Federal Register: September 24, 2008 (Volume 73, Number 186)

DOCID: fr24se08-139 FR Doc E8-22431

MILLENNIUM CHALLENGE CORPORATION

Millennium Challenge Corporation

MCC ID: [MCC FR 08-14]

NOTICE: NOTICES

DOCID: fr24se08-139

DOCUMENT ACTION: Notice.

SUBJECT CATEGORY:

Notice of Amendment to Compact With the Government of the Republic of Mali

DOCUMENT SUMMARY:

In accordance with Section 609(i)(2) of the Millennium Challenge Act of 2003, as amended (Pub. L. 108199, Division D), the Millennium Challenge Corporation is publishing a summary, justification and the complete text of the Amendment to Millennium Challenge Compact between the United States of America, acting through the Millennium Challenge Corporation, and the Government of the Republic of Mali. Representatives of the United States Government and the Government of the Republic of Mali executed the Amendment documents on September 11, 2008.

Dated: September 19, 2008.
William G. Anderson, Jr.,
Vice President and General Counsel, Millennium Challenge Corporation. Summary of Amendment to Millennium Challenge Compact With the Government of the Republic of Mali

The Board of Directors of the Millennium Challenge Corporation (MCC) has approved an amendment (the Amendment ) to the existing approximately $460.8 million, fiveyear Millennium Challenge Compact (the Compact ) between the United States of America, acting through MCC, and the Government of the Republic of Mali.

Background

The Millennium Challenge Compact between the United States of America and the Government of the Republic of Mali was signed November 13, 2006, and entered into force on September 17, 2007. The Mali Compact previously had three major projectsthe Alatona Irrigation Project, the Airport Improvement Project, and the Industrial Park Project (each as defined in the Compact). Extensive feasibility studies of the Industrial Park Project and Airport Improvement Project highlighted the following issues:

Policy and institutional arrangements related to the industrial park and industrial development were not in place, and reforms critical to a successful industrial park would have taken several years and significant effort to achieve. Therefore, it was no longer advisable to invest in industrial park physical infrastructure.

The estimated costs of both the Airport Improvement and Industrial Park Projects were significantly higher than the amounts budgeted for such projects in the Compact. After a series of extensive
consultations, MCAMali (the Malian entity implementing the Compact) formally requested that the Industrial Park Project be eliminated from the Compact and that funds from such project be reallocated and used for the Airport Improvement Project. It was agreed that the Alatona Irrigation Project would remain as set forth in the existing terms of the Compact with respect to its scope and budget allocation. Scope of the Amendment

The Amendment memorializes the proposed restructuring by enacting the following changes: (a) Funds currently allocated under the Compact to the Industrial Park Project will be reallocated to the Airport Improvement Project; and (b) the description of the Airport Improvement Project will be refined based on the results of the feasibility studies.

In addition, given the challenges to achieving full implementation of the Airport Improvement Project within the term of the Compact, the Amendment revised the description of the Airport Improvement Project in the annexes to the Compact to allow the MCC to have future decision points regarding the scope of the Airport Improvement Project without having to further amend the Compact. No material changes are currently required to the scope or budget for the Alatona Irrigation Project.

Finally, the Amendment revised the amendment provision of the Compact to permit additional amendments to the Compact, if necessary, without requiring such amendments to be subject to the domestic approval process that was required for the Compact, and the Amendment will update certain information, such as the MCC Principal Representative and the name of certain Government of Mali ministries on the MCAMali board of directors.

Effect of the Amendment

The restructuring of the Compact will decrease overall compact risk since the Industrial Park Project was the most risky project under the Compact. The Amendment will decrease the environmental and social footprint of the Compact program; thereby decreasing the overall risks.

The Airport Improvement Project will be implemented under significant time constraints, taking into account that the Compact entered into force on September 17, 2007. Although there appears ample time to design and renovate the Airport runway and other
infrastructure, the schedule to design and construct the proposed new terminal building is tight. It also must be taken into account that, worldwide, implementation delays are common with airports and large construction projects of this nature.

An implementation plan to address the completion risk has been developed and incorporated into the restructuring of the Compact, which includes a series of milestones for the preparation of a design brief for the proposed new terminal building, the mobilization of a project management team, and the activation of a design and supervision consultant. In the event one or more of these milestones are missed, the implementation plan will be revised by MCC. Under the new plan, MCC believes that the Airport Improvement Project will be completed within the fiveyear term of the Compact.
Amendment to Millennium Challenge Compact Between the United States of America Acting Through the Millennium Challenge Corporation and the Government of the Republic of Mali Amendment to Millennium Challenge Compact

This Amendment to Millennium Challenge Compact (this ``Amendment'') is made by and between the United States of America, acting through the Millennium Challenge Corporation, a United States government corporation (``MCC''), and the Government of the Republic of Mali (the ``Government'') (each referred to herein individually as a ``Party'' and collectively, as the ``Parties''). All capitalized terms used in this Amendment that are not otherwise defined herein have the meanings given to such terms in the Compact (as defined below).

Recitals

Whereas, the Parties entered into that certain Millennium Challenge Compact by and between the United States of America, acting through MCC, and the Government, on November 13, 2006 (the ``Compact ''), which entered into force on September 17, 2007, pursuant to which MCC grants to the Government, subject to the terms and conditions of the Compact, MCC Funding in an amount not to exceed Four Hundred
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Sixty Million Eight Hundred Eleven Thousand One Hundred and SixtyFour United States Dollars (US$ 460,811,164) for a program to reduce poverty through economic growth in Mali (the ``Program'');

Whereas, results of early studies and procurements suggest that the Program Objective, originally conceived as comprising three Project Objectives at the time of Compact signature, should be restructured to remove one Project Objective, revise the scope of another Project Objective, reallocate MCC Funding from the removed Project Objective to the rescoped Project Objective and correct the projections of the final Project Objective (the ``Program Restructuring'');

Whereas, the Parties further desire to revise the description of the Board to acknowledge agreements made between the Parties and with MCAMali following the date of signature of the Compact;

Whereas, in an effort to memorialize the Program Restructuring, the Parties hereby desire to amend certain parts of the Compact and its Annexes without changing the overall value or term of the Compact.

