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BỘ NGOẠI GIAO
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CỘNG
HÒA XÃ HỘI CHỦ NGHĨA VIỆT NAM
Độc lập - Tự do - Hạnh phúc
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Số: 51/2015/TB-LPQT
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Hà Nội, ngày 08 tháng 10 năm 2015
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THÔNG BÁO
VỀ VIỆC ĐIỀU ƯỚC QUỐC TẾ CÓ HIỆU LỰC
Thực hiện quy định của Luật Ký kết, gia nhập và thực hiện điều ước quốc tế năm
2005, Bộ Ngoại giao trân trọng thông báo:
Hiệp định tài trợ cho Dự án “Thích
ứng biến đổi khí hậu khu vực Đồng bằng sông Cửu
Long tại các tỉnh Bến Tre và Trà Vinh” giữa nước Cộng hòa xã hội chủ nghĩa Việt
Nam và Quỹ Quốc tế về phát triển nông nghiệp (IFAD),
ký tại Rô-ma ngày 28 tháng 3 năm 2014, có hiệu lực kể từ ngày 28 tháng 3 năm
2014.
Bộ Ngoại giao trân trọng gửi bản sao
Hiệp định theo quy định tại Điều 68 của
Luật nêu trên./.
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TL.
BỘ TRƯỞNG
KT. VỤ TRƯỞNG
VỤ LUẬT PHÁP VÀ ĐIỀU ƯỚC QUỐC TẾ
PHÓ VỤ TRƯỞNG
Lê Đức Hạnh
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IFAD LOAN NO.
2000000433
ASAP GRANT NO.
2000000434
FINANCING AGREEMENT
Adaptation to
Climate Change in the Mekong Delta in Ben Tre and Tra Vinh Provinces (AMD)
between the
SOCIALIST
REPUBLIC OF VIET NAM
and the
INTERNATIONAL
FUND FOR AGRICULTURAL DEVELOPMENT
and the
ADAPTATION FOR
SMALLHOLDER AGRICULTURE PROGRAMME TRUST FUND
Signed in Rome,
Italy
on 28 March 2014
FINANCING
AGREEMENT
IFAD Loan Number: 2000000433
ASAP Grant Number: 2000000434
Project Title: Adaptation to Climate Change in the
Mekong Delta in Ben Tre and Tra Vinh Provinces (the Project")
The Socialist Republic of Viet Nam (the
"Borrower/Recipient")
and
The International Fund for Agricultural Development
(the "Fund" or "IFAD")
and
The Adaptation for Smallholder Agriculture
Programme Trust Fund (the "ASAP Trust Fund”)
(each a "Party" and both of them
collectively the "Parties")
WHEREAS the Executive Board of IFAD at its 105th
session approved the establishment of a trust fund for the Adaptation for
Smallholder Agriculture Programme (ASAP Trust Fund) whose resources shall be
used exclusively for the purpose of financing in the form of grants, components
of IFAD projects/programmes to increase the resilience of smallholder farmers
to climate change and further approved that IFAD be the Administrator of the
ASAP Trust Fund, acting through its President;
WHEREAS, on the basis of the above and other
considerations, IFAD and the ASAP Trust Fund have agreed to extend a loan and a
grant to the Borrower/Recipient for the purpose of financing the Project, on
the terms and conditions set forth in this Agreement;
NOW THEREFORE, the Parties hereto hereby agree as
follows:
Section A
1. The following documents collectively form this
Agreement: this document, the Project Description and Implementation
Arrangements (Schedule 1) and the Allocation Table (Schedule 2).
2. The Fund's General Conditions for Agricultural
Development Financing dated 29 April 2009, as amended by the Executive Board at
its 108th session (the "General Conditions") are annexed
to this Agreement, and all provisions thereof shall apply to this Agreement.
For the purposes of this Agreement the terms defined in the General Conditions
shall have the meanings set forth therein. The term "Loan" in the
General Conditions shall apply equally to the IFAD Loan and the Grant.
3. The Fund shall provide a Loan and a Grant to the
Borrower/Recipient (all of which are collectively referred to as the
“Financing"), which the Borrower/Recipient shall use to implement the
Project in accordance with the terms and conditions of this Agreement.
Section B
1. (a) The amount of the IFAD Loan is fourteen
million three hundred and fifty thousand Special Drawing Rights (14 350 000
SDR).
(b) The amount of the ASAP Grant is seven million
eight hundred and twenty thousand Special Drawing Rights (7 820 000 SDR).
2. The Loan is provided on highly concessional
terms as defined in Section 5.01 (a) of the General Conditions.
3. The Loan Service Payment Currency for the Loan
shall be US dollar.
4. The Borrower/Recipient shall repay the
outstanding principal amount of the IFAD Loan in 59 equal semi-annual
instalments of SDR 239 167 payable on each 15 June and 15 December, commencing
on 15 December 2023 and ending on 15 December 2052, and one final instalment in
the amount of SDR 239 147 payable on 15 June 2053. The service charge shall
also be payable on each 15 June and 15 December.
5. The first day of the applicable Fiscal Year
shall be 1 January.
6. Withdrawals from the IFAD Loan and Grant
Accounts shall be made in conformity with the procedures established by the
Fund in accordance with Section 4.04 of the General Conditions.
7. (a) For each Province of the Project Area, there
shall be two (2) designated accounts (DAs) (collectively referred to as the
"Designated Accounts"), opened and operated by the Ministry of
Finance (MOF) of the Borrower/Recipient in accordance with Section 4.04 (d) of
the General Conditions in a bank acceptable to the Fund, for receiving and
holding the IFAD Loan and Grant proceeds in USD. All accounts shall be
protected against set-off, seizure or attachment on terms and conditions
proposed by the Borrower/Recipient and accepted by the Fund.
(b) Project Accounts shall be opened and maintained
by the respective Project Coordination Units (PCUs) in local currency at the
Provincial Treasuries of the Project Area to receive and maintain financing
transferred from the DAs for Project eligible expenditures.
8. The Borrower/Recipient shall cause the Lead
Implementing Agencies to provide counterpart financing for the Project, The
counterpart financing to be provided shall amount to approximately three
million seven hundred and eighty thousand United States dollars (USD 3.78
million) for each Province. Government's funds shall be channelled Into a
separate account. For each Province the beneficiaries' contribution shall
amount to approximately three million eight hundred and eighty thousand United
States dollars (USD 3.88 million).
9. Procurement of goods, works and consulting
services financed by the Financing shall be carried out in accordance with the
provisions of the Fund's "Procurement Guidelines" approved by the
Fund's Executive Board in September 2010, (the "Procurement
Guidelines").
Section C
1. The Borrower/Recipient designates the respective
Provincial People's Committee (PPC) of the Ben Tre and Tra Vinh Provinces who
shall be the Lead Implementing Agencies responsible for the execution of the
Project in each Province.
2. The following are designated as additional
Project Parties:
(a) The line agencies responsible for the
implementation of Project activities such as the Department of Planning and
Investment (DPI), the Department of Agriculture and Rural Development (DARD)
and the Department of Natural Resource and Environment (DONRE) of the
respective PPCs;
(b) The Women's Union of the Ben Tre and Tra Vinh
Provinces; and
(c) Any other entity responsible for the
implementation of the Project, as identified in this Agreement or in the
Project Implementation Manual (PIM), or as may be agreed upon by the Borrower/Recipient
and the Fund.
3. The Project Completion Date shall be the sixth
anniversary of the date of entry into force of this Agreement.
Section D
The Financing will be administered and the Project
supervised by the Fund.
Section E
1. The following is designated as additional ground
for suspension of this Agreement: The PIM referred to in paragraph 3, Section
II.C of Schedule 1 hereto, or any provision thereof, has been waived,
suspended, terminated, amended or otherwise modified without the prior consent
of the Fund, and the Fund has determined that such walver, suspension,
termination, amendment or modification has had, or is likely to have, a material
adverse effect on the Project.
2. The following are designated as additional
general conditions precedent to withdrawal:
(a) The PCUs shall have been duly established;
(b) A draft PIM for each Province shall have been
prepared by each PCU and the Fund has given its non-objection;
(c) The Project Steering Committees (PSCs) shall
have been duly established in Tra Vinh and Ben Tre Provinces;
(d) The Project Directors and Chief Financial
Officer/Chief Accountants of each PCU shall have been duly appointed;
(e) The PPCs shall have confirmed the allocation of
adequate counterpart funds for the first Project Year to the Fund;
(f) The DAs shall have been duly opened and the
authorized signatories shall have been submitted to the Fund; and
(g) A computerized Accounting System has been
installed for the Project by the PCUs.
3. No disbursement shall be made in respect of
expenditures under the Category V (Credit, Guaranteed Funds), until the draft
written arrangement with the Women's Union of each Province of the Project Area
referred to in paragraph 2,1, Section II.B of Schedule 1 hereto has been sent
to the Fund and the Fund has provided its non-objection.
4. The following are the designated representatives
and addresses to be used for any communication related to this Agreement:
For the Borrower/Recipient:
Minister for Finance
Ministry of Finance
of the Socialist Republic of Viet Nam
28, Tran Hung Dao Street
Hoan Kiem District, Hanoi
Socialist Republic of Viet Nam
Copy to:
Provincial People's Committee of Ben Tre
Ben Tre Province
Socialist Republic of Viet Nam
Provincial People's Committee of Tra Vinh
Tra Vinh Province
Socialist Republic of Viet Nam
For the Fund:
The President
International Fund for Agricultural Development
Via Paolo di Dono, 44
00142 Rome, Italy
For the ASAP Trust Fund:
The President of the International Fund for
Agricultural Development
in its capacity as Trustee of the Adaptation for Smallholder
Agriculture Programme Trust Fund
International Fund for Agricultural Development
Via Paolo di Dono, 44
00142 Rome, Italy
This Agreement, dated 28 March 2014, has been
prepared in the English language in nine (9) original copies, three (3) for the
Fund and six (6) for the Borrower/Recipient.
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THE SOCIALIST REPUBLIC OF VIET NAM
Nguyen Hoang Long
Ambassador Extraordinary and Plenipotentiary of
the Socialist Republic of Viet Nam to Italy
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INTERNATIONAL FUND FOR AGRICULTURAL DEVELOPMENT
Kanayo F. Nwanze
President
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ADAPTATION FOR SMALLHOLDER AGRICULTURE PROGRAMME TRUST
FUND
Kanayo F. Nwanze
President of the International Fund for
Agricultural Development in its capacity as Trustee of the Adaptation for
Smallholder Agriculture Programme Trust Fund
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Schedule
1
Project
Description and Implementation Arrangements
I. Project
Description
1. Target Population. The Project shall
benefit rural poor and near poor households without land or other productive
assets, poor and near poor households with land or aquaculture resources, and ethnic
minority households. Amongst the target population, the Project shall
prioritize women-headed households, including the Khmer ethnic minority groups.
