No. 57 GDD.244-2012-49 Dated 18-02-17

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THE ASSAM GAZETTE

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EXTRAORDINARY

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No. 57 Dispur, Tuesday, 28th February, 2017, 9th Phalguna, 1938 (S.E.)

GOVERNMENT OF ASSAM

ORDERS BY THE GOVERNOR

GUWAHATI DEVELOPMENT DEPARTMENT

NOTIFICATION

The 18th February, 2017

No.GDD.244/2012/Pt-V/49.- The Governor of Assam is pleased to constitute "The Assam Urban Infrastructure Development & Management Agency (AUIDMA)" as a registered Society for Implementation of ADB Assisted Assam Urban Infrastructure Investment Program (AUIIP) and any other project/schemes may be entrusted by the State Government from time to time.

1. BACKGROUND

1.1 Government of Assam has entered into a project agreement (Annexure-I) with Asian Development Bank (ADB) under Assam Urban Infrastructure Investment Program (AUIIP) and Government of India on 9th March, 2012 for implementing the South Guwahati East Water Supply project, Drainage Improvement in Guwahati & Dibrugarh and Solid Waste Management system in Dibrugarh.

1.2 Government of India signed a Loan Agreement (Annexure-II) with ADB on 9th March, 2012. ADB has agreed to provide US 200 Million US Dollars under Multi Tranche financing facility (MFF). The total project size is estimated to be 285.8 Million US Dollars including Counterpart Funding of 85.8 Million US Dollars. The Counterpart Funding component includes Taxes and Duties, Cost of Land Acquisition, Contingencies, as well as Interest during construction and Commitment charges.

1.3 The objective of the Investment Program and the project is to improve urban services in the cities of Guwahati and Dibrugarh to the standards set by the State.

1.4 The components of the project are : (a) South Guwahati East Water Supply Project; (b) Improved Drainage System in Guwahati and Dibrugarh; (c) Solid Waste Management Infrastructure, Dibrugarh ; (d) Implementation support.

1.5 The Project is already under implementation phase and in order to support implementation of the Program, a Project Management Unit (PMU) headed by the Project Director and two Project Implementation Units (for Guwahati and Dibrugarh) have been constituted. Further to support PMU and PIUs, in sub-project design and implementation, overall program monitoring and capacity building, AUIIP has engaged Project Management Consultants (PMC) and Design and Supervision Consultants (DSC).

2. RATIONALE FOR CREATION OF SPECIAL PURPOSE VEHICLE (SPV)

2.1 In order to expeditionally implement prestigious and high investment Urban Development Projects the implementation arrangement is required to be decentralized to facilitate better interdepartmental cooperation. As regards ADB funded AUIIP, the Deputy Director General, Asian Development Bank had proposed providing greater functional autonomy to PMU in the meeting held with Chief Secretary, Govt. of Assam and Principal Secretary, GDD on 30,09.2015. It was also agreed in the meeting to create a Special Purpose Vehicle (SPV) to facilitate such arrangement for implementation of Assam Urban Infrastructure Investment Program (AUIIP). Subsequently, this was also mentioned in the Aide Memoire during the Special Project Administration Mission visit (27 - 30 September, 2015) which was approved by Govt. of Assam.

2.2 In view of the above a Special Purpose Vehicle (SPV) titled Assam Urban Infrastructure Development & Management Agency (AUIDMA) is hereby constituted to be registered user under the Societies Registration Act 1860 for sanctioning, approving, implementing and monitoring of the physical and financial progress of AUIIP activities financed by Asian Development Bank (ADB) and any other similar Projects as entrusted by the Government from time to time.

3. FINANCIAL IMPLICATIONS

ADB funded AUIIP is an ongoing project with approved component for Project Management and PMU is currently functioning. AUIDMA would use the same resources and infrastructure with a structure of supervision, guidance and functional autonomy created through this proposal. Thus, there will be no additional financial implications. However, in future, as decided by the State Government, from time to time, if any additional projects are entrusted to AUIDMA, beyond the closure of ADB funded AUIIP, necessary provision would be made from such projects or as GIA from State Budget as may be applicable. The Administrative Department would approach the Finance Department and Planning & Development Department separately if such exigency arises.

Hence, the Special Purpose Vehicle (SPV) by the name of Assam Urban Infrastructure Development & Management Agency (AUIDMA) is hereby constituted and to be registered under Societies Registration Act 1860 as per the Memorandum of Association and Rules of Business as at Annex - III & IV, for implementation of ADB funded AUIIP and any other similar projects of critical importance and complexity for urban infrastructure development and management in Assam arising out of specially earmarked resources through EAP, etc.

ANNEXURE-I

ADB

PROJECT AGREEMENT

(Assam Urban Infrastructure Investment Program - Project 1)

between

ASIAN DEVELOPMENT BANK

and

STATE OF ASSAM

LOAN NUMBER 2806-IND

PROJECT AGREEMENT

(Assam Urban Infrastructure Investment Program - Project 1)

between

ASIAN DEVELOPMENT BANK

and

STATE OF ASSAM

DATED 9 MARCH, 2012

IND 42265(4) THE ASSAM GAZETTE, EXTRAORDINARY, FEBRUARY 28, 2017 373

PROJECT AGREEMENT

PROJECT AGREEMENT dated 9 March, 2012 between ASIAN DEVELOPMENT BANK ("ADB") and the State of Assam, acting by its Governor ("State").

WHEREAS

(A) by a Loan Agreement of even date herewith between India ("Borrower") and ADB, ADB has agreed to make to the Borrower a loan of eighty-one million Dollars ($81,000,000), on the terms and conditions set forth in the Loan Agreement, but only on the condition that, consistent with the Loan Agreement, the proceeds of the loan be made available to the state and that the State agrees to undertake certain obligations towards ADB set forth herein; and

(B) the State, in consideration of ADB entering into the Loan Agreement with the Borrower, has agreed to undertake the obligations set forth herein;

NOW THEREFORE the parties hereto agree as follows:

ARTICLE-I

Definitions

Section 1.01. (a) Wherever used in this Project Agreement, unless the context otherwise requires, the several terms defined in the Loan Agreement and in the Loan Regulations (as so defined) have the respective meanings therein set forth.

ARTICLE-II

Particular Covenants

Section 2.01. (a) The State shall carry out the Project with due diligence and efficiency, and in conformity with sound applicable technical, financial, business, engineering, environmental and urban development and public utility practices.

(b) In the carrying out of the Project and operation of the project facilities, the State shall perform all obligations set forth in the Loan Agreement to the extent that they are applicable to the state.

Section 2.02. The State shall make available, promptly as needed, the funds, facilities, services, land and other resources as required, in addition to the proceeds of the Loan, for the carrying out of the Project.

Section 2.03. (a) In the carrying out of the Project, the State 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, the State shall procure all Goods, Works and Consulting Services to be financed out of the proceeds of' the Loan in accordance with the provisions of Schedule 4 to the Loan Agreement. ADB may refuse to finance a contract where Goods, Works or Consulting Services have not been procured under procedures substantially(5) THE ASSAM GAZETTE, EXTRAORDINARY, FEBRUARY 28, 2017 374 in accordance with those agreed between the Borrower and ADB or where the terms and conditions of the contract are not satisfactory to ADB.