Now, Therefore, in consideration of the foregoing and the mutual covenants and agreements set forth herein and in the Compact, the Parties hereby agree as follows:
Amendments

1. Amendment to Section 1.1

Section 1.1 (Compact Goal; Objectives) of the Compact is hereby amended and restated as follows:

Section 1.1 Compact Goal; Objectives. The goal of this Compact is to reduce poverty through economic growth in Mali by increasing production and productivity of agriculture, as well as expanding Mali's access to markets and trade (the ``Compact Goal ''). The key to advancing the Compact Goal is through the development of critical infrastructure and policy reform for productive sectors and addressing Mali's constraints to growth by capitalizing on two of its major assets, the BamakoS[eacute]nou International Airport (the ``Airport ''), the gateway for regional and international trade, and the agricultural potential of the Niger River (collectively, the ``Program Objective''). The Parties have identified the following projectlevel objectives (each, a ``Project Objective'') of this Compact to advance the Program Objective, and thus the Compact Goal, each of which is described in more detail in the Annexes attached hereto:
(a) Establish an independent and secure link to the regional and global economy through infrastructure investments at the Airport and policy reform of the national air transport system (the ``Bamako S[eacute]nou Airport Improvement Project Objective''); and
(b) Increase the agricultural production and productivity in the Alatona zone of the Office du Niger (``ON '') through the construction of a road, irrigation infrastructure, social infrastructure, agricultural services, land allocation and increased access to credit (the ``Alatona Irrigation Project Objective'').

The Government expects to achieve, and shall use its best efforts to ensure the achievement of, the Compact Goal, Program Objective and Project Objectives during the Compact Term. The Program Objective and the individual Project Objectives are collectively referred to herein as ``Objectives'' and each individually as an ``Objective.'' 2. Amendment to Section 5.1

Section 5.1 (Communications) of the Compact is amended by replacing the notice information with the following:
``To MCC: Millennium Challenge Corporation, Attention: Vice President for Compact Implementation, (with a copy to the Vice President and General Counsel), 875 15th Street, NW., Washington, DC 20005, United States of America, Facsimile: +1 (202) 5213700, Telephone: +1 (202) 5213600, Email: VPImplementation@mcc.gov (Vice President for Compact Implementation); VPGeneralCounsel@mcc.gov (Vice President and General Counsel)

To the Government: Secretary General of the Presidency, BP 10 Koulouba, Republic of Mali, Facsimile: +223 2238030, Telephone: +223 2230026, Email: cdiango@koulouba.pr.ml.'' 3. Amendment to Section 5.2

Section 5.2 (Representatives) of the Compact is amended by (i) deleting the words ``Vice President for Operations'' therein and replacing them with ``Vice President for Compact Implementation'' and (ii) deleting the words ``Prime Minister'' and replacing them with ``Secretary General of the Presidency.''

4. Amendment to Section 5.3

Section 5.3 (Amendments) of the Compact is amended and restated as follows:
``Section 5.3 Amendments. The Parties may amend this Compact only by a written agreement signed by the Principal Representatives of the Parties.''

5. Amendment to Section 5.11

Section 5.11 (Signatures) of the Compact shall be amended by deleting the phrase ``or an amendment to this Compact pursuant to Section 5.3'' from the text of the first sentence of Section 5.3. 6. Amendment to Exhibit A

Exhibit A (Definitions) of the Compact shall be amended by: (i) deleting the following terms and their definitions in their entirety: ``BDS,'' ``Industrial Park,'' ``Industrial Park Project.'' ``Industrial Park Project Objective,'' the second ``Institutional Strengthening Activity,'' ``MSMEs,'' ``Primary and Secondary Infrastructure Activity,'' ``Resettlement Activity,'' and ``Revenue Authority,'' and (ii) replacing all references to ``Schedule 3 of Annex I'' with references to ``Schedule 2 of Annex I.''

7. Amendment to Annex I

Annex I (Program Description) of the Compact shall be amended by deleting such Annex I (including its Schedules) in its entirety and replacing it with the substitute Annex I (including attached Schedules) attached hereto as Exhibit A.

8. Amendment to Annex II

Annex II (Summary of MultiYear Financial Plan) of the Compact shall be amended by deleting such Annex II (including its Exhibit) in its entirety and replacing it with the substitute Annex II (including the attached Exhibit) attached hereto as Exhibit B.

9. Amendment to Annex III

Annex III (Description of the M&E Plan) of the Compact shall be amended by deleting such Annex III in its entirety and replacing it with the substitute Annex III attached hereto as Exhibit C. General Provisions

10. Further Assurances

Each Party hereby covenants and agrees, without necessity of any further consideration, to execute and deliver any and all such further documents and take any and all such other action as may be reasonably necessary or appropriate to carry out the intent and purpose of this Amendment.

11. Effect of This Amendment

From and after the Amendment Effective Date (as defined below), the Compact and this Amendment shall be read together and construed as one document, and each reference in the Compact to the ``Compact,'' ``hereunder,'' ``hereof'' or words of like import referring to the Compact, and each reference to the ``Compact,''
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``thereunder,'' ``thereof'' or words of like import in any Supplemental Agreement or in any other document or instrument delivered pursuant to the Compact or any Supplemental Agreement, shall mean and be construed as a reference to the Compact, as amended by this Amendment. 12. Limitations

Except as expressly amended by this Amendment, all of the provisions of the Compact remain unchanged and in full force and effect.

13. Amendment Effective Date

This Amendment shall enter into force on the date of the last letter in an exchange of letters between the Principal Representatives of each Party confirming that each Party has completed its domestic requirements for entry into force of this Amendment (including as set forth in Paragraph 14) and that all conditions set forth in Paragraph 15 have been satisfied by the Government and MCC (the ``Amendment Effective Date'').

14. Domestic Requirements

Prior to entry into force of this Amendment, the Government shall proceed in a timely manner to seek domestic ratification of this Amendment as necessary or required by the laws of Mali, or similar domestic requirement, in order that: (a) This Amendment shall be considered an international agreement under Mali law, (b) no laws of Mali (other than the Constitution of Mali) now or hereafter in effect shall take precedence or prevail over this Amendment or the Compact, as amended hereby, during the Compact Term (or a longer period to the extent provisions of the Compact remain in force following the expiration of the Compact Term pursuant to Section 5.13 of the Compact), and (c) each of the provisions of this Amendment is valid, binding and in full force and effect under the laws of Mali. The Government shall initiate such process promptly after the conclusion of this Amendment.

