Conformed Copy - L3036 - Agricultural Research and Extension Project - Project Agreement

Page 1 CONFORMED COPY LOAN NUMBER 3036 MOR (Agricultural Research and Extension Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and NATIONAL INSTITUTE FOR AGRICULTURAL RESEARCH Dated September 22, 1989 LOAN NUMBER 3036 MOR PROJECT AGREEMENT AGREEMENT, dated September 22, 1989, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank) and NATIONAL INSTITUTE FOR AGRICULTURAL RESEARCH (INRA). WHEREAS by the Loan Agreement of even date herewith between Kingdom of Morocco (the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to twenty-eight million dollars ($28,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that INRA agree to undertake such obligations toward the Bank as are set forth in this Agreement; and WHEREAS INRA, in consideration of the Bank's entering into the Loan Agreement with the Borrower, has agreed to undertake the obligations set forth in this Agreement; Page 2 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 Loan Agreement and the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of Part A of the Project Section 2.01. (a) INRA declares its commitment to the objectives of the Project as set forth in Schedule 2 to the Loan Agreement, and, to this end, shall carry out Part A of the Project with due diligence and efficiency and in conformity with appro- priate administrative, financial, engineering and agricultural research practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the purpose. (b) Without limitation upon the provisions of paragraph (a) of this Section and except as the Bank and INRA shall otherwise agree, INRA shall carry out Part A of the Project in accordance with the Research Implementation Program set forth in the Schedule to this Agreement. Section 2.02. Except as the Bank shall otherwise agree, pro- curement of the goods, works and consultants' services required for Part A of 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 2.03. INRA shall carry out the obligations set forth in Sections 9.04, 9.05, 9.06, 9.07, 9.08 and 9.09 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. (a) INRA shall, at the request of the Bank, exchange views with the Bank with regard to progress of Part A of the Project, the performance of its obligations under this Agreement and other matters relating to the purposes of the Loan. (b) INRA shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of Part A of the Project, the accomplishment of the purposes of Loan, or the performance by INRA of its obligations under this Agreement. ARTICLE III Management and Operations of INRA Section 3.01. INRA shall carry on its operations and conduct its affairs in accordance with sound administrative, financial and agricultural research practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. Section 3.02. INRA 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 agricultural practices. Section 3.03. INRA shall take out and maintain with responsi- Page 3 ble 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. ARTICLE IV Financial Covenants Section 4.01. (a) INRA shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) INRA shall: (i) have its records, 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; (ii) furnish to the Bank 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 Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concern- ing said records, accounts and financial statements as well as the audit thereof, as the Bank 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 Loan Agreement becomes effective. Section 5.02. This Agreement and all obligations of the Bank and of INRA thereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms, and the Bank shall promptly notify INRA thereof. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation 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. Page 4 Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT), Washington, D.C. 248423 (RCA) or 64145 (WUI) For INRA: Institut National de la Recherche Agronomique Boite Postale 415 Rabat Kingdom of Morocco Cable address: Telex: INRA DRA 31702 M Avenue de la Victoire Rabat Kingdom of Morocco 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 INRA may be taken or executed by the chief executive officer of INRA or such other person or persons as said person shall designate in writing, and INRA 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 collec- tively 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 BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Kemal Dervis Acting Regional Vice President Europe, Middle East and North Africa NATIONAL INSTITUTE FOR AGRICULTURAL RESEARCH By /s/ Ali Bengelloun Authorized Representative SCHEDULE Research Implementation Program In order to ensure the proper implementation of Part A of the Project, INRA shall take the following actions in accordance with guidelines satisfactory to the Bank. A. Organization and Management of Part A of the Project Page 5 1. The overall responsibility for the implementation of Part A of the Project shall be vested in INRA's chief executive officer, who shall be responsible, inter alia, for: (a) the preparation of operational plans for said Part A; (b) the recruitment of staff and consultants; (c) the coordination of the preparation of documents for the procurement of goods and works; (d) the organization of the training to be provided under said Part A; (e) the linkage of all agricultural research activities with MARA; and (f) the preparation and furnishing to the Bank of the plans, schedules, reports and records and other information referred to in Sections 9.06 and 9.07 of the General Conditions for said Part A. 2. In order to assist INRA's chief executive officer in the performance of