Section 2.04. The State shall carry out the Project in accordance with plans, design standards, specifications, work schedules and construction methods acceptable to ADB. The State 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.

Section 2.05. (a) The State shall take out and maintain with responsible insurers, or make other arrangements satisfactory to ADB for, insurance of Project 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, the State undertakes to tnsure, or cause to be insured, the Goods to be imported for the Project against hazards incident to the acquisition, transportation and delivery thereof to the place of use or lnstallation, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such Goods.

Section 2.06. The State shall maintain, or cause to be maintained, records and accounts adequate to identify the Goods, Works and Consulting Services financed out of the proceeds of the Loan, 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.

Section 2.07. (a) ADB and the State shall cooperate fully to ensure that the purposes of the Loan will be accomplished.

(b) The State shall promptly inform ADB and the Borrower of any condition which interferes with, or threatens to interfere with, the progress of the Project, the performance of its obligations under this Project Agreement, or the accomplishment of the purposes of the Loan.

(c) ADB and the State shall from time to time, at the request of either party, exchange views through their representatives with regard to any matters relating to the Project, the State and the Loan.

Section 2.08. (a) In so far as it relates to the project, the State shall furnish to ADB all such reports and information as ADB shall reasonably request concerning (i) the Loan and the expenditure of the proceeds thereof; (ii) the Goods, Works and Consulting Services financed out of such proceeds; (iii) the Project; (iv) the administration, operations and financial status of the State; and (v) any other matters relating to the purposes of the Loan.

(b) Without limiting the generality of the foregoing, the State shall furnish to ADB periodic reports on the execution of the Project and on the operation and management of the Project 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, the State shall prepare and furnish to ADB a report, in such form and in such detail as ADB shall reasonably request, on the execution and initial operation of the Project, including its cost, the performance by the State of its obligations under this Project Agreement and the accomplishment of the purposes of the Loan.

Section 2.09. (a) The State shall (i) maintain separate accounts for the Project;(ii) have such accounts and related financial statements (balance sheet, statement of income and expenses, and related statements) audited annually, in accordance with appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; and (iii) furnish to ADB, promptly after their preparation but in any event not later than 6 months after the close of the fiscal year to which they relate, certified copies of such audited accounts and financial statements and the report of the auditors relating thereto (including the auditors' opinion on the use of the Loan proceeds and compliance with the financial covenants of the Loan Agreement and the Project Agreement as well as on the use of the procedures for imprest account and statement of expenditures), all in the English language. The State shall furnish to ADB such further information concerning such accounts and financial statements and the audit thereof as ADB shall from time to time reasonably request.

Seection 2.10. The State shall enable ADB's representatives to inspect the Project, the Goods and Works and any relevant records and documents.

Section 2.11. (a) In relation to the Project, the State shall, promptly as required, take all action within its powers to maintain its corporate existence, to carry on its operations, and to acquire, maintain and renew all rights, properties, powers, privileges and franchises which are necessary in the carrying out of the Project or in the conduct of its operations.

(b) In relation to the Project, the State shall at all times conduct its operations in accordance with sound applicable technical, financial, business, development and operational practices, and under the supervision of competent and experienced management and personnel.

(c) In relation to the Project, the State shall at all times operate and maintain its plants, equipment and other property, and from time to time, promptly as needed, make all necessary repairs and renewals thereof, all in accordance with sound applicable technical, financial, business, development, operational and maintenance practices.

Section 2.12. Except as ADB may otherwise agree, the State shall not sell, lease or otherwise dispose of any of its assets which shall be required for the efficient carrying on of its operations or the disposal of which may prejudice its ability to perform satisfactorily any of its obligations under this project Agreement.

Section 2.13. Except as ADB and the Borrower may otherwise agree, the State shall apply the proceeds of the Loan to the financing of expenditures on the project in accordance with the provisions of the Loan Agreement and this project Agreement, and shall ensure that all Goods, Works and Consulting Services financed out of such proceeds are used exclusively in the carrying out of the project.

Section 2.14. Except as ADB may otherwise agree, the State shall duly perform all its obligations under the financing arrangements with the Borrower pursuant to Section 3.01 of the Loan Agreement, and shall not take or concur in, any action which would nave the effect of assigning, amending, abrogating or weaving any rights or obligations of the parties under such financing arrangements.

ARTICLE-III

Effective Date; Termination

Section 3.01. This project Agreement shall come into force and effect on the date on which the Loan Agreement comes into force and effect. ADB shall promptly notify the State of such date.

Section 3.02. This Project Agreement and all obligations of the parties hereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms.

Section 3.03. All the provisions of this Project Agreement shall continue in full force and effect not with standing any cancellation or suspension under the Loan Agreement.

ARTICLE-IV

Miscellaneous

Section 4.01. Any notice or request required or permitted to be given or made under this project Agreement and any agreement between the parties contemplated by this Project Agreement shall be in writing. Such notice or request shall be(8) THE ASSAM GAZETTE, EXTRAORDINARY, FEBRUARY 28, 2017 377 deemed to have been duly given or made when it shall be delivered by hand, mail or facsimile to the party to which it is required or permitted to be given or made at its address hereinafter specified, or at such other address as such party shall have designated by notice to the party giving such notice or making such request. The addresses so specified are :

For ADB

Asian Development Bank 6 ADB Avenue Mandaluyong City 1550 Metro Manila Philippines.

Facsimile Numbers :

(632) 6,36-2444 (632) 636-2338.

For the State

Commissioner & Secretary Guwahati Development Department Block-F. Ground Floor New Secretariat Building Assam Civil Secretariat Dispur-781006 Assam.

Facsimile Numbers :

0091-361-2237284.

Section 4.02. (a) Any action required or permitted to be taken, and any documents required or permitted to be executed, under this Project Agreement by or on behalf of the State may be taken or executed by its Commissioner & Secretary, Guwahati Development Department or by such other person or persons as he or she shall so designate in writing notified to ADB.

(b) The State shall furnish to ADB sufficient evidence of the authority of each , person who will act under subsection (a) hereinabove. together with the authenticated specimen signature of each such person.

Section 4.03. No delay in exercising, or omission to exercise, any right, power or remedy accruing to either party under this Project Agreement upon any default shall impair any such right. power or remedy or be construed to be a waiver thereof or an acquiescence in such default; nor shall the action of such party in respect of any default, or any acquiescence in any default, affect or impair any right, power or remedy of such party in respect of any other or subsequent default.

IN WITNESS WHERE OF the parties, hereto, acting through their representatives thereunto duly authorized, have caused this project Agreement to be signed in their respective names as of the day and year first above written and to be delivered at the principal office of ADB.

ASIAN DEVELOPMENT BANK

By––––––––––––––––––––––––––––––

HUN KIM

Country Director

STATE OF ASSAM

By––––––––––––––––––––––––––––––

ASHISH KUMAR BHUTANI Commissioner and Secretary

Guwahati Development Department.

