Tunisia - Third Urban Development Project : Loan 2223 - Project Agreement - Conformed

FF At. LOAN NUMBER 2223 TN Project Agreement (Third Urban Development Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and AGENCE POUR LA REHABILITATION ET LA RENOVATION URBAINE Dated 7efv , 1983 LOAN NUMBER 2223 TUN PROJECT AGREEMENT AGREEMENT, dated oIJ It , 1983, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (herein- after called the Bank) and AGENCE POUR LA REHABILITATION ET LA RENOVATION URBAINE (hereinafter called ARRU). WHEREAS by the Loan Agreement of even date herewith between Republic of Tunisia (hereinafter called the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to twenty-five million dollars ($25,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that ARRU agree to undertake such obligations toward the Bank as are hereinafter set forth; WHEREAS ARRU, in consideration of t:e Bank's entering into the Loan 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 Loan Agreement, the Preamble to thp* Agreement and the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. ARRU shall carr out Parts A (1) (a) - (f) and (2) (a), B (1) (a) - (d) and (2) (a), C (a) - (e), D (1) (a) - (e) and (2) (a), E (1) (a) - (g), (2) and (3), and F (1) of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and urban development practices. Section 2.02. In order to assist ARRU in carrying out its obligations under the Project, ARRU shall employ, by Septem- ber 30, 1983 or such later date as the Bank may agree, an -2- engineering expert and an urban planner whose selection, qualifi- cations, experience and terms and conditions of employment shall be satisfactory to the Bank in accordance with the principles and procedures described in the "Guidelines for the Use of Consul- tants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981. Section 2.03. In order to enable ARRU to carry out its obligations with regard to the execution of this Project, and in order to facilitate the coordination of all acts of implementa- tion with respect thereto, ARRU shall enter into the Conventions referred to in Section 3.03 (a) (i), (ii) and (iii) of the Loan Agreement. Section 2.04. Without limitation or restriction upon any of its obligations under this Agreement, ARRU shall take or cause to be taken all such action as shall be necessary to acquire all such land and rights in respect of land as shall be required for the execution of the Project, including, without limitation, the land to be expropriated or otherwise acquired for the execution of Part A (2), Part B (2) and Part D (2) of the Project, and shall furnish, or cause to be furnished to the Bank, promptly after each acquisition, evidence satisfactory to the Bank that such land and rights in respect of land are available for the Project. Section 2.05. Except as the Bank shall otherwise agree, pro- curement by ARRU of the works required for the Project and to be financed out of the proceeds of the Loan shall be governed by Schedule 4 to the Loan Agreement. Section 2.06. (a) ARRU shall furnish to the Bank, promptly upon their preparation, the plans, specifications, reports, contract documents and work schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. (b) ARRU shall: (i) maintain records and procedures ade- quate to record and monitor the progress of the Project (includ- ing its cost and the benefits to be derived from it), to identify the works and services financed out of the proceeds of the Loan, and to disclose their use in the Project; (ti) enable the Bank's representatives to visit the facilities and construction sites included in the Project and to examine the works financed out of the proceeds of the Loan and any relevant records and documents; -3- and (iii) furnish to the Bank at regular intervals all such information as the Bank shall reasonably request concerning the Project, its cost and, where appropriate, the benefits to be derived therefrom, the expenditure of the proceeds of the Loan and the works and services financed out of such proceeds. (c) Upon the award by ARRU of any contract for works or services to be financed out of the proceeds of the Loan, the Bank may publish a description thereof, the name and nationality of the party to whom the contract was awarded and the contract price. (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 ARRU and the Bank, ARRU shall prepare and furnish to the Bank a report, of such scope and in such detail as the Bank 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 the Borrower, ARRU and the Bank of their respective obligations under the Loan Agreement and the ARRU Project Agreement and the accomplishment of the purposes of the Loan. (e) ARRU shall enable the Bank's representatives to examine all installations, sites, works, buildings, property and equip- ment of ARRU and any relevant records and documents. Section 2.07. (a) ARRU shall, at the request of the Bank, exchange views with the Bank with regard to the progress of the Project, the performance of its obligations under this Agreement, and other matters relating to the purposes of the Loan. (b) ARRU shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the purposes of the Loan, or the performance by ARRU of its obligations under this Agreement. Section 2.08. ARRU shall participate in the selection of Beneficiaries and charge prices for land acquired and developed in accordance with the provisions of the Annex to Schedule 2 of the Loan Agreement. 4- Section 2.09. ARRU shall make all necessary arrangements for the adequate compensation of any occupants of Sites whose proper- ty is demolished as a result of the carrying out of Part A, B, C, D and E of the Project. All such displaced persons shall be eli- gible to become Beneficiaries in accordance with the provisions of the Annex to Schedule 2 of the Loan Agreement. ARTICLE III Management and Operations of ARRU Section 3.01. ARRU shall carry on its operations and conduct its affairs in accordance with sound administrative, financial, urban development and supervision practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. ARTICLE IV Financial Covenants Section 4.01. ARRU shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition, including, without limitation to the foregoing, separate Project accounts reflecting its operations, resources and expenditures in respect of the Project. Section 4.02. ARRU shall: (i) 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 Bank; (ii) furnish to the Bank 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 Bank shall have reasonably requested, including, without limitation to the foregoing, a separate opinion by said auditors on the Project accounts referred to in Section 4.01 of this Agreement; and (iii) furnish to the Bank such other information concerning said accounts, financial statements, records and expenditures and the audit thereof, as the Bank shall from time to time request. -5- 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 Loan Agreement becomes effective. Section 5.02. This Agreement and all obligations of the Bank and of ARRU hereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms, and the Bank shall promptly notify ARRU thereof. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancella- tion 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 to 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 addre&s 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 Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) -6- For ARRU: Agence pour la Rehabilitation et la Renovation Urbaine 9 Avenue Hedi Chaker Tunis Tunisia 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 ARRU may be taken or executed by its Pre- sident Director General or such other person or persons as the President Director General shall designate in writing, and ARRU shall furnish to the Bank 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 BANK FOR RECONSTRUCTION AND DEVELOPMENT Regional Vice President Europe, Middle East and North Africa AGENCE POUR LA REHABILITATION ET LA RENOVATION URBAINE By R 1entat Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Bank for Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this // day of Ae, 198&-L. FOR SECRETARY