Conformed Copy - L3593 - Transport Project - NRA Project Agreement

Page 1 CONFORMED COPY LOAN NUMBER 3593 ROM NRA Project Agreement (Transport Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and NATIONAL ROADS ADMINISTRATION Dated April 30, 1993 LOAN NUMBER 3593 ROM NRA PROJECT AGREEMENT AGREEMENT, dated April 30, 1993, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank) and NATIONAL ROADS ADMINISTRATION (NRA). WHEREAS (A) by the Loan Agreement of even date herewith between Romania (the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to one hundred twenty million dollars ($120,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that NRA agree to undertake such obligations toward the Bank as are set forth in this Agreement; (B) by a subsidiary financing agreement to be entered into between the Borrower and NRA, the proceeds of the loan allocated from time to time to Category (1) of the table set forth in paragraph 1 of Schedule 1 to the Loan Agreement will be relent to NRA on the terms and conditions set forth in said subsidiary financing agreement; and WHEREAS NRA, in consideration of the Bank's entering into the Loan Agreement with the Borrower, has agreed to undertake the Page 2 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 Loan Agreement, the Preamble to this Agreement and the General Conditions (as so defined) have the respective meanings therein set forth, and the term "Management Plan" means the plan, agreed with the Bank, for the introduction by NRA of improved management practices, including for the use of equipment on the basis of a suitable charge back system and for the execution of road works under contract with independent contractors. ARTICLE II Execution of Part A of the Project Section 2.01. (a) NRA declares its commitment to the objectives of the Project as set forth in Schedule 2 to the Loan Agreement, and, to this end, shall carry out Part A of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and technical practices and in accordance with safety health and environmental standards satisfactory to the Bank, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for Part A of the Project. (b) Without limitation upon the provisions of paragraph (a) of this Section and except as the Bank and NRA shall otherwise agree, NRA shall carry out Part A of the Project in accordance with the Implementation Program set forth in the Schedule to this Agreement. Section 2.02. Except as the Bank shall otherwise agree, procurement of the goods, works and consultants' services required for Part A of the Project and to be financed out of the proceeds of the Loan shall be governed by the provisions of Schedule 4 to the Loan Agreement. Section 2.03. NRA shall carry out the obligations set forth in Sections 9.04, 9.05, 9.06, 9.07, 9.08 and 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of the NRA Project Agreement and Part A of the Project. Section 2.04. NRA shall duly perform all its obligations under the NRA Subsidiary Financing Agreement. Except as the Bank shall otherwise agree, NRA shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the NRA Subsidiary Financing Agreement or any provision thereof. Section 2.05. (a) NRA shall, at the request of the Bank, exchange views with the Bank with regard to the progress of Part A of the project, the performance of its obligations under this Agreement and under the NRA Subsidiary Financing Agreement, and other matters relating to the purposes of the Loan. (b) NRA shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of Part A of the Project, the accomplishment of the purposes of the Loan, or the performance by NRA of its obligations under this Agreement and under the NRA Subsidiary Financing Agreement. ARTICLE III Management and Operations of NRA Page 3 Section 3.01. (a) NRA shall carry on its operations and conduct its affairs in accordance with sound administrative, financial and technical practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. (b) Without limitation on the generality of paragraph (a) of this Section, NRA shall: (i) carry out the Management Plan with due diligence and efficiency; (ii) review with the Bank, by October 31 of each year, the progress achieved in the carrying out of the same; and (iii) within three months of each such review, update the same and, thereafter, implement all measures required to ensure the efficient carrying out thereof during the period after such review, taking into consideration the Bank's views on the matter. Section 3.02. NRA shall at all times operate and maintain its plant, machinery, equipment and other property, and from time to time, promptly as needed, make all necessary repairs and renewals thereof, all in accordance with sound engineering, financial and technical practices. Section 3.03. NRA shall take out and maintain with responsible insurers, or make other provision satisfactory to the Bank for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. ARTICLE IV Financial Covenants Section 4.01. (a) NRA shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) NRA shall: (i) 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 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, (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 Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning said records, accounts and financial statements as well as 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 NRA thereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms, and the Bank shall promptly notify NRA thereof. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation Page 4 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 Cable address: Telex: INTBAFRAD 248423 (RCA) Washington, D.C. 82987 (FTCC) 64145 (WUI) or 197688 (TRT) For NRA: National Roads Administration 38, Dinicu Golescu 77113 Bucharest, 1 Romania Telex: 10.835 D.G. DRUM R 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 NRA, may be taken or executed by its Director General or such other person or persons as said Director General shall designate in writing, and NRA 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 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 BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Michael Wiehen Acting Regional Vice President Europe and Central Asia Page 5 NATIONAL ROADS ADMINISTRATION By /s/ Vasile Puscas Authorized Representative SCHEDULE Implementation Program The provisions of this Schedule shall apply for the purposes of Section 2.01 (b) of this Agreement. 1. NRA shall maintain a project management unit with membership, staff and other resources and terms of reference satisfactory to the Borrower and the Bank. The said unit shall be responsible for the overall coordination and supervision of Project execution and the procurement of the goods and services therefor on NRA's behalf and on behalf of RAR and SNCFR in accordance with the arrangements referred to in Section 2.01 (b) of the RAR Project Agreement and the SNCFR Project Agreement, respectively. 2. NRA shall: (a) employ consultants, with qualifications and terms of reference satisfactory to the Bank, to assist in the carrying out of its activities under the Project; and (b) carry out the staff training under Part A (4) of the Project in accordance with programs and criteria for the selection of candidates thereunder satisfactory to the Bank.