Senegal - Agricultural Research Project : Credit 1176 - Project Agreement - Conformed

CREDIT NUMBER 1176 SE Project Agreement (Agricultural Research Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and INSTITUT SENEGALAIS DE RECHERCHES AGRICOLES Dated , 1982 CREDIT NUMBER 1176 SE PROJECT AGREEMENT AGREEMENT, dated /) , 1982, between INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association) and INSTITUT SENEGALAIS DE RECHERCHES AGRICOLES (hereinafter called ISRA). WHEREAS by the Development Credit Agreement of even date herewith between the Republic of Senegal (hereinafter called the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equiva- lent to seventeen million Special Drawing Rights (SDR 17,000,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that ISRA agree to undertake such obligations toward the Association as are hereinafter set forth; and WHEREAS ISRA, in consideration of the Association's entering into the Development Credit Agreement with the Borrower, 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 the Development Credit Agreement and in the General Conditions (as so defined) have the respective meanings therein set forth, and the term "regional development agencies" means the Borrower's: Sociftf d'Amfnagement et d'Exploitation des Terres du Delta du Fleuve Sfnfgal; Socigt& pour le Dfveloppement de 1'Elevage de la Zone Sylvopastorale; Sociftf de Dfveloppement et de Vulgarisation Agricole; and Socigtf de Mise en Valeur Agricole de la Casamance. -2- ARTICLE II Execution of the Project Section 2.01. ISRA shall carry out the Project described in Schedule 2 to the Development Credit Agreement with due diligence and efficiency and in conformity with appropriate administrative, scientific, agricultural, engineering and finan- cial practices. Section 2.02. (a) ISRA shall employ or continue to employ and thereafter maintain in position at all times the following key staff, all with qualifications and experience satisfactory to the Associationo (i) at ISRA's headquarters, a managing director who shall act as Project manager with overall respon- sibility for the carrying out of the Project, a chief of the internal auditing and budgetary control unit, an administrative and financial director, an agent comptable particulier and a senior research planning and evaluation adviser as chief of thc monitoring and evaluation unit; (ii) for ISRA's Production Systems and Rural Technolog- ical Transfer Research Department, the head of the Department assisted by a senior agronomist acting as support research liaison officer coordinating the activities of the research teams for production systems and commodities, and a systems analysis specialist, a farming systems specialist, an animal production systems specialist, a systems sociolo- gist and a production systems economist constitut- ing a central systems analysis group; (iii) for ISRA's Commodity Research Department, the head of the Department assisted by a senior agronomist; and (iv) for ISRA's Support Services Department, the head of the Department, an architect/planner, a statis- tician/biometrist in charge of the data processing and statistics unit and a project coordinator. -3- (b) ISRA shall ensure that each of the staff mentioned in paragraph (a) of this Section is appointed for a period of at least three years. Section 2.03. ISRA shall employ the following consultants and scientists whose qualifications, experience and terms and condi- tions of employment shall be satisfactory to the Association: (a) four independent scientists of international repute in order to assist ISRA's Scientific and Technical Committee; (b) architectural consultants in order to assist the tech- nical support unit of ISRA's Support Services Department in the supervision of civil works under Part C of the Project; and (c) independent auditors in order to assist ISRA in the preparation of a proposal for a cost accounting system and to audit ISRA's accounts pursuant to Sections 3.04 and 4.02 of this Agreement and to assist the internal auditing and budgetary control unit at ISRA's headquarters. Section 2.04. For each of the research programs included in Part A (1) of the Project, ISRA shall: (a) employ and maintain in position a subject matter specia- list in agricultural extension with qualifications, experience and responsibilities satisfactory to the Association; and (b) enter into agreements, satisfactory to the Association, with the relevant regional development agencies for the secondment of each such specialist. Section 2.05. Within six months after the date of this Agreement or such later period as may be acceptable to the Association, ISRA shall establish at its headquarters the monitor- ing and evaluation unit referred to in Part B (1) (a) (i) of the Project with functions and responsibilities satisfactory to the Association. Section 2.06. Except as the Association may otherwise agree, procurement of the goods and civil works to be financed out of the proceeds of the Credit shall be governed by the provisions of the Schedule to this Agreement. -4- Section 2.07. Except as the Association may otherwise agree, ISRA shall cause all services financed out of the proceeds of the Credit made available to it by the Borrower to be used exclusively for the Project. Section 2.08. (a) ISRA shall furnish to the Association, promptly upon their preparation, the plans, specifications, reports, contract documents and work and procurement schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Association shall reasonably request. (b) ISRA shall: (i) maintain records and procedures adequate to record and monitor the progress of the Project (including its cost and the benefits to be derived from it), to identify the goods and services financed out of the proceeds of the Credit, and to disclose their use in the Project; (ii) enable the Associa- tion's accredited representatives to visit the facilities and construction sites included in the Project and to examine the goods financed out of the proceeds of the Credit and any relevant records and documents; and (iii) furnish to the Association at regular intervals all such information as the Association shall reasonably request concerning the Project, its cost and, where appropriate, the benefits