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July 13, 1983

TABLE OF CONTENTS
 
  PROJECT GRANT AGREEMENT
                             ASEAN WATERSHED PROJECT                           

		Page
Article 1: The Agreement
Article 2: The Project
	Section 2.1. Definition of Project	1
	Section 2.2. Incremental Nature of Project	2
Article 3: Financing
	Section 3.1. The Grant	2
	Section 3.2. Grantee Resources for the Project	2
	Section 3.3. Project Assistance Completion Date	3
Article 4: Conditions Precedent to Disbursement
	Section 4.1. First Disbursement	4
	Section 4.2. Subsequent Disbursement	4
	Section 4.3. Notification	4
	Section 4.4. Terminal Dates for Conditions Precedent	4
Article 5: Special Covenants
	Section 5.1. Project Evaluation	5
Article 6: Procurement Source
	Section 6.1. Foreign Exchange Costs	5
	Section 6.2. Local Currency Costs	6
Article 7: Disbursements
	Section 7.1. Disbursement for Foreign Exchange Costs	6
	Section 7.2. Disbursement for Local Currency Costs	7
	Section 7.3. Other Forms of Disbursement	8
	Section 7.4. Rate of Exchange	8
Article 8: Miscellaneous
	Section 8.1. Communications	8
	Section 8.2. Representatives	9
	Section 8.3. Standard Provisions Annex	10

 

ANNEX I - PROJECT DESCRIPTION

Description of Project

ANNEX II - PROJECT GRANT STANDARD PROVISIONS ANNEX

                                                                                                         
                                                                                                                                                 

Article A: Project Implementation Letters
Article B: General Covenants
	Section B.1. Consultation	1
	Section B.2. Execution of Project	1
	Section B.3. Utilization of Goods and Services	2
	Section B.4. Taxation	2
	Section B.5. Reports, Records, Inspections, Audit	2
	Section B.6. Completeness of Information	3
	Section B.7. Other Payments	3
	Section B.8. Information and Marking	3
Article C: Procurement Provisions
	Section C.1. Special Rules	3
	Section C.2. Eligibility Date	3
	Section C.3. Plans, Specifications and Contracts	4
	Section C.4. Reasonable Price	4
	Section C.5. Notification to Potential Suppliers	4
	Section C.6. Shipping	5
	Section C.7. Insurance	6
	Section C.8. U.S. Government-Owned Excess Property	6
Article D: Termination; Remedies
	Section D.1. Termination	6
	Section D.2. Refunds	7
	Section D.3. Nonwaiver of Remedies	7
	Section D.4. Assignment	7

PROJECT GRANT AGREEMENT

Dated: 13 July 1983

 

Between 

The Republic of the Philippines ("Grantee") 

And

The United States of America, acting through the Agency for International Development ("A.I.D”).

ARTICLE 1: THE AGREEMENT.

The purpose of this Agreement is to set out the understandings of the parties named above ("Parties") with respect to the undertaking by the Grantee on behalf of the Association of Southeast Asian Nations of the Project described below, and with respect to the financing of the Project by the Parties.

ARTICLE 2: THE PROJECT.

Section 2.1. Definition of Project. The Project, which is further described in Annex I, will support the establishment of a research network among participating agencies and institutions of the Association of Southeast Asian Nations (ASEAN) countries directed toward improving the conservation and management of watershed resources. Annex I, attached, amplifies the above definition of the Project.

Within the limits of the above definition of the Project, elements of the amplified description stated in Annex I may be changed by written agreement of the authorized representatives of the Parties named in Section 8.2, without formal amendment of this Agreement.

Section 2.2. Incremental Nature of Project.

(a) A.I.D.'s contribution to the Project programmed for the life of the Project in the amount of $3,000,000.00 will be provided in increments, the initial one being made available in accordance with Section 3.1 of this Agreement. Subsequent increments will be subject to availability of funds to A.I.D. for this purpose, and to the mutual agreement of the Parties, at the time of a subsequent increment, to proceed.

(b) Within the overall Project Assistance Completion Date stated in this Agreement, A.I.D. based upon consultation with the Grantee, may specify in Project Implementation Letters appropriate time periods for the utilization of funds granted by A.I.D. under an individual increment of assistance.

ARTICLE 3: FINANCING.

Section 3.1. The Grant. To assist the Grantee to meet the costs of carrying out the Project, A.I.D., pursuant to the Foreign Assistance Act of 1961, as amended, agrees to grant the Grantee under the terms of this Agreement not to exceed One Million Two Hundred Five Thousand United States ("U.S.11) Dollars ($1,205,000.00 ) ("Grant").

The Grant may be used to finance foreign exchange costs, as defined in Section 6.1, and local currency costs, as defined in Section 6.2, of goods and services required for the Project.

Section 3.2. Grantee Resources for the Project.

(a) The Grantee agrees to provide or cause to be provided for the Project all funds, in addition to the Grant, and all other resources required to carry out the Project effectively and in a timely manner.

