Conformed Copy - C1910 - Development Management Project - Contribution Agreement 1

Page 1 CANADIAN CONTRIBUTION RELATED TO CREDIT NUMBER 1910 SE Contribution Agreement between GOVERNMENT OF CANADA and INTERNATIONAL DEVELOPMENT ASSOCIATION (Relating to the Administration of a Canadian Contribution for the financing of the Social Dimensions of Adjustment Component of the Development Management Project in Senegal) Dated March 2, 1989 CANADIAN CONTRIBUTION RELATED TO CREDIT NUMBER 1910 SE CONTRIBUTION AGREEMENT BETWEEN: Her Majesty the Queen in right of Canada, herein represented by the Secretary of State for External Affairs, acting through the Canadian International Development Agency (hereinafter referred to as "CIDA"); AND: The International Development Association (hereinafter referred to as the "Association"). WHEREAS, by an agreement dated June 9, 1988 (hereinafter referred to as the "Development Credit Agreement"), the Association has agreed to grant a credit to the Republic of Senegal to assist in financing a project entitled the "Development Management Project" which includes a Social Dimensions of Adjustment component consisting of the establishment of a permanent system of surveys on the standard of living of house- holds, socioeconomic studies on the effects of adjustment programs and related training (said component hereinafter referred to as "the Project"); WHEREAS CIDA has informed the Association that it desires to provide a contribution, to be administered by the Association, to assist in financing the Project; AND WHEREAS the purpose of this Agreement between the Association and CIDA is to set out the terms and Page 2 conditions concerning the administration of such contribution; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Section 1.01. CIDA hereby appoints the Association as Administrator of a contribution of funds in an amount of two million United States dollars (US$2,000,000) (hereinafter referred to as "the Contribution") in the following manner: (a) Upon the entry into force of this Agreement, CIDA shall deposit an initial advance in the amount of five hundred thousand Canadian dollars (Can$500,000) in the account maintained with the Bank of Canada in the name of the Association (hereinafter referred to as "the T-Account"). (b) Subsequent advances shall be made by CIDA on a quarterly basis, or at such other times as CIDA and the Association may agree, upon the request of the Association based on a statement estimating the Contribution funds required for the Project during the following quarter and after receipt by CIDA of the statement of account for the preceding advance in accordance with Section 3.01 of this Agreement. (c) The Association may exchange the Contribution funds in the T-Account for other currencies as may facilitate their administration and commingle such funds with other funds held in trust by the Association. (d) The Association may invest and reinvest the funds in the T-Account pending their disbursement. The income therefrom shall be allocated between the Contribution funds and other investable funds held in the T-Account on a pro rata basis, and thereafter such income that is allocated to the Contribution shall be available for the purposes of this Agreement. Section 1.02. The Association may deduct from the Contribution funds a fee of forty thousand United States dollars (US$40,000) to assist in the defrayment of the costs of administration and other expenses incurred by the Association under this Agreement. The Association may deduct such fee in one or more installments at any time. Section 1.03. If unforeseen increases in expenditures or commitments are expected or realized to meet the current estimated cost of the Project (whether due to inflationary factors, fluctuation in exchange rates or unforeseen contingencies) the Association shall notify CIDA, in writing, of this fact, and of the estimated amount of the increases in expenditures or commitments, as soon as possible. CIDA will consider whether it will agree to increase its contribution to the Project to cover such increases in expenditures or commitments. ARTICLE II Section 2.01. The Contribution shall be administered by the Association for the purpose of meeting such costs of the Project as set out in Annex A, which forms an integral part of this Agreement. Section 2.02. The Association shall disburse from the T-Account such amounts as from time to time shall be needed to meet the costs of services financed or to be Page 3 financed for the purposes of the Project. Such disbursements shall be effected in accordance with the Association's normal procedures. Section 2.03. The Association, as Administrator on behalf of Canada, shall have the sole responsibility for the supervision of the Project, including supervision of the procurement of services, which shall be carried out in accordance with procedures consistent with the Association's guidelines for such procurement, provided however that international experts, to be financed out of the proceeds of the Contribution, shall be Canadian citizens or landed immigrants in Canada. Section 2.04. The Association shall keep CIDA informed of the progress of the Project by furnishing CIDA with summaries of its supervision reports and by providing in a timely manner to representatives of CIDA the opportunity to participate in supervision missions with respect to the Project. A copy of the Project completion report prepared by the Republic of Senegal pursuant to the terms of the Development Credit Agreement shall be furnished to CIDA promptly after its receipt by the Association. Section 2.05. The Association shall exercise the same care in the discharge of its functions under this Agreement as it exercises with respect to the administration and management of its own credits and shall have no further responsibility to CIDA in respect thereof. Section 2.06. The Association shall, as administrator on behalf of CIDA, enter into a Canadian Grant Agreement and such other