IFAD TNSP loan agreement with Vietnam

8/3/2019 IFAD TNSP loan agreement with Vietnam

1/34

CONFORMED COPYLOANNO. L-I-826-VN

GRANTNO. G-I-C-826-VN

F INANC ING AGREEM ENT

Agriculture, Farmers and Rural Areas Support Project in the Gia Lai, Ninh Thuanand Tuyen Quang Provinces

(TNSP)

the

SOCIAUST REPUBLIC OF VIET NAM

INTERNATIONAL FOR AGRICULTURAL


2/34

FINANCING AGREEMENT

Loan L-I-826-VNGrant Number:

Farmers and AreasProvinces (TNSP) (the

in the Gia

Nam

The International Fund Agricu Development (the "Fund" ora "Party" and collectively, the "Parties")

hereby agree as follows:Section A1. The following documents collectively form this Agreement: this document, the

and Implementation Arrangements (Schedule 1), the Allocation TableCovenants (Schedule

Fund's General Ag dated29 2009, as may be amended from time to time (the "General Condltlons") areannexed to this Agreement, and all provisions thereof shall apply to this Agreement. Forthe of this the terms defined in General Conditions shall havethe set forth

B


3/34

Accounts in oneto IFAD in order to receive advance

Account at the provincial

shall ensure the shall, on behalfcounterpart financing for the Project in the totalUSD 270 000 to of

Section CLead be the Gia Lai Provincial

Ninh Thuan and the Tuyen Quang PPCfor the Loan component of the Financing,and MARDfor the Grant component of the Financing.2. The following are designated as Project Parties:

the Departments of Planning and Investment (DPI) of Gia Lai province, NinhThuan province, and Tuyen Quang province, or any successor(s) thereto;Agriculture and Rural Development (DARD) of Lai

province, Ninh Thuan province, Tuyen Quang province or any successor(s)

any

Section D


4/34

2< The following are designated as conditions to withdrawal that arein addition to those contained in Section 4.02 (b) of the General Conditions:

No withdrawal shall be made from the Loan Accounts in ofexpenditures under Category IV (Community Development Fund) until aCommunity Development manual shall have submitted to and approvedby the Fund and the respective PPCs.

(b) made from the Loan Accounts in respect ofV (Pro-Poor Promotion Fund) until

a Pro-Poor Promotion Fund have toand approved by the Fund and the PPCsfor use in all the IJr{"\lt:>,-r

(c) Nowithdrawal shall be made from the Loan Accounts in respect ofexpenditures under Category VI (Financial Services) until two manuals for theWomen Economic Development Fund, one for Ninh Thuan province and onefor Gia Lai province, shall have been submitted to and approved by the Fundand the respective PPCs.

The following are the desiqnated representatives and addresses to be used for anycommunication related to this Agreement:

For the Fund: For the Borrower/Recipient:PresidentInternational Fund for AgriculturalDevelopmentVia Paolodi Dono, 4400142 Rome, Italy

Minister for Financeof the SocialistRepublic of Viet NamMinistry of Finance28, Tran Hung Dao StreetHoan Kiem District, HanoiRepublic of Viet Nam


5/34

Schedule 1and

I. Project Description

assist in implementing theon Farmers, Rural Areas 24j2008/NQ/CP dated

28 October 2008). The goal of the Project is to improve the quality of life for rural people,with a particular focus on those living in the most disadvantaged areas described inthe policy on Agriculture, Farmers, and Rural Areas).3. Objectives.The objective of the Project is to increase the participation in economicactivities of ethnic minority and rural poor households living in poor communes in theProject Area.4. Project shall consist of the following Components:

4.1 Component 1: Institutional Strengthening for Implementation ofPro-Poor Initiatives under the policy on Agriculture, Farmers, and RuralAreas. This on strengthening policy and institutionalenvironment for carrying out and sustainable pro-poor market-orientedinnovations with a focus on ethnic minorities, and for engaging the private sector in

implementation of the policy on Agriculture, Farmers, and Rural Areas.


