Subsidiary Agreement. 1. To facilitate the carrying out of the Project Implementing Entity’s Respective Part of the Project, the Recipient shall make the part of the proceeds of the Financing allocated from time to time to Category 1 available to the Project Implementing Entity under a subsidiary agreement between the Recipient and the Project Implementing Entity, under terms and conditions approved by the Association (“Subsidiary Agreement”), which shall include the following provisions: (a) the obligation of the Recipient to: (i) make the funds of Category 1 available to the Project Implementing Entity by pari passu disbursements as follows: (A) up to 50% of the funds allocated to Category 1, in the form of a credit denominated in CFA Francs and repayable over thirty (30) years, including a grace period for the repayment of principal of ten (10) years, and with a 1.8% per annum interest rate, and (B) the balance of the funds allocated to Category 1 in the form of a non reimbursable grant; and (ii) take all actions necessary to permit the Project Implementing Entity to carry out the Project Implementing Entity’s Respective Part of the Project and ensure the achievement of the objective thereof; (b) the obligation of the Project Implementing Entity to: (i) carry out the Project Implementing Entity’s Respective Part of the Project in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Lease Contract, the Concession Contract, the Project Implementation Manual, the Manual of Procedures, the Anti-Corruption Guidelines, the Annual Work Plans and Budgets and the Safeguard Documents; (ii) promptly refund to the Recipient for further refund to the Association any proceeds from the Financing not used for purposes of carrying out the Project Implementing Entity’s Respective Part of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement; (iii) at the request of the Recipient or the Association, exchange views with the Recipient and the Association with regard to the progress of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof, and the Project Implementing Entity's performance of its obligations under the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines and the Safeguard Documents; and (iv) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof; and (c) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement, the Project Implementation Manual or the Manual of Procedures, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevail. 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.
Appears in 2 contracts
Samples: Financing Agreement, Financing Agreement
Subsidiary Agreement. 1. To facilitate the carrying out of the a Project Implementing Entity’s Respective Part of the Project, the Recipient shall make the part of the proceeds of the Financing allocated from time to time to Category 1 Grant available to the Project Implementing Entity under a subsidiary agreement Subsidiary Agreement between the Recipient and the Project Implementing Entity, under terms and conditions approved by the Association (“Subsidiary Agreement”)Association, which shall include the following provisionsfollowing:
(a) the obligation of the Recipient to:
(i) make the funds of Category 1 available to implementation by the Project Implementing Entity by pari passu disbursements as follows: (A) up to 50% of the funds allocated to Category 1, in the form of a credit denominated in CFA Francs and repayable over thirty (30) years, including a grace period for the repayment of principal of ten (10) years, and with a 1.8% per annum interest rate, and (B) the balance of the funds allocated to Category 1 in the form of a non reimbursable grant; and
(ii) take all actions necessary to permit the Project Implementing Entity to carry out the Project Implementing Entity’s Respective Part of the Project and ensure the achievement of the objective thereof;
(b) the obligation of the Project Implementing Entity to:
(i) carry out the Project Implementing Entity’s its Respective Part of the Project in accordance with the terms of this Agreement, the Project Agreement, the Subsidiary Agreement, the Lease Contract, the Concession Contract, the Project Implementation Manual, the Manual of Procedures, the Anti-Corruption Guidelines, the Annual Work Plans and Budgets and the Safeguard Documents;
(iib) promptly refund to the Recipient for further refund to the Association any proceeds from the Financing not used for purposes of carrying out requirement that the Project Implementing Entity’s Entity maintain the PIU at all times during Project implementation with competent staff to undertake all Project related activities, including, without limitation, a procurement officer, accountant and water supply and sanitation engineer;
(c) the requirement that the Project Implementing Entity is represented on the Program Task Force throughout Project implementation;
(d) the requirement that the Project Implementing Entity liaise, as necessary, during Project implementation with the other Key Implementing Entities and Participating Agencies;
(e) the requirement that the Project Implementing Entity comply with all environmental and social safeguards as provided in the Environmental and Social Management Framework and the Resettlement Policy Framework, including without limitation, the preparation of ESMPs and RAPs, as necessary;
(f) the requirement that the Project Implementing Entity implements its Respective Part of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent accordance with the provisions of this Agreement or the Project AgreementPIM;
(iiig) at the request of an undertaking by the Recipient to pay or the Association, exchange views with the Recipient and the Association with regard cause to the progress of be paid to the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereofEntity any outstanding water bills owed by a public institution by December 31, 2008, and thereafter to ensure the timely payment of dues;
(h) an undertaking by the Recipient to provide the funds to the Project Implementing Entity's performance of its obligations under the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines and the Safeguard DocumentsEntity on a grant basis; and
(ivi) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of an undertaking by the Project Implementing Entity’s Respective Part of the Project Entity to meet its operations and the achievement of the objective thereof; and
(c) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement, the Project Implementation Manual or the Manual of Procedures, on one handmaintenance costs fully by its 2008/9 fiscal year from revenues collected, and those set forth in this Agreement addition, its depreciation and the Project Agreementdebt service obligations, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevailby its 2011/12 fiscal year.
2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the FinancingGrant. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.
Appears in 2 contracts
Samples: Grant Agreement, Grant Agreement
Subsidiary Agreement. 1. To facilitate the carrying out of the Project Implementing Entity’s Respective Part of the Project, the Recipient shall make the part of the proceeds of the Financing allocated from time to time to Category 1 available to the Project Implementing Entity under a subsidiary agreement between the Recipient and the Project Implementing EntityEntity (“Subsidiary Agreement”), under terms and conditions approved by the Association (“Subsidiary Agreement”)Association, which conditions shall include the following provisionsinclude:
(a) the obligation provision of a local currency denominated credit line for individual subsidiary loans (“Subsidiary Loans”) for up to an aggregate amount equivalent to the Recipient to:amount of this Financing, and with the foreign exchange risk being borne by the Recipient.
(ib) make an administrative charge payable on the funds principal amount of Category 1 available each Subsidiary Loan withdrawn and outstanding from time to the Project Implementing Entity by pari passu disbursements as follows: time at a simple administration charge not greater than one percent (A1%) up to 50% of the funds allocated to Category 1, in the form of per annum;
(c) a credit denominated in CFA Francs and repayable over thirty (30) years, including a grace minimum amortization period for the repayment of principal of ten (10) years, and with a 1.8% per annum interest rate, and (B) the balance of the funds allocated to Category 1 in the form inclusive of a non reimbursable grantminimum five (5) year grace period;
(d) no penalty for early prepayments of Subsidiary Loans; and
(ii) take all actions necessary to permit the Project Implementing Entity to carry out the Project Implementing Entity’s Respective Part of the Project and ensure the achievement of the objective thereof;
(be) the obligation of Recipient’s right to suspend or terminate the Project Implementing Entity to:
credit line set forth in subparagraph (a) above, and/or accelerate any outstanding amounts withdrawn under Subsidiary Loans, upon: (i) carry out the Project Implementing EntityMISFA’s Respective Part of the Project in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Lease Contract, the Concession Contract, the Project Implementation Manual, the Manual of Procedures, the Anti-Corruption Guidelines, the Annual Work Plans and Budgets and the Safeguard Documents;
(ii) promptly refund failure to the Recipient for further refund to the Association perform any proceeds from the Financing not used for purposes of carrying out the Project Implementing Entity’s Respective Part of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement;
(iii) at the request of the Recipient or the Association, exchange views with the Recipient and the Association with regard to the progress of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof, and the Project Implementing Entity's performance of its obligations under the Project Agreement, the Subsidiary Agreement, or to comply with all legal and regulatory requirements applicable to its operations; or (ii) the Project Implementation Manual, the Manual of Procedures, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines and the Safeguard Documents; and
(iv) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof; and
(c) a provision stipulating that, in case of conflict between Association exercising any of the provisions contained in remedies under Article VI of the Subsidiary Agreement, the Project Implementation Manual or the Manual of Procedures, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions General Conditions and/or Article IV of this Agreement and the Project Agreement shall at all times prevailAgreement.
