Niger - Irrigation Rehabilitation Project : Credit 1618 - Project Agreement - Conformed

OFMFCIAL CREDIT NIBER 1618 NIR DMCUMENTS Project Agreement (Irrigation Rehabilitation Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and OFFICE NATIONAL DES AMENAGEMENTS HYDRO-AGRICOLES Dated 22 , 1985 CREDIT NUKBER 1618 NIR PROJECT AGREEMENT AGREEMENT, dated A4 {22 , 1985, between INTERNATIONAL DEVELOPMENT AS2OCIATION (the Association) and OFFICE NATIONAL DES AMENAGEMENTS HYDRO-AGRICOLES (ONAHA). WHEREAS by the Development Credit Agreement of even date herewith between the Republic of Niger (the Borrower) and the Association, the Association has agreed to make available to the, Borrower an amount in various currencies equivalent to nine million six hundred thousand Special Drawing Rights (SDR 9,600,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that ONAHA agree to undertake such obligations toward the Association as are set forth in this Agreement; and WHEREAS ONAHA, in consideration of the Association's enter- ing into the Development Credit Agreement with the Borrower, has agreed to undertake the obligations set forth in this Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Definitions Section 1.01. Unless the context otherwise requires, the several terms defined in the Development Credit Agreement, the Preamble to this 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. (a) ONAHA declares its commitment to the objectives of the Project as set forth in Schedule 2 to the Development Credit Agreement, and, to this end, shall carry out Parts A, B (1), B (2), B (4), B (5), D and E of the Project described in said Schedule with due diligence and efficiency and in conformity with appropriate administrative, financial, engi- neering and agricultural practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, ser- vices and other resources required for the Project. -2- (b) ONABA shall: (i) cooperate with; and assist, the Bor- rower to enable it to carry out Parts B (3), C (1) and C (2) of the Project in coordination with the carrying out of the Parts of the Project to be carried out by ONARA; and (ii) provide all necessary assistance to the Borrower. in providing the services included in Parts B (3), C (1) and C (2) of the Project, includ- ing the purchase of materials for the purpose. (c) ONAHA shall: (i) prior to December 31, 1985, contract the services of NIGELEC to assist it in carrying out Part A (1)(i) of the Project under an agree.ent to be concluded between ONAHA and NIGELEC and which shall be satisfactory to the Association; (ii) prior to December 31, 1985, contract the services of INRAN to assist it in carrying out Parts B (2) and D of the Project under an agreement to be concluded between ONAHA and INRAN and which shall be satisfactory to the Association; and (iii) duly perform its obligations and exercise its rights under such agreements. (d) ONAHA shall duly carry out its undertakings under the arrangements referred to in Section 3.01 (c) of the Development Credit Agreement. Section 2.02. Except as the Association shall otherwise agree, procurement of the goods, works and consultants' services required for the Project and to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 1 to this Agreement. Section 2.03. ONAHA shall carry out the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of the Project Agreement. Section 2.04. (a) ONAHA shall, at the request of the Asso- ciation, exchange views with the Association with regard to the progress of the Project, the performance of its obligations under -3- this Agreement, and other matters relating to the purposes of the Credit. (b) ONAHA 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 ONARA of its obligations under this Agreement. Section 2.05. ONAHA shall not undertake any rehabilitation works on irrigation perimeters included in the Project Area unless: (i) ONAHA has concluded an agreement satisfactory to the Association with the appropriate cooperatives which clearly defines the respective responsibilities of ONARA and the coopera- tives with respect to the operation and maintenance of th- peri- meters, and which shall provide, inter alia, that the farmers will bear the full cost of operation, maintenance and replace- ment of pumping equipment and the full operating cost of the irrigation and drainage networks; (ii) ONAHA has prepared in cooperation with the cooperatives model statutes and bylaws satisfactory to the Association which will: (A) regulate the business, operations and other internal matters of the coopera- tives, including a requirement that cooperatives maintain appro- priate accounts and make such accounts available to the Borrower for purposes of auditing in accordance with Section 4.05 of the Development Credit Agreement; (B) provide a clear description of members' obligations, procedures for eviction and for user rights on irrigated plots; and (C) provide that farmers shall not be required to remit or sell paddy to their cooperatives in quanti- ties exceeding the equivalent in value of amounts owed by such farmers to their cooperatives on account of seasonal credit or water charges; and (iii) the cooperatives have adopted statutes and bylaws based on the said model statutes and bylaws. Section 2.06. (a) ONAHA shall create within its organization a new unit for monitoring, evaluation, financial planning, bud- geting and budgetary control. (b) ONAHA shall ensure that said unit shall be staffed and operational not later than December 31, 1985, the professional staff of said unit to be employed in accordance with the provi- sions of Section II of Schedule 1 to this Agreement. (c) ONAHA shall: (i) through its monitoring and evalua- tion unit, complete not later than December 31, 1988 or such -4- other date as the Association may agree, the study included in Part E (3) of the Project, including a review of the extent to which farmers shall be able to contribute towards the capital cost of irrigation works in the Project Area; (ii) promptly thereafter transmit to the Borrower and the Association for their comments the recommendations resulting from said study; and (iii) implement final recommendations resulting therefrom, taking due account of the Borrower's and the Association's comments. ARTICLE III Management and Operations of ONAHA Section 3.01. ONAHA shall carry on its operations and conduct its affairs in accordance with sound administrative, financial, engineering and agricultural practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. Section 3.02. (a) ONAHA shall at all times operate and main- tain its plant, machinery, equipment and other property, and from time to time, promptly as needed, make all necessary repairs and renewals thereof, all in accordance with sound engineering, financial and agricultural practices. (b) ONAHA shall: (i) ensure that arrangements satisfactory to the Association are made to assist cooperatives to select qualified contractors