6/34

1 ,Thisand

4.2 Component 2: Promotion of Pro-Poor Value Chains. This Componentfocuses on making demand-driven and value chain-focused services (public andprivate) available in order to better connect poor ethnic minority households withmarket opportunities.4. 1, prioritization of pro-poor value(Sub-component 2. . This Sub-component aims to identify, prioritize, anddevelop major pro-poor value chains in the Project Area. A value chain actionplan shall be developed for each value chain, and interventions shall benr,::>I''\t'l''::>ii'ori at the district level. An Agri-Business Promotion Working Group

to participate in the valuedevelopment the value chain action plans.

research and extension services (Sub-componentis intended to ensure the production of value chain

research and extension services (public and private sector providers) in orderthe of the poo~


7/34

3.1). Thisat the commune and villagepriority investments for soclo-

with a focus on poor and communities.(Sub-component 3.the

fromassistance and support to various kinds of

groups.. To

shall provide resourcesfor putting the training received into action through the establishment of aCommunity Development Fund that shall make resources available for publicinfrastructure, human capacity building, and productive infrastructure,equipment and input investments to managed by farmers' groups. Amanual shall be prepared for review and approval by the Fund to support thisestablishment. For those villages applying for public infrastructure funding, itmust be demonstrated that the economic benefits from such funding are

at 50% of the households in the village. Evidence of suchdistribution shall be made available through annual reports.

II. Implementation Arrangements

5,1. and Composition. At the provincial level, the Provincial People'sCommittees shall provide policy guidance to the Project. The PPCsshall

the appointments staff in Coordination Unit (PCU). Inthe PPCsshall issue to


8/34

6.6.1. In each province, PPCsshallissue a decision to a PCU.EachPCUshall by a full-time

include the following full time staff: PCUDeputy-Director, CommuneSenior M&EOfficer, M&E cum Knowledge Management Officer,

Institution and Building Value Chains Development Officer,Market-oriented Economy Advisor, FinancialAccountant, Procurement and Civil Work Specialist, andsuch as may be from time to time

PCUs assist the PSCin coordinatingand PPCin managing and IFAD resources. PCUs

shall report directly to the PSCand act as an advisory body for the ppc. Themandate of the PCUshall be to ensure: (I) the implementation of the Project;(ii) coherence of the project approaches and strategies, and integration amongproject activities; (iii) coordination and synergy of the Component Lead Agencies(CLAs), other co-implementing agencies (CIAs), and technical service providers,and the district and commune level agencies, and grassroots communities;(lv) mobilization of resources from the private sector, mass organizations,professional associations, research institutes, technical centres, andnon-government organizations; (v) accountable management of IFADandgovernmental resources through the preparation of a Project ImplementationManual, an AWPB,and a procurement plan, and through the selection of technicalassistance and audit service providers, as well as through the establishment and

M&E knowledge policyinterventions.6.3. Component Lead Agencies (CLA). For each Component, the PPCshall issuea designating a CLA.Whilst the CLAswill not establish separateimplementation for the Project within their departments, they will appoint aand an accountant to work with In

per ofAWPB with


9/34

8.1. The DPCs issue decisions establishing Commune Development Boardscommune. The CDBshall be by the Chairman of theof Head of the Union, the Head of theYouth Union, the Commune Agricultural Officer, the Commune

Extension Worker, Commune Animal Health Worker, the Infrastructure theHead for each the Commune

as shall be decided from time to time with the Fund. Theall of the activities at the commune and

In vii in Area, Village Developmentwill be established by the CPCs. VDBs shall be made up of the Village Head, theHead of the Women's Union, the Head of the Farmers' Union, the Head of the YouthUnion, and two representatives from better-off and poor households respectively.

9.

9. L Recruitment Key PCUStaff. The full-time Project Directors, Deputy ProjectDirectors, and Chief Financial Officers/Chief Accountants in each province shall beappointed by the ppc. The Grant activities will require the appointment of a ProjectDirector and a Project Coordinator within the relevant departments, as decided byMARD.

10.1. Management Capacity Building (Sub-component1.1): The DPls shall be directly responsible for coordinating the activities under this


10/34

l.e. ProvincialSub-Bureau shall

10.8. Promotion of Pro-PoorUnits

10.10. Planning MOP-SEDP 3. . The DPCs/DASUsshall have primary responsibility for organizing and implementing the orientationand training activities planned under this Sub-component.10.11. Engaging the Poor in Value Chains (Sub-component 3.2): Mass organizationsshall have the primary responsibility for identifying Common Interest Groups (CIGs)and Collaborative Groups and shall provide assistance in conducting basic

assessments. The CPC/CDBsshall be responsible for assembling andmanaging the data base of existing CIGs/CGs. The DPCs/DASUs,as well as themass organisations, shall provide assistance in identifying trainers to be contractedto address needs as requested by the commune.

3. . The CPCsshallensuring use of CDF resources, including

management and oversight of commune level investments.

11.


