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CONFORMED COPY
CREDIT NUMBER 3333-SE
Project Agreement
(Quality Education For All Project)
between
INTERNATIONAL DEVELOPMENT ASSOCIATION
and
AGENCE D’EXECUTION DES TRAVAUX D’INTERET PUBLIC
CONTRE LE SOUS-EMPLOI (AGETIP)
Dated April 28, 2000
CREDIT NUMBER 3333-SE
PROJECT AGREEMENT
AGREEMENT, dated April 28, 2000, between INTERNATIONAL DEVELOPMENT 
ASSOCIATION (the Association) and AGENCE D’EXECUTION DES TRAVAUX 
D’INTERET PUBLIC CONTRE LE SOUS-EMPLOI (AGETIP)
WHEREAS (A) by the Development Credit Agreement of even date 
herewith between Republic of Senegal (the Borrower) and the Association, 
the Association has agreed to make available to the Borrower an amount in 
various currencies equivalent to thirty-six million seven hundred 
thousand Special Drawing Rights (SDR 36,700,000), on the terms and 
conditions set forth in the Development Credit Agreement, but only on 
conditions that AGETIP agree to undertake such obligations toward the 
Association as are set forth in this Agreement;
(B)
by a Convention entered into between the Borrower and 
AGETIP, a portion of the proceeds of the credit provided for under the 
Development Credit Agreement will be made available to AGETIP on the 
terms and conditions set forth in said Convention; and
WHEREAS AGETIP, in consideration of the Association’s entering into 
the Development Credit Agreement with the Borrower, has agreed to 
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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 Development Credit Agreement, the Preamble to this 
Agreement and in the General Conditions (as so defined) have the 
respective meanings therein set forth. 
ARTICLE II
Execution of the Project
Section 2.01. (a) AGETIP declares its commitment to the objectives 
of the Project as set forth in Schedule 2 to the Development Credit 
Agreement and, to this end, shall carry out Part B.14 of the Project with 
due diligence and efficiency and in conformity with appropriate 
administrative, financial, engineering and educational practices, and 
shall provide, or cause to be provided, promptly as needed, the funds, 
facilities, services and other resources required for Part B.14 of the 
Project.
(b)
Without limitation upon the provisions of paragraph (a) of 
this Section and except as the Association and AGETIP shall otherwise 
agree, AGETIP shall carry out Part B.14 of the Project in accordance with 
the Implementation Program set forth in Schedule 4 to the Development 
Credit Agreement.
Section 2.02. Except as the Association shall otherwise agree, 
procurement of the goods, works and consultants’ services required for 
Part B.14 the Project and to be financed out of the proceeds of the 
Credit shall be governed by the provisions of Schedule 3 to the 
Development Credit Agreement.
Section 2.03. (a) AGETIP shall carry out the obligations set forth 
in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General 
Conditions (relating to insurance, use of goods and services, plans and 
schedules, records and reports, maintenance and land acquisition, 
respectively) in respect of the Project Agreement and Part B.14 of the 
Project.
(b)
For the purposes of Section 9.07 of the General Conditions 
and without limitation thereto, AGETIP shall:
(i)
prepare, on the basis of guidelines acceptable to the 
Association and furnish to the Association not later 
than six (6) months after the Closing Date or such 
later date as may be agreed for this purpose between 
the Association and AGETIP, a plan for the future 
operation of Part B.14 of the Project; and
(ii)
afford the Association a reasonable opportunity to 
exchange views with AGETIP on said plan.
Section 2.04. AGETIP shall duly perform all its obligations under 
the Convention and the Subsidiary Agreement.  Except as the Association 
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shall otherwise agree, AGETIP shall not take or concur in any action 
which would have the effect of amending, abrogating, assigning or waiving 
the Convention or the Subsidiary Agreement or any provision thereof.
Section 2.05. (a) AGETIP shall, at the request of the Association, 
exchange views with the Association with regard to the progress of the 
Project, the performance of its obligations under this Agreement and 
under the Convention, the Subsidiary Agreement, and other matters 
relating to the purposes of the Credit.
(b) 
AGETIP shall promptly inform the Association of any 
condition which interferes or threatens to interfere with the progress of 
Part B.14 of the Project, the accomplishment of the purposes of the 
Credit, or the performance by AGETIP of its obligations under this 
Agreement, under the Convention and under the Subsidiary Agreement.
ARTICLE III
Management and Operations of AGETIP
Section 3.01. AGETIP shall carry on its operations and conduct its 
affairs in accordance with sound administrative, financial and 
educational practices under the supervision of qualified and experienced 
management assisted by competent staff in adequate numbers.
Section 3.02. AGETIP shall at all times operate and maintain its 
plant, machinery, equipment and other property, and from time to time, 
promptly as needed, make all necessary repairs and renewals thereof, all 
in accordance with sound engineering, financial and educational 
practices.
Section 3.03. AGETIP shall take out and maintain with responsible 
insurers, or make other provision satisfactory to the Association for, 
insurance against such risks and in such amounts as shall be consistent 
with appropriate practice.
