China - Beijing Environmental Project : Loan 3415 - Project Agreement - Conformed

CREDIT NUMBER 2312 CHA LOAN NUMBER 3415 CHA Project Agreement (Beijing Environmental Project) among INTERNATIONAL DEVELOPMENT ASSOCIATION INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and BEIJING MUNICIPALITY Dated , 1991 CREDIT NUMBER 2312 CIA LOAN NUMBER 3415 CRA PROJECT AGREEMENT AGREEMENT, dated -,4 ' /6 , 1991, among INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association), INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank) and BEIJING MUNICIPALITY (Beijing). WHEREAS: (A) by the Development Credit Agreement of even date herewith between People's Republic of China (the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to sixty million one hundred thousand Special Drawing Rights (SDR 60,100,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that Beijing agree to undertake such obligations toward the Association as are set forth in this Agreement; (B) by the Loan Agreement of even date herewith between People's Republic of China (the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to forty-five million dollars ($45,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that Beijing agree to undertake such obligations toward the Bank as are set forth in this Agreement; WHEREAS Beijing, 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. (a) Beijing 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 the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and environmental practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without limitation upon the provisions of paragraph (a) of this Section and except as the Association, the Bank and Beijing shall otherwise agree: (i) Beijing shall carry out Parts A, B and D of the Project in accordance with the Implementation Program set forth in Schedule 2 to this Agreement; and (ii) Subloans shall be made in accordance with the procedures and terms and conditions set forth or referred to in Schedule 3 to this Agreement. Section 2.02. Except as the Association and the Bank shall otherwise agree, procurement of the goods, works and consultants' services required for 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 1 to this Agreement. Section 2.03. Beijing 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 respectively to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition) in respect of the Project Agreement. Section 2.04. (a) Beijing shall, at the request of the Association and the Bank, exchange views with the Association and the Bank with regard to the progress of the Project, the performance -3- of its obligations under this Agreement and other matters relating to the purposes of the Credit and the Loan. (b) Beijing shall promptly inform the Association and the Bank of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the purposes of the Credit and the Loan, or the performance by Beijing of its obligations under this Agreement. ARTICLE III Financial Covenants Section 3.01. (a) Beijing 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 the Project of the departments or agencies of Beijing responsible for carrying out the Project or any part thereof. (b) Beijing 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 Association and the Bank. (ii) furnish to the Association and the Bank as soon as available, but in any case not later than six 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 Association and the Bank shall from time to time reasonably request. -4 (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, Beijing shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Association has received the audit for the fiscal year in which the last withdrawal from the Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Association's representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. 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. Section 4.02. (a) This Agreement and all obligations of the Association and the Bank and of Beijing 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 -5- (ii) the date 20 years after the date of this Agreement. (b) If the Development Credit Agreement or the Loan Agreement or both of said Agreements terminates in accordance with its terms before the date specified in paragraph (a) (ii) of this Section, the Association and the Bank shall promptly notify Beijing 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 partles contemplated by this Agreement shall be in writing. Such notie 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 Cable address: Telex: INDEVAS 248423 (RCA) Washington, D.C. 82987 (FTCC) 64145 (WUI) or 197688 (TRT) -6- 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 (WUI) or 197688 (TRT) For Beijing: Beijing Municipality Beijing Municipality Finance Bureau 8 Che Gong Zhuang Street Beijing, 100044, People's Republic of China Cable address: Telex: 0981 Beijing 222477 DDH CN 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 Beijing, or by Beijing on behalf of the Borrower under the Development Credit Agreement and the Loan Agreement, may be taken or executed by the Mayor or Vice Mayor or such other person or persons as the Mayor or Vice Mayor shall designate in writing, and Beijing 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 collectively but one instrument. Section 5.04. As long as the Bank has not given notice to the contrary to Beijing and so long as the Development Credit Agreement shall not have terminated prior to the termination of the Loan Agreement: -7- (a) the obligations of Beijing 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, Beijing 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. 