Senegal - Second Small Rural Operations Project : Credit 1992 - Project Agreement - Conformed

CREDIT NUMBER 1992 SE Project Agreement (Second Small Rural Operations Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and ASSOCIATION SENEGALAISE POUR LA PROMOTION DES PETITS PROJETS DE DEVELOPPEMENT A LA BASE Dated \ A- ,1997 CREDIT NUM1BER 1992 SE PROJECT AGREEMENT AGREEMENT, dated vt <4^ , 1997, between INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association) and ASSOCIATION SENEGALAISE POUR LA PROMOTION DES PETITS PROJETS DE DEVELOPPEMENT A LA BASE ("ASPRODEB"). WHEREAS (A) by the Development Credit Agreement of April 3, 1989, as amended by a letter, dated July 25, 1994, and by an Agreement Providing for Amendment and Restatement of Development Credit Agreement of even date herewith between Republic of Senegal (the Borrower) and the Association (the Development Credit Agreement), the Association has agreed to make available to the Borrower an amount in various currencies equivalent to twelve milli6n Special Drawing Rights (SDR 12,000,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that ASPRODEB agree to undertake such obligations toward the Association as are set forth in this Agreement; (B) by a convention to be entered into between the Borrower and ASPRODEB (the Convention), the proceeds of the Credit provided toi under,the Development Credit Agreement will be made available to ASPRODEB on the terms and conditions set forth in said Convention; and WHEREAS ASPRODEB, in consideration of the Association 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 and the following additional term has the following meaning, namely that"fiscal year" means ASPRODEB's fiscal year which starts January 1 and ends December 31. -2- ARTICLE II Execution of the Project Section 2.01. ASPRODEB 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 the Project with due diligence and efficiency and in conformity with appropriate administrative, agricultural and financial practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the Project. Section 2.02. Except as the Association shall otherwis 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. (a) ASPRODEB 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 the Project. (b) Without limitation upon the provisions of paragraph (a) of this Section, ASPRODEB shall: (i) prepare, on the basis of guidelines acceptable to the Association and furnish to the Association not later than six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Association and ASPRODEB, a plan for the future operation of the Project; (ii) afford the Association a reasonable opportunity to exchange views with ASPRODEB on said plan; and (iii) thereafter, carry out said plan with due diligence and efficiency and in accordance with appropriate practices, taking into account the Association's comments thereon. Section 2.04. ASPRODEB shall duly perform all its obligations under the Convention. Except as the Association shall otherwise agree, ASPRODEB shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Convention or any provision thereof. -3 - Section 2.05. (a) ASPRODEB 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 under the Convention, and other matters relating to the purposes of the Credit. (b) ASPRODEB 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 ASPRODEB of its obligations under this Agreement and under the Convention. ARTICLE III Management and Operations of ASPRODEB Section 3.01. ASPRODEB 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. ASPRODEB shall at all times operate and maintain its equipment and other property, and from time to time, promptly as needed, make all necessary repairs and renewals thereof, all in accordance with sound administrative, financial and agricultural practices. Section 3.03. ASPRODEB shall take out and maintain with responsible 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) ASPRODEB shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) ASPRODEB 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; -4- (ii) furnish to the Association as soon as available, but in any case not later than six (6) 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 records, accounts and financial statements as well as the audit thereof, as the Association shall from time to time reasonably request. 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 Agreement Providing for Amendment and Restatement of the Development Credit Agreement becomes effective. Section 5.02. (a) This Agreement and all obligations of the Association and of ASPRODEB 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 paragraph (a) (ii) of this Section, the Association shall promptly notify ASPRODEB 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 -5- 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 248423 (MCI) or Washington, D.C. 64145 (MCI) For ASPRODEB: Association S&n6galaise pour la Promotion des Petits Projets de D6veloppement A la Base B.P. 3801 Rue 2X Boulevard de 'Est - Point E Dakar, Senegal -6- 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 ASPRODEB, or by ASPRODEB on behalf of the Borrower under the Development Credit Agreement, may be taken or executed by the President of the Board of Directors of ASPRODEB or such other person or persons as the President of the Board of Directors of ASPRODEB shall designate in writing, and ASPRODEB 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. -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 By /6 aZ .06L Regional Vice President Africa ASSOCIATION SENEGALAISE POUR LA PROMOTION DES PETITS PROJETS DE DEVELOPPEMENT A LA BASE By/A uthoriLL Re p esett Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the International Development Association. FOR SECRETARY