to be derived from it, the expenditures of such proceeds and the goods and services financed out of such proceeds. (c) Without any limitation or restriction upon the general- ity of paragraphs (a) and (b) of this Section, ISRA shall, after consultation with the Association, introduce: (i) not later than June 30, 1982 or such later date as may be acceptable to the Association, a Project reporting system including quarterly progress reports and annual scientific reports; and (ii) not later than June 30, 1982 or such later date as may be acceptable to the Association, a Project monitoring and evaluation system. ISRA shall thereafter put said systems into effect on terms and condi- tions satisfactory to the Association. (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 acceptable to the Association, ISRA shall prepare and furnish to the Association a report of such scope and in such detail as the Association 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 -5- ISRA and the Association of their respective obligations under the Project Agreement and the accomplishment of the purposes of the Credit. (e) ISRA shall enable the Association's representatives to examine all plants, installations, sites, works, buildings, property and equipment of ISRA and any relevant records and documents. (f) Upon the award by ISRA of any contract for goods, works or services to be financed out of the proceeds of the Credit, the Association may publish a description thereof, the name and nationality of the party to whom the contract was awarded and the contract price. Section 2.09. (a) Not less than three months prior to the end of its fiscal year, ISRA shall exchange views with the Borrower and the Consultative Group on the progress of the Project, the performance of the Borrower's. obligations under the Development Credit Agreement, the performance of ISRA's obligations under the Project Agreement, the effectiveness of its reorganized structure and management, the impact of the Project on.agricultural develop- ment in Senegal and other matters relating to the purposes of the Credit, including its annual work programs and budgets-furnished by it to the Consultative Group pursuant to Section 3.03 (a) of this Agreement. (b) ISRA 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 ISRA of its obligations under this Agreement. ARTICLE TI Management and Operations of ISRA Section 3.01. ISRA shall take out and maintain with respon- sible insurers, or make other provisions satisfactory to the Associatipn for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section 3.02. In the event that its headquarters are trans- ferred, ISRA shall maintain the liaison office at Dakar referred to in Part B (1) (b) of the Project. -6- Section 3.03. (a) Each year, ISRA shall prepare a proposal for its annual work program and its draft budget which shall show a breakdown by research program, as well as proposed lists of all vehicles, equipment and research supplies to be acquired for the Project in the following year. (b) Not less than four months prior to the end of its fiscal year, ISRA shall furnish these proposals to its Scientific and Technical Committee and to the Consultative Group for exchange of views, and separately to the Association for its agreement. (c) Following such agreement, ISRA shall furnish such proposals to its Board of Directors for approval. Upon such approval, ISRA shall carry out the work program in accordance with the budget. (d) The first proposals to be prepared in accordance with paragraph (a) above shall pertain to the period July 1, 1982 to December 31, 1982 and shall be furnished to the Association for its agreement not later than April 30, 1982. Section 3.04. (a) ISRA shall prepare a proposal for a cost accounting system, suitable for its operations, and shall furnish that proposal to its Steering Committee and to the Consultative Group for exchange of views and separately to the Association for its agreement by April 30, 1982. (b) Following such agreement, ISRA shall furnish the propo- sal to its Board of Directors for approval. Upon such approval, ISRA shall start implementing the approved cost accounting system by July 1, 1982. Section 3.05. Not less than once per year, ISRA and its Scientific and Technical Committee shall review with the Consul- tative Group the staff training requirements of ISRA. ARTICLE IV Financial Covenants Section 4.01. ISRA shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. Section 4.02. (a) ISRA shall: (i) have its accounts and financial statements (balance sheets, statements of income and -7- expenses and related statements) and the Project Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors accept- able 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 as the Association shall have reasonably requested, including a statement as to whether the proceeds of the Credit have been used for their intended purpose; and (iii) furnish to the Association such other information concerning the accounts and financial statements of ISRA, the Project Account and the audit thereof as the Association shall from time to time reasonably request. (b) The first year audited in accordance with the provisions of paragraph (a) above shall be ISRA's fiscal year ending on June 30, 1981, and all copies and reports pertaining to such audit shall be furnished to the Association no later than April 15, 1982. 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 ISRA 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) a date twenty years after the date of this Agree- ment. (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 ISRA of this event. -8- Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under the Development 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 Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) For ISRA: Institut S6negalais de Recherches Agricoles B.P. 3120 Dakar, Snegal Cable address: Telex: CHERCHAGRI 3133 PLANCOOP SG Dakar -9- 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 ISRA may be taken or executed by the Directeur Gfnfral de l'ISRA or such other person or persons as such Directeur General shall designate in writing, and ISRA 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 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 By/7 ~ Regional Vice President Western Africa INSTITUT SENEGALAIS DE RECHERCHES AGRICOLES Byiv Authorized R7eesentativi - 10 - SCHEDULE Procurement A. International Competitive Bidding 1. Except as provided in Part B hereof, goods and civil works shall be procured under contracts awarded in accordance with procedures consistent with those set forth in the current edition of the "Guidelines for Procurement under World Bank Loans and IDA Credits" dated March 1977 (hereinafter called the Guidelines), on the basis of international competitive bidding as described in Part A of the Guidelines. 