Tunisia - First Urban Sewerage Project : Loan 1088 - Project Agreement - 1 - Conformed

CONFORMED COPY LOAN NUMBER 1088 TUN Project Agreement (First Urban Sewerage Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND DISTRICT DE TUNIS DATED FEBRUARY 18, 1975 CONFORMED COPY LOAN NUMBER 1088 TUN Project Agreement (First Urban Sewerage Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND DISTRICT DE TUNIS DATED FEBRUARY 18, 1975 PROJECT AGREEMENT AGREEMENT, dated February 18, 1975, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and DISTRICT DE TUNIS (hereinafter called the District). WHEREAS by the Loan Agreement of even date herewith between Republic of Tunisia (hereinafter called 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 the District agree to undertake, on the occasion of the carrying out of Part H of the Project, such obligations toward the Bank as hereinafter set forth; WHEREAS a portion of the proceeds of the loan provided for under the Loan Agreement will be made available to the District for the execution of Part H of the Project on the terms and conditions therein set forth in the Loan Agreement; and WHEREAS the District, in consideration of the Bank's entering into the Loan Agreement with the Borrower, has agreed to undertake the obligations hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Definitions Section 1.01. Wherever used in this Agreement, unless the context shall otherwise require, the several terms defined in the Loan Agreement and in the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of Part H of the Project Section 2.01. The District shall carry out Part H of the Project described in Schedule 2 to the Loan Agreement with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and urban planning, programming and supervision practices. 4 Section 2.02. In order to assist the District in the preparation of the land use studies and the Plans d'Ame'nagement referred to in Part H of the Project, the District shall employ no later than June 30, 1975 (or such other date as the Bank may agree) consultants whose qualifications, experience and terms and conditions of employment shall be acceptable to the Bank. Section 2.03. Except as the Bank may otherwise agree, (i) the District shall cause all services financed out of the proceeds of the Loan made available to the District by the Borrower to be used exclusively for Part H of the Project until its completion; (ii) shall maintain records adequate to record the progress of Part H of the Project (including the cost thereof) and to identify the services financed out of the proceeds of the Loan made available to it by the Borrower, and to disclose the use thereof in the Project; and (iii) shall furnish to the Bank all such information as the Bank shall reasonably request concerning Part H of the Project, the expenditure of the proceeds of the Loan so made available to it and the services financed out of such proceeds. Section 2.04. No later than three years after the date of this Agreement (or such other date as the Bank may agree) the District shall submit to the Borrower and the Bank for their review the land use studies and its proposals for the Plans d'Amenagement referred to in Part H of the Project. Section 2.05. No later than four months after the date of this Agreement (or such other date as the Bank may agree) the District shall, pursuant to paragraph 3 of Article 7 of the Borrower's Decree No. 73-604 of November 25, 1973, enter into an agreement acceptable to the Bank with ONAS for the purpose of defining their mutual relationship and responsibilities in the carrying out of the Project and in the planning and carrying out of ONAS investment program in the District. Section 2.06. (a) The District shall, at the request of the Bank, exchange views with the Bank with regard to the progress of Part H of the Project, and the performance of its obligations under this Agreement. (b) The District shall promptly inform the Bank of any condition which interferes or threatens to interfere with, the progress of Part H of the Project, or the performance by the District of its obligations under this Agreement. ARTICLE III Management and Operations of the District Section 3.01. The District shall, at all times, manage its affairs, plan its future expansion and carry orn its operations, all in accordance with appropriate 5 administrative, financial, engineering, and urban planning, programming and supervision practices, under the supervision of competent management assisted by qualified and competent personnel in adequate number. 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 Loan Agreement becomes effective. Section 4.02. (a) This Agreement and all obligations of the Bank and of the District thereunder shall terminate on the earlier of the following two dates: (i) the date on which the Loan Agreement shall terminate in accordance with its terms; or (ii) the date on which the Borrower has promulgated under its laws and regulations the Plans d'Am6nagement referred to under Part H1 of the Project. (b) If the Loan Agreement terminates in accordance with its terms before the date specified in paragraph (a)(ii) of this Section, the Bank shall promptly notify the District of this event. 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 Bank: International Bank for Reconstruction and Development 1818 H Street, N.W Washington, D.C. 20433 United States of America 6 Cable address: INTBAFRAD Washington, D.C. For the District: District de Tunis Tunis, Tunisia Cable address: DISTU Tunis Section 5.02. Any action required or permitted to be taken, and any documents required or permitted to be executed, under this Agreement on behalf of the District or under the Loan Agreement by the District on behalf of the Borrower may be taken or executed by its Directeur Gdndral or such other person or persons as such Directeur General shall designate in writing. Section 5.03. The District shall furnish to the Bank sufficient evidence of the authority and the authenticated specimen signature of the person or persons who will, on behalf of the District take any action or execute any documents required or permitted to be taken or executed by the District pursuant to any of the provisions of this Agreement. Section 5.04. This Agreement may be executed in several counterparts, each of which shall be an original, and all collectively but one instrument. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, 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 / Munir P. Benjenk Regional Vice President Europe, Middle East and North Africa DISTRICT DE TUNIS By /s / Ali Hedda Authorized Representative