CONFORMED COPY
GEF TRUST FUND GRANT NUMBER TF090304
Project Agreement
(Western Indian Ocean Marine Highway Development and Coastal and Marine
Contamination Prevention Project )
between
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
acting as an Implementing Agency of the Global Environment Facility
and
SOUTH AFRICAN MARITIME SAFETY AUTHORITY
Dated September 21, 2007
GEF TRUST FUND GRANT NUMBER TF090304
PROJECT AGREEMENT
AGREEMENT dated September 21, 2007, between INTERNATIONAL BANK
FOR RECONSTRUCTION AND DEVELOPMENT (the Bank) acting as an
implementing agency of the Global Environment Facility (GEF) in respect of grant funds
provided to the GEF Trust Fund by certain members of the Bank as participants of the
GEF and SOUTH AFRICAN MARITIME SAFETY AUTHORITY (SAMSA);
WHEREAS (A) by the Global Environmental Facility (GEF) Trust Fund Grant
Agreement of even date herewith between Republic of South Africa (the Recipient) and
the Bank, the Bank has agreed to make available to the Recipient an amount in various
currencies equivalent to eleven million Dollars ($11,000,000), on the terms and
conditions set forth in the GEF Trust Fund Agreement, but only on conditions that
SAMSA agree to undertake such obligations toward the Bank as are set forth in this
Agreement;
(B)
by a Tripartite Arrangement to be entered into among the Recipient,
SAMSA and IOC, part of the proceeds of the grant provided for under the GEF Trust
Fund Agreement will be made available to SAMSA on the terms and conditions set forth
in the said Tripartite Arrangement; and
WHEREAS SAMSA, in consideration of the Bank's entering into the GEF Trust
Fund Agreement with the Recipient, has agreed to undertake the obligations set forth in
this Agreement;
NOW THEREFORE the parties hereto hereby agree as follows:
ARTICLE I
Definitions
Section 1.01. Unless the context otherwise requires, the several terms defined in
the GEF Trust Fund Agreement, the Preamble to this Agreement and in the General
Conditions (as so defined) have the respective meanings therein set forth.
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ARTICLE II
Execution of the Project
Section 2.01. (a) SAMSA declares its commitment to the objectives of the
Project as set forth in Schedule 2 to the GEF Trust Fund Agreement, and, to this end,
shall carry out Parts A, D (1), and D (4) of the Project with due diligence and efficiency
and in conformity with appropriate administrative, financial, engineering, environmental
and social practices, and shall provide, or cause to be provided, promptly as needed, the
funds, facilities, services and other resources required for the carrying out of Parts A,
D (1), and D (4) of the Project.
(b)
Without limitation upon the provisions of paragraph (a) of this Section
and except as the Bank and SAMSA shall otherwise agree, SAMSA shall carry out
Parts A, D (1), and D (4) of the Project in accordance with the Implementation Program
set forth in Schedule 4 to the GEF Trust Fund Agreement, including the supervision,
monitoring and reporting obligations set forth therein.
Section 2.02. Except as the Bank shall otherwise agree, procurement of the
goods, works and consultants' services required for Parts A, (D) (1), and D (4) of the
Project and to be financed out of the proceeds of the GEF Trust Fund Grant shall be
governed by the provisions of Schedule 3 to the GEF Trust Fund Agreement, as said
provisions may be further elaborated in the Procurement Plan.
Section 2.03. (a) SAMSA shall carry out the obligations set forth in
Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to
insurance, use of goods and services, plans and schedules, records and reports,
maintenance and land-use rights, respectively) in respect of the Project Agreement and
Parts A, D (1), and D (4) of the Project.
(b)
For the purposes of Section 9.06 of the General Conditions and without
limitation thereto, SAMSA shall:
(i)
prepare, on the basis of guidelines acceptable to the Bank and
furnish to the Bank not later than six (6) months after the
Closing Date or such later date as may be agreed for this
purpose between the Bank and SAMSA, a plan designed to
ensure the continued achievement of the Project objectives; and
(ii)
afford the Bank a reasonable opportunity to exchange views
with SAMSA on said plan.
Section 2.04. SAMSA shall duly perform all its obligations under the Tripartite
Arrangement. Except as the Bank shall otherwise agree, SAMSA shall not take or concur
in any action which would have the effect of amending, abrogating, assigning or waiving
the Tripartite Arrangement, or any provision thereof.
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Section 2.05. (a) SAMSA shall, at the request of the Bank, exchange views with
the Bank with regard to the progress of Parts A, D (1), and D (4) of the Project, the
performance of its obligations under this Agreement and under the Tripartite
Arrangement, and other matters relating to the purposes of the Grant.
(b)
SAMSA shall promptly inform the Bank of any condition which
interferes or threatens to interfere with the progress of the Parts A, D (1) and D (4) of the
Project, the accomplishment of the purposes of the GEF Trust Fund Grant, or the
performance by SAMSA of its obligations under this Agreement and under the Tripartite
Arrangement.
