Tanzania - Trdb Project : Credit 0987 - Project Agreement - Conformed

)ocgirs CREDIT NUMBER 987 TA Project Agreement (TRDB Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and TANZANIA RURAL DEVELOPMENT BANK Dated , 1980 CREDIT NUMBER 987 TA PROJECT AGREEMENT AGREEMENT, dated &a g( >W , 1980, between INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association) and TANZANIA RURAL DEVELOPMENT BANK (hereinafter called TRDB). WHEREAS by the Development Credit Agreement of even date herewith between United Republic of Tanzania (hereinafter called the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to ten million dollars ($10,000,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that TRDB agree to undertake such obligations toward the Association as are hereinafter set forth; and WHEREAS by a subsidiary loan agreement to be entered into between the Borrower and TRDB, the proceeds of the credit provided for under the Development Credit Agreement will be made available to TRDB on the terms and conditions therein set forth; and WHEREAS TRDB, in consideration of the Association's entering 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. TRDB shall carry out the Project described in Schedule 2 to the Development Credit Agreement and conduct its operations and affairs with due diligence and efficiency and in -2- conformity with appropriate administrative, economic, financial and investment standards and practices, with qualified and exper- ienced management and in accordance with the TRDB Act and its Statement of Policy. Section 2.02. (a) In order to assist in: (i) the carrying out of Part A of the Project, TRDB shall employ a Chief Training Officer, an Agricul- tural and Farm Management Specialist and an Agri- cultural Economist; and (ii) the carrying out of Part B (i) and (ii) and Part D of the Project, TRDB shall employ consultants, whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Borrower and the Association. (b) For the purpose of carrying out Part B (iv) of the Project: (i) TRDB shall appoint a Regional Directorate Head whose qualifications, experience and job descrip- tion shall be acceptable to the Association; and (ii) in addition, by not later than October 31, 1980, TRDB shall appoint four Zonal Managers and a Loan Collection Division Head to assist the Regional Directorate Head in the performance of his duties. Section 2.03. Without limitation to the provisions of the Statement of Policy, of the Development Credit Agreement or of chis Agreement, TRDB shall ensure that, save as the Association may otherwise agree, Sub-loans shall only be made where the eligibility criteria set forth in Schedule 1 hereto shall be satisfied. Section 2.04. Except as the Association shall otherwise agree, procurement of the goods and civil works to be financed out of the proceeds of the Credit, shall be governed by the provisions of Schedule 2 to this Agreement. -3- Section 2.05. (a) TRDB undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Credit relent to it by the Borrower against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable by TRDB to replace or repair such goods. (b) Except as the Association may otherwise agree, TRDB shall cause all goods and services financed out of the proceeds of the Credit relent to it by the Borrower to be used exclusively for the Project. Section 2.06. TRDB shall furnish to the Association, promptly upon their preparation, the plans, specifications, contract documents and procurement schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Association shall reasonably request. Section 2.07. In carrying out Part E of the Project: (a) TRDB shall submit Sub-loans to the Association for approval or for authorization for withdrawals to be made from the Credit Account in accordance with and subject to the provi- sions of the Development Credit Agreement; (b) (i) when submitting a Sub-loan (other than a free-limit Sub-loan) to the Association for approval, TRDB shall furnish to the Association an application, in form satisfactory to the Association, together with a description of the Sub-borrower and of the Sub-project to be financed thereunder (including a description of the expenditures for such Sub-project proposed to be financed by TRDB and an appraisal of the Sub-project) and the proposed terms and conditions of the Sub-loan including the schedule of repayment of the Sub-loan, and such other information as the Association shall reasonably request; and (ii) such apprai- sals will include a calculation of the internal financial rate of return or of the discounted cost benefit ratio, established in accordance with guidelines satisfactory to the Association; (c) each request by TRDB for authorization to make with- drawals from the Credit Account in respect of a free-limit Sub- loan shall contain a summary description of the Sub-borrower and the Sub-project (including a description of the expenditures proposed to be financed out of the proceeds of the Credit) and the -4- terms and conditions of such free-limit Sub-loan, including the schedule of repayment therefor; (d) except as the Association and TRDB shall otherwise agree, TRDB shall submit applications for approval of Sub-projects pursuant to the provisions of paragragh (b) of this Section and requests for authorizations to withdraw from the Credit Account pursuant to the provisions of paragraph (c) of this Section on or before October 31, 1982; (e) TRDB undertakes that unless the Association shall otherwise agree, any Sub-loan will be made on terms whereby TRDB shall obtain, by written