2. The Recipient shall exercise its rights under the Subsidiary Agreement with respect to each Subsidiary Loan in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.
3. The Recipient shall: (a) establish a separate administration account within Da Afghanistan Bank, on terms and conditions satisfactory to the Association (including appropriate protection against set off, seizure or attachment) to be funded with the amortizations, prepayments and the administration charges paid by MISFA with respect to each Subsidiary Loan; and (b) use the proceeds therein so collected, exclusively for purposes of making new Subsidiary Loans to MISFA, for it to on-lend, through MFP Sub-Loan Agreements to eligible MFPs, which in turn shall use such funds to extend Microcredits to MFPs Clients for the carrying out of Subprojects, under the same terms and conditions as set forth in this Agreement and the Project Agreement.
Appears in 2 contracts
Samples: Financing Agreement, Financing Agreement
Subsidiary Agreement. 1. To facilitate the carrying out of the Project Implementing EntityUBEDN’s Respective Part of the Project, the Recipient shall make the part of the proceeds of the Financing allocated from time to time to Category 1 available to the Project Implementing Entity UBEDN under a subsidiary agreement between the Recipient and the Project Implementing EntityUBEDN, under terms and conditions approved by the Association (the “Subsidiary Agreement”), which shall include the following provisionsfollowing:
(a) the obligation principal amounts so on-lent shall be denominated in United States Dollars;
(b) UBEDN shall pay to the Recipient interest charges on the principal amounts withdrawn and outstanding from time to time under the Subsidiary Agreement, at two percent (2%) interest rate per annum;
(c) the interest charges incurred until December 31, 2012 pursuant to subparagraph (b) above shall be capitalized under the subsidiary loan and repaid with the principal pursuant to subparagraph (d) below;
(d) the tenure of the Recipient to:
subsidiary loan shall be at least twenty (i) make the funds of Category 1 available to the Project Implementing Entity by pari passu disbursements as follows: (A) up to 50% of the funds allocated to Category 1, in the form of a credit denominated in CFA Francs and repayable over thirty (3020) years, including inclusive of a grace period of not less than eight (8) years and, thereafter, there shall be semi-annual amortization for a minimum of twelve (12) years;
(e) the Recipient and UBEDN shall detail their respective undertakings and arrangements for the repayment flow of principal funds (including the assignment of ten (10) yearsProject financial management responsibilities to the PIU–including those for UBEDN’s Respective Part of the Project, as well as the disbursement protocols, and with the necessary supporting evidence and reporting requirements therefor) in a 1.8% per annum interest rate, and manner satisfactory to the Association;
(Bf) the balance of the funds allocated to Category 1 in the form of a non reimbursable grant; and
(ii) take Recipient and UBEDN shall agreed that all actions necessary to permit the Project Implementing Entity to carry out the Project Implementing Entityprocurement activities under UBEDN’s Respective Part of the Project will be carried out by the PIU, regardless of UBEDN’s ownership of any such contracts and ensure the achievement its subsequent responsibilities of the objective thereofmonitoring/supervising contract execution, effecting any payments therefor, and fulfilling any undertakings thereunder;
(bg) the obligation of the Project Implementing Entity to:
(i) carry out the Project Implementing Entity’s Respective Part of the Project UBEDN shall undertake to operate with diligence and efficiency and in conformity with internationally acceptable administrative, technical, financial and economic managerial practices and standards, including a proper and transparent accounting system and regular financial audits in accordance with this Agreement, consistently applied accounting and auditing standards; and
(h) the Project Agreement, Recipient shall have the right to suspend or terminate the Subsidiary Agreement, and/or accelerate the Lease Contractrecovery of any outstanding amounts withdrawn thereunder, the Concession Contract, the Project Implementation Manual, the Manual of Procedures, the Anti-Corruption Guidelines, the Annual Work Plans and Budgets and the Safeguard Documents;
upon: (iiA) promptly refund UBEDN’s failure to the Recipient for further refund to the Association perform any proceeds from the Financing not used for purposes of carrying out the Project Implementing Entity’s Respective Part of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement;
(iii) at the request of the Recipient or the Association, exchange views with the Recipient and the Association with regard to the progress of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof, and the Project Implementing Entity's performance of its obligations under the Subsidiary Agreement and/or the Project Agreement, ; and (B) the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines and the Safeguard Documents; and
(iv) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project Implementing EntityAssociation’s Respective Part of the Project and the achievement of the objective thereof; and
(c) a provision stipulating that, in case of conflict between exercising any of the provisions contained in remedies under Article VI of the Subsidiary Agreement, the Project Implementation Manual or the Manual of Procedures, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevailGeneral Conditions.
2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.
Appears in 2 contracts
Samples: Financing Agreement, Financing Agreement
Subsidiary Agreement. 1. To facilitate the carrying out of the Project Implementing Entity’s Entities’ Respective Part Parts of the Project, the Recipient Borrower shall make the part of the proceeds of the Financing allocated from time to time to Category 1 Loan available to the Project Implementing Entity Entities under a individual subsidiary agreement agreements between the Recipient Borrower and each of the Project Implementing EntityEntities, under terms and conditions approved acceptable by the Association Bank (“collectively the Subsidiary Agreement”Agreements), which shall include the following provisions:
(a) the obligation of the Recipient to:
(i) make the funds of Category 1 available to following: The payment by the Project Implementing Entity by pari passu disbursements as followsEntities to the Borrower of interest charges on the principal amounts withdrawn and outstanding from time to time under the respective Subsidiary Agreement at a rate not to exceed seventeen percent (17%) per annum; and A minimum amortization period of fifteen (15) years, inclusive of a minimum two (2) years grace period, and no penalty for early repayments and/or cancellations; The Project Implementing Entities’ undertaking to operate with diligence and efficiency and in conformity with internationally acceptable administrative, technical, financial and economic managerial practices and standards, including a proper and transparent accounting system and regular financial audits in accordance with consistently applied accounting and auditing standards; The Borrower’s and Project Implementing Entities’ understandings and arrangements for the flow of funds (including disbursement protocols, supporting evidence and reporting requirements therefor); and The Borrower’s right to suspend or terminate the respective Subsidiary Agreement, and/or accelerate the recovery of any outstanding amounts withdrawn thereunder, upon: (A) up the respective Project Implementing Entity’s failure to 50% perform any of the funds allocated to Category 1, in the form of a credit denominated in CFA Francs and repayable over thirty (30) years, including a grace period for the repayment of principal of ten (10) years, and with a 1.8% per annum interest rate, and its obligations under its Subsidiary Agreement and/or Project Agreement; or (B) the balance of the funds allocated to Category 1 in the form of a non reimbursable grant; and
(ii) take all actions necessary to permit the Project Implementing Entity to carry out the Project Implementing EntityBank’s Respective Part of the Project and ensure the achievement of the objective thereof;
(b) the obligation of the Project Implementing Entity to:
(i) carry out the Project Implementing Entity’s Respective Part of the Project in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Lease Contract, the Concession Contract, the Project Implementation Manual, the Manual of Procedures, the Anti-Corruption Guidelines, the Annual Work Plans and Budgets and the Safeguard Documents;
(ii) promptly refund to the Recipient for further refund to the Association any proceeds from the Financing not used for purposes of carrying out the Project Implementing Entity’s Respective Part of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement;
(iii) at the request of the Recipient or the Association, exchange views with the Recipient and the Association with regard to the progress of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof, and the Project Implementing Entity's performance of its obligations under the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines and the Safeguard Documents; and
(iv) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof; and
(c) a provision stipulating that, in case of conflict between exercising any of the provisions contained in remedies under Article VII of the Subsidiary Agreement, the Project Implementation Manual or the Manual of Procedures, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevailGeneral Conditions.
