Cameroon - Second Livestock Development Project : Credit 1010 - Project Agreement - 4 - Conformed

CONFORMED COPY CREDIT NUMBER 1010 CM Project Agreement (Second Livestock Development Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and SOCIETE DE DEVELOPPEMENT ET D'EXPLOITATION DES PRODUCTIONS ANIMALES Dated June 20, 1980 CREDIT NUMBER 1010 CM PROJECT AGREEMENT AGREEMENT, dated June 20, 1980, between INTERNATIONAL DEVE- LOPMENT ASSOCIATION (hereinafter called the Association) and SOCIETE DE DEVELOPPEMENT ET D'EXPLOITATION DES PRODUCTIONS AIMALES (hereinafter called SODEPA). WHEREAS by the Development Credit Agreement of even date herewith between United Republic of Cameroon (hereinafter called the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to sixteen million dollars ($16,000,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition tha*. SrDEPA agree to undertake such obligations toward the Association as are hereinafter set forth; WHEREAS part of the proceeds of the credit provided for under the Development Credit Agreement will be made available to SODEPA; and WHEREAS SODEPA, in consideration of the Association's enter- ing into the Development Credit Agreement with the Borrower, has agreed to undertake the obligations hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Definitions Section 1.01. Wherever used in this Agreement, unless the context shall otherwise require, the several terms defined in the Development Credit Agreement and in the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. SODEPA shall carry out Part B of the Project described in Schedule 2 to the Development Credit Agreement with due diligence and efficiency and in conformity with appro- priate administrative, economic, financial, engineering, agricul- tural and training practices. -2- Section 2.02. In order to secure assistance in carrying out Part B of the Project, SODEPA shall employ the following special- ists whose qualifications, experience and terms And conditions of employment shall be satisfactory to the Association: (a) a financial controller; (b) a slaughterhouse manager; (c) a slaughterhouse engineer; and (d) a ranch management specialist. Section 2.03. Except as the Association shall otherwise agree, procurement of the goods and civil works for Part B of the Project to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 3 to the Development Credit Agreement. Section 2.04. (a) SODEPA undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Credit made available to it by the Borrower against hazards incident to the acquisition, transportation and delivery thereof to the place of use or instal- lation, and for such insurance any indemnity shall be payable in a currency freely usable by SODEPA to replace or repair such goods. (b) Except as the Association may otherwise agree, SODEPA shall cause all goods and services financed out of the proceeds of the Credit made available to it by the Borrower to be used exclusively for Part B of the Project. Section 2.05. (a) SODEPA shall furnish to the Associa- tion, promptly upon their preparation, the plans, specifications, reports, contract documents and work and procurement schedules for Part B of the Project, and any material modifications thereof or additions thereto, in such detail as the Association shall reason- ably request. (b) SODEPA: (i) shall maintain records and procedures adequate to record and monitor the progress of Part B of the Project (including its cost and the benefits to be derived from it), to identify the goods and services financed out of the proceeds of the Credit allocated thereto, and to disclose their -3- use in said Part of the Project; (ii) shall enable the Associa- tion's accredited representatives to visit the facilities and construction sites included in said Part of the Project and to examine the goods financed out of the proceeds of the Credit allocated thereto and any relevant records and documents; and (iii) shall furnish to the Association at regular intervals all such information as the Association shall reasonably request concerning said Part of the Project, its cost and, where appro- priate, the benefits to be derived from it, the expenditure of such proceeds and the goods and services financed out of such proceeds. (c) SODEPA shall enable the Association's representatives to examine all plants, installations, sites, works, buildings, property and equipment of SODEPA and any relevant records and documents. Section 2.06. (a) SODEPA shall, at the request of the Asso- ciation, exchange views with the Association with regard to the progress of Part B of the Project, the performance of its obliga- tions under this Agreement and other matters relating to the purposes of the Credit. (b) SODEPA shall promptly inform the Association of any condition which interferes or threatens to interfere with the progress of Part B of the Project, the accomplishment of the purposes of the Credit, or the performance by SODEPA of its obligations under this Agreement. ARTICLE III Management and Operations of SODEPA Section 3.01. (a) SODEPA