AGREEMENT NUMBER: SOC/AES/30052025 1/11
DATE: May 30, 2025
This PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FOR REAL
ESTATE, INFRASTRUCTURE, HEALTH CARE & GREEN ENERGY PROJECT INVESTMENTS VIA SWIFT
MT103 WIRE TRANSFER, AGREEMENT NO: SOC/AES/30052025 (hereinafter, referred to, as
“the Agreement”) is entered on this Friday, May 30, 2025, by and between the
following parties:
PARTY A /- THE INVESTOR:
COMPANY NAME: DOVER LLC
COMPANY ADDRESS: 2800 WEST 7th Street,DOWNERS GROOVE
IL 60515 CHICAGO USA
COMPANY REGN NO 65450022959
REPRESENTED BY: ALVARADO MIGUEL ALEJANDRO
PASSPORT NUMBER: 594505497
DATE OF ISSUE/EXPIRY 23.09.2018/22.09.2028
BANK NAME: BANK OF AMERICA
BANK ADDRESS: 5001 FLORIDA AVE S, LAKELAND, FL 33813,
UNITED STATES
SWIFT CODE: BOFAUS3N
IBAN: ---
ACCOUNT NUMBER: 961378S8S446
ACCOUNT NAME: DOVER LLC
And
Party A Party B
AGREEMENT NUMBER: SOC/AES/30052025 2/11
DATE: May 30, 2025
PARTY-B / THE MANAGER:
COMPANY NAME: OTA ARCHITECTS AND ENGINEERS
COMPANY ADDRESS: DOWNTOWN SUITES, AVENIDA ROMULO BETANCOURT #483,
SANTO DOMINGO, DOMINICAN REPUBLIC
COMPANY REGN NO KVK-5187
REPRESENTED BY: ANDRE ALEXANDER MARTINA
PASSPORT NUMBER/COUNTRY NT34JKDJ4
DATE OF ISSUE/EXPIRY 21.11.2024/21.11.2034
BANK NAME: BANESCO BANCO MULTIPLE S.A.
BANK ADDRESS: AVENIDA ABRAHAM LINCOLN #1021, PIANTINI, SANTO
DOMINGO, DOMINICAN REPUBLIC
IBAN: -----
ACCOUNT NUMBER: 002200047205
ACCOUNT NAME: ANDRE ALEXANDER MARTINA
SWIFT CODE: BANSDOSDXXX
BANK OFFICER: JORGE LYNC
BANK E-MAIL: JLYNC@GMAIL.COM
BANK TEL: +18298938200
Party A Party B
AGREEMENT NUMBER: SOC/AES/30052025 3/11
DATE: May 30, 2025
WHEREAS Party B has the capacity and will strictly abide by all Banking Laws and
Regulations, set through compliance and due diligence requirements for all
International Banking / Business / Commodity transactions worldwide. Party B has
the ability to accept deposits / funds from around the World, Party B has the
ability to accept / conclude International Global Payment Initiative through SWIFT
MT103 WIRE TRANSFER
WHEREAS Party B will manage all the payment instructions of Party A (the investor).
WHEREAS: Party- B is ready and able to receive this Pay Order as a joint venture
investment for all parties herein for the execution of various infrastructure
development projects, & Part- B is ready willing and able to receive said CASH
TRANSFERS from Party-A, these funds will be invested/disbursed by Party-B as per
PAYOUT LIST instructions.
WHEREAS: Party-A represents and warrants, with full corporate and legal
responsibility, that he has permission to enter into this Joint Venture Investment
Agreement, as well as declares under penalty of perjury that the funds as per
Party A bank statement hereby noted as Annexure are good, clean, clear, and free
of non-criminal origin, are free and clear of all liens, encumbrances and third
parties’ interests.
WHEREAS: Party-B is ready will and able to Receive by way of Cash Transfer via
SWIFT MT103 WIRE TRANSFER which will be disbursed in accordance with Project
requirements and with the PAYOUT LIST instructions.
