determination.(3)Upon receipt of the project proposal together with the recommendations of the Committee thereon, the Cabinet may—(a)approve the project proposal, or(b)reject the project proposal and give its reasons for rejection, or(c)provisionally approve the project proposal on fulfilment of certain conditions specified by the Cabinet; or(d)where it approves or provisionally approves the project proposal but—(i)no counterparty or satisfactory counterparty has been identified, direct the contracting authority to receive tenders for the project from proposed counterparties in accordance with the law relating to public procurement; or(ii)two or more proposed counterparties have been identified—(A)select one of the proposed counterparties as the counterparty in the PPP agreement; or(B)direct the contracting authority to receive tenders for the project from proposed counterparties in accordance with the law relating to public procurement.(4)Notwithstanding anything in this Act a contracting authority may, subject to prior approval by the Minister, invite special formal tenders, in accordance with regulations made under section 46, only in the following cases—(a)the requirements are of a proprietary nature and the names of likely suppliers are known;(b)projects which in the opinion of the Minister are of specialist nature;(c)projects which in the opinion of the Minister concern national security.4.Feasibility study(1)Where a contracting authority considers that a project may be implemented under a PPP agreement, it shall undertake or cause to be undertaken a feasibility study, to assess whether the proposed project is feasible as a PPP project.(2)A feasibility study shall—(a)demonstrate the advantages of implementing the project under a PPP agreement; and(b)describe in specific terms—(i)the nature of the contracting authority’s functions, the specific functions to be considered in relation to the project, and the expected inputs and deliverables; and(ii)the extent to which those functions can lawfully and effectively be performed by a counterparty in terms of an agreement; and(iii)the most appropriate form by which the contracting authority may implement the project under an agreement;and(c)demonstrate that the project will—(i)be affordable to the contracting authority and users; and(ii)provide value for money; and(iii)optimally transfer technical, operational or financial risk to the counterparty; and(iv)not adversely impact the environment or mitigate or address any such adverse impacts; and(v)be viable, whether technically, socio-economically or otherwise;and(d)explain the capacity of the contracting authority to effectively enforce the agreement, including the ability to monitor and regulate project implementation and the performance of the counterparty in terms of the agreement.5.Unsolicited bids or expressions of interest(1)In this paragraph—"unsolicited bid, or expression of interest" means a proposal that is prepared or made without the invitation, solicitation, supervision or request of a contracting authority in terms of paragraphs 3, made solely at the initiative of the prospective counterparty, and "unsolicited bidder" shall be construed accordingly.(2)Any unsolicited bid or expression of interest in a PPP by a prospective counterparty with an identified contracting authority must be referred by the contracting authority to the Unit.(3)Once the Unit receives the unsolicited bid or expression of interest it shall consult with the relevant contracting authority for a preliminary assessment, within a period of fourteen days, as to whether the PPP of the type proposed is acceptable or not.(4)If the assessment and consultation in terms of subparagraph (3) determines that the PPP proposed by the unsolicited bid or expression of interest is of a type that is acceptable, the Unit shall seek the approval of the Committee for the contracting authority to conduct a feasibility study at the cost of the unsolicited bidder.(5)If however the assessment and consultation determines that the PPP being proposed is unacceptable, the Unit shall advise the unsolicited bidder and contracting authority accordingly.6.PPP agreement(1)Notwithstanding any other enactment but subject to this Act, a contracting authority may enter into an agreement with a counterparty for the performance of one or more of the functions of that contracting authority.(2)Every PPP agreement shall—(a)identify the project deliverables; and(b)identify the responsibilities of the contracting authority and the counterparty; and(c)specify the relevant financial terms; and(d)ensure the management of performance of the counterparty; and(e)provide for the return of the assets, if any, to the contracting authority, at the termination or expiry of the agreement, in such manner as may be provided for in the agreement; and(f)provide for the sharing of risks between the contracting authority and the counterparty; and(g)provide for the payment to the counterparty for performing the contracted function or services by way of—(i)compensation from funds appropriated by Parliament; or(ii)funds obtained by way of loan by the contracting authority; or(iv)revenue generated from the project; or(v)any combination of the foregoing;and(h)provide for its duration; and(i)provide for the respective shareholdings of the contracting authority and the counterparty, if any; and(j)contain such other provisions as may be necessary or expedient or as may be prescribed, including any conditions precedent to the coming into force of the agreement, or the transfer of skills or technology to the contracting authority.(3)Every PPP agreement shall be governed by and construed in accordance with the laws of Zimbabwe.(4)Every PPP agreement shall provide for disputes between the counterparty and the contracting authority to be settled by arbitration, according to—(a)the Arbitration Act (No. 6 of 1996); or(b)rules defined in the agreement.7.Award of project and signature of agreement(1)Subject to subparagraph (2) and paragraph 3(4), no contracting authority shall award a project or sign a PPP agreement relating to the project unless the PPP agreement has been approved by the Cabinet in accordance with this Act, and any agreement required to be so approved that is purported to be concluded without such approval shall be null and void.(2)A PPP agreement relating to a project referred to in paragraph 2(3)(d)(i) or 3(3)(d)(ii) B (that is to say a project in respect of which the Cabinet has directed that the contracting authority concerned must receive tenders for the project from proposed counterparties in accordance with the law relating to public procurement) may be concluded upon award of the tender without Cabinet approval:Provided that the Cabinet may nullify—(b)the agreement concluded as the result of the award at any time before the execution of the project;if the Cabinet deems it to be in the national interest to do so.(3)Any employee of a contracting authority who knowingly concludes a PPP agreement in contravention of this Act shall be guilty of an offence and be liable to a fine not exceeding level 8 or to imprisonment for a term not exceeding three years, or to both such fine and such imprisonment.Part III – Types of Public Private Partnerships agreements