2. For goods and civil works to be procured on the basis of international competitive bidding, in addition to the requirements of paragraph 1.2 of the Guidelines, ISRA shall prepare and forward to the Association, as soon as possible, and in any event not later than 60 days prior to the date of availability to the public of the first tender documents relating thereto, as the case may be, a general procurement notice, in such form and detail and containing such information as the Association shall reasonably request; the Association will arrange for the publication of such notice in order to provide timely notification to prospective bidders of the opportunity to bid for the goods and civil works in question. ISRA shall provide the necessary information to update such notice annually so long as any goods and civil works remain to be pro- cured on the basis of international competitive bidding. 3. For the purpose of evaluation and comparison of bids for the supply of goods to be procured on the basis of international competitive bidding: (i) bidders shall be required to state in their bid the c.i.f. (port of entry) price for the imported goods, or the ex-factory price or off-the-shelf price of other goods, offered in such bid; (ii) customs duties and other import taxes levied in connection with the importation or the sales and similar taxes levied in connection with the sale or delivery, pursuant to the bid of the goods shall not be taken into account in the evaluation of the bids; and (iii) the cost of inland freight and other expenditures incidental to the delivery of goods to the place .of their use or installation shall be included. B. Other Procurement Procedures 1. Contracts for civil works estimated to cost less than the equivalent of $100,000 each may be awarded on the basis of the Borrower's local procurement procedures, provided, however, that, - 11 - unless the Association otherwise agrees, the cost of such con- tracts does not in the aggregate exceed $1,000,000. 2. Unless the Association otherwise agrees, contracts for the purchase of goods estimated to cost: (a) less than the equivalent of $30,000 each may be procured on the basis of solicitation of price quotations from at least three suppliers; and (b) between the equivalents of $30,000 and $100,000 each may be procured on the basis of competitive bidding, advertised in accordance with local procedures acceptable to the Association. C. Review of Procurement Decisions by the Association 1. With respect to all contracts for goods or civil works estimated to cost the equivalent of $100,000 or more: (a) Before bids are invited, ISRA shall furnish to the Association, for its comments, the text of the invitations to bid and the specifications and other bidding documents, together with a description of the advertising procedures to be followed for the bidding, and shall make such modifications in the said documents or procedures as the Association shall reasonably request. Any further modification to the bidding documents shall require the Association's concurrence before it is issued to the prospective bidders. (b) After bids have been received and evaluated, ISRA shall, before a final decision on the award is made,-inform the Association of the name of the bidder to which it intends to award the contract and shall furnish to the Association, in sufficient time for its review, a detailed report on the evalu- ation and comparison of the bids received, together with the recommendations for award and such other information as the Association shall reasonably request. The Association shall, if it determines that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform ISRA and state the reasons for such determination. (c) The terms and conditions of the contract shall not, without the Association's concurrence, materially differ from those on which bids were asked. (d) Two conformed copies of the contract shall be furnished to the Association promptly after its execution and prior to the submission to the Association of the first application for withdrawal of funds from the Credit Account in respect of such contract. - 12 - 2. With respect to each contract not governed by the preceding paragraph, ISRA shall furnish to the Association, promptly after its execution and prior to the submission to the Association of the first application for withdrawal of funds from the Credit Account, in respect of such contract, two conformed copies of such contract together with the analysis of the respective bids, recommendations for award and such other information as the Association shall reasonably request. The Association shall, if it determines that the award of the contract was not consistent with the Guidelines or this Schedule, promptly inform ISRA and state the reasons for such determination. 3. Before agreeing to any material modification or waiver of the terms and conditions of a contract, or granting an extension of the stipulated time for performance of such contract, or issuing any change order under such contract (except in cases of extreme urgency) which would increase the cost of the contract by more than 10% of the original price, ISRA shall inform the Asso(iation of the proposed modification, waiver, extension or change order and the reasons therefor. The Association, if it determines that the proposal would be inconsistent with the provisions of this Agreement, shall promptly inform ISRA and state the reasons for its determination. INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Development Association. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Association thereunto the 0 day of 198F SC T FOR SECRETARY