The Project shall also benefit small and medium-sized rural traders and value
chain entrepreneurs. The Project shall be carried out in the Provinces of Ben
Tre and Tra Vinh of the Borrower's/Recipient's territory (the “Project Area”).
2. Goal. The Goal of the Project is the
achievement of sustainable livelihoods for the rural poor in a changing
environment.
3. Objectives. The objective of the Project
is to strengthen adaptive capacity of the Target Population to better contend
with climate change.
4. Components. The Project shall consist of
the three following Components.
4.1. Component 1 Building Adaptive Capacity.
The objective of this Component is to support the development of an
agricultural and rural development sector climate change adaptation management
framework for participating communities, institutions and provinces. It will be
achieved through the following two sub-components:
Sub-component 1.1. Climate change knowledge
enhancement
This sub-component shall consist of the following
activities: (a) Building an evidence base for adaptation; (b) Water quality
monitoring and reporting; and (c) Knowledge management and dissemination.
(a) Building an evidence base for adaptation. The
Project will support: the identification of a core set of climate adaptation
research topics through Participatory Action Research (PAR) and through an
applied research programme deployed along a salinity gradient; the development
of PAR processes to monitor, evaluate and promote appropriate endogenous
adaptation responses being practiced by farmers and aquaculture producers; the
promotion of resilience building measures identified by communities and
sub-sector experts and the evaluation of climate adaptation technologies and
approaches that show potential for scaling-up.
(b) Water quality monitoring and reporting. The
Project will support: the development of a real-time salinity monitoring and
forecasting system comprising of a network of automated salinity monitoring
stations and a network of Common Interest Groups; a study to complete the
design of the salinity monitoring system including the development of a
multifunctional data platform; the establishment of the multifunctional data
platform equipped for data storage and the processing of data and
dissemination.
(c) Knowledge management and dissemination.
Activities related to knowledge management and dissemination include: the
development of a knowledge sharing programme; the formation and operation of an
inter-provincial thematic ad hoc group on climate change adaptation; the
organization of inter-provincial end-user/stakeholder groups for specific
production models and research; the systematization of knowledge outputs in
formats readily accessible to different audiences; training of trainers
including common interest group leaders for the replication and scaling-up of
successful technologies and approaches and the dissemination of results through
farmer-to-farmer extension through trained community interest groups leaders,
learning events, field visits and study tours and presentations of results at
national and regional conferences and events.
Sub-component 1.2. Climate-informed planning
This sub-component shall be achieved through: (a)
Community-based adaptation and disaster risk management planning; and (b)
Climate-informed socio-economic development plan (SEDP) and policy development.
(a) Community-based adaptation and disaster risk
management planning. Activities funded by the Project shall include:
capacity-building of community and institutions on gender-equitable
community-based adaptation and disaster risk management planning; preparation
of vulnerability assessments and land-use planning using geospatial data system
to support commune and district level plan development of community-based
adaptation and disaster risk management and raise awareness of expected climate
change impacts among local communities. The Project will also support
capacity-building on managing and implementing community-based adaptation and
disaster risk mitigation.
(b) Climate-informed socio-economic development
plan (SEDP) and policy development. The Project will support the following
activities: integration of climate-adapted farming systems and value Chain
development planning into an enhanced, climate-informed market-oriented SEDP
for each Province of the Project Area; capacity-building at commune, district
and provincial levels for climate-informed SEDP planning and Integration of
climate change concerns Into Provincial five-year SEDPs.
4.2. Component 2 Investing in Sustainable
Livelihoods. The objective of this Component is the scaling-up of the
results of the community-based adaptation research and development in the
agricultural and rural development sector generated under Component 1. The
focus shall be on financing household and community adaptation needs and
adaptation investments in public goods, identified by commune and district authorities
in their SEDPs. Component 2 shall comprise the two following sub-components:
Sub-component 2.1. Rural finance for
resilient livelihoods
This sub-component shall be achieved through the
following activities: (a) Establishment of new Savings and Credit Groups (SCG);
(b) Transformation of credit networks into Microfinance Institutions (MFI); and
(c) Leveraging Capital for adaptation and value chain investment.
(a) Establishment of new Savings and Credit Groups
(SCG), The Project shall support the establishment of new women's SCGs. SCG
membership will focus on poor and near-poor households with particular emphasis
on the inclusion of the women-headed and ethnic minority households.
(b) Transformation of credit networks into
Microfinance Institutions (MFI). The Project will support the transformation of
SCGs networks into MFIs that are registered, sustainable, provincially-based
through a comprehensive support package for the provincial Women's Union and
their associated Women Social Funds. The Project will finance international and
national technical assistance for business planning, on the job training,
capacity-building, a loan management system, required equipment, as well as,
additional capital for each new MFI. Further funding shall be subject to a
review acceptable to the Fund.
(c) Leveraging capital for adaptation and value
chain investment. Activities financed by the Project shall include: the
organization of Provincial Agro-Finance workshops to bring key local and
regional financiers, agro-enterprises, donors, and producers' representatives
together to share information on various types of financing options for value
chain participants in the Province.
Sub-component 2.2. Investing in climate change
adaptation
This sub-component shall be achieved through the
following activities: (a) Community infrastructure for climate change
adaptation; (b) Co-financing for climate change adaptation; and (c)
Public-Private Partnership (PPP) Facility.
(a) Community infrastructure for climate change
adaptation. The Project shall support the establishment of a fund for the
financing of community-based small-scale infrastructure investments for climate
change adaptation such as, potable water supply, sanitation and waste
management, salinity management structures such as small bridges,
disaster-secure access roads and water use efficient irrigation. Infrastructure
Investment proposals shall be identified and prioritized during the annual
commune SEDP process. The PIM shall define the operational modalities of the
fund and the eligibility criteria.
(b) Co-financing for climate change adaptation
shall support households to invest in production systems adapted to climate
change impacts such as inter alia; energy efficient farm equipment and
renewable energy technologies that sustainably increase household incomes to
meet the costs of shifting from annual to perennial cropping systems or other
climate resilient livelihoods.
(c) The Project shall support a facility for the
co-financing of investments by private businesses in support of
climate-sensitive value chain development and rural employment generation. The
PCU-managed facility shall support private sector investments by co-financing
investments in high-quality input supply for, and raw material marketing/processing
of, products from adaptive farming systems, resulting in increased income and
job opportunities amongst poor and near-poor households. A capacity-building
programme for increasing off-farm labour opportunities shall be financed by the
Project. The PIM shall define the operational modalities and eligibility
criteria of the PPP Facility.
4.3. Component 3 Project Management. The
Project shall support the establishment of PCUs at provincial level as well as
the organization and management structure as outlined in Section II below.
II.
Implementation Arrangements
A. Organization and Management
1. Lead Implementing Project Agencies
The respective PPC of the Ben Tre and Tra Vinh
Provinces shall be responsible for the execution of the Project in each
Province. The PPCs shall appoint the Project Directors and Deputy Directors and
shall approve the PIM and annual work plan and budget.
2. Project steering Committees (PSCs)
2.1. Establishment and composition. A PSC
shall be established in each Province of the Project Area by the respective
PPCs. Each PSC shall include Directors or Vice-Directors of concerned
line-departments and chairpersons of mass organizations and representatives
from the private sector.
2.2. Responsibilities. Each PSC shall be
responsible for the strategic management of the Project, and shall provide
advice on overall coordination, orientation and mobilization of resources. Key
decisions under the PPCs' authority shall be endorsed by PSCs before submission
to the PPCs. The PSC shall meet at least once a year and as often as required
and the PCU Project Director shall act as secretary of the PSC.
3. Project Coordination Units (PCUs)
3.1. Establishment. A PCU shall be
established in each Province of the Project Area by each respective PPC. The
PCU shall assist the PSC in coordination of the provincial agencies and in
management of Project financial resources.
3.2. Composition. Each PCU shall include a
Project Director who shall have the authority to sign contracts and other
agreements, a Deputy Director and a Chief Financial Officer/Chief Accountant.
Qualified staff shall be selected according to the Borrower's/Recipient's
applicable procedures acceptable to the Fund. Termination of the contract of
the Project Director and his/her replacement shall be subject to the Fund's
non-objection.
3.3. Responsibilities. The PCU shall report
directly to the PPC and shall be responsible for the following tasks: (a)
ensure coherence of the Project approaches and strategies as well as the
coordination and synergy amongst Project Parties; (b) mobilize resources; (c)
the procurement and contracting for Project activities; (d) financial reporting
and preparation of annual work plans and budget Inclusive of the procurement
plan; (e) preparation of the PIM; (f) Monitoring and Evaluation (M&E)
system and other functions of the operational and financial management of the
Project; (g) management of the PPP Facility in accordance with the criteria
defined in the PIM; (h) approval of the community infrastructure proposals
under sub-component 2.2 (a) In accordance with the criteria defined in the PIM.
4. Climate Change Coordination Office (CCCO) and
Provincial Climate Change Steering Committee (PCCSC)
Responsibilities. The CCCO established in
the Ben Tre Province shall be strengthened and one CCCO shall be established in
the Tra Vinh Province by the Tra Vinh PPC. The CCCOs shall act as secretariats
to the PCCSC and shall be responsible for climate change planning and policy
development for equipping the PPC to engage in evidence based policy
discussions at both Mekong Delta and national levels.
B. Implementation of Components
1. Component 1: Building Adaptive Capacity
The activities in relation to the building of an
evidence base for adaptation shall be implemented by the DARD and Tra Vinh
University with the support of the regional research institute and
international expertise where necessary. Technical experts and service
providers shall be contracted in accordance with this Agreement for the.
Implementation of the study for salinity monitoring. The PCUs shall implement
the knowledge and dissemination activities. The implementation of the
climate-informed socio-economic development planning and policy development
activities shall be the responsibility of respective line agencies (DPI, DARD
and DONRE), and supported by the national Community-Based Disaster Risk
Mitigation programme as well as Non-Governmental Organizations (NGOs) retained
by the PCUs. In all cases the PCUs shall enter into a Memorandum of
Understanding with the respective line agencies outlining roles,
responsibilities and deliverables prior to implementation.
2. Component 2: Investment in Sustainable
Livelihoods
2.1. In both Provinces of the Project Area, the
implementation responsibility for the establishment of new savings and credit
groups shall rest with the Women's Union through their Social Funds with the
support of technical assistance under the overall direction of the PCUs. To
this end, each PCU shall enter into a written arrangement/agreement with the
Women's Union in the form specified in the PIM.