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 Regional Vice President East Asia and Pacific BEIJING MUNICIPALITY Authorized Representative -8- SCHEDULE 1 Procurement and Consultants' Services Section I: Procurement of Goods and Works Part A: International Competitive Bidding 1. Except as provided in Part D hereof, goods and works shall be procured under contracts awarded in accordance with procedures consistent with those set forth in Sections I and II of the "Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in May 1985 (the Guidelines). 2. Bidders for civil works contracts to be awarded in accordance with paragraph A.1 above shall be prequalified as provided in paragraph 2.10 of the Guidelines. 3. To the extent practicable, contracts for works shall be grouped into bid packages. Part B: Preference for Domestic Manufacturers In the procurement of goods in accordance with the procedures described in Part A.1 hereof, goods manufactured in China may be granted a margin of preference in accordance with, and subject to, the provisions of paragraphs 2.55 and 2.56 of the Guidelines and paragraphs 1 through 4 of Appendix 2 thereto. Part C: Preference for Domestic Contractors In the procurement of works in accordance with the procedures described in Part A.1 hereof, Beijing may grant a margin of pre- ference to domestic contractors in accordance with, and subject to, the provisions of paragraphs 2.55 and 2.56 of the Guidelines and paragraph 5 of Appendix 2 thereto. Part D: Other Procurement Procedures 1. Items or groups of items for civil works for Parts A and B of the Project, estimated to cost the equivalent of $10,000,000 or less per contract, up to an aggregate amount equivalent to $21,000,000, may be procured under contracts awarded on the basis of competitive bidding, advertised locally, in ac-trdance with procedures satis- factory to the Association and the tank. - 9 - 2. Items or groups of items for equipment and materials for Parts A and B of the Project estimated to cost the equivalent of $200,000 or less per contract, up to an aggregate amount equivalent to $4,000,000, may be procured under contracts awarded on the basis of comparison of price quotations obtained from at least three suppliers eligible under the Guidelines, in accordance with procedures acceptable to the Association and the Bank. 3. Items of groups of items and equipment for Subprojects under Part C of the Project estimated to cost the equivalent of $2,000,000 or less per contract, may be procured under contracts awarded on the basis of comparison of price quotations obtained from at least three suppliers from at least three different countries eligible under the Guidelines, in accordance with procedures acceptable to the Association and the Bank. Part E: Review by the Association and the Bank of Procurement Decisions 1. Review of prequalification: With respect to the prequalification of bidders as provided in Part A.2 hereof, the procedures set forth in paragraph 1 of Appendix 1 to the Guidelines shall apply. 2. Review of invitations to bid and of proposed awards and final contracts: (a) With respect to each contract under Parts A and B of the Project for civil works estimated to cost the equivalent of $3,000,000 or more and for equipment estimated to cost the equivalent of $200,000 or more, and with respect to each contract under Part C of the Project for equipment estimated to cost the equivalent of $2,000,000 or more, the procedures set forth in paragraphs 2 and 4 of Appendix 1 to the Guidelines shall apply. When payments for such contract are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of the contract required to be furnished to the Association and the Bank pursuant to said paragraph 2 (d) shall be furnished to the Association and the Bank prior to the making of the first payment out of the Special Account in respect of such contract. (b) With respect to each contract not governed by the pre- ceding paragraph, the procedures set forth in paragraphs 3 and 4 of - 10 - Appendix 1 to the Guidelines shall apply. When payments for such contract are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of the contract together with the other information required to be furnished to the Association and the Bank pursuant to said paragraph 3 shall be furnished to the Association and the Bank as part of the evidence to be furnished pursuant to paragraph 4 of Schedule 4 to the Development Credit Agreement. (c) The provisions of the preceding subparagraph (b) shall not apply to contracts on account of which withdrawals from the Credit Account and the Loan Account are to be made on the basis of statements of expenditure. 