[Federal Register Volume 71, Number 230 (Thursday, November 30, 2006)]
[Notices]
[Pages 69226-69268]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E6-19696]



[[Page 69225]]

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Part II





Millennium Challenge Corporation





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 Notice of Entering into a Compact With the Government of the Republic 
of Mali; Notice

  Federal Register / Vol. 71, No. 230 / Thursday, November 30, 2006 / 
Notices  

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MILLENNIUM CHALLENGE CORPORATION

[MCC FR 06-20]


Notice of Entering Into a Compact With the Government of the 
Republic of Mali

AGENCY: Millennium Challenge Corporation.

ACTION: Notice.

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SUMMARY: In accordance with Section 610(b)(2) of the Millennium 
Challenge Act of 2003 (Pub. L. 108-199, Division D), the Millennium 
Challenge Corporation (MCC) is publishing a summary and the complete 
text of the 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 Compact documents on November 13, 2006.

    Dated: November 16, 2006.
William G. Anderson, Jr.,
Vice President & General Counsel (Acting), Millennium Challenge 
Corporation.

Summary of Millennium Challenge Compact With the Government of the 
Republic of Mali

I. Introduction

    The five-year, approximately $460 million Millennium Challenge 
Compact aims to support policy reform and the development of key 
infrastructure for productive sectors, by addressing Mali's constraints 
to growth and capitalizing on two of the country's major assets, the 
Bamako-S[eacute]nou International Airport (the ``Airport''), a gateway 
for regional and international trade and the Niger River Delta for 
irrigated agriculture. These investments will create a platform for 
increased production and productivity of agriculture and small- and 
medium-sized enterprises, as well as expand Mali's access to markets 
and trade.
    The MCC investments will be strengthened by policy reforms and 
institutional support, such as formal land titles for the rural poor, 
demand-driven rural advisory services, an improved business 
environment, and increased access to markets and trade. These 
institutional and infrastructure investments will impact the poor in 
Mali, particularly Malian farmers and small- and medium-sized 
entrepreneurs, not only in project intervention zones but, over time, 
on a regional and national scale.