15. Condition Precedent to Amendment Effective Date

As a condition precedent to the Amendment Effective Date, the Government shall deliver a certificate signed and dated by the Principal Representative of the Government, or such other duly authorized representative of the Government acceptable to MCC, that: (a) Certifies that the Government has completed all of its domestic requirements in order that, and attaches a legal opinion from the Supreme Court of Mali (or such other competent person acceptable to MCC) to the effect that, (1) this Amendment shall have the status of an international agreement, and the Compact, as amended hereby, continues to have the status of an international agreement, (2) no laws of Mali (other than the Constitution of Mali) now or hereafter in effect shall take precedence or prevail over this Amendment, or the Compact as amended hereby, during the Compact Term (or a longer period to the extent provisions of this Compact remain in force following the Compact Term pursuant to Section 5.13 of the Compact), and (3) each of the provisions of this Amendment shall be valid, binding and in full force and effect under the laws of Mali, and the Compact, as amended hereby, continues to be valid, binding and in full force and effect under the laws of Mali; and
(b) Attaches thereto, and certifies that such attachments are true, correct and complete copies of all decrees, legislation, regulations or other governmental documents relating to its domestic requirements for this Amendment to enter into force and the satisfaction of Paragraph 14, which MCC may post on its Web site or otherwise make publicly available.

16. English Language

This Amendment is prepared and executed in English and, in the event of any ambiguity or conflict between this official English version and any translation made for the convenience of the Parties, this official English version will prevail.

17. Governing Law

The Parties acknowledge and agree that this Amendment is an international agreement entered into for the purpose of amending the Compact and as such will be interpreted in a manner consistent with the Compact and will be governed by the principles of international law. 18. Counterparts

This Amendment may be executed in counterparts, each of which shall constitute an original, but when taken together, shall constitute one instrument.

19. Provisional Application

Upon signature of this Amendment, the Parties will provisionally apply this Amendment until the Amendment Effective Date.

In Witness Whereof, the undersigned, duly authorized by their respective governments, have signed this Amendment to be dated the later of the dates indicated below their signatures and this Amendment shall become effective in accordance with Paragraph 13.

Millennium Challenge Corporation, on behalf of the United States of America, Name: Darius Mans, Title: Vice President for Compact Implementation, Date: 9/11/08.

The Government of the Republic of Mali, Name: Diango Cissoko, Title: Secretary General of the Presidency, Date: 9/11/08.
Exhibit A Annex I (Program Description)

Annex I Program Description

This Annex I to the Compact (this ``Program Annex'') generally describes the Program that MCC Funding will support in Mali during the Compact Term and the results to be achieved from the investment of MCC Funding. Prior to any MCC Disbursement or ReDisbursement, including for the Projects described herein, MCC, the Government (or a mutually acceptable Government Affiliate) and MCAMali shall enter into the Disbursement Agreement, which agreement shall be in form and substance mutually satisfactory to the Parties, and signed by the Principal Representative of each Party (or in the case of a Government Affiliate, the principal representative of such Government Affiliate) and of MCA Mali.

Except as specifically provided herein, the Parties may amend this Program Annex without amending the Compact only by written agreement signed by the Principal Representative of each Party. Each capitalized term used but not defined in this Program Annex shall have the same meaning given such term elsewhere in this Compact. Unless otherwise expressly stated, each Section reference herein is to the relevant Section of the main body of this Compact.
1. Background; Consultative Process

(a) Background.

Mali is a landlocked country of 1.24 million sq km that shares a border with seven West African countries. One of the world's poorest countries, Mali ranks 174 out of 177 on the United Nations Development Program's Human Development Index, with low levels of literacy (19%) and life expectancy of 47.9 years. Sixtyfour percent of Mali's approximately 13 million people are poor, a third living in extreme poverty. MCC's investments will support the development of key infrastructure and policy reform for productive sectors, by addressing the country's constraints to growth and capitalizing on two of Mali's major assets, the Airport, gateway for
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regional and international trade, and the Niger River Delta for irrigated agriculture. As proposed by the Government, the Program will create a platform for increased production and productivity of agriculture, as well as expand Mali's access to markets and trade.

Investment in the Airport infrastructure will establish an independent and secure link to the regional and global economy, addressing the specific need of a landlocked, developing country. The investments in the Alatona zone of ON will be a catalyst for the transformation and commercialization of family farms. It will support Mali's national development strategy to increase the contribution of the rural sector to economic growth and help achieve national food security. These investments will be strengthened by policy reforms and institutional support such as formal land titles for the rural poor, demanddriven rural advisory services, an improved business environment, and increased access to markets and trade. These hard and soft investments will impact the poor in Mali, particularly Malian farmers, not only in Project zones but, over time, on a national and regional scale. The Program reinforces the Government's approach and commitment to democracy, decentralization, and empowerment of local communities. MCCfinanced interventions will complement and reinforce national strategies for poverty reduction and economic growth. (b) Consultative Process.

The Program strongly supports the third pillar of the poverty reduction strategy paper (``PRSP''): development of infrastructure and key support for productive sectors. The participatory process of the PRSP is characterized as having ``breadth'' and being ``systematic.'' The national structure for the implementation of the PRSP identified the following among the top constraints to economic growth in its consultative process:
(i) Climatic risks affecting the rural sector with consequences on the national economy;
(ii) High cost of factors of production;
(iii) Fluctuations in prices of principal import and export products; and

(iv) Isolation/landlocked nature of the country.

The Program was designed to address these constraints. Priorities were defined by the national PRSP structure and refinement occurred in consultation with civil society and the private sector. This consultative process enriched and helped form the Proposal and its development. The insistence on rural land ownership and titling derived from dialogue with civil society and private sector actors. The need for inclusion of a strong component of social services for the Alatona zone was also reinforced through the consultative process.