11/34

Schedule 2

L of Loan and Grant (a) The Table below sets forthof Eligible Expenditures to financed by the Loanand the Grant and the allocation of theamounts of Loan and the Grant to the no,-ronr:o.nfor items to financed in each

LoanAmount Grant AmountAllocated Allocated

1. and 100% net of taxes or 90% ofMaterial total expendituresa. TQ 1230 000b.NT 625 000c. GL 675 000d. MARD 20 000

II. Civil Works 100% net of taxes or 90% oftotal expenditures

a.TQ 80000b. GL 35 000III. 100% of total expendituresWorkshops, Technicalassistance and Studies

270 000b.NT 480 000c. GL 1530 000d. MARD 180 000

I V . 100% net of taxes andbeneficiaries' contribution


12/34

The terms in Table are asMaterial related to I(d) means

II. Civil Works relates to the construction rehabilitation of PCUbuildings.III. Assistance services

V. The Pro-Poor Agribusiness Promotion Fund (PAPF)makes resources availablefor proposals received jOintly from businesses and CIGs from Project Areacommunes. To be considered, all proposals must contemplate matching PAPFcontributions with an investment by the business submitting the application that isequivalent to at least 50% of the PAPF.VI. Financial Services makes resources available for the Women DevelopmentSupport Fund (WDSF) in Ninh Thuan province and for setting up a WomenEconomic Development Fund (WEDF) in Gia Lal province.

Costs. Withdrawals in respect of expenditures for start-up costs forIII incurred before the the conditions to

withdrawal shall not an aggregate amount of SDR 120 000.


13/34

Schedule 3

In accordance with Section 12.01 (a) (xxiii) of the General Conditions, the Fund maysuspend, in whole or in part, the right of the Borrower/Recipient to request withdrawalsfrom Loan Account if has in the anycovenant set forth below, and the Fund has determined that such default has had! or is

to aI) province issue Guidelines on and

of commune market-oriented participatory socio-economicdevelopment planning and implementation in the Project Area before the endof the 1sT year of the Project. The PPCsshall issue similar Guidelines for theirentire province by the end of the year of the Project.

ii) The PCUsin each province shall ensure that gender is mainstreamed in allProject activities by using a guidance manual to be developed by the Projectbefore the end of the first year of the Project.

iii) The PPCsin each province shall issue a Decision concerning the establishmentof the following thematic working groups: Market-Oriented ParticipatorySocio-Economic Development PlanThematic Working Group (MOP-SEDPTWG), Business Environment Reform Thematic Working Group (BER-TWG),and Agribusiness Promotion Working (APWG) the end theyear the Project.

Iv) The PCUsin each province shall develop appropriate Terms of References foreach staff position to be funded by the Project. The PCUshall organise a fairand transparent process for identifying and selecting candidates who areand of meeting all of the requirements contained in the termsreference. Itshall further obtain IFAD's for staff

Deputy andstaff


14/34

GENERAL CONDITIONS FOR AGRICULTURAL DEVELOPMENT FINANCING(as amended September 2010 )

ARTICLE 1- APPLICATIONSECTION 1.01. Application of General Conditions.

These General Conditions apply to all FinancingSection 2.01 ). to other if an :::!nr'''''''''imof these General Conditions does notthat it does not to an the

ARTICLE II ~DEFINITIONSSECTION 2.01. General Definitions.The following terms have the following meanings wherever used in these General Conditions:

means a Financing Agreement or other agreement subject to these General Conditions."Annual Workplan and Budget" or "AWPB" means the annual workplan and budget for carrying out aProject during a particular Project Year, which includes the Procurement Plan.

"Coercive means impairing or harming, or threatening to impair or harm, directly or indirectly,any party or the property of the party to influence improperly the actions of a party."Collusive practice" means an arrangement between two or more parties designed to achieve an

purpose, including influencing improperly the actions of another party.L:OiOPElratmonstitution" means an institution

for the administration of the


15/34

means a Financingto which the Fund agrees to extend

or IJrr'rtr'c:.rnto the Borrower/Recipient.

Closing Date" means the date on which the right of the Borrower/Recipient towithdrawals from the Loan Account and/or Grant Account which is six (6) months after theProject Completion Date or such later date as the Fund may designate by notice to the

"Fiscal Year" means the twelve-month period as such in an Agreementato obtain a financial or other

nnAJlnflH/ oror to avoid an

"Freely convertible currency" means any currency so designated by the Fund at any time."Fund" means the International Fund for Agricultural Development."Grant" means a grant extended to a Recipient pursuant to a Financing Agreement or otherAgreement."Grant Account" means the account in the books of the Fund opened in the name of the Recipient towhich the amount of the Grant is credited."Guarantee Agreement" means an agreement between a Member State and the Fund by which suchMember State guarantees the performance of another Agreement."Guarantor" means any Member State designated as such in a Guarantee Agreement."IFAD Procurement Guidelines" means the Procurement Guidelines approved by the Fund'sExecutive Board in December 2004 (for Financing approved by the Fund's Executive Board prior toSeptember 2010) or the Project Procurement Guidelines approved by the Fund's Executive Board inSeptember 2010 (for Financing approved by the Fund's Executive Board after September 2010) assuch may be amended the Fund.2

the as its reference rate


16/34

"Procurement Plan" means the Kf)rrf),tAI",.rl(18) month period of Prf)jAf'ttwelve (1 month

