Conformed Copy - C2723 - Community Nutrition Project - Project Agreement

Page 1 CONFORMED COPY CREDIT NUMBER 2723 SE Project Agreement (Community Nutrition Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and AGENCE D'EXECUTION DES TRAVAUX D'INTERET PUBLIC CONTRE LE SOUS-EMPLOI Dated May 26, 1995 CREDIT NUMBER 2723 SE PROJECT AGREEMENT AGREEMENT, dated May 26, 1995, between INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association) and AGENCE D'EXECUTION DES TRAVAUX D'INTERET PUBLIC CONTRE LE SOUS-EMPLOI (AGETIP). WHEREAS (A) by the Development Credit Agreement, of even date herewith, between Republic of Senegal (the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to eleven million seven hundred thousand Special Drawing Rights (SDR 11,700,000) on the terms and conditions set forth in the Development Credit Agreement, but only on condition that AGETIP agree to undertake such obligations toward the Association, as are set forth in this Agreement; (B) by a Convention entered into between the Borrower and AGETIP, AGETIP has agreed to carry out the Project on the terms and conditions set forth in said Convention; and WHEREAS AGETIP, in consideration of the Association's entering into the Development Credit 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 Page 2 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. AGETIP 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 technical practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the Project. Section 2.02. Except as the Association 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 shall be governed by the provisions of Schedule 1 to this Agreement. Section 2.03. AGETIP 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. Section 2.04. (a) AGETIP shall duly perform all its obligations under the Convention. Except as the Association shall otherwise agree, AGETIP shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Convention or any provision thereof. (b) Without limitation to paragraph (a) above, AGETIP shall exercise its rights in relation to each Sub-Project in such manner as to protect the interests of the Borrower, the Association and AGETIP and comply with its obligations under this Agreement and the Convention. Section 2.05. (a) AGETIP shall, at the request of the Association, exchange views with the Association with regard to the progress of the Project, the performance of its obligations under this Agreement, the Convention and other matters relating to the purposes of the Credit. (b) AGETIP shall promptly inform the Association of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the purposes of the Credit, or the performance by AGETIP of its obligations under this Agreement and the Convention. (c) Without prejudice to the generality of the foregoing, AGETIP shall participate fully in the midterm review referred to in paragraph 1 of Schedule 3 to the Development Credit Agreement and, to this end, shall: (a) furnish to the Borrower and the Association such reports as may be required for that purpose, and in such detail as the Borrower or the Association shall reasonably request, on the progress and status of the Project; and (b) following each such review promptly take, or assist the Borrower in taking, any corrective action deemed necessary to remedy any shortcoming noted in the implementation of the Project, or to implement, or assist the Borrower in implementing, such other measures as may have been agreed upon between the parties in furtherance of the objectives of the Project. Section 2.06. (a) AGETIP shall carry out, on a semi-annual Page 3 basis, a management audit of the Project. The said audit shall make detailed assessment of the compliance of the rules and procedures specified in the Procedures Manual by the different entities associated with the implementation of the Project. (b) AGETIP shall carry out, on an annual basis, a technical audit of the Project. The said audit shall focus on the quality of services rendered by the Project, the quality of supervision by NMD, and the relation between AGETIP and the different entities associated with the implementation of the Project at the national, district and local level. (c) AGETIP shall, not later than three months after the end of each annual or semi-annual period referred to in (a) and (b) above, as the case may be, furnish to the Association, the reports of said management or technical audit, as the case may be, in such detail as the Association shall reasonably request. Section 2.07. Without limitation to the provisions of Section 9.02 of the General Conditions and, except as the Association may otherwise agree, AGETIP shall submit quarterly reports on the progress of the Project to the Association, giving details of the progress of Sub-Projects, training program and studies, and the status of financial and procurement performance under the Project. Section 2.08. AGETIP shall, not later than one month after the Effective Date, take all necessary measures to correct the findings of the pilot phase of the Project and implement the agreed actions reflected in the evaluation report. Section 2.09. AGETIP shall, not later than July 1, 1995, prepare and submit to the Association, for review and comment, a training program for entrepreneurs and supervisors and an IEC program for beneficiaries under Part E of the Project. The said program shall have been reviewed by the National Commission. Section 2.10. AGETIP shall, not later than July 1, 1995, submit to the Association: (i) a roster of pre-qualified small and micro-entrepreneurs and supervisors; (ii) the terms of reference for base-line and impact evaluation studies on measuring the impact of the Project; (iii) a supervision guide, with terms and conditions acceptable to the Association, to be used by the supervisors in the course of the management of CNCs; and (iv) a list of monitoring indicators for the Project satisfactory to the Association. Section 2.11. AGETIP shall appoint the following key staff for NMD, with terms of reference and qualifications specified in the Procedures Manual: (i) a Divisional Director; (ii) one nutrition specialist; (iii) one health specialist; (iv) one water specialist; (v) one IEC/social mobilization expert; (vi) one accountant; (vii) one training specialist; and (viii) one monitoring and evaluation specialist. AGETIP shall inform the Association prior to the removal, replacement or transfer of the Divisional Director referred to in (i) above. ARTICLE III Management and Operations of AGETIP Section 3.01. (a) AGETIP shall carry on its operations and conduct its affairs in accordance with sound administrative, financial and technical practices, and under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. (b) AGETIP shall ensure that the position of Director General of AGETIP shall be kept filled at all times by a person with qualifications and experience satisfactory to the Association. Page 4 Section 3.02. AGETIP 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 technical practices. Section 3.03. AGETIP 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) AGETIP shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) AGETIP shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including those for the Special Account and the AGETIP Account, audited on a semi-annual basis, 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 three months after the end of each semiannual audit period: (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 Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning said records, accounts 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 AGETIP thereunder shall terminate on the earlier of the following two dates: (i) the date on which the Development Credit Agreement shall terminate in accordance with its terms; or (ii) the date fifteen 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 AGETIP of this event. Section 5.03. All the provisions of this Agreement shall Page 5 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 AGETIP: Agence d'Execution des Travaux d'Interet Public Contre le Sous-Emploi Bd. Djily Mbaye & Berenger Ferraud B.P. 143, Dakar Senegal Facsimile: 21 04 78 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 AGETIP, or by AGETIP on behalf of the Borrower under the Development Credit Agreement, may be taken or executed by the Director General of AGETIP, or such other person or persons as the Director General shall designate in writing, and AGETIP 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 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 Page 6 AGENCE D'EXECUTION DES TRAVAUX D'INTERET PUBLIC CONTRE LE SOUS-EMPLOI By /s/ Mamadou Mansour Seck Authorized Representative SCHEDULE 1 Procurement and Consultants' Services Section I. Procurement of Goods Part A: General Goods shall be procured in accordance with the provisions of Section I of the "Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in January 1995 (the Guidelines) and the following provisions of this Section, as applicable. Part B: International Competitive Bidding 1. Except as otherwise provided in Part C of this Section, goods shall be procured under contracts awarded in accordance with the provisions of Section II of the Guidelines and paragraph 5 of Appendix 1 thereto. 2. The following provisions shall apply to goods to be procured under contracts awarded in accordance with the provisions of paragraph 1 of this Part B. (a) Grouping of contracts To the extent practicable, contracts for goods shall be grouped in bid packages estimated to cost $200,000 equivalent or more each. (b) Preference for domestically manufactured goods The provisions of paragraphs 2.54 and 2.55 of the Guidelines and Appendix 2 thereto shall apply to goods manufactured in the territory of the Borrower. Part C: Other Procurement Procedures 1. National Competitive Bidding Goods estimated to cost $200,000 equivalent or less per contract and $300,000 equivalent or less in the aggregate, may be procured under contracts awarded in accordance with the provisions of paragraphs 3.3 and 3.4 of the Guidelines. 2. National Shopping Vehicles, small office items, office supplies, estimated to cost $30,000 equivalent or less per contract and $100,000 equivalent or less in the aggregate, may be procured under contracts awarded on the basis of national shopping procedures in accordance with the provisions of paragraphs 3.5 and 3.6 of the Guidelines. Part D: Review by the Bank of Procurement Decisions 1. Procurement Planning Page 7 Prior to the issuance of any invitations to prequalify for bidding or to bid for contracts, the proposed procurement plan for the Project shall be furnished to the Bank for its review and approval, in accordance with the provisions of paragraph 1 of Appendix 1 to the Guidelines. Procurement of all goods and works shall be undertaken in accordance with such procurement plan as shall have been approved by the Bank, and with the provisions of said paragraph 1. 2. Prior Review With respect to each contract for goods estimated to cost the equivalent of $200,000 or more, the procedures set forth in paragraphs 2 and 3 of Appendix 1 to the Guidelines shall apply. 3. Post Review With respect to each contract not governed by paragraph 2 of this Part, the procedures set forth in paragraph 4 of Appendix 1 to the Guidelines shall apply. Section II. Employment of Consultants 1. Consultants' services shall be procured under contracts awarded in accordance with the provisions 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 (the Consultant Guidelines). For complex, time-based assignments, such contracts shall be based on the standard form of contract for consultants' services issued by the Bank, with such modifications thereto as shall have been agreed by the Bank. Where no relevant standard contract documents have been issued by the Bank, other standard forms acceptable to the Bank shall be used. 2. Notwithstanding the provisions of paragraph 1 of this Section, the provisions of the Consultant Guidelines requiring prior Bank review or approval of budgets, short lists, selection procedures, letters of invitation, proposals, evaluation reports and contracts, shall not apply to: (a) contracts for the employment of consulting firms estimated to cost less than $100,000 equivalent each; or (b) contracts for the employment of individual consultants estimated to cost less than $50,000 equivalent each. However, said exceptions to prior Bank review shall not apply to: (a) the terms of reference for such contracts; (b) single-source selection of consulting firms; (c) assignments of a critical nature, as reasonably determined by the Bank; (d) amendments to contracts for the employment of consulting firms raising the contract value to $100,000 equivalent or above; or (e) amendments to contracts for the employment of individual consultants raising the contract value to $50,000 equivalent or above.