(b) The resources provided by Grantee for the Project will be not less than the equivalent of U.S. $2,200,000.00, including costs borne on an "in-kind" basis, and including the contributions of other participating countries.

Section 3.3. Project Assistance Completion Date.

(a) The "Project Assistance Completion Date" (PACD), which is December 31, 1988, or such other date as the Parties may agree to in writing, is the date by which the Parties estimate that all services financed under the Grant will have been performed and all goods financed under the Grant will have been furnished for the Project as contemplated in this Agreement.

(b) Except as A.I.D. may otherwise agree in writing, A.I.D. will not issue or approve documentation which would authorize disbursement of the Grant for services performed subsequent to the PACD or for goods furnished for the Project, as contemplated in this Agreement, subsequent to the PACD.

(c) Requests for disbursement, accompanied by necessary supporting documentation prescribed in Project Implementation Letters, are to be received by A.I.D. or any bank described in Section 7.1 no later than nine (9) months following the PACD, or such other period as A.I.D. agrees to in writing. After such period, A.I.D., giving notice in writing to the Grantee, may at any time or times reduce the amount of the Grant by all or any part thereof for which requests for disbursement, accompanied by necessary supporting documentation prescribed in Project Implementation Letters, were not received before the expiration of said period.

ARTICLE 4. CONDITIONS PRECEDENT TO DISBURSEMENT.

Section 4.1. First Disbursement. Prior to the first disbursement under the Grant, or to the issuance by A.I.D. of documentation pursuant to which disbursement will be made, the Grantee will, except as the Parties may otherwise agree in writing, furnish to A.I.D. in form and substance satisfactory to A.I.D. a statement of the name of the person holding or acting in the office of the Grantee specified in Section 8.2, and of any additional representatives, together with a specimen signature of each person specified in such statement.

Section 4.2. Subsequent Disbursements. Except for initial activities specified in Annex I to this Agreement, prior to disbursement under the Grant, or to issuance by A.I.D. of documentation pursuant to which disbursement will be made, for the succeeding annual local currency costs of Project-sponsored activities, the Grantee will, except as the Parties may otherwise agree in writing, furnish to A.I.D. in form and substance satisfactory to A.I.D. an annual work plan for Project activities.

Section 4.3. Notification. When A.I.D. has determined that the conditions precedent specified in Sections 4.1 and 4.2 have been met, it will promptly notify the Grantee.

Section 4.4. Terminal Dates for Conditions Precedent.

(a) If all of the conditions specified in Section 4.1 have not been met within 120 days from the date of this Agreement, or such later date as A.I.D. may agree to in writing, A.I.D., at its option, may terminate this Agreement by written notice to Grantee.

(b) If all of the conditions specified in Section 4.2 have not been met by August 31, 1984 and, for each subsequent year, the successive annual anniversary thereof, or such later date(s) as A.I.D. may agree to in writing, A.I.D., at its option, may cancel the undisbursed portion of the Grant, to the extent not irrevocably committed to third parties, and may terminate this Agreement by written notice to the Grantee.

ARTICLE 5. SPECIAL COVENANTS.

Section 5.1. Project Evaluation. The Parties agree to establish an evaluation program as part of the Project. Except as the Parties otherwise agree in writing, the program will include, during the implementation of the Project and at one or more points thereafter:

(a) Evaluation of progress toward attainment of the objectives of the Project;

(b) Identification and evaluation of problem areas or constraints which may inhibit such attainment;

(c) Assessment of how such information may be used to help overcome such problems; and

(d) Evaluation, to the degree feasible, of the overall development impact of the Project.

ARTICLE 6: PROCUREMENT SOURCE.

Section 6.1. Foreign Exchange Costs. Disbursement pursuant to Section 7.1 will be used exclusively to finance the costs of goods and services required for the Project having their source and origin in Indonesia, Malaysia, Singapore, Thailand, or the United States ("Foreign Exchange Costs"), except as A.I.D. may otherwise agree in writing, and except as provided in the Project Grant Standard Provisions Annex, Section C.l(b), with respect to marine insurance. Ocean transportation costs will be financed under the grant only on vessels under flag registry of the above named countries and of the Philippines, except as A.I.D. may otherwise agree in writing.

Section 6.2. Local Currency Costs. Disbursements pursuant to Section 7.2 will be used exclusively to finance the costs of goods and services required for the Project having their source and, except as A.I.D. may otherwise agree In writing, their origin in the Republic of the Philippines ("Local Currency Costs").

ARTICLE 7: DISBURSEMENT.

Section 7.1. Disbursement for Foreign Exchange Costs.