Members of the Government, private sector, and civil society (national nongovernmental organizations and U.S. nongovernmental organizations) played an active role in developing the Millennium Challenge Account proposal. Local nongovernmental organizations (``NGOs''), including villagelevel women's associations, were directly involved in the process through numerous onsite workshops and meetings in the ON region. Consultations also took place with private sector and civil society actors around Bamako, as well as communities surrounding the Airport domain, who emphasized the need for improved infrastructure and increased economic activity to reduce poverty. Lastly, the Consultative Process involved participation of the U.S. NGO community, that has a strong presence in Mali, working on health, education, agriculture, governance, and economic development programs throughout the country.
2. Overview.
(a) Projects. The Parties have identified the Projects that the Government will implement, or cause to be implemented, using MCC Funding to advance each Objective. Each Project is described in the Schedules to this Program Annex. The Schedules to this Program Annex also identify one or more of the activities that will be undertaken in furtherance of each Project (each, a ``Project Activity''), as well as the various activities within each Project Activity. Notwithstanding anything to the contrary in this Compact, the Parties may agree to modify, amend, terminate or suspend these Projects or to create a new project by written agreement signed by the Principal Representative of each Party without amending this Compact; provided, however, any such modification or amendment of a Project or creation of a new project shall (i) be consistent with the Compact Goal; (ii) not cause the amount of MCC Funding to exceed the aggregate amount specified in Section 2.1(a) of this Compact; (iii) not cause the Government's responsibilities or contribution of resources to be less than specified in Section 2.2 of this Compact or elsewhere in this Compact; and (iv) not extend the Compact Term.
(b) Beneficiaries. The intended beneficiaries of each Project are described in the respective Schedule to this Program Annex and Annex III to the extent identified as of the date hereof. The intended beneficiaries shall be identified more precisely during the initial phases of implementation of the Program. The Government shall provide to MCC information on the population of the areas in which the Projects will be active, disaggregated by gender, income level and age. The Parties shall agree upon the description of the intended beneficiaries and the Parties will make publicly available a more detailed description of the intended beneficiaries of the Program, including publishing such description on the MCAMali Web site.
(c) Civil Society. Civil society shall participate in overseeing the implementation of the Program through its representation on the Board and the Advisory Councils, as provided in Section 3(d) and Section 3(e), respectively, of this Program Annex. In addition, ongoing consultations with the civil society regarding the manner in which each Project is being implemented will take place throughout the Compact Term.
(d) Monitoring and Evaluation. Annex III generally describes the plan to measure and evaluate progress toward achievement of the Compact Goal and the Objectives (the ``M&E Plan''). As outlined in the Disbursement Agreement and other Supplemental Agreements, continued disbursement of MCC Funding under this Compact (whether as MCC Disbursements or ReDisbursements) shall be contingent on, among other things, successful achievement of certain Targets as set forth in the M&E Plan.