2.2. Community infrastructure for climate change
adaptation and disaster risk reduction. Community infrastructure
investments proposals shall be selected by Communes People's Committees through
the annual SEDP process with the support of the PCUs, district line agencies
and technical assistance if required. In accordance with the modalities
described in the PIM, the PCU shall approve each proposal including the
procurement method.
2.3. Co-financing for climate change adaptation.
The PCUs shall have the responsibility for the implementation of the
activities under the co-financing for climate change adaptation in accordance
with the eligibility and competitive selection criteria detailed in the PIM,
The PCU shall enter into a grant agreement with each beneficiary in accordance
with the small grant agreement model contained in the PIM.
2.4. Public-Private Partnership (PPP) Facility.
The PCUs shall have the responsibility to implement the Facility in accordance
with the criteria defined in the PIM. Each proposal shall be accompanied with
an acceptable business model and financial analysis. Selected proposals shall
be approved by the PSC and PPC of the concerned Province. The PCU shall enter
into a grant agreement with each beneficiary in accordance with the small grant
agreement model contained in the PIM.
3. Component 3: Project Management
The implementation of the Project activities shall
rest with the PCUs guided by the PSCs and the PPCs. This shall include inter
alia entering into arrangements with Women's Unions, line agencies and
contracting partners as appropriate.
C. Additional Implementation Arrangements
1. Inter-provincial coordination.
Inter-provincial meetings shall be held as required to enable cooperation of
climate change adaptation policies and investments, identification of shared
technical assistance providers, inter-provincial value chain planning and
implementation, mutual training among similar staff positions and exchange
visits/workshops for regional replication and up-scaling.
2. Project reviews. The Borrower/Recipient,
the PPCs and the Fund shall jointly conduct the following reviews: two reviews
of Project implementation and achievements, a comprehensive mid-term review
during the third Project Year and a Project Completion Review. The Terms of
Reference and time of the reviews shall be agreed by all parties.
3. Project Implementation Manual (PIM). The
Borrower/Recipient shall request the PCUs to prepare a consolidated draft PIM
acceptable to the Fund. The PIM may be amended or otherwise modified from time
to time only with the prior consent of the Fund. The draft PIM shall include,
among other things:
(a) Terms of reference and implementation
responsibilities of Project staff, consultants and other service providers;
(b) A model written arrangement and/or agreement to
be concluded with each Project Party which shall provide inter alia; the role
and implementation responsibilities of the Project Party, the channelling of
Project funds and the reporting of information related to the implementation of
the Project activities;
(c) Criteria and indicators for the transformation
of the two Social Funds into MFIs, performance appraisal of the Project
professional staff;
(d) The eligibility and selection criteria for the
proposals to be financed under the Public Infrastructure Investment grants
shall be detailed in a competitive small grants manual which shall form an
integral part of the PIM;
(e) The eligibility and selection criteria for the
proposals to be financed under the co-financing for climate change adaptation
shall be detailed in an operations manual for co-financing for climate change
adaptation which shall form an integral part of the PIM;
(f) The eligibility and selection criteria as well
as the operational modalities of the PPP Facility;
(g) Project operational, financial and procurement
procedures, including a small grant agreement model, an accounting software for
bookkeeping and reporting, participatory planning, implementation and
monitoring procedures; and
(h) M&E system and procedures.
3.1. Approval and Adoption. The PPCs shall
cause the PCU to forward the draft PIM to the Fund for comments and non-objection.
The PPCs shall adopt the PIM, substantially in the form approved by the Fund,
and the PPCs shall promptly provide copies thereof to the Fund.
Schedule
2
Allocation
Table
1. Allocation of the Loan and ASAP Grant.
(a) The Table below sets forth the Categories of Eligible Expenditures to be
financed by the Loan and Grant; the allocation of the amounts of the Loan and
Grant to each Category and the percentages of expenditures for items to be
financed in each Category:
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Category
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Loan Amount
Allocated (expressed in SDR)
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Grant Amount
Allocated (expressed in SDR)
|
Loan Amount
Allocated (expressed in SDR)
|
Grant Amount
Allocated (expressed in SDR)
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Percentage of
total expenditures
|
|
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Ben Tre
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Ben Tre
|
Tra Vinh
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Tra Vinh
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I. Works
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1 330 000
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1 340 000
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100% net of taxes,
Government and beneficiaries’ contributions
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II. Equipment and Material
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260 000
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300 000
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260 000
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300 000
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100% net of taxes
|
|
III. Consultancies
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430 000
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1 010 000
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430 000
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1 010 000
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100% net of taxes
|
|
IV. Training
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800 000
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1 610 000
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870 000
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1 610 000
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100% net of taxes
|
|
V. Credit, Guarantee Funds
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1 050 000
|
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1 050 000
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100% net of taxes
|
|
VI.A. Grants and Subsidies A
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1 010 000
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440 000
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1 020 000
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440 000
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70% for IFAD Loan
and 30% for IFAD Grant of total cost net of taxes and beneficiaries'
contributions
|
|
VI.B. Grants and Subsidies B
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580 000
|
|
590 000
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|
100% net of
beneficiaries' contribution
|
|
VII. Operating Costs
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380 000
|
140 000
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350 000
|
140 000
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100% net of taxes
|
|
VIII. Salaries and Allowances
|
560 000
|
-
|
640 000
|
30 000
|
40% of total cost
|
|
Unallocated
|
700 000
|
390 000
|
700 000
|
400 000
|
|
|
TOTAL
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7 100 000
|
3 890 000
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7 250 000
|
3 930 000
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22 170 000
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(b) "Works" under Category I, shall mean
eligible expenditures incurred related to:
(i) Infrastructure works in Component 2. IFAD Loan
will finance 100% net of taxes, government and beneficiaries' contribution.
Beneficiaries shall contribute about 10% in kind or in cash, and the Borrower/Recipient
shall contribute 40% of the total construction costs of public infrastructure
works respectively.
(ii) IFAD Loan will finance 100% net of taxes
(approximately thirty-one thousand United States dollars (USD 31 000) for each
Province) for the PCU office rehabilitation, equipment/material and M&E
under Component 3.
(iii) Design and supervision of infrastructure
works. IFAD Loan will finance 100% net of taxes (approximately USD 0,8 million in
total) for design and supervision of infrastructure works.
(IV) Construction works for establishing shrimp
seed evaluation and certification centre under Component 2 shall be financed by
IFAD Loan 100%.
"Equipment and Material” under Category II,
shall mean eligible expenditures incurred related to:
(i) Equipment and material in Component 1 which
shall be financed by ASAP Grant 100% net of taxes.
(ii) Equipment and material under Component 2 and
Component 3 which shall be financed by IFAD Loan 100% net of taxes.
(iii) One (1) four-wheel drive vehicle in each
Province in the amount of approximately SDR 20 000 for each Province which
shall be financed by IFAD Loan 100% net of taxes.
"Consultancies" under Category III, shall
mean eligible expenditures incurred related to:
(i) Technical assistance, research and studies in
Component 1 and M&E under Component 3 which shall be financed by the ASAP
Grant.
(ii) Except for "Consultancies" financed
by the ASAP Grant, all other technical assistance, research and studies shall
be financed by the IFAD Loan.
"Training" under Category IV, shall mean
eligible expenditures incurred related to:
(i) Training, workshops under Component 1 and on
M&E under Component 3 which shall be financed by the ASAP Grant.
(ii) All other trainings, workshops activities
shall be financed by the IFAD Loan.
"Credit, Guarantee Funds” under Category V,
shall mean eligible expenditures incurred related to microcredit support to
Project beneficiaries through SCGs and Investment Capital for MFIs under
sub-component 2.1 "Rural finance for resillent livelihoods" financed
by IFAD Loan.
"Grants and Subsidies A" under Category
VI.A, shall mean eligible expenditures incurred related to Co-financing for
climate change adaptation under sub-component 2.2, "Investing in climate
change adaptation" financed by IFAD Loan and Grant.
"Grants and Subsidies B" under Category
VI.B, shall mean eligible expenditures incurred related to investment in
support of climate smart value chain development and rural employment generation
under PPP Facility, under sub-component 2.2 financed by IFAD Loan.
"Operating Costs" under Category VII,
shall mean eligible expenditures incurred at all levels for recurrent operating
and maintenance costs in relation to the Project such as unities, vehicle
maintenance, office supplies and audit fees, Except for Climate change
knowledge enhancement under Component 1 and Support to the operation of the Ben
Tre and Tra Vinh CCCOs under Component 2 which shall be financed by the ASAP
Grant, all other operating costs shall be financed by the IFAD Loan.
"Salaries and Allowances" under Category
VIII, shall mean eligible expenditures related to salaries and allowances for
staffing of the Tra Vinh CCCO under Component 1 which shall be financed by the
ASAP Grant (40% of the total cost). 40% of other salaries and allowances for
Tra Vinh, except for staffing of the Tra Vinh CCCO, will be financed by the
IFAD Loan. Salaries and allowances under Category III for Ben Tre will be
financed by IFAD Loan.
(c) Start-up costs. Withdrawals in respect
of expenditures for start-up costs in Categories II, III, IV, VII and VIII
incurred before the satisfaction of the conditions precedent to withdrawal
shall not exceed an aggregate amount of approximately one hundred and twenty
thousand United States dollars (USD 120 000).
GENERAL
CONDITIONS FOR AGRICULTURAL DEVELOPMENT FINANCING
(as amended September 20101)
ARTICLE I - APPLICATION
Section 1.01. Application of General Conditions.
(a) These General Conditions apply to all Financing
Agreements (as such term is defined in Section 2.01). They apply to other
agreements only if an agreement expressly so provides.
(b) lf a particular provision of these General
Conditions does not apply to an Agreement, the Agreement must provide
explicitly that it does not apply.
ARTICLE II - DEFINITIONS
Section 2.01. General Definitions.
The following terms have the following meanings
wherever used in these General Conditions:
"Agreement" means a Financing Agreement or
other agreement subject to these General Conditions.
"Annual Workplan and Budget” or “AWPB” means
the annual workplan and budget for carrying out a Project during a particular
Project Year, which includes the Procurement Plan.
"Borrower”, means the party designated as such
in an Agreement.
“Coercive practice” means impairing or harming, or
threatening to impair or harm, directly or indirectly, any party or the
property of the party to influence improperly the actions of a party.
“Collusive practice” means an arrangement between
two or more parties designed to achieve an improper purpose, including
influencing improperly the actions of another party.
''Cooperating Institution’’ means an institution
designated as such in a Financing Agreement as responsible for the
administration of the Financing and/or the supervision of the implementation of
the Project.
"Cooperation Agreement" means an
agreement or agreements between the Fund and a Cooperating Institution by which
a Cooperating Institution agrees to act as such.