ANNEXURE-II

ADB

LOAN AGREEMENT

(Ordinary Operations)

(Assam Urban Infrastructure Investment Program - Project 1)

Between

INDIA

and

ASIAN DEVELOPMENT BANK

LOAN NUMBER 2806-IND

LOAN AGREEMENT

(Ordinary Operations)

(Assam Urban Infrastructure Investment Program - Project 1)

between

INDIA

and

ASIAN DEVELOPMENT BANK

DATED 9 MARCH 2012

IND 42265(12) THE ASSAM GAZETTE, EXTRAORDINARY, FEBRUARY 28, 2017 381

LOAN AGREEMENT

(Ordinary Operations)

LOAN AGREEMENT dated 9 March 2012 between INDIA, acting by its President ("Borrower"), and ASIAN DEVELOPMENT BANK ("ADB").

WHEREAS

(A) by a framework financing agreement dated 2 September 2011 between the Borrower and ADB, ADB has agreed to provide a multitranche financing facility to the Borrower for purposes of financing projects under the Assam Urban Infrastructure Investment Program;

(B) by a periodic financing request dated 2 September 2011, the Borrower has applied to ADB for a loan for the purposes of the Project described in Schedule 1 to this Loan Agreement;

(C) the Project will be carried out by the State of Assam ("State"), acting through Guwahati Development Department, and for this purpose the Borrower will make available to the State the proceeds of the loan provided for herein upon terms and conditions mutually agreeable to ADB and the Borrower; and

(D) ADB has agreed to make a loan to the Borrower from ADB's ordinary capital resources upon the terms and conditions set forth herein and in the Project Agreement of even date herewith between ADB and the State;

NOW THEREFORE the parties hereto agree as follows :

ARTICLE-I

Loan Regulations; Definitions

Section 1.01. All the provisions of the Ordinary Operations Loan Regulations Applicable to LIBOR-Based Loans Made from ADB's Ordinary Capital Resources, dated 1 July 2001 ("Loan Regulations"), are hereby made applicable to this Loan Agreement with the same force and effect as if they were fully set forth herein, subject, however, to the following modifications:

(a) Section 3.03 is deleted and the following is substituted therefor :

Commitment Charge; Credit.

(a) The Borrower shall pay a commitment charge on the unwithdrawn amount of the Loan at the rate and on the terms specified in the Loan Agreement.

(b) ADB shall provide to the Borrower a credit at the rate specified in the Loan Agreement, which credit shall remain fixed for the term of the Loan. ADB shall apply the amount of the credit against the interest payable by the Borrower.

(b) Section 3.06 is deleted and the following is substituted therefor :

(a) Following any announcement by ADB that the Fixed Spread applicable to new Loans shall be reduced, ADB shall provide a Rebate to any Borrower with an outstanding Loan on which a higher Fixed Spread is applicable. The amount of the Rebate shall be determined by multiplying (i) the difference between the Fixed Spread applicable to the outstanding Loan and the Fixed Spread that will be applied to new Loans (expressed as a percentage per annum), by (ii) the principal amount of the outstanding Loan on which the Borrower shall pay interest for all interest periods commencing on and after the effective date of the lower Fixed Spread that will be applied to new Loans.

(b) Following any announcement by ADB that its Funding Cost Margin calculations with respect to any Loan Currency (or Approved Currency) in any Semester resulted in ADB achieving savings, ADB shall provide a Rebate to the Borrower. The amount of the Rebate shall be determined by multiplying (i) the Funding Cost Margin (expressed as a percentage per annum) by (ii) the principal amount of the Loan on which the Borrower shall pay interest for the Interest Period commencing immediately after the Semester for which the Funding Cost Margin was calculated. ADB shall apply the amount of the Rebate against the interest payable by the Borrower for the Interest Period commencing immediately after the Semester for which the Funding Cost Margin was calculated.

(c) Section 3.07 is deleted and the following is substituted therefor :

(a) Following any announcement by ADB that the Fixed Spread applicable to new Loans shall be increased, any Borrower with an outstanding Loan on which a lower Fixed Spread is applicable shall pay ADB a Surcharge. The amount of the Surcharge shall be determined by multiplying (i) the difference between the Fixed Spread that will be applied to new Loans and the Fixed Spread applicable to the outstanding Loan (expressed as a percentage per annum), by (ii) the principal amount of the outstanding Loan on which the Borrower shall pay interest for all interest periods commencing on and after the effective date of the higher Fixed Spread that will be applied to new Loans.

(b) Following any announcement by ADB that its Funding Cost Margin calculations with respect to any Loan Currency (or Approved Currency) in any Semester resulted in ADB incurring additional costs, the(14) THE ASSAM GAZETTE, EXTRAORDINARY, FEBRUARY 28, 2017 383 Borrower shall pay ADB a Surcharge. The amount of the Surcharge shall be determined by multiplying (l) the Funding Cost Margin (expressed as a percentage per annum) by (ll) the principal amount of the Loan on which the Borrower shall pay interest for the Interest Period commencing immediately after the Semester for which the Funding Cost Margin was calculated. ADB shall add the amount of the Surcharge to the interest payable by the Borrower for the Interest Period commencing immediately after the Semester for which the Funding Cost Margin was calculated.

Section 1.02. Wherever used in this Loan Agreement, the several terms defined in the Loan Regulations have the respective meanings therein set forth unless modified herein or the context otherwise requires. Additional terms used in this Loan Agreement have the following meanings:

(a) "BRT" means bus rapid transit;

(b) "BRT Subproject" means the proposed establishment and construction of a BRT transport corridor in Guwahati, as described in Schedule 1 to the FFA;

(c) "Consulting Guidelines" means the Guidelines on the Use of Consultants by Asian Development Bank and its Borrowers (2010, as amended from time to time);

(d) "Consulting Services" means the services to be financed out of the proceeds of the Loan as described in paragraph 3(iv) of Schedule 1 to this Loan Agreement;

(e) "Environmental Assessment and Review Framework" or "EARF" means the environmental assessment and review framework for the Investment Program, including any update thereto, agreed between the Borrower and ADB and incorporated by reference in the FFA;

(f) "Environmental Management Plan" or "EMP" means each and any environmental management plan for the Project, including any update thereto, incorporated in the IEEs;

(g) "Environmental Safeguards" means the principles and requirements set forth in Chapter V, Appendix 1, and Appendix 4 (as applicable) of the SPS;

(h) "Facility" means the multitranche financing facility provided by ADB to the Borrower for purposes of financing projects under the Investment Program;

(i) "FAM" means the Facility administration manual dated September 2011 and agreed between the Borrower and ADB, as updated from time to time in accordance with the respective administrative procedures of the Borrower and ADB;

(j) "FFA" means the framework financing agreement dated 2 September 2011 between ADB and the Borrower with respect to the Facility;

(k) "GAP" means the gender action plan developed for the Investment Program by the Borrower and approved by ADB;