1.Build and transfer (BT)A contractual arrangement whereby a counterparty undertakes the financing and construction of a given project and after its completion hands it over to the Government or a contracting Authority. The Government or the contracting authority reimburses the total project investment, on the basis of an agreed schedule. This arrangement may be employed in the construction of any project, including critical facilities, which for security or strategic reasons must be operated directly by the contracting Authority.2.Build, lease and transfer (BLT)A contractual arrangement whereby a counterparty undertakes to finance and construct any project and upon its completion hands it over to the Government or a contracting authority concerned on a lease arrangement for a fixed period, after which ownership of the project is automatically transferred to the Government or the contracting Authority concerned.3.Build, operate and transfer (BOT)A contractual arrangement whereby a counterparty undertakes the construction, including financing, of a given infrastructure facility, and the operation and maintenance thereof. The counterparty operates the facility over a fixed term during which the counter-party is allowed to collect user levies, fees, rentals and other charges not exceeding those proposed in the bid or as negotiated and incorporated in the agreement or regulations to enable the recovery of the investment in the project. The counterparty transfers the project to the Government or the contracting authority concerned at the end of the fixed term that shall be specified in the agreement. This includes a supply and operate situation which is a contractual arrangement whereby the supplier of equipment and machinery for a given project, if the interest of the Government or the contracting Authority so requires, operates the facility, providing in the process technology transfer and training to Government, a regulatory authority, the contracting Authority or nominated individuals.4.Build, own and operate (BOO)A contractual arrangement whereby a counterparty is authorised to finance, construct, own, operate and maintain a project from which the counterparty is allowed to recover its total investment by collecting user levies. Under the project, the counterparty owns the assets of the project and may choose to assign its operation and maintenance to a project operator. The transfer of the project to the Government or the contracting Authority is not envisaged in this structure. However, the Government or contracting Authority may terminate its obligations after a specified time period.5.Build, own, operate and transfer (BOOT)A contractual arrangement whereby a counterparty is authorised to finance, construct, maintain and operate a project and whereby the project is to vest in the counterparty for a specific period. During the operation period, the counterparty will be permitted to charge user levies specified in the agreement, in order to recover the investment made in the project. The counterparty is liable to transfer the project to the Government or the contracting Authority after the expiry of the specified period of operation.6.Build, transfer and operate (BTO)A contractual arrangement whereby the Government or a contracting Authority contracts out a project to a counterparty to construct the facility on a turnkey basis, assuming costs overruns, delays and other specified performance risks. Once the facility is commissioned satisfactorily, the counterparty is given the right to operate the project and collect user levies under an agreement. The title of the project always vests with the Government or the contracting authority in this arrangement.7.Contract, add and operate (CAO)A contractual arrangement whereby the counterparty adds to an existing project which it rents from the Government or a contracting authority and operates the expanded project and collects user levies, to recover the investment over an agreed franchise period. There may or may not be a transfer arrangement with regard to the added facility provided by the counterparty.8.Develop, operate and transfer (DOT)A contractual arrangement whereby favourable conditions external to a new project which is to be built by a counterparty are integrated into the BOT arrangement by giving the counterparty the right to develop adjoining property and thus enjoy some of the benefits the investment creates such as higher property or rent values.9.Rehabilitate, operate and transfer (ROT)A contractual arrangement whereby an existing facility is handed over to a counterparty to refurbish, operate and collect user levies in the operation period to recover the investment and maintain for a franchise period, at the expiry of which the facility is turned over to the Government or a contracting authority. The term is also used to describe the purchase of an existing facility from abroad, and importing, refurbishing, erecting and consuming it within the host country.10.Rehabilitate, own and operateA contractual arrangement whereby an existing facility is handed over to the counterparty to refurbish and operate with no time limitation imposed on ownership. As long as the counterparty is not in violation of its franchise, it can continue to operate the facility and collect user levies in perpetuity.11.Build, own, operate and maintain contractA contractual arrangement whereby a counterparty undertakes to finance, construct, operate and maintain a project and whereby such project is to vest in the counterparty for a specified period. During the period of operation of the project, the counterparty may be permitted to charge user levies as specified.12.Lease management contractA contractual arrangement whereby the Government or a contracting authority leases a project owned by the Government to the person who is permitted to operate and maintain the project for the period specified in the agreement and to charge user levies therefor.13.Management contractA contractual arrangement whereby the Government or a contracting authority entrusts the operation and management of a project to a person for the period specified in the agreement on payment of specified consideration. In such agreement, the Government or the contracting Authority may charge the user levies and collect the same either itself or entrust the collection, for consideration, to any person who shall after collecting the user levies pay the same to the Government or the contracting authority.14.Service contractA contractual arrangement whereby an existing project vested in a counterparty to renovate, operate and maintain. The counterparty shall be permitted to charge levies as specified in the agreement.15.Contract for servicesA contractual arrangement whereby a counterparty undertakes to provide services to the Government or contracting authority for a period. The Government or the contracting Authority shall pay the counterparty an amount according to the agreed schedule.16.Supply, operate and transferA contractual arrangement whereby a counterparty supplies to the Government or a contracting authority the equipment and machinery for a project and undertakes to operate the project for a period and consideration specified in the agreement. During the operation of the project, the counterparty shall undertake to train employees of the Government or contracting authority to operate the project.