shall at all times carry on its operations, manage its affairs, plan the future development of its business and maintain its financial position in accordance with appropriate economic, financial, commercial, administrative, agricultural and livestock development practices, and under an experienced and qualified management assisted by competent staff in adequate number. (b) Without limitation to the generality of paragraph (a) of this Section, SODEPA shall operate and maintain its equipment, machinery and facilities and make all necessary renewals and repairs thereof iv accordance with appropriate agricultural and management practices. -4- Section 3.02. SODEPA shall take out and maintain with responsible insurers, or make other provisions satisfactory to the Association for, insurance against s-ch risks and in such amounts as shall be consistent with appropriate practice. Section 3.03. SODEPA shall at all times take all steps necessary to maintain its corporate existence and right to carry on its operations, including the Part of the Project for which it is responsible, and to acquire and to retain such land, interests in land and properties, and to acquire, maintain and renew such licenses, concessions, consents, franchises or other rights, as may be necessary or useful for the execution and operation of said Part of the Project and the conduct of its business. Section 3.04. SODEPA shall employ a technical director and three ranch managers, all acceptable to the Association and upon terms and conditions satisfactory to the Association. Section 3.05. SODEPA shall enter into agreements with live- stock producing farmers who are settling on its land and obtain credit under Part A (i) of the Project, upon terms and conditions satisfactory to the Association and providing, inter alia, for twenty year-leases of such grazing land. ARTICLE IV Financial Covenants Section 4.01. SODEPA shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. Section 4.02. SODEPA shall: (i) have its accounts and finan- cial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accord- ance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association; (ii) furnish to the Association as soon as available, but in any case not later than six months after the end of each such year, (A) certified copies of its financial statements for such year as so audited and (B) the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning the accounts and financial statements of SODEPA and the audit thereof as the Association shall from time to time reason- ably request. ARTICLE V Effective Date; Termination; Cancellation and Suspension Section 5.01. This Agreement shall come into force and effect on the date upon which the Development Credit Agreement becomes effective. Section 5.02. (a) This Agreement and all obligations of the Association and of SODEPA thereunder shall terminate on the earlier of the following two dates: (i) the date on which the Development Credit Agreement shall terminate in accordance with its terms; or (ii) a date eighteen years after the date of this Agreement. (b) If the Development Credit Agreement terminates in accordance with its terms before the date specified in paragraph (a) (ii) of this Section, the Association shall promptly notify SODEPA of this event. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under the General Conditions. ARTICLE VI Miscellaneous Provisions Section 6.01. Any notice or request required or permitted to be given or.made under this Agreement and any agreement between the parties contemplated by this Agreement shall be in writing. Such notice or request. shall be deemed to have been duly given or made when it shall be delivered by hand or by mail, telegram, cable, telex or radiogram to the party to which it is required or permitted to be given or made at such party's address herein- after specified or at such other address as such party shall have designated by notice to the party giving such notice or making such request. The addresses so specified are: -6- For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) For SODEPA: Societe de Developpement et d'Exploitation des Productions Animales B.P. 1410 Yaoundf, Cameroon Cable address: SODEFA Yaounde Section 6.02. Any action required or permitted to be taken, and any document required or permitted to be executed, under this Agreement on behalf of SODEPA may be taken or executed by the Chairman of the Board (Conseil d'Administration) of SODEPA or such other person or persons as the Chairman shall designate in writing, and SODEPA shall furnish to the Association sufficient evidence of the authority and the authenticated specimen signature of each such person. Section 6.03. This Agreement may be executed in several counterparts, each of which shall be an original, and all col- lectively but one instrument. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ Wilfred Thalwitz Acting Regional Vice President Western Africa SOCIETE DE DEVELOPPEMENT ET D'EXPLOITATION DES PRODUCTIONS ANIMA1FS By Is! Benott Bindzi Authorized Representative