ARTICLE III
Management and Operations of SAMSA
Section 3.01. SAMSA shall carry on its operations and conduct its affairs in
accordance with sound administrative, engineering, environmental and social practices
under the supervision of qualified and experienced management assisted by competent
staff in adequate numbers.
Section 3.02. SAMSA shall take out and maintain with responsible insurers, or
make other provision satisfactory to the Bank for, insurance against such risks and in
such amounts as shall be consistent with appropriate practice.
ARTICLE IV
Financial Covenants
Section 4.01. (a) SAMSA shall establish and maintain a financial management
system, including records and accounts, and prepare financial statements, in accordance
with consistently applied accounting standards acceptable to the Bank, adequate to reflect
its operations and financial condition and to register separately the operations, resources
and expenditures related to the Project.
(b) SAMSA
shall:
(i)
have its financial statements (balance sheets, statements of
income and expenses and related statements) for each Fiscal
Year (or other period agreed to by the Bank), audited, in
accordance with consistently applied auditing standards
acceptable to the Bank, by independent auditors acceptable to the
Bank;
(ii)
furnish to the Bank as soon as available, but in any case not later
than six months after the end of each such year (or such other
period agreed to by the Bank): (A) audited copies of the financial
statements referred to in paragraph (a) of this Section, for such
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year (or such other period agreed to by the Bank), and (B) an
opinion on such statements by said auditors, in scope and detail
satisfactory to the Bank; and
(iii)
furnish to the Bank such other information concerning such
records and accounts and the audit of such financial statements,
and concerning said auditors, as the Bank may from time to time
reasonably request.
Section 4.02. (a) Without limitation upon SAMSA's reporting obligations set out
in Schedule 4 to the GEF Trust Fund Agreement, SAMSA shall prepare and furnish to
the Bank a financial monitoring report, in form and substance satisfactory to the Bank,
which:
(i)
sets forth sources and uses of funds for the Project, both
cumulatively and for the period covered by said report, showing
separately funds provided under the GEF Trust Fund Grant;
(ii)
describes physical progress in Project implementation, both
cumulatively and for the period covered by said report, and
explains variances between the actual and planned Project
implementation; and
(iii)
sets forth the status of procurement under the Project, as at the
end of the period covered by said report.
(b)
The first FMR shall be furnished to the Bank not later than 45 days after
the end of the first calendar quarter after the Effective Date, and shall cover the period
from the incurrence of the first expenditure under the Project through the end of such first
calendar quarter; thereafter, each FMR shall be furnished to the Bank not later than 45
days after each subsequent calendar quarter, and shall cover the period not covered by the
previous FMR until the end of such calendar quarter.
ARTICLE V
Effective Date; Termination;
Section 5.01. This Agreement shall come into force and effect on the date upon
which the GEF Trust Fund Agreement becomes effective.
Section 5.02. This Agreement and all obligations of the Bank and of SAMSA
thereunder shall terminate on the date on which the GEF Trust Fund Grant Agreement
shall terminate in accordance with its terms, and the Bank shall promptly notify SAMSA
thereof.
Section 5.03. All the provisions of this Agreement shall continue in full force and
effect notwithstanding any cancellation or suspension under the General Conditions.
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ARTICLE VI
Miscellaneous Provisions
Section 6.01. Any notice or request required or permitted to be given or made
under this Agreement and any agreement between the parties contemplated by this
Agreement shall be in writing. Such notice or request shall be deemed to have been duly
given or made when it shall be delivered by hand or by mail, telex or facsimile to the
party to which it is required or permitted to be given or made at such party's address
hereinafter specified or at such other address as such party shall have designated by
notice to the party giving such notice or making such request. Deliveries made by
facsimile transmission shall also be confirmed by mail. The addresses so specified are:
For the Bank:
International Bank for
Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable
address:
Telex:
Facsimile:
INTBAFRAD 248423
(MCI)
(202)
477-6391
Washington, D.C.
64145 (MCI)
For SOUTH AFRICAN MARITIME SAFETY AUTHORITY:
SAMSA
161 Lynnwood Road
Brooklyn 0181
South Africa
Facsimile:
27-12-366-2601
Section 6.02. Any action required or permitted to be taken, and any document
required or permitted to be executed, under this Agreement on behalf of SAMSA, or by
SAMSA on behalf of the Recipient under the GEF Trust Fund Agreement, may be taken
or executed by its Chairman of the Board or such other person or persons as its Chairman
of the Board shall designate in writing, and SAMSA shall furnish to the Bank sufficient
evidence of the authority and the authenticated specimen signature of each such person.
Section 6.03. This Agreement may be executed in several counterparts, each of
which shall be an original, and all collectively but one instrument.
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IN WITNESS WHEREOF, the parties hereto, acting through their duly
authorized representatives, have caused this Agreement to be signed in their respective
names in Pretoria, Republic of South Africa, as of the day and year first above written.
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
as an Implementing Agency of the Global Environment Facility
By
/s/ Ritva S. Reinikka
Authorized Representative
SOUTH AFRICAN MARITIME SAFETY AUTHORITY
By
/s/
Captain
Saleem
Modak
Authorized Representative