“Corrupt practice” means offering, giving,
receiving or soliciting, directly or indirectly, anything of value to
improperly influence the actions of another party.
“Currency" of a State or a territory means the
currency that is legal tender for the payment of public and private debts in
such State or territory.
“Eligible Expenditure" means an expenditure
that complies with Section 4.08.
"Euro” or “EUR” mean the currency of the
European Monetary Union.
"Financing" means a Loan, a Grant, or a
combination thereof.
“Financing Agreement" means a Project
Financing Agreement or Programme Financing Agreement, pursuant to which the
Fund agrees to extend Financing to the Borrower/Recipient.
“Financing Closing Date“ means the date on which
the right of the Borrower/Recipient to request withdrawals from the Loan
Account and/or Grant Account ends, which is six (6) months after the Project
Completion Date or such later date as the Fund may designate by notice to the
Borrower/Recipient.
“Fiscal Year” means the twelve-month period
designated as such in an Agreement.
“Faudulent practice" means any action or
omission, including a misrepresentation, that knowingly or recklessly misleads,
or attempts to mislead, a party to obtain a financial or other benefit or to
avoid an obligation.
“Freely convertible currency” means any currency so
designated by the Fund at any time.
“Fund" means the International Fund for
Agricultural Development.
“Grant” means a grant extended to a Recipient
pursuant to a Financing Agreement or other Agreement.
"Grant Account" means the account in the
books of the Fund opened in the name of the Recipient to which the amount of
the Grant is credited.
“Guarantee Agreement” means an agreement between a
Member State and the Fund by which such Member State guarantees the performance
of another Agreement.
“Guarantor" means any Member State designated
as such in a Guarantee Agreement.
"IFAD Procurement Guidelines" means the
Procurement Guidelines approved by the Fund's Executive Board in December 2004
(for Financing approved by the Fund's Executive Board prior to September 2010)
or the Project Procurement Guidelines approved by the Fund‘s Executive Board in
September 2010 (for Financing approved by the Fund's Executive Board after September
2010) as such guidelines may be amended by the Fund.2
“IFAD Reference Interest Rate” means the rate
determined periodically by the Fund as its reference rate for the computation
of interest on its Loans.
“Lead Project Agency” means the entity designated
as such in an Agreement, which has overall responsibility for the execution of
a Project.
“Loan” means a loan extended by the Fund to the
Borrower pursuant to a Financing Agreement.
“Loan Account” means the account in the books of
the Fund opened in the name of the Borrower to which the amount of a Loan is
credited.
“Loan Service Payment" means any payment
required or permitted to be made by the Borrower or the Guarantor to the Fund
under a Financing Agreement, including (but not limited to) any payment of the
principal of, or interest or service charge on any Loan.
"Loan Service Payment Currency” means the
freely convertible currency defined as such in a Financing Agreement.
“Member State” means any Member State of the Fund.
“Pound sterling” or “GBP” means the currency of the
United Kingdom of Great Britain and Northern Ireland.
“Procurement Plan" means the Borrower/Recipient’s
Procurement Plan covering the initial eighteen (18) month period of Project
implementation, as the same shall be updated to cover succeeding twelve (12)
month periods.
“Project” means the agricultural development
project or programme described in an Agreement and financed, in whole or in
part, by the Financing.
“Project Account’’ means an account for Project
operations as described in Section 7.02(b).
“Project Agreement" means any agreement
between the Fund and any Project Party relating to the implementation of all or
any part of a Project.
“Project Completion Date" means the date
specified in an Agreement on which the implementation of the Project is to be
completed, or such later date as the Fund may designate by notice to the
Borrower/Recipient.
"Project Implementation Period" means the
period during which the Project is to be carried out, beginning on the date of
entry into force of the Agreement and ending on the Project Completion Date.
“Project Member State" means the Member State
in which the Project is carried out.
“Project Party” means each entity responsible for
the implementation of the Project or any part thereof. The term “Project
Party’’ includes (but is not limited to) the Lead Project Agency and any entity
designated as a Project Party in an Agreement.
“Project Year" means (i) the period beginning
on the date of entry into force of an Agreement and ending on the last day of
the then-current Fiscal Year, and (ii) each period thereafter beginning on the
first day of the Fiscal Year and ending on the last day thereof, provided,
however, that if the date of entry into force of the Agreement falls after the
midpoint of the Fiscal Year, Project Year 1 shall continue through the
following Fiscal Year.
“Recipient” means the party designated as such in
an Agreement.
“SDR Equivalent” means, with respect to any amount
expressed in any currency at the time of determination, the equivalent of such
amount in SDR, as determined by the Fund in accordance with Article 5.2(b) of
the Agreement Establishing IFAD.
“Special Drawing Rights” or "SDR” mean special
drawing rights as valued from time to time by the International Monetary Fund
in accordance with its Articles of Agreement.
“Subsidiary Agreement" means any agreement or
arrangement by which (i) the whole or part of the proceeds of the Financing are
made available to a Project Party and/or (ii) a Project Party undertakes to
carry out the Project, in whole or in part.
“Target Population” means the group of people
intended to benefit from a Project.
“Taxes" means all imposts, levies, fees, tariffs
and duties of any kind imposed, levied, collected, withheld or assessed by or
in the territory of the Project Member State at any time.
“US dollar” or “USD” means the currency of the
United States of America.
“Value Date” means, in respect of any withdrawal
from the Loan Account, the date on which such withdrawal is deemed made in
accordance with Section 4.06 and, in respect of any Loan Service Payment,, the
date on which such Loan Service Payment is deemed made in accordance with
Section 5.04.
“Yen” or "JPY" means the currency of
Japan.
Section 2.02. Use of Terms.
As used in these General Conditions and any
Agreement, except as the context otherwise requires, terms in the singular
include the plural, terms in the plural include the singular, and masculine
pronouns include the feminine.
Section 2.03. References and Headings.
Unless otherwise indicated, references in these
General Conditions to Articles or Sections refer to Articles or Sections of
these General Conditions. The headings of the Articles and Sections and in the
Table of Contents of these General Conditions are given for convenience of
reference only and do not form an integral part of these General Conditions.
ARTICLE III - THE COOPERATING INSTITUTION
Section 3.01. Appointment of the Cooperating
Institution.
A Financing Agreement may provide that a
Cooperating Institution will be appointed to administer the Financing and
supervise the Project.
Section 3.02. Responsibilities of the
Cooperating Institution.
If appointed, the Cooperating Institution shall be
responsible for:
(a) facilitating Project implementation by
assisting the Borrower/Recipient and the Project Parties in interpreting and
complying with the Financing Agreement;
(b) reviewing the Borrower/Recipient’s withdrawal
applications to determine the amounts which the Borrower/Recipient is entitled
to withdraw from the Loan and/or Grant Account;
(c) reviewing and approving on a no-objection basis
the procurement of goods, civil works and services for the Project financed by
the Financing;
(d) monitoring compliance with the Financing
Agreement, bringing any substantial non- compliance to the attention of the
Fund and recommending remedies therefor; and
(e) carrying out such other functions to administer
the Financing and supervise the Project as may be set forth in the Cooperation
Agreement.
Section 3.03. Cooperation Agreement.
If a Cooperating Institution is appointed, the Fund
shall enter into a Cooperation Agreement with the Cooperating Institution setting
forth the terms and conditions of its appointment.
Section 3.04. Actions by the Cooperating
Institution.
Any action by the Cooperating Institution in
accordance with a Cooperation Agreement shall be regarded and treated by the
Borrower/Recipient, the Guarantor and the Project Parties as an action taken by
the Fund.
Section 3.05. Cooperation by the Borrower/Recipient and the Project Parties.
The Borrower/Recipient, the Guarantor and the
Project Parties shall take all necessary or appropriate steps to enable the
Cooperating Institution to carry out its responsibilities smoothly and
effectively.
ARTICLE IV - LOAN ACCOUNT AND WITHDRAWALS
Section 4.01. Loan and Grant Accounts.
Upon the entry into force of a Financing Agreement,
the Fund shall open a Loan Account and/or a Grant Account in the name of the
Borrower/Recipient and credit the principal amounts of the Loan and the Grant
respectively thereto.
Section 4.02. Withdrawals from the Loan and
Grant Accounts.
(a) Between the date of entry into force of the
Agreement and the Financing Closing Date, the Borrower/Recipient may request
withdrawals from the Loan Account and/or Grant Account of amounts paid or to be
paid for Eligible Expenditures. The Fund shall notify the Borrower/Recipient of
the minimum amount for withdrawals.
(b) No withdrawal shall be made from the Loan and/or
Grant Accounts until the first AWPB has been approved by the Fund and the Fund
has determined that all other conditions specified in the Financing Agreement
as additional general conditions precedent to withdrawal have been fulfilled.
The Financing Agreement may also establish additional specific conditions
precedent to withdrawal applicable to particular categories or activities.
Withdrawals to meet the costs of starting up the Project may be made from the
date of entry into force of the Agreement, subject to any limits established in
the Financing Agreement.
Section 4.03. Special Commitments.
Upon the Borrower/Recipient’s request, the Fund may
agree to make an irrevocable commitment to pay amounts necessary to guarantee a
Letter of Credit used to finance Eligible Expenditures (a “Special Commitment”)
on such terms and conditions as the Borrower/Recipient and the Fund may agree.
Section 4.04. Applications for Withdrawal, or
Special Commitment.
(a) When the Borrower/Recipient wishes to request a
withdrawal from the Loan and/or Grant Accounts or a Special Commitment, the
Borrower/Recipient shall deliver to the Fund an application in the form
specified therefor by the Fund, together with such documents and other evidence
in support of such application as the Fund shall reasonably request.
(b) The Borrower/Recipient shall furnish to the
Fund satisfactory evidence of the authority of the person or persons authorised
to sign such applications and the authenticated specimen signature of each such
person.
(c) Each such application, and the accompanying
documents and other evidence, must be sufficient to satisfy the Fund that the
Borrower/Recipient is entitled to such withdrawal or Special Commitment.
(d) lf the Borrower/Recipient requests a withdrawal
from the Loan and/or Grant Accounts for amounts to be paid thereafter for
Eligible Expenditures, the Fund may, before transferring such amount to the
Borrower/Recipient, require that the Borrower/Recipient provide evidence
satisfactory to the Fund showing that previous withdrawals have been properly
spent for Eligible Expenditures. The Fund may place reasonable limits on the
amount that the Borrower/Recipient may withdraw in advance or the overall
balance of such advance withdrawals, and may require that such amounts be held
in a freely convertible currency and/or be held in an account designated for
that purpose in a bank acceptable to the Fund.
Section 4.05. Transfer by the Fund.
Upon receipt of an authenticated and satisfactory
application for withdrawal from the Borrower/Recipient, the Fund shall transfer
to the account specified by the Borrower/Recipient the amount specified
therein.