3. The figure of 15% is hereby specified for purposes of paragraph 4 of Appendix 1 to the Guidelines. Section II: Employment of Consultants In order to assist Beijing in carrying out Part D of the Project, Beijing shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association and the Bank. Such consultants shall be selected in accordance with principles and procedures satisfactory to the Association and the Bank on the basis of the "Guidelines for the Use of Consultants by World Bank Borrowers and by The World Bank as Executing Agency" published by the Bank in August 1981. - 11 - SCHEDULE 2 Implementation Program A. General 1. Beijing shall maintain the Project Office, with competent staff in adequate numbers, and with functions and responsibilities acceptable to the Association and the Bank. 2. Beijing shall carry out the training under Part D.1 of the Project in accordance with a training program agreed with the Association and the Bank. 3. Beijing shall: (a) carry out the environmental management study and the hazardous waste study under Parts D.2(a) and (b) of the Project in accordance with terms of reference satisfactory to the Association and the Bank by December 31, 1994 and December 31, 1993, respectively; (b) upon completion, review the findings of each study with the Association and the Bank; and (c) thereafter, implement the recommendations of each study, acceptable to the Association and the Bank. 4. Beijing shall carry out resettlement of persons affected by the Project in a manner and according to a schedule satisfactory to the Association and the Bank. B. Waste Treatment and District Heating 1. Beijing shall: (a) by December 31, 1993, establish BSC as a state enterprise with financial and operating policies acceptable to the Association and the Bank; and (b) conclude a transfer and operation agreement with BSC providing for the transfer of assets to BSC and its rights and obligations, on terms and conditions satisfactory to the Association and the Bank, by June 30, 1993. 2. Beijing shall take all actions necessary to ensure that consumer connections to the district heating system under Part B of the Project shall be made in accordance with a time schedule agreed with the Association and the Bank. C. Financial Arrangements 1. (a) Beijing shall relend the proceeds of the Credit and the Loan allocated to Part B of the Project to BDHC under a subsidiary - 12 - loan agreement whose terms and conditions shall have been approved by the Association and the Bank, which shall include: (i) interest at the variable rate applicable from time to time under Section 2.05 (ii) of the Loan Agreement plus a spread of one and a half percent (1-1/2%) per annum; (ii) repayment by BHDC within fifteen years, including a period of five years of grace; and (iii) the foreign exchange risk between the dollar and Renminbi to be borne by BDHC. For purposes of determining the foreign exchange risk between the dollar and the Renminbi, the amounts onlent shall be denominated in dollars, with the principal amount onlent being the dollar equivalent of the amounts disbursed from the Credit Account and the Loan Account on account of such onlending, valued at the respective dates of withdrawal. (b) Beijing shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Association and the Bank and to accomplish the purposes of the Credit and the Loan, and except as the Association and the Bank shall otherwise agree, Beijing shall not assign, amend, abrogate or waive any provision of the Subsidiary Loan Agreement to affect the provisions of subparagraph (a) above. 2. Beijing shall cause BDHC, under the Subsidiary Loan Agreement, and BSC, under the Transfer and Operation Agreement, each to: (a) maintain procedures and records adequate to reflect in accordance with consistently maintained sound accounting practices its operations and financial condition; (b) have its records, 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 and the Bank; (c) furnish to the Association and the Bank as soon as available, but in any case not later than six months after the end of each such year, (i) certified copies of its financial statements for such year as so audited and (ii) the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested; and (d) furnish to the Association and the Bank such other information concerning said records, accounts and financial - 13 - statements as well as the audit thereof, as the Association and the Bank shall from time to time reasonably request. 