Cameroon - Urban Development Project : Loan 2244 - Project Agreement - 1 - Conformed

LOAN NUMBER 2244 CM MAETUR Project Agreement (Urban Development Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and MISSION D'AMENAGEMENT ET D'EQUIPEMENT DES TERRAINS URBAINS ET RURAUX Dated L , 1983 LOAN NUMBER 2244 CM MAETUR PROJECT AGREEMENT AGREEMENT, dated A we4... t I , 1983, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (herein- after called the Bank) and MISSION D'AMENAGEMENT ET D'EQUIPEMENT DES TERRAINS URBAINS ET RURAUX (hereinafter called MAETUR). WHEREAS (A) by the Loan Agreement of even date herewith be- tween United Republic of Cameroon (hereinafter called the Bor- rower) and the Bank, the Bank 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 Loan Agreement, but only on condition that MAETUR agree to undertake such obligations toward the Bank as are hereinafter set forth; (B) part of the proceeds of the loan provided for under the Loan Agreement will be made available to MAETUR on the terms and conditions therein set forth; and WHEREAS MAETUR, 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, the Preamble to this Agreement and the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. MAETUR shall with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and urban development practices: (i) carry out Part B of the Project; -2- (ii) carry out Parts A and E (i) of the Project, through ARAN; and (iii) cooperate with, and assist, CFC in the carrying out of Part D of the Project. Section 2.02. Except as the Bank shall otherwise agree, MAETUR shall, in carrying out Part A (ii) of the Project, ensure that the sale price of lots to residents shall cover at least the aggregate costs to MAETUR of: (i) land acquisition; (ii) design, supervision and overhead costs for construction of on-site infra- structure; and (iii) the cost of such construction (including interest paid by MAETUR on sums borrowed therefor), it being understood that a portion of said costs in respect of certain items of on-site infrastructure, to be determined by agreement between the Borrower, the Bank and MAETUR, shall not be required to be so covered. Section 2.03. In order to secure assistance in carrying out its obligations under this Agreement, MAETUR shall employ the following specialists and consultants whose selection, qualifica- tions, experience and terms and conditions of employment shall be satisfactory to the Bank in accordance with the principles and procedures described in the "Guidelines for the Use of Consul- tants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981: (a) one municipal engineer specialized in urban upgrading, who shall serve as Deputy Director of ARAN, for the purpose of carrying out Part E (i) of the Project; (b) engineering consultants to assist ARAN in the prepara- tion of detailed engineering studies, plans and specifications and bidding documents for Part A of the Project; (c) short-term consultants to assist ARAN in resolving any special issues or problems arising in connection with the carry- ing out of Part A of the Project, as shall be required and agreed between the Bank and MAETUR; and (d) engineering consultants to assist in the preparation of detailed engineering studies, plans and specifications and bid- ding documents for Part B of the Project. -3- Section 2.04. Except as the Bank shall otherwise agree, pro- curement of the goods and civil works to be financed out of the proceeds of the Loan made available to MAETUR shall be governed by the provisions of Schedule 4 to the Loan Agreement. Section 2.05. (a) MAETUR undertakes to insure, or make ade- quate provision for the insurance of, the imported goods to be financed out of the 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 MAETUR to replace or repair such goods. (b) Except as the Bank may otherwise agree, MAETUR 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 purposes of Parts A and B of the Project. Section 2.06. (a) MAETUR shall furnish to the Bank, promptly upon their preparation, the plans, specifications, reports, con- tract documents and construction, work and procurement schedules for Parts A and B of the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. (b) MAETUR: (i) shall maintain records and procedures adequate to record and monitor the progress of Parts A and B of the Project (including their cost, the benefits to be derived from them, and key indicators of economic and social changes in the Nylon neighborhood such as changes in population, development of family incomes and progress in the regulation of tenure), to identify the goods and services financed out of the proceeds of the Loan made available to it, and to disclose their use in the Project; (ii) shall enable the Bank's representatives to visit the facilities and construction sites included in Parts A and B 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 such proceeds and the goods and services financed out of such proceeds, including, without limitation to the foregoing, quarterly progress reports on the carrying out of Parts A and B of the Project. (c) Upon the award by MAETUR 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) MAETUR shall assist the Borrower in the preparation of the reports referred to in Section 3.07 (b) of the Loan Agreement, with respect to Parts A and B of the Project. (e) MAETUR shall enable the Bank's representatives to examine all installations, sites, works, buildings, property and equipment of MAETUR and any relevant records and documents. Section 2.07. MAETUR shall duly perform all its obligations under the MAETUR Financing Agreement. Except as the Bank shall otherwise agree, MAETUR shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the MAETUR Financing Agreement or any provision thereof. Section 