(a) After satisfaction of conditions precedent, the Grantee may obtain disbursements of funds under the Grant for the Foreign Exchange Costs of goods or services required for the Project In accordance with the terms of this Agreement, by such of the following methods as may be mutually agreed upon: 

(1) by submitting to A.I.D., with necessary supporting documentation as prescribed in Project Implementation Letters, 

(A) requests for reimbursement for such goods or services, or,

(B) requests for A.I.D. to procure commodities or services in Grantee's behalf for the Project; or,

(2) by requesting A.I.D. to issue Letters of Commitment for specified amounts (A) to one or more U.S. banks, satisfactory to A.I.D., committing A.I.D. to reimburse such bank or banks for payments made by them to contractors or suppliers, under Letters of Credit or otherwise, for such goods or services, or (B) directly to one or more contractors or suppliers, committing A.I.D. to pay such contractors or suppliers for such goods or services.

(b) Banking charges incurred by the Grantee in connection with Letters of Commitment and Letters of Credit will be financed under the Grant unless the Grantee instructs A.I.D. to the contrary. Such other charges as the Parties may agree to may also be financed under the Grant.

Section 7.2. Disbursement for Local Currency Costs.

(a) After satisfaction of conditions precedent, the Grantee may obtain disbursements of funds under the Grant for Local Currency Costs required for the Project in accordance with the terms of this Agreement, by submitting to A.I.D., with necessary supporting documentation as prescribed in Project Implementation Letters, requests to finance such costs.

(b) The local currency needed for such disbursements may be obtained:

(1) by acquisition by A.I.D. with U.S. Dollars by purchase; or

(2) by A.I.D. (A) requesting the Grantee to make available the local currency for such costs, and (B) thereafter making available to the Grantee, through the opening or amendment by A.I.D. of Special Letters of Credit in favor of the grantee or its designee, an amount of U.S. Dollars equivalent to the amount of local currency made available by the Grantee, which dollars will be utilized for procurement from the United States under appropriate procedures described in Project Implementation Letters.

The U.S. dollar equivalent of the local currency made available hereunder will be, in the case of subsection (b)(l) above, the amount of U.S. dollars required by A.I.D. to obtain the local currency, and in the case of subsection (b)(2) above, an amount calculated at the rate of exchange specified in the applicable Special Letter of Credit Implementation Memorandum hereunder as of the date of the opening or amendment of the applicable Special Letter of Credit.

Section 7.3. Other Forms of Disbursement. Disbursements of the Grant may also be made through such other means as the Parties may agree to in writing.

Section 7.4. Rate of Exchange. Except as may be more specifically provided under Section 7.2, if funds provided under the Grant are introduced into the Republic of the Philippines by A.I.D. or any public or private agency for purposes of carrying out obligations of A.I.D. hereunder, the Grantee will make such arrangements as may be necessary so that such funds may be converted into currency of the Republic of the Philippines at the highest rate of exchange which, at the time the conversion is made, is not unlawful In the Republic of the Philippines.

ARTICLE 8: MISCELLANEOUS.

Section 8.1. Communications. Any notice, request, document, or other communication submitted by either Party to the other under this Agreement will be in writing or by telegram or cable, and will be deemed duly given or sent when delivered to such Party at the following addresses:           

To the Grantee:
	Mail Address:	Office of the Director Bureau of Forest Development Ministry of Natural Resources Visayas Avenue, Diliman Quezon City, Philippines
	Alternate address for cables:		Telex No. 722-5-2303 BFD CO PH
To A.I.D.:
	Mail Address:	AID/ASEAN Liaison Office United States Agency for International Development c/o The American Embassy Manila, Philippines
	Alternate address for cables:		USAID/AMEMB MANILA

All such communications will be in English, unless the Parties otherwise agree in writing. Other addresses may be substituted for the above upon the giving of notice.

Section 8.2. Representatives. For all purposes relevant to this Agreement, the Grantee will be represented by the individual holding or acting in the Office of The Director, Bureau of Forest Development, Ministry of Natural Resources, Philippines and A.I.D. will be represented by the individual holding or acting in the office of the ASEAN Liaison Officer, United States A.I.D. Mission to the Philippines, each of whom, by written notice, may designate additional representatives for all purposes other than exercising the power under Section 2.1 to revise elements of the amplified description in Annex I. The names of the representatives of the Grantee, with specimen signatures, will be provided to A.I.D., which may accept as duly authorized any instrument signed by such representatives in implementation of this Agreement, until receipt of written notice of revocation of their authority.

Section 8.3. Standard Provisions Annex. A "Project Grant Standard Provisions Annex" (Annex II) is attached to and forms part of this Agreement.
  IN WITNESS WHEREOF, the Grantee and the United States of America, each acting through its duly authorized representatives, have caused this Agreement to be signed in their names and delivered as of the day and year first above written.

REPUBLIC OF THE PHILIPPINES	UNITED STATES OF AMERICA
By: (Sgd.) GEN. CARLOS P. ROMULO	By: (Sgd.) MICHAEL H. ARMACOST
Title: Minister for Foreign Affairs	Title: Ambassador