agreement or other appropriate legal means, rights adequate to protect the interests of the Association and of TRDB, including: (i) the right to require the Sub-borrower to carry out and operate the Sub-project with due diligence and efficiency and in accordance with sound technical, financial and managerial standards and to maintain adequate records; (ii) the right to require that the goods and services to be financed out of the proceeds of the Sub-loan be used exclusively in the carrying out of the Sub-project; (iii) the right of the Association and of TRDB to inspect the goods and the farms and construction sites included in the Sub-project, the operation thereof, and any relevant records and documents; (iv) the right to obtain all such information as the Association or TRDB shall reasonably request relating to the foregoing and to the adminis- tration, operations and financial condition of the Sub-borrower; and (v) the right of TRDB to suspend or terminate the right of the Sub-borrower to the use of the proceeds of the Sub-loan upon failure by such Sub-borrower to perform its obligations under its agreement with TRDB; and (f) TRDB shall exercise its rights in relation to each Sub-borrower in such manner as to: (i) protect the interests of the Association and of TRDB; (ii) comply with its obligations under this Agreement and the Subsidiary Loan Agreement; and (iii) achieve the purposes of the Project. Section 2.08. (a) TRDB: (i) shall maintain records and procedures adequate to record and monitor the progress 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, and to disclose their use in the Project; (ii) shall enable the Association's accredited representatives to visit the facilities and construction sites included in the -5- Project and to examine the goods financed out of the proceeds of the Credit and any relevant records and documents; and (iii) shall furnish to the Association within three months of the end of each quarter a progress report in respect of the carrying out of the Project; and (iv) shall furnish to the Association at regular intervals all such other information as the Association shall reasonably request concerning tim Project, its cost and, where appropriate, the benefits to be derived from it, the expenditures of such proceeds and the goods and services financed out of such proceeds and, in relation to Part E of the Project, concerning the Sub-loans. (b) Promptly after completion of the Project, but in any event not later than six months after the Closing Date or such later date as may be agreed for this purpose between TRDB and the Association, TRDB shall prepare and furnish to the Association a report, of such scope and in such detail as the Association shall reasonably request, on the execution and initial operation of the Project, its cost and the benefits derived and to be derived from it, the performance by TRDB and the Association of their respective obligations under the Credit Agreement and the accom- plishment of the purposes of the Credit. (c) TRDB shall enable the Association's representatives to examine all plants, installations, sites, works, buildings, property and equipment of TRDB and any relevant records and documents. Section 2.09. TRDB shall duly perform all its obligations under the Subsidiary Loan Agreement. Except as the Association shall otherwise agree, TRDB shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Subsidiary Loan Agreement or any provision thereof. Section 2.10. (a) TRDB shall at the request of the Associ- ation, exchange views with the Association with regard to the progress of the Project, the performance of its obligations under this Agreement and under the Subsidiary Loan Agreement and other matters relating to the purposes of the Credit. (b) TRDB shall promptly inform the Association of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the purposes of the Credit, or the performance by TRDB of its obligations under this Agreement and under the Subsidiary Loan Agreement. -6- Section 2.11. Except as the Association and TRDB shall otherwise agree, TRDB: (i) shall not sell, lease, transfer or otherwise dispose of any of its property or assets, except in the ordinary course of business; and (ii) shall take all action necessary to maintain its corporate existence and .right to carry on operations and to acquire, maintain and renew all rights, powers, privileges and franchises necessary or useful in the conduct of its business. Section 2.12. TRDB shall duly perform all its obligations in agreements under which funds have been lent or otherwise put at the disposal of TRDB by the Borrower or its agencies or others for relending, investment or management. Section 2.13. TRDB shall not create or acquire or take over a subsidiary or any other entity, if such creation, acquisition or taking over would adversely affect the conduct of TRDB's financial condition or the efficiency of TRDB's management and personnel or the carrying out of the Project. Section 2.14. TRDB shall cause each of its Subsidiaries (if any) to observe and perform the obligations of TRDB under this Agreement to the extent to which the same may be made applicable thereto as though such obligations were binding upon each of such Subsidiaries. Section 2.15. TRDB shall not amend its Statement of Policy in any manner which may materially and adversely affect the obligations or the financial condition of TRDB. ARTICLE III Management and Operations of TRDB Section 3.01. TRDB shall take out and maintain with responsi- ble insurers, or make other provisions