arrangements with the Republic of Senegal as are necessary to ensure the successful implementation of the Project. Section 2.07. The administration and enforcement of any provision of the Canadian Grant Agreement entered into between the Republic of Senegal and the Association for the purposes of this Agreement shall be handled solely by the Association, and the Association specifically reserves the right, at its discretion and without notice to CIDA, to exercise, refrain from exercising or waive any rights under such Canadian Grant Agreement or to modify any provision thereof, provided, however, that before suspending the right of the Republic of Senegal to make withdrawals of funds under such Canadian Grant Agreement, the Association shall inform CIDA and afford CIDA a reasonable opportunity for consultation with the Association. ARTICLE III Section 3.01. The Association shall: (a) maintain separate records and ledger accounts in respect of the Contribution funds in the T-Account and those disbursed by the Association pursuant to the provisions of this Agreement; (b) furnish each quarter to CIDA a statement of account in United States dollars on such records and accounts; (c) cause such records and accounts to be audited and certified by the Association's external auditors for each fiscal year that Contribution funds shall remain in the T-Account; and (d) forward the report of such audit by said Page 4 auditors to CIDA. Section 3.02. The Association may deduct the costs of such audits from the amount in the T-Account attributable to the Contribution. In the event the amount of the Contribution remaining in the T-Account is insufficient to reimburse the Association for the costs of any such audit, CIDA shall pay the Association promptly upon demand such amount as is needed to fully reimburse the Association for the cost of such audit. ARTICLE IV Section 4.01. This Agreement shall become effective as of the date of the last signature and, subject to the provisions of this Article, shall continue in effect until all funds in the T-Account attributable to the Contribution have been disbursed. Section 4.02. If at any time it appears to either party that the purposes of this Agreement can no longer effectively or appropriately be carried out, this Agreement may be terminated in whole or in part at the initiative of such party ninety (90) days after giving notice in writing to that effect, provided that such termination shall not affect any agreements entered into by the Association with respect to the Project prior to receipt by- the Association of notice from CIDA of such termination. Section 4.03. Upon termination of this Agreement, the Association shall continue to hold unutilized Contribution funds until the following conditions are met: (a) payment of all commitments incurred prior to the date of termination of this Agreement; and (b) production of the report required under Section 4.04 of this Agreement. Section 4.04. Not later than six months after the end of the Association's fiscal year in which this Agreement is terminated, the Association shall furnish to CIDA a financial statement with respect to the Contribution and the funds in the T-Account attributable thereto, together with an opinion of the Association's external auditors on such statement. Section 4.05. All unutilized funds of the Contribution shall be returned by the Association, through CIDA, to the Receiver General of Canada. ARTICLE V Section 5.01. This Agreement may be amended only by written agreement of the parties hereto. Section 5.02. 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 effectively given or made when it shall be delivered by hand or by letter, facsimile, telegram, or telex 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 addresses as such party shall have designated by notice to the party giving such notice or making such request. The addresses so specified are: For CIDA: Page 5 Canadian International Development Agency 200 Promenade du Portage Hull, Quebec, KlA OG4 Canada Telex: 053-4140 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) Section 5.03. Any notice that is delivered shall be deemed to have been received on delivery; any notice given by facsimile, telegram or telex shall be deemed to have been received when the facsimile, telegram or telex is sent and the appropriate answerback is received; and any notice given by letter shall be deemed to have been received fourteen (14) calendar days after the date of mailing. ARTICLE VI Section 6.01. No member of the Canadian House of Commons shall be admitted to any share or part of this Agreement or to any benefit to arise therefrom. Section 6.02. Any payment to be made by CIDA under this Agreement is subject to the necessary appropriation by the Parliament of Canada for the fiscal year in which the payment is to be made. IN WITNESS WHEREOF, the undersigned, being duly authorized thereto, have signed the present Agreement in duplicate. GOVERNMENT OF CANADA Canadian International Development Agency Name: Andre Gingras Title: Vice President, a.i. Date: March 2, 1989 INTERNATIONAL DEVELOPMENT ASSOCIATION International Development Association Page 6 Name: Michael Gillette Title: Director, Sahelian Department Date: February 23, 1989 ANNEX A Description of the Project and Budget 1. Project Description The Social Dimensions of Adjustment activities to be financed by the Contribution include: (a) establishment and operation of a permanent system of surveys on the standard of living of households; (b) in-depth socioeconomic studies on the effects of adjustment programs: (i) to improve such programs by integrating social dimensions; and (ii) to identify poverty-alleviation projects; and (c) related training of Senegalese staff. 2. Budget Estimates (US$ equivalent) Contractual Staff 300,000 Consultant Services 690,000 Training 390,000 Studies 580,000 SUB-TOTAL 1,960,000 Administration fee 40,000 TOTAL 2,000,000 * * * The Project is expected to be completed by December 31, 1993.