II. Program

    The projects under the Compact are as follows:
    1. Airport Improvement Project: Establish an independent and secure 
link to the regional and global economy, addressing the specific need 
of a landlocked developing country.
    2. Industrial Park Project: Provide properly managed and serviced 
land for close to 200 businesses and leverage reforms that will 
decrease the cost of doing business.
    3. Alatona Irrigation Project: Provide a catalyst for the 
transformation and commercialization of family farms, supporting Mali's 
national development strategy objectives to increase the contribution 
of the rural sector to economic growth and help achieve national food 
security.
Airport Improvement Project
    The Airport Improvement Project is intended to remove constraints 
to air traffic growth and increase the Airport's efficiency in both 
passenger and freight handling through airside and landside 
infrastructure improvements, as well as the establishment of 
appropriate institutional mechanisms to ensure effective management, 
security, operation, and maintenance of the Airport facilities over the 
long term.
    The Airport Improvement Project includes the following activities:
     Airside Infrastructure: Improvements will include 
reinforcement overlay to, and expansion of, the runway, taxiway, and 
apron areas; replacement of deteriorating navigational equipment; and 
upgrades of Airport security systems.
     Landside Infrastructure: Improvements will be made to the 
existing passenger terminal and a new passenger terminal will be 
constructed, as well as support facilities, Airport roads, and parking 
lots. Certain utilities, including water supply, solid waste disposal 
facilities, wastewater treatment, and power generation, are also 
planned to be constructed and designed as joint systems to support both 
the proposed investments at the Airport and the adjacent Industrial 
Park.
     Institutional Strengthening: Infrastructure improvements 
will be accompanied by the establishment of appropriate institutional 
mechanisms to ensure effective management, operation and maintenance of 
the Airport facilities over the long term. These measures will involve 
both the management of the Airport, as well as the wider regulatory 
framework governing the civil aviation sector in Mali.
Industrial Park Project
    The Industrial Park Project, located within the Airport domain, 
will develop a platform for industrial activity (initially 100 hectares 
(ha)) to meet the high and growing demand for well managed and serviced 
industrial land. The 100 ha industrial park (the ``Industrial Park'') 
is intended to be an anchor for a growing industrial sector in Mali, 
thereby alleviating a key constraint to value added production and 
economic growth. Reliable provision of utility services, including 
electricity, water, and wastewater, will increase business 
productivity.
    The Industrial Park Project includes the following activities:
     Primary and Secondary Infrastructure: The Industrial Park 
Project will fund primary and secondary infrastructure systems for the 
100 ha Industrial Park, designed for potential expansion to a larger 
200 ha industrial zone. The primary infrastructure will include major 
road systems and utilities such as water supply mains and pump 
stations. Secondary infrastructure will include roads leading into 
Industrial Park sub-zones as well as lateral water/drainage piping, 
etc. to service the smaller parcels. The tertiary (on-lot) 
infrastructure, to be financed and built by the industries locating in 
the Industrial Park, includes interior roads and parking, water supply 
taps/connections and fire protection, electrical and 
telecommunications, and wastewater collection (and possibly 
pretreatment).
     Resettlement: Resettlement activities, which must be 
consistent with World Bank Operational Policy 4.12 on Involuntary 
Resettlement, require compensation for loss of livelihoods as a result 
of both physical and economic displacement. The scope of this 
displacement is larger than the 200 ha acquisition of land and 
compensation of users for the Industrial Park. Common infrastructure 
facilities \1\ require acquisition and clearing of land and rights of 
way outside the Industrial Park, both inside and outside the Airport 
domain. To compensate peri-urban cultivators who practice rain-fed 
agriculture in the Airport domain and whose lands are required for the 
Industrial Park Project and the Airport Improvement Project, the 
Industrial Park Project will develop serviced garden plots offered on a 
long-term (e.g., 40-year) lease on land elsewhere in the

[[Page 69227]]

