Conformed Copy - C2416 - Second Power Project - Contribution Agreement 1

Page 1 CONFORMED COPY Contribution Agreement Related to Credit Number 2416 GUI CONTRIBUTION AGREEMENT between THE GOVERNMENT OF CANADA and INTERNATIONAL DEVELOPMENT ASSOCIATION for the Second Power Project in Guinea Dated October 22, 1992 Contribution Agreement Related to Credit Number 2416 GUI CONTRIBUTION AGREEMENT The Contribution Agreement made in duplicate on this day of October 22, 1992. BETWEEN: The Government of Canada herein represented by the Secretary of State for External Affairs, acting through the Canadian Interna- tional Development Agency (hereinafter referred to as "CIDA"). AND: The International Development Association (hereinafter referred to as the "Association"). Page 2 WHEREAS the Government of Canada, the International Bank for Recon- struction and Development and the Association have entered into an agreement, dated December 15, 1988, relating to the cofinancing of development projects and programs; WHEREAS in the context of its assistance to the Energy sector in Guinea, the Association has agreed to finance a project which will promote rational energy policies and strengthen the efficient management of energy resources; WHEREAS CIDA has informed the Association that it desires to provide a contribution, to be administered by the Association, to finance the carrying out of the project as described further in Annex "A" hereto (hereinafter called the "Project"); AND WHEREAS the purpose of the Contribution Agreement (hereinafter called "Agreement") between the Association and CIDA is to set out the terms and conditions concerning the administration of such contribution and the implementation of the Project. NOW THEREFORE the parties hereto agree as follows: ARTICLE I Section 1.01. Promptly after the date of the last signature of this agreement, CIDA shall deposit an amount of four hundred thousand Canadian dollars (Can$400,000) in the T-Account (herein-after referred to as the Account) maintained with the Bank of Canada in the name of the Association. The second payment of one hundred thousand Canadian dollars (Can$100,000) shall be deposited in the "Account" upon submission and acceptance by CIDA of the project financial statement accounting for the activities against which the first payment was made. Section 1.02. The Contribution will be administered by the Association in accordance with the terms of this Agreement. The contribution will be kept separate and apart from the funds of the Association. Section 1.03. The Contribution may be commingled with other trust fund assets maintained in the Account. The Contribution may be freely exchanged by the Association into other currencies as may facilitate their disburse- ment. Section 1.04. The Association may invest the funds in the Account pending their disbursement. The income therefrom shall be added to the Account and thereafter be available for the same purpose as said funds. ARTICLE II Section 2.01. The Contribution shall be administered by the Association for the purpose of meeting the costs of the Project as set out in Annex A. The Association may deduct from the Contribution a fee of two percent (2%) to defray administrative and other expenses of the Association in adminis- tering the Project as specified in the budget, Annex A. CIDA hereby authorizes the Association to transfer to itself, as and when needed, appropriate amounts to reimburse for such expenses. Section 2.02. The Association shall disburse from the Account such amounts as shall be needed to meet the reasonable costs of services and other expenses as specified in Annex A financed or to be financed for the purposes of the Project. Such disbursements shall be effected in accordance with the Association's applicable procedures. Section 2.03. The Association, as Administrator on behalf of Canada, shall have the sole responsibility for the supervision of the project and shall keep CIDA informed of the progress of the Project providing to CIDA annual report of activities. Section 2.04. 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 funds and operations. Section 2.05. The Association shall enter into such arrange- ments with Page 3 the Government of Guinea as are necessary to ensure the successful implemen- tation of the Project. Section 2.06. The Association and CIDA shall consult from time to time, at the request of each other, on all matters arising out of this Agreement. ARTICLE III Section 3.01. The Association shall: (a) maintain separate records and ledger accounts in respect of the Contribution funds in the Account and those disbursed by the Association pursuant to the provision of this Agreement. The Association shall furnish quarterly to CIDA a statement of account on such records and accounts; (b) cause such accounts and records to be audited and certified by the Association's external auditors at the completion of the Project and shall furnish the report of such audit by said auditors to CIDA. The cost of such external audit will be paid out of the Contribution; and (c) provide to CIDA, at the end of the Project, an evaluation of the Project. ARTICLE IV Section 4.01. This Agreement shall come into force at the date of the last signature hereto and, subject to the provisions of this Article, shall continue to be in effect until all disbursements have been made from the Account. 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 at the initiative of such party ninety days (90 days) after giving notice in writing to that effect. Section 4.03. Notwithstanding the termination of this Agreement, the Association shall continue to hold and draw from unutilized funds of the Contribution until the earlier of: the satisfaction of all commitments incurred for the Project prior to the date of termination of this Agreement; or the filing of the report required under Section 4.04 of this Agreement. Section 4.04. Promptly after termination of this Agreement, the Association shall furnish to CIDA a final report and a financial statement on the Account, 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 whereupon the Association's functions in respect of this Agreement shall be considered terminated. 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 contem- plated 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 facsimile to the party to which it is required or permitted to be given or made at such party's address hereinaf- ter 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: Regional/Francophone Africa Canadian International Development Agency 200 Promenade du Portage Hull, Quebec Page 4 K1A OG4 Canada Telex: 053-4140 Fax: (819) 953-9453 For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 197688 (TRT) Washington, D.C. 248423 (RCA) 64145 (WUI) or 82987 (FTCC) Fax: (202) 477-6391 ARTICLE VI Section 6.01. This Agreement, together with Annex A which forms an integral part hereof, constitute the entire Agreement between CIDA and the Association with respect to the Project. ARTICLE VII Section 7.01. 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 7.02. Any payment to be made by CIDA under this Agreement is subject to there being an appropriation by Parliament for the fiscal year in which the payment is to be made. IN WITNESS THEREOF, the undersigned, being duly authorized thereto, have signed the present Agreement in duplicate. FOR THE GOVERNMENT OF CANADA Canadian International Development Agency Name: /s/ Roger Couture Title: Directeur General, Afrique et Moyen Orient Date: October 27, 1992 FOR THE INTERNATIONAL DEVELOPMENT ASSOCIATION Name: /s/ Alberto Harth Title: Acting Director Africa Department I Page 5 Date: October 22, 1992 ANNEX A Description of the Project I. Objectives The Management Assistance Program for ENELGUI (Entreprise d'Electricite de Guinee) is part of the rehabilitation of the energy sector in Guinea, and will be carried out in conjunction with the Second Power Project to be financed by a proposed Credit to be made available by the International Development Association (IDA) Guinea. The Management Assistance Program is aimed at implementing more effective and efficient management systems to increase the performance of ENELGUI. II. Components The Price Waterhouse Canada Inc/Hydro-Quebec International/have been chosen for this activity, following the the "Guidelines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published in August 1981. Their activities have already started, financed by an advance granted by IDA to Guinea from the Project Preparation Facility. Price Waterhouse Canada Inc/Hydro-Quebec International will provide approximately 170 men-months of management assistance through the end of December 1992. The management staff responsible for the Project will include the Director-General, the Financial Director, the Commercial Director and an expert in human resources. III. Duration The Project will be carried out through December 31, 1992. IV. Forecasted Budget (Can$) Experts 490,000 (Price Waterhouse/HQI) World Bank . Administration (2%) 10,000 -- -- . Contingencies -- (audits and others) TOTAL 500,000 _______