2. The Recipient Borrower shall exercise its rights under the Subsidiary Agreement Agreements in such manner as to protect the interests of the Recipient Borrower and the Association Bank and to accomplish the purposes of the FinancingLoan. Except as the Association Bank shall otherwise agree, the Recipient Borrower shall not assign, amend, abrogate or waive the Subsidiary Agreement Agreements or any of its provisions.
Appears in 1 contract
Samples: Loan Agreement
Subsidiary Agreement. 1. To facilitate the carrying out of the Project Implementing Entity’s Respective Part of the Project, the Recipient shall make the part of the proceeds of the Financing allocated from time to time to Category 1 available to the Project Implementing Entity under a subsidiary agreement between the Recipient and the Project Implementing Entity, under terms and conditions approved by the Association Entity (“Subsidiary Agreement”), under terms and conditions acceptable to the Association, which shall include the following provisionsinclude, inter alia:
(a) the obligation proceeds of the Financing shall be made available by the Recipient to:
(i) make the funds of Category 1 available to the Project Implementing Entity by pari passu disbursements as follows: (A) up to 50% of the funds allocated to Category 1, in the form of on a credit denominated in CFA Francs and repayable over thirty (30) years, including a grace period for the repayment of principal of ten (10) years, and with a 1.8% per annum interest rate, and (B) the balance of the funds allocated to Category 1 in the form of a non non-reimbursable grant; and
(ii) take all actions necessary to permit the Project Implementing Entity to carry out the Project Implementing Entity’s Respective Part of the Project and ensure the achievement of the objective thereofgrant basis;
(b) the obligation of the Project Implementing Entity to:
shall: (i) carry out the Project Implementing Entity’s Respective Part of the Project with due diligence and efficiency and in accordance with this Agreementappropriate technical, the Project Agreementeconomic, the Subsidiary Agreementfinancial, the Lease Contractmanagerial, the Concession Contract, the Project Implementation Manual, the Manual of Procedures, the Anti-Corruption Guidelines, the Annual Work Plans environmental and Budgets social standards and the Safeguard Documents;
(ii) promptly refund to the Recipient for further refund to the Association any proceeds from the Financing not used for purposes of carrying out the Project Implementing Entity’s Respective Part of the Project or for achieving the objective thereof, or otherwise utilized practices; including in a manner inconsistent accordance with the provisions of this Agreement or Agreement, the Project AgreementPIM, the ESCP (including management tools and instruments referred to therein), and the provisions of the Anti-Corruption Guidelines applicable to recipients of Financing proceeds other than the Recipient; and (ii) provide, promptly as needed, the resources required for such purpose;
(iiic) at the request Project Implementing Entity shall ensure that any goods, works and/or services to be financed out of the Recipient or Financing are procured in accordance with the Procurement Regulations and as further specified in the Project Implementation Manual;
(d) the Project Implementing Entity shall: (i) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Association, exchange views with both in a manner adequate to reflect the operations and financial condition of the Project Implementing Entity, including the operations, resources and expenditures related to the Project; (ii) retain all records (contracts, orders, invoices, bills, receipts and other documents) evidencing expenditures under the Project until at least the later of one (1) year after the Recipient and the Association with regard have received the audited financial statements covering the period during which the last withdrawal from the Financing Account was made, and two (2) years after the Closing Date; (iii) prepare and furnish to the progress Recipient and the Association interim unaudited financial reports not later than forty-five (45) days after the end of each quarter covering the quarter; and (iv) have its records, accounts and financial statements audited annually by independent auditors acceptable to the Association, in accordance with consistently applied auditing standards acceptable to the Association, and promptly furnish the statements as so audited to the Recipient and the Association, but in any event not later than six (6) months after the end of the Recipient’s Fiscal Year;
(e) the Project Implementing EntityEntity shall enable the Recipient and the Association to inspect the Project, its operation and any relevant records and documents;
(f) the Project Implementing Entity shall permit the Association to make the Subsidiary Agreement and all financial statements audited pursuant to paragraph (d) above available to the public in accordance with the Association’s Respective Part policies on access to information;
(g) the Project Implementing Entity shall maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association and set forth in the PIM, the progress of the Project and the achievement of its objective;
(h) the objective thereofProject Implementing Entity shall prepare and furnish to the Recipient and the Association all such information as the Recipient, and or the Association shall reasonably request relating to the foregoing; and
(i) the Recipient shall have the right to suspend or terminate the right of the Project Implementing Entity to use the proceeds of the Financing or obtain a refund of all or any part of the amount of the Financing then withdrawn, upon the Project Implementing Entity's performance ’s failure to perform any of its obligations under the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines and the Safeguard Documents; and
(iv) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof; and
(c) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement, the Project Implementation Manual or the Manual of Procedures, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevail.
2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate abrogate, or waive the Subsidiary Agreement or any of its provisions.
Appears in 1 contract
Samples: Financing Agreement
Subsidiary Agreement. 1. To facilitate the carrying out of the Project Implementing Entity’s Respective Part Parts of the Project, the Recipient shall make the part portion of the proceeds of the Financing allocated from time to time to Category 1 available Categories (1) – (4) of the table set forth in Section IV.A.2 of this Schedule available, in the form of a grant, to the Project Implementing Entity under a subsidiary agreement between the Recipient and the Project Implementing Entity, under terms and conditions approved by acceptable to the Association Association, which shall include, without limitation, the following provision: “The principal amount of the Grant made available under the Subsidiary Agreement (“Subsidiary Grant”) shall be: (a) denominated in dollars” (“Subsidiary Agreement”).