3. Implementation Framework

The implementation framework and the plan for ensuring adequate governance, oversight, management, monitoring and evaluation (``M&E'') and fiscal accountability for the use of MCC Funding is summarized below and in the Schedules attached to this Program Annex, and as may otherwise be agreed in writing by the Parties.
(a) General. The elements of the implementation framework will be further described in the Supplemental Agreements and in a set of detailed documents for the implementation of the Program, consisting of (i) a MultiYear Financial Plan, (ii) a Fiscal Accountability Plan, (iii) a Procurement Plan, (iv) an M&E Plan, and (v) a Work Plan (each, an ``Implementation Document''). MCAMali shall adopt each
Implementation Document in
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accordance with the requirements and timeframe as may be specified in this Program Annex, Annex II, Annex III, and the Disbursement Agreement or as may otherwise be agreed by the Parties from time to time. MCA Mali may amend any Implementation Document without amending this Compact, provided that any material amendment of such Implementation Document has been approved by MCC and is otherwise consistent with the requirements of this Compact and any Supplemental Agreement. By such time as may be specified in the Disbursement Agreement, or as may otherwise be agreed by the Parties from time to time, MCAMali shall adopt a work plan for the overall administration of the Program (the ``Work Plan''). The Work Plan shall set forth, with respect to (i) the administration of the Program, (ii) the monitoring and evaluation of the Program, and (iii) the implementation of each Project, the following: (1) each activity to be undertaken or funded by MCC Funding (to the level of detail mutually acceptable to MCAMali and MCC), (2) the Detailed Budget, and (3) where appropriate, the allocation of roles and responsibilities for specific activities, other programmatic guidelines, performance requirements, targets, and other expectations related thereto.
(b) Government.
(i) The Government shall promptly take all necessary and appropriate actions to carry out the Government Responsibilities and other obligations or responsibilities of the Government under and in furtherance of this Compact, including undertaking or pursuing such legal, legislative or regulatory actions or procedural changes and contractual arrangements as may be necessary or appropriate to achieve the Objectives, to successfully implement the Program, to designate any rights or responsibilities to any Permitted Designee, and to establish a legal entity, in a form mutually agreeable to the Parties (``MCA Mali''), which shall be a Permitted Designee and shall be responsible for the oversight and management of the implementation of this Compact on behalf of the Government. The Government shall promptly deliver to MCC certified copies of any documents, orders, decrees, laws or regulations evidencing such legal, legislative, regulatory, procedural, contractual or other actions.
(ii) The Government shall ensure that MCAMali is duly authorized and organized, sufficiently staffed and empowered to carry out fully the Designated Rights and Responsibilities. Without limiting the generality of the preceding sentence, MCAMali shall be organized, and have such roles and responsibilities, as described in Section 3(d) of this Program Annex and as provided in the Governing Documents. (c) MCC.
(i) Notwithstanding Section 3.11 of this Compact or any provision in this Program Annex to the contrary, and except as may be otherwise agreed upon by the Parties from time to time, MCC must approve in writing each of the following transactions, activities, agreements and documents prior to the execution or carrying out of such transaction, activity, agreement or document and prior to MCC Disbursements or Re Disbursements in connection therewith:
(1) MCC Disbursements;
(2) Each Implementation Document (including each component thereto) and any material amendments and supplements thereto;
(3) Any Audit Plan;
(4) Agreements (i) between the Government and MCAMali, (ii) between the Government, a Government Affiliate, MCAMali or any other Permitted Designee, on the one hand, and any Provider or Affiliate of a Provider, on the other hand, which require such MCC approval under applicable law, the Disbursement Agreement, any Governing Document, or any other Supplemental Agreement, or (iii) in which the Government, a Government Affiliate, MCAMali or any other Permitted Designee appoints, hires, or engages any of the following in furtherance of this Compact:
(A) Auditor;
(B) Reviewer;
(C) Fiscal Agent;
(D) Procurement Agent;
(E) Bank;
(F) Implementing Entity (as required under Section 3(f) of this Program Annex); and
(G) A member of the Board (including any Observer), any Officer or any other key employee of MCAMali (including agreements involving the terms of any compensation for any such person).
(Any agreement described in clause (i) through (iii) of this Section 3(c)(i)(4) of this Program Annex and any amendments and supplements thereto, each, a ``Material Agreement'');
(5) Any modification, termination or suspension of a Material Agreement, or any action that would have the effect of such a modification, termination or suspension of a Material Agreement; (6) Any agreement that is (A) not at arm's length or (B) with a party related to the Government, MCAMali or any of their respective Affiliates;
(7) Any ReDisbursement that requires such MCC approval under applicable law, any Governing Document, or any other Supplemental Agreement (each, a ``Material ReDisbursement'');
(8) Any pledge of any MCC Funding or any Program Assets, or any guarantee, directly or indirectly, of any indebtedness (each, a ``Pledge'');
(9) Any decree, legislation, regulation, contractual arrangement (including the Governance Agreement), or other charter document establishing or governing MCAMali (each, a ``Governing Document ''); (10) Any disposition, in whole or in part, liquidation, dissolution, winding up, reorganization or other change of (A) MCA Mali, including any revocation or modification of or supplement to any Governing Document related thereto, or (B) any subsidiary or Affiliate of MCAMali;
(11) Any change in character or location of any Permitted Account; (12) Formation or acquisition of any direct or indirect subsidiary, or other Affiliate, of MCAMali;
(13) (A) Any change of any member of the Board (including any Observer), of the member serving as the Chair or in the composition or size of the Board, and the filling of any vacant seat of any member of the Board (including any Observer), (B) any change of any Officer or other key employee of MCAMali or in the composition or size of the Management, and the filling of any vacant position of any Officer or other key employee of MCAMali, and (C) any material change in the composition or size of any Advisory Council;
(14) Any decision by MCAMali to engage, to accept or to manage any funds from any donor agencies or organizations in addition to MCC Funding during the Compact Term;
(15) Any decision to amend, supplement, replace, terminate, or otherwise change any of the foregoing; and
(16) Any other activity, agreement, document or transaction requiring the approval of MCC in this Compact, applicable law, any Governing Document, the Disbursement Agreement, or any other Supplemental Agreement between the Parties.
(ii) MCC shall have the authority to exercise its approval rights set forth in this Section 3(c) of this Program Annex in its sole discretion and independent of any participation or position taken by the MCC Representative at a meeting of the Board. MCC retains the right to revoke its approval of any matter, agreement, or action if MCC concludes, in its sole discretion, that its approval was issued on the basis of incomplete, inaccurate or misleading information furnished by the Government, any
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Government Affiliate, MCAMali or any other Permitted Designee. Notwithstanding any provision in this Compact or any Supplemental Agreement to the contrary, the exercise by MCC of its approval rights under this Compact or any Supplemental Agreement shall not (1) diminish or otherwise affect the Government Responsibilities or any other obligations or responsibilities of the Government under this Compact or any Supplemental Agreement, (2) transfer any such obligations or responsibilities of the Government, or (3) otherwise subject MCC to any liability.
(d) MCAMali.
(i) General. Unless otherwise agreed by the Parties in writing, MCAMali shall, as a Permitted Designee, be responsible for the oversight and management of the implementation of this Compact. MCA Mali shall be governed by applicable law and the Governing Documents. Each Governing Document shall be in form and substance satisfactory to MCC and effective on or before the time specified in the Disbursement Agreement, and based on the following principles:
(1) The Government shall ensure that MCAMali shall not assign, delegate or contract any of the Designated Rights and Responsibilities without the prior written consent of the Government and MCC. MCAMali shall not establish any Affiliates or subsidiaries (direct or indirect) without the prior written consent of the Government and MCC. (2) Unless otherwise agreed by the Parties in writing, MCAMali shall consist of (A) an independent board of directors (the ``Board'') to oversee MCAMali's responsibilities and obligations under this Compact (including any Designated Rights and Responsibilities) and (B) a management unit to have overall management (the ``Management'') responsibility for the implementation of this Compact.