3. Under the Subsidiary Loan Agreement, Beijing shall cause BDHC to meet the following financial requirements: (a) BDHC shall produce in each of its fiscal years after December 31, 1992, total revenues equivalent to not less than the sum of its: (A) total operating expenses; (B) increases in working capital other than cash; and (C) debt services requirements. (b) BDHC shall produce, for each of its fiscal years after its fiscal year ending on December 31, 1994, funds from internal sources equivalent to not less than 20% of the annual average of its capital expenditures incurred, or expected to be incurred, for that year, the previous fiscal year and the next following year. (c) Before September 30 in each of its fiscal years, BDHC shall, on the basis of forecasts prepared by BDHC and satisfactory to the Association and the Bank, review whether it would meet the requirements set forth in paragraph (b) in respect of such year and the next following fiscal year and shall furnish to the Association and the Bank a copy of such review upon its completion. (d) If any such review shows that BDHC would not meet the requirements set forth in paragraph (b) for its fiscal years Lovered by such review, BDHC shall take promptly all necessary measures (including, without limitation, adjustments of the structure or levels of its rates) in order to meet such requirements. (e) For the purposes of this Section: (i) The term "funds from internal sources" means the difference between: (A) the sum of revenues from all sources related to operations, consumer deposits and consumer contributions in aid of construction, net non-operating income and any reduction in working capital other than cash; and (B) the sum of all expenses related to operations, including administration, adequate maintenance and taxes and payments -14- in lieu of taxes (excluding provision for depreciation and other non-cash operating charges), debt service requirements, all cash dividends and other cash distributions of surplus, increase in working capital other than cash and other cash outflows other than capital expenditures. (ii) The term "net non-operating income" means the difference between: (A) revenues from all sources other than those related to operations; and (B) expenses, including taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above. (iii) The term "working capital other than cash" means the difference between current assets excluding cash and current liabilities at the end of each fiscal year. (iv) The term "current assets excluding cash" means all assets other than cash which could in the ordinary course of business be converted into cash within twelve months, including accounts receivable, marketable securities, inventories and pre-paid expenses properly chargeable to operating expenses within the next fiscal year. (v) The term "current liabilities" means all liabilities which will become due and payable or could under circumstances then existing be called for payment within twelve months, including accounts payable, customer advances, debt service requirements, taxes and payments in lieu of taxes, and dividends. (vi) The term "debt ,ervice requirements" means the aggregate amount of repayments (including sinking fund payments, if any) of, and interest and other charges on, debt. - 15 - (vii) The term "capital expenditures" means all expenditures on account of fixed assets, including interest charged to construction, related to operations. (viii) The term "total revenues" means the sum of total operating revenues and net non-operating income. (ix) The term "total operating revenues" means revenues from all sources related to operations. (x) The term "total operating expenses" means all expenses related to operations, including administration, adequate maintenance, taxes and payments in lieu of taxes, and provision of depreciation on a straight-line basis at a rate of not less than 3% per annum of the average current gross value of BDHC's fixed assets in operation, or other basis acceptable to the Association and the Bank, but excluding interest and other charges on debt. (xi) The average current gross value of BDHC's fixed assets in operation shall be calculated as one half of the sum of the gross value of BDHC's fixed assets in operation at the beginning and at the end of the fiscal year, as valued from time to time in accordance with sound and consistently maintained methods of valuation satisfactory to the Association and the Bank. (xii) Whenever for the purposes of this Section it shall be necessary to value, in terms of Renminbi debt payable in another currency, such valuation shall be made on the basis of the prevailing lawful rate of exchange at which such other currency is, at the time of such valuation, obtainable for the purposes of servicing such debt, or, in the absence of such rate, on the basis of a rate of exchange acceptable to the Association and the Bank. - 16 - SCHEDULE 3 Terms and Conditions of Subloans 1. (a) The financial terms and conditions of Subloans shall include: (i) interest on the principal amount withdrawn and outstanding from time to time, at the variable rate applicable from time to time under