(l) "GDD" means the State's Guwahati Development Department, or any legal successor thereto acceptable to ADB;

(m) "Goods" means equipment and materials to be financed out of the proceeds of the Loan, including related services such as transportation, insurance, installation, commissioning, training and initial maintenance, but excluding Consulting Services;

(n) "Indigenous Peoples Plan" or "IPP" means an indigenous peoples plan for the Project, including any update thereto, prepared and submitted by the Borrower pursuant to the requirements set forth in the IPPF and cleared by ADB;

(o) "Indigenous Peoples Planning Framework" or "IPPF" means the indigenous peoples planning framework for the Investment Program, including any update thereto, agreed between the Borrower and ADB and incorporated by reference in the FFA;

(p) "Indigenous Peoples Safeguards" means the principles and requirements set forth in Chapter V, Appendix 3, and Appendix 4 (as applicable) of the SPS;

(q) "Initial Environmental Examination" or "lEE" means each and any initial environmental examination for the Project, including any update thereto, prepared and submitted by the Borrower pursuant to the requirements set forth in the EARF and cleared by ADB;

(r) "Investment Program" means the Assam Urban Infrastructure Investment Program;

(s) "Involuntary Resettlement Safeguards" means the principles and requirements set forth in Chapter V, Appendix 2, and Appendix 4 (as applicable) of the SPS;

(t) "Loan Disbursement Handbook" means ADB's Loan Disbursement Handbook (2007, as amended from time to time);

(u) "O&M" means operations and maintenance;

(v) "PFR" means the periodic financing request submitted or to be submitted by the Borrower, for the purposes of each loan under the Facility, and for the purpose of this Loan Agreement means the periodic financing request dated 2 September 2011;

(w) "PIU" means each and any project implementation unit established under the PMU for the purposes of the Investment Program;

(x) "PMU" means the program management unit established by GDD for the purposes of the Investment Program, that will serve as the project management unit for the Project;

(y) "Procurement Guidelines" means ADB's Procurement Guidelines (2010 as amended from time to time);

(z) "Procurement Plan" means the procurement plan for the Project dated 2 September 2011 forming part of the FAM and agreed between the Borrower and ADB, as updated from time to time in accordance with the procurement Guidelines, the Consulting Guidelines and other arrangements agreed with ADB;

(aa) "Project Executing Agency" for the purposes of and within the meaning of, the Loan Regulations means the State, acting through GDD, or any legal successor thereto acceptable to ADB;

(bb) "Project facilities" means the water supply, sewerage, solid waste management, drainage and urban transport infrastructure facilities to be constructed under the Project;

(cc) "Resettlement Framework" or "RF" means the resettlement framework for the Investment program, including any update thereto, agreed between the Borrower and ADB and incorporated by reference in the FFA;

(dd) "Resettlement Plan" or "RP" means each and any resetllement plan for the Project, including any update thereto, prepared and submitted by the Borrower pursuant to the requirements set forth in the RF and cleared by ADB;

(ee) "Rupee" means the lawful currency of the Borrower;

(ff) "Safeguard Policy Statement" or "SPS" means ADB's Safeguard Policy Statement (2009);

(gg) "Safeguards Monitoring Report" means each report prepared and submitted by the Borrower to ADB that describes progress with Implementation of and compliance with, the EMPS, the RPs and any IPP (as applicable), including any corrective and preventative actions;

(hh) "SPV" means special purpose vehicle;

(ii) "State" means the State of Assam;

(jj) "Subproject" means a subproject under the Project that meets the selection criteria set out in Schedule 4 to the FFA;

(kk) "TA" means the capacity building technical assistance to be provided to the Borrower by ADB under the ADB CTA No. 0003 to support the implementation of the Investment Programe;

(ll) "ULB" means urban local body; and

(mm) "Works" means construction or civil works to be financed out of the proceeds of the Loan, including services such as drilling or mapping, and project related services that are provided as part of a single responsibility or turnkey contract, but excluding Consulting Services.

ARTICLE-II

The Loan

Section 2.01. (a) ADB agrees to lend to the Borrower from ADB's ordinary capital resources an amount of eighty-one million Dollars ($81,000,000), as such amount may be converted from time to time through a Currency Conversion in accordance with the provisions of Section 2.06 of this Loan Agreement.

(b) The Loan has a principal repayment period of 20 years, and a grace period as defined in subsection (c) hereinafter.

(c) The term "grace period" as used in subsection (b) herein above means the period prior to the first Principal Payment Date in accordance with the amortization schedule set forth in Schedule 2 to this Loan Agreement.

Section 2.02. The Borrower shall pay to ADB interest on the principal amount of the Loan withdrawn and outstanding from time to time at a rate for each Interest Period equal to the sum of LIBOR and 0.60% as provided by Section 3.02 of the Loan Regulations, less a credit of 0.20% as provided by Section 3.03 of the Loan Regulations.

Section 2.03. The Borrower shall pay a commitment Charge of 0.15% per annum. Such charge shall accrue on the full amount of the Loan (less amounts withdrawn from time to time), commencing 60 days after the date of this Loan Agreement.

Section 2.04. Interest and other Charges on the Loan shall be payable semiannually on 15 March and 15 September in each year.

Section 2.05. The Borrower shall repay the principal amount of the Loan withdrawn from the Loan Account in accordance with the provisions of Schedule 2 to this Loan Agreement.

Section 2.06. (a) The Borrower may at any time request any of the following Conversions of the terms of the Loan in order to facilitate prudent debt management :

(i) a change of the Loan Currency of all or any portion of the principal amount of the Loan, whether withdrawn and outstanding or unwithdrawn, to an Approved Currency;

(ii) a change of the interest rate basis applicable to all or any portion of the principal amount of the Loan withdrawn and outstanding from a Floating Rate to a Fixed Rate, or vice versa; and

(iii) the setting of limits on the Floating Rate applicable to all or any portion of the principal amount of the Loan withdrawn and outstanding by the establishment of an Interest Rate Cap or Interest Rate Collar on said Floating Rate.

(b) Any conversion requested pursuant to subsection (a) hereinabove that is accepted by ADB shall be considered a "Conversion", as defined in Section 2.01(6) of the Loan Regulations, and shall be effected in accordance with the provisions of Article V of the Loan Regulations and the Conversion Guidelines.

ARTICLE-III

Use of Proceeds of the Loan

Section 3.01. The Borrower shall make the proceeds of the Loan available to the State upon terms and conditions mutually agreeable to ADB and the Borrower, and shall cause the State to apply such proceeds to the financing of expenditures on the Project in accordance with the provisions of this Loan Agreement and the Project Agreement.

Section 3.02. The proceeds of the Loan shall be allocated and withdrawn in accordance with the provisions of Schedule 3 to this Loan Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and ADB.

Section 3.03. Except as ADB may otherwise agree, the Borrower shall procure, or cause to be procured, the items of expenditure to be financed out of the proceeds of the Loan in accordance with the provisions of Schedule 4 to this Loan 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 satisfactory to ADB.