Section 4.06. Value Dates of Withdrawals.
A withdrawal shall be deemed made as of the day on
which the relevant financial institution debits the account of the Fund chosen
for the purpose of disbursing such withdrawal.
Section 4.07. Allocations and Reallocations of
Financing Proceeds.
(a) A Financing Agreement may allocate the amount
of the Financing to categories of Eligible Expenditures and specify the
percentages of such Eligible Expenditures to be financed by the Financing.
(b) The Fund shall monitor the uses of the
Financing in order to determine when the allocation to a category has been
depleted or is about to be depleted.
(c) lf the Fund determines that the amount of the
Financing allocated in the Financing Agreement to a category of Eligible
Expenditures is or will be insufficient, the Fund may, by notice to the
Borrower/Recipient:
(i) reallocate to such category amounts of the
Financing allocated to another category to the extent required to meet the
estimated shortfall; and/or
(ii) if such reallocation will not fully meet the
estimated shortfall, reduce the percentage of such Eligible Expenditures to be
financed by the Financing.
Section 4.08. Eligible Expenditures.3
(a) The Financing shall be used exclusively to
finance expenditures meeting each of the following eligibility requirements:
(i) The expenditure shall meet the reasonable cost
of goods, works and services required for the Project and covered by the
relevant AWPB and procured in conformity with the Fund's Procurement
Guidelines.
(ii) The expenditure shall be incurred during the
Project Implementation Period, except that expenditures to meet the costs of
winding up the Project may be incurred after the Project Completion Date and
before the Financing Closing Date.
(iii) The expenditure shall be incurred by a
Project Party.
(iv) If the Agreement allocates the amount of the
Financing to categories of Eligible Expenditures and specifies the percentages
of such Eligible Expenditures to be financed by the Financing, the expenditure
must relate to a category whose allocation has not been depleted, and shall be
eligible only up to the percentage applicable to such category.
(v) The expenditure shall be otherwise eligible in
accordance with the terms of the Financing Agreement.
(b) The Fund may from time to time exclude certain
types of expenditure from eligibility.
(c) Any payment prohibited by a decision of the
United Nations Security Council taken under Chapter VII of the Charter of the
United Nations, shall not be eligible for financing by the Financing.
(d) Any payments to a person or an entity, or for
any goods, works or services, if making or receiving such payment constitutes a
coercive, collusive, corrupt or fraudulent practice by any representative of
the Borrower/Recipient or any Project Party, shall not be eligible for
financing by the Financing.
Section 4.09. Refund of Withdrawals.
lf the Fund determines that any amount withdrawn
from the Loan and/or Grant Accounts was not used for the purposes indicated or
will not be needed there after to finance Eligible Expenditures, the Borrower/Recipient
shall promptly refund such amount to the Fund upon instruction by the Fund.
Except as the Fund shall otherwise agree, such refund shall be made in the
currency used by the Fund to disburse such withdrawal. The Fund shall credit
the Loan and/or Grant Accounts by the SDR Equivalent of the amount so refunded.
ARTICLE V - LOAN SERVICE PAYMENTS
Section 5.01. Lending Terms.4
Loans provided by the Fund shall be given on highly
concessional, intermediate or ordinary terms, as specified in the Financing
Agreement:
(a) Highly Concessional Terms: Loans granted on
highly concessional terms shall be free of interest but bear a service charge
of three fourths of one per cent (0.75%) per annum payable semi-annually in the
Loan Service Payment Currency, and shall have a maturity period of forty (40)
years, including a grace period of ten (10) years starting from the date of
approval of the Loan by the Fund’s Executive Board.
(b) Hardened Terms: Loans granted on hardened terms
shall be free of interest but bear a service charge of three fourths of one per
cent (0.75%) per annum payable semi-annually in the Loan Service Payment
Currency, and shall have a maturity period of twenty (20) years, including a
grace period of ten (10) years starting from the date of approval of the Loan
by the Fund’s Executive Board.
(c) Intermediate Terms: Loans granted on
intermediate terms shall be subject to interest on the principal amount of the
Loan outstanding at a rate of one half of the IFAD Reference Interest Rate
payable semi-annually in the Loan Service Payment Currency, and shall have a
maturity period of twenty (20) years, including a grace period of five (5)
years starting from the date that the Fund has determined that all general
conditions precedent to withdrawal have been fulfilled in accordance with
section 4.02(b).
(d) Ordinary Terms: Loans granted on ordinary terms
shall be subject to interest on the principal amount of the Loan outstanding at
a rate equal to the IFAD Reference Interest Rate, payable semi-annually in the
Loan Service Payment Currency, and shall have a maturity period of fifteen (15)
to eighteen (18) years, including a grace period of three (3) years starting
from the date that the Fund has determined that all general conditions
precedent to withdrawal have been fulfilled in accordance with section 4.02(b).
(e) Interest and service charge shall accrue on the
outstanding principal amount of the Loan and shall be computed on the basis of
a 360-day year of twelve 30-day months. The Fund shall provide the Borrower
with a statement of interest and service charge due at least four (4) weeks
prior to the date upon which payment is to be made.
(f) The Fund shall publish the IFAD Reference
Interest Rate applicable in each interest period.
(g) During the grace period, interest and service
charge shall accrue on the outstanding principal amount of the Loan and shall
be payable semi-annually, but no payments of principal shall be due.
Section 5.02. Repayments and Prepayments of
Principal.
(a) The Borrower shall repay the aggregate
principal amount of the Loan withdrawn from the Loan Account in semi-annual
instalments, calculated over the maturity period minus the grace period. The
Fund shall inform the Borrower of the dates and amounts of the payments as soon
as possible after the start of the period of maturity of the Loan.
(b) The Borrower shall have the right to prepay all
or any part of the principal amount of the Loan, provided that the Borrower
pays all accrued and unpaid interest and service charges on the amount to be
prepaid which are due as of the prepayment date. All prepayments shall be
credited first against any outstanding interest and service charge and then
against the remaining Loan instalments.
(c) Any partial cancellation of the Loan shall be
applied pro rata to any remaining payment instalments of the principal amount
of the Loan. The Fund shall notify the Borrower of such application, specifying
the dates and amounts of the remaining instalments after giving effect thereto.
Section 5.03. Manner and Place of Payment.
All Loan Service Payments shall be paid to such
account or accounts in such bank or other financial institution as the Fund may
designate by notice to the Borrower.
Section 5.04. Value Dates of Loan Service
Payments.
Loan Service Payments shall be deemed made as of
the day on which the relevant financial institution credits the account of the
Fund designated therefor.
ARTICLE VI - CURRENCY PROVISIONS
Section 6.01. Currencies for Withdrawals.
(a) Withdrawals from the Loan and/or Grant Accounts
shall be made in the respective currencies in which expenditures to be financed
out of the proceeds of the Financing have been paid or are payable, or in such
currency or currencies as the Fund may select.
(b) The Loan and/or Grant Accounts shall be debited
by the SDR Equivalent of the amount withdrawn determined as of the value date
of withdrawal. If the currency of withdrawal has been purchased by the Fund
with another currency, the Loan and/or Grant Accounts shall be debited by the
SDR Equivalent of the amount of such other currency.
Section 6.02. Loan Service Payment Currency.
All Loan Service Payments shall be made in the Loan
Service Payment Currency specified in the Financing Agreement. The amount of
any Loan Service Payment shall be the equivalent in Loan Service Payment
Currency, as of the due date, of the SDR amount of such Loan Service Payment,
as determined by the Fund in accordance with Article 5, Section 2(b) of the Agreement
Establishing IFAD.
Section 6.03. Valuation of Currencies.
Whenever it is necessary to determine the value of
one currency in terms of another, the Fund shall determine such value in
accordance with Article 5, Section 2(b) of the Agreement Establishing IFAD.
ARTICLE VII - IMPLEMENTATION OF THE PROJECT
Section 7.01. Project implementation.
(a) The Borrower and each of the Project Parties
shall carry out the Project:
(i) with due diligence and efficiency;
(ii) in conformity with appropriate administrative,
engineering, financial, economic, operational, environmental and agricultural
development practices (including rural development practices) and good
governance;
(iii) in accordance with plans, design standards,
specifications, procurement and work schedules and construction methods agreed
by the Borrower/Recipient and the Fund;
(iv) in accordance with the provisions of the
relevant Agreement, the AWPBs, and the Procurement Plan;
(v) in accordance with the policies, criteria and
regulations relating to agricultural development financing laid down from time
to time by the Governing Council and Executive Board of the Fund; and
(vi) so as to ensure the sustainability of its
achievements over time.
(b) (i) Projects shall be implemented on the basis
of an Annual Workplan and Budget (AWPB), The Lead Project Agency shall prepare
a draft Project AWPB for each Project based, to the extent appropriate, on the
draft AWPBs prepared by the various Project Parties. Each draft Project AWPB
shall include, among other things, a detailed description of planned Project
activities during the coming Project Year, a Procurement Plan, and the sources
and uses of funds.
(ii) Before each Project Year, the Lead Project
Agency shall, if required, submit the draft Project AWPB to the oversight body
designated by the Borrower/Recipient for its review. When so reviewed, the Lead
Project Agency shall submit the draft Project AWPB to the Fund for comments no
later than sixty (60) days before the beginning of the relevant Project Year.
lf the Fund does not comment on the draft Project AWPB within thirty (30) days
of receipt, the AWPB shall be deemed acceptable to the Fund.
(iii) The Lead Project Agency shall adopt the
Project AWPB in the form accepted by the Fund.
(iv) The Lead Project Agency may propose
adjustments in the Project AWPB during the relevant Project Year, which shall
become effective after acceptance by the Fund.
Section 7.02. Availability of Financing
Proceeds.
(a) The Borrower/Recipient shall make the proceeds
of the Financing available to the Project Parties upon terms and conditions
specified in the Financing Agreement or otherwise approved by the Fund for the
purpose of carrying out the Project.
(b) The Financing Agreement may provide that the
Borrower/Recipient open and maintain one or more Project Accounts for Project
operations in a bank acceptable to the Fund, and shall identify the Project
Party responsible for operating such account or accounts. The operation of such
accounts, unless otherwise specified in the Financing Agreement, shall be
performed in accordance with the applicable rules and regulations of the
Project Party responsible therefor.
Section 7.03. Availability of Additional
Resources.
(a) In addition to the proceeds of the Financing,
the Borrower/Recipient shall make available to the Project Parties such funds,
facilities, services and other resources as may be required to carry out the
Project in accordance with Section 7.01.
(b) In addition to the proceeds of the Financing,
the Financing Agreement may provide that the Borrower/Recipient shall make
available to the Project Parties during the Project Implementation Period
counterpart funds from its own resources in accordance with its customary
national procedures for development assistance.
