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Loan Number 3705- Ban(Col) Grant Number 0607- Ban(Ef)

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Loan Number 3705- Ban(Col) Grant Number 0607- Ban(Ef) LOAN NUMBER 3705- BAN(COL) GRANT NUMBER 0607- BAN(EF) PROJECT AGREEMENT (Urban Primary Health Care Services Delivery Project - Additional Financing) between ASIAN DEVELOPMENT BANK and BARISHAL CITY CORPORATION CHATTOGRAM CITY CORPORATION CUMILLA CITY CORPORATION DHAKA NORTH CITY CORPORATION DHAKA SOUTH CITY CORPORATION GAZIPUR CITY CORPORATION KHULNA CITY CORPORATION MYMENSINGH CITY CORPORATION NARAYANGANJ CITY CORPORATION RAJSHAHI CITY CORPORATION RANGPUR CITY CORPORATION SYLHET CITY CORPORATION THE MUNICIPALITY OF BENAPOLE THE MUNICIPALITY OF DERAI THE MUNICIPALITY OF FARIDPUR THE MUNlClPALiTY OF GAiBANDHA THE MUNICIPALITY OF GOPALGANJ THE MUNICIPALITY OF JAGANNATHPUR THE MUNICIPALITY OF KISHOREGANJ THE MUNICIPALITY OF KURIGRAM THE MUNICIPALITY OF KUSHTIA THE MUNICIPALITY OF NETROKONA THE MUNICIPALITY OF SHARIATPUR. THE MUNICIPALITY OF SIRAJGANJ THE MUNICIPALITY OF TARABO DATED 25 0ctober 2018 BAN 421 77 PROJECT AGREEMENT PROJECT AGREEMENT dated 25 0ctober 2018 between ASIAN DEVELOPMENT BANK ("ADB") and BARISHAL CiTY CORPORATION, CHATTOGRAM CITY CORPORATION, CUMILLA CITY CORPORATION, DHAKA NORTH CITY CORPORATION, DHAKA SOUTH CITY CORPORATION, GAZIPUR CITY CORPORATION, KHULNA CITY CORPORATION, MYMENSINGH CITY CORPORATION, NARAYANGANJ CITY CORPORATION, RAJSHAHI CITY CORPORATION, RANGPUR CITY CORPORATION, SYLHET CITY CORPORATION, THE MUNICIPALITY OF BENAPOLE, THE MUNICIPALITY OF DERAI, THE MUNICIPALITY OF FARIDPUR, THE MUNICIPALITY OF GAIBANDHA, THE MUNICIPALITY OF GOPALGANJ, THE MUNICIPALITY OF JAGANNATHPUR, THE MUNICIPALITY OF KISHOREGANJ, THE MUNICIPALITY OF KURIGRAM, THE MUNICIPALITY OF KUSHTIA, THE MUNICIPALITY OF NETROKONA, THE MUNICIPALITY OF SHARIATPUR, THE MUNICIPALITY OF SIRAJGANJ, AND THE MUNICIPALITY OF TARABO (the "lmplementing Agencies", each an "lmplementing Agency") WHEREAS (A) byaloanagreement(Loan2878 - BAN[COL])dated26September2012 between the Peopie's Republic of Bangladesh ("Borrower") and ADB ("lnitial Loan Agreement"), ADB provided a concessional loan to the Borrower from ADB's ordinary capital resources in an amount equivalent to thirty-two million seven hundred ninety-eight thousand Special Drawing Rights (SDR32,798,000) ('initial ADB Loan") for the purposes of the Pro3ect described in Schedule 1 to the Initial Loan Agreement ("lnitial Pro3ect"); (B) byagrantagreement(Grant0298- BAN[EF])dated26September2012 between the E3orrower and ADB ("lnitial SIDA Grant Agreement"), ADB made available to the Borrower a grant from the Swedish International Development Cooperation Agency ("SIDA") in the amount not exceeding the equivalent of twenty million Dollars ($20,000,000) ("lnitral SIDA Grant"), to be administered by ADB pursuant to its cofinancing arrangements with SIDA for the purposes of co-financing various activities under the Initial Pro3ect; (C) the Borrower has applied to ADB for a concessional loan in the amount of one hundred and ten million Dollars ($1 10,000,000) from ADB's ordinary capital resources for the purposes of the scaling up of the Initial Project, as described in Schedule I to the Loan Agreement of even date hereof ("ADB Loan Agreement") between the Borrower and ADB ("Pro)ect"); (D) the Borrower has also applied to Urban Climate Change Resilience Trust Fund (UCCRTF) under the Urban Financing Partnership Facility, for an addittonal grant in the amount of two million Dollars ($2,000,000) for the purposes of cofinancing various activities under the Project, to be administered by ADB and sublect to the terms and condittons of an externally financed grant agreement of even date herewith between the Borrower and ADB ("UCCRTF Grant Agreement", together with the ADB Loan Agreement, the "Financing Agreements"); and (E) the Implementing Agencies in consideration of ADB entering into the Financing Agreements with the Recipient, have agreed to undertake the obligatrons set forth herein: NOW THEREFORE the parties hereto agree as follows: 2 ARTICLE I Definitions Section 1.01. Wherever used in this Project Agreement, unless the context otherwise requires, the several terms defined in the Financing Agreements and in the Loan Regulations and the Grant Regulations (as so defined) have the respecttve meantngs therein set forth, except that for purposes of this Pro)ect Agreement the term "Pro)ect" means such part ofthe Pro3ectto be carried out bythe relevantlmplementing Agency in its responsible geographical area, as determined by the Borrower and ADB during Prolect implementation. ARTICLE 11 Particular