Procurement Plan rnl./PF,nnas the same shall be

"I-','f)it>f't"" means thein whole or in part, by the Financing.

or programme described in an Agreement and

Date" means the date in an Agreement on which the ofor such later date as the Fund may by notice to the

"Project Implementation Period" means the period during which the Project is to be carried out,beginning on the date of entry into force of the Agreement and ending on the Project CompletionDate."Project Member State" means the Member State in which the Project is carried out"Project Party" means each entity responsible for the implementation of the Project or any partthereof. The term "Project Party" includes (but is not limited to) the Lead Project Agency and anyentity designated as a Project Party in an Agreementl.Jrr>'o.", Year" means the on the date of into force of an andending on the last of the then-current Fiscal and each period thereafter beginning on thefirst of the Fiscal Year and on the last thereof, provided, that if the date of entryinto force of the Agreement falls after the midpoint of the Fiscal Year, Project Year 1 shall continuethrough the following Fiscal Year.

"Recipient" means the designated as such in an Agreement.to any amount in any currency at the time of

as determined the Fund in accordance


17/34

SeCTION 2.02. Use of Terms.As used in these Conditions and any as the context otherwiseterms in the singular include the terms in the plural include the singular, and masculinepronouns include the feminine.SeCTION 2.03. References and Headings.Unless otherwise references in these General Conditions to Articles or Sections refer toArticles or Sections of these General Conditions. The of the Articles and Sections and in theTable of Contents of these General Conditions are and do notform of these General Conditions.

ARTICLE 111-THE COOPERATING INSTITUTIONSeCTION 3.01. Appointment of the Cooperating Institution.A Financing Agreement may provide that a Cooperating Institution will be appointed to administer theFinancing and supervise the Project.SeCTION 3.02. Responsibilities of the Cooperating Institution.If appointed, the Cooperating Institution shall be responsible for:

facilitatinq Project implementation by asslstinq the Borrower/Recipient and the ProjectParties in and complying with the

the Borrower/Recipient's withdrawal applications to determine the amountswhich the Borrower/Recipient is entitled to withdraw from the Loan and/or Grant Account;reviewing and approving on a no-objection basis the procurement of goods, civil worksand services for the Project financed by the Financing;

with theto the attention of the Fund and any substantial non-remedies and


18/34

SECTION 4 .01 loan and Grant Accounts.the into force of a FinancingAccount in the name of the KArrAIAIrll-l'("

Grant thereto,the Fund shall open a Loan Account and/or a Grantand credit the principal amounts of the Loan and the

SECTION 4 .02 . Withdrawals from the Loan and Grant Accounts.Between the date of entry into force of the Agreement and the Financing Closing the

. . . """I ' \ \A 10,,.1 (E1CI[)leI1tmay withdrawals from the Loan Account and/or Grant Account ofamounts or to be for The Fund shall the ofthe minimum amount for withdrawals.

No withdrawal shall be made from the Loan and/or Grant Accounts until the first AWPB hasbeen approved by the Fund and the Fund has determined that all other conditions specified in theFinancing Agreement as additional general conditions to withdrawal have been fulfilled,The Financing Agreement may also establish additional specific conditions precedent to withdrawalapplicable to particular categories or activities, Withdrawals to meet the costs of starting up theProject may be made from the date of entry into force of the Agreement, subject to any limitsestablished in the Financing AgreementSeCTION 4 .03 . Special Commitments.Upon the Borrower/Recipient's request. the Fund may agree to make an irrevocable commitment topay amounts necessary to guarantee a Letter of Credit used to finance Eligible Expenditures (a"Special Commitment") on such terms and conditions as the Borrower/Recipient and the Fund mayagree.SeCTION 4 .04 . Applications for Withdrawal, or Special Commitment.(a) When the Borrower/Recipient wishes to request a withdrawal from the Loan and/or GrantAccounts or a Commitment, the Borrower/Recipient shall deliver to the Fund an application inthe form specified therefor by the Fund, together with such documents and other evidence in supportof such application as the Fund shall request


19/34

A withdrawal shall be deemed made as of theaccount of the Fund chosen for the purpose ofon which the relevant financial institution debits the

such withdrawal.SECTION 4.07. Allocations and Reallocations of Financing Proceeds.