Airport domain. Acquisition of other land for infrastructure and rights 
of way located outside the Airport domain will also require 
compensation, the nature of which will be determined during the 
development of the RAP, which will cover the resettlement and 
compensation issues related to both the Industrial Park Project and the 
Airport Improvement Project.
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    \1\ This infrastructure includes wastewater treatment, power 
generation, water supply, conveyance and storage, and solid and 
hazardous waste disposal to serve both the Industrial Park and the 
Airport.
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     Institutional Strengthening: Infrastructure improvements 
will be accompanied by the establishment of appropriate mechanisms that 
will ensure effective management, operation and maintenance of the 
facilities over the long term. These mechanisms will involve the 
management of the Industrial Park itself, as well as administrative and 
regulatory reforms to alleviate current constraints to business 
development in Mali. To encourage the development of small- and medium-
sized enterprises (``SMEs''), the Industrial Park Project will provide 
business services such as access to financial and market information 
and export facilitation services. The Industrial Park Project will also 
focus on how to ensure coordination in operations and maintenance of 
shared utilities between the Airport and Industrial Park operators.
Alatona Irrigation Project
    The Alatona Irrigation Project is focused on increasing production 
and productivity, increasing farmer incomes, improving land tenure 
security, modernizing irrigated production systems and mitigating the 
uncertainty from subsistence rain-fed agriculture. This project seeks 
to develop 16,000 ha of newly irrigated lands in the Alatona production 
zone of the Office du Niger (the ``ON''), representing an almost 20 
percent increase of ``drought-proof'' cropland. The Alatona Irrigation 
Project will introduce innovative agricultural, land tenure, and water 
management practices, as well as policy and organizational reforms 
aimed at realizing the ON's potential to serve as an engine of rural 
growth for Mali.
    The Alatona Irrigation Project includes the following activities:
     Niono-Goma Coura Road: This activity will involve 
upgrading an 81 kilometer north-south road within the national highway 
network from its current earth/gravel condition to a paved standard. 
The investment will also include an additional access spur to the 
Alatona perimeter at the village of Dogofry.
     Irrigation Planning and Infrastructure: This activity will 
involve main conveyance system expansion, Alatona irrigation system 
development, and support to the ON agency on water management.
     Land Allocation: The Alatona Irrigation Project will 
improve rural land tenure security in Mali by allocating newly 
developed, irrigated land to family farmers, women market gardeners, 
and farming companies in private ownership. These land recipients will 
purchase the land by making annual payments over a 15-20 year period. 
This activity consists of land parcel creation, land rights education, 
registration system upgrade, land parcel allocation and titling, and 
management of land revenues.
     Resettlement, Social Infrastructure, and Social Services: 
This activity will compensate families residing in the perimeter or 
with rights to land therein, consistent with World Bank Operational 
Policy 4.12 on Involuntary Resettlement, by offering land in the 
irrigation perimeter or, if the land option is not chosen, other 
compensation alternatives. This activity will provide social 
infrastructure to serve these project affected persons as well as 
incoming settlers and other migrant families and will also support 
social services (primarily education and health staff) during the last 
three years of the Compact.
     Agricultural Services: This activity will support a range 
of agricultural, institutional and related services to strengthen 
capacity and improve agricultural practice through applied agricultural 
research, extension and farmer training, support to farmer 
