India - Inland Fisheries Project : Credit 0963 - Orissa Project Agreement - Conformed

CREDIT NUMBER 963 IN Orissa Project Agreement (Inland Fisheries Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and STATE OF ORISSA Dated Atb.7/V1980t CREDIT NUMBER 963 IN ORISSA PROJECT AGREEMENT /03- AGREEMENT, dated /(3 .? 1980, between INTERNA- TIONAL DEVELOPMENT ASSOCIATIO (hereinafter called the Associ- ation) and STATE OF ORISSA, acting by its Governor (hereinafter called Orissa). WHEREAS by the Development Credit Agreement of even date herewith between India, acting by its President (hereinafter called the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to twenty million dollars ($20,000,000), 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 hereinafter set forth; and WHEREAS Orissa, in consideration of the Association entering into the Development Credit 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 Development Credit 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. Orissa shall carry out or cause to be carried out Part B of the Project described in Schedule 2 to the Develop- ment Credit Agreement as said Part B of the Project applies to Orissa 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 the purpose. -2- Section 2.02. Except as the Association shall otherwise agree, procurement of the goods and civil works 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. Orissa shall, by April 30, 1980: (a) establish, and thereafter maintain and operate, the SMCC with responsibilities inter alia for policy guidance and review of Project execution in Orissa; and (b) establish, to monitor and coordinate Project execution, and thereafter maintain and operate the SPU with powers, respon- sibilities and key staff satisfactory to the Association, and headed by a full-time officer not below the rank of a Joint Director. Section 2,04. Orissa shall cause the SPU to prepare, in consultation with the CPU, and furnish to the Association through the CPU, by May 31, 1980, a work plan and a schedule for the implementation of the part of the Project for which Orissa is responsible. Section 2.05. Orissa shall: (a) establish by April 30, 1980, under the Companies Act 1956 and operate throughout the Project execution period, of the Borrower, the FSDC and throughout such period shall not change the Memorandum and Articles of Association thereof without prior consultation with the Association; (b) by April 30, 1980, pay in an initial capital subscrip- tion in an amount of Rsl,000,000; (c) provide the FSDC, promptly as needed, the funds required to meet at least 30% of hatchery investment costs, which funds shall be additional to the amount specified in paragraph (b) above; (d) by April 30, 1980, employ in the FSDC a suitably quali- fied Managing Director; (e) appoint thereto, (i) by May 31, 1980 an Executive Engineer, and (ii) by June 30, 1981, three suitably qualified Senior Executive Managers; -3- (f) cause the FSDC to furnish to the Association, through CPU: (i) by May 31, 1980, proposals for the selection and acquisi- tion of two hatchery sites; and (ii) by September 30, 1980, proposals for the selection and acquisition of the remaining hatchery sites for the Project Sub-Area, all in accordance with the guidelines set forth in the Schedule to the ARDC Agreement; (g) ensure that the FSDC shall, during the execution of the Project, carry out business, on a commercially viable basis, related mainly to the production, promotion and marketing of fish seed, unless otherwise agreed by the Association; and (h) ensure that, in the Project Sub-Area, Orissa shall not sell fingerlings at prices below FSDC's prices for similar fingerlings. Section 2.06. Orissa shall establish, by March 31, 1981, and throughout the Project execution period maintain and operate, an FFDA to serve each district of the Project Sub-Area where no FFDA is already operating, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. Section 2.07. Orissa shall take all necessary steps to ensure that, by June 30, 1980, lease terms for public waters are avail- able, in the Project Sub-Area, to Fish Farmers participating in the Project, for a minimum period of 10 years. Section 2.08. Orissa shall take or cause to be taken all such action as shall be necessary to acquire as and when needed all such land and rights in respect of land as shall be required for the carrying out of its part of the Project and, if requested by the Association, shall furnish to the Association, promptly after such acquisition, evidence satisfactory to the Association that such land and rights in respect of land are available for purposes related to its part of the Project. Sectio-n 2.09. (a) Orissa undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Credit made available to it by the Borrower against hazards incident to the acquisition, transportation and delivery thereof to the place of use or instal- lation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such goods. -4- (b) Except as the Association may otherwise agree, Orissa shall cause all goods and services financed out of the proceeds of the Credit made available to it by the Borrower to be used exclusively for the Project. Section 2.10. (a) Orissa shall cause -SPU to collect and furnish to the Association through CPU, promptly upon their preparation the plans, specifications, reports, contract documents and work and procurement schedules for its part of the Project, and any material modifications thereof or additions thereto, in such detail as the Association shall reasonably request. (b) Orissa shall cause SPU, FFDAs and FSDC to: (i) maintain records and procedures adequate to record and monitor the progress of its part of the Project (including its cost and the benefits to be derived from it), to identify the goods and services financed out of the proceeds of the Credit, and