his coordinating functions under Part A of the Project, INRA shall establish and maintain throughout the execution of Part A of the Project a coordination unit within INRA's research programming division to be responsible for reviewing all documents for the procurement of goods, works and consultants' services and preparing the documents and information referred to in Part A.1 (f) of this Schedule. B. Research Programs 1. INRA's research programming division shall be responsible for developing annual multidisciplinary research programs focussing on priority crops and animals, and monitoring and evaluating the carrying out thereof. The research programs to be developed and carried out under Part A of the Project shall focus on the following: bread wheat, forage crops, livestock, oil seeds and olives. These programs will be designed to address problems faced by farmers in producing such crops and livestock and to recommend appropriate policies and procedures to improve their production and quality. To enable INRA properly to develop and carry out such programs, INRA shall employ on its staff about 73 qualified technicians and about 71 qualified engineers, in accordance with the following schedule: 1989 1990 1991 1992 1993 Engineers: 11 16 17 18 9 Technicians: 5 20 15 15 18 2. The CRRA in Meknes shall be assigned responsibility for carrying out the research programs developed under Part A of the Project which focus on bread wheat, oil seeds, olives, forage crops and livestock produced in areas receiving an average of 400 milimeters of rain per year or more; and the CRRA in Marrakech shall be assigned responsibility for carrying out the research programs developed under Part A of the Project which focus on olives, forage crops and livestock produced in areas receiving an average of less than 400 milimeters of rain per year. To this end, about 20 suitably qualified research scientists shall be assigned to each of these CRRAs. To assist INRA in carrying out its annual research programs, INRA shall employ, not later than June 30, 1990, the following consultants with qualifications, experience and terms of reference satisfactory to the Bank: (a) one specialist in genetic improvement of bread wheat; (b) one specialist in bread wheat cropping systems; (c) one specialist in agronomy and protection of oil seeds; (d) one specialist in agronomy and protection of olives; and (e) two specialists in genetic improvement, feeding and management of sheep and improvement of pastures. 3. Suitably located research farms of INRA shall be made available to the CRRAs as and when necessary to enable such CRRAs to carry out field work required for their research programs under Part A of the Project. Any other activities carried out on such farms, such as seed multiplication and crop production activities, shall be managed separately from the CRRAs' field work. Page 6 4. In order to facilitate the improved coordination of research and extension activities: (a) INRA shall at all times maintain a technical committee with membership and terms of reference satisfactory to the Bank to be responsibile for formulating INRA's research policies in consultation with DVRA; (b) the director of DVRA or the chief of the DVRA Agricultural Extension and Training Division shall be invited to attend all meetings of said technical committee to advise on matters relating to extension services; and (c) a research and development unit will be established in each of the CRRAs with suitably qualified staff in adequate numbers, including, inter alia, at least one engineer and two technical agents, to be responsible for developing permanent exchanges of views and information among CRRA research staff extension staff of the DPAs and ORMVAs and farmers. In order to facilitate such cooperation between extension agents and CRRA research staff, such units shall provide assistance to the DPAs' and ORMVAs' teams of subject matter specialists in the carrying out of their activities. C. Training 1. Under Part A.3 of the Project, INRA shall take all measures necessary to: (a) develop and carry out an overseas training program which shall include training at academic institutions to enable INRA's staff to obtain post-graduate degrees in pertinent subjects, and to upgrade the skills of its engineering and technical staff; and (b) enter into arrangements with appropriate overseas research institutions designed to enable INRA's management to exchange views with management of such institutions on policies and procedures to encourage agricultural development. 2. In order to assist INRA in the supervision of prep- aration by INRA research staff for post-graduate degrees, INRA shall employ advisers with qualifications, experience and terms of reference satisfactory to the Bank. D. Personnel Management INRA shall at all times maintain employment policies and procedures designed to encourage and reward quality performance by research staff in the pursuit of their duties in INRA. E. Financial Management 1. INRA shall apply, not later than March 31, 1990, and at all times thereafter, the budgeting, financial and accounting policies and procedures referred to in Section 3.03 (b) of the Loan Agreement. To this end, INRA shall, prior to such application, develop and carry out a training program designed to improve the financial management capabilities of its staff. To assist INRA in developing and carrying out such program, INRA shall employ consultants with qualifications, experience and terms of reference satisfactory to the Bank. 2. Without limitation on the provisions of paragraph 1 above, INRA shall introduce, not later than March 31, 1990, separate accounting systems for research activities and seed and crop production activities carried out on INRA's research farms.