Senegal - Irrigation Technical Assistance Project : Credit 1632 - Project Agreement - Conformed

CREDIT NUMBER 1632 SE OFFICIAL COCUMENTS Project Agreement (Irrigation Technical Assistance Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and SOCIETE NATIONALE D'AMENAGEMENT ET D'EXPLOITATION DES TERRES DU DELTA DU FLEUVE SENEGAL ET DES VALLEES DU FLEUVE SENEGAL ET DE LA FALEME Dated aA w , 1989 CREDIT NUMBER 1632 SE PROJECT AGREEMENT AGREEMENT, dated tA-.4- , 1986, between INTERNATIONAL DEVELOPMENT ASSOCIA ION (the Association) and SOCIETE NATIONALE DIAMENAGEMENT ET D'EXPLOITATION DES TERRES DU DELTA DU FLEUVE SENEGAL ET DES VALLEES DU FLEUVE SENEGAL ET DE LA FALEME (SAED) WHEREAS 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 four million seven hundred thousand Special Drawing Rights (SDR 4,700,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that SAED agree to undertake such obligations toward the Association as are set forth in this Agreement; "HEREAS the Borrower has agreed to make the proceeds of the Credit allocated from time to time to Categories (1) through (3) available to SAED, as a grant; WHEREAS SAED, 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 Section 1.01. Unless the context otherwise requires, the several terms defined in the Development Credit Agreement, 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. (a) SAED 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 - 2 - the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and agri- cultural practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without limitation or restriction upon the generality of the provisions of paragraph (a) above with regard to the provision of funds, SAED shall open and thereafter maintain in the Borrower's currency an account (the Revolving Fund) in a commercial Bank on terms and conditions satisfactory to the Association. (c) Amounts deposited in the Revolving Fund pursuant to Section 3.01 (b) of the Credit Agreement shall be used only to make payments to meet local expenditurea made or to be made in respect of the reasonable cost of goods and services 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. SAED 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) SAED 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, and other matters relating to the purposes of the Credit. (b) SAED 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 SAED of its obligations under this Agreement. -3- ARTICLE III Management and Operations of SAED Section 3.01. SAED shall carry on its operations and conduct its affairs in accordance with sound administrative, financial, and agricultural practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. Section 3.02. SAED shall at all times operate and maintain its plant, machinery, equipment and other property, and from time to time, promptly as needed, make all necessary repairs and renewals thereof, all in accordance with sound engineering, financial and agricultural practices. Section 3.03. SAED shall take out and maintain with respon- sible 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) SAED shall maintain recorcs and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) SAED shall: (i) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements) and the Special Account audited, each fiscal year, 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 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; and (iii) furnish to the Association such other information concerning said accounts and financial statements as well as the audit thereof and said records, as the Association shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals are requested from the Credit Account on the basis of statements of expenditure, SAED shall: (i) maintain, in accordance with paragraph (a) of this Section, separate records and accounts reflecting such expenditures; (ii) retain, until one year after the Closing Date, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Association's representatives to examine such records; (iv) ensure that the separate accounts referred to in sub-paragraph (i) above are audited semi-annually and that the report of such interim audit is furnished to the Association not later than one month after its completion; and (v) ensure that such separate accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report thereof contains, in respect of such separate accounts, a separate opinion by said auditors as to whether the pro- ceeds of the Credit withdrawn in respect of such expenditures have been used for the purpose for which they were provided. Section 4.02. SAED shall not, until the completion of the Project, make investments in new facilities except as provided for in Sections 3.05 and 3.06 of the Development Credit Agreement. -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 Development Credit Agreement becomes effective. Section 5.02. (a) This Agreement and all obligations of the Association and of SAED 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 twenty 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 SAED of this event. 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 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: -6- 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 SAED: Socigtd nationale d'Amfnagement et d'Exploitation des Terres du Delta du Fleuve Sfndgal et des Valldes du Fleuve Sfnfgal et de la Falfmf B.P. 74 St. Louis, Rpublique du Sdndgal Telex: 71533-SG 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 SAED, or by SAED on behalf of the Borrower under the Development Credit Agreement, may be taken or executed by SAED's Director-General or such other person or persons as SAED shall designate in writing, and SAED shall furnish to the Association sufficient evidence of the authority and the authen- ticated 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. -7- 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 Regional Vice President Western Africa SOCIETE NATIONALE D'AMENAGEMENT ET D'EXPLOITATION DES TERRES DU DELTA DU FLEUVE SENEGAL ET DES VALLEES DU FLEUVE SENEGAL ET DE LA FALEME Authorized Representative - 8 - SCHDULE 1 Procurement and Consultants' Services Section I. Procurement of Goods and Works Part A: Procurement Procedure 1. Contracts for maintenance works estimated to cost $10,000 equivalent or more may be procured on the basis of competitive bidding, advertised locally, in accordance with procedures satisfactory to the Association. 2. Maintenance works for the irrigation network may be carried out by force account. 3. Contracts for spare parts, materials and supplies estimated to cost less than $10,000 equivalent may be procured by directly negotiated purchase. Part B: Review by the Association of Procurement Decisions 1. (a) With respect to each contract estimated to cost the equivalent of $100,000 or more, the procedures set forth in para- graphs 2 and 4 of Appendix 1 to the "Guidelines for Procurement under IBRD Loans and IDA Credit" published by the Bank in May 1985 (the Guidelines) shall apply. Where payments for such contract are to be made out of the Special Account, such proce- dures shall be modified to ensure that the two conformed copies of the contract required to be furnished to the Association pursuant to said paragraph 2 (d) shall be furnished to the Association prior to the making of the first payment out of the Special Account in respect of such contract. (b) With respect to each contract not governed by the pre- ceding paragraph, the procedures set forth in paragraphs 3 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contract are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of the contract together with the *other information required to be furnished to the Association pursuant to said paragraph 3 shall be furnished to the Association as part of the evidence to be furnished pursuant to paragraph 4 of Schedule 3 to the Development Credit Agreement. -9- (c) The provisions of the preceding subparagraphs (a) and (b) shall not apply to contracts on account of which the Associa- tion has authorized withdLawals from the Credit Account on the basis of statements of expenditure. Such contracts shall be retained in accordance with Section 4.01 (c) (ii) of this Agree- ment. 2. The figure of 20% is hereby specified for purposes of para- graph 4 of Appendix 1 to the Guidelines. Section II. Employment of Consultants In order to assist SAED in carrying out the Project, SAED shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. Such consultants shall be selected in accordance with principles and procedures satisfactory to the Association on the basis of the "Guidelines for the Use of Consultants- by World Bank Borrowers and by the World Bank as Executing Agency" pub- lished by the Bank in August 1981. INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the originI 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 day of , 198g. FOR SECRETARY