III. DESCRIPTION OF TRANSACTION
INSTRUMENT
SWIFT MT103 WIRE TRANSFER
DOLLAR
CURRENCY
TOTAL AMOUNT $ 306,000,000.00(THREE HUNDRED AND SIX
MILLION DOLLAR) WITH ROLLS &
EXTENSIONS
FIRST TRANCHE $ 5,000,000.00 (FIVE MILLION DOLLAR)
SECOND TRANCHE
$ 49,000,000.00 (FORTY-NINE MILLION
DOLLAR)
Party A Party B
AGREEMENT NUMBER: SOC/AES/30052025 4/11
DATE: May 30, 2025
THIRD RANCHE $ 100,000,000.00 (ONE HUNDRED MILLION
DOLLAR)
CONSECUTIVE TRANCHES TO BE AGREED
DISTRIBUTION PERIODE SWIFT MT103 WITHIN FIVE BANKING
DAYS AFTER RECEIPT AND CREDITING
OF EACH TRANCHE
PROCEDURES SWIFT MT103 WIRE TRANSFER:
1. THE SENDER AND RECEIVER SIGNS THE CONTRACT;
2. THE SENDER TRANSFERS THE FUNDS AND PROVIDES A COPY OF THE FUNDS TRANSFER TO
THE RECEIVER;
3. THE RECEIVER WILL VERIFY ITS BANK ACCOUNT;
4. THE RECEIVER WILL CONFIRM IN WRITING THE ARRIVAL OF THE FUNDS;
5. THE RECEIVER WILL DISTRIBUTE THE FUNDS AS PER THE UNDERLAYING INVESTMENT
AGREEMENTS.
NON-SOLICITATION
Receiver hereby confirms and declares that its associates or representatives, or
any other person(s) on its behalf, has/have never been solicited by any party,
its shareholders or associates or representatives in any way whatsoever that can
be construed as a solicitation for this future transaction. Any delay in or
failure of performance by either party of their respective obligations under this
Agreement shall constitute a breach hereunder and will give rise to claims for
damages if, and to the extent that such delay(s) or failure(s) in performance
is(are) not caused by event(s) or circumstance beyond the control of such party
in default.
The term Beyond the Control of Such Party includes Act of War, Rebellion, Fire,
Flood, Earthquake or other natural disasters, and any other cause not within the
control of such nonperforming party, or which the non-performing party by exercise
of reasonable diligence is unable to foresee or prevent or remedy.
REPRESENTATIONS AND WARRANTIES
(a) Organization. It is duly organized, validly existing and in good standing
under the laws of its jurisdiction of formation with all requisite power and
authority to enter into this Agreement, to perform its obligations hereunder and
to conduct the business of this transaction.
Party A Party B
AGREEMENT NUMBER: SOC/AES/30052025 5/11
DATE: May 30, 2025
(b) Enforceability. This Agreement constitutes the legal, valid and binding
obligation of such party enforceable in accordance with its terms.
(c) Consents and Authority. No consents or approvals are required from any
governmental authority or other person for it to enter into this Agreement. All
actions on the part of such acting party necessary for the authorization, execution
and delivery of this Agreement, and the consummation of the transactions
contemplated hereby by such party, have been duly taken.
(d) No Conflict. The execution and delivery of this Agreement by it and the
consummation of the transactions contemplated hereby by it do not conflict with
or contravene the provisions of its organizational documents or any agreement or
instrument by which it or its properties or assets are bound or any law, rule,
regulation, order, or decree to which it or its properties or assets are subject.
(e) Receiver. It has been afforded the opportunity to seek and rely upon the
advice of its own attorney, accountant, or other professional advisor in
connection with the execution of this Agreement. Both Parties shall do so in
respect of each other and under this Agreement written conditions.
MISCELLANEOUS
(a) Notice(s). The two authorized signatories will execute any modifications,
amendments, and addendums or follow-on contracts respectively. When signed and
referenced to this Agreement, whether received by mail or facsimile transmission
as all and any facsimile or photocopies certified as true copies of the originals
by both Parties hereto shall be considered as an original, both legally binding
and enforceable for the term of this Agreement.
(b) Specific Performance; Other Rights. The Parties recognize that several of
the rights granted under this Agreement are unique and, accordingly, the Parties
shall in addition to such other remedies as may be available to them at law or in
equity, have the right to enforce their rights under this Agreement by actions
for injunctive relief and specific performance.