2. Without limitation upon the provisions of Paragraph A.1 of this Section I, which shall include to facilitate the following provisions:
(a) the obligation carrying out of the Recipient to:
(i) make the funds of Category 1 available to the Project Implementing Entity by pari passu disbursements as follows: (A) up to 50% of the funds allocated to Category 1, in the form of a credit denominated in CFA Francs and repayable over thirty (30) years, including a grace period for the repayment of principal of ten (10) years, and with a 1.8% per annum interest rate, and (B) the balance of the funds allocated to Category 1 in the form of a non reimbursable grant; and
(ii) take all actions necessary to permit the Project Implementing Entity to carry out the Project Implementing Entity’s Respective Part Parts of the Project and ensure Project, the achievement of Recipient, under the objective thereof;
(b) the obligation of Subsidiary Agreement, shall, inter alia, require the Project Implementing Entity to:
(i) carry out maintain until the completion of the Project, a Project Implementing Entity’s Respective Part Implementation Team (PIT) in form and substance and with resources and staff qualifications and experience satisfactory to the Association, with responsibility for implementing its Parts of the Project;
(ii) implement its Parts of the Project in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Lease Contract, the Concession Contract, the Project Implementation Manual, the Manual of Procedures, the Anti-Corruption Guidelines, the Annual Work Plans and Budgets and the Safeguard Documents;
(ii) promptly refund to the Recipient for further refund to the Association any proceeds from the Financing not used for purposes of carrying out the Project Implementing Entity’s Respective Part of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement;
(iii) at the request of the Recipient or the Association, exchange views with the Recipient and the Association with regard to the progress of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof, and the Project Implementing Entity's performance of its obligations under the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines and the Safeguard Documents; andSafeguards Instruments as appropriate and not to assign, amend, abrogate or waive these instruments without the Association’s prior written concurrence;
(iviii) promptly inform include in its Project Reports to the Recipient of any condition which interferes or threatens MLME to interfere with be submitted every three months:
(a) the implementation of status of: (a) engineering, procurement and construction contracts and the Project Implementing Entity’s Respective Part activities; (b) project cost and disbursement; and (c) the results monitoring indicators for its Parts of the Project and the achievement of the objective thereofProject; and
(cb) a provision stipulating that, in case of conflict between any progress made on compliance with environmental and social safeguards measures under its Parts of the provisions contained in Project;
(iv) submit to the Subsidiary Agreement, MLME the Project Implementation Manual or Reports referred to above not later than two weeks after the Manual end of Proceduresthe period covered by such reports for forwarding to the Association; and
(v) maintain a financial management system, on one hand, prepare Financial Statements and those set forth in this Agreement and the Project Agreement, conduct audits on the other hand, Financial Statements in accordance with standards acceptable to the provisions of this Agreement and the Project Agreement shall at all times prevailAssociation.
23. The Recipient shall exercise its rights and carry out its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate abrogate, waive or waive fail to enforce any provision of the Subsidiary Agreement if any such action may, in the opinion of the Association, materially or any adversely affect the implementation of its provisionsthe Project.
Appears in 1 contract
Samples: Financing Agreement
Subsidiary Agreement. 1. To facilitate the carrying out of the Project Implementing Entity’s Respective Part of the Project, the Recipient Borrower shall make the part of the proceeds of the Financing allocated from time to time to Category 1 Loan available to the Project Implementing Entity ARMM RG under a subsidiary an agreement (“the Subsidiary Agreement”) between the Recipient Borrower and the Project Implementing EntityARMM RG, under terms and conditions approved by the Association (“Subsidiary Agreement”)Bank, which shall include including that the following provisionsARMM RG shall:
(a) maintain throughout the obligation period of implementation of the Recipient toProject a Project Management Office, headed by a Project manager selected and hired in accordance with the provisions of Section III of this Schedule 2, responsible for the carrying out of the Project and for the final review and endorsement of Sub-project approvals prior to allocation of the Sub- grants;
(b) without limitation upon the provision of paragraph (c) below carry on its operations and conduct its affairs at all times with due diligence and efficiency, in accordance with appropriate administrative, managerial, economic, and financial practices, under the supervision of qualified and experienced management personnel assisted by competent staff in adequate numbers;
(c) adopt, and thereafter apply in the implementation of the Project, an Operations Manual satisfactory to the Bank which shall include, inter alia:
(i) make the funds of Category 1 available to the Project Implementing Entity by pari passu disbursements as follows: (A) up to 50% a description of the funds allocated to Category 1, in the form of a credit denominated in CFA Francs ARMM RG’s administrative and repayable over thirty (30) yearsfinancial procedures, including a grace period its accounting, financial reporting and auditing procedures for the repayment Project;
(ii) eligibility criteria and operational procedures for the selection of principal Beneficiaries, the appraisal, approval and financing criteria for Sub-projects including those terms and conditions referred to in Part B of ten this Schedule 2;
(10iii) yearsprocedures for procurement, disbursement, supervision, monitoring and impact evaluation and reporting in respect of Sub-projects consistent with the provisions of this Agreement;
(iv) a 1.8% per annum interest rate, and sample Sub-project Agreement;
(Bv) the balance Environmental Framework;
(vi) the Land Acquisition, Resettlement and Rehabilitation of Displaced Person’s Framework;
(vii) the funds allocated to Category 1 in the form of a non reimbursable grantIndigenous Peoples Planning Framework; and
(iiviii) take all actions necessary to permit cost-sharing arrangements between the Project Implementing Entity to carry out ARMM RG and the Project Implementing Entity’s Respective Part of the Project and ensure the achievement of the objective thereofBeneficiaries;
(bd) the obligation not amend, delete, suspend or abrogate or waive any provision of the Project Implementing Entity to:Operations Manual without the prior approval of the Borrower and the Bank;
(e) ensure that proposals for Sub-projects shall be approved only if: (i) carry out the Project Implementing Entity’s Respective Part an analysis of the Project environmental impacts of such Sub-project has been undertaken pursuant to the Environmental Framework; and (ii) if applicable, an environmental impact assessment or other environmental requirements provided for under the laws of the Borrower, satisfactory to the Bank, has been undertaken, and mitigation measures designed on the basis of environmental standards as set forth in the Environmental Framework and acceptable to the Bank have been adopted by the proposed Beneficiary;
(f) ensure that the proposal for each Sub-project incorporates where applicable, a Resettlement Action Plan, satisfactory to the Bank, for the compensation, resettlement and rehabilitation of Displaced Persons in accordance with this Agreementthe Land Acquisition, Resettlement and Rehabilitation of Displaced Person’s Framework;
(g) ensure that the Project Agreementproposal for each Sub-project involving communities with Indigenous Peoples incorporates an Indigenous Peoples Development Plan satisfactory to the Bank for the informed participation of Indigenous Peoples in the design and implementation of such Sub- project, in accordance with the Subsidiary AgreementIndigenous Peoples Planning Framework;
(h) ensure that the Project, the Lease Contractincluding each Sub-project, the Concession Contract, the Project Implementation Manual, the Manual of Procedures, is carried out in accordance with the Anti-Corruption Guidelines, the Annual Work Plans and Budgets and the Safeguard Documents;
(iii) promptly refund to comply, and ensure that the Recipient Beneficiary for further refund to the Association any proceeds from the Financing not used for purposes of carrying out the Project Implementing Entity’s Respective Part of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent each Sub-project shall comply with the provisions of the procurement of goods, works and consultants’ services set forth in Section III of this Agreement or the Project AgreementSchedule 2;
(iiij) at enter into a Sub-grant Agreement with the request relevant Beneficiary in regard to each Sub-project approved for financing through a Sub-grant, under terms and conditions satisfactory to the Bank which shall include those set forth in Part B of this Schedule 2; and not make available the proceeds of a Sub-grant for financing a Sub-project until the corresponding Sub-grant Agreement has been entered into with the relevant Beneficiary;
(k) exercise its rights under each Sub-grant Agreement in such manner as to protect the interests of the Recipient ARMM RG, the Borrower and the Bank and to accomplish the purposes of the relevant Sub-grant, and except as the Bank shall otherwise agree, the ARMM RG shall not assign, amend, abrogate or waive such Sub-grant Agreement or any provision thereof;
(l) by October 1 of each year, starting October 1, 2010, adopt an annual work plan, including training and technical assistance program, and budget and xxxxxxx said plan to the AssociationBank for its review and comments and, exchange views thereafter, implement said plan taking into account the Bank’s comments thereon, if any;
(i) maintain policies and procedures adequate to enable it to monitor and evaluate on an ongoing basis, in accordance with the Recipient and indicators set forth in the Association with regard Annex to this Schedule 2, the progress of the Project Implementing Entity’s Respective Part carrying out of the Project and the achievement of the objective objectives thereof; and (ii) monitor and evaluate the progress of the Project and prepare Project reports of such scope, detail and frequency as the Borrower and the Bank shall request, on the basis of the indicators set forth in the Annex to this Schedule 2;
(n) have its financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank.