Section 7.04. Coordination of Activities.
In order to ensure that the Project is carried out
in accordance with Section 7.01, the Borrower/ Recipient shall ensure that the
relevant activities of its ministries, departments and agencies, and those of
each Project Party, are conducted and coordinated in accordance with sound
administrative policies and procedures.
Section 7.05. Procurement.
(a) Procurement of goods, works and services
financed by the Financing shall be carried out in accordance with the
provisions of the Borrower/Recipient’s procurement regulations, to the extent
such are consistent with the IFAD Procurement Guidelines. Each Procurement Plan
shall identify procedures which must be implemented by the Borrower/Recipient
in order to ensure consistency with the IFAD Procurement Guidelines.
(b) By notice to the Borrower/ Recipient, the Fund
may require that all bidding documents and contracts for procurement of goods,
works and services financed by the Financing include provisions requiring
bidders, suppliers, contractors, sub-contractors and consultants to:
(i) allow full inspection by the Fund of all bid
documentation and related records;
(il) maintain all documents and records related to
the bid or contract for three years after completion of the bid or contract;
and
(iii) cooperate with agents or representatives of
the Fund carrying out an audit or investigation.
Section 7.06. Use of Goods and Services.
All goods, services and buildings financed by the
Financing shall be used exclusively for the purposes of the Project.
Section 7.07. Maintenance.
The Borrower/Recipient shall ensure that all
facilities and civil works used in connection with the Project shall at all
times be properly operated and maintained and that all necessary repairs of
such facilities shall be made promptly as needed.
Section 7.08. Insurance.
(a) The Borrower/Recipient or the Lead Project
Agency shall insure all goods and buildings used in the Project against such
risks and in such amounts as shall be consistent with sound commercial
practice.
(b) The Borrower/Recipient or the Lead Project
Agency shall insure the goods imported for the Project which are financed by
the Financing against hazards incident to the acquisition, transportation and
delivery thereof to the place of use or installation in accordance with sound
commercial practice.
Section 7.09. Subsidiary Agreements.
(a) The Borrower/Recipient shall ensure that no Project
Party shall enter into any Subsidiary Agreement, or consent to any modification
thereof, inconsistent with the Financing Agreement or the Project Agreement.
(b) The Borrower/Recipient and each Project Party
shall exercise its rights under any Subsidiary Agreement to which it is party
to ensure that the interests of the Borrower/Recipient and the Fund are fully
protected and the Project is carried out in accordance with Section 7.01.
(c) No provision of any Subsidiary Agreement to
which the Borrower/Recipient is a party shall be assigned, waived, suspended,
abrogated, amended or otherwise modified without the prior consent of the Fund.
(d) The Borrower/Recipient shall bear any foreign
exchange risk under any Subsidiary Agreement to which it is party, unless
otherwise agreed by the Fund.
Section 7.10. Performance of the Agreements.
(a) The Borrower/Recipient shad be fully
responsible to the Fund for the due and timely performance of all obligations
ascribed to it, the Lead Project Agency and all other Project Parties under any
Agreement. To the extern any Project Party enjoys legal personality separate
from the Borrower/Recipient, any reference to an obligation of such Project
Party in an Agreement shall be deemed an obligation of the Borrower/Recipient to
ensure that such Project Party performs such obligation. The acceptance by any
Project Party of any obligation ascribed to it in an Agreement shall not affect
the responsibilities and obligations of the Borrower/Recipient.
(b) The Borrower/Recipient shall take all necessary
or appropriate action within its powers to enable and assist the Lead Project
Agency and any other Project Party to perform its obligations under an
Agreement. The Borrower/Recipient shall not take, and shall not permit any
third party to take, any action that would interfere with such performance.
Section 7.11. Key Project Personnel.
The Borrower/Recipient or the Lead Project Agency
shall appoint the Project Director and all other Key Project personnel in the
manner specified in the Agreement or otherwise approved by the Fund. All key
Project personnel shall have qualifications and experience specified in the
Agreement or otherwise approved by the Fund. The Borrower/Recipient shall
exercise best efforts to ensure continuity in key Project personnel throughout
the Project Implementation Period. The Borrower/ Recipient or the Lead Project
Agency shall insure key Project personnel against health and accident risks to
the extent consistent with sound commercial practice or its customary practice
in respect of its national civil service, whichever is appropriate.
Section 7.12. Project Parties.
Each Project Party shall, as required to carry out
the Project in accordance with Section 7.01:
(a) promptly take all necessary or appropriate action
to maintain its corporate existence and to acquire, maintain and renew its
rights, properties, powers, privileges and franchises;
(b) employ competent and experienced management and
personnel;
(c) operate, maintain and replace its plant,
equipment and other properties; and
(d) not sell, lease or otherwise dispose of any of
the Project's assets, except in the normal course of business or as agreed by
the Fund.
Section 7.13. Allocation of Project Resources.
The Borrower/Recipient and the Project Parties
shall ensure that the resources and benefits of the Project, to the fullest
extent practicable, are allocated among the Target Population using gender
disaggregated methods.
Section 7.14. Environmental Factors.
The Borrower/Recipient and the Project Parties
shall take all reasonable measures to ensure that the Project is carried out
with due diligence in regard to environmental factors and in conformity with
national environmental laws and any international treaties to which the Project
Member State may be party. In particular, the Project Parties shall maintain
appropriate pest management practices under the Project and, to that end, shall
comply with the principles of the International Code of Conduct on the
Distribution and Use of Pesticides of the Food and Agriculture Organisation of
the United Nations (FAO), as amended, and ensure that pesticides procured under
the Project do not include any pesticide formulation which would be classified
as Extremely Hazardous (Class la) or Highly Hazardous (Class Ib) according to The
WHO Recommended Classification of Pesticides by Hazard, as amended.
Section 7.15. Relending Rates.
During the Project implementation Period, the
Borrower/Recipient and the Fund shall periodically review the interest rates
applicable to any credits extended to members of the Target Population which
are financed (directly or indirectly) by the Financing. These reviews shall be
conducted jointly with the objective of reaching or maintaining positive
interest rates over time. The Borrower/Recipient shall take any appropriate
measures, consistent with its policies and the Fund's policies, to achieve that
objective. Among such measures, the Borrower/Recipient and each Project Party
extending such credits shall endeavour to minimise its costs. For purposes of
this Section, the term “positive interest rate" means, in respect of any
credit extended by any Project Party, an interest rate which, after giving
effect to inflation, permits such Project Party to recover its costs and
achieve sustainability.
Section 7.16. Project Completion
The Borrower/Recipient shall ensure that the
Project Parties complete the implementation of the Project by the Project
Completion Date. The Fund and the Borrower/Recipient shall agree on the
disposition of the assets of the Project upon its completion.
ARTICLE VIII - IMPLEMENTATION REPORTING AND
INFORMATION
Section 8.01. Implementation Records.
The Borrower/Recipient shall ensure that the
Project Parties maintain records and documents adequate to reffect their
operations in implementing the Project (including, but not limited to, copies
or originals of all correspondence, minutes of meetings and all documents
relating to procurement) until the Project Completion Date, and shall retain
such records and documents for at least ten (10) years thereafter
Section 8.02. Monitoring of Project
Implementation.
The Lead Project Agency shall:
(a) establish and thereafter maintain an
appropriate information management system in accordance with the Fund’s Guide
for Project Monitoring and Evaluation with which it shall continuously
monitor the Project;
(b) during the Project Implementation Period,
gather all data and other relevant information (including any and all
information requested by the Fund) necessary to monitor the progress of the
implementation of the Project and the achievement of its objectives; and
(c) during the Project Implementation Period and
for at least ten (10) years thereafter, adequately store such information, and,
promptly upon request, make such information available to the Fund and its
representatives and agents.
Section 8.03. Progress Report and Mid-Term
Reviews.
(a) The Lead Project Agency, or other party so
designated in the relevant Agreement, shall furnish to the Fund periodic
progress reports on the Project, in such form and substance as the Fund shall
reasonably request. At a minimum, such reports shall address (i) quantitative
and qualitative progress made in implementing the Project and achieving its
objectives, (ii) problems encountered during the reporting period, (iii) steps
taken or proposed to be taken to remedy these problems, and (iv) the proposed
programme of activities and the progress expected during the following
reporting period.
(b) lf specified in an Agreement, the Lead Project
Agency and the Fund shall jointly carry out a review of Project implementation
no later than the midpoint of the Project Implementation Period (the
"Mid-Term Review”) based on terms of reference prepared by the Lead
Project Agency and approved by the Fund. Among other things, the Mid-Term
Review shall consider the achievement of Project objectives and the constraints
thereon, and recommend such reorientation as may be required to achieve such
objectives and remove such constraints.
(c) The Borrower/Recipient shall ensure that the
recommendations resulting from the Mid-Term Review are implemented within the
specified time therefor and to the satisfaction of the Fund. Such
recommendations may result in modifications to the Agreement or cancellation of
the Financing.
Section 8.04. Completion Report.
As promptly as possible after the Project
Completion Date but in any event no later than the Financing Closing Date, the
Borrower/Recipient shall furnish to the Fund a report on the overall
implementation of the Project, in such form and substance as may be specified
in the Financing Agreement or as the Fund shall reasonably request. At a
minimum, such report shall address (i) the costs and benefits of the Project,
(ii) the achievement of its objectives, (iii) the performance by the Borrower/Recipient,
the Project Parties, the Fund of their respective obligations under the
Agreement and (iv) lessons learned from the foregoing.
Section 8.05. Plans and Schedules.
The Project Parties shall furnish to the Fund
promptly upon their preparation, such plans, design standards, reports,
contract documents, specifications and schedules relating to the Project, and
any material modifications subsequently made therein.
Section 8.06. Other Implementation Reports and
lnformation.
In addition to the reports and information required
by the foregoing provisions of this Article:
(a) The Borrower/Recipient and the Project Parties
shall promptly furnish to the Fund such other reports and information as the
Fund shall reasonably request on any matter relating to the Project or any
Project Party.
(b) The Borrower/Recipient and the Project Parties
shall promptly inform the Fund of any condition that interferes with, or
threatens to interfere with, the implementation of the Project or the achievement
of its objectives. In particular, the Borrower/Recipient and the Project
Parties shall promptly notify the Fund of any allegations of fraud and/or
corruption that are received in relation to any of the Project activities.
ARTICLE IX - FINANCIAL REPORTING AND INFORMATION
Section 9.01. Financial Records.
The Project Parties shall maintain separate
accounts and records in accordance with consistently maintained appropriate
accounting practices adequate to reflect the operations, resources and expenditures
related to the Project until the Financing Closing Date, and shall retain such
accounts and records for at least ten (10) years thereafter.
