Mauritania - Sonader Technical Assistance Project : Credit 0694 - Credit Agreement - Conformed

OICIALNT 7SPECIAL ACTION CREDIT NUMBER 47 MAU Project Agreement (SONADER Technical Assistance Project) between INTERNATIONAL DEVELOPMEINT ASSOCIATION as ADMINISTRATOR of the SPECIAL ACTION ACCOUNT established with funds contributed by the MEMBER STATES of the EUROPEAN ECONOMIC COMMUNITY and SOCIETE NATIONALE POUR LE DEVELOPPEMENT RURAL Dated , 1980 SPECIAL ACTION CREDIT NUMBER 47 MAU PROJECT AGREEMENT AGREEMENT, dated P-J"ax (4 , 1980, between INTERNATIONAL DEVELOPMENT ASSOCIATION as ADMINISTRATOR of the Special Action Account established with funds contributed by the MEMBER STATES of the EUROPEAN ECONOMIC COMMUNITY (hereinafter called the Administrator) and SOCIETE NATIONALE POUR LE DEVE- LOPPEMENT RURAL (nereinafter called SONADER). WHEREAS by the Development Credit Agreement dated April 8, 1977 between Islamic Republic of Mauritania (hereinafter called the Borrower) and the International Development Association (hereinafter called the Association), the Association has agreed to make available to the Borrower an amount in various currencies equivalent to three million five hundred thousand dollars ($3,500,000), on the terms and conditions set forth in the Devel- opment Credit Agreement. WHEREAS by the Special Action Credit Agreement of even date herewith (hereinafter called the Special Action Credit Agreement) between the Borrower and the Administrator, the Administrator has agreed to make to the Borrower a Special Action Credit (herein- after called the Special Action Credit) on the terms and condi- tions set forth in the Special Action Credit Agreement, but only on condition that SONADER agree to undertake such obligations towards the Administrator as are hereinafter set forth; WHEREAS by a subsidiary loan agreement to be entered into between the Borrower and SONADER, the proceeds of the Special Action Credit will be made available to SONADER on the terms and conditions therein set forth; and WHEREAS SONADER, in consideration of the Administrator's entering into the Special Action Credit Agreement with the Bor- rower, has 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 this Agreement, unless the context shall otherwise require, the several terms defined in -2- the Preamble to this 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. SONADER shall carry out the Project described in Schedule 2 to the Special Action Credit Agreement with due diligence and efficiency and in conformity with appropriate administrative, financial and engineering practices. Section 2.02. In order to assist SONADER in carrying out the Project, SONADER shall employ consultants whose qualifica- tions, experience and terms and conditions of employment shall be satisfactory to the Administrator and SONADER. Section 2.03. (a) Except as the Administrator shall otherwise agree, procurement of the goods required for the Project and to be financed out of the proceeds of the Special Action Credit shall be made following competitive bidding through local advertisement in accordance with the Borrower's procedures as they apply to SONADER, such procedures to be satisfactory to the Administrator. (b) Notwithstanding the provisions of paragraph (a) of this Section, such goods estimated to cost less than $10,000 equivalent may be procured following local shopping, provided that the aggregate amount of goods so procured shall not exceed $50,000 equivalent. Section 2.04. (a) SONADER undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Special Action Credit relent to it by the Borrower against hazards incident to the acquisition, transportation and delivery thereof to the place of use or instal- lation, and for such insurance any indemnity shall be payable in a currency freely usable by SONADER'to replace or repair such goods. (b) Except as the Administrator may otherwise agree, SONADER shall cause all goods and services financed out of the proceeds of the Special Action Credit relent to it by the Borrower to be used exclusively for the Project. -3- Section 2.05. (a) Arrangements and procedures f or selecting services and goods and directing their use under the Project, supervising and directing the work of the consultants and for modifying, as necessary, the consultants' terms of reference or other terms and conditions of their employment shall be satis- factory to the Administrator and SONADER. (b) SONADER shall take all reasonable measures to facilitate the work of the consultants in the performance of their services for the Project and make available to them all information rele- vant to the Project. (c) SONADER shall not amend or waive any of the terms and conditions of employment of consultants employed for any part of the Project, or grant any material extension of time or any approval of contracts or modifications thereof, or agree to substitution of personnel of such consultants, without prior agreement between SONADER and the Administrator. SONADER shall promptly inform the Administrator if it proposes to suspend payments under, or terminate any contract with, such consultants. (d) By July 31, 1980 or such later date as the Administrator and SONADER shall agree, SONADER shall furnish to the Adminis- trator for its approval a comprehensive plan for training and scholarships provided under Part C of the Project. Section 2.06. (a) SONADER shall promptly furnish to the Administrator copies of the reports and documents prepared by the consultants employed for the Project, in such detail as the Administrator shall reasonably request. (b) SONADER and the Administrator shall from time to time exchange views with respect to the evaluation and implementation of the recommendations and other conclusions contained in the documents referred to in the foregoing