Section 3.04. Except as ADB may otherwise agree, the Borrower shall cause all items of expenditure financed out of the proceeds of the Loan to be used exclusively in the carrying out of the Project.

Section 3.05. The Loan Closing Date for the purposes of Section 9.02 of the Loan Regulations shall be 30 June 2018 or such other date as may from time to time be agreed between the Borrower and ADB.

ARTICLE-IV

Particular Covenants

Section 4.01. (a) The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with sound applicable technical, financial, business, engineering, environmental and urban development and public utility practices.

(b) In the carrying out of the Project and operation of the Project facilities, the Borrower shall perform, or cause to be performed, all obligations set forth in Schedule 5 to this Loan Agreement and the Project Agreement.

Section 4.02. The Borrower shall make available, or cause the State to make available, promptly as needed, the funds, facilities, services, land and other resources, as required, in addition to the proceeds of the Loan, for the carrying out of the Project.

Section 4.03. The Borrower shall ensure that the activities of its departments and agencies with respect to the carrying out of the Project and operation of the Project facilities are conducted and coordinated in accordance with sound administrative policies and procedures.

Section 4.04. The Borrower shall enable ADB's representatives to inspect the Project, the Goods and Works, and any relevant records and documents.

Section 4.05. The Borrower shall take all actions which shall be necessary on its part to enable the State to perform its obligations under the Project Agreement and shall not take or permit any action which would interfere with the performance of such obligations.

Section 4.06. (a) In relation to the Project, the Borrower shall exercise its rights under the financing arrangements with the State pursuant to Section 3.01 of this Loan Agreement in such a manner as to protect the interests of the Borrower and ADB and to accomplish the purposes of the Loan.

(b) In relation to the Project, no rights or obligations under such financing arrangements shall be assined, amended, abrogated or waived without prior notice to ADB.

ARTICLE-V

Effectiveness

Section 5.01. A date 90 days after the date of this Loan Agreement is specified for the effectiveness of this Loan Agreement for the purposes of Section 10.04 of the Loan Regulations.

ARTICLE-VI

Miscellaneous

Section 6.01. The Secretary, Additional Secretary, Joint Secretary, Director or Deputy Secretary in the Department of Economic Affairs, Ministry of Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 12.02 of the Loan Regulations.

Section 6.02. The following addresses are specified for the purposes of Section 12.01 of the Loan Regulations :

For the Borrower

The Secretary to the Government of India Department of Economic Affairs Ministry of Finance North Block New Delhi -110001, India

Facsimile Numbers :

(9111) 2309-2477

(9111) 2309-2511.

For ADB

Asian Development Bank

6 ADB Avenue

Mandaluyong City

1550 Metro Manila

Philippines

Facsimile Numbers :

(632) 636-2444

(632) 636-2338.

IN WITNESS WHEREOF the parties hereto, acting through their representatives thereunto duly authorized, have caused this Loan Agreement to be signed in their respective names as of the day and year first above written and to be delivered at the principal office of ADB.

INDIA

By––––––––––––––––––––––––––––––

VENU RAJAMONY

Joint Secretary (MI)

Department of Economic Affairs.

ASIAN DEVELOPMENT BANK

By––––––––––––––––––––––––––––––

HUN KIM

Country Director.

SCHEDULE-1

Description of the Project

1. The objective of the Investment Program and the Project is to improve urban services in the cities of Guwahati and Dibrugarh to the standards set by the State.

2. The Project comprises the following components as described in greater detail in the PFR :

(i) Water supply : phase 1 of a scheme to supply south-east Guwahati with water from the Brahmaputra river, comprising construction of water intake and water diversion structures, a water treatment facility, water transmission systems and service reservoirs;

(ii) Drainage improvement : phase 1 of a scheme to rehabilitate the town protection drain in Dibrugarh, comprising construction of drains and diversion channels; reconstruction of road culverts, flood relief culverts, bridges and sluice gate; and wire fencing;

(iii) Solid waste management infrastructure : establishment of a solid waste management system in Dibrugarh, comprising (a) supply of equipment and vehicles to strengthen waste collection and waste transport systems; (b) construction and equipping of a vehicle and equipment repair and storage facility; (c) design, construction and operation of a solid waste treatment and disposal facility; (d) establishment of a recycling center; (e) development of a management information system for solid waste management; and (f) institutional strengthening and facilitation of community information and participation in relation to solid waste disposal; and

(iv) Implementation support : capacity building and implementation support, comprising Consulting Services to raise community awareness, to monitor Project and Investment Program performance, to design and supervise construction of Subprojects, conduct feasibility and detailed design of the proposed BRT Subproject, related capacity building and training and community-based activities.

3. The Project will include the Consulting Services under paragraph 3(iv) above.

4. The Project is expected to be completed by 31 December 2017.

SCHEDULE-2

Amortization Schedule

(Assam Urban Infrastructure Investment Program-Project 1)

1. The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date (Installment Share). If the proceeds of the Loan shall have been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined by ADB by multiplying: (a) the total principal amount of the Loan withdrawn and outstanding as of the first Principal Payment Date; by (b) the Installment Share for each Principal Payment Date, such repayment amount to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies.

Date Payment Due Installment Share

(Expressed as a % based on 10% annuity) 15 March 2017

0.827816

15 September 2017 0.869207

15 March 2018

0.912667

15 September 2018 0.958301

15 March 2019

1.006216

15 September 2019 1.056526

15 March 2020

1.109353

15 September 2020 1.164820

15 March 2021

1.223061

15 September 2021 1.284214

15 March 2022

1.348425

15 September 2022 1.415846

15 March 2023

1.486639

15 September 2023 1.560971

15 March 2024

1.639019

15 September 2024 1.720970

15 March 2025

1.807019

15 September 2025 1.897369

15 March 2026

1.992238

15 September 2026 2.091850

15 March 2027

2.196442

15 September 2027 2.306264

15 March 2028

2.421578

15 September 2028 2.542657

SCHEDULE-2

Date Payment Due Installment Share

(Expressed as a % based on 10% annuity)

15 March 2029

2.669789

15 September 2029 2.80.3279

15 March 2030

2.943443

15 September 2030 3.090615

15 March 2031

3.245146

15 September 2031 3.407403

15 March 2032

3.577773

15 September 2032 3.756662

15 March 2033

3.944495

15 September 2033 4.141720

15 March 2034

4.348806

15 September 2034 4.566246

15 March 2035

4.794558

15 September 2035 5.034286

15 March 2036

5.286000

15 September 2036 5.550311

Total

100.000000

1. If the proceeds of the Loan shall not have been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined as follows :

(a) To the extent that any proceeds of the Loan shall have been withdrawn as of the first Principal Payment Date, the Borrower shall repay the amount withdrawn and outstanding as of such date in accordance with paragraph 1 of this Schedule.