Section 9.02. Financial Statements.
The Borrower/Recipient shall deliver to the Fund
detailed financial statements of the operations, resources and expenditures
related to the Project for each Fiscal Year prepared in accordance with
standards and procedures acceptable to the Fund and deliver such financial
statements to the Fund within four (4) months of the end of each Fiscal Year.
Section 9.03. Audit of Accounts.
The Borrower/Recipient shall:
(a) each Fiscal Year, have the accounts relating to
the Project audited in accordance with auditing standards acceptable to the
Fund and the Fund’s Guidelines on Project Audits (for Borrowers’ Use) by
independent auditors acceptable to the Fund;
(b) within six (6) months of the end of each Fiscal
Year, furnish to the Fund a certified copy of the audit report. The Borrower/Recipient
shall submit to the Fund the reply to the management letter of the auditors
within one month of receipt thereof;
(c) If the Borrower/Recipient does not timely
furnish any required audit report in satisfactory form and the Fund determines
that the Borrower/Recipient is unlikely to do so within a reasonable period,
the Fund may engage independent auditors of its choice to audit the accounts
relating to the Project. The Fund may finance the cost of such audit by
withdrawal from the Loan and/or Grant Accounts.
Section 9.04. Other Financial Reports and
information.
In addition to the reports and information required
by the foregoing provisions of this Article:
(a) The Borrower/Recipient and the Project Parties
shall promptly furnish to the Fund such other reports and information as the
Fund shall reasonably request on any financial matter relating to the Financing
or the Project or any Project Party.
(b) The Borrower/Recipient and the Guarantor shall
promptly inform the Fund of any condition that interferes with, or threatens to
interfere with, the maintenance of Loan Service Payments.
(c) The Project Member State shall promptly furnish
to the Fund all information that the Fund may reasonably request with respect
to financial and economic conditions in its territory, including its balance of
payments and its external debt.
ARTICLE X - COOPERATION
Section 10.01. Cooperation, Generally.
The Fund, the Cooperating Institution and each
Project Party shall cooperate fully to ensure that the objectives of the
Project are achieved.
Section 10.02. Exchange of Views.
The Fund, the Borrower/Recipient and the Lead
Project Agency shall, from time to time at the request of any one of them,
exchange views on the Project, the Financing, or any Project Party.
Section 10.03. Visits, Inspections and
Enquiries.
The Borrower/Recipient and the Project Parties
shall enable agents and representatives of the Fund from time to time to:
(a) visit and inspect the Project, including any
and all sites, works, equipment and other goods used for Project-related
purposes;
(b) examine the originals and take copies of any
data, accounts, records and documents relevant to the Financing, the Project,
or any Project Party; and
(c) visit, communicate with and make enquiries of
all Project personnel and any staff member of any Project Party.
Section 10.04. Audits Initiated by the Fund.
The Borrower/Recipient and the Project Parties
shall permit auditors designated by the Fund to audit the records and accounts
relating to the Project. The Borrower/Recipient and the Project Parties shall
cooperate fully with any such audit and accord the auditors the full rights and
privileges of agents or representatives of the Fund under Section 10.03. With
the exception of audits carried out in accordance with Section 9.03(c), the
Fund shall bear the cost of such audits.
Section 10.05. Evaluations of the Project.
(a) The Borrower/Recipient and each Project Party
shall facilitate all evaluations and reviews of the Project that the Fund may
carry out during the Project Implementation Period and for ten (10) years
thereafter.
(b) As used in this Section, the term
“facilitate", in addition to full compliance with Articles VIII, IX and
this Article X in respect of such evaluations and reviews, includes providing
timely logistical support by making available Project personnel and equipment
and promptly taking such other action as the Fund may request in connection
with such evaluations and reviews, but does not include, incurring
out-of-pocket expenses.
Section 10.06. Country Portfolio Reviews.
The Project Member State shall permit the agents
and representatives of the Fund, in consultation with the Project Member State,
to enter its territory from time to time to exchange views with such persons,
visit such sites, and examine such data, records and documents as the Fund may
reasonably request in order to carry out a general review of all projects and
programmes financed, in whole or in part, by the Fund in its territory and all
financing extended by the Fund to the Project Member State. The Project Member
State shall ensure that all concerned parties cooperate fully in such review.
ARTICLE XI - TAXATION
Section 11.01. Taxation.
(a) The Financing and all Loan Service Payments
shall be exempt from all Taxes, and all Loan Service Payments shall be made
free and clear of Taxes.
(b) The Agreement shall be exempt from any Taxes on
signature, delivery or registration.
(c) The use of any proceeds of the Financing to pay
for Taxes is subject to the Fund's policy of requiring economy and efficiency
in the use of its Financing. Therefore, if the Fund at any time determines that
the amount of any such Tax is excessive, discriminatory or otherwise
unreasonable, the Fund may, by notice to the Borrower/Recipient, reduce the
percentages of Eligible Expenditures to be financed by the Financing which are
specified in the Financing Agreement.
Section 11.02. Tax Refunds.
If the Fund determines at any time that any amount
of Financing proceeds have been used to pay Taxes that it has determined to be
excessive, discriminatory or otherwise unreasonable, it may require the
Borrower/Recipient, by written notice, to refund such amount promptly to the
Fund. Upon receipt thereof, the Fund shall credit the Loan and/or Grant
Accounts in the amount of such refund.
ARTICLE XII - REMEDIES OF THE FUND
Section 12.01. Suspension by the Fund.
(a) Whenever any of the following events has
occurred and is continuing, the Fund may suspend, in whole or in part, the
right of the Borrower/Recipient to request withdrawals from the Loan and/or
Grant Accounts:
(i) The Borrower has failed to make any Loan
Service Payment when due, whether or not the Guarantor or any other third party
has made such Loan Service Payment.
(ii) The Borrower/Recipient has failed to make any
payment due under any other Financing Agreement, Guarantee Agreement, or other
financial obligation of any kind of the Borrower/Recipient to the Fund, whether
or not any third party has made such payment.
(iii) The Guarantor has failed to make any Loan
Service Payment when due.
(iv) The Guarantor has failed to make any payment
due under any other Financing or Guarantee Agreement between the Guarantor and
the Fund, or other financial obligation of any kind of the Guarantor to the
Fund.
(v) The Fund has determined that the Project has
tailed to fulfil, or is unlikely to fulfil in a timely manner, its purposes as
stated in the Agreement.
(vi) The Fund has determined that a situation has
arisen which may make it improbable that the Project can be successfully
carried out or that any Project Party will be able to perform any of its
obligations under any Agreement.
(vii) The Project Member State has been suspended
from membership in the Fund or ceased to be a Member State; or the Project
Member State has delivered a notice of its intention to withdraw from the Fund.
(viii) Any representation made by the Borrower/Recipient,
the Guarantor, or any Project Party in any Agreement, or any statement
furnished in connection therewith and relied upon by the Fund in making the
Financing, is incorrect or misleading in any material respect.
(ix) If the Borrower/Recipient is not a Member
State, the Fund has determined that any material adverse change in the
condition of the Borrower/Recipient has occurred.
(x) Either the Borrower/Recipient or the Guarantor
has been unable to pay its debts generally as they come due.
(xi) Any competent authority has taken action for
the dissolution of the Lead Project Agency or suspension of its operations.
(xii) Any competent authority has taken action for
the dissolution of any Project Party (other than the Lead Project Agency) or
suspension of its operations, and the Fund has determined that such dissolution
or suspension is likely to have a material adverse effect on the Project.
(xiii) The Borrower/Recipient has failed to make
any funds, facilities, services and other resources available to the Project
Parties in accordance with Sections 7.02 or 7.03.
(xiv) The Fund has not received any audit report or
other document referred to in Article VIII (Implementation Reporting and
Information) or Article IX (Financial Reporting and Information) within the
time prescribed therefor in the Agreements, or the audit report is not fully
satisfactory to the Fund, or the Borrower/Recipient or any other Project Party
has otherwise failed to perform its obligations under Article VIII or IX.
(xv) The Lead Project Agency or any other Project
Party has tailed to perform any of its obligations under a Project Agreement.
(xvi) The Borrower/Recipient or the Lead Project
Agency has failed to perform any of its obligations under any Subsidiary
Agreement.
(xvii) Any Project Party (other than the Lead
Project Agency) has failed to perform any of its obligations under any
Subsidiary Agreement, and the Fund has determined that such failure has had, or
is likely to have, a material adverse effect on the Project.
(xviii) Any Subsidiary Agreement or any provision
thereof has been assigned, waived, suspended, terminated, amended or otherwise
modified without the prior consent of the Fund, and the Fund has determined
that such assignment, waiver, suspension, termination, amendment or
modification has had, or is likely to have, a material adverse effect on the
Project.
(xix) The Fund has suspended, in whole or in part,
the right of the Borrower/Recipient or the Guarantor to request or make
withdrawals under any other Agreement with the Fund.
(xx) The Borrower/Recipient or any Project Party
has failed to perform any other obligation under the Financing Agreement or any
other Agreement.
(xxi) The Fund determines that any amount of the
Financing has been used to finance an expenditure other than an Eligible
Expenditure.
(xxii) The Fund, after consultation with the
Borrower/Recipient, has determined that the material benefits of the Project
are not adequately reaching the Target Population, or are benefiting persons
other than the Target Population to the detriment of the Target Population.
(xxiii) The Borrower/Recipient has defaulted in the
performance of any Special Covenant set forth in the relevant Agreement, and
such default has continued unremedied for a period of thirty (30) days, and the
Fund has determined that such default has had, or is likely to have, a material
adverse effect on the Project.
(xxiv) The Fund has given notice to the Borrower/Recipient
that credible allegations of coercive, collusive, corrupt or traudulent
practices in connection with the Project have come to the attention of the
Fund, and the Borrower/Recipient has failed to take timely and appropriate
action to address the matters to the satisfaction of the Fund.
(xxv) Procurement has not been or is not being
carried out in accordance with the IFAD Procurement Guidelines.
(xxvi) Upon the occurrence or non-occurrence, as
the case may be, of any event specified in the relevant Agreement as an
additional ground for suspension.
Such suspension shall become effective upon
dispatch of notice by the Fund to the Borrower/Recipient and the Guarantor.
Such suspension shall continue until the Fund has notified the Borrower/Recipient
that the Borrower/Recipient’s right to request withdrawals has been restored in
whole or in part.
(b) lf the audit report required by Section 9.03
has not been submitted to the Fund within six (6) months of the date on which
it is due, the right of the Borrower/Recipient to request withdrawals from the
Loan and/or Grant Accounts shall be suspended.
Section 12.02. Cancellation by the Fund.