(3) The Government shall ensure that the Governing Documents comply with the requirements set forth in this Program Annex.
(ii) Board.
(1) Formation. The Government shall ensure that the Board shall be formed, constituted, governed and operated in accordance with the terms and conditions set forth in the Governing Documents and any Supplemental Agreement.
(2) Composition. Unless otherwise agreed by the Parties in writing, the Board shall consist of no more than eleven (11) voting members and two (2) nonvoting observers identified below.
(A) The Board shall initially be composed of eleven (11) voting members as follows, provided that the members identified in subsections (i)(vi) below (each, a ``Government Member,'' and each of the other voting members, a ``Civil Member'') may be replaced by another government official from a ministry or other government body relevant to the Program activities pursuant to the Governing Documents, subject to approval by MCC (such replacement to be referred to thereafter as a Government Member):
(i) Representative from the President's Office, appointed as the chair (``Chair'') as provided in the Governing Documents;
(ii) Representative from the Ministry responsible for
transportation;
(iii) Representative from the Ministry responsible for finance; (iv) Representative from the Ministry responsible for economy; (v) Representative from the Ministry responsible for agriculture; (vi) Representative from the Ministry responsible for territorial administration;
(vii) Representative from the National Committee for Business Owners;
(viii) Representative from the Chamber of Commerce and Industry; (ix) Representative from the Chamber of Agriculture;
(x) Representative from civil society organizations representing youth, selected by the relevant national NGOs and civil society organizations and based on selection criteria agreed upon by the Parties; and
(xi) Representative from civil society organizations representing women, selected by the relevant national NGOs and civil society organizations and based on selection criteria agreed upon by the Parties.
(B) The nonvoting observers of the Board (each, an ``Observer'') shall be:
(i) A representative designated by MCC (the ``MCC
Representative''); and
(ii) A representative of environmental NGOs, selected by the relevant national NGOs and civil society organizations and based on selection criteria agreed upon by the Parties.
(C) Each Government Member position (other than the Chair) shall be filled by the individual, during the Compact Term, holding the office identified and all Government Members (including the Chair) shall serve in their capacity as the applicable Government officials and not in their personal capacity.
(D) Each Civil Member shall serve for the Compact Term. (E) The Voting Members, by majority vote, may alter the size of the Board in accordance with the Governing Documents so long as the total does not exceed eleven (11) members.
(F) Each Observer shall have rights to attend all meetings of the Board, participate in the discussions of the Board, and receive all information and documents provided to the Board, together with any other rights of access to records, employees or facilities as would be granted to a member of the Board under the Governing Documents. (G) The Voting Members shall exercise their duties solely in accordance with the best interests of MCAMali, the Program, the Compact Goal and the Objectives, and shall not undertake any action that is contrary to those interests or would result in personal gain or a conflict of interest.
(3) Roles and Responsibilities. The roles and responsibilities of the Board shall include the following:
(A) The Board shall oversee the Management, the overall implementation of the Program, and the performance of the Designated Rights and Responsibilities.
(B) Certain actions may be taken and certain agreements, documents or instruments executed and delivered, as the case may be, by MCAMali only upon the approval and authorization of the Board as provided under applicable law or as set forth in any Governing Document, including each MCC Disbursement Request, selection or termination of certain Providers and any Implementation Document.
(C) The Chair, unless otherwise provided in the applicable Governing Documents, shall certify any documents or reports delivered to MCC in satisfaction of the Government's reporting requirements under this Compact or any Supplemental Agreement between the Parties (the ``Compact Reports'') or any other documents or reports from time to time delivered to MCC by MCAMali (whether or not such documents or reports are required to be delivered to MCC), and that such documents or reports are true, correct and complete.
(D) Without limiting the generality of the Designated Rights and Responsibilities that the Government may designate to MCAMali, and subject to MCC's contractual rights of approval as set forth in Section 3(c) of this Program Annex, elsewhere in this Compact or any Supplemental Agreement, the Board shall have the exclusive authority as between the Board and the Management for all actions defined for the Board in any Governing Document and which are expressly designated therein as responsibilities that cannot be delegated further. (E) The Board shall meet with and exchange information with the Advisory
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Councils, as contemplated in Section 3(e) of this Program Annex. Without limiting the generality of the foregoing, the Board shall take each Advisory Council's suggestions into consideration in connection with any amendment to the M&E Plan, pursuant to Section 5(b) of Annex III.
(4) Indemnification of Civil Members, Observers, and Officers. The Government shall ensure, at the Government's sole cost and expense, that appropriate insurance is obtained and appropriate indemnifications and other protections are provided, acceptable to MCC and to the fullest extent permitted under the laws of Mali, to ensure that (A) the Civil Members and the Observers shall not be held personally liable for the actions or omissions of the Board or MCAMali and (B) Officers shall not be held personally liable for the actions or omissions of the Board, MCAMali or actions or omissions of the Officer so long as properly within the scope of Officer's authority. Pursuant to Section 5.5 and Section 5.8 of this Compact, the Government and MCAMali shall hold harmless the MCC Representative for any liability or action arising out of the MCC Representative's role as an Observer on the Board. The Government hereby waives and releases all claims related to any such liability and acknowledges that the MCC Representative has no fiduciary duty to MCAMali. In matters arising under or relating to this Compact, the MCC Representative is not subject to the jurisdiction of the courts or any other governmental body of Mali. MCAMali shall provide a written waiver and acknowledgement that no fiduciary duty to MCAMali is owed by the MCC Representative.
(iii) Management. Unless otherwise agreed in writing by the Parties, the Management shall report, through its chief executive officer (the ``Director General'') or other Officer as designated in any Governing Document, directly to the Board and shall have the composition, roles and responsibilities described below and set forth more particularly in the Governing Documents.
(1) Composition. The Government shall ensure that the Management shall be composed of qualified experts from the public or private sectors, including such officers and staff as may be necessary to carry out effectively its responsibilities, each with such powers and responsibilities as set forth in the Governing Documents, and from time to time in any Supplemental Agreement between the Parties, including the following: (A) Director General; (B) Director of Finance and Administration; (C) Legal Adviser; (D) Director of Procurement; (E) Director of Environmental and Social Assessment; (F) Director of Monitoring and Evaluation; (G) Director of Airport Improvement Project; and (H) Director of Alatona Irrigation Project. Each person holding the position in any of the subclauses (A) through (H), and such other offices as may be created and designated in accordance with any Governing Document and any Supplemental Agreement, shall be referred to as an ``Officer.'' The Management shall be supported by appropriate administrative and support personnel consistent with the Detailed Budget for Program administration and any Implementation Document. (2) Appointment of Officers. The Director General shall be selected after an open and competitive recruitment and selection process, and appointed in accordance with the Governing Documents, which appointment shall be subject to MCC approval. Such appointment shall be further evidenced by such document as the Parties may agree. Unless otherwise specified in the Governing Documents, the Officers of MCAMali other than the Director General shall be selected and hired by the Board after an open and competitive recruitment and selection process, and appointed in accordance with the Governing Documents, which appointment shall be subject to MCC approval. Such appointment shall be further evidenced by such document as the Parties may agree.
