Central African Republic - National Livestock Project : Credit 1681 - Project Agreement - Conformed

DOCM ,O CREDIT NUMBER 1681 CA Project Agreement (National Livestock Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and NATIONAL FEDERATION OF CENTRAL AFRICAN LIVESTOCK PRODUCERS Dated , 1986 CREDIT NUMBER 1681 CA PROJECT AGREEMENT AGREEMENT, dated P ? , 1986 between INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association) and NATIONAL FEDERATION OF CENTRAL AFRICAN LIVESTOCK PRODUCERS (FNEC). WHEREAS (A) by the Development Credit Agreement of even date herewith between Central African Republic (the Borrower) and the Association, the Association has agreed to make available to the Borryer an amount in various currencies equivalent to ten million three hundred thousand Special Drawing Rights (SDR 10,300,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that FNEC agree to undertake such obligations toward the Association as are set forth in this Agreement; (B) by a subsidiary grant agreement to be entered into between the Borrower and FNEC, part of the proceeds of the credit provided for under the Developmeat Credit Agreement will be made available to FNEC on the terms and conditions set forth in said Subsidiary Grant Agreement; and WHEREAS FNEC, in consideration of the Association's entering 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. FNEC 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 Part A of the -2- Project with due diligence and efficiency and in conformity with appropriate administrative, financial, veterinary and livestock practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the Project. Section 2.02. Except as the Association shall otherwise agree, procurement of the goods, works and consultants' services by FNEC required for Part A of the Project and to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 5 to the Development Credit Agreement. Section 2.03. FNEC 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 and Part A of the Project. Section 2.04. FNEC shall duly perform all its obligations under the Subsidiary Grant Agreement. Except as the Association shall otherwise agree, FNEC shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Subsidiary Grant Agreement or any provision thereof. Section 2.05. (a) FNEC shall, at the request of the Associa- tion, exchange views with the Borrower and the Association with regard to the progress of the Project, the performance of its obligations under this Agreement and under the Subsidiary Grant Agreement, and other matters relating to the purposes of the Credit. (b) FNEC 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 FNEC of its obligations under this Agreement and under the Subsidiary Grant Agreement. (c) FNEC shall, not later than December 31, 1989 or such later date as shall be acceptable to the Association, carry out a review, together with the Association, of FNEC's performance under Part A.3 and 4 of the Project and the impact thereof. -3- Section 2.06. In order to assist FNEC in carrying out Part A of the Project, FNEC shall employ a pastoral organization specialist. ARTICLE III Financial Covenants Section 3.01. (a) FNEC shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) FNEC shall: (i) have its accounts and financial statements (balance 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 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 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 from the Credit Account were made on the basis of statements of expenditure, FNEC shall: (i) maintain, in accordance with paragraph (a) of this Section, separate records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Associa- tion has received the audit report for the fiscal year in which the last withdrawal from the Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (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 said auditors as to whether the proceeds of the Credit withdrawn in respect of such expenditures were used for the purposes for which they were provided. ARTICLE IV Effective Date; Termination; Cancellation and Suspension Section 4.01. This Agreement shall come into force and effect on the date upon which the Development Credit Agreement becomes effective. Section 4.02. (a) This Agreement and all obligations of the Association and of FNEC 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 20 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 FNEC of this event. Section 4.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancella- tion or suspension under the General Conditions. - 5 - ARTICLE V Miscellaneous Provisions Section 5.01. 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 FNEC: National Federation of Central African Livestock Producers (FNEC) B.P. 588 Bangui, Central African Republic Telex: 5212 SE Section 5.02. Any action required or permitted to be taken, and any document required or permitted to be executed, under this Agreement on behalf of FNEC, may be taken or executed by the president of FNEC or such other person or persons as the president of FNEC shall designate in writing, and FNEC shall furnish to the Association sufficient evidence of the authority and the authenticated specimen signature of each such person. -6- Section 5.03. This Agreement may be executed in several counterparts, each of which shall be an original, and all collectively but one instrument. IN WITNESS WHEUEOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names in Bangui, Central African Republic, as of the day and year first above written. INTERNATIONAL DEVELOPMENT ASSOCIATION By /< 74 a hi Acting Vice Presidat Western Africa NATIONAL FEDERATION OF CENTRAL AFRICAN LIVESTOCK PRODUCERS By u/ Al H d RJpresejt4ti 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- cate and affixed the Seal of the Association thereunto the day of , I98 C FOR SECRETARY