(b) Any withdrawal made after the first Principal Payment Date shall be repaid on each Principal Payment Date falling after the date of such withdrawal in amounts determined by ADB by multiplying the amount of each such withdrawal by a fraction, the numerator of which 'Shall be the original Installment Share specified in the table in paragraph 1 of this Schedule for said Principal Payment Date (the Original Installment Share) and the denominator of which shall be the sum of all remaining Original Installment Shares for Principal Payment Dates falling on or after such date, such repayment amounts to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to Which a Currency Conversion applies.

3. Withdrawals made within two calendar months prior to any Principal Payment Date(25) THE ASSAM GAZETTE, EXTRAORDINARY, FEBRUARY 28, 2017 394

SCHEDULE-2

shall, for the purposes solely of calculating the principal amounts payable on any Principal Payment Date, be treated as withdrawn and outstanding on the second Principal Payment Date following the date of withdrawal and shall be repayable on each Principal Payment Date commencing with the second Principal Payment Date following the date of withdrawal.

4. Notwithstanding the provisions of paragraphs 1 and 2 of this Schedule, upon a Currency Conversion of all or any portion of the withdrawn principal amount of the Loan to an Approved Currency, the amount so converted in said Approved Currency that shall be repayable on any Principal Payment Date occurring during the Conversion Period, shall be determined by ADB by multiplying such amount in its currency of denomination immediately prior to said Conversion by either: (i) the exchange rate that reflects the amounts of principal in said Approved Currency payable by ADB under the Currency Hedge Transaction relating to said Conversion; or (ii) if ADB so determines in accordance with the Conversion Guidelines, the exchange rate component of the Screen Rate.

5. If the principal amount of the Loan withdrawn and outstanding from time to time shall be denominated in more than one Loan Currency, the provisions of this Schedule shall apply separately to the amount denominated in each Loan Currency, so as to produce a separate amortization schedule for each such amount.

SCHEDULE-3

Allocation and Withdrawal of Loan Proceeds

General

1. The table attached to this Schedule sets forth the Categories of items of expenditure to be financed out of the proceeds of the Loan and the allocation of the Loan proceeds to each such Category ("Table"). (Reference to "Category" in this Schedule is to a Category or Subcategory of the Table).

Percentages of ADB Financing

2. Except as ADB may otherwise agree, each item of expenditure shall be financed out of the proceeds of the Loan on the basis of the percentages set forth in the Table.

Reallocation

3. Notwithstanding the allocation of Loan proceeds and the withdrawal percentages set forth in the Table,

(a) if the amount of the Loan allocated to any Category appears to be insufficient to finance all agreed expenditures in that Category, ADB may, by notice to the Borrower, (i) reallocate to such Category, to the extent required to meet the estimated shortfall, amounts of the Loan which have been allocated to another Category but, in the opinion of ADB, are not needed to meet other expenditures, and (ii) if such reallocation cannot fully meet the estimated shortfall, reduce the withdrawal percentage applicable to such expenditures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made; and

,

(b) if the amount of the Loan allocated to any Category appears to exceed all agreed expenditures in that Category. ADB may, by notice to the Borrower, reallocate such excess amount to any other Category.

Disbursement Procedures

4. Except as ADB may otherwise agree, the Loan proceeds shall be disbursed in accordance with the Loan Disbursement Handbook.

Imprest Account and Statement of Expenditures

5. (a) Except as ADB may otherwise agree, the Borrower may establish, and cause to be established, immediately after the Effective Date, (i) a first generation imprest account at the Reserve Bank of India, and (ii) a second generation imprest account(27) THE ASSAM GAZETTE, EXTRAORDINARY, FEBRUARY 28, 2017 396

SCHEDULE-3

for the PMU at a commercial bank acceptable to ADB (collectively, imprest accounts). The imprest accounts shall be established, managed, replenished and liquidated in accordance with ADB's Loan Disbursement Handbook, and detailed arrangements agreed upon between the Borrower and ADB. The imprest accounts shall only be used for the purposes of the Project. The currency of the first generation imprest account shall be the Dollar, and the currency of the second generation imprest accounts shall be the Rupee. The aggregate amount to be deposited into the imprest accounts shall not exceed the lower of (i) the estimated expenditure to be financed from the imprest accounts for the first 6 months of Project implementation, or (ii) the equivalent of 10% of the Loan amount.

(b) The statement of expenditures procedure may be used for reimbursement of eligible expenditures and to liquidate advances provided into the imprest accounts, in accordance with the Loan Disbursement Handbook and detailed arrangements agreed upon between the Borrower and ADB. Any individual payment to be reimbursed or liquidate under the statement of expenditures procedure shall not exceed the equivalent of $100,000.

Retroactive Financing

6. Withdrawals from the Loan Account may be made for reimbursement of eligible expenditures incurred under the Project before the Effective Date, but not earlier than 12 months before the date of this Loan Agreement, subject to a maximum amount equivalent to 20% of the Loan amount.

ATTCHMENT TO SCHEDULE-3

SCHEDULE-4

Procurement of Goods, Works and Consulting Services

General

1. The procurement of Goods, Works and Consulting Services shall be subject to and governed by the Procurement Guidelines, and the Consulting Guidelines, respectively.

2. All terms used in this Schedule and not otherwise defined in this Loan Agreement have the meanings provided in the Procurement Guidelines and/or the Consulting Guidelines, as applicable.

Goods and Works

3. Except as ADB may otherwise agree, Goods and Works shall only be procured on the basis of the methods of procurement set forth below:

(a) International Competitive Bidding; and (b) National Competitive Bidding.

4. The methods of procurement are subject to, among other things, the detailed arrangements and threshold values set forth in the Procurement Plan. The Borrower may only modify the methods of procurement or threshold values with the prior agreement of ADB, and modifications must be set out in updates to the Procurement Plan.

National Competitive Bidding

5. Since the State's standard bidding documents and procurement procedures, as used for national competitive bidding (civil works/goods) under the previous ADB Loan No. 2684, Assam Integrated Flood and Riverbank Erosion Risk Management Investment Program - Project 1, were reviewed by ADB and the Project Executing Agency, and with certain modifications found consistent with ADB requirements, ADB and the Borrower agree that these standard documents and procedures shall also apply to national competitive bidding Procedures under the Project as reflected in the Procurement Plan. Any subsequent change to the agreed modifications and clarifications shall become effective only after approval of such change by the Borrower and ADB.

Conditions for Award of Contract

6. The State shall not award any Works contract for a Subproject which involves environmental impacts until the State has incorporated the relevant provisions from the relevant EMP into the Works contract.

7. The State shall not award any Works contract involving involuntary resettlement impacts for a Subproject until the Borrower has prepared and submitted to ADB the final RP based on the Subprojects detailed design, and obtained ADB's clearance of such RP.

SCHEDULE-4

Selection of Consulting Services

8. Except as ADB may otherwise agree, and except as set forth in the paragraph below, the State shall apply quality- and cost-based selection for selecting and engaging Consulting Services.

9. The State shall apply quality-based selection methods for selecting and engaging the Consulting Services from NGOs as indicated in the FAM, in accordance with, among other things, the procedures set forth in the Procurement Plan.