(3) Roles and Responsibilities. The roles and responsibilities of the Management shall include:
(A) The Management shall assist the Board in overseeing the implementation of the Program and shall have principal responsibility (subject to the direction and oversight of the Board and subject to MCC's contractual rights of approval as set forth in Section 3(c) of this Program Annex or elsewhere in this Compact or any Supplemental Agreement) for the overall management of the implementation of the Program.
(B) Without limiting the foregoing general responsibilities or the generality of Designated Rights and Responsibilities that the Government may designate to MCAMali, the Management shall develop each Implementation Document, oversee the implementation of the Projects, manage and coordinate monitoring and evaluation, ensure compliance with the Fiscal Accountability Plan, and such other responsibilities as set out in the Governing Documents or otherwise delegated to the Management by the Board from time to time.
(C) Appropriate Officers as designated in the Governing Documents shall have the authority to contract on behalf of MCAMali under any procurement undertaken in accordance with the Disbursement Agreement (including the Procurement Guidelines) in furtherance of the Program. (D) The Management shall have the obligation and right to approve certain actions and documents or agreements, including certain Re Disbursements, MCC Disbursement Requests, Compact Reports, certain human resources decisions and certain other actions, as provided in the Governing Documents.
(e) Advisory Councils.
(i) Formation. The Government shall ensure the establishment of (1) an advisory council to the Board representing the beneficiaries of the Airport Improvement Project (``Airport Project Advisory Council''); and (2) an advisory council to the Board representing the beneficiaries of the Alatona Irrigation Project (the ``Alatona Zone Advisory Council,'' and, together with the Airport Project Advisory Council, the ``Advisory Councils'' and each an ``Advisory Council''), which Advisory Councils shall be independent of MCAMali and shall be established to the satisfaction of MCC. The Government shall take all steps necessary to establish the Advisory Councils as soon as possible following the execution of this Compact.
(ii) Composition.
(1) Each Advisory Council shall consist of no more than seventeen (17) voting members and shall be composed of representatives of relevant banking organizations, microfinance institutions, farmer associations, women's associations, chambers of commerce, local government, anticorruption associations and environmental and social organizations (``Civil Society Stakeholders'').
(2) The Government shall take all actions necessary and appropriate to ensure that each Advisory Council is established consistent with this Section 3(e) of this Program Annex and as otherwise specified in the Governing Documents or otherwise agreed in writing by the Parties. The composition of each Advisory Council may be adjusted by agreement of the Parties from time to time to ensure, among others, an adequate representation of the intended beneficiaries of the relevant Projects. Each member of an Advisory Council may appoint an alternate, approved by majority vote of the other members of such Advisory Council, to serve when the member is unable to
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participate in a meeting of the Advisory Council.
(iii) Roles and Responsibilities. Each Advisory Council shall be a mechanism to provide representatives of the private sector, civil society and local government the opportunity to provide advice and input to MCAMali regarding the implementation of this Compact. At the request of any Advisory Council, MCAMali shall provide such information and documents as it deems advisable, subject to appropriate treatment of such information and documents by the members of such Advisory Council. Specifically, during each meeting of an Advisory Council, MCAMali shall present an update on the implementation of this Compact and progress towards achievement of the Objectives. Each Advisory Council shall have an opportunity to provide regularly to MCA Mali its views or recommendations on the performance and progress on the Projects and Project Activities, any Implementation Document, procurement, financial management or such other issues as may be presented from time to time to such Advisory Council or as otherwise raised by such Advisory Council.
(iv) Meetings. Each Advisory Council shall hold at least two general meetings per year as well as such other periodic meetings as may be necessary or appropriate from time to time. The members of each Advisory Council shall be provided timely advance notice of all such general meetings, invited to participate in all such meetings and afforded an opportunity during each such meeting to present their views or recommendations to such Advisory Council.
(v) Accessibility; Transparency. The members of each Advisory Council shall be accessible to the beneficiaries they represent to receive the beneficiaries' comments or suggestions regarding the Program. The notices for, and the minutes (including the views or recommendations of the Civil Society Stakeholders expressed) of all general meetings of, each Advisory Council shall be made public on the MCAMali Web site or otherwise (including television, radio and print) in a timely manner.
(f) Implementing Entities. Subject to the terms and conditions of this Compact and any other Supplemental Agreement between the Parties, MCAMali may engage one or more Government Affiliates to implement and carry out any Project, Project Activity (or a component thereof) or any other activities to be carried out in furtherance of this Compact (each, an ``Implementing Entity''). The Government shall ensure that MCAMali enters into an agreement with each Implementing Entity, in form and substance satisfactory to MCC, that sets forth the roles and responsibilities of such Implementing Entity and other appropriate terms and conditions (including the payment of the Implementing Entity, if any) (an ``Implementing Entity Agreement''). Any Implementing Entity Agreement between MCAMali and a Government Affiliate that is a Provider or as may otherwise be required under the Disbursement Agreement shall be in form and substance satisfactory to MCC. The Implementing Entity shall report directly to the relevant Officer, as designated in the applicable Implementing Entity Agreement or as otherwise agreed by the Parties.
(g) Fiscal Matters.
(i) Fiscal Agent. The Government shall ensure that MCAMali engages a fiscal agent following an international competitive process (a ``Fiscal Agent''), who shall be responsible for, among other things: (1) Assisting MCAMali in preparing the Fiscal Accountability Plan; (2) ensuring and certifying that ReDisbursements are properly authorized and documented in accordance with established control procedures set forth in the Disbursement Agreement, the Fiscal Agent Agreement and other Supplemental Agreements; (3) ReDisbursement from, and cash management and account reconciliation of, any Permitted Account established and maintained for the purpose of receiving MCC Disbursements and making ReDisbursements (to which the Fiscal Agent has sole signature authority); (4) providing applicable certifications for MCC Disbursement Requests; (5) maintaining and retaining proper accounting, records and document disaster recovery system of all MCC funded financial transactions and certain other accounting functions; (6) producing reports on MCC Disbursements and ReDisbursements (including any requests therefor) in accordance with established procedures set forth in the Disbursement Agreement, the Fiscal Agent Agreement, the Fiscal Accountability Plan, or any other Supplemental Agreements; (7) assisting in the preparation of budget development procedures; and (8) internal management of the Fiscal Agent operations. Upon the written request of MCC, the Government shall ensure that MCA Mali terminates the Fiscal Agent, without any liability to MCC, and the Government shall ensure that MCAMali engages a new Fiscal Agent, subject to approval by the Board and MCC. The Government shall ensure that MCAMali enters into an agreement with the Fiscal Agent, in form and substance satisfactory to MCC, that sets forth the roles and responsibilities of the Fiscal Agent and other appropriate terms and conditions, such as payment of the Fiscal Agent (a ``Fiscal Agent Agreement''). Such Fiscal Agent Agreement shall not be terminated until MCAMali has engaged a successor Fiscal Agent or as otherwise agreed by MCC in writing.
