Cameroon - Forestry Project : Loan 2092 - Project Agreement - Conformed

」 LOAN NUMBER 2092 CH PROJECT AGREEMENT AGREEMENT,, dated + 1983, between OR INTERNATIONAL BANK F RECONSTRUC4ION AND DEVELOPMENT (herein-- after called the Bank) and OFFICE NATIONAL DE REGENERATION DES FORETS (hereinafter called ONAREF), WHEREAS- (A) by the Loan Agreement of even date herewith between United Republic of Cameroon (hereinafter called the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent seventeen million dollars __('$17,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that ONAREF agree to undertake such obligations toward the Bank as are hereinafter I At forth; (B) part of,the proceeds of the Loan provided for under the Loan Agreementwill be made available to ONAREF; and WHEREAS ONAREF, 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: ARTICE 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 the General Conditions (as so defined) have the respective meanings therein set forth.' ARTICLE It Execution of the Project Section 2.01. (a) ONAREF shall carry out Parts A, C and D and, jointly with SEMRY, Part B of the Project, described in Schedule 2 to the Loan Agreement, with due diligence and efficiency and in conformity with appropriate administrative, economic, financial, engineering and forestry practices. -2- (b) ONAREF shall assist DEFC in maintaining the records* and accounts for Part E of the Project. Section 2.02. (a) In order to carry out Part A of the Pro- ject, ONAREF shall enter into a contract with CELLUCAM on terms and conditions satisfactory to the Bank, providing for: (i) the execution of Part A of the Project by CELLUCAM on behalf and for the account of ONAREF (including, inter alia, the arrangements for the preparation of the annual work plans for said Part of the Project referred to in Section 2.04 of this Agreement, the secondment of ONAREF field supervisory staff to CELLUCAM and the review of proposed staff appointments to the positions of CELLUCAM's sous-directeur incharge of CELLUCAM's sylviculture activities and of the nurseries chef de service, plantations chef de service and planning chef de service); and (ii) the ownership by the Borrower of the trees to be planted under Part A of the Project and the sale of mature trees to CELLUCAM against payment of a stumpage fee which shall be at least sufficient to recover the investment costs for planting the trees and maintaining them to maturity, including interest thereon. (b) ONAREF shall duly jzform all its obligations under the CELLUCAM contract and shall exercise its rights thereunder in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan; to this end, ONAREF shall in particular ensure that the key staff of CELLUCAM's sylviculture*department listed in paragraph (a) (i) of this Section shall have qualifications and experience satisfac- tory to the Bank. (c) Except as the Bank shall otherwise agree, ONAREF shall not take or concur in any action which would have the effect of amending, terminating, assigning or waiving the CELLUCAM Contract or any provision thereof. Section 2.03. (a) In order to carry out, jointly with SEMRY, Part B of the Project, ONAREF shall enter into an agreement with SEMRY on terms and conditions satisfactory to the Bank, regarding the arrangements for the execution and subsequent operation of said Part of the Project, including, inter alia: -3- (i) the preparation of the annual work plans for Part B of the Project referred to in Section 2.04 of this Agree- ment; (ii) the plan of action referred to in paragraph (b) of this Section; (iii) the secondment of ONAREF staff and the employment of the specialist referred to in Section 2.05 (d) of this Agreement for SEMRY's forestry division; and (iv) the recovery of the investment costs (including main- tenance to maturity, and interest thereon) of the tree plantings under Part B (i) of the Project through the payment of a stumpage fee at least sufficient to cover such costs. (b) ONAREF shall ensure that no works are undertaken for any of the village wood lots to be established under Part B (ii) of the Project, until a plan of action for the carrying out of such Part of the Project shall have been submitted to, and approved by, the Bank. (c) ONAREF shall duly perform all its obligations under the SEHRY Agreement and shall exercise its rights thereunder in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, ONAREF shall not take or concur in any action which uould have the effect of amending, terminating, assigning or waiving the SEMRY Agreement or any provision thereof. Section 2.04. ONAREF shall carry out, or cause to be carried out, Parts A through D of the Project in accordance with annual work plans and budgets satisfactory to the Bank. For this pur- pose, ONAREF shall, not later than March 31 of each year, furnish to the Bank for each review and concurrence the proposed work plan and budget in respect of each of said Parts of the Project for the twelve-month period starting on January 1 of the ensuing year. Section 2.05. In order to assist ONAREF in carrying out its obligations under this Agreement, ONAREF shall employ, in accord- ance with the principles and procedures described in the "Guide- lines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981, the following specialists and consultants whose selection, qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank: (a) a forestry engineer, as ONAREF reforestation program officer; L * (b) a Project accountant; (c) a forestry engineer, as ONAREF supervising plantation manager; (d) a forestry engineer specialized in arid zone reforesta- tion, as head of SEMRY's forestry division; and (e) consultants to assist in carrying out Parts B (ii) and (iv) and D (ii) and (iii) of the Project. Section 2.06. ONAREF shall select ONAREF staff whose quali- fications and proposed training programs are satisfactory to the . Bank for training abroad under Part D (ii) (c) of the Project. Section 2.07. Except as the Bank shall otherwise agree, procurement of the goods and civil works to be financed out of the proceeds of the Loan shall be governed by the provisions of Schedule 4 to the Loan Agreement. Section 2.08. (a) ONAREF undertakes to insure, or make adequate.provision for the insurance of, the imported goods to be financed out of tLe proceeds of the Loan made available to it by the Borrower against hazards incident to the acquisition, trans- portation and delivery thereof to the place of use or installa- tion, and for such insurance any indemnity shall be payable in a currency freely usable by ONAREF to replace or repair such goods. (b) Except as the Bank may otherwise agree, ONAREF