organizations, and support to water users associations.
     Financial Services: This activity will encourage 
agricultural lending by reducing the risks of extending credit in this 
newly developed zone, improving transparency within the existing 
financial system, and strengthening the capabilities of local financial 
institutions through a credit risk sharing program, microfinance credit 
bureau strengthening, financial institution capacity building, and 
direct support to farmers.
    The table below outlines the estimated MCC contribution to the 
program by year and category over the term of the Compact.
[GRAPHIC] [TIFF OMITTED] TN30NO06.000

III. Impacts

    The Airport Improvement Project will expand Mali's access to 
markets and trade through improvements in the transportation 
infrastructure at the Airport, as well as better management of the 
national air transport system. Evidence suggests that economic growth 
and poverty reduction depend on enhanced access to markets and trade. 
However, Mali's access is severely constrained. Mali is landlocked and 
heavily dependent on inadequate rail and road networks. Mali depends on 
freight transport through ports in unstable countries, such as Conakry, 
Guinea (Bamako's closest port, which is 1000 km away) and Abidjan, Cote 
d'Ivoire. In the last few years, the instability in Cote d'Ivoire has 
dramatically limited Mali's market access. Before the outbreak of the 
Ivorian crisis, 70 percent of Malian exports were leaving via the port 
of Abidjan. In 2003, this amount dwindled to less than 18 percent. Mali 
cannot control overland routes to international and regional markets. 
Therefore, air traffic has become Mali's lifeline for transportation of 
both passengers and export products.
    Malian exports are predominantly agriculture based and depend on 
rural

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small-scale producers, who would benefit from increased exports in 
high-value products such as mangoes, green beans, and gum arabic. 
Additionally, international tourists arriving at the Airport spend the 
majority of their time in rural areas, benefiting businesses in far-
away places such as Timbuktu, Mopti, and Djenne. Finally, the improved 
management of the national airport system will facilitate links to 
primary destinations through regional air travel.
    The Industrial Park Project will leverage national reforms in the 
business sector, reducing the cost and time to register a business, and 
enhance management and planning of the industrial sector. The existing, 
heavily congested, poorly managed, and degraded ``industrial zone'' is 
inappropriately located, lacks basic utilities and services, and has no 
room for expansion. The proposed Industrial Park would become the 
anchor for a growing industrial sector in Mali and alleviate a key 
constraint to value-added production and economic growth. Businesses in 
the agro-processing sector, where Mali has a comparative advantage, are 
likely to install in the Industrial Park. Growth generated by the 
Industrial Park will generally be poverty reducing due to the link to 
small-scale agricultural production.
    The Alatona Irrigation Project focuses on a high-potential 
geographical zone in one of the poorest areas of central Mali. The 
Alatona Irrigation Project will develop 16,000 ha of irrigable 
agricultural land in the Alatona zone of the ON resulting in increased 
productivity and production, as well as diversification of high-value 
crops. MCC's investments will include construction of a road, 
irrigation infrastructure, and social infrastructure, such as schools, 
clinics, and water and sanitation facilities. This project will provide 
social services, access to credit, and agricultural extension and will 
help establish and empower rural producer organizations by giving them 
access to information and productive assets. The Alatona Irrigation 
Project will leverage policy reforms expected to have a broad impact on 
the agricultural landscape throughout Mali.
    Together, the three projects will result in increased industrial 
growth in the urban area, increased agricultural production and 
productivity in the ON and improved access to national, regional, and 
international markets.

