"СОГЛАШЕНИЕ МЕЖДУ ПРАВИТЕЛЬСТВОМ РОССИЙСКОЙ ФЕДЕРАЦИИ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ГРАНТЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА ПОЭТАПНОГО СОКРАЩЕНИЯ ПОТРЕБЛЕНИЯ ОЗОНОРАЗРУШАЮЩИХ ВЕЩЕСТВ (gef trust fund number tf028314)" [англ.](Заключено в г. Вашингтоне 29.09.1996)


GEF TRUST FUND NUMBER TF028314
GLOBAL ENVIRONMENT FACILITY TRUST FUND GRANT AGREEMENT
(Washington, 29.IX.1996)
Agreement, dated September 29, 1996, between Russian Federation (the Recipient) and 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 Global Environment Facility Trust Fund (GET Trust Fund) by certain members of the Bank, as participants of the GEF.
Whereas: (A) the Bank, pursuant to Resolution No. 91-5 of March 14, 1991, of the Executive Directors of the Bank, established the GEF to assist in the protection of the global environment and promote thereby environmentally sound and sustainable economic development;
(B) following the restructuring of the GEF, such arrangements are continued in place on the basis set forth in Resolution No. 94-2 (Resolution No. 94-2) of the Executive Directors of the Bank, dated May 24, 1995, establishing the GEF Trust Fund;
(C) the Recipient, having satisfied itself as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested assistance from the resources of the GET Trust Fund in the financing of the Project, and the Bank has determined that such assistance would be in accordance with Resolution No. 94-2;
Whereas the Bank has agreed, on the basis, inter alia, of the foregoing, to extend the GEF Trust Fund Grant (the Grant) to the Recipient upon the terms and conditions set forth in this Agreement;
Now therefore the parties hereto hereby agree as follows:
Article I
General Conditions; Definitions
Section 1.01. (a) The following provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated January 1, 1985, with the modifications set forth in paragraph (b) of this Section (the General Conditions) constitute an integral part of this Agreement:
(i) Article I;
(ii) Sections 2.01 (1), (2), (3), (4), (6), (8), (9), (10), (11), (15), (18) and (20), 2.02 and 2.03;
(iii) Section 3.01;
(iv) Section 4.01 and the first sentence of Section 4.09;
(v) Article V;
(vi) Sections 6.01, 6.02 (a), (c), (d), (e), (f), (i) and (k), 6.03, 6.04 and 6.06;
(vii) Section 8.01 (b);
(viii) Sections 9.01 (a) and (c), 9.04, 9.05, 9.06, 9.07, 9.08 and 9.09;
(ix) Sections 10.01, 10.03 and 10.04;
(x) Article XI; and
(xi) Sections 12.01, 12.02, 12.03 and 12.04.
(b) The General Conditions shall be modified as follows:
(i) a new paragraph is added at the end of Section 2.01 to read as follows: "21. "Special Drawing Rights" and "SDR" mean special drawing rights as valued by the International Monetary" Fund in accordance with its Articles of Agreement";
(ii) the term "Bank", wherever used in the General Conditions, other than in Sections 2.01 (8) and 6.02 (f) thereof and the use of such term in the second sentence of Section 5.01 thereof (as herein modified), means the Bank, acting as an implementing agency of the GEF, except that in Section 6.02, the term "Bank" shall also include the International Bank for Reconstruction and Development acting in its own capacity:
(iii) the term "Borrower", wherever used in the General Conditions, means the Recipient;
(iv) the term "Loan Agreement", wherever used in the General Conditions, means this Agreement;
(v) the term "Loan" and "loan" wherever used in the General Conditions, means the Grant;
(vi) the term "Loan Account" wherever used in the General Conditions, means the Grant Account;
(vii) The second sentence of Section 5.01 is modified to read: "Except as the Bank and the Recipient shall otherwise agree, no withdrawals shall be made: (a) on account of expenditures in the territories of any country which is not a member of the Bank or for goods produced in, or services supplied from, such territories; or (b) for the purpose of any payment to persons or entities, or for any import of goods, if such payment or import, to the knowledge of the Bank is prohibited by a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations."; and
(viii) a new sub-paragraph is added after sub-paragraph (k) in Section 6.02 of the General Conditions, as follows: "(1) An extraordinary situation shall have arisen in which any further disbursement under the Grant would exceed the resources available for disbursement from the GEF."
Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in the Recitals to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings:
(a) "Country Program" means the program for the phase-out of ODS, adopted by the Recipient on May 24, 1995, through Government of Russia Resolution No. 526, and submitted to the Parties to the Vienna Convention on Ozone Layer Protection and Montreal Protocol on ODS under a letter dated May 26, 1995;
(b) "CPPI" means the Recipient"s Center for Project Preparation and Implementation, a non-commercial organization founded by the Ministry of Environmental Protection and Natural Resources pursuant to Order No. 247, dated December 2, 1993, and duly registered on December 30, 1993, by the Division of Registration on Noncommercial Organizations, Department of Social and Political Relations, Municipal Government of Moscow, or any successor thereto;
(c) "GEF Council" means the Council of the Global Environmental Facility referred to in Article 11 of the 1994 Instrument for the Establishment of the Restructured Global Environmental Facility, or any successor thereto
(d) "Inter-Agency Commission" means the commission referred to in paragraph 2 of Schedule 5 to this Agreement;
(e) "JSC Arnest" means Arnest, a Russian private joint stock company, located and registered in the city of Nevinnomyssk, Stavropol Krai, pursuant to Decision No. 897 of the Head of the City Administration, dated November 11, 1992, as evidenced by Certification of Registration No. 000590, or any successor thereto;
(f) "JSC Krasnoyarsk" means Krasnoyarsk Refrigerator Plant "Biryusa," a Russian private joint stock company located and registered in the city of Krasnoyarsk, Krasnoyarsk Krai, pursuant to Decision No. 304 of the Head of the City Administration, dated December 8, 1993, or any successor thereto;
(g) "MOE" means the Ministry of Economy of the Russian Federation, or any successor thereto;
(h) "MOF" means the Ministry of Finance of the Russian Federation, or any successor thereto;
(i) "NPAF Supervisory Board" means the supervisory board of the National Pollution Abatement Facility, to be established by the SCEP, MOF, and MOE pursuant to Government of Russia Resolution No. 808, dated August 11, 1995, or any successor thereto;
(j) "ODS" means ozone depleting substance or substances;
(k) "ODS PIUs" means the project implementation units referred to in paragraph 3 (e) of Schedule 5 to this Agreement;
(l) "Participating Enterprises" means JSC Arnest, JSC Krasnoyarsk, and other enterprises selected by the Recipient in accordance with this Agreement;
(m) "Project Implementation Agreement" means the agreement referred to in paragraph 3 (a) of Schedule 5 to this Agreement, as such agreement may be amended from time to time;
(n) "SCEP" means the Recipient"s State Committee for Environmental Protection, or any successor thereto;
(o) "Special Account" means the account referred to in Section 2.02 (b) of this Agreement.
(p) "Sub-grant" means a grant from the Recipient to a Participating Enterprise made or proposed to be made pursuant to a Sub-grant Agreement;
(q) "Sub-grant Agreement" means an agreement between the Recipient and a Participating Enterprise, entered into pursuant to paragraph 3 (c) of Schedule 5 to this Agreement, as such agreement may be amended from time to time; and
(r) "Sub-project" means an ODS phase-out project referred to in Parts A and B of Schedule 2 to this Agreement, and selected and approved for financing pursuant to paragraph 3 (b) of Schedule 5 to this Agreement.
