Conformed Copy - C2042 - National Agricultural Research Project - Project Agreement

Page 1 CONFORMED COPY CREDIT NUMBER 2042 MAG (National Agricultural Research Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and CENTRE NATIONAL DE RECHERCHE APPLIQUEE POUR LE DEVELOPPEMENT RURAL Dated September 11, 1989 PROJECT AGREEMENT AGREEMENT, dated September 11, 1989, between INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association) and CENTRE NATIONAL DE RECHERCHE APPLIQUEE AU DEVELOPPEMENT RURAL (FOFIFA). WHEREAS (A) by the Development Credit Agreement of even date herewith between the Democratic Republic of Madagascar (the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to eighteen million six hundred thousand Special Drawing Rights (SDR 18,600,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that FOFIFA agree to undertake such obligations toward the Association as are set forth in this Agreement; (B) by a subsidiary agreement to be entered into between the Borrower and FOFIFA, the proceeds of the credit provided for under the Development Credit Agreement will be made available to FOFIFA Page 2 on the terms and conditions set forth in said subsidiary agreement; and WHEREAS FOFIFA, 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) FOFIFA 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 Parts A through E of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, scientific, agricultural and engineering 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 upon the provisions of paragraph (a) of this Section and except as the Association and FOFIFA shall otherwise agree, FOFIFA shall carry out the Project in accordance with the Implementation Program set forth in the Schedule to this Agreement. 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 3 to the Development Credit Agreement. Section 2.03. FOFIFA 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 and Parts A through E of the Project. Section 2.04. (a) FOFIFA shall, at the request of the Asso- ciation, 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) FOFIFA 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 FOFIFA of its obligations under this Agreement. ARTICLE III Management and Operations of FOFIFA Section 3.01. (a) FOFIFA shall carry on its operations and conduct its affairs in accordance with sound administrative, financial, scientific and technical practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. Page 3 (b) Without limitation on the provisions of paragraph (a) of this Section, FOFIFA shall keep the positions of scientific director, director of research support services, director of administration and finance, head of the personnel management and human resources development unit, head of the biometry and data analysis unit, head of the technical support services unit, and head of the general accounting unit filled with individuals with adequate qualifications and experience. (c) Not later than August 1, 1989, FOFIFA shall employ for a period of at least two years a director of administration and finance in accordance with the provisions of Section II of Schedule 3 to the Development Credit Agreement. Section 3.02. FOFIFA 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 appropriate practices. Section 3.03. FOFIFA shall take out and maintain with responsible insurers, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section 3.04. At all times during execution of the Project, FOFIFA shall have appointed a qualified and experienced national research program coordinator for each operational research program; such national research program coordinators to be nominated by the research department heads. Section 3.05. Not later than March 31, 1990, FOFIFA shall submit to the Association for approval a proposal for new procurement procedures and shall promptly implement such procedures thereafter. Section 3.06. (a) During execution of the Project FOFIFA shall provide: (i) housing and additional benefits (medical expenditures, education benefits for children) to compensate for additional expenditures incurred by staff members living and working at remote research stations; and (ii) annually, no more than five cash prizes to reward individual scientists or teams of scientists for outstanding scientific works. (b) By January 1, 1990, FOFIFA shall submit to the Association a proposal for the implementation procedures for the undertakings under paragraph (a) of this Section acceptable to the Association. ARTICLE IV Financial Covenants Section 4.01. (a) FOFIFA shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) FOFIFA shall: (i) have its records, 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 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 Page 4 (iii) furnish to the Association such other information concerning said records, accounts and financial statements as well as the audit thereof, as the Association shall from time to time reasonably request. Section 4.02. By June 1, 1990, FOFIFA shall: (i) submit to the Association for comment draft terms of reference, for the operation of staffing proposals and a timetable for the establishment of an internal audit and budget control unit and its staffing; and (ii) promptly, thereafter establish such internal audit and budget control unit. 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 FOFIFA 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 15 years after the date of this Agreement. (b) If the Development Credit Agreement terminates in accordance with its terms before the date specified in para- graph (a) (ii) of this Section, the Association shall promptly notify FOFIFA of this event. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation 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: 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 FOFIFA: Centre National de Recherche Appliquee pour Page 5 le Developpement Rural B.P. 1690 (101) Antananarivo Madagascar Telex: 22 539 URSTD 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 By /s/ Edward V. K. Jaycox Regional Vice President Africa CENTRE NATIONAL DE RECHERCHE APPLIQUEE POUR LE DEVELOPPEMENT RURAL By /s/ Jean Rene Tsiangalara Authorized Representative SCHEDULE Implementation Program Research Extension Linkage 1. During execution of the Project FOFIFA shall establish closer links between research and extension staff and between research staff and farmers involved in the on-farm research of FOFIFA through: (i) preparation of research protocols for each on-farm research trial specifying the procedures to be followed to obtain farmers' and local field extension staff participation in research design and objectives; (ii) review and approval of all test surveys and questionnaires for diagnostic surveys by local field extension staff; (iii) establishment of regional research extension com- mittees composed of FOFIFA research staff and extension staff of MPARA, MPAEF and other agencies to discuss research results and objectives; and (iv) the requirement for research staff to reserve about 20% of total working hours for the training of extension staff. Human Resources Development Plan 2. FOFIFA shall prepare and furnish to the Steering Committee and the Association for review and comment a human resources development plan in three modules, according to the following time-schedule: Page 6 (i) for administration and accounting services, by December 31, 1989; (ii) for research support services, by April 1, 1990; and (iii) for research departments and remaining services, by August 31, 1990. 3. By June 1, 1990, FOFIFA shall prepare and furnish to the Association and the Steering Committee for review and comment, a proposal for a new personnel policy and, thereafter, take adequate measures for its implementation. Research Equipment/Agricultural Technology 4. By December 31, 1989, FOFIFA shall prepare: (i) a study on the research and service functions of FOFIFA's laboratories, including laboratory equipment requirements; (ii) equipment profiles and equipment maintenance schedules for each of FOFIFA's research station; 5. By June 30, 1990, FOFIFA shall prepare: (i) analysis of the orientation and priorities for research on agricultural technology; and (ii) a detailed three-year program on agricultural technology. Annual Work Programs of FOFIFA 6. Prior to submission of the annual work program to FOFIFA's board of directors and not later than November 1, during each year of execution of the Project FOFIFA shall submit to the Association and all members of the Steering Committee for review and comment the work program for the next FY; each such work program to include the research programs, procurement and training schedules, external program review schedule, schedule for land title issuance, a budget proposal (broken down into separate chapters for overhead, investment and research programs) and analyzed by source of financing, including any Cofinancing and a proposal for the operating cost items to be financed by the Association. 7. Not later than December 31, during each year of execution of the Project, FOFIFA shall submit to the Association and all members of the Steering Committee the annual work program of FOFIFA for the next FY as approved by its board of directors. Monitoring and Evaluation 8. By June 30, 1990, FOFIFA shall prepare for review and comment by the Steering Committee and the Association a detailed work program for monitoring and evaluating of research. 9. By September 1, 1990, FOFIFA's monitoring and evaluation system shall be fully operational.