Covenants Section 2.01. (a) Each lmplementing Agency shall carry out the Project with due diligence and efficiency, and in conformity with sound applicable technical, financial, business, and development practices. (b) In the carrying out of the Project and operation of the Project facilities, each Implementing Agency shall perform all obligations set forth in the Financing Agreements to the extent that they are applicable to that Implementing Agency. Section2.02. Each Implementing Agency shall make availabie, promptly as needed, and on terms and conditions acceptable to ADB, the funds, facilities, services, land and other resources as required, in addition to the proceeds of the Grant, for the carrying out of the Project. Section2.03. (a) In the carrying out of the Project, each Implementing Agency shall employ competent and qualified consultants and contractors, acceptable to ADB, to an extent and upon terms and conditions satisfactory to ADB. (b) Except as ADB may otherwise agree, each Implementing Agency shall procure all items of expenditures to be financed out of the proceeds of (i) the ADB Loan in accordance with the provisions of Schedule 3 to the ADB Loan Agreement; and (ii) the UCCRTF Grant in accordance with the provisions of the Schedule to the UCCRTF Grant Agreement. ADB may refuse to finance a contract where any such item has not been procured under procedures substantially in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not sattsfactory to ADB. Section 2.04. Each Implementing Agency shall carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. Each Implementing Agency shall furnish, or cause to be furnished, to ADB, promptly after their preparation, such plans, design standards, specifications and work schedules, and any material modifications subsequently made therein, in such detail as ADB shall reasonably request. 3 Section 2.05. (a) Each Implementing Agency shall take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of Pro)ect facilities to such extent and against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, each Implementing Agency undertake to insure, or cause to be insured, the Goods to be imported for the Pro)ect against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods. Section 2.06. Each Implementing Agency shall maintain, or cause to be maintained, records and accounts adequate to identify the items of expenditure financed out of the proceeds of the ADB Loan and the UCCRTF Grant, to disclose the use thereof in the Project to record the progress of the Project (including the cost thereof) and to reflect, in accordance with consistently maintained sound accounting principles, its operations and financial condition. Section2.07. (a) ADB and each Implementing Agency shal( cooperate fully to ensure that the purposes of the ADB Loan and the UCCRTF Grant will be accomplished. (b) Each Implementing Agency shall promptly inform ADB of any condition which inteferes with, orthreatens to interfere with, the progress of the Pro)ect, the peformance of its obligations under this Project Agreement, or the accomplishment of the purposes of the ADB Loan and the UCCRTF Grant. (c) ADB and each Implementing Agency shalifrom time to time, at the request of either party, exchange views through their representatives with regard to any matters relating to the Pro)ect, the relevant Implementing Agency, the ADB Loan and the UCCRTF Grant. Section 2.08. (a) Each Implementing Agency shall furnish to ADB all such reports and information as ADB shall reasonably request concerning (i) the ADB Loan and the UCCRTF Grant, and the expenditure of the proceeds thereof; (ii) the items of expenditure financed out of such proceeds; (iii) the Pro3ect; (iv) the administration, operations and financtal condifion of that Implementing Agency; and (v) any other matters relating to the purposes of the ADB Loan and the UCCRTF Grant. (b) Without limiting the generality of the foregoing, each Implementing Agency shall furnish to ADB periodic reports on the execution of the Pro)ect and on the operation and management of the Pro3ect facilities. Such reports shall be submitted in such form and in such detail and within such a period as ADB shall reasonably request, and shall indicate, among other things, progress made and problems encountered during the period under review, steps taken or proposed to be taken to remedy these problems, and proposed program of activities and expected progress during the following period. (c) Promptly after physical completion of the Project, but in any event not later than 3 months thereafter or such later date as ADB may agree for this purpose,
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