satisfactory to the Asso- ciation for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section 3.02. Within not more than two weeks prior to the date of commencement of each crop marketing season, TRDB shall notify each crop marketing authority responsible for the purchase of agricultural produce from borrowers from TRDB of the aggre- gate amount of principal, interest and other charges due by each -7- such borrower as at such date in respect of credit provided by TRDB for seasonal inputs for such produce. Section 3.03. Except as the Borrower, the Association and TRDB may otherwise agree, TRDB shall charge the interest rates set forth in Section 4.02 of the Development Credit Agreement. ARTICLE IV Financial Covenants Section 4.01. (a) TRDB shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition, including, without limitation to the foregoing, separate accounts reflecting all expenditures described in Categories (2) (c), (4) and (5) of the table in paragraph 1 of Schedule 1 to the Devel- opment Credit Agreement on account of which withdrawals are requested from the Credit Account on the basis of certificates of expenditure. (b) TRDB shall retain, until one year after the Closing Date, all records (orders, invoices, bills, receipts and other documents) evidencing the expenditures on account of which with- drawals are requested from the Credit Account on the basis of certificates of expenditure and shall enable the Association's accredited representatives to examine such records. Section 4.02. (a) TRDB shall: (i) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements, including the separate accounts referred to in Section 4.01 (a) hereof) for each fiscal year audited, in accordance 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, including without limitation to the foregoing, a separate opinion by said auditors in respect of the expenditures and records referred to in Section 4.01 (b) of this Agreement as to whether the proceeds of the Credit withdrawn -8- from the Credit Account on the basis of certificates of expendi- ture have been used for the purpose for which they were provided; and (iii) furnish to the Association such other information concerning the accounts and financial statements of TRDB and the audit thereof as the Association shall from time to time reason- ably request. (b) In addition, TRDB shall furnish to the Association within three months of the end of each quarter its unaudited financial statements, together with the quarterly progress report referred to in Section 2.08 (a) (iii) of this Agreement. Section 4.03. Except as the Association shall otherwise agree, TRDB shall: (i) conduct its operations and affairs in such manner as shall be necessary to maintain, at all times, its debt/equity ratio within the limit referred to in Section 4.04 of this Agreement; and (ii) if such ratio shall, for reasons beyond TRDB's control, be exceeded, promptly take all such reasonable action as shall be necessary or advisable to bring such ratio within such limit. Section 4.04. Except as shall be otherwise agreed between the Association and TRDB, TRDB shall not incur or permit any subsi- diary to incur any debt if, after the incurring of such debt, the ratio of the consolidated debt of TRDB and all its subsidiaries then incurred and outstanding to the consolidated capital and surplus of TRDB and all its subsidiaries would exceed 60:40. For the purposes of this Section: (a) "debt" means any debt incurred by TRDB or any subsidiary maturing more than one year after the date on which it is origi- nally incurred; (b) debt shall be deemed to be incurred: (i) under a loan contract or agreement on the date and to the extent the amount of the loan is drawn down and outstanding pursuant to such loan contract or agreement; and (ii) under a guarantee agreement, on the date the agreement providing for such guarantee has been entered into but only to the extent that the guaranteed debt is outstanding; (c) whenever in connection with this Section it shall be necessary to value in terms of Tanzanian Shillings debt payable in foreign currency, such valuation shall be made at the prevailing lawful rate of exchange at which such foreign currency is, at the -9- time of such valuation, obtainable by TRDB for the purposes of servicing such debt; (d) "consolidated debt of TRDB and all its subsidiaries" means the total amount of debt of TRDB and all its subsidiaries, excluding any debt owed by TRDB to any subsidiary or by any subsidiary to TRDB or to any other subsidiary; and (e) "consolidated capital and surplus of TRDB and all its subsidiaries" means the aggregate of the unimpaired paid-up capital, surplus and free reserves (including grants received) of TRDB and all its subsidiaries after excluding therefrom such amounts as shall represent equity interests of TRDB in any subsi- diary or of any subsidiary in TRDB or any other subsidiary. 