Article II
The Grant
Section 2.01. The Bank agrees to make available to the Recipient, on the terms and conditions set forth or referred to in this Agreement, the Grant in an amount in various currencies equivalent to forty one million two hundred thousand Special Drawing Rights (SDR 41,200,000).
Section 2.02. (a) The amount of the Grant may be withdrawn from the Grant Account in accordance with the provisions of Schedule 1 to this Agreement for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods, works and services required for carrying out the Project and to be financed out of the proceeds of the Grant.
(b) The Recipient shall, for the purposes of the Project, open and maintain in Dollars a special deposit account in a commercial bank on terms and conditions satisfactory to the Bank, including appropriate protection against set off, seizure or attachments. Deposits into, and payments out of, the Special Account shall be made in accordance with the provisions of Schedule 4 to this Agreement.
Section 2.03. The Closing Date shall be December 31, 2001, or such later date as the Bank shall establish. The Bank shall promptly notify the Recipient of such later date.
Section 2.04. The Bank shall not be obligated to make any payment under this Agreement except to the extent it shall have received funds from the GET Trust Fund for the purpose of the Project.
Section 2.05. The CPPI is designated as representative of the Recipient for the purposes of taking any action required or permitted to be taken under the provisions of Section 2.02 of this Agreement and Article V of the General Conditions.
Article III
Execution of the Project
Section 3.01. (a) The Recipient declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement and, to this end, shall carry out the Project through the SCEP, Inter-Agency Commission and the CPPI, with due diligence and efficiency and in conformity with appropriate administrative, engineering and financial practices and with due regard to ecological and environmental factors, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project.
(b) Without limitation upon the provision of paragraph (a) of this Section and except as the Recipient and the Bank shall otherwise agree, the Recipient shall carry out the Project in accordance with the Implementation Program set forth in Schedule 5 to this Agreement;
Section 3.02. Except as the Bank shall otherwise agree, procurement of the goods, works and consultants" services required for the Project and to be financed out of the proceeds of the Grant shall be governed by the provisions of Schedule 3 to this Agreement.
Section 3.03. (a) The Recipient shall, at the request of the Bank, exchange views with the Bank with regard to the progress of the Project, the performance of its obligations under this Agreement and other matters relating to the purposes of the Grant.
(b) The Recipient shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the purposes of the Grant, or the performance by the Recipient of its obligations under this Agreement.
Section 3.04. Without limitation upon the applicable provisions of Section 9.07 of the General Conditions, the Recipient shall:
(a) 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 Recipient and the Bank, a plan for the future operation of the Project; and
(b) afford the Bank a reasonable opportunity to exchange views with the Recipient on said plan.
Section 3.05. The Recipient shall take all measures necessary to ensure that each Participating Enterprise complies with all relevant environmental requirements of the Recipient for any ODS phase-out activity to be carried out under the Project, including approval of environmental impact assessments of each Sub-project by the SCEP prior to the implementation of each such Sub-project.
Article IV
Financial Covenants
Section 4.01. (a) The Recipient shall maintain and cause the CPPI to maintain records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments and agencies of the Recipient and the CPPI responsible for carrying out the Project or any part thereof.
(b) The Recipient shall and shall cause the CPPI to:
(i) have the records and accounts referred to in paragraph (a) of this Section, including those for the Special Account, for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank;
(ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested; and
(iii) furnish to the Bank such other information concerning said records, accounts and financial statements and the audit thereof as the Bank shall from time to time reasonably request.
(c) For all expenditures with respect to which withdrawals from the Grant Account were made on the basis of statements of expenditure, the Recipient shall or shall cause the CPPI to:
(i) maintain in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures;
(ii) retain, until at least one (1) year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Grant Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures;
(iii) enable the Bank"s representatives to examine such records; and
(iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved

<СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ЗАЙМЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА РАЗВИТИЯ РЫНКА КАПИТАЛА> (loan number 4029 ru) [англ.](Заключено в г. Вашингтоне 29.09.1996)  »
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