for the maintenance of their pumping equip- ment; and (ii) (A) review annually the adequacy of such main- tenance by such contractors, and (B) take action to rev-edy any maintenance deficiencies disclosed by the annual review. Section 3.03. ONAHA shall take out and maintain with respon- sible 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. ONAHA shall not: (i) undertake any activities unless financing on appropriate terms and conditions is available for the purpose; and (ii) render services to any party except under arrangements which fully compensate ONAHA for the cost of providing such services. -5- ARTICLE IV Financial Covenants Section 4.01. (a) ONAHA shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) ONAHA shall: (i) have its accounts and financial statements (bal- ance sheets, statements of income and expenses and related statements) and the Special Account 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 four months after the end of each such year (starting with fiscal year 1985-86), (A) certified copies of its finan- cial 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 said accounts and financial statements as well as the audit thereof and said records as the Association shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals are requested from the Credit Account on the basis of statements of expenditure, ONAHA shall: (i) maintain, in accordance with paragraph (a) of this Section, separate records and accounts reflecting such expenditures; (ii) retain, until one year after the Closing Date, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; -6- (iii) enable the Association's representatives to examine such records; and (iv) ensure that such separate accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report thereof contains, in respect of such separate accounts, a separate opinion by the said auditors as to whether the proceeds of the Credit withdrawn in respect of such expenditures have been used for the purpose for which they were provided. Section 4.02. ONAHA shall complete no later than Decem- ber 31, 1985 the design and installation of a cost accounting system satisfactory to the Association and thereafter operate and maintain said system in accordance with appropriate administra- tive, accounting and maintenance practices. 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 ONAHA 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) the date 15 years after the date of this Agree- ment. (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 ONARA 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. -7- 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 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 ONAHA: Office National des Amenagements Hydro-Agricoles P.O. Box 10697 Niamey Niger Cable address: Telex: ONAHA Niamey, Niger 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 ONAHA, or by ONAHA on behalf of the Borrower under the Development Credit Agreement, may be taken or -8- executed by ONAHA's Director General or such other person or persons as ONAHA's Director General shall designate in writing, and ONAHA 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 duly authorized representatives, 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 Western Africa OFFICE NATIONAL DES AMENAGEMENTS HYDRO-AGRICOLES By uth6rized Representative -9- SCHEDULE 1 Procurement and Consultants' Services I. Procurement of Goods and Works A. International Competitive Bidding Except as provided in Part D hereof, goods and works shall be procured under contracts awarded in accordance with procedures consistent with those set forth in Sections I and II of the "Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in May 1985 (the Guidelines). B. Preference for Domestic Manufacturers In the procurement of goods in accordance with the proce- dures described in Part A of this Schedule, goods manufactured in Niger may be granted a margin of preference in accordance with, and subject to, the provisions of paragraphs 2.55 and 2.56 of the Guidelines and paragraphs 1 through 4 of Appendix 2 thereto. C. Preference for Domestic Contractors In the procurement of works in accordance with the proce- dures described in Part A of this Schedule, the Borrower may grant a margin of preference to domestic contractors in accor- dance with, and subject to, the provisions of paragraphs 2.55 and 2.56 of the Guidelines and paragraph 5 of Appendix 2 thereto. D. Other Procurement Procedures 1. Contracts for civil works not exceeding $200,000 equivalent and contracts for goods not exceeding $50,000 equivalent may, up to an aggregate amount not to exceed $1,000,000 equivalent in the case of works and $500,000 equivalent in the case of goods, be procured on the basis of competitive bidding, advertised locally, in accordance with procedures satisfactory to the Association. 2. Rehabilitation works on the irrigation/drainage systems, access roads, dams and protection dikes may be carried out by ONAHA's work force. - 10 - E. Review by the Association of Procurement Decisions 1. Review of invitations to bid and of proposed awards and final contracts: (a) With respect to each contract estimated to cost the equivalent of $100,000 or more, the procedures set forth in paragraphs 2 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contract are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of the contract required to be furnished to the Association pursuant to said paragraph 2 (d) shall be furnished to the Association prior to the making of the first payment out of the Special Account in respect of such contract. (b) With respect to each contract not governed by the pre- ceding paragraph, the procedures set forth in paragraphs 3 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contract are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of the contract together with the other information required to be furnished to the Association pursuant to said paragraph 3 shall be furnished to the Association as part of the evidence to be furnished pursuant to paragraph 4 of Schedule 3 to the Development Credit Agreement. (c) The provisions of the preceding subparagraphs (a) and (b) shall not apply to contracts on account of which the Associa- tion has authorized withdrawals from the Credit Account on the basis of statements of expenditure. Such contracts shall be re- tained in accordance with Section 4.01 (c) (ii) of this Agree- ment. 2. The figure of 15% is hereby specified for purposes of para- graph 4 of Appendix 1 to the Guidelines. II. Employment of Consultants 1. In order to assist ONAHA in carrying out the Project, ONAHA shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. 2. Such consultants shall be selected in accordance with prin- ciples and procedures satisfactory to the Association on the - 11 - 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. 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 198F5. FOR SECRETARY