(o) Each audit of the financial statements shall cover the period of one (1) fiscal year of the ARMM RG. The audited financial statements for each such period shall be furnished to the Bank not later than six (6) months after the end of such period.
(p) prepare under terms of reference satisfactory to the Bank, and furnish to the Bank: (i) by January 31 and July 31 of each year, commencing on January 31 2011, a semi-annual report; and (ii) on or about July 31, 2012 a mid-term report; each such report integrating the results of the monitoring and evaluation activities performed pursuant to the preceding paragraph on the progress achieved in the carrying out of the Project Implementing Entity's performance of its obligations under the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines and the Safeguard Documents; and
(iv) promptly inform the Recipient of any condition which interferes or threatens to interfere with including on the implementation of Sub-projects and the Project Implementing Entity’s Respective Part evaluation of the impact thereof, during the period preceding the date of said report and setting out the measures recommended to ensure the efficient carrying out of the Project and the achievement of the objective objectives thereof during the period following such date;
(q) review with the Borrower and the Bank, by October 15, 2012, or such later date as the Bank shall request, the report referred to in the preceding paragraph, and, thereafter, take all measures required to ensure the efficient completion of the Project and the achievement of the objectives thereof, based on the conclusions and recommendations of the said report and the Borrower and Bank’s views on the matter; and
(cr) a provision stipulating that, assist the Borrower in case of conflict between any preparing the plan referred to in Section 3.03(a) of the Original Loan Agreement for the continued achievement of the objectives of the Project; and
(s) appoint by July 15, 2010 in accordance with the procurement provisions contained set out in Section III of this Schedule 2, an internal monitor within the Subsidiary PMO to monitor compliance with the Sub-grant Agreement, the Project Implementation Manual or the Manual use of Procedures, on one hand, and those set forth in this Agreement funds for Sub-projects and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevailfinancial management aspects thereof.
2. The Recipient Borrower shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient Borrower and the Association Bank and to accomplish the purposes of the FinancingLoan. Except as the Association Bank shall otherwise agree, the Recipient Borrower shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.
3. The Borrower, through the PMO, shall, not later than January 31 and July 31 in each year, commencing July 31, 2011, and until July 31, 2013, carry out spot checks under terms of reference and with a minimum coverage satisfactory to the Bank, to verify that Beneficiaries meet the eligibility criteria set out in the Operations Manual.
4. The Borrower, through the PMO, shall, by January 31, 2011, appoint an independent third party in accordance with the procurement provisions set out in Section III of this Schedule, to conduct the spot checks referred to in the preceding paragraph.
Appears in 1 contract
Samples: Loan Agreement
Subsidiary Agreement. 1. To facilitate the carrying out of the Project Implementing Entity’s Respective Part of the Project, the Recipient shall make the part of the proceeds of the Financing allocated from time to time to Category 1 available to the Project Implementing Entity under a subsidiary agreement (“Subsidiary Agreement”) between the Recipient and the Project Implementing Entity, under terms and conditions approved by the Association (“Subsidiary Agreement”)Association, which shall include the following provisionsfollowing:
(a) the obligation of the Recipient to:
(i) make the funds proceeds of Category 1 the Financing available to the Project Implementing Entity by pari passu disbursements as follows: (A) up to 50% of the funds allocated to Category 1, in the form of a credit denominated in CFA Francs and repayable over thirty (30) years, including a grace period for the repayment of principal of ten (10) years, and with a 1.8% per annum interest rate, and (B) the balance of the funds allocated to Category 1 in the form of a non reimbursable grant; and
(ii) take all actions necessary to permit the Project Implementing Entity to carry out the Project Implementing Entity’s Respective Part of the Project and ensure the achievement of the objective objectives thereof;; and
(b) the obligation of the Project Implementing Entity to:
(i) carry out its activities under the Project Implementing Entity’s Respective Part with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Association, including, without limitation on the generality of the foregoing, in accordance with the provisions of the Project in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Lease Contract, the Concession Contract, the Project Implementation Manual, the Manual of Procedures, Manuals and the Anti-Corruption Guidelines, Guidelines applicable to recipients of Financing proceeds other than the Annual Work Plans and Budgets and the Safeguard Documents;Recipient.
(ii) provide, promptly refund as needed, the resources required for the Project;
(iii) procure the goods, works and services to be financed out of the Recipient for further refund to the Association any proceeds from of the Financing not used for purposes of carrying out the Project Implementing Entity’s Respective Part of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent accordance with the provisions of this Agreement or the Project Agreement;
(iiiiv) at the request of the Recipient or maintain policies and procedures which are adequate to enable it to monitor and evaluate, in accordance with indicators acceptable to the Association, exchange views with the Recipient and the Association with regard to the progress of the Project Implementing Entity’s Respective Part of activities carried out under the Project and the achievement of the objective thereofof the Project;
(A) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Association, both in a manner adequate to reflect the operations, resources and expenditures related to the activities carried out under the Project; and (B) have its Financial Statements audited annually by independent auditors acceptable to the Association, in accordance with consistently applied auditing standards acceptable to the Association, and furnish such audited Financial Statements to the Recipient and the Association not later than six months after the end of such period;
(vi) (A) make Matching-Grants to Beneficiaries in accordance with eligibility criteria and procedures acceptable to the Recipient and the Association, in accordance with the provisions of the Project Implementing Entity's performance of its obligations Agreement and further detailed in the Project Manuals; and (B) make each Matching-Grant under a Matching Grant Agreement with the respective Beneficiary on terms and conditions approved by the Recipient and the Association.
(vii) enable the Recipient and the Association to inspect the activities carried out under the Project AgreementProject, the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines any relevant records and the Safeguard Documentsdocuments; and
(ivviii) promptly inform prepare and furnish to the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project Implementing Entity’s Respective Part of the Project and the achievement of Association all such information as the objective thereof; and
(c) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement, the Project Implementation Manual Recipient or the Manual of Procedures, on one hand, and those set forth in this Agreement and Association shall reasonably request relating to the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevailforegoing.
