Niger - Agricultural Credit Project : Credit 0207 - Project Agreement - Conformed

CONFORMED COPY CREDIT NUMBER 207 NIR Project Agreement (Agricultural Credit Project) BETWEEN INTERNATIONAL DEVELOPMENT ASSOCIATION AND CAISSE NATIONALE DE CREDIT AGRICOLE AND UNION NIGERIENNE DE CREDIT ET DE COOPERATION DATED JUNE 29, 1970 CONFORMED COPY 0 CREDIT NUMBER 207 NIR Project Agreement (Agricultural Credit Project) BETWEEN INTERNATIONAL DEVELOPMENT ASSOCIATION AND CAISSE NATIONALE DE CREDIT AGRICOLE AND UNION NIGERIENNE DE CREDIT ET DE COOPERATION DATED JUNE 29, 1970 AGREEMENT, dated June 29, 1970 among INTERNA- TIONAL DEVELOPMENT AssocIATIoN (hereinafter called the Association), CAIssE NATIONALE DE CREDIT AGRICOLE (herein- after called CNCA) and UNION NIGERIENNE DE CREDIT ET DE COOPERATION (hereinafter called UNCC); WHEREAS by a development credit agreement of even date herewith between the Republic of Niger (hereinafter called the Borrower) and the Association, the Association has agreed to make available to the Borrower a develop- ment credit in various currencies equivalent to five hundred eighty-four thousand dollars ($584,000), on the terms and conditions set forth in such development credit agreement, but on condition inter alia that CNCA and UNCC agree to undertake certain obligations toward the Association as hereinafter provided; WHEREAS CNCA and UNCC, in consideration of the Association's entering into the above-mentioned develop- ment credit agreement with the Borrower, have 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 the Project Agreement, unless the context otherwise requires, the several terms defined in the development credit agreement of even date herewith between the Borrower and the Association and in the General Conditions Applicable to Development Credit Agreements of the Association dated January 31, 1969 as made applicable thereto shall have the respective meanings therein set forth. 4 ARTICLE II Particular Covenants of CNCA SECTION 2.01. (a) CNCA shall carry out Parts I and III of the Project described in Schedule 1 to the Development Credit Agreement with due diligence and efficiency and in conformity with sound administrative, agricultural and financial practices. (b) CNCA shall provide to the Project Coordinating Committee its full cooperation to ensure the coordination by such Committee of all aspects of the Project. (c) CNCA shall cause the proceeds of the Credit made available to it by the Borrower pursuant to Section 3.04 of the Development Credit Agreement to be applied in accordance with the provisions of the Development Credit Agreement and of the Project Agreement to expenditures under the Project included in any of the Categories I, II or IV of the allocation of the proceeds of the Credit re- ferred to in Section 2.02 of the Development Credit Agree- ment. SECTION 2.02. In carrying out Part I of the Project, CNCA shall: (a) make loans or credits to GMVs or to farmers in accordance with the credit policies set forth in Schedule 1 to this Agreement, or as shall be agreed upon among the Association, the Project Coordinating Committee and CNCA, and CNCA shall apply to such loans and credits the proceeds of the Credit made available to it by the Borrower pursuant to Section 3.04 (a) of the Development Credit Agreement; (b) pay out of the proceeds of each such loan or credit made to any GMV or farmer such amounts as are required to cover the reasonable cost of goods and services procured 5 by UNCC pursuant to Section 3.06 of this Agreement and. to be financed out of the proceeds of such loan or credit; and (c) exercise its rights in relation to each such loan or credit to any GMV or farmer in such manner as to protect the interests of the Borrower, the Association and CNCA, and, except as the Association and the Project Coordinating Committee shall otherwise agree, CNCA shall not take or concur in any action which would have the effect of amend- ing, abrogating, assigning or waiving any provision of the agreement between CNCA and such GMV or farmer relat- ing to such loan or credit. SECTION 2.03. (a) CNCA and the Association shall co- operate fully to assure that the purposes of the Credit will be accomplished. To that end, each of them shall furnish to the other all such information as it shall reasonably request. (b) CNCA and the Association shall from time to time, at the request of either one, exchange views through their representatives with regard to the performance by CNCA of its obligations under the Project Agreement, and the administration, operations and financial condition of CNCA. (c) CNCA shall promptly inform the Association of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Credit or the performance by CNCA of its obligations under the Project Agreement. SECTION 2.04. (a) CNCA shall carry on its operations and conduct its affairs in accordance with sound business, e.onomic and financial practices and under the supervision of competent and experienced management. (b) CNCA shall not take or concur in any action which would have the effect of materially amending, suspending, 6 abrogating or waiving any provision of its Statuts dated April 8, 1968, without the prior approval of the Association. (c) CNCA