(c) Prior Agreements; Construction; Entire Agreement. This Agreement, including
the Exhibits and other documents referred to herein (which form a part hereof),
constitutes the entire agreement of the Parties with respect to the subject matter
hereof, and supersedes all prior agreements and understandings between them as to
such subject matter and all such prior agreements and understandings are merged
herein and shall not survive the execution and delivery hereof. In the event of
any conflict between the provisions of this Agreement and those of any Joint
Ventures Agreement, the provisions of the applicable Joint Venture Agreement shall
control.
(d) Amendments. This Agreement may not be amended, altered, or modified except
(i) upon the unanimous by instrument in writing and signed by each of the Investor
and Asset Manager.
(e) Severability. If any provision of this Agreement shall be held or deemed by
a final order of a competent authority to be invalid, inoperative or unenforceable,
such circumstance shall not have the effect of rendering any other provision or
provisions herein contained invalid, inoperative or unenforceable, but this
Agreement shall be construed as if such invalid, inoperative or unenforceable
provision had never been contained herein so as to give full force and effect to
the remaining such terms and provisions.
(f) Counterparts. This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement and shall become
effective when one or more such counterparts have been signed by and delivered to
each of the Parties.
Party A Party B
AGREEMENT NUMBER: SOC/AES/30052025 6/11
DATE: May 30, 2025
(g) Applicable Law; Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of Paris. The Parties consent to the
exclusive jurisdiction of the Paris shall be preceded with the according to the
principal of the ICC, with any civil action concerning any controversy, dispute
or claim arising out of or relating to this Agreement, or any other agreement
contemplated by, or otherwise with respect to, this Agreement or the breach
hereof, unless such court would not have subject matter jurisdiction thereof, in
which event the Parties consent to the jurisdiction of the ICC as above indicated.
The Parties hereby waive and agree not to assert in any litigation concerning
this Agreement the doctrine of forum non-convenient.
(h) Waiver of Jury Trial. The Parties Hereto Hereby Irrevocably and
Unconditionally Waive Trial By Jury In Any Legal Action Or Proceeding Relating To
This Agreement And For Any Counterclaim Therein.
No Rights of Third Parties. This Agreement is made solely and specifically between
and for the benefit of the Parties hereto and their respective members, successors
and assigns subject to the express provisions hereof relating to successors and
assigns, and (ii) no other
(i) Person whatsoever shall have any rights, interest, or claims hereunder or be
entitled to any benefits under or on account of this Agreement as a third-party
beneficiary or otherwise.
(j) Survival. The covenants contained in this Agreement which, by their terms,
require performance after the expiration or termination of this Agreement shall
be enforceable notwithstanding the expiration or other termination of this
Agreement.
(k) Headings. Headings are included solely for convenience of reference and if
there is any conflict between headings and the text of this Agreement, the text
shall control.
(l) No Broker. Each Investor and Asset Manager represents and warrants that it
has not dealt with any broker in connection with this Agreement and agrees to
indemnify, defend, and hold harmless each other party hereto and its Affiliates
from all claims and/or damages as a result of this representation and warranty
being false.
(m) Currency. Any exchange of funds between Sender and Receiver shall be made in
the same currency in which the Sender transferred the investment fund. In addition,
all calculations pursuant to this Agreement and any Joint Venture Agreement shall
be based on ICC regulations in Paris.
ARBITRATION
(a) All disputes and questions whatsoever which arises between the Parties to
this Agreement and touching on this Agreement on the construction or application
thereof or any account cost, liability to be made hereunder or as to any act or
way relating to this Agreement shall be settled by the arbitration in accordance
with the arbitration laws of the ICC, Paris, France.
(b) Every attempt shall be made to resolve disputes arising from unintended or
inadvertent violation of this contractual Agreement as far as possible amicably.
If adjudication is required, local legal process shall be preceded according to
the principal of the ICC as above indicated. Where judicial resolution is not
thereby achieved, this matter shall be settled by the ICC itself and the decision
of which all Parties shall consider to be final and binding. No State court of
any nation shall have subject matter jurisdiction over matters arising under this
Agreement.
