Philippines - Regional Cities Development Project : Loan 2257 - Project Agreement - Conformed

OFFI CIAL IDOCUAF 4T OAN NUMBER 2257 PH Project Agreement (Regional Cities Development Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and NATIONAL HOUSING AUTHORITY Dated /6 , 1983 LOAN NUMBER 2257 PH PROJECT AG EMENT AGREEMENT, dated , 1983, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (herein- after called the Bank) and NATIONAL HOUSING AUTHORITY (herein- after called NHA). WHEREAS (A) by the Loan Agreement of even date herewith between the Republic of the Philippines (hereinafter called the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to sixty-seven million dollars ($67,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that NHA agree to undertake such obligations toward the Bank as are hereinafter set forth; (B) by a subsidiary loan agreement to be entered into between the Borrower and NHA, the proceeds of the loan provided for under the Loan Agreement will be made available to NHA on the terms and conditions therein set forth; and WHEREAS NRA, in consideration of the Bank's entering into the Loan 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 Loan Agreement, the Preamble to this Agreement and the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. NHA shall carry out its portions of Part C of the Project described in Schedule 2 to the Loan Agreement in accordance with the Shelter Memorandum of Agreement with each of the Project Cities, all with due diligence and efficiency and in - 2- conformity with appropriate administrative, financial and engineering practices. Section 2.02. In order to assist NHA in carrying out Part C of the Project, NHA shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank, such consultants to be selected in accordance with principles and procedures satisfactory to the Bank on the basis of the "Guidelines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by-the Bank in August 1981. Section 2.03. Except as the Bank shall otherwise agree, procurement of the gools and civil works required for the Project and to be financed out of the proceeds of the Loan shall be governed by the provisions of Schedule 4 to the Loan Agreement. Section 2.04. (a) NHA undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Loan made available to it by the Borrower against hazards incident to the acquisition, trans- portation and delivery thereof to the place of use or installa- tion, and for such insurance any indemnity shall be payable in a currency freely usable by NRA to replace or repair such goods. (b) NHA shall cause all goods and services financed out of the proceeds of the Loan made available to it by the Borrower to be used exclusively for the purposes of the Project. Section 2.05. (a) NHA shall furnish to the Bank, promptly upon their preparation, the plans, specifications, reports, training programs, contract documents and construction and procurement schedules for Part C of the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. (b) NHA shall: (i) maintain records and procedures adequate to record and monitor the progress of Part C 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 Loan, and to disclose their use in Part C of the Project; (ii) enable the Bank's representatives to visit the facilities and construction sites included in Part C of the Project and to examine the goods financed out of the proceeds of the Loan and any relevant records and documents; and (iii) furnish to the Bank - 3 - at regular intervals all such information as the Bank shall reasonably request concerning Part C of the Project, its cost and, where appropriate, the benefits to be derived from it, the expenditure of the proceeds of the Loan and the goods and services financed out of such proceeds. (c) Upon the award by NHA of any contract for goods, works or services to be financed out of the proceeds of the Loan, the Bank may publish a description thereof, the name and nationality of the party to whom the contract was awarded and the contract price. (d) Promptly after completion of Part C 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 the Borrower, NHA and the Bank, NHA shall prepa-.re and furnish to the Bank through the Borrower a report, of such scope and in such detail as the Bank shall reasonably request, on the execution and initial operation of Part C of the Project, its cost and the benefits derived and to be derived from it, the performance by NBA and the Bank of their respective obligations under the Project Agreement and the accomplishment of the purposes of the Loan. (e) NHA shall enable the Bank's representatives to examine all plants, installations, sites, works, buildings, property and equipment of NHA and any relevant records and documents. Section 2.06. NHA shall duly perform all its obligations under the NHA Subsidiary Loan Agreement and the NHA Onlending Agreement. Except as the Bank shall otherwise agree, NHA shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the NHA Subsidiary Loan Agreement or the NHA Onlending Agreement, or any provision thereof. Section 2.07. (a) NHA shall, at the request of the Bank, exchange views with the Bank with regard to the progress of Part C of the Project, the performance of its obligations under this Agreement, the NHA Subsidiary Loan Agreement, the NHA Onlending Agreement, and other matters relating to the purposes of the Loan. -(b) NHA shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of Part C of the Project, the accomplishment of the purposes of the Loan, or the performance by NHA of its obligations under this Agreement, the NHA Subsidiary Loan Agreement and the NHA Onlend- ing Agreement. ARTICLE III Management and Operations of NBA Section 3.01. (a) NHA shall at all times carry on its operations, manage its affairs, plan its future development and maintain its financial position in accordance with sound finan- cial, administrative and engineering practices, and under the supervision of experienced and component management. (b) NHA shall operate and maintain its equipment, proper- ties and facilities and from time to time make all necessary renewals and repairs thereof in accordance with sound engineering and management practices. Section 3.02. NHA shall take out and maintain with respon- sible insurers, or make other provision satisfactory to the Bank for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section 3.03. NHA shall by June 30, 1984: (a) furnish to the Bank a staffing study completed in accordance with terms of reference satisfactory to the Bank; and (b) employ on a full-time basis senior staff responsible for finance, and for operations, respectively, with qualifica- tions and experience satisfactory to the Bank. Section 3.04. NHA shall at all times take all steps neces- sary to maintain its existence and right to carry on its opera- tions, including Part C of the Project, and shall, except as the Bank shall otherwise agree, take all steps necessary to acquire, maintain and renew such licenses, consents, franchises or other rights, as may be necessary or useful for the construction and operation of Part C of the Project and the conduct of its business. -5.- ARTICLE IV Financial Covenants Section 4.01. (a) NHA 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 on account of which withdrawals are requested from the Loan Account on the basis of statements of expenditure. (b) NHA shall retain, until one year after the Closing Date, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing the expenditures on account of which withdrawals are requested from the Loan Account on the basis of statements of expenditure, and shall enable the Bank's representatives to examine such records. Section 4.02. NHA shall: (a) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (b) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such year: (i) certified copies of its financial statements for such year as so audited; and (ii) the report of such audit by said auditors of such scope and in such detail as the Bank shall have reasonably requested, including, without limitation to the foregoing, separate opinions 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 Loan made available to it and withdrawn from the Loan Account on the basis of statements of expenditure have been used for the purpose for which they were provided; and (c) furnish to the Bank such other information concerning said accounts, financial statements, records and expenditures, as well. as the audit thereof, as the Bank shall from time to time reasonably request. - 6- Section 4.03. NHA shall by December 31, 1983 begin to implement a program satisfactory to the Bank for the recovery of costs of its sites and services, and slum upgrading projects. 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 Loan Agreement becomes effective. Section 5.02. This Agreement and all obligations of the Bank and of NHA thereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms, and the Bank shall promptly notify NHA thereof. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancella- tion 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 hereinafter 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 Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America -7- Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) For NHA: National Housing Authority Elliptical Road Quezon City Metro Manila, Philippines Telex: 722-7780 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 NHA may be taken or executed by its General Manager or such other person or persons as NHA shall designate in writing, and NRA shall furnish to the Bank 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 collectively but one instrument. - 8- 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, Unites States of America, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By ' 621Regional Vice President East Asia and Pacific NATIONAL HOUSING AUTHORITY Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Bank for Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this /0 day of , 198 . FOR SECRETARY