shall at all times take all such action as it is or shall be authorized to take, including revision of the interest rate or annual commission on its lending opera- tions, or both, as the case may be, which shall be necessary or appropriate to provide it with revenues sufficient: (i) to cover all of its operating expenses (including taxes, if any); (ii) to meet all interest and other charges due by it in respect of debts incurred by it; (iii) to maintain adequate reserves for bad and doubtful debts; and (iv) to maintain adequate general reserves. (d) Beginning not later than on July 1, 1974, CNCA shall provide such funds for short-term loan operations as are necessary in each year to ensure continued avail- ability and financing of seasonal inputs at a level which shall not be less than the average level of short-term loan operations for seasonal inputs over the period beginning on the date of the Development Credit Agreement and end- ing on June 30, 1974. SECTION 2.05. (a) CNCA shall maintain separate ac- counts for all of its loan or credit operations financed in whole or in part out of the proceeds of the Credit. (b) CNCA shall have its financial statements (balance sheet, statement of earnings and expenses and other re- lated statements) audited annually by one or more compe- tent and experienced auditors acceptable to the Association and shall, promptly after their preparation and not later than four months after the close of the fiscal year to which they apply, transmit to the Association certified copies of 7 such statements and a signed copy of the report of the auditor or auditors. SECTION 2.06. (a) To assist in carrying out Part III of the Project, CNCA shall employ a competent and expe- rienced banking expert acceptable to the Association, to such extent and upon such terms and conditions as shall have been approved by the Association. (b) Unless the Association shall otherwise agree, CNCA shall, subject to the provisions of Section 2.04(a) of this Agreement, appoint or cause to be appointed not later than July 1, 1973, a Directeur who shall be a national of Niger trained to that end by, or with the assistance of, the bank- ing expert referred to in paragraph (a) hereof. ARTICLE III Particular Covenants of UNCO SECTION 3.01. (a) UNCC shall carry out Part II of the Project described in Schedule 1 to the Development Credit Agreement with due diligence and efficiency and in con- formity with sound administrative, agricultural and finan- (ial practices. (b) UNCC shall provide to the Project Coordinating Committee its full cooperation to ensure the coordination by such Committee of all aspects of the Project. (c) UNCC shall cause the proceeds of the Credit made available to it by the Borrower pursuant to Section 3.05 of the Development Credit Agreement to be applied in accordance with the provisions of the Development Credit Agreement and of the Project Agreement to expenditures under the Project included in Category III of the allocation of the proceeds of the Credit referred to in Section 2.02 of the Development Credit Agreement. 8 SECTIoN 3.02. In carrying out Part II of the Project, UNCC shall employ additional extension personnel trained, or to be trained by UNCC, as cooperative extension agents or as field agents, in such number, and having such quali- fications, as shall be agreed among the Borrower, the Asso- ciation, the Project Coordinating Committee and UNCC. SECTION 3.03. (a) UNCC and the Association shall co- operate fully to assure that the purposes of the Credit will be accomplished. To that end, each of them shall furnish to the other all such information as it shall reasonably request. (b) UNCC and the Association shall from time to time, at the request of either one, exchange views through their representatives with regard to the performance by UNCC of its obligations under the Project Agreement, and the administration, operations and financial condition of UNCC. (c) UNCC shall promptly inform the Association of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Credit or the performance by UNCC of its obligations under the Project Agreement. SECTION 3.04. (a) UNCC shall carry on its operations and conduct its affairs in accordance with sound business, economic and financial practices and under the supervision of competent and experienced management. (b) UNCC shall not take or concur in any action which would have the effect of materially amending, suspending, abrogating or waiving any provision of its Statuts dated April 8, 1968, without the prior approval of the Association. (c) UNCC shall maintain records adequate to identify the goods and services financed out of the proceeds of the Credit, and to disclose the use thereof in the Project. 