A Financing Agreement may allocate the amount of theand the of such

to categories of Eligibleto be financed by the

The Fund shall monitor the uses of thehas been or is about to be aelJle'rea in order to determine when the allocation to a

If the Fund determines that the amount of theto a category of is or will beBorrower/Recipient:

n""'FIr' allocated in the Financing llr,,'OQrYthe Fund may, by notice to the

(i) reallocate to such category amounts of the Financing allocated to another category to theextent required to meet the estimated shortfall; and/or

(Ii) if such reallocation will not fully meet the estimated shortfall, reduce the percentage ofsuch Eligible Expenditures to be financed by the Financing.SECTION 4.08. Eligible Expenditures.3(a) The Financing shall be used exclusively to finance expenditures meeting each of the followingeligibility requirements:

The shall meet the reasonable cost of goods, works and services requiredfor the Project and covered by the relevant AWPB and in conformity with theFund's Procurement Guidelines.The expenditure shall be incurred during the Project Implementation Period, except thatexpenditures to meet the costs of winding up the Project may be incurred after theProject Completion Date and before the Date.

shall be incurred


20/34

If the Fund determines that any amount withdrawn from the Loan and/or Grant Accounts was notused for the purposes indicated or will not be needed thereafter to Eligible Expenditures, theshall promptly refund such amount to the Fund upon instruction by the Fund.

as the Fund shall otherwise agree, such refund shall be made in the currency used theFund to disburse such withdrawal. The Fund shall credit the Loan and/or Grant Accounts by the SDR

of the amount so refunded.

ARTICLE V ~LOAN SERVICE PAYMENTSSeCTION 5.01. Lending Terms."

on as

(a) Highly Concessional Terms: Loans granted on highly concesslonal terms shall be free ofinterest but bear a service charge of three fourths of one per cent (0.75%) per annum payable semi-annually in the Loan Service Payment Currency, and shall have a maturity period of forty (40) years,including a grace period of ten (10) years starting from the date of approval of the Loan by the Fund'sExecutive Board.(b) Hardened Terms: Loans granted on hardened terms shall be free of interest but bear a servicecharge of three fourths of one per cent (0.75%) per annum payable semi-annually in the Loan ServicePayment Currency, and shall have a maturity period of twenty (20) years, including a grace period often (10) years starting from the date of approval of the Loan by the Fund's Executive Board.

(lr::>,nf"'.f1 on intermediate terms shall be subject to interest on theamount of the Loan at a rate of one half of the IFAD Reference Interest Rate

in the Loan Service Payment Currency, and shall have a maturity period oftwenty (20) years, including a grace period of five (5) years starting from the date that the Fund hasdetermined that all conditions precedent to withdrawal have been fulfilled in accordance withsection 4.02(b).

lrrtln",,., Terms: Loansamount of the Loan


21/34

The Borrower shall have the to prepay all or any part of the principal amount of thenrrl\fltlP that the Borrower pays all accrued and unpaid interest and service charges on the amount to

which are due as of the date. All shall be credited first againstinterest and service and then Loan instalments.

(c) Any partial cancellation of the Loan shall be applied pro rata to any remaining paymentinstalments of the principal amount of the Loan. The Fund shall notify the Borrower of suchna'lTllrIn the dates and amounts of the remaining instalments after giving effect thereto.SeCT ION 5 .0 3. Manner and Place of Payment.All Loan Service to such account or accounts in such bank or other financialinstitution as the Fund may rioclnn


22/34

in accordance with plans, design and workschedules and construction methods agreed by the Borrower/Recipient and thein accordance with the provisions of the relevant Agreement, the AWPBs, and theProcurementin accordance with the criteria andfinancing laid down from time to time by theExecutive Board of the and

as to ensure the of its achievements over time.IJrr"a.rrC! shall be implemented on the basis of an Annual Workplan and Budget (AWPB).The Lead Project Agency shall prepare a draft Project AWPB for each Project tothe extent appropriate, on the draft AWPBs prepared by the various Project Parties.Each draft Project AWPB shall include, among other things, a detailed description ofplanned Project activities during the coming Project Year, a Procurement Plan, and thesources and uses of funds.

(ii) Before each Project Year, the Lead Project Agency shall, if required, submit the draftProject AWPB to the oversight body designated by the Borrower/Recipient for its review.When so reviewed, the Lead Project Agency shall submit the draft Project AWPB to theFund for comments no later than sixty (60) days before the beginning of the relevantProject Year. If the Fund does not comment on the draft Project AWPB within thirty (30)

of receipt, the AWPB shall be deemed acceptable to the Fund.The Lead Project Agency shall adopt the Project AWPB in the form acceptedFund, the

The Lead Project Agency may propose adjustments in the Project AWPB during therelevant Project Year, which shall become effective after acceptance by the Fund.

