China - Jiangsu Provincial Transport Project : Loan 3316 - Project Agreement - Conformed

CREDIT NUMBER 2226 CHA LOAN NUMBER 3316 CHA Project Agreement (Jiangsu Provincial Transport Project) among INTERNATIONAL DEVELOPMENT ASSOCIATION and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and JIANGSU PROVINCE Dated jLvle, O , 1991 CREDIT NUMBER 2226 CHA LOAN NUMBER 3316 CHA PROJECT AGREEMENT AGREEMENT, dated )LXi- 10 , 1991, among INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association), INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank) and JIANGSU PROVINCE (Jiangsu). WHEREAS (A) by the Development Credit Agreement of even date herewith between the People's Republic of China (the Borrower) and the Association, the Association has agreed to lend to the Borrower an amount in various currencies equivalent to thirty- eight million five hundred thousand Special Drawing Rights (SDR 38,500,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that Jiangsu agree to undertake such obligations toward the Association as are set forth in this Agreement; (B) by the Loan Agreement of even date herewith between the Borrower and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to one hundred million dollars ($100,000,000), on the terms and condi- tions set forth in the Loan Agreement, but only on condition that Jiangsu agree to undertake such obligations toward the Bank as are set forth in this Agreement; and WHEREAS Jiangsu, in consideration of the Association's entering into the Development Credit Agreement with the Borrower, and the Bank's entering into the Loan 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 and in the General Conditions (as so defined) and in the Loan Agreement and the General Conditions (as so defined) have the respective meanings therein set forth. -2- ARTICLE II Execution of the Project Section 2.01. (a) Jiangsu declares its commitment to the objective of the Project as set forth in Schedule 2 to the Development Credit Agreement, and, to this end, shall carry out the Project, through JPCD, under the general supervision of MOC, with due diligence and efficiency and in conformity with appro- priate administrative, financial, engineering and highway prac- tices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without limitation upon the provision of paragraph (a) of this Section and except as the Association and the Bank shall otherwise agree, Jiangsu shall carry out the Project in accordance with the Implementation Program set forth in the Schedule to this Agreement. Section 2.02. Except as the Association and the Bank 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 and of the Loan shall be governed by the provisions of Schedule 3 to the Development Credit Agreement. Section 2.03. Jiangsu 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 applicable to the Development Credit Agreement and in Sections 9.04, 9.05, 9.06, 9.07, 9.08 and 9.09 of the General Conditions applicable to the Loan Agreement (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) Jiangsu shall, at the request of the Asso- ciation or the Bank, exchange views with the Association or the Bank with regard to the progress of the Project, the performance of its obligations under this Agreement and other matters relating to the purposes of the Credit and the Loan. (b) Jiangsu shall promptly inform the Association and the Bank of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the pur- poses of the Credit and the Loan, or the performance by Jiangsu of its obligations under this Agreement. - 3 - ARTICLE III Financial Covenants Section 3.01. (a) Jiangsu shall maintain, or cause to be maintained, records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial con- dition in respect of the activities related to the Project. (b) Jiangsu shall: (i) have the accounts referred to in paragraph (a) above, for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association and the Bank; (ii) furnish to the Association and the Bank as soon as available, but in any case not later than six months after the end of each such year a certified copy of the report of such audit by said auditors of such scope and in such detail as the Association and the Bank shall have reasonably requested; and (iii) furnish to the Association and the Bank such other information concerning said records, accounts and the audit thereof, as the Association and the Bank shall from time to time reasonably request. ARTICLE IV Effective Date; Termination; Cancellation and Suspension Section 4.01. This Agreement shall come into force and effect on the date upon which both the Development Credit Agreement and the Loan Agreement become effective. Section 4.02. (a) This Agreement and all obligations of the Association, the Bank and Jiangsu thereunder shall terminate on the earlier of the following dates: (i) the date on which both the Development Credit Agreement and the Loan Agreement shall have termi- nated; or -4- (ii) the date twenty years after the date of this Agree- ment. (b) If the Development Credit Agreement or the Loan Agree- ment or both of said Agreements terminate in accordance with their respective terms before the date specified in paragraph (a) (ii) of this Section, the Association or the Bank or both, as the case may be, shall promptly notify Jiangsu of this event. Section 4.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under the General Conditions applicable to the Development Credit Agreement or the Loan Agreement. ARTICLE V Miscellaneous Provisions Section 5.01. Any notice or request recuired 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 desig- nated 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) -5- For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) For Jiangsu: Jiangsu Provincial Communications Department 170 Zhong Hua Road Nanjing 210001, People's Republic of China Telex: 342 267 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 Jiangsu or by Jiangsu on behalf of the Borrower under the Development Credit Agreement or the Loan Agree- ment, may be taken or executed by the Governor or Vice Governor of Jiangsu or such other person or persons as the Governor shall designate in writing, and the Governor shall furnish to the Asso- ciation and the Bank sufficient evidence of the authority and the authenticated specimen signature of each such person. Section 5.03. As long as the Bank has not given notice to the contrary to Jiangsu and so long as the Development Credit Agree- ment shall not have terminated prior to the termination of the Loan Agreement: (a) the obligations of Jiangsu to consult with, and to furnish information, documents, plans, reports, records and state- ments to, the Bank shall be satisfied ta the extent performance in respect of such obligations is rendered to the Association; -6- (b) the obligations of the Bank to consult with, and to furnish information to Jiangsu shall be satisfied to the extent such obligations are fulfilled by the Association; and (c) all actions taken (including the giving of approvals or the granting of waivers) by the Association pursuant to the Devel- opment Credit Agreement shall be deemed to be taken pursuant to both the Development Credit Agreement and the Loan Agreement, and in the name and on behalf of both the Association and the Bank. Section 5.04. 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 DEVELOPMENT ASSOCIATION INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By VAkcsp& Regional Vice President Asia JIANGSU PROVINCE By Authorized Representative - 7 - SCHEDULE Implementation Program 1. Jiangsu shall: (a) select the roads to be rehabilitated under Part A (ii) of the Project in accordance with criteria and procedures, agreed with the Association and the Bank; and (b) by October 31, 1991 and October 31, 1992, provide to the Association and the Bank for concurrence a list of roads so selected to be constructed under the second and third phases of the program, respectively. 2. Jiangsu shall carry out each of the studies under Parts F and H of the Project in accordance with terms of reference and timing agreed with the Association and the Bank. 3. Jiangsu shall carry out the staff training under Part I of the Project in accordance with a program agreed with the Associa- tion and the Bank. 4. Jiangsu shall carry out the resettlement under the Project in accordance with a plan agreed with the Association and the Bank. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT INTERNATIONAL DEVELOPM ENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the International Bank for Reconstruction and Development and the International Development Association. FOR SECRETARY