9 SECTION 3.05. (a) UNCC shall promptly furnish to CNCA all requests for loans or credits submitted by GMVs or farmers determined by UNCC to be eligible for financing under the Project, and UNCC shall provide to CNCA all such information relating thereto as CNCA shall reasonably request. (b) In respect of each such request to CNCA for a loan or credit, UNCC shall promptly furnish to CNCA the speci- fications, quantities and estimated cost of the goods and services eligible for financing under Part I of the Project which UNCC determines to be required by the GMV or farmer making such request. SECTION 3.06. (a) UNCC shall be responsible for cen- tralizing the procurement of all goods and services included in Categories I and II of the allocation of the proceeds of the Credit referred to in Section 2.02 of the Development Credit Agreement which UNCC shall have determined, pur- suant to Section 3.05 (b) of this Agreement, to be required by the GMVs or farmers who shall have been granted 1oans or credits by CNCA pursuant to Section 2.02 (a) (f this Agreement, and UNCC shall take all action necessary to procure such goods and services promptly as needed and in accordance with the provisions of Section 3.02 of the Development Credit Agreement and of Schedule 2 to this Agreement. (b) UNCC shall furnish to the Association and to CNCA, promptly upon their preparation, the specifications, con- tract documents and procurement schedules in respect of goods and services referred to in paragraph (a) hereof, and any material modifications subsequently made therein, in such detail as the Association and CNCA shall reason- ably request. (c) Except as the Association shall otherwise agree, UNCC shall insure or cause to be insured the imported 10 goods procured for any GMV or farmer pursuant to para- graph (a) hereof against marine, transit and other hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable by CNCA to replace or repair such goods. (d) Whenever UNCC shall have procured any goods or services for any GMV or farmer pursuant to paragraph (a) hereof, UNCC shall promptly submit to CNCA all invoices or statements of expenses relating thereto and received by UNCC, for payment by CNCA to the suppliers thereof, and UNCC shall not require CNCA, or any GMV or farmer, to make any payment to UNCC in respect of any such goods or services. SECTION 3.07. Upon completion of Part II of the Project, UNCC shall take all measures required to ensure that its extension services will continue to operate so as to meet the reasonable needs of cooperatives, and of cotton, ground- nut and rice farmers in Niger. ARTICLE IV Effective Date; Termination SECTION 4.01. (a) The Project Agreement shall come into force and effect on the Effective Date. (b) If the Development Credit Agreement terminates pursuant to Section 10.04 of the General Conditions, the Association shall promptly notify CNCA and UNCC of this event and, upon the giving of such notice, the Project Agreement and all obligations of the parties thereunder shall forthwith terminate. SECTIOx 4.02. The Project Agreement and all obligations of the parties thereunder shall terminate on the date on 11 which the Development Credit Agreement shall terminate in accordance with its terms or on a date twenty years after the date of the Development Credit Agreement, whichever shall be the earlier. ARTICLE V Miscellaneous Provisions SECTION 5.01. Any notice or request required or per- mitted to be given or made under the Project Agreement and any agreement between the parties contemplated by the Project Agreement shall be in writing. Such notice or re- quest 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 re- quired 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: Indevas Washington, D.C. For CNCA: Caisse Nationale de Credit Agricole B.P. 296 Niamey, Niger 12 Cable address: CNCA Niamey For UNCC: Union Nigerienne de Credit et de Cooperation B.P. 296 Niamey, Niger Cable address: UNCC Niamey SECTION 5.02. Any action required or permitted to be taken, and any documents required or permitted to be exe- cuted under the Project Agreement on behalf of CNCA or of UNCC may be taken or executed after consultation with the Borrower by such person or persons as CNCA or UNCC shall respectively designate by written notice to the Bor- rower and to the Association. SECTION 5.03. CNCA and UNCC shall furnish to the Association sufficient evidence of the authority of the per- son or persons who will, on behalf of CNCA and UNCC respectively, take any action or execute any documents required or permitted to be taken or executed by CNCA or by UNCC pursuant to any of the provisions of the Project Agreement, and the authenticated specimen signa- ture of each such person. SECTION 5.04. No delay in exercising, or omission to exercise, any right, power or remedy accruing to any party under the Project Agreement upon any default shall impair any such right, power or remedy or be construed to be a waiver thereof or an acquiescence in such default; nor 13 shall the action of such party in respect of any default, or any acquiescence in such default, affect or impair any right, power or remedy of such party in respect of any other or subsequent default. IN WITNESS WHEREOF the parties hereto, acting through their representatives thereunto duly authorized, have caused the Project Agreement to be signed in their respec- tive names and delivered in the District of Columbia, United States of America, as of the day and year first above written. INTERNATIONAL DEVELOPMENT AssocIATIoN By /s/ J. BURKE KNAPP Vice President CAISSE NATIONALE DE CREDIT AGRICOLE By /s/ GEORGES CONDAT Authorized Representative UNION NIGERIENNE DE CREDIT ET DE COOPERATION By /s/ GEORGES CONDAT Authorized Representative 14 SCHEDULE 1 Credit Policies of CNCA 1. Except as may be otherwise agreed among the Asso- ciation, the Project Coordinating Committee and CNCA, CNCA, in carrying out Part I of the Project, shall apply the following criteria in addition to requiring adequate security: (a) In respect of Part I(a) of the Project, CNCA shall provide medium-term loans to be repaid over a period of four years subject to a fixed commission charge of five percent (5%) per annum on the original amount of the loan or credit to GMVs or to farmers determined by UNCC to be eligible for financing under the Project pursuant to Section 3.05(a) of this Agreement. (b) In respect of Part I(b) of the Project, CNCA shall provide short-term loans to be repaid over a period of not more than one year subject to a fixed commission charge of six percent (6/o) per annum on the original amount of the loan or credit to GMVs or to farmers determined by UNCC to be eligible for financing under the Project pur- suant to Section 3.05(a) of this Agreement; provided, how- ever, that in respect of short-term loans for seeds, no interest shall be due but repayment over a period of not more than one year shall be equal to one hundred and fifty percent (150%) of the quantity of seeds received by such GMV or farmer. (c) CNCA shall require GTMVs or farmers receiving loans or credits under Part I(a) of the Project to con- tribute from their own resources a down payment equiva- lent to ten percent (10%) of the amount of each such loan or credit. (d) The terms and conditions of each loan or credit under part I of the Project shall be set out in an agreement between CNCA and the GMV or farmer receiving such loan or credit, and all such agreements shall be substan- 15 tially in the form of a model agreement agreed upon by the Association, the Project Coordinating Committee and CNCA. (e) CNCA shall from time to time review with the Asso- ciation and the Project Coordinating Committee, and may adjust in agreement with the Association and the Project Coordinating Committee: (i) the interest rates in respect of medium- and short-term loans, having due regard to the pro- visions of Section 2.04(c) of this Agreement; (ii) the repayment period in respect of iaedium- term loans; and (iii) the down-payment requirements in respect of medium-term loans, having due regard to the farmers' financial capabilities. 2. CNCA shall not provide loans or credits for social or relief operations except in a trustee capacity, with losses, if any, to be borne by the Borrower, and with adequate compensation of CNCA by the Borrower for any services rendered by CNCA in respect of all such loans or credits for social or relief operations. * 16 SCHEDULE 2 Procurement 1. With respect to goods and services included in Cate- gories I and II of the allocation of the proceeds of the Credit referred to in Section 2.02 of the Development Credit Agreement and required to be procured on the basis of international competitive bidding pursuant to Section 3.02 of the Development Credit Agreement, identical or similar items to be procured shall be grouped wherever practicable for the purposes of bidding and procurement, and such grouping of items shall be subject to the approval of the Association. 2. Items or groups of items expected to cost not more than the equivalent of twenty thousand dollars ($20,000) shall not be subject to international competitive bidding, and they sh9ll be procured in accordance with the Borrow- er's procedures applicable thereto on the date of the Devel- opment Credit Agreement. 3. With respect to items or groups of items expected to cost more than the equivalent of twenty thousand dollars ($20,000): (a) UNCC shall submit to the Association and to CNCA for approval the tender documents, forms of contracts and a description of the proposed tendering procedures. The timing between the calling of bids and bidding shall be not less than 30 days and the timing between the award of con- tract and delivery shall be not less than 45 days. (b) Before a contract is awarded, UNCC shall submit to the Association and to CNCA for approval, a summary of the bids received, a justification of the proposed award and any other document requested pursuant to Section 3.06 of this Agreement. In comparing bids, the following rules shall be observed: 17 (i) Bid prices offered in respect of goods produced outside the territory of the Borrower will con- sist exclusively of the following components: (A) the c.i.f. landed price of such goods; and (B) the handling and dealer's commission in respect of such goods. (ii) Bid prices offered in respect of goods produced or assembled within the territory of the Bor- rower will consist exclusively of the following components: (A) the ex-factory price of such goods, after deduction of taxes and duties levied on the importation into the territory of the Bor- rower of component parts of such goods, if any; and (B) the handling and dealer's commission in respect of such goods. 4. One conformed copy of any contract for the procure- ment of any of the goods or services referred to in para- graph 1 hereof shall be sent to the Association and to CNCA promptly upon its execution.