SECTION 7.02. Availability of Financing Proceeds.available to the Projector otherwise the


23/34

those of eachand nrr,f'Cirl, are conducted and coordinated in accordance with sound administrative

SeCTION 7.05. Procurement.Procurement of goods, works and services financed by the Financing shall be carried out in

accordance with the of the Borrower/Recipient's regulations, to the extentsuch are consistent with the IFAD Procurement Guidelines. Each Procurement Plan shall tr1o,nm\Iwhich must be by the in order to ensure consistency

with the IFAD Procurement Guidelines.notice to the Borrower! the Fund may that all bidding documents and

contracts for procurement of goods, works and services financed by the includecontractors, sub-contractors and consultants to:

allow full inspection by the Fund of all bid documentation and related records;(ii) maintain all documents and records related to the bid or contract for three years after

completion of the bid or contract; and(iii) cooperate with agents or representatives of the Fund carrying out an audit or

investigation.SeCTION 7.06. Use of Goods and Services.All goods, services and buildings financed by the Financing shall be used exclusively for the purposesof the Pr(~i",,~tSeCTION 7 .07 . Maintenance.The Borrower/Recipient shall ensure that all facilities and civil works used in connection with theProject shall at all times be properly operated and maintained and that all necessary repairs of suchfacilities shall be made promptly as needed.SeCTION 7.08. Insurance.


24/34

SECTION 7.10. Performance of the Agreements.The shall be fully responsible to the Fund for the due and timely "QrfnrfYl::>r1t'Q

of all obligations ascribed to it, the Lead and all other Parties under anyAt1f'QPITlPnt To the extent any Project Party enjoys personality from theBorrower/Recipient, any reference to an obligation of such Project Party in an Agreement shall bedeemed an obligation of the Borrower/Recipient to ensure that such Party performs such

The by any Party of any obligation ascribed to it in an Agreement shallthe and of the HnrrnlAfQr/The shall take all necessary or action within its powers

enable and assist the Lead Agency and any other Project Party to its obligationsunder an Agreement The Borrower/Recipient shall not take, and shall not permit any third party totake, any action that would interfere with such performance.SECTION 7.11. Key Project Personnel.The Borrower/Recipient or the Lead Project Agency shall appoint the Project Director and all otherkey Project personnel in the manner specified in the Agreement or otherwise approved by the Fund.All key Project personnel shall have qualifications and experience specified in the Agreement orotherwise approved by the Fund, The Borrower/Recipient shall exercise best efforts to ensurecontinuity in key Project personnel throughout the Project Implementation Period. The Borrower/Recipient or the Lead Project Agency shall insure key Project personnel against health and accidentrisks to the extent consistent with sound commercial practice or its customary practice in respect of itsnational civil service, whichever is appropriate.SECTION 7.12. Project Parties.Each Project Party shall, as required to carry out the Project in accordance with Section 7.01:

promptly take all necessary or appropriate action to maintain its corporate existence and toacquire, maintain and renew its rights, properties, powers, privileges and franchises;


25/34

SECTION 7,15. Relending Rates.the Period, the and the Fund shall periodically review

the interest rates to any credits extended to members of the Target Population which arefinanced or indirectly) by the Financing. These reviews be with theobjective of reaching or maintaining positive interest rates over time. The Borrower/Recipient shall takeany measures, consistent with its policies and the Fund's policies, to achieve thatAmong such measures, the Borrower/Recipient and each Project Party extending such credits shallendeavour to minimise its costs. For purposes of this Section, the term "positive interest rate" means, inyo",,.,ol'l of any credit extended by any an interest rate which, after effect to mtlo>tli"m

such to recover its costs and achieveSECTION 7.16. Project Completion.The Borrower/Recipient shall ensure that the Project Parties complete the implementation of the Projectby the Project Completion Date. The Fund and the Borrower/Recipient shall agree on the disposition ofthe assets of the Project upon its completion.

ARTICLE VIII-IMPLEMENTATION REPORTING AND INFORMATIONSECTION 8.01. Implementation Records.The Borrower/Recipient shall ensure that the Project Parties maintain records and documentsadequate to reflect their operations in implementing the Project (including, but not limited to, copies ororiginals of all correspondence, minutes of meetings and all documents relating to procurement) untilthe Project and shall retain such records and documents for at least ten (1 yearsthereafter.SECTION 8.02. Monitoring of Project Implementation.

establish and thereafter maintain an appropriate information management inaccordance with the Fund's Guide for Project Monitoring and Evaluation with which it shallmonitor the IJrr\lor,t


26/34

The shall ensure that the recommendations resulting from the Mid-TermReview are within the time therefor and to the satisfaction of the Fund. Suchrecommendations may result in modifications to the or cancellation of theSECTION 8.04. Completion Report.

