Conformed Copy - C2873 - Pilot Female Literacy Project - Project Agreement

Page 1 CONFORMED COPY CREDIT NUMBER 2873 SE Project Agreement (Pilot Female Literacy Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and AGENCE D'EXECUTION DES TRAVAUX D'INTERET PUBLIC CONTRE LE SOUS-EMPLOI (AGETIP) Dated June 17, 1996 CREDIT NUMBER 2873 SE PROJECT AGREEMENT AGREEMENT, dated June 17, 1996, between INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association) and AGENCE D'EXECUTION DES TRAVAUX D'INTERET PUBLIC CONTRE LE SOUS-EMPLOI (AGETIP). WHEREAS (A) 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 eight million seven hundred thousand Special Drawing Rights (SDR 8,700,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that AGETIP agree to undertake such obligations toward the Association as are set forth in this Agreement; (B) by a Convention entered into between the Borrower and AGETIP, AGETIP has agreed to carry out Part A of the Project on the terms and conditions set forth in said Convention; and WHEREAS AGETIP, 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 Page 2 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) AGETIP 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 Part A of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial and management practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for Part A of the Project. (b) Without limitation upon the provisions of paragraph (a) of this Section and, except as the Association and AGETIP shall otherwise agree, AGETIP shall carry out Part A of the Project in accordance with the Implementation Program set forth in Schedule 2 to this Agreement. Section 2.02. Except as the Association shall otherwise agree, procurement of the goods and consultants' services required for Part A of 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. AGETIP 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) AGETIP shall, at the request of the Association, exchange views with the Association with regard to the progress of Part A of the Project, the performance of its obligations under this Agreement and other matters relating to the purposes of the Credit. (b) AGETIP shall promptly inform the Association of any condi- tion which interferes or threatens to interfere with the progress of Part A of the Project, the accomplishment of the purposes of the Credit, or the performance by AGETIP of its obligations under this Agreement. Section 2.05. AGETIP shall: (i) in conjunction with the Borrower and the Association, participate in the annual review and the mid-term review respectively, referred to in paragraphs 1 and 2 of Schedule 3 to the Development Credit Agreement; and (ii) promptly after completing such reviews, carry out recommendations arising out of said reviews, with due diligence and efficiency and in accordance with appropriate practices. Section 2.06. AGETIP shall furnish to the Borrower, for its review and approval: (a) before the beginning of each Project year, a proposed annual work program, in respect of Part A of the Project, including a proposed budget and financing plan, for the forthcoming fiscal year; (b) semiannual and annual progress reports on the status of Part A of the Project, including regular Beneficiary feedback and Subprojects completion reports. ARTICLE III Management and Operations of AGETIP Section 3.01. AGETIP shall carry on its operations and conduct its affairs in accordance with sound administrative, financial and management practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. Page 3 Section 3.02. AGETIP 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 educational practices. Section 3.03. AGETIP 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) AGETIP shall maintain records and accounts adequate to reflect, in accordance with sound accounting practices its operations, resources and expenditures and financial condition in respect of Part A of the Project. (b) AGETIP shall: (i) have the 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 (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 Development Credit Agreement becomes effective. Section 5.02. (a) This Agreement and all obligations of the Association and of AGETIP 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 AGETIP 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 Page 4 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 248423 (RCA) Washington, D.C. 82987 (FTCC) 64145 (WUI) or 197688 (TRT) For AGETIP: Agence d'Execution des Travaux d'Interet Public Contre le Sous-Emploi Bd. Djily Mbaye & Berenger Ferraud B.P. 143 Dakar Senegal Facsimile: 21 04 78 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 AGETIP, or by AGETIP on behalf of the Borrower under the Development Credit Agreement, may be taken or executed by Director General or such other person or persons as Director General shall designate in writing, and AGETIP 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. 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/ Callisto Madavo Regional Vice President Africa AGENCE D'EXECUTION DES TRAVAUX D'INTERET PUBLIC CONTRE LE SOUS-EMPLOI Page 5 By /s/ Mamadou Mansour Seck Authorized Representative SCHEDULE 1 Procurement and Consultants' Services Section I. Procurement of Goods Part A: General Goods shall be procured in accordance with the provisions of Section I of the "Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in January 1995 and revised in January 1996 (the Guidelines) and the following provisions of this Section, as applicable. Part B: International Competitive Bidding 1. Except as otherwise provided in Part C of this Section, goods shall be procured under contracts awarded in accordance with the provisions of Section II of the Guidelines and paragraph 5 of Appendix 1 thereto. 2. The following provision shall apply to goods to be procured under contracts awarded in accordance with the provisions of paragraph 1 of this Part B: Grouping of Contracts To the extent practicable, contracts for vehicles and equipment shall be grouped in bid packages estimated to cost at least $150,000 equivalent. Part C: Other Procurement Procedures 1. National Shopping Goods estimated to cost less than $25,000 equivalent per contract, up to an aggregate amount not to exceed $100,000 equivalent, may be procured under contracts awarded on the basis of national shopping procedures in accordance with the provisions of paragraphs 3.5 and 3.6 of the Guidelines. 