Industrial or Intellectual Property Rights

10. (a) The State shall ensure that all Goods and Works procured (including without limitation all computer hardware, software and systems, whether separately procured or incorporated within other goods and services procured) do not violate or infringe any industrial property or intellectual property right or claim of any third party.

(b) The State shall ensure that all contracts for the procurement of Goods and Works contain appropriate representations, warranties and, if appropriate, indemnities from the contractor or supplier with respect to the matters referred to in subparagraph (a) of this paragraph.

11. The State shall ensure that all ADB-financed contracts with consultants contain appropriate representations, warranties and, if appropriate, indemnities from the consultants to ensure that the Consulting Services provided do not violate or infringe any industrial property or intellectual property right or claim of any third party.

ADB's Review of Procurement Decisions

12. Contracts procured under international competitive bidding and national competitive bidding procedures and contracts for Consulting Services shall be subject to prior review by ADB. unless otherwise agreed between the Borrower and ADB and set forth in the Procurement Plan.

SCHEDULE-5

Execution of Project; Financial Matters

Implementation Arrangements

1. The Borrower and the State shall ensure that the Project is implemented in accordance with the detailed arrangements set forth in the FAM. Any subsequent change to the FAM shall become effective only after approval of such change by the Borrower and ADB. In the event of any discrepancy between the FAM and this Loan Agreement, the provisions of this Loan Agreement shall prevail.

2. The State shall ensure that the PMU and the PIUs employ sufficient staff for the duration of the Investment Program with adequate and relevant expertise in the field of project management, financial management, engineering, construction supervision, procurement, construction and equipment inspection and testing, and environmental and social safeguards implementation. The State shall keep the PMU and the PIUs equipped with the necessary office space, facilities, equipment, support staff and management information systems for the entire duration of the Investment Program. The Borrower and the State shall endeavor to assign the same persons to key positions in the PMU and the PIUs for periods of at least three consecutive years.

3. The Borrower shall cause the State to ensure that the anticorruption provisions acceptable to ADB are included in all bidding documents and contracts, including provisions specifying the right of ADB to audit and examine the records and accounts of the executing and implementing agencies and all contractors, suppliers, consultants, and other service providers as they relate to the Project. The Borrower, the State and the implementing agencies shall allow and assist ADB's representatives to carry out random spot checks on the work in progress and the utilization of funds for the Project.

Counterpart Support

4. The Borrower shall cause the State to provide all counterpart funds, land and facilities required for timely and effective implementation of the Project, including, without limitation, any funds required' (a) to meet any shortfall between cost and revenues for the operation and maintenance of the facilities created or rehabilitated under the Project, (b) to mitigate unforeseen environmental and social impacts, and (c) to meet additional costs arising from design changes, price escalation in construction costs and/or unforeseen circumstances. The. Borrower shall cause the State to make the resources thus required available on an annual basis for each fascicular.

Selection Criteria and Approval Process for Subprojects

5. The Borrower shall cause the State to ensure that all Subprojects are selected and approved in accordance with the selection criteria and approval process stipulated in Schedule 4 to the FFA.

6. The Borrower shall cause the State to ensure that all documents forming the basis for screening, selection and processing of Subprojects are made available to ADB upon(32) THE ASSAM GAZETTE, EXTRAORDINARY, FEBRUARY 28, 2017 401

SCHEDULE-5

request and are kept available for such purposes for a minimum period of five years from the date of the project completion report for the Project.

7. The State shall ensure that Works for sewerage, water supply pipe laying, and drainage in all Subprojects are synchronized, as appropriate.

8. The State shall analyze the recommendations made by consultants under the T A for the Investment Program, and agree with ADB on the extent and manner of implementation.

Institutional Reforms and Sustainability.

9. The State shall ensure that water, sewerage, and solid waste tariffs in the State are established in accordance with applicable State policies. The State shall ensure (a) that the water tariff collection rate in the cities of Guwahati and Dibrugarh shall be at or above the level of 90% by 2017; (b) that at least 90% of the total population of Guwahati is connected to a piped water supply system and 100% of the connected customers in Guwahati are metered upon completion of the water supply Subproject; and (c) for the urban solid waste management Subproject, that user charges are applied to cover at least 25% of operation and maintenance costs within 2 years of Subproject completion.

10. The Borrower and the State shall ensure timely adoption and implementation of a water tariff revision road map and plan to ensure that by end 2017 the water tariff level is sufficient to cover substantive to full operation and maintenance of the water supply operations and shall include updates on the progress of implementation in its quarterly progress reports to ADB. The detailed tariff revision road map and plan shall set out key milestones for the introduction of the revised water tariffs to try meeting full O & M costs, sewerage fees, and solid waste management user charges in Guwahati and Dibrugarh by end 2017. The detailed tariff revision road map and plan will be submitted to ADB within 18 months following signing of the Loan Agreement.

11. As part of the solid waste management Subproject described in paragraph 2 (iii) of Schedule 1 to this Loan Agreement, the State shall use its best efforts to ensure that a system for house-to-house collection of solid waste is implemented in Dibrugarh with coverage of 100% of households.

12. The State shall ensure that the Guwahati Metropolitan Water Supply and Sewerage Board undertakes all reasonable efforts to connect households to the sewerage facilities once the sewerage treatment plant and sewer networks in Guwahati are completed.

13. The State shall ensure that the concerned staff in Guwahati and Dibrugarh responsible to the related ULB shall be trained by the contractors in O&M of Subproject facilities. In this regard, the PMU and PIUs shall ensure that an O&M plan will be developed for each subsector. The O&M plan will also assess additional human and financial resources required by each ULB/appropriate authority for smooth hand-over of Subproject facilities.

SCHEDULE-5

Environment

14. The Borrower shall cause the State to ensure that the preparation, design, construction, implementation, operation and decommissioning of each Subproject comply with (a) all applicable laws and regulations of the Borrower relating to environment, health, and safety; (b) the Environmental Safeguards; (c) the EARF; and (d) all measures and requirements set forth in the relevant IEE and EMP, and any corrective or preventative actions set forth in a Safeguards Monitoring Report.

Land Acquisition and Involuntary Resettlement

15. The Borrower shall cause the State to ensure that all land and all rights-of-way required for a Subproject are made available to the Works contractor in accordance with the schedule agreed under the related Works contract and all land acquisition and resettlement activities are implemented in compliance with (a) all applicable laws and regulations of the Borrower relating to land acquisition and involuntary resettlement; (b) the Involuntary Resettlement Safeguards; (c) the RF; and (d) all measures and requirements set forth in the relevant RP, and any corrective or preventative actions set forth in a Safeguards Monitoring Report.

16. Without limiting the application of the Involuntary Resettlement Safeguards, the RF or the relevant RP, the Borrower shall cause the State to ensure that no physical or economic displacement takes place in connection with the Subprojects until :

(a) compensation and other entitlements have been provided to affected people in accordance with the relevant RP; and

(b) a comprehensive income and livelihood restoration program has been established in accordance with the relevant RP.