Section 2.05 (ii) of the Loan Agreement: (a) plus a spread of 1.5% per annum provided that the Industrial Enterprise bear all foreign exchange risks; or (b) plus a spread of 2.0% per annum with the Industrial Enterprise bearing the foreign exchange risk between the dollar and Renminbi. For purposes of determining the foreign exchange risk between the dollar and the Renminbi, the amounts onlent shall be denominated in dollars, with the principal amount onlent being the dollar equivalent of the amounts disbursed from the Credit Account and the Loan Account on account of such onlending, valued at the respective dates of withdrawal; and (ii) repayment periods for Subloans shall not exceed 10 years, including an appropriate period of grace of not more than three years. (b) Each Subloan shall not finance more than 70% of Subproject cost and shall not exceed, together with all other Subloans for such Subproject, the equivalent of $11,000,000. 2. Beijing shall prepare and furnish to the Association and the Bank for approval a Subproject proposal for each Subproject proposed to be financed under Part C of the Project. Subprojects shall be appraised and approved according to criteria acceptable to the Association and the Bank. 3. In order to assist in the appraisal and administration of Subprojects and Subloans under Part C of the Project, Beijing shall enter into a separate contract, each on terms and conditions satisfactory to the Association and the Bank, with: (a) China Investment Bank, providing for the financial and economic appraisal of Subprojects proposals and coordinating their technical - 17 - appraisals, and the administration of disbursement and repayment of funds under Subloans; and (b) Beijing Municipal Engineering Consulting Corporation, for the tcbnical appraisal of Subprojects. 4. Subloans shall finance only contracts for equipment and related installation costs for Subprojects. No expenditures for equipment required for a Subproject shall be eligible for financing out of the proceeds of the Credit or the Loan, unless the Subloan for such Subproject shall have been approved by the Association and the Bank and such expenditures shall have been made not earlier than ninety days prior to the date on which the Association and the Bank shall have received the Subproject proposal required under paragraph 2 above. 5. Beijing shall provide to the Association and the Bank the report of one annual audit of accounts and financial statements for each Industrial Enterprise within three years from the date of the relevant Subproject approval, audited by independent auditors acceptable to the Association and the Bank, in such form and in such detail as the Association and the Bank shall have reasonably requested. 6. Subloans shall be made on terms whereby Beijing shall obtain, by written contract with the Industrial Enterprise or by other appropriate legal means, rights adequate to protect the interests of the Association and the Bank and Beijing, including the right to: (a) require the Industrial Enterprise to carry out and operate the Subproject with due diligence and efficiency and in accordance with sound technical, financial and managerial standards and to maintain adequate records; (b) require that: (i) the goods and services to be financed out of the proceeds of the Credit and the Loan shall be procured in accordance with the provisions of Schedule 1 to this Agreement; and (ii) such goods and services shall be used exclusively in the carrying out of the Subproject; (c) inspect, by itself or jointly with representatives c! the Association and the Bank if the Association and the Bank shall so request, such goods and the sites, works, plants and construction included in the Subproject, the operation thereof, and any relevant records and documents; - 18 - (d) require that: (i) the Industrial Enterprise shall take out and maintain with responsible insurers such insurance, against such risks and in such amounts, as shall be consistent with sound business practice; and (ii) without any limitation upon the foregoing, such insurance shall cover hazards incident to the acquisition, transportation and delivery of goods financed out of the proceeds of the Credit and the Loan to the place of use or installation, any indemnity thereunder to be made payable in a currency freely usable by the Industrial Enterprise to replace or repair such goods; (e) obtain all such information as the Association and the Bank or Beijing shall, reasonably request relating to the foregoing and to the administration, operations and financial condition of the Industrial Enterprise and to the benefits to be derived from the Subproject; and (f) suspend or terminate the right of the Industrial Enterprise to the use of the proceeds of the Credit and the Loan upon failure by such Industrial Enterprise to perform its obligations under its contract with Beijing. 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 th- International Development Association. FOR SECRETARY