2. The Recipient shall exercise its rights and its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate terminate, abrogate, waive or waive fail to enforce the Subsidiary Agreement or any of its provisions.
Appears in 1 contract
Samples: Financing Agreement
Subsidiary Agreement. 1. (a) To facilitate the carrying out of the Project Implementing Entity’s Respective Part of the Project, the Recipient shall make the part of the proceeds of the Financing allocated from time to time to Category 1 available to the Project Implementing Entity under enter into a subsidiary agreement (“Subsidiary Agreement”) between the Recipient and the Project Implementing Entity, under terms and conditions approved by the Association (“Subsidiary Agreement”)Association, which shall include the following provisions:
(ai) the obligation of the Recipient to:
(iA) make the funds of Category 1 available to the Project Implementing Entity by pari passu disbursements as follows: (A) up to 50% of the funds allocated to Category 1, in the form of a credit denominated in CFA Francs and repayable over thirty (30) years, including a grace period for the repayment of principal of ten (10) years, and with a 1.8% per annum interest rate, and (B) the balance of the funds allocated to Category 1 in the form of a non non-reimbursable grant; and
(iiB) take all actions necessary to permit the Project Implementing Entity to carry out the Project Implementing Entity’s Respective Part of the Project and ensure the achievement of the objective thereof;
(bii) the obligation of the Project Implementing Entity to:
(iA) carry out the Project Implementing Entity’s its Respective Part of the Project in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Lease Contract, the Concession Contract, the Project Implementation Manual, the Manual of Procedures, the Anti-Corruption Guidelines, the Procurement Regulations, the Annual Work Plans and Budgets Budgets, and the Safeguard DocumentsEnvironmental and Social Commitment Plan;
(iiB) promptly refund to the Recipient for further refund to the Association any proceeds from the Financing GPEF Grant not used for purposes of carrying out the Project Implementing Entity’s Respective Part Parts of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement;
(iiiC) at the request of the Recipient or the Association, exchange views with the Recipient and the Association with regard to the progress of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof, and the Project Implementing Entity's performance of its obligations under the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines Guidelines, the Procurement Regulations, and the Safeguard DocumentsEnvironmental and Social Commitment Plan; and
(ivD) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof; and.
(ciii) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement, Agreement or the Project Implementation Manual or the Manual of ProceduresManual, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevail.
2. (b) The Recipient shall exercise its rights and carry out its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the FinancingGPEF Xxxxx. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.”
7. Section I.B.1(a) of Schedule 2 to the Agreement is hereby amended as follows:
(a) To facilitate efficient implementation of the Project, the Recipient shall, carry out the Project and cause the Project Implementing Entity to carry out its Respective Part of the Project in accordance with the updated Project implementation manual (Project Implementation Manual) containing detailed guidelines with respect to: (i) a detailed description of Project activities; (ii) the specific roles and responsibilities of Participating Agencies and the Project Implementing Entity with respect to its coordination with the NGO Consortium members participating in the Project and the arrangements for ensuring coordination among them; (iii) arrangements on fiduciary matters, including financial management and procurement; (iv) institutional administration coordination and day to day execution of Project activities; (v) monitoring and evaluation; (vi) reporting;
Appears in 1 contract
Samples: Financing Agreement
Subsidiary Agreement. 1. To facilitate the carrying out of the Project Implementing Entity’s Respective Part of the Project, the Recipient Borrower shall make the part of the proceeds of the Financing allocated from time to time to Category 1 Loan available to the Project Implementing Entity ARMM RG under a subsidiary an agreement (“the Subsidiary Agreement”) between the Recipient Borrower and the Project Implementing EntityARMM RG, under terms and conditions approved by the Association Bank, including that the ARMM RG shall: maintain throughout the period of implementation of the Project a Project Management Office, headed by a Project manager selected and hired in accordance with the provisions of Section III of this Schedule 2, responsible for the carrying out of the Project and for the final review and endorsement of Sub-project approvals prior to allocation of the Sub-grants; without limitation upon the provision of paragraph (“Subsidiary Agreement”)c) below carry on its operations and conduct its affairs at all times with due diligence and efficiency, in accordance with appropriate administrative, managerial, economic, and financial practices, under the supervision of qualified and experienced management personnel assisted by competent staff in adequate numbers; adopt, and thereafter apply in the implementation of the Project, an Operations Manual satisfactory to the Bank which shall include the following provisions:
(a) the obligation of the Recipient toinclude, inter alia:
(i) make the funds of Category 1 available to the Project Implementing Entity by pari passu disbursements as follows: (A) up to 50% a description of the funds allocated to Category 1, in the form of a credit denominated in CFA Francs ARMM RG’s administrative and repayable over thirty (30) yearsfinancial procedures, including a grace period its accounting, financial reporting and auditing procedures for the repayment Project;
(ii) eligibility criteria and operational procedures for the selection of principal Beneficiaries, the appraisal, approval and financing criteria for Sub-projects including those terms and conditions referred to in Part B of ten this Schedule 2;
(10iii) yearsprocedures for procurement, disbursement, supervision, monitoring and impact evaluation and reporting in respect of Sub-projects consistent with the provisions of this Agreement;
(iv) a 1.8% per annum interest rate, and sample Sub-project Agreement;
(Bv) the balance Environmental Framework;
(vi) the Land Acquisition, Resettlement and Rehabilitation of Displaced Person’s Framework;
(vii) the funds allocated to Category 1 in the form of a non reimbursable grantIndigenous Peoples Planning Framework; and
(iiviii) take all actions necessary to permit cost-sharing arrangements between the Project Implementing Entity to carry out ARMM RG and the Project Implementing Entity’s Respective Part Beneficiaries; not amend, delete, suspend or abrogate or waive any provision of the Project and ensure Operations Manual without the achievement prior approval of the objective thereof;
(b) Borrower and the obligation of the Project Implementing Entity to:
Bank; ensure that proposals for Sub-projects shall be approved only if: (i) carry out the Project Implementing Entity’s Respective Part an analysis of the Project environmental impacts of such Sub-project has been undertaken pursuant to the Environmental Framework; and (ii) if applicable, an environmental impact assessment or other environmental requirements provided for under the laws of the Borrower, satisfactory to the Bank, has been undertaken, and mitigation measures designed on the basis of environmental standards as set forth in the Environmental Framework and acceptable to the Bank have been adopted by the proposed Beneficiary; ensure that the proposal for each Sub-project incorporates where applicable, a Resettlement Action Plan, satisfactory to the Bank, for the compensation, resettlement and rehabilitation of Displaced Persons in accordance with this Agreementthe Land Acquisition, Resettlement and Rehabilitation of Displaced Person’s Framework; ensure that the Project Agreementproposal for each Sub-project involving communities with Indigenous Peoples incorporates an Indigenous Peoples Development Plan satisfactory to the Bank for the informed participation of Indigenous Peoples in the design and implementation of such Sub-project, in accordance with the Subsidiary AgreementIndigenous Peoples Planning Framework; ensure that the Project, the Lease Contractincluding each Sub-project, the Concession Contract, the Project Implementation Manual, the Manual of Procedures, is carried out in accordance with the Anti-Corruption Guidelines; comply, and ensure that the Annual Work Plans and Budgets and the Safeguard Documents;
