India - Second National Highway Project : Loan 3470 - Project Agreement - Conformed

CREDIT NUMBER 2365 IN LOAN NUMBER 3470 IN Project Agreement (Second National Highway Project) among INTERNATIONAL DEVELOPMENT ASSOCIATION INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and STATE OF ORISSA Dated 3j?A, , 1992 CREDIT NUMBER 2365 IN LOAN NUMBER 3470 IN PROJECT AGREEMENT AGREEMENT, dated IJ , 1992, among INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association), INTERNA- TIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank) and STATE OF ORISSA, acting by its Governor (Orissa). WHEREAS: (A) by the Development Credit Agreement of even date herewith between India, acting by its President (the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to one hundred sixteen million two hundred thousand Special Drawing Rights (SDR 116,200,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that Orissa agree to undertake such obligations toward the Association as are set forth in this Agreement; and (B) by the Loan Agreement of even date herewith between India, acting by its President (the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to one hundred fifty-three million dollars ($153,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that Orissa agree to undertake such obligations toward the Bank as are set forth in this Agreement; and WHEREAS Orissa, 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 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 Loan Agreement and in the General Conditions (as so defined) have the respective meanings therein set forth. - 2 - ARTICLE II Execution of the Project Section 2.01. Orissa 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 B of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial and engineering practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for Part B of the Project. Section 2.02. Except as the Association and the Bank shall otherwise agree, procurement of the goods, works and consultant's services required for Part B of the Project and to be financed out of the proceeds of the Credit and the proceeds of the Loan shall be governed by the provisions of Schedule 3 to the Development Credit Agreement. Section 2.03. Orissa 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) Orissa shall, at the request of the Association and the Bank, exchange views with the Association and the Bank with regard to the progress of Part B 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) Orissa shall promptly inform the Association and the Bank of any condition which interferes or threatens to interfere with the progress of Part B of the Project, the accomplishment of the purposes of the Credit and the Loan, or the performance by Orissa of its obligations under this Agreement. Section 2.05. For the purposes of resettlement of families displaced, if any, from the land acquired for the purposes of Part B of the Project, Orissa shall implement an agreed resettlement plan in a timely manner. 3- ARTICLE III Financial Covenants Section 3.01. (a) Orissa shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of Part B of the Project of the departments or agencies of Orissa responsible for carrying out Part B of the Project. (b) Orissa shall: (i) have the records and accounts referred to in paragraph (a) of this Section for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Associa- tion and the Bank. (ii) furnish to the Association and the Bank as soon as available, but in any case not later than nine months after the end of each such year, 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 and accounts and the audit thereof as the Associa- tion and the Bank shall from time to time rea- sonably 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. -4- Section 4.02. (a) This Agreement and all obligations of the Association and the Bank and of Orissa thereunder shall terminate on the earlier of the following two dates: (i) the date on which both the Development Credit Agreement and the Loan Agreement shall terminate in accordance with their terms; or (ii) the date 20 years after the date of this Agree- ment. (b) If the Development Credit Agreement or the Loan Agreement 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 and the Bank shall promptly notify Orissa 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 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 -5- Cable address: Telex: INDEVAS 248423 (RCA) Washington, D.C. 82987 (FTCC) 64145 (WUI) or 197688 (TRT) 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 248423 (RCA) Washington, D.C. 82987 (FTCC) 64145 (MUI) or 197688 (TRT) For Orissa: Secretary to the Government of Orissa Department of Roads Bubaneshwar, Orissa India Telex: 0675-210 HOME IN 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 Orissa may be taken or executed by a Secretary to the Government of Orissa or such other person or persons as Orissa. shall designate in writing, and Orissa shall furnish to the Association and the Bank sufficient evidence of the authority and the authenticated specimen signature of each such person. Section 5.03. This Agreement may be executed in several counterparts, each of which shall be an original, and all collec- tively but one instrument. -6- Section 5.04. As long as the Bank has not given notice to the contrary to Orissa and so long as the Development Credit Agreement shall not have terminated prior to the termination of the Loan Agreement: (a) the obligations of Orissa to consult with, and to furnish information, documents, plans, reports, records and statements to, the Bank shall be satisfied to the extent performance in respect of such obligations is rendered to the Association; (b) the obligations of the Bank to consult with, and to furnish information to, Orissa shall be satisfied to the extent such obligations are fulfilled by the Association; and (c) all actions taken (including the giving of approvals or granting of waivers) by the Association pursuant to the Development 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. -7- 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 -D, 3-5ph lod Regional Vice President South Asia STATE OF ORISSA By AutorielRepresentative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT INTERNATIONAL DEVELOPMENT 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