(h) Auditors and Reviewers. The Government shall ensure that MCA Mali carries out the Government's audit responsibilities as provided in Sections 3.8(d), (e) and (f) of this Compact, including engaging one or more auditors (each, an ``Auditor'') required by Section 3.8(d) of this Compact. As requested by MCC in writing from time to time, the Government shall ensure that MCAMali also engages (i) an independent reviewer to conduct reviews of performance and compliance under this Compact pursuant to Section 3.8(f) of this Compact, which reviewer shall have the capacity to (1) conduct general reviews of performance or compliance, (2) conduct environmental audits, and (3) conduct data quality assessments in accordance with the M&E Plan, as described more fully in Annex III; and/or (ii) an independent evaluator to assess performance as required under the M&E Plan (each, a ``Reviewer''). MCA Mali shall select any such Auditor(s) and Reviewer(s) in accordance with any Governing Document or other Supplemental Agreement. The Government shall ensure that MCAMali enters into an agreement with each Auditor and each Reviewer, in form and substance satisfactory to MCC, that sets forth the roles and responsibilities of the Auditor or Reviewer with respect to the audit, review or evaluation, including access rights, required form and content of the applicable audit, review or evaluation and other appropriate terms and conditions such as payment of the Auditor or Reviewer (the ``Auditor/Reviewer Agreement''). In the case of a financial audit required by Section 3.8(d) of this Compact, such Auditor/Reviewer Agreement shall be effective no later than one hundred and twenty (120) days prior to the end of the relevant period to be audited; provided, however, if MCC requires concurrent audits of financial information or reviews of performance and compliance under this Compact, then such Auditor/ Reviewer Agreement shall be effective no later than the date agreed by the Parties in writing.
(i) Procurement Agent. The Government shall ensure that MCAMali [[Page 55149]]
engages one or more procurement agents through an international competitive process (each, a ``Procurement Agent'') to carry out and certify specified procurement activities in furtherance of this Compact on behalf of the Government, MCAMali, or the Implementing Entity. The roles and responsibilities of each Procurement Agent and the criteria for selection of a Procurement Agent shall be as set forth in the applicable Implementation Letter or Supplemental Agreement. The Government shall ensure that MCAMali enters into an agreement with each Procurement Agent, in form and substance satisfactory to MCC, that sets forth the roles and responsibilities of the Procurement Agent with respect to the conduct, monitoring and review of procurements and other appropriate terms and conditions, such as payment of the Procurement Agent (each, a ``Procurement Agent Agreement''). Any Procurement Agent shall adhere to the procurement standards set forth in the Disbursement Agreement and the Procurement Guidelines and ensure procurements are consistent with the procurement plan adopted by MCAMali pursuant to the Disbursement Agreement (the ``Procurement Plan''), unless MCAMali and MCC otherwise agree in writing.
4. Finances and Fiscal Accountability
(a) MultiYear Financial Plan; Detailed Budget.
(i) MultiYear Financial Plan. The multiyear financial plan for the Program, showing the estimated amount of MCC Funding allocable to each Project, the administration of the Program (and its components) and the monitoring and evaluation of the Program (the ``MultiYear Financial Plan'') over the Compact Term on an annual basis, is summarized in Annex II to this Compact.
(ii) Detailed Budget. During the Compact Term, the Government shall ensure that MCAMali timely delivers to MCC a detailed budget, at a level of detail and in a format acceptable to MCC, for the administration of the Program, the monitoring and evaluation of the Program, and the implementation of each Project (the ``Detailed Budget''). The Detailed Budget shall be a component of the Work Plan and shall be delivered by such time as specified in the Disbursement Agreement, or as may otherwise be agreed by the Parties.
(iii) Expenditures. Unless the Parties otherwise agree in writing, no financial commitment involving MCC Funding shall be made, no obligation of MCC Funding shall be incurred, and no ReDisbursement shall be made or MCC Disbursement Request shall be submitted, for any activity or expenditure unless the expense for such activity or expenditure is provided for in the Detailed Budget, and unless uncommitted funds exist in the balance of the Detailed Budget for the relevant period.
(iv) Modifications to MultiYear Financial Plan or Detailed Budget. Notwithstanding anything to the contrary in this Compact, MCAMali may amend the MultiYear Financial Plan, the Detailed Budget, or any component thereof (including any amendment that would reallocate the funds among the Projects, the Project Activities, or any activity under Program administration or M&E), without amending this Compact so long as MCAMali requests in writing and receives the approval of MCC for such amendment and such amendment is consistent with the requirements of this Compact (including Section 4 of Annex II), the Disbursement Agreement and any other Supplemental Agreement between the Parties. Any such amendment shall (1) be consistent with the Compact Goal and the Implementation Documents; (2) shall not cause the amount of MCC Funding to exceed the aggregate amount specified in Section 2.1(a) of this Compact; and (3) shall not cause the Government's obligations or responsibilities or overall contribution of resources to be less than as specified in Section 2.2(a) of this Compact, this Annex I or elsewhere in this Compact. Upon any such amendment, MCAMali shall deliver to MCC a revised Detailed Budget, together with a revised MultiYear Financial Plan, reflecting such amendment, along with the next MCC Disbursement Request.
(b) Disbursement and ReDisbursement. The Disbursement Agreement, as amended from time to time, shall specify the terms, conditions and procedures on which MCC Disbursements and ReDisbursements shall be made. The obligation of MCC to make MCC Disbursements or approve Re Disbursements is subject to the fulfillment, waiver or deferral of any such terms and conditions. The Government and MCAMali shall jointly submit the applicable request for an MCC Disbursement (the ``MCC Disbursement Request'') as may be specified in the Disbursement Agreement. MCC will make MCC Disbursements for valid and approved requirements upon request by the Fiscal Agent from time to time as provided in the Disbursement Agreement or as may otherwise be agreed by the Parties, subject to Program requirements and performance by the Government, MCAMali and other relevant parties in furtherance of this Compact. ReDisbursements will be made from time to time based on requests by an authorized representative of the appropriate party designated for the size and type of ReDisbursement in accordance with any Governing Document and Disbursement Agreement; provided, however, unless otherwise agreed by the Parties in writing, no ReDisbursement shall be made unless and until the written approvals specified herein and in any Governing Document and the Disbursement Agreement for such ReDisbursement have been obtained and delivered to the Fiscal Agent. (c) Fiscal Accountability Plan. By such time as specified in the Disbursement Agreement or as otherwise agreed by the Parties, MCAMali shall adopt, as part of the Implementation Documents, a plan that identifies the principles, mechanisms and procedures to ensure appropriate fiscal accountability for the use of MCC Funding provided under this Compact, including the process to ensure that open, fair, and competitive procedures will be used in a transparent manner in the administration of grants or cooperative agreements and the procurement of goods, works and services for the accomplishment of the Objectives (the ``Fiscal Accountability Plan''). The Fiscal Accountability Plan shall set forth, among others, requirements with respect to the following matters: (i) ReDisbursements, timely payment to vendors, cash management and account reconciliation; (ii) funds control and documentation; (iii) accounting standards and systems; (iv) content and timing of reports; (v) preparing budget development procedures and the Compact implementation budget; (vi) policies concerning records, document disaster recovery, public availability of all financial information and asset management; (vii) procurement and contracting practices; (viii) inventory control; (ix) the role of independent auditors; (x) the roles of fiscal agents and procurement agents; (xi) separation of duties and internal controls; and (xii) certifications, powers, authorities and delegations.
(d) Permitted Accounts. The Government shall establish, or cause to be established, such accounts (each, a ``Permitted Account,'' and, collectively, the ``Permitted Accounts'') as may be agreed by the Parties in writing from time to time, including:
(i) A single, completely separate United States Dollar interest bearing
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account (the ``Special Account'') at a commercial bank, subject to MCC approval, that is procured through a competitive process to receive MCC Disbursements;
(ii) If necessary, an interestbearing local currency of Mali account (the ``Local Account'') at a commercial bank in Mali, subject to MCC approval, that is procured through a competitive process for the purpose of making ReDisbursements; and
(iii) Such other interestbearing accounts to receive MCC Disbursements in such banks as the Parties mutually agree upon in writing.

No other funds shall be commingled in a Permitted Account other than MCC Funding and Accrued Interest the

SUMMARY:

Amendment to Compact with the Government of the Republic of Mali,