to disclose their use in said part of the Project; (ii) enable the Association's accredited representatives to visit the facilities and construction sites included in said part of the Project and to examine the goods and services financed out of the proceeds of the Credit and any relevant records and documents; and (iii) furnish to the Associa- tion through CPU at regular intervals all such information as the Association shall reasonably request concerning the said part of the Project, its cost and, where appropriate, the benefits to be derived from it, the expenditures of such proceeds and the goods and services financed out of such proceeds, and all such other information as the Borrower, through CPU, shall reasonably request in order to enable the Borrower to carry out its obligations under Section 3.05 of the Development Credit Agreement. (c) Orissa shall enable the Association's accredited representatives to examine all plants, installations, sites, works, buildings, property and equipment of FFDAs and FSDC and any relevant records and documents. (d) Promptly after completion of its part of the Project, but in any event not later than six months after the Closing Date or such later date as may be agreed for this purpose between the Association and Orissa, Orissa shall cause SPU to prepare and furnish to the Association through CPU a report, of such scope and in such detail as the Association shall reasonably request, on the execution and initial operation of its part of the Project, its cost and the benefits derived and to be derived from it, the performance by the Association and Orissa of their respective -5- obligations under this Agreement and the accomplishment of the purposes of the Credit. Section 2.11. (a) Orissa shall at the request of the Associ- ation, exchange views with the Association with regard to the progress of its part of the Project, the performance of its obligations under this Agreement and other matters relating to the purposes of the Credit. (b) Orissa shall promptly inform the Association of any condition which interferes or threatens to interfere with, the progress of its part of the Project, the accomplishment of the purposes of the Credit, or the performancr- by Orissa of its obligations under this Agreement. Section 2.12. Orissa shall throughout the Project execution period adequately maintain and repair, or cause to be adequately maintained and repaired, the hatchery approach roads to be con- structed under its part of the Project, all in accordance with appropriate engineering practices, and shall provide, promptly as needed, the funds, facilities and other resources required for the purpose. ARTICLE III Management and Operations of FSDC Section 3.01. Orissa shall cause FSDC to: (a) at all times manage its affairs, maintain its financial position, plan its future expansion and carry on its operations, all in accordance with sound commercial, financial and fisheries practices and under the supervision of experienced and competent management assisted by experienced and competent staff in adequate number; and (b) take all steps necessary to acquire, maintain, and renew all rights, powers, privileges and franchises which are necessary or useful in the conduct of its business or in the carrying out of the Project. Section 3.02. Orissa shall cause FSDC to 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. -6- ARTICLE IV Financial Covenants Section 4.01. Orissa shall and shall cause FSDC to maintain separate records adequate to reflect in accordance with con- sistently maintained appropriate accounting practices its oper- ations and financial condition. Section 4.02. (a) Orissa shall cause FSDC to maintain separate accounts of expenditures made under its part of the Project. (b) Orissa shall cause FSDC to: (i) have said 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 Association; (ii) furnish to the Association as soon as available, but in any case not later than nine 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 Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning the accounts and financial statements and the audit thereof 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 Orissa thereunder shall terminate on the earlier of the following two dates: (i) a date 20 years after the date of this Agreement; or (ii) the date on which the Development Credit Agreement shall terminate in accordance with its terms. -7- (b) If the Development Credit Agreement terminates in accordance with its terms before the date specified in paragraph (a) (i) of this Section, the Association shall promptly notify Orissa of this event. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under the Development Credit Agreement. 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 herein- after 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 Orissa: Secretary to Government of Orissa Forest, Fisheries and Animal Husbandry Department Bhubaneswan, Orissa India -8- Cable address: CHIEF SEC Bhubaneswan India Section 6.02. Any action required or permitted to be taken, and any document required or Dermitted to be executed, under this Agreement on behalf of Orissa may be taken or executed by the Secretary to the Government of Orissa, Forest, Fisheries and Animal Husbandry Department or such other person or persons as Orissa shall designate in writing, and Orissa shall furnish to the Association sufficient evidence of the authority and the authenti- cated 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 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 DEVELOPMENT ASSOCIATION By Regional Vice President South Asia STATE OF ORISSA By Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Development Association. In witness whereof I have signed this Certifi- cate and affixed the Seal of the AssoSiation thereunto the day of( AMdk1- FOR SECRETARY