Indigenous Peoples

17. The Borrower shall cause the State to ensure that the Project does not have any impact on indigenous peoples within the meaning of the Safeguard Policy Statement. In the event that the Project does have any such impact, the Borrower shall ensure or cause the State to ensure that the preparation, design, construction, implementation and operation of the relevant Subproject(s) comply with (a) all applicable laws and regulations of the Borrower relating to Indigenous peoples; (b) the Indigenous Peoples Safeguards; (c) the IPPF; and (d) all measures and requiements set forth in the relevant IPP, and any corrective or preventative actions set forth in a Safeguards Monitoring Report.

Human and Financial Resources to Implement Safeguards Requirements

18. The Borrower shall cause the State to make available necessary budgetary and human resources to fully implement the EMPs, the RPs and any IPP.

SCHEDULE-5

Safequards - Related Provisions in Bidding Documents and Works Contracts

19. The Borrower shall cause the State to ensure that all bidding documents and contracts for Works contain provisions that require contractors to :

(a) comply with the measures and requirements relevant to the contractor set forth in the IEEs, the EMPs, the RPs and any IPP (to the extent they concern impacts on affected people during construction), and any corrective or preventative actions set out in a Safeguards Monitoring Report;

(b) make available a budget for all such environmental and social measures;

(c) provide the PMU with a written notice of any unanticipated environmental, resettlement or indigenous peoples risks or impacts that arise during construction, implementation or operation of the Project that were not considered in the lEEs, the EMPs, the RPs or any IPP;

(d) adequately record the condition of roads, agricultural land and other infrastructure prior to starting to transport materials and construction; and

(e) fully reinstate pathways, other local infrastructure and agricultural land to at least their pre-project condition upon the completion of construction.

Safeguards Monitoring and Reporting

20. The Borrower shall cause the State to do the following :

(a) submit semiannual Safeguards Monitoring Reports to ADB and disclose relevant information from such reports to affected persons promptly upon submission;

(b) if any unanticipated environmental and/or social risks and impacts arise during construction, implementation or operation of the Project that were not considered in the lEEs, the EMPs, the RPs or any IPP, promptly inform ADB of the occurrence of such risks or impacts, with detailed description of the event and proposed corrective action plan; and

(c) report any breach of compliance with the measures and requirements set forth in the EMPs, the RPs or any IPP promptly after becoming aware of the breach.

Prohibited List of Investments

21. The Borrower shall ensure or cause the State to ensure that no proceeds of the Loan are used to finance any activity included in the list of prohibited investment activities provided in Appendix 5 of the SPS.

Gender

22. The Borrower shall cause the State to ensure that it implements the GAP in a timely manner over the entire Investment Program period, and that adequate resources are(35) THE ASSAM GAZETTE, EXTRAORDINARY, FEBRUARY 28, 2017 404

SCHEDULE-5

allocated for this purpose. In particular, the Borrower and the State shall ensure that the targets stated in the GAP are achieved. The State shall conduct training on GAP implementation for all staff involved in the Investment Program. The State shall ensure that implementation of the GAP is closely monitored, and progress is reported to ADB.

Labor Standards

23. The Borrower shall cause the State to ensure that Works contracts follow all applicable labor laws of the Borrower and the State and that these further include provisions to the effect that contractors (I) carry out HIV/AIDS awareness programs for labor and disseminate information at worksites on risks of sexually transmitted diseases and HIV/ AIDS as part of health and safety measures for those employed during construction; (ii) follow and implement all statutory provisions on labor (including not employing or using children as labor, equal pay for equal work), health, safety, welfare, sanitation, and working conditions; and (iii) maximize employment of women and local poor and disadvantaged persons for construction purposes, provided that the requirements for efficiency are adequately met. Such contracts shall also include clauses for termination in case of any breach of the stated provisions by the contractors.

Preparation of Bus Rapid Transport (BRT) Subproject

24. No later than six months after the Effective Date, the State shall establish a special purpose vehicle (SPV) for purposes of the BRT Subproject in accordance with the relevant provisions of the FFA and the FAM. The Borrower and the State shall ensure that the SPV prepares the BRT Subproject in accordance with detailed business and operational plans prepared in consultation with ADB on the basis of the recommendations of the relevant consultants. The Borrower and the State shall ensure that (i) the SPV has the capacity to construct, own and operate mass transit systems in Guwahati; (ll) the SPV is sufficiently equipped with office space, facilities and motivated personnel with sufficient expertise and experience in areas relevant to the SPV's .proposed business operations (including, without limitation, business management, mass transit system operation and maintenance, financial management and accounting, and marketing); and (iii) the SPV maintains financial ratios that safeguard the economic Viability and financial sustainability of its operations.

25. The Borrower and the State shall explore soliciting from other aid agencies and/or private sector entities proposals for proposed cofinancing of the BRT Subproject in a timely manner. The Borrower and the State shall provide ADB with an opportunity to comment on any resulting cofinancing proposals, and shall take into account ADB's views before, finalizing and implementing any such proposals.

26. The State shall ensure that the SPV sets its service charges at a level (i) that is sufficient for substantive recovery of maintenance O&M costs from one year after the date that the BRT Subproject has become operational, and (ii) that permits the SPV to maintain a ratio of total operating expenses to total operating revenue not higher than 80% from three years after the date that the BRT Subproject has become operational.

SCHEDULE-5

27. The Borrower and the State shall develop and adopt an appropriate legal, regulatory and institutional framework for the operation of the BRT Subproject, with due regard for the recommendations ¢f the relevant consultants and ADB's views on the matter.

Development coordination

28. The Borrower and the State shall keep ADB informed of discussions with other multilateral, bilateral and national aid agencies that may have implications for the implementation of the Investment Program, including, without limitation, Jawaharlal Nehru National Urban Renewal Mission (JNNURM) and Japan International cooperation Agency (JICA). The Borrower and the State shall provide ADB with an opportunity to comment on any resulting policy reform and/or investment proposals, and shall take into account ADB's views before finalizing and implementing any such proposals.

Grievance Redress and Project Website

29. Within 3 months after the Effective Date, the State shall ensure that the PMU has established a dedicated website for the Project, i.e. a Project website. The State shall announce the Project and business opportunities associated with the Project on the Project website. In addition, the website shall disclose, at a minimum, the following information in relation to goods and services procured for the Project: (i) the list of participating bidders, (ii) the name of the winning bidder', (iii) the amount of the contracts awarded, and (iv) the goods and services procured.

30. The State, through the PMU and through independent auditors, shall conduct periodic inspections and random spot checks of contractors' activities related to fund withdrawals and settlements.

31. Towards smooth implementation of the Project, the Borrower shall cause the State to ensure that grievance(s) if any from stakeholders, relating to subproject implementation or use of funds are addressed effectively and efficiently.

ANNEXURE-III

ANNEXURE-IV

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V. B. PYARELAL, Additional Secretary to the Govt. of Assam Guwahati Development Department, Dispur.

Guwahati :- Printed and Published by the Dy. Director (P & S), Directorate of Printing & Stationery, Assam, Guwahati-21. Ex. Gazette No. 113- 400 + 10 -28 -02 - 2017.