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 TRDB 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 20 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 TRDB 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. - 10 - 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: 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 TRDB: Tanzania Rural Development Bank P.O. Box 268 Dar-es-Salaam Tanzania Cable address: MTAJI Dar-es-Salaam, Tanzania 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 TRDB may be taken or executed by the General Manager or such other person or persons as the Board of Directors shall designate in writing, and TRDB shall furnish to - 11 - 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 collec- tively 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 1S I R Regional Vice President Eastern Africa TANZANIA RURAL DEVELOPMENT BANK By Authorized Representative - 12 - SCHEDULE 1 Eligibility Criteria for Sub-loans under Part E of the Project 1. (a) The Sub-borrower shall be carrying on farming or other rural operations in regions, not exceeding five regions in the aggregate, to be selected by TRDB in consultation with the Association: (i) in respect of each of which TRDB has determined to increase materially the amount of its agricultural credit during its fiscal years 1980/81, 1981/82 and 1982/83, and (ii) where, prior to the date of such selection, there is an established and substantial unsatisfied demand for agricultural credit. (b) The Sub-borrower shall not be eligible for a Sub-loan in respect of any Sub-project to the extent to which it is eligible for funds in respect of that Sub-project under any other rural credit scheme operated by or on behalf of the Borrower. (c) The Sub-borrower shall have irrevocably agreed to the deduction from the proceeds of sale of its produce by the crop authority of the amounts due to TRDB, as referred to in Section 4.04 of the Development Credit Agreement. (d) The Sub-borrower shall have agreed to contribute out of its own resources the balance of the total costs of the Sub-project not financed by the Sub-loan. (e) The Sub-borrower shall satisfy appropriate lending criteria as to management, maintenance of books and accounts, loan repayment record and financial credit- worthiness. 2. (a) A Sub-loan for seasonal inputs shall not be made in relation to any crop for which growing and marketing procedures have not been established in the region of the Sub-borrower. - 13 - (b) The Sub-loan shall not be for an amount exceeding 75% of the estimated total costs of the Sub-project. (c) The Sub-loan shall make provision for disbursement directly to suppliers for goods or services required for the Sub-project and shall exclude cash reimburse- ment of the Sub-borrower. (d) A Sub-loan for seasonal inputs shall not be made in any fiscal year of TRDB unless the number of credit agree- ments for seasonal inputs in a selected region entered into by TRDB in that fiscal year shall exceed the aggregate number of credit agreements for seasonal inputs in such region entered into by TRDB in the immediately preceding fiscal year. 3. The Sub-project appraisal referred to in Section 2.07 (b) (ii) of the Project Agreement shall show an internal financial rate of return of not less than 10% or a cost benefit ratio discounted at 10% of not less than 1. - 14 - SCHEDULE 2 Procurement A. International Competitive Bidding 1. Except as provided in Part C hereof, goods and civil works shall be procured under contracts awarded in accordance with procedures consistent with those set forth in the "Guidelines for Procurement under World Bank Loans and IDA Credits" published by the Bank in March 1977 (hereinafter called the Guidelines), on the basis of international competitive bidding as described in Part A of the Guidelines. 2. For goods and works to be procured on the basis of inter- national competitive bidding, in addition to the requirements of paragraph 1.2 of the Guidelines, TRDB shall prepare and forward to the Association as soon as possible, and in any event not later than 60 days prior to the date of availability to the public of the first tender or prequalification documents relating thereto, as the case may be, a general procurement notice, in such form and detail and containing such information as the Association shall reasonably request; the Association will arrange for the publica- tion of such notice in order to provide timely notification to prospective bidders of the opportunity to bid for the goods and works in question. TRDB shall provide the necessary information to update such notice annually so long as any goods or works remain to be procured on the basis of international competitive bidding. 3. For the purpose of evaluation and comparison of bids for the supply of goods to be procured on the basis of international competitive bidding: (i) bidders shall be required to state in their bid the c.i.f. (port of entry) price for imported goods, or the ex-factory price for domestically manufactured goods; (ii) customs duties and other import taxes on imported goods, and sales and similar taxes on domestically supplied goods, shall be excluded; and (iii) the cost to TRDB of inland freight and other expenditures incidental to the delivery of goods to the place of their use or installation shall be included. B. Preference for Domestic Manufacturers In the procurement of goods in accordance with the procedures described in Part A of this Schedule, goods manufactured in Tanzania may be granted a margin of preference in accordance with, and subject to, the following provisions: - 15 - 1. All bidding documents for the procurement of goods shall clearly indicate any preference which will be granted, the information required to establish the eligibility of a bid for such preference and the following methods and stages that will be followed in the evaluation and comparison of bids. 2. After evaluation, responsive bids will be classified in. one of the following three groups: (1) Group A: bids offering goods manufactured in Tanzania if the bidder shall have established to the satisfaction of TRDB and the Association that the manufacturing cost of such goods includes a value added in Tanzania equal to at least 20% of the ex-factory bid price of such goods. (2) Group B: all other bids offering goods manufactured in Tanzania. (3) Group C: bids offering any other goods. 