(a) lf any of the foliowing events has occurred,
the Fund may cancel in whole or in part the remaining amounts in the Loan and/or
Grant Accounts:
(i) The right of the Borrower/Recipient to request
withdrawals from the Loan and/or Grant Accounts has been suspended under
Section 12.01 with respect to any amount of the Financing for a continuous
period of at least thirty (30) days.
(ii) The Fund determines after consultation with
the Borrower/Recipient that any amount of the Financing will not be required to
finance the Project.
(iii) After consultation with the Borrower/Recipient,
the Fund determines that coercive, collusive, corrupt or fraudulent practices
were engaged in by representatives of the Borrower/Recipient or any Project
Party in respect of any expenditures incurred during the procurement or the
carrying out of any contract financed by the Financing, and that the Borrower/Recipient
has failed to take timely and appropriate action to remedy the situation.
(iv) The Fund has determined that any amount of the
Financing has been used to finance an expenditure other than an Eligible
Expenditure and the Borrower/Recipient has failed to promptly refund such
amount to the Fund upon the Fund's instructions.
(v) The Fund has received any notice from the
Guarantor terminating its obligations under the Guarantee Agreement.
(vi) The Mid-Term Review has recommended that the
Project be terminated.
(vii) Upon the occurrence or non-occurrence, as the
case may be, of any event specified in the relevant Financing Agreement as an
additional ground for cancellation.
Such cancellation shall be effective upon dispatch
of notice to the Borrower/Recipient.
(b) Any amounts remaining in the Loan and/or Grant
Accounts shall be cancelled on the Financing Closing Date, except for any
unwithdrawn balances of applications for withdrawal received by the Financing
Closing Date and any amounts subject to undischarged Special Commitments, which
shall be cancelled upon the full discharge of such Special Commitments.
Section 12.03. Cancellation by the Borrower/Recipient.
After consultation with the Fund and with the concurrence
of the Guarantor, the Borrower/Recipient may by notice to the Fund cancel any
unwithdrawn amount of the Financing, except for amounts subject to Special
Commitment. Such cancellation shall become effective upon acknowledgement
thereof by the Fund.
Section 12.04. Applicability of Cancellation or
Suspension.
(a) No cancellation or suspension shall apply to
amounts subject to any Special Commitment made by the Fund, unless such Special
Commitment expressly provides otherwise.
(b) Except as expressly provided in this Article,
all provisions of the Financing Agreement shall continue in full force and
effect notwithstanding any cancellation or suspension.
Section 12.05. Acceleration of Maturity.
If at any time any of the following events has
occurred, at any subsequent time during the continuance thereof, the Fund may
declare the principal amount of the Loan then outstanding, together with all
accrued interest and other charges thereon, to be immediately due and payable:
(a) any event specified in paragraphs (v) through
(xii), inclusive, of Section 12.01 has occurred;
(b) the Fund has declared the principal of any
other loan to the Borrower/Recipient or the Guarantor then outstanding to be
immediately due and payable;
(c) any event specified in paragraphs (i) through
(iv), inclusive, of Section 12.01 has occurred and continues for a period of
thirty (30) days;
(d) any event specified in paragraphs (xiii) though
(xxvi), inclusive, of Section 12.01 has occurred and continues for a period of
sixty (60) days after notice thereof has been given by the Fund to the Borrower/Recipient
and the Guarantor; or
(e) any other event specified in the Financing
Agreement for the purposes of this Section has occurred and has continued for
the period, if any, specified in the Financing Agreement.
Such declaration shall be effective upon dispatch
of notice to the Borrower/Recipient and the Guarantor, whereupon such
principal, interest and other charges shall become due and payable immediately.
Section 12.06 - Other Remedies.
The remedies of the Fund set forth in this Article
shall not limit or otherwise prejudice any rights or remedies available to the
Fund otherwise.
ARTICLE XIII - ENTRY INTO FORCE AND TERMINATION
Section 13.01. Entry into Force.
An Agreement or amendment thereto shall enter into
force on the date when both the Fund and the Borrower/Recipient have signed it,
unless the Agreement states that it is subject to ratification, in which case
the Agreement shall enter into force on the date the Fund receives an
instrument of ratification.
Section 13.02. Termination before Withdrawal.
The Fund may terminate the Agreement and all rights
and obligations of the parties thereunder if:
(a) before the date of first withdrawal from the
Loan and/or Grant Accounts, any event of suspension specified in Section 12.01
has occurred; or
(b) before the date of first withdrawal from the
Loan and/or Grant Accounts, the Borrower/Recipient, the Guarantor or any other
Project Party has taken any action inconsistent with the object and purpose of
any Agreement.
Section 13.03. Termination upon Full
Performance.
An Agreement and all obligations of the parties
thereunder shall terminate when the entire principal amount of the Loan
withdrawn from the Loan Account and all interest and other charges which shall
have accrued on the Loan have been paid and when all other obligations of the
Parties have been fully performed, or when agreed by the Parties.
ARTICLE XIV - ENFORCEABILITY AND RELATED MATTERS
Section 14.01. Enforceability.
The Agreement and the rights and obligations of the
parties thereunder shall be valid and enforceable in accordance with their
terms, regardless of any law to the contrary in the territory of the Project
Member State.
Section 14.02. Failure to Exercise Rights.
No delay in exercising, or failure to exercise, any
right, power or remedy of any party under an Agreement shall impair any such
right, power or remedy, or be construed as a waiver thereof. No action or
omission of any party in respect of any default under an Agreement shall impair
any right, power or remedy of such party in respect of any subsequent default.
Section 14.03. Rights and Remedies Cumulative.
The rights and remedies of any party under an
Agreement are cumulative and (except as otherwise expressly provided) not
exclusive of any right or remedies that such party would otherwise have.
Section 14.04. Arbitration.
(a) The parties to an Agreement shall endeavour to
settle through amicable means any controversy between them in respect of such
Agreement.
(b) Failing the settlement of a controversy through
amicable means, the controversy shall be submitted to arbitration for
settlement. The parties to the arbitration shall be the parties to the
Agreement in controversy, except that the Guarantor may intervene or be
interpleaded in any controversy that may affect its rights or obligations under
the Guarantee Agreement.
(c) The Arbitral Tribunal shall consist of a single
arbitrator appointed by agreement of the parties or, if they do not agree within
three (3) months after proceedings are instituted under paragraph (d) below, by
the President of the International Court of Justice or, failing appointment by
him, by the Secretary-General of the United Nations. If the arbitrator shall
resign, die or become unable to act, a successor arbitrator shall have all the
powers and duties of such original arbitrator.
(d) An arbitration proceedings may be instituted
under this Section upon notice by the party instituting such proceedings to the
other party or parties. Such notice shall contain a statement setting forth the
nature of the controversy or claim to be submitted to arbitration.
(e) The arbitration proceedings shall take place at
such time and place as shall be fixed by the arbitrator.
(f) Subject to the provisions of this Section and
except if the parties shall otherwise agree, the arbitrator shall decide all
questions relating to his competence and shall determine the procedure for the
arbitration proceedings.
(g) The arbitrator shall afford to all parties a
fair hearing and shall render his award in writing. Such award may be rendered
by default. A signed counterpart of the award shall be transmitted to each
party. Any such award rendered in accordance with the provisions of this
Section shall be final and binding upon the parties. Each party shall abide by
and comply with any such award rendered by the arbitrator in accordance with
the provisions of this Section.
(h) The parties shall fix the amount of the
remuneration of the arbitrator and such other persons as shall be required for
the conduct of the arbitration proceedings. if the parties shall not agree on
such amount before the arbitration proceedings begin, the arbitrator shall fix
such amount as shall be reasonable under the circumstances. Each party shall
defray its own expenses in the arbitration proceedings. The costs of the
arbitrator shall be divided between and borne equally by the Fund on the one
side and the other parties on the other side. Any question concerning the
division of the arbitrator’s costs among the parties or the procedure for
payment of such costs shall be determined by the arbitrator.
(i) The provisions for arbitration set forth in
this Section shall be instead of any other procedure for the settlement of
controversies between the parties, and any claim by either party against the
other party arising thereunder.
(j) lf the award has not been complied with within
thirty (30) days after the counterparts of the award have been delivered to the
parties, any party may enter judgement upon, or institute a proceeding to
enforce, the award in any court of competent jurisdiction against any other
party. Such party may enforce such judgement by execution or may pursue any
other appropriate remedy against such other party for the enforcement of the
award.
(k) Service of any notice or process in connection
with any proceeding under this Section or (to the extent that such remedy shall
be available) in connection with any proceeding to enforce any award rendered
pursuant to this Section may be made in the manner provided in Section 15.01.
The parties may waive any and all other requirements for the service of any
such notice or process.
ARTICLE XV - MISCELLANEOUS PROVISIONS
SECTION 15.01. Communications.
All notices, requests and other communications
given or made under an Agreement shall be in writing. Except as otherwise
expressly provided in the Agreement, any such notice, request or other
communication shall be deemed duly given or made when delivered by hand, mail,
telegram, cable, facsimile or email to the party to which it is given or made
at such party's address specified in the particular Agreement, or at such other
address as such party may designate by notice to the other parties thereto.
Section 15.02. Language of Reporting.
The Borrower/Recipient and the Project Parties
shall deliver all reports and Information to the Fund in the language of the
Agreement, or in any other language agreed by the Parties.
Section 15.03. Authority to Take Action.
The representative or agent so designated in any
Agreement, or another person duly authorized in writing by such representative
or agent, may take any action and sign any document in connection with such
Agreement on behalf of such party.
Section 15.04. Evidence of Authority.
Upon request by the Fund, the Borrower/Recipient,
the Guarantor and any Project Party shall furnish to the Fund sufficient
evidence of the authority of the person or persons referred to in Section
15.03, and the authenticated specimen signature of each such person.
Section 15.05. Modifications of the Agreement.
The parties may agree from time to time to modify
the terms and conditions of an Agreement (including, but not limited to, the
terms and conditions of these General Conditions as applied thereto) or the
application of the Agreement. Any amendment to an Agreement shall enter into
force in accordance with the provisions of Section 13.01 hereof, unless the
parties agree otherwise.
Section 15.06. Change of Entity or
Representative.
If a party wishes to appoint any successor to,
reassigns the responsibilities of, or changes the designation or address of any
of the entities specified in an Agreement, such party shall give notice thereof
to the other parties. Upon acceptance by the other parties, such new entity
shall constitute the entity fully responsible for carrying out the functions
assigned to its predecessor under the Agreement.
Section 15.07. Signature of the Agreement.
The signature of an Agreement by a party shall
constitute the expression of such party’s consent to be bound thereby, subject
only to any ratification or authorisation required by a rule of internal law of
fundamental importance and disclosed to the other party in writing before such
signature.