SECTION 8.05. Plans and Schedules.The Project Parties shall furnish to the Fund promptly upon their preparation, such plans, designstandards, reports, contract documents, specifications and schedules relating to the Project, and anymaterial modifications subsequently made therein.SECTION 8.06. Other Implementation Reports and Information.In addition to the reports and information required by the foregoing provisions of this Article:

(a) The Borrower/Recipient and the Project Parties shall promptly furnish to the Fund suchother reports and information as the Fund shall on any matter tothe or any Project

(b) The Borrower/Recipient and the Project Parties shall promptly inform the Fund of anycondition that interferes with, or threatens to interfere with, the implementation of the Projector the achievement of its objectives. In particular, the Borrower/Recipient and the ProjectParties shall promptly notify the Fund of any allegations of fraud and/or corruption that arereceived in relation to any of the activities.

ARTICLE IX FINANCIAL REPORTING AND INFORMATIONSeCTION 9.01


27/34

within six months of the end of each Fiscal furnish to the Fund a certified copyof the audit report The Borrower/Recipient shall submit to the Fund the reply to the

n"",arnO'"lT letter of the auditors within one month ofif the does not furnish any required audit report in ~",ti~t::l('tr\r\form and the Fund determines that the Borrower/Recipient is unlikely to do so within areasonable period, the Fund may engage independent auditors of its choice to audit theaccounts to the Project The Fund may finance the cost of such audit bywithdrawal from the Loan and/or Grant Accounts.

SeCTION 9.04. Other Financial Reports and Information.provisions of this Article:

(a) The Borrower/Recipient and the Project Parties shall promptly furnish to the Fund suchother reports and information as the Fund shall reasonably on any financialmatter relating to the Financing or the Project or any Project Party.

(b) The Borrower/Recipient and the Guarantor shall promptly inform the Fund of anycondition that interferes with, or threatens to interfere with, the maintenance of LoanService Payments.The Project Member shall promptly furnish to the Fund all information that the Fundmay reasonably request with respect to financial and economic conditions in its territory,including its balance of payments and its external debt.

ARTICLE X ~COOPERATIONSECTION 10.01. Cooperation, Generally.The Fund, the Cooperating Institution and each Project Party shall cooperate fully to ensure that the

the Project are achieved.SECTION 10.02. Exchange of Views.


28/34

SeCTION 10.05. Evaluations of the Project.The and each IJr(~o,rtParty shall facilitate all evaluations and reviews of the

Project that the Fund may carry out during the Implementation Period and for ten (10) yearsthereafter.

the term "facilitate" in addition to full compliance with Articles VIII, IXof such evaluations and includes timely logisticalavailable personnel and equipment and promptly such other action

in connection with such evaluations and but does not include

SeCTION 10.06. Country Portfolio Reviews.The Project Member State shall permit the agents and representatives of the Fund, in consultationwith the Project Member State, to enter its territory from time to time to exchange views with suchpersons, visit such sites, and examine such data, records and documents as the Fund mayreasonably request in order to carry out a general review of all projects and programmes financed, inwhole or in part, by the Fund in its territory and all financing extended by the Fund to the ProjectMember State. The Project Member State shall ensure that all concerned parties cooperate fully insuch review.

ARTICLE XI- TAXATIONSeCTION 11.01. Taxation.

The and all Loan Service Payments shall be exempt from allService Payments shall be made free and clear of Taxes. and all Loan

(b) The Agreement shall be exempt from any Taxes on signature, delivery or registration.

SeCTION Refunds.


29/34

o.


30/34

and the Fund has determined that suchamendment or modification has had, or is likely to have, a material adverseeffect on the I -Jrr" , : :""r

The Fund has suspended, in whole or in part, the right of the Borrower/Recipient or theGuarantor to request or make withdrawals under any other Agreement with the Fund.The Borrower/Recipient or any Project Party has failed to perform any other obligationunder the or any other "'nrt=l;;:'m,"nrThe Fund determines that any amount of the has been used to finance an

other than anThe after consultation with the Borrower/Recipient, has determined that thematerial benefits of the Project are not adequately reaching the Population, or arebenefiting persons other than the Target Population to the detriment of the TargetPopulation.

(xxiii) The Borrower/Recipient has defaulted in the performance of any Special Covenant setforth in the relevant Agreement, and such default has continued unremedied for a period ofthirty (30) days, and the Fund has determined that such default has had, or is likely tohave, a material adverse effect on the Project

(xxiv) The Fund has given notice to the Borrower/Recipient that credible allegations ofcoercive, collusive, corrupt or fraudulent practices in connection with the Project havecome to the attention of the Fund, and the Borrower/Recipient has failed to take timelyand appropriate action to address the matters to the satisfaction of the Fund.Procurement has not been or is not being carried out in accordance with the IFADProcurement Guidelines.