(c) This Agreement contains the entire agreement and understanding concerning the
subject matter hereof and supersedes and replaces all prior negotiations and
proposed agreements, written or oral. Neither of the Parties may alter, amend,
Party A Party B
AGREEMENT NUMBER: SOC/AES/30052025 7/11
DATE: May 30, 2025
nor modify this Agreement, except by an instrument in writing signed by both
Parties.
(d) This Agreement will be governed by and construed in accordance with the laws
of the United Kingdom. If either party shall be required to bring any legal
actions against the other to enforce any of the terms of this Agreement the
prevailing party shall be entitled to recover reasonable attorney fees and costs.
(e) All Communications will take place on the account to account only. No
exceptions, e-mail, attachments of this document, when duly executed are to be
considered originals and binding documents.
(f) This Agreement once executed by both Parties will become effective as of the
date first written above. Any official notice(s) exchanged by the Parties hereto,
shall be sent to the first mentioned address(s) herein or as may be attached by
addenda hereto. A facsimile or electronically transferred copy of this Agreement,
duly signed by both Parties, shall be deemed original.
IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with
seals upon this Agreement as of this date of the September 21, 2024
INVESTOR OR “PARTY A”: DEVELOPER OR “PARTY B”:
FLOWSERVE LLC.
SIGNATORY: ALVAREZ MIGUEL ALVARADO SIGNATORY:
PASSPORT NUMBER: 594505497. PASSPORT NUMBER: NT34JKDJ4
COUNTRY OF ISSUE: USA COUNTRY OF ISSUE:
BONAIRE-DC-THE
DATE OF ISSUE: 23.09.2018 NETHERLANDS
DATE OF ISSUE:
21.11.2024
DATE OF EXPIRE: 22.09.2028 DATE OF EXPIRE:
21.11.2034
DATE SIGNED: May 30, 2025
DATE SIGNED: May
30, 2025
Party A Party B
AGREEMENT NUMBER: SOC/AES/30052025 8/11
DATE: May 30, 2025
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
LEFT BLANK INTENTIONALLY
PASSPORT COPY OF PARTY A:
Party A Party B
AGREEMENT NUMBER: SOC/AES/30052025 9/11
DATE: May 30, 2025
CERTIFICATE OF INCORPORATION OF PARTY A:
Party A Party B
AGREEMENT NUMBER: SOC/AES/30052025 10/11
DATE: May 30, 2025
PASSPORT COPY OF PARTY B
Party A Party B
AGREEMENT NUMBER: SOC/AES/07092024 11/11
DATE: May 24, 2025
CERTIFICATE OF INCORPORATION OF PARTY B:
Party A Party B
AGREEMENT NUMBER: SOC/AES/07092024 12/11
DATE: May 24, 2025
ELECTRONIC DOCUMENT TRANSMISSIONS
EDT’S SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY
PROVISIONS OF THIS CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL:
INCORPORATE U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES IN
GLOBAL AND NATIONAL COMMERCE ACT’’ OR SUCH OTHER APPLICABLE LAW
CONFORMING TO THE UNCITRAL MODEL LAW ON ELECTRONIC SIGNATURES (2001)
AND
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000)
ADOPTED BY THE UNITED NATIONS CENTRE FOR TRADE FACILITATION AND
ELECTRONIC BUSINESS (UN/CEFACT).
EDT DOCUMENTS SHALL BE SUBJECT TO DOLLARPEAN COMMUNITY DIRECTIVE
NO. 95/46/EEC, AS APPLICABLE. EITHER PARTY MAY REQUEST HARD COPY OF
ANY DOCUMENT THAT HAS BEEN PREVIOUSLY TRANSMITTED BY ELECTRONIC
MEANS
PROVIDED HOWEVER, THAT ANY SUCH REQUEST SHALL IN NO MANNER DELAY
THE PARTIES FROM PERFORMING THEIR RESPECTIVE OBLIGATIONS AND DUTIES
UNDER EDT INSTRUMENTS.
================ END OF DOCUMENT =================
Party A Party B
