Mali - Second Urban Project : Credit 1677 - Project Agreement - Conformed

---GREDIT NUMBER 1677 MLI Project Agreement (Second Urban Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and DISTRICT OF BAMAKO Dated , 1986 CREDIT NUMBER 1677 MLI PROJECT AGREEMENT AGREEMENT, dated Y , 1986, between INTERNATIONAL DEVELOPMEN A OCIATION (the Association) and DISTRICT OF BAMAKO (the District). WHEREAS (A) by the Development Credit Agreement of even date herewith between Republic of Mali (the Borrower) and the Associa- tion, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to twenty- five million two hundred thousand Special Drawing Rights (SDR 25,200,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that the District agree to undertake such obligations toward the Associa- tion as are set forth in this Agreement; (B) by a subsidiary loan agreement to be entered into between the Borrower and the District, a portion of the proceeds of the Credit provided for under the Development Credit Agreement will be made available to the District on the terms and condi- tions set forth in said Subsidiary Loan Agreement; and WHEREAS the District, 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 Agree- ment; 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. The District 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 - 2 - Parts A, B, D (1) (a), D (2), D (3) and D (4) of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and urban management 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 required for 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 2.03. The District 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 Parts A, B, D (1) (a), D (2), D (3) and D (4) of the Project. Section 2.04. The District shall duly perform all its obligations under the Subsidiary Loan Agreement. Except as the Association shall otherwise agree, the District 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 2.05. (a) The District shall, at the request of the Association, 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) The District 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 the District of its obligations under this Agreement and under the Subsidiary Loan Agreement. ARTICLE III Management and Operations of the District Section 3.01. The District shall carry on its operations and conduct its affairs in accordance with sound administrative, - 3- financial, and urban management practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. Section 3.02. The District 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 renewals thereof, all in accordance with sound engineering, financial and urban management practices. Section 3.03. The District 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. The District shall: (a) establish within its services: (i) a Directorate of Finance, and (ii) a Technical Unit; (b) entrust each of them with specific functions and responsibilities satisfactory to the Association and provide them with necessary staff and facilities in adequate numbers to carry out their responsibilities; and (c) propose for appointment as: (i) head of the Directorate of Finance, and (ii) head of the Technical Unit, Malian nationals whose technical qualifications and professional experience shall be satisfactory to the Associa- tion. Section 3.05. The District shall make available to the Project Unit all documents required by said Unit to consolidate the accounts of the Project referred to in Section 4.01 of the Development Credit Agreement. Section 3.06. The District shall establish a Budget Annex for programming, budgeting and accounting of all revenues and expenditures in respect of land development activities financed, inter alia, out of the proceeds of the Land Development Account. ARTICLE IV Financial Covenants Section 4.01. (a) The District shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. -4- (b) The District shall: (i) furnish to the Association as soon as available, but in any case not later than six months after the end of each fiscal year, copies of its accounts for such year as approved by the Ministry of Tutelle; and (ii) furnish to the Association such other information concerning said accounts 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 the District 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 25 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 the District 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 -5- 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 the District: District de Bamako Avenue de la Liberte Bamako Republique du Mali Cable address: District de Bamako 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 the District, or by the District on behalf of the Borrower under the Development Credit Agreement, may be taken or executed by the Governor of the District or such other person or persons as the Governor shall designate in writing, and the District 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. -6- 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 /4/ TX AeAt74Regional Vice President 6' Western Africa DISTRICT OF BAMAKO By /R/epresentativ Authorized Representative - 7 - SCHEDULE 1 Tasks and Responsibilities of the District's Directorate of Finance, and the Technical Unit 1. District Directorate of Finance (DDF) DDF will be headed by a Director assisted by an expert in municipal finances. Consultants' services will be provided when and as needed. DDF will have primary responsibility for: (a) preparing the District's Budget including the Budget Annex and monitoring their execution; (b) maintaining the District's accounts (except for cash management accounts which shall be maintained by the District Treasurer) and preparing annual statements; (c) monitoring and updating procedures for accounting, budgeting and payroll management; (d) participating in the execution of a study to define policies for management of District personnel; and (e) coordinating the use of municipal and regional resources available to the District for carrying out the Project. 2. District Technical Unit (DTU) DTU will be headed by a Director, reporting directly to the Governor and assisted by a senior technical advisor directly responsible for supervising all consultants' services provided to the District under the Project. DTU's responsibility will also include planning, supervising and monitoring the technical execu- tion of the Parts of the Project to be carried out by the Dis- trict. To this effect, DTU shall cooperate with the other tech- nical services of the District in accordance with the provisions of the District administrative rules and regulations. INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the International Development Association. FOR SECRETARY