(xxvi) Upon the occurrence or non-occurrence, as the case may be, of any event specified inthe relevant Agreement as an additional ground for suspension.

Such suspension shall become effective upon dispatch of notice by the Fund to theand the Guarantor. Such suspension shall continue until the Fund has notified thethat to withdrawals has been restored


31/34

The Fund has determined that any amount of theother than an and the i-{r.,rrn'>A,orlhol'irefund such amount to the Fund upon the Fund's instructions.

has been used to anhas failed to

The Fund has received any notice from the Guarantor terminating its obligations underthe Guarantee nnro


32/34

SECTION 12.06. Other Remedies.The remedies of the Fund set forth in this Article shall not limit or otherwiseremedies available to the Fund otherwise.

or

ARTICLE XIII - ENTRY INTO FORCE AND TERMINATIONSECTION 13.01. Entry into Force.

or amendment thereto shall enter into force on the date when both the Fund and theoorrowerrreecunern have signed it, unless the states that it is subject to ratification, in

Lrlf"'''>'''O-U shall enter into force on the date the Fund receives an instrument of

SECTION 13.02. Termination before Withdrawal.The Fund may terminate the Agreement and all rights and obligations of the parties thereunder if:

(a) before the date of first withdrawal from the Loan and/or Grant Accounts, any event ofsuspension specified in Section 12.01 has occurred; or(b) before the date of first withdrawal from the Loan and/or Grant Accounts, the

Borrower/Recipient, the Guarantor or any other Project Party has taken any actioninconsistent with the object and purpose of any Agreement

SECTION 13.03. Termination upon Full Performance.An Agreement and all obligations of the parties thereunder shall terminate when the entire principalamount of the Loan withdrawn from the Loan Account and all interest and other charges which shallhave accrued on the Loan have been paid and when all other obligations of the Parties have beenfully performed, or when agreed by the Parties.

ARTICLE XIV ENFORCEABILITY AND RELATED MATTERSSECTION 14.01. Enforceability.


33/34

the of a through amicable means, the controversy shall besubmitted to arbitration for settlement. The to the arbitration shall be the to the

that the Guarantor may intervene or be in anyf'A'1Tt-\\I"F"" that may affect its rights or under the Guarantee LrtFO.fT,anT

The Arbitral Tribunal shall consist of a single arbitrator appointed by agreement of theOf, if they do not agree within three (3) months after proceedings are instituted under (d)by the President of the International Court of Justice Of, failing appointment by him, by the

the United Nations. If the arbitrator shall resign, die or become unable to asuccessor arbitrator shall have all the powers and duties of such original arbitrator.

may be instituted under this Section upon notice thesuch to the other party or Such notice shall contain a statement

forth the nature of the controversy or claim to be submitted to arbitration.(e) The arbitration proceedings shall take place at such time and place as shall be fixed by thearbitrator.(f) Subject to the provisions of this Section and except if the parties shall otherwise agree, thearbitrator shall decide all questions relating to his competence and shall determine the procedure forthe arbitration proceedings.

The arbitrator shall afford to all parties a fair hearing and shall render his award in writing. Suchaward may be rendered by default A signed counterpart of the award shall be transmitted to eachparty. Any such award rendered in accordance with the provisions of this Section shall be final andbinding upon the parties. Each party shall abide by and comply with any such award rendered by thearbitrator in accordance with the provisions of this Section.

The parties shall fix the amount of the remuneration of the arbitrator and such other persons asshall be required for the conduct of the arbitration proceedings. If the parties shall not agree on suchamount before the arbitration proceedings begin, the arbitrator shall fix such amount as shall bereasonable under the circumstances. Each party shall defray its own expenses in the arbitrationproceedings. The costs of the arbitrator shall be divided between and borne equally by the Fund onthe one side and the other on the other side. Any question concerning the division of thearbitrator's costs among the or the procedure for of such costs shall be determined

the arbitrator.


34/34

facsimile or email to the to which it is given or made at such party's address in theor at such other address as such party may designate by notice to the other

SeCTION 15.02. Language of Reporting.The Borrower/Recipient and the Project Parties shall deliver all reports and information to the Fund inthe of the or in any other by the Parties.SeCTION 15.03. Authority to Take Action.

,n"

IFAD TNSP loan agreement with Vietnam

Documents

Transcript of IFAD TNSP loan agreement with Vietnam