paragraph (a). (c) SONADER: (i) shall maintain records and procedures adequate to record and monitor the progress of the Project (including -its cost and, where appropriate, the benefits to be derived from it), to identify the goods and services financed out of the proceeds of the Special Action Credit, and to disclose their use in the Project; (ii) shall enable the Administrator's accredited representatives to visit the facilities included in the Project and to examine the goods financed out of the proceeds of the Special Action Credit and any relevant records and documents; 4- and (iii) shall furnish to the Administrator at regular intervals all such information as the Administrator shall reasonably request concerning the Project, its cost and, where appropriate, the benefits to be derived from it, the expenditure of the proceeds of the Special Action Credit and the goods and services financed out of such proceeds. (d) Promptly after completion of the Project, but in any event not later than six months after the Closing Date or such later date as may be agreed for this purpose between SONADER and the Administrator, SONADER shall prepare and furnish to the Administrator a report, of such scope and in such detail as the Administrator shall reasonably request, on the execution and initial operation of the Project, its cost and the benefits derived and to be derived from it, the performance by SONADER and the Administrator of their respective obligations under the Project Agreement and the accomplishment of the purposes of the Special Action Credit. (e) SONADER shall enable the Administrator's accredited representatives to examine all plants, installations, sites, works, buildings, property and equipment of SONADER and any relevant records and documents. Section 2.07. SONADER shall duly perform all its obligations under the Subsidiary Loan Agreement. Except as the Administrator shall otherwise agree, SONADER shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Subsidiary Loan Agreement or any provi- sion thereof. Section 2.08. (a) SONADER shall at the request of the Administrator, exchange views with the Administrator with regard to the progress of the Project, the performance of its obligations under this Agreement and under the Subsidiary Loan Agreement, and other matters relating to the purposes of the Special Action Credit. (b) SONADER shall promptly inform the Administrator of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the purposes of the Special Action Credit, or the performance by SONADER of its obligations under this Agreement and under the Subsidiary Loan Agreement. -5- ARTICLE III Management and Operations of SONADER Section 3.01. SONADER shall at all times manage its affairs, plan its development and maintain its financial position in accordance with appropriate administrative, financial, agricul- tural and engineering practices under the supervision of experi- enced and competent management. Section 3.02. SONADER shall take out and maintain with responsible insurers, or make other provisions satisfactory to the Administrator for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. ARTICLE IV Financial Covenants Section 4.01. SONADER shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. Section 4.02. SONADER shall: (a) have its 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 Administrator; (b) furnish to the Administrator 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 Administrator shall have reasonably requested; and (c) furnish to the Administrator such other information concerning such accounts and financial state- ments and the audit thereof as the Administrator 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 Special Action Credit Agreement becomes effective. -6- Section 5.02. (a) This Agreement and all obligations of the Administrator and of SONADER thereunder shall terminate on the earlier of the following two dates: (i) the date on which the Special Action Credit Agreement shall have terminated in accordance with its respective terms; or (ii) a date 25 years after the date of this Agreement. (b) If the Special Action Credit Agreement terminates in accordance with its terms before the date specified in paragraph (a) (ii) of this Section, the Administrator shall promptly notify SONADER of this event. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspersion under the Special Action Credit Agreement. 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 herein- after 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 Administrator: Administrator of the Special Action Account (International Development Association) 1818 H Street, N.W. Washington, D.C. 20433 United States of America -7- Cable address: Telex: INDEVAS 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) For SONADER: Sociftg Nationale pour le Dfveloppement Rural B. P. 321 Nouakchott Islamic Republic of Mauritania Telex: 807 MTN 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 SONADER may be taken or executed by its Director or such other person or persons as he shall designate in writing, and SONADER shall furnish to the Administrator suffi- cient 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 col- lectively but one instrument. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, 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 as ADMINISTRATOR of the SPECIAL ACTION ACCOUNT established with funds contributed by the MEMBER STATES of the EUROPEAN ECONOMIC COMMUNITY By Regional Vice President Western Africa SOCIETE NATIONALE POUR LE DEVELOPPEMENT RURAL ) /~ ~ K L i-6ccOLA- By Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Developmeni Association. In witness whereof I have signed this Certifi- cate and affixec) the Seal of the Association thereunto the 4 day of Tvwatu 1980Q. FOR SECRETARY