(ii) promptly refund to the Recipient Beneficiary for further refund to the Association any proceeds from the Financing not used for purposes of carrying out the Project Implementing Entity’s Respective Part of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent each Sub-project shall comply with the provisions of the procurement of goods, works and consultants’ services set forth in Section III of this Schedule 2; enter into a Sub-grant Agreement with the relevant Beneficiary in regard to each Sub-project approved for financing through a Sub-grant, under terms and conditions satisfactory to the Bank which shall include those set forth in Part B of this Schedule 2; and not make available the proceeds of a Sub-grant for financing a Sub-project until the corresponding Sub-grant Agreement has been entered into with the relevant Beneficiary; exercise its rights under each Sub-grant Agreement in such manner as to protect the interests of the ARMM RG, the Borrower and the Bank and to accomplish the purposes of the relevant Sub-grant, and except as the Bank shall otherwise agree, the ARMM RG shall not assign, amend, abrogate or waive such Sub-grant Agreement or any provision thereof; by October 1 of each year, starting October 1, 2010, adopt an annual work plan, including training and technical assistance program, and budget and furnish said plan to the Project AgreementBank for its review and comments and, thereafter, implement said plan taking into account the Bank’s comments thereon, if any;
(iiii) at the request of the Recipient or the Associationmaintain policies and procedures adequate to enable it to monitor and evaluate on an ongoing basis, exchange views in accordance with the Recipient and indicators set forth in the Association with regard Annex to this Schedule 2, the progress of the Project Implementing Entity’s Respective Part carrying out of the Project and the achievement of the objective objectives thereof; and (ii) monitor and evaluate the progress of the Project and prepare Project reports of such scope, detail and frequency as the Borrower and the Bank shall request, on the basis of the indicators set forth in the Annex to this Schedule 2; have its financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank. Each audit of the financial statements shall cover the period of one (1) fiscal year of the ARMM RG. The audited financial statements for each such period shall be furnished to the Bank not later than six (6) months after the end of such period. prepare under terms of reference satisfactory to the Bank, and furnish to the Bank: (i) by January 31 and July 31 of each year, commencing on January 31 2011, a semi-annual report; and (ii) on or about July 31, 2012 a mid-term report; each such report integrating the results of the monitoring and evaluation activities performed pursuant to the preceding paragraph on the progress achieved in the carrying out of the Project Implementing Entity's performance of its obligations under the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines and the Safeguard Documents; and
(iv) promptly inform the Recipient of any condition which interferes or threatens to interfere with including on the implementation of Sub-projects and the Project Implementing Entity’s Respective Part evaluation of the impact thereof, during the period preceding the date of said report and setting out the measures recommended to ensure the efficient carrying out of the Project and the achievement of the objective thereofobjectives thereof during the period following such date; review with the Borrower and the Bank, by October 15, 2012, or such later date as the Bank shall request, the report referred to in the preceding paragraph, and
(c) a provision stipulating that, in case of conflict between any thereafter, take all measures required to ensure the efficient completion of the Project and the achievement of the objectives thereof, based on the conclusions and recommendations of the said report and the Borrower and Bank’s views on the matter; and assist the Borrower in preparing the plan referred to in Section 3.03(a) of the Original Loan Agreement for the continued achievement of the objectives of the Project; and appoint by July 15, 2010 in accordance with the procurement provisions contained set out in Section III of this Schedule 2, an internal monitor within the Subsidiary PMO to monitor compliance with the Sub-grant Agreement, the Project Implementation Manual or the Manual use of Procedures, on one hand, and those set forth in this Agreement funds for Sub-projects and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevailfinancial management aspects thereof.
2. The Recipient Borrower shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient Borrower and the Association Bank and to accomplish the purposes of the FinancingLoan. Except as the Association Bank shall otherwise agree, the Recipient Borrower shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.
3. The Borrower, through the PMO, shall, not later than January 31 and July 31 in each year, commencing July 31, 2011, and until July 31, 2013, carry out spot checks under terms of reference and with a minimum coverage satisfactory to the Bank, to verify that Beneficiaries meet the eligibility criteria set out in the Operations Manual.
4. The Borrower, through the PMO, shall, by January 31, 2011, appoint an independent third party in accordance with the procurement provisions set out in Section III of this Schedule, to conduct the spot checks referred to in the preceding paragraph.
Appears in 1 contract
Samples: Loan Agreement
Subsidiary Agreement. 1. To facilitate the carrying out of the Project Implementing Entity’s Respective Part of the Project, the Recipient shall make the part of the proceeds of the Financing allocated from time to time to Category 1 available to the Project Implementing Entity under a subsidiary agreement Subsidiary Agreement between the Recipient and the Project Implementing Entity, under terms and conditions approved by the Association (“Subsidiary Agreement”)Association, which shall include the following provisionsfollowing:
(a) the obligation of the Recipient to:
(i) make the funds of Category 1 available to implementation by the Project Implementing Entity by pari passu disbursements as follows: (A) up to 50% of the funds allocated to Category 1, in the form of a credit denominated in CFA Francs and repayable over thirty (30) years, including a grace period for the repayment of principal of ten (10) years, and with a 1.8% per annum interest rate, and (B) the balance of the funds allocated to Category 1 in the form of a non reimbursable grant; and
(ii) take all actions necessary to permit the Project Implementing Entity to carry out the Project Implementing Entity’s Respective Part of the Project and ensure the achievement of the objective thereof;
(b) the obligation of the Project Implementing Entity to:
(i) carry out the Project Implementing Entity’s its Respective Part of the Project in accordance with the terms of this Agreement, the Project Agreement, the Subsidiary Agreement, the Lease Contract, the Concession Contract, the Project Implementation Manual, the Manual of Procedures, the Anti-Corruption Guidelines, the Annual Work Plans and Budgets and the Safeguard Documents;
(iib) promptly refund to the Recipient for further refund to the Association any proceeds from the Financing not used for purposes of carrying out requirement that the Project Implementing Entity’s Entity maintain the PIU with competent staff to undertake all Project related activities, including, without limitation, a procurement officer, accountant, and water supply and sanitation engineer;
(c) the requirement that the Project Implementing Entity is represented on the Project Task Force throughout Project implementation;
(d) the requirement that the Project Implementing Entity liaise, as necessary, during Project implementation with the other Key Implementing Entities and Participating Agencies;
(e) the requirement that the Project Implementing Entity comply with all environmental and social safeguards as provided in the Environmental and Social Management Framework and the Resettlement Policy Framework, including without limitation, the preparation of ESMPs and RAPs, as necessary;
(f) the requirement that the Project Implementing Entity implements its Respective Part of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent accordance with the provisions of this Agreement or the Project AgreementPIM;
(iiig) at the request of an undertaking by the Recipient to pay or the Association, exchange views with the Recipient and the Association with regard cause to the progress of be paid to the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereofEntity any outstanding water bills by a public institution by December 31, 2008, and thereafter to ensure the Project Implementing Entity's performance timely payment of its obligations under the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures, the Annual Work Plans dues;
(h) sub-loan and Budgets, the Antisub-Corruption Guidelines grant terms and the Safeguard Documentsconditions; and
(ivi) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of an undertaking by the Project Implementing Entity’s Respective Part of the Project Entity to meet its operations and the achievement of the objective thereof; and
(c) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement, the Project Implementation Manual or the Manual of Procedures, on one handmaintenance costs fully by its 2008/9 fiscal year from revenues collected, and those set forth in this Agreement addition, its depreciation and the Project Agreementdebt service obligations, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevailby its 2011/12 fiscal year.