IV. Program Management

    The accountable entity (the ``MCA-Mali'') will be organized under 
the laws of Mali as a service rattach[eacute] attached to the Prime 
Minister's office. MCA-Mali will have a mixed public-private board of 
directors responsible for program oversight. The board will consist of 
eleven voting members and two non-voting members. A management team 
will have overall management responsibility for the day-to-day 
implementation of the program. MCA-Mali will remain accountable for the 
successful execution of the program while working through implementing 
entities, contractors and consultants, whose interaction will be 
facilitated by a fiscal agent and a procurement agent. The Government 
of Mali (``GOM'') will also create two advisory councils to represent 
beneficiaries for each of the project sites--the Airport domain and the 
Alatona zone. In addition to the fiscal agent and the procurement 
agent, financial auditors and possibly a data quality agent will 
provide external controls.

V. Other Highlights

A. Consultative Process
    The program strongly supports the third pillar of Mali's 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 PRSP identifies the following as top constraints to economic growth 
in its consultative process:
     Climatic risks affecting the rural sector with 
consequences on the national economy.
     High cost of factors of production.
     Fluctuations in prices of principal import and export 
products.
     Isolation/landlocked nature of the country.
    The Compact 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 GOM 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 GOM, private sector, and civil society (Malian and 
U.S. non-governmental organizations (``NGOs'')) played an active role 
in developing the Compact proposal. Local NGOs, including village-level 
women's associations, were directly involved in the process through 
numerous on-site 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. In addition, the consultative process 
involved participation of the U.S. NGO community, which has a strong 
presence in Mali, working on health, education, agriculture, 
governance, and economic development programs throughout the country.
B. GOM Commitment and Effectiveness
    MCC and GOM have been in discussions over the following policy and 
institutional reforms that will reinforce the implementation and 
sustainability of the program. Relevant reforms will serve as 
conditions precedent in the disbursement agreement. Below is a list of 
policy and institutional reforms that have been adopted or are pending:
Airport Improvement Project
     GOM is in the process of restructuring several aspects of 
the civil aviation sector to reflect the recommendations of 
international organizations such as the International Civil Aviation 
Organization (``ICAO'') and the U.S. Federal Aviation Administration 
(``FAA''). Among these reforms:
    [cir] GOM recently (December 2005) created an independent and 
financially autonomous civil aviation agency, the Agence Nationale de 
l'A[eacute]ronautique Civile (ANAC). Implementation of the new agency 
is considered by GOM to be a high priority and a proposal has been made 
to include approximately $5 million in the national budget of Mali over 
the next three years for this purpose.
    [cir] A new law is expected to be approved before the end of 2006 
that will modernize the operations and management of Aeroports du Mali 
(``AdM''), the operator of the landside facilities. The text of the new 
law will grant AdM more flexibility, better define its mandate, and lay 
the groundwork for the eventual possibility of opening its capital to 
participation by third parties and creation of a soci[eacute]t[eacute] 
d'[eacute]conomie mixte.
Industrial Park Project
     Law 05-019 was ratified by Parliament in September 2005 
establishing API-Mali, a new investment promotion agency. This agency 
will encourage and sustain foreign direct and national investment, 
improve the business climate, and