2.08. (a) MAETUR shall, at the request of the Bank, exchange views with the Association 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 Loan. (b) MAETUR 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 MAETUR of its obligations under this Agreement and under the MAETUR Financing Agreement. ARTICLE III Management and Operation of MAETUR Section 3.01. (a) MAETUR shall at all times carry on its operations, manage its affairs and maintain its financial posi- tion in accordance with appropriate administrative, economic, financial and urban development practices, and under an experi- enced and qualified management assisted by competent staff in adequate number. - 5 - (b) Without limitation to the generality of paragraph (a) of this Section, MAETUR shall: (i) set up and maintain its organization, including ARAN, in accordance with the provisions of the Schedule to this Agreement; and (ii) operate and maintain its equipment, properties and facilities, and, promptly as needed, make all necessary repairs and renewals thereof, all in accordance with appropriate technical and management practices. Section 3.02. MAETUR 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, MAETUR shall at all times take all steps necessary to maintain its legal existence and right to carry on its operations, and to acquire and to retain such interest in land and properties, and to acquire, maintain and renew such concessions, licenses, consents, franchises or other rights, as may be necessary or useful for the execution and operation of the Parts of the Project for which it is responsible. ARTICLE IV Financial Covenants Section 4.01. (a) MAETUR shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. (b) MAETUR shall, until one year after the Closing Date, retain all records (orders, invoices, bills, receipts and other documents) evidencing the expenditures for Parts A and B of the Project on account of which withdrawals are requested from the Loan Account on the basis of statements of expenditure, and shall enable the Bank's accredited representatives to inspect such records. Section 4.02. MAETUR shall: (i) have its accounts and finan- cial statements for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable tc the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such year, its unaudited financial -6- statements for such years; (iii) furnish to the Bank as soon as available, but in any case not later than twelve months after the end of each such year, (A) certified copies of itz 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 Bank shall have reasonably requested, including, without limita- tion to the foregoing, separate opinions by said auditors: on the separate accounts referred to in Section 4.01 (a) of this Agree- ment; and in respect of the expenditures and records referred to in Section 4.01 (b) of this Agreement, as to whether the proceeds of the Loan made available to MAETUR and withdrawn from the Loan Account on the basis of statements of expenditure have been used for the purpose for which they were provided; and (iv) furnish to the Bank such other information concerning the accounts and financial statements of MAETUR 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 effec- tive. Section 5.02. This Agreement and all obligations of the Bank and of MAETUR thereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms, and the Bank shall promptly notify MAETUR thereof. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any carcella- 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 - 7 - 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 Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) For MAETUR: Mission d'Amenagement et d'Equipement des Terrains Urbains et Ruraux (MAETUR) Boite Postale 1248 Yaound' Cameroun Section 6.02. Any action required or permitted to be taken, and any document required or permitted to be executed, under this Agreement on behalf of MAETUR may be taken or executed by its President du Conseil d'Administration or such other person or persons as MAETUR shall designate in writing, and MAETUR shall furnish to the Bank sufficient evidence of the authority and the authenticated 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 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 -8- of Columbia, United States of America, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By -D-c' Regional Vice President Western Africa MISSION D'AMENAGEMENT ET D'EQUIPEMENT DES TERRAINS URBAINS ET RURAUX By Rpentiv Authorized Representative - 9 - SCHEDULE Organization of MAETUR (Section 3.01, paragraph (b) (i), of the MAETUR Project Agreement) Unless otherwise agreed between the Bank and MAETUR, MAETUR's organizational structure shall be as follows: Management and Organization 1. MAETUR shall be managed by a conseil d'administration, a director and an assistant director. 2. MAETUR's organizational structure shall comprise the follow- ing main departments: - Programming Division; - Administrative and Financial Division; - Technical Division; - Marketing Division; - Urban Equipment Division; and - Agences. 3. ARAN shall be managed by: (a) a Coordinating Committee; and (b) a Cameroonian Chief of Agence, with the assistance of the Deputy Director referred to in Section 2.03 (a) of the MAETUR Project Agreement. 4. ARAN's organizational structure shall comprise the following four sections: (a) a technical section in charge of urban infrastructure; (b) a technical section in charge of community facilities; (c) a finance and administration section; and (d) a community organization section to liaise with com- munity groups of Nylon so as to ensure their participa- tion in the planning and execution of Part A of the Project. 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 of4 4A 196 FOR SECRETARY