2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.
Appears in 1 contract
Samples: Financing Agreement
Subsidiary Agreement. 1. (a) To facilitate the carrying out of the Project Implementing Entity’s Respective Part Parts of the Project, the Recipient shall make the part of the proceeds of the Financing allocated from time to time to Category 1 available to the Project Implementing Entity under enter into a subsidiary agreement (“Subsidiary Agreement”) between the Recipient and the Project Implementing Entity, under terms and conditions approved by the Association (“Subsidiary Agreement”)Bank, which shall include the following provisions:
(ai) the obligation of the Recipient to:
(iA) make ensure that funds under Category (2) are made available by the funds of Category 1 available Association to the Project Implementing Entity by pari passu disbursements as follows: (A) up to 50% of the funds allocated to Category 1, in the form of a credit denominated in CFA Francs and repayable over thirty (30) years, including a grace period for the repayment of principal of ten (10) years, and with a 1.8% per annum interest rate, and (B) the balance of the funds allocated to Category 1 in the form of a non non-reimbursable grant; and
(iiB) take all actions necessary to permit the Project Implementing Entity to carry out the Project Implementing Entity’s Respective Part of the Project and ensure the achievement of the objective thereof;
(bii) the obligation of the Project Implementing Entity to:
(iA) carry out the Project Implementing Entity’s its Respective Part Parts of the Project in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Lease Contract, the Concession Contract, the Project Implementation Manual, the Manual of ProceduresPIM, the Anti-Corruption Guidelines, the Procurement Regulations, the Annual Work Plans and Budgets Budgets, and the Safeguard Documents;Environmental and Social Commitment Plan.
(iiB) promptly refund to the Recipient for further refund to the Association Bank any proceeds from the Financing Grant not used for purposes of carrying out the Project Implementing Entity’s Respective Part Parts of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement;
(iiiC) at the request of the Recipient or the AssociationBank, exchange views with the Recipient and the Association Bank with regard to the progress of implementation of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof, and the Project Implementing Entity's performance of its obligations under the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Manual of ProceduresPIM, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines Guidelines, the Procurement Regulations, and the Safeguard DocumentsEnvironmental and Social Commitment Plan; and
(ivD) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof; and.
(ciii) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement, the Project Implementation Manual Agreement or the Manual of ProceduresPIM, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevail.
2. (b) The Recipient shall exercise its rights and carry out its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association Bank and to accomplish the purposes of the FinancingGrant. Except as the Association Bank shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.
Appears in 1 contract
Samples: Grant Agreement
Subsidiary Agreement. 1. To facilitate the carrying out of the Project Implementing EntityNPT’s Respective Part of the Project, the Recipient Borrower shall make the part of the proceeds of the Financing allocated from time to time to Category 1 Loan available to the Project Implementing Entity NPT under a subsidiary agreement between Subsidiary Agreement among the Recipient Borrower, represented by the Ministry of Finance, and the Project Implementing EntityEntities, under terms and conditions approved by satisfactory to the Association (“Subsidiary Agreement”)Bank, and which shall include the following provisionsinclude:
(a) the obligation of the Recipient NPT to:
(iA) make pay the funds of Category 1 available Borrower a front-end fee in an amount equal to the Project Implementing Entity by pari passu disbursements as follows: Front-end Fee specified in Section 2.03 of this Agreement; (AB) up to 50% repay the proceeds of the funds allocated to Category 1, in the form Loan over a period of a credit denominated in CFA Francs and repayable over thirty twenty-five (3025) years, including inclusive of a grace period for the repayment of principal of ten and a half (1010.5) years, and with a 1.8% per annum interest rate, ; and (BC) pay interest on the balance principal amount of the funds allocated Loan withdrawn and outstanding from time to Category 1 in time at the form rate payable by the Borrower pursuant to Section 2.04 of this Agreement, subject to any request that the Borrower may make pursuant to Section 2.07 of this Agreement, plus an on-lending fee of a non reimbursable grantquarter of one percent (0.25%); and
(ii) take all actions necessary to permit the Project Implementing Entity to carry out the Project Implementing Entity’s ensure that its Respective Part of the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; ensure that its Respective Part of the Project is carried out in accordance with the provisions of the Project Operations Manual, and, except as the Bank shall otherwise agree in writing, not assign, amend, abrogate, or waive, or permit to be assigned, amended, abrogated, or waived, the aforementioned, or any provision thereof; ensure that its Respective Part of the Project is carried out in accordance with the provisions of the Environmental Guidelines, any Environmental Management Plans, the Resettlement Policy Framework, any Resettlement Action Plans, the Ethnic Minorities’ Development Framework, and any Ethnic Minorities’ Development Plans, and to not, except as the Bank shall otherwise agree in writing, assign, amend, abrogate, or waive, or permit to be assigned, amended, abrogated, or waived, the aforementioned, or any provision thereof; ensure that: (i) a financial management system is maintained and financial statements are prepared in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations and financial condition of NPT, including the operations, resources, and expenditures related to the Project; and (ii) such statements are audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and such audited financial statements are furnished to the Borrower and the Bank in accordance with the provisions of Section II.D.3 of the Schedule to the Project Agreement and made publicly available in a timely fashion and in a manner acceptable to the Bank; and ensure the achievement that procurement of the objective thereof;goods, works, and services required for its Respective Part of the Project is carried out in accordance with the provisions of Section III of this Schedule 2, as said provisions may be further elaborated in the Procurement Plan; and
(b) the obligation of EVN to guarantee, on behalf of NPT, the Project Implementing Entity to:
payments referred to in subparagraph (a) (i) carry out the Project Implementing Entity’s Respective Part of the Project in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement, the Lease Contract, the Concession Contract, the Project Implementation Manual, the Manual of Procedures, the Anti-Corruption Guidelines, the Annual Work Plans and Budgets and the Safeguard Documents;
(ii) promptly refund to the Recipient for further refund to the Association any proceeds from the Financing not used for purposes of carrying out the Project Implementing Entity’s Respective Part of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement or the Project Agreement;
(iii) at the request of the Recipient or the Association, exchange views with the Recipient and the Association with regard to the progress of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof, and the Project Implementing Entity's performance of its obligations under the Project Agreement, the Subsidiary Agreement, the Project Implementation Manual, the Manual of Procedures, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines and the Safeguard Documents; and
(iv) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project Implementing Entity’s Respective Part of the Project and the achievement of the objective thereof; and
(c) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement, the Project Implementation Manual or the Manual of Procedures, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevailparagraph 1.
2. The Recipient Borrower shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient Borrower and the Association Bank and to accomplish the purposes of the FinancingLoan. Except as the Association Bank shall otherwise agreeagree in writing, the Recipient Borrower shall not assign, amend, abrogate abrogate, or waive waive, or permit to be assigned, amended, abrogated, or waived, the Subsidiary Agreement aforementioned, or any of its provisionsprovision thereof.
Appears in 1 contract
Samples: Loan Agreement