shall cause all goods and services financed out of the proceeds of the Loan made available to it by the Borrower to be used exclusively for the Project. Section 2.09. (a) ONAREF shall furnish to the Bank, promptly upon their preparation, the plans, specifications, reports, contract documents and work and procurement schedules for Parts A through D of the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. -5- (b) ONAREF: (i) shall maintain records and procedures adequate to record and monitor the progress of Parts A through D of the Project (including their cost and the benefits to be derived from them) to identify the goods and services financed out of the proceeds of the Loan allocated thereto, and to disclose their use in said Parts of the Project; (ii) shall enable the Bank's accredited representatives to visit the facilities and construction sites included in said Parts of the Project and to examine the goods financed out of such proceeds and any relevant records and documents; and (iii) shall furnish to the Bank at regular intervals all such information as the Bank shall reasonably request concerning the Project, its cost and, where appropriate, the benefits to be derived from it, the expenditure of the proceeds of the Loan and the goods and services financed out of such proceeds, including, without limitation to the foregoing, quarterly progress reports on the execution of Parts A through D of the Project. (c) Upon the award by ONAREF of any contract for goods, works or services to be financed out of the proceeds of the Loan, the Bank may publish a description thereof, the name and nationality of the party to whom the contract was awarded and the contract price. (d) ONAREF shall assist the Borrower in the preparation of the report referred to in Section 3.08 (d) of the Loan Agreement, with respect to Parts A through D of the Project. (e) ONAREF shall enable the Bank's representatives to examine all installations, sites, works, buildings, property and equipment of ONAREF and any relevant records and documents. Section 2.10. (a) ONAREF shall, at the request of the Bank, exchange views with the Bank with regard to the progress of the Project, the performance of its obligations under this Agreement, the CELLUCAM Contract and the SEMRY Agreement, and other matters relating to the purposes of the Loan. (b) ONAREF shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the purposes of the Loan, or the performance by ONAREF of its obligations under this Agreement, the CELLUCAM Contract or the SEMRY Agreement. - 6 ARTICLE III Knagement and Operations of ONAREF Section 3.01. (a) ONAREF shall at all times carry on its operations, manage its affairs, plan the future development of its activities and maintain its financial position in accordance with appropriate economic, financial, forestry and administrative practices, and under an experienced and qualified management assisted by an adequate number of competent staff. (b) Without limitation upon the generality of paragraph (a) of this Section, ONAREF shall: (i) operate and maintain its equipment, properties and facilities, and make all necessary repairs and renewals thereof, in accordance with appropriate technical, forestry and management practices; (ii) until completion of the Project, provide in its budget each year an amount of at least CFAF 40 million for the operating expenditures of its ongoing tree planting program in the Ngaoundfr& area; and (iii) take or cause to be taken all action necessary to ensure that, after completion of the Project, the trees planted under Parts A, B and C thereof are adequately protected and maintained to maturity. Section 3.02. ONAREF shall take out and maintain with responsible insurers, or make other provisions satisfactory to the Bank for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section 3.03. Except as the Bank may otherwise agree, ONAREF shall not sell, lease, transfer or otherwise dispose of any of its property and assets except in the ordinary course of business. 8 Section 3.04. ONAREF shall at all times take all steps necessary to maintain its legal existence and right to carry on its operations, including the Parts of the Project for which it is responsible, and to acquire and to retain such properties, and to acquire, maintain and renew such licenses, consents, -7- franchises or other rights, as may be necessary or useful for the execution and operation of said Parts of the Project and the con- duct of its activities. ARTICLE IV Financial Covenants Section 4.01. (a) ONAREF shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition, including detailed separate accounts for Parts A, B, C and D of the Project and a consolidated summary account to record all Project expenditures (the Project Accounts). (b) As part of the Project Accounts, ONAREF shall retain, until one year after the Closing Date, all records (orders, invoices, bills, receipts and other documents) evidencing the expenditures for Parts A through D of the Project on account of which withdrawals are requested from the Loan Account on the basis of certificates of expenditure, and shall, enable the Bank's accredited representatives to inspect such records. Section 4.02. ONAREF shall: (i) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements, including the Project Accounts) 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 four months after the end of each such year, (A) certified copies of its financial statements, including a statement of the Project Accounts, 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, including, without limitation to the fore- going, a separate opinion by said auditors in respect of the expenditures and records referred to in Section 4.01 (b) of this Agreement and paragraph (b) (i) of Section 3.08 of the Loan Agreement as to whether the proceeds of the Loan withdrawn from the Loan Account on the basis of certificates of expenditure have been used for the purpose for which they were provided; and (iii) furnish to the Bank such other information concerning the accounts and financial statements of ONAREF and 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 ONAREF thereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms, and the Bank shall promptly so notify ONAREF thereof. Section .5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancella- tion 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. Washington, D.C. 20433 United States of America e Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) ~1 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Bank for Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this day of 198 &. FOR SECRETARY