ARTICLE IV
Financial Covenants
Section 4.01. (a) AGETIP shall maintain records and accounts 
adequate to reflect in accordance with sound accounting practices its 
operations and financial condition.
(b) AGETIP 
shall:
(i)
have its records, accounts and financial statements 
(balance sheets, statements of income and expenses 
and 
related statements) for each fiscal year audited, in 
accordance with appropriate auditing principles 
consistently applied, by independent auditors 
acceptable to the Association;
(ii)
furnish to the Association as soon as available, but 
in 
any case not later than six months after the end of 
each such year: (A) certified copies of its financial 
statements for such year as so audited; and (B) the 
report of such audit by said auditors of such scope 
and 
in such detail as the Association shall have 
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reasonably requested; 
and
(iii)
furnish to the Association such other information 
concerning said records, accounts and financial 
statements as well as the audit thereof, as the 
Association shall from time to time reasonably 
request.
Section 4.02. (a) Without limitation upon the provisions of Section 
4.01 of this Agreement, AGETIP shall carry out a time-bound action plan 
acceptable to the Association for the strengthening of its financial 
management system for Part B.14 of the Project in order to enable AGETIP, 
not later than 18 months after the Effective date, or such later date as 
the Association shall agree, to prepare quarterly Project management 
reports, acceptable to the Association, each of which:
(i) 
(A) sets forth actual sources and applications of 
funds 
for the Project, both cumulatively and for the period 
covered by said report, and projected sources and 
applications of funds for the Project for the 
six-month 
period following the period covered by said 
report; and 
(B) shows separately expenditures financed out 
of the 
proceeds of the Credit during the period 
covered by 
said report and expenditures proposed to 
be financed 
out of the proceeds of the Credit during 
the six-month 
period following the period covered by 
said report;
(ii)
(A) describes physical progress in Project 
implementation, both cumulatively and for the period 
covered by said report; and (B) explains variances 
between the actual and previously forecast 
implementation targets; and
(iii)  sets forth the status of procurement under the 
Project 
and expenditures under contracts financed out 
of the 
proceeds of the Credit, as at the end of 
the period 
covered by said report.
(b)
Upon the completion of the action plan referred to in 
paragraph (a) of this Section, AGETIP shall prepare, in accordance with 
guidelines acceptable to the Association, and furnish to the Association 
not later than 45 days after the end of each calendar quarter a Project 
Management Report for such period.
ARTICLE V
Effective Date; Termination;
Cancellation and Suspension
Section 5.01. This Agreement shall come into force and effect on 
the date upon which the Development Credit Agreement becomes effective.
Section 5.02. (a) This Agreement and all obligations of the 
Association and of AGETIP thereunder shall terminate on the earlier of 
the following two dates:
(i)
the date on which the Development Credit Agreement 
shall terminate in accordance with its terms; or
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(ii)
the date 10 years after the date of this Agreement.
(b)
If the Development Credit Agreement terminates in accordance 
with its terms before the date specified in paragraph (a) (ii) of this 
Section, the Association shall promptly notify AGETIP of this event.
Section 5.03. All the provisions of this Agreement shall continue 
in full force and effect notwithstanding any cancellation or suspension 
under the General Conditions.
ARTICLE VI
Miscellaneous Provisions
Section 6.01. Any notice or request required or permitted to be 
given or made under this Agreement and any agreement between the parties 
contemplated by this Agreement shall be in writing.  Such notice or 
request shall be deemed to have been duly given or made when it shall be 
delivered by hand or by mail, telegram, cable, telex or radiogram to the 
party to which it is required or permitted to be given or made at such 
party’s address hereinafter specified or at such other address as such 
party shall have designated by notice to the party giving such notice or 
making such request. The addresses so specified are:
For the Association:
International Development Association
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable address: 
Telex:
INDEVAS
248423 (MCI) or
Washington, D.C.
 64145 (MCI)
For AGETIP:
Boulevard Djily Mbaye x Berenger Ferraud
B.P. 143
Dakar
Senegal
Section 6.02. Any action required or permitted to be taken, and any 
document required or permitted to be executed, under this Agreement on 
behalf of AGETIP, may be taken or executed by the Director General or 
such other person or persons as the Director General shall designate in 
writing, and AGETIP shall furnish to the Association sufficient evidence 
of the authority and the authenticated specimen signature of each such 
person.
Section 6.03. This Agreement may be executed in several 
counterparts, each of which shall be an original, and all collectively 
but one instrument.
IN WITNESS WHEREOF, the parties hereto, acting through their duly 
authorized representatives, have caused this Agreement to be signed in 
their respective names in the city of Dakar, Republic of Senegal, as of 
the day and year first above written.
INTERNATIONAL DEVELOPMENT ASSOCIATION
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By /s/ James D. Wolfensohn
President
AGENCE D’EXECUTION DES TRAVAUX D’INTERET
   PUBLIC CONTRE LE SOUS-EMPLOI
By /s/ Magatte Wade
Authorized Representative