3. All evaluated bids in each group shall be first compared among themselves, excluding any customs duties and other import taxes on goods to be imported and any sales or similar taxes on goods to be supplied domestically, to determine the lowest evaluated bid of each group. Such lowest evaluated bids shall then be compared with each other, and if, as a result of this comparison, a bid from group A or group B is the lowest, it shall be selected for the award. 4. If, as a result of the comparison under paragraph 3 above, the lowest bid is a bid from group C, all group C bids shall be further compared with the lowest evaluated bid from group A after adding to the evaluated bid price of the imported goods offered in each group C bid, for the purpose of this further comparison only, an amount equal to: (i) the amount of customs duties and other import taxes which a non-exempt importer would have to pay for the importation of the goods offered in such group C bid; or (ii) 15% .of the c.i.f. bid price of such goods if said customs duties and taxes exceed 15% of such price. If the group A bid in such further comparison is the lowest, it shall be selected for the award; if not, the bid from group C which as a result of the comparison under paragraph 3 is the lowest evaluated bid shall be selected. - 16 - C. Other Procurement Procedures 1. (a) Contracts for: (1) the purchase of furniture, office equipment and computer materials; and (2) the construction of housing shall be awarded pursuant to competitive bidding adver- tised locally. (b) Items of furniture, office equipment and computer materials shall, so far as possible, be grouped together in such contracts for the purpose of bulk procurement. 2. Contracts for computers shall be awarded in such manner as TRDB and the Association may agree, in the light of the recommen- dation relating thereto of the consultants referred to in Section 2.02 (a) (ii) of the Project Agreement. 3. Procurement by TRDB in respect of Part E of the Project shall be carried out in accordance with its normal procedures. D. Review of Procurement Decisions by the Association 1. Review of invitations to bid and of proposed awards and final contracts: With respect to all contracts estimated to cost the equiva- lent of $50,000 or more: (a) Before bids are invited, TRDB shall furnish to the Association, for its comments, the text of the invitations to bid and the specifications and other bidding documents, together with a description of the advertising procedures to be followed for the bidding, and shall make such modifications in the said documents or procedures as the Association shall reasonably request. Any further modification to the bidding documents shall require the Association's concurrence before it is issued to the prospective bidders. (b) After bids have been received and evaluated, TRDB shall, before a final decision on the award is made, inform the Association of the name of the bidder to which it intends to award the contract and shall furnish to the Association, in sufficient time for its review, a detailed report on the evalua- tion and comparison of the bids received, and such other information as the Association shall reasonably request. The Association shall, if it determines that the intended award would - 17 - be inconsistent with the Guidelines or this Schedule, promptly inform TRDB and state the reasons for such determination. (c) The terms and conditions of the contract shall not, without the Association's concurrence, materially differ from those on which bids were asked or prequalification invited. (d) Two conformed copies of the contract shall be furnished to the Association promptly after its execution and prior to the submission to the Association of the first application for withdrawal of funds from the Credit Account in respect of such contract. 2. With respect to each contract not governed by the preceding paragraph, TRDB shall furnish to the Association, promptly after its execution and prior to the submission to the Association of the first application for withdrawal of funds from the Credit Account in respect of such contract, two conformed copies of such contract, together with the analysis of the respective bids, recommendations for award and such other information as the Association shall reasonably request. The Association shall, if it determines that the award of the contract was not consistent with the Guidelines or this Schedule, promptly inform TRDB and state the reasons for such determination. 3. Before agreeing to any material modification or waiver of the terms and conditions of a contract, or granting an exten- sion of the stipulated time for performance of such contract, or issuing any change order under such contract (except in cases of extreme urgency) which would increase the cost of the contract by more than 10% of the original price, TRDB shall inform the Association of the proposed modification, waiver, extension or change order and the reasons therefor. The Association, if it determines that the proposal would be inconsistent with the provisions of this Agreement, shall promptly inform TRDB and state the reasons for its determination. INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Development Association. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Association thereunto the day of , 1 98 W.A FOR SECRETARY