2. Community Participation Goods for Subprojects under Part A of the Project shall be procured in accordance with the procedures set forth in the Procedures Manual. Part D: Review by the Association of Procurement Decisions 1. Procurement Planning Prior to the issuance of any invitations to prequalify for bidding or to bid for contracts, the proposed procurement plan for the Project shall be furnished to the Association for its review and approval, in accordance with the provisions of paragraph 1 of Appendix 1 to the Guidelines. Procurement of all goods shall be undertaken in accordance with such procurement plan as shall have been approved by the Association, and with the provisions of said paragraph 1. 2. Prior Review With respect to each contract for goods estimated to cost the equivalent of $150,000 or more, the procedures set forth in paragraphs 2 and 3 of Appendix 1 to the Guidelines shall apply. 3. Post Review With respect to each contract not governed by paragraph 2 of this Part, the procedures set forth in paragraph 4 of Appendix 1 to the Guidelines shall apply. Page 6 Section II. Employment of Consultants 1. Consultants' services shall be procured under contracts awarded in accordance with the provisions of the "Guidelines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981 (the Consultant Guide- lines). For complex, time-based assignments, such contracts shall be based on the standard form of contract for consultants' services issued by the Bank, with such modifications as shall have been agreed by the Association. Where no relevant standard contract documents have been issued by the Bank, other standard forms acceptable to the Association shall be used. 2. Notwithstanding the provisions of paragraph 1 of this Section, the provisions of the Consultant Guidelines requiring prior Association review or approval of budgets, short lists, selection procedures, letters of invitation, proposals, evaluation reports and contracts shall not apply to (a) contracts for the employment of consulting firms estimated to cost less than $100,000 equivalent each or (b) contracts for the employment of individuals estimated to cost less than $50,000 equivalent each. However, said exceptions to prior Association review shall not apply to (a) the terms of reference for such contracts, (b) single-source selection of consulting firms, (c) assignments of a critical nature, as reasonably determined by the Association, (d) amendments to contracts for the employment of consulting firms raising the contract value to $100,000 equivalent or above, or (e) amendments to contracts for the employment of individual consultants raising the contract value to $ 50,000 equivalent or above. SCHEDULE 2 Implementation Program 1. Eligibility Criteria for Subprojects Under Part A of the Project Without limitation upon the provisions of paragraphs 3 and 4 of Schedule 3 to the Development Credit Agreement, and unless the Association agrees otherwise, no Subproject shall be eligible for financing out of the proceeds of this Credit unless AGETIP has determined, on the basis of an appraisal conducted in accordance with the guidelines set forth in the Procedures Manual, that the Subproject satisfies the eligibility criteria specified below and in more detail in the Procedures Manual, which shall include, inter alia, the following: (a) with respect to the Literacy Provider: (i) the Literacy Provider exists as a legal entity, with proven capacity and experience to implement the Subproject; (ii) competent technical, administrative and accounting staff is available, or otherwise a proposal for staff training or upgrading is included; and (iii) the necessary equipment and materials to implement the Subproject are available; (b) with respect to Beneficiaries: (i) Beneficiaries have been identified, have adequately formulated their need for literacy training; (ii) the number of trainees is at least 300 and at least 75% female; and (iii) the financial contribution of the Beneficiaries has been agreed; (c) with respect to pedagogy: (i) the Literacy Provider proposes to use a recognized method of literacy training; (ii) the program contains at least 300 hours of training over not more than an 18-month period, with a minimum of 20 Beneficiaries per class; (iii) teaching/ learning materials are acceptable, available on time, and of reasonable cost; and (iv) staff student ratios are of one supervisor for 10 classes; (d) with respect to implementation timetables and costs: (i) the Subproject timetable adequately accounts for start-up needs in terms of training of literacy trainers and other personnel, and the acquisition of materials; (ii) the Subproject's operational budget guarantees that the unit-cost of a trainee does not exceed FCFA 32,500 and overhead does not exceed 15% of total costs of the Subproject. Page 7 2. Terms and Conditions Regarding Subprojects Subprojects shall be carried out pursuant to Subproject Agreements, to be concluded between AGETIP and the Literacy Provider, under terms and conditions satisfactory to the Association, which, inter alia, shall include the following: (a) financing to be on a grant basis; (b) the obligation to carry out the Subproject in accordance with the Procedures Manual, with due diligence and efficiency and in accordance with sound environmental, technical, financial and managerial standards and to maintain adequate records to reflect, in accordance with sound accounting practices, the operations, resources and expendi- tures in respect of the Subproject; (c) the requirement that: (i) the goods and services to be financed from the proceeds of the Grant shall be procured in accordance with the procedures set forth in Schedule 1 to this Agreement; and (ii) such goods and services shall be used exclusively in the carrying out of the Subproject; (d) the right of AGETIP to inspect, by itself, or jointly with the Association, if the Association shall so request, the goods included in the Subproject and any relevant records and documents; (e) the right of AGETIP to obtain all information as AGETIP or the Association shall reasonably request regarding the administration, operations and financial conditions of the Subproject; and (f) the right of the AGETIP to suspend or terminate the right of the Literacy Provider to use the proceeds of the Grant for the Subproject upon failure by the Literacy Provider to perform any of its obligations under its Subproject Agreement. AGETIP Personnel 3. For the purpose of carrying out Part A of the Project, AGETIP shall employ one Project coordinator, two Project officers, one accountant, one administrative agent and one driver, in accordance with the provisions of Section II of Schedule 1 to this Agreement.