Conformed Copy - C2736 - Institutional Capacity Building Project - Project Agreement

Page 1 CONFORMED COPY CREDIT NUMBER 2736 UG Project Agreement (Institutional Capacity Building Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS OF UGANDA Dated June 9, 1995 CREDIT NUMBER 2736 UG PROJECT AGREEMENT AGREEMENT, dated June 9, 1995, between INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association) and INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS OF UGANDA (ICPAU). WHEREAS by the Development Credit Agreement of even date herewith between the Republic of Uganda (the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to twenty five million Special Drawing Rights (SDR 25,000,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that ICPAU agree to undertake such obligations toward the Association as are set forth in this Agreement; WHEREAS ICPAU, in consideration of the Association's entering into the Development Credit Agreement with the Page 2 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 and in the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. ICPAU 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 Part D of the Project in accordance with the Implementation Manual, with due diligence and efficiency and in conformity with appropriate administrative, financial and accountancy practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for Part D of the Project. Section 2.02. Except as the Association shall otherwise agree, procurement of the goods and services required for Part D of the Project and 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. ICPAU 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 (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of the Project Agreement and Part D of the Project. Section 2.04. (a) ICPAU shall: (i) at the request of the Association, exchange views with the Association with regard to the progress of Part D of the project, the performance of its obligations under this Agreement and other matters relating to the purposes of the Credit; and (ii) prepare and furnish to the Association through the Project Steering Committee and the technical committee referred to in paragraphs 1 and 2 of Schedule 4 to the Development Credit Agreement, action plans and, with effect from the second year of Project implementation, annual work plans (including training plans) for the implementation of Part D of the Project, not later than the first day of April of each year. (b) ICPAU shall take all measures necessary to ensure: (i) that the first intake of students for the local professional accountancy examinations will commence by not later than September 1, 1996 and that the first examinations will be held by not later than June 1, 1997; and (ii) that the local accountancy standards are completed and published by not later than June 1, 1998. (c) ICPAU shall carry out a comprehensive review of Part D of the Project with the Borrower and the Association in conformity with the provisions of Section 3.04 of the Development Credit Agreement. (d) ICPAU shall promptly inform the Association of any condition which interferes or threatens to interfere with the progress of Part D of the Project, the accomplishment of the purposes of the Credit, or the performance by ICPAU of its obligations under this Agreement. Page 3 ARTICLE III Management and Operations of ICPAU Section 3.01. ICPAU shall carry on its operations and conduct its affairs in accordance with sound administrative, financial and accountancy practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. Section 3.02. ICPAU shall at all times operate and maintain its equipment and other property, and from time to time, promptly as needed, make all necessary repairs and renewals thereof, all in accordance with sound financial and administrative practices. Section 3.03. ICPAU shall take out and maintain with responsible insurers, or make other provision satisfactory to the Association for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. ARTICLE IV Financial Covenants Section 4.01. (a) ICPAU shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition and the implementation of Part D of the Project. (b) ICPAU 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 Association; (ii) furnish to the Association 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 (including a comprehensive financial and operational audit) as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning said records, accounts, operations and financial statements as well as 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 ICPAU thereunder shall terminate on the earlier of the following two dates: (i) the date on which the Development Credit Page 4 Agreement shall terminate in accordance with its terms; or (ii) the date ten years after the date of this Agreement. (b) If the Development Credit Agreement terminates in accordance with its terms before the date specified in paragraph (a) (ii) of this Section, the Association shall promptly notify ICPAU 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 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 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) For ICPAU: Institute of Certified Public Accountants of Uganda c/o Coopers and Lybrand Grindlays Bank Chambers 45 Kampala Road P.O. Box 882 Kampala, Uganda Telex: 973-61171 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 ICPAU may be taken or executed by the Secretary or such other person or persons as the Secretary shall designate in writing, and ICPAU shall furnish to the Association 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 Page 5 District of Columbia, United States of America, as of the day and year first above written. INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ Edward V.K. Jaycox Regional Vice President Africa INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS OF UGANDA By /s/ Ahmed Ssenyomo Authorized Representative