Haiti - Urban Development Project : Credit 1338 - Project Agreement - Conformed

DOCUMENTS REDIT NUMBER 1338 HA Project Agreement (Urban Development Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and ENTREPRISE PUBLIQUE DE PROMOTION DE LOGEMENTS SOCIAUX Dated , 1983 CREDIT NUMBER 1338 HA PROJECT AGREEMENT AGREEMENT, dated /3/ , 1983, between INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association) and ENTREPRISE PUBLIQUE DE PROMOTION DE LOGEMENTS SOCIAUX (hereinafter called EPPLS). WHEREAS by the Development Credit Agreement of even date herewith between the Republic of Haiti (hereinafter called the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to seven million four hundred thousand Special Drawing Rights (SDR 7,400,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that EPPLS agree to undertake such obligations toward the Association as are hereinafter set forth; WHEREAS by a subsidiary loan agreement to be entered into between the Borrower and EPPLS, part of the proceeds of the Credit provided for under the Development Credit Agreement will be made available to EPPLS on the terms and conditions therein set forth; and WHEREAS EPPLS, 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. EPPLS shall carry out Parts B and C of the Project described in Schedule 2 to the Development Credit Agreement with due diligence and efficiency and in conformity -2- with appropriate administrative, financial and engineering practices. Section 2.02. In order to assist EPPLS the carrying out of Parts B and C of the Project, EPPLS shall, not later than 3 months after the date of this Agreement, employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association, such consultants to be selected in accordance with principles and procedures satis- factory to the Association 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 Association shall otherwise agree, procurement of the goods and civil works required for Parts B and C of the Project and 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) EPPLS undertakes to insure, or make ade- quate 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 installation, and for such insurance any indemnity shall be pay- able in a currency freely usable by EPPLS to replace or repair such goods. (b) EPPLS shall cause all goods and services financed out of the proceeds of the Credit made available to it by the Bor- rower to be used exclusively for the purposes of the Project. Section 2.05. (a) EPPLS shall furnish to the Association, promptly upon their preparation, the plans, specifications, con- tract documents and construction and procurement schedules for Parts B and C of the Project, and any material modifications thereof or additions thereto, in such detail as the Association shall reasonably request. (b) EPPLS shall: (i) maintain records and procedures ade- quate to record and monitor the progress of Parts B and 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 Credit, and to disclose their use in the Project; (ii) enable the Association's *representatives to visit the - 3 - facilities and construction sites included in the Project and to examine the goods financed out of the proceeds of the Credit and any rclevant records and documents; and (iii) furnish to the Association at regular intervals all such information as the Association shall reasonably request concerning Parts B and C of the 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. (c) Upon the award by EPPLS of any contract for goods, works or services to be financed out of the proceeds of the Credit, the Association 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 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 EPPLS and the Association, EPPLS shall prepare and furnish to the Associa- tion a report, of such scope and in such detail as the Associa- tion shall reasonably request, on the execution and initial operation of Parts B and C of the Project, its cost and the bene- fits derived and to be derived from it, the performance by EPPLS and the Association of their respective obligations under the Project Agreement and the accomplishment of the purposes of the Credit. (e) EPPLS shall enable the Association's representatives to examine all plants, installations, sites, works, buildings, property and equipment of EPPLS and any relevant records and documents. Section 2.06. EPPLS shall duly perform all its obligations under the Subsidiary Loan Agreement. Except as the Association shall otherwise agree, EPPLS 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 provi- sion thereof. Section 2.07. (a) EPPLS shall, at the request of the Asso- ciation, exchange views with the Association with regard to the progress of Parts B and C 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. -4- (b) EPPLS shall promptly inform the Association of any con- dition which interferes or threatens to interfere with the pro- gress of Parts B and C of the Project, the accomplishment of the purposes of the Credit, or the performance by EPPLS of its obli- gations under this Agreement and under the Subsidiary Loan Agree- ment. Section 2.08. (a) In carrying out Part B of the Project EPPLS shall: (i) apply construction standards commensurate with the ability to pay of prospective purchasers, such standards to be satisfactory to the Association; (ii) lease the lots and sell the dwelling units at levels. permitting the recovery of all on-site costs; (iii) finance the lease of the lots and the sale of the dwelling units under contracts establishing for a repayment period of twenty-five (25) years and an interest rate on the outstanding balance of 8% per annum for lots located in Port-au-Prince and 6% per annum for lots located in other cities; and (iv) obtain from the purchasers of the dwelling units a mortgage guarantee. (b) EPPLS shall review, in coordination with the Asso- ciation, each year, starting on October 1, 1983, and if required by the Association revise, in a manner satisfactory to the Association, the interest rqtes referred to in paragraph (a) (iii) of this Section. Section 2.09. Upon construction of the facilities included in Part B of the Project, EPPLS shall transfer, under contractual arrangements satisfactory to the Association, such facilities, and its related infrastructure and equipment, to the Borrower's agencies which will be responsible for their operation and main- tenance. ARTICLE III Management and Operations of EPPLS Section 3.01. EPPLS shall carry on its operations and conduct its affairs in accordance with sound administrative, - 5 - financial, and engineering practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. Section 3.02. EPPLS shall at all times operate and maintain its plant, machinery, equipment and other property, and from time to time, promptly as needed, make all necessary repairs and re- newals thereof, all in accordance with sound engineering and financial practices. Section 3.03. EPPLS shall take out and maintain with responsible insurers, or make other provisions satisfactory to the Association for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section 3.04. EPPLS shall forward to the Association, for review, any investment plans in an amount equivalent to one million dollars ($1,000,000) or more. ARTICLE IV Financial Covenants Section 4.01. EPPLS shall maintain records adequate to reflect, in accordance with consistently maintained appropriate accounting practices, its operations and financial condition. Section 4.02. EPPLS shall: (a) establish and maintain separate accounts for Parts B and C of the Project;. (b) have its accounts (including the separate accounts referred to in paragraph (a) of this Section) 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 Association; (c) furnish to the Association as soon as available, but in any case not later than four months after the end of each such year, (i) certified copies of the separate accounts referred to in paragraph (a) of this Section and its financial statements for such year as so audited, and (ii) a certified copy of the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested; and -6- (d) furnish to the Association such other information concerning said accounts, financial statements, records and expenditures, as well as the audit thereof, as the Association shall from time to time reasonably 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 EPPLS 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 15 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 EPPLS of this event. 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 - 7 - 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 For EPPLS: Entreprise Publique de Promotion de Logements Sociaux Delmas 3 Rue du Foyer, 34 Port-au-Prince, Haiti 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 EPPLS may be taken or executed by its General Manager or such other person or persons as its General Manager shall designate in writing, and EPPLS 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 collectively 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 Regional Vice President Latin America and the Caribbean ENTREPRISE PUBLIQUE DE PROMOTION DE LOGEMENTS SOCIAUX By Authorized Representative 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- zate and affixed the Seal of the Association thereunto the day of, L, 198 FOR SECRETARY