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develop and regulate industrial zones and other economic activities. 
Implementation of this law will determine the agency's exact role vis-
[agrave]-vis the Industrial Park Project.
     In response to the Doing Business Indicators and the 
Multilateral Investment Guarantee Agency benchmarking study, GOM has 
developed a short-term action plan to improve Mali's performance. 
Recently, the Ministry of Investment Promotion has engaged the 
International Finance Corporation to develop a legal regulatory 
framework, in addition to frameworks relating to land allocation and 
taxation for industrial zone activities in the country.
     Among the various efforts that GOM is undertaking to 
address weaknesses in the Malian business climate, an important and 
innovative measure includes the establishment of the Presidential 
Investors' Council (``PIC'') in September 2004. The purpose of the PIC 
is to introduce a global business perspective into policy formulation 
and implementation. In response to one of its recommendations, GOM is 
targeting early 2007 to put in place a one-stop shop for business 
registration housed in the newly established API-Mali.
Alatona Irrigation Project
     GOM has expressed its high-level commitment to increase 
land-tenure security, to secure property rights and to increase 
issuance of land titles in the Alatona zone. This represents a major 
policy departure for GOM. Although Alatona will not be the first 
experiment with land titles in the rural area, the Alatona Irrigation 
Project is on an unprecedented scale.
     GOM reforms have included (a) the restructuring of the 
National Directorate of Public Works to create the National Directorate 
of Roads, including the establishment of a unit for emergency road 
works and (b) the establishment of a Road Authority (as a successor to 
the old Road Fund) with sole responsibility for managing the financing 
of road maintenance activities. The initial steps to create a 
specialized autonomous contracting agency for road maintenance, the 
AGEROUTE, have also been made. These steps provide assurance to MCC of 
GOM's commitment to a sustainable road maintenance program.
C. Sustainability
    The Mali program is embedded in the institutional framework of Mali 
with the limited creation of parallel structures. It reinforces GOM's 
approach and commitment to democracy, decentralization, and empowerment 
of local communities. MCC-supported interventions will complement and 
reinforce national strategies for poverty reduction and economic 
growth. The program objectives draw from the following national 
development strategies: PRSP, National Food Security Strategy, ON 
Master Plan, and Agriculture Orientation Law.
    Airport Improvement Project. Under the present division of 
jurisdictions, a number of entities have responsibility for the civil 
aviation sector in Mali in general and the regulation, oversight, 
management, operation, and development of the Airport in particular. In 
response to ICAO safety and security audits and FAA assessments, GOM is 
in the process of restructuring and consolidating this institutional 
framework. One major result has been the establishment of ANAC in 
December 2005, which now has financial and administrative independence.
    The Airport Improvement Project will reinforce the new civil 
aviation regulatory and oversight agency (ANAC) by providing technical 
assistance to establish a new organizational structure, administrative 
and financial procedures, staffing and training, and provision of 
equipment and facilities. Additionally, the project will rationalize 
and reinforce the Airport's management and operations agency (AdM) by 
providing technical assistance to establish a model for the management 
of the Airport and the long-term future status and organizational 
structure of AdM.
    Industrial Park Project. In 1999, GOM passed Decree 99-252 
declaring the 7,194 ha of land encompassing the Airport and the 
proposed Industrial Park as public domain land. Based on this decree, 
the Ministry of Public Works and Transportation and Ministry of 
Territorial Administration were named the responsible parties for the 
management of the Airport domain. Although AdM is viewed as the asset 
holding agency, GOM intends to enter into a management contract with a 
private operator for the Industrial Park. Under the World Bank Mali 
Growth Support Project, API-Mali will serve as the public-sector 
regulator for the Industrial Park, while day-to-day management will be 
assigned to a private entity (the ``Operator'') through an 
international, competitive procurement process. MCC will support the 
recruitment and start-up of the Operator, and will finance limited 
business support services to tenants.
    To ensure the creation of new SMEs, the Industrial Park Project 
will help these SMEs access financial and market information, as well 
as export facilitation services. In addition, the project will focus on 
how to ensure coordination in operations and maintenance of shared 
utilities between the Airport and Industrial Park operators.
    Alatona Irrigation Project. The Alatona perimeter is located at the 
``tail end'' of the ON gravity-fed irrigation system. Long term success 
hinges on effective and efficient management of the entire system. The 
project addresses this issue by financing additional capacity on the 
main conveyance structures, as well as supporting the ON to achieve 
sustainable management of its entire stock of assets. In addition, the 
Alatona Irrigation Project will address the need to update the existing 
ON Master Plan, which is based on scenarios and assumptions developed 
in 2001, and upon which current expansion plans are based. Maintenance 
of the main system and structures is the financial responsibility of 
GOM, which delegates this to the ON. Through a two-tiered system of 
joint ON-farmer committees, the ON also maintains the distributors and 
secondary canals within the five regional zones, while farmer 
organizations manage the tertiary canals. The water fees collected 
would seem adequate to cover the operations and maintenance cost of the 
major distribution systems within the zones.
    The Niono-Goma Coura road is part of GOM's annual routine 
maintenance program. Current allocations should ensure routine 
maintenance on this road. Periodic maintenance funding (about every 10 
years) is considered a major challenge, although it is anticipated that 
EU and World Bank efforts to increase user fees will over time ensure 
such funding.
    The financial services activity will provide microfinance 
institutions and banks with training in agricultural credit and other 
aspects of managing the delivery of financial services to the 
inhabitants of Alatona. The project will create a new legal entity--the 
Revenue Authority--to collect and manage the revenues generated through 
land payments. MCC funding will support the costs of structuring this 
entity and facilitate some initial capacity building. Following this, 
the Revenue Authority will support itself through the land revenues 
collected. This structure has the potential to encourage local 
institutions to organize themselves around project design and 
implementation, thereby building local capacity for community planning 
and service delivery and helping to strengthen nascent decentralized 
government.

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    Research and extension are considered public goods and are funded 
by GOM. Over the life of the Compact, demand-driven and fee-based 
research and extension techniques will be tested. It is expected that 
the financially self-sufficient Alatona producers' organization as well 
as farmers' groups and village associations will play a key role in 
demanding and paying for these services.
D. Environment and Social Assessment
    Airport Improvement Project. A Category A environmental impact 
assessment (``EIA''), following MCC Environmental Guidelines and Malian 
law, will be required. The recommended wastewater treatment, expanded 
water supply and distribution, solid and hazardous waste disposal, 
power supplies, drainage and other infrastructure are currently 
conceived and sized to serve both the Airport and the Industrial Park. 
Therefore, the Airport and the Industrial Park will be treated together 
for purposes of the EIA and the resettlement action plan (``RAP''), 
because of their common infrastructure, joint road access, shared space 
within the Airport domain and the cumulative effects of both projects. 
The joint RAP (covering physical and economic displacement, both 
temporary and permanent in areas inside and outside the Airport domain) 
will be prepared based on the World Bank's Operational Policy 4.12 on 
Involuntary Resettlement. Some of the infrastructure poses 
implementation risks, because they are municipal facilities not yet 
funded or built and located outside the Airport domain.
    Industrial Park Project. The Industrial Park will be assessed in 
the joint Airport/Industrial Park EIA. In this context, the RAP will 
address compensation for those cultivating and using land in the 
Industrial Park and in other locations, both on and off the Airport 
domain. The approach and issues discussed above for the Airport 
Improvement Project with respect to common infrastructure construction 
impacts, the EIA, and the RAP remain the same.
    Alatona Irrigation Project. Irrigation-related activities of the 
Alatona Irrigation Project, including activities external to the 
Alatona zone (such as presettlement activities and expansion and 
enhancement of the overall conveyance capacity of the ON's main canal 
system) will require a full Category A EIA, under MCC Environmental 
Guidelines and Malian law. The Niono-Goma Coura road's Category B 
environmental and social assessment will be prepared in advance of the 
irrigation EIA to expedite implementation of road improvements. The 
Environmental Assessment (2003) and updated Environmental Management 
Plan (2005), which already exist for road rehabilitation of a much 
longer stretch of the national route, will be supplemented and updated 
for the 80-kilometer section to be funded under the Compact. Cumulative 
impacts of the road as well as the irrigation activities will be 
addressed in the Alatona EIA. Both documents will include HIV/AIDS 
mitigation plans. Two RAPs consistent with World Bank Operational 
Policy 4.12 on Involuntary Resettlement will also be needed, one for 
the road activity and another for the irrigation activities. A 
prerequisite to preparing the Alatona EIA is preparation of an overall 
land use and natural resources management plan to address the 
sustainability of the Alatona large-scale land development and 
population increase of about 60,000.
E. Donor Coordination
    All three projects complement and leverage other donors' efforts in 
Mali. The World Bank is also investing in activities to improve the 
Airport, Industrial Park, and business climate. Due to the World Bank's 
funding gap, GOM requested additional funds from the MCC to support the 
larger and more costly infrastructure improvements. For the Alatona 
Irrigation Project, the Dutch Development Agency, French Development 
Agency (``AFD''), the World Bank, and the U.S. Agency for International 
Development (``USAID''), in particular, have been working in the ON 
over the past several decades, resulting in a more efficient, 
decentralized management structure, while increasing production and 
productivity of the zone. Relevant donor activities are described in 
more detail below.
    USAID: The Mali program builds on USAID's Accelerated Economic 
Growth and Trade Development Project (2003-2012), which includes the 
Program in Development of Agricultural Production, Mali Finance, and 
Trade Mali.
    World Bank: The Mali program complements and reinforces several 
ongoing or recently launched World Bank programs such as the Mali 
Growth Support Project, the National Project for Rural Infrastructure, 
the Agricultural Competitiveness and Diversification Project, and the 
Rural Community Development Project. The World Bank is also assisting 
in the funding of a regional program in West and Central Africa aimed 
at improving civil aviation safety and security as a key element of 
improving the performance and affordability of air transportation and 
optimizing its role as an engine of economic and social development.
    Regional Civil Aviation Cooperation: ANAC has recently received a 
draft Common Civil Aviation Code and Regulatory Texts from the West 
African Economic and Monetary Union. These documents were prepared as a 
model to be used by states belonging to regional groupings, as part of 
an effort sponsored by ICAO to reduce the financial burden for 
inspections on the part of countries with small aviation markets, by 
establishing common civil aviation regulations and the creation of 
regional entities to assist countries.
    U.S. Department of Transportation (USDOT) Safe Skies for Africa 
(SSFA): The SSFA program is intended to promote sustainable 
improvements in aviation safety and security, air navigation, and to 
support Africa's integration into the global economy. The SSFA program 
coordinates activities of other agencies, such as the FAA, the 
Transportation Security Administration and the National Transportation 
Safety Board, to improve the capacities of African aviation 
organizations. MCC has signed a Memorandum of Understanding with USDOT 
to collaborate on projects such as the present effort in Mali and 
discussions regarding the coordination of our respective projects have 
already taken place.
    AFD: The AFD has supported various initiatives in the ON for many 
years and is a lead donor in the donors group for the ON. The proposed 
expansion of the main canal system will complement a planned AFD 
project to strengthen certain sections of a primary canal.
    Other Donors: The Mali program complements other donors' programs, 
such as the Dutch Development Agency's activities in agricultural 
diversification and marketing, agricultural processing, improved water 
management, and institutional strengthening in the ON. The Dutch have 
recently approved financing for a cold-storage facility in Bamako that 
will be located in the Airport domain. This facility will be used for 
mangoes and other high value horticulture products, such as green 
beans.

Millennium Challenge Compact Between the United States of America 
Acting Through the Millennium Challenge Corporation and the Government 
of the Republic of Mali

Table of Contents

Article I. Purpose and Term

[[Page 69231]]

    Section 1.1 Compact Goal; Objectives
    Section 1.2 Projects
    Section 1.3 Entry into Force; Compact Term
Article II. Funding and Resources
    Section 2.1 MCC Funding
    Section 2.2 Government Resources
    Section 2.3 Limitations on the Use or Treatment of MCC Funding
    Section 2.4 Incorporation; Notice; Clarification
    Section 2.5 Refunds; Violation
    Section 2.6 Bilateral Agreement
Article III. Implementation
    Section 3.1 Implementation Framework
    Section 3.2 Government Responsiblities
    Section 3.3 Government Deliveries
    Section 3.4 Government Assurances
    Section 3.5 Implementation Letters; Supplemental Agreements
    Section 3.6 Procurement; Awards of Assistance
    Section 3.7 Policy Performance; Policy Reforms
    Section 3.8 Records and Information; Access; Audits; Review
    Section 3.9 Insurance; Performance Guarantees
    Section 3.10 Domestic Requirements
    Section 3.11 No Conflict
    Section 3.12 Reports
Article IV. Conditions Precedent; Deliveries
    Section 4.1 Conditions Prior to the Entry into Force and 
Deliveries
    Section 4.2 Conditions Precedent to MCC Disbursements or Re-
Disbursements
Article V. Final Clauses
    Section 5.1 Communications
    Section 5.2 Representatives
    Section 5.3 Amendments
    Section 5.4 Termination; Suspension
    Section 5.5 Privileges and Immunities
    Section 5.6 Attachments
    Section 5.7 Inconsistencies
    Section 5.8 Indemnification
    Section 5.9 Headings
    Section 5.10 Interpretation
    Section 5.11 Signatures
    Section 5.12 Designation
    Section 5.13 Survival
    Section 5.14 Consultation
    Section 5.15 MCC Status
    Section 5.16 Language
    Section 5.17 Publicity; Information and Marking
Exhibit A: Definitions
Exhibit B: List of Certain Supplemental Agreements
Schedule 2.1(a)(iii): Compact Implementation Funding
Annex I: Program Description
    Schedule 1: Airport Improvement Project
    Schedule 2: Industrial Park Project
    Schedule 3: Alatona Irrigation Project
Annex II: Summary of Multi-Year Financial Plan
Exhibit A: Multi-Year Financial Plan Summary
Annex III: Description of the M&E Plan

Millennium Challenge Compact

    This Millennium Challenge Compact (the ``Compact'') is made 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'') (referred to 
herein individually as a ``Party'' and collectively, the ``Parties''). 
A compendium of capitalized terms defined herein is included in Exhibit 
A attached hereto.

Recitals

    Whereas, MCC, acting through its Board of Directors, has selected 
the Republic of Mali (``Mali'') as eligible to present to MCC a 
proposal for the use of Millennium Challenge Account (``MCA'') 
assistance to help facilitate poverty reduction through economic growth 
in Mali;
    Whereas, the Government has carried out a consultative process with 
the country's private sector and civil society to outline the country's 
priorities for the use of MCA assistance and developed a proposal, 
which final proposal was submitted to MCC on October 28, 2005 (the 
``Proposal'');
    Whereas, the Proposal focused on, among others, increasing farmer 
incomes through modernizing Mali's agricultural sector, together with 
investments in developing transportation infrastructure and rural 
institutions, all designed to dismantle obstacles to realizing Mali's 
agricultural potential as an engine of economic growth;
    Whereas, MCC has evaluated the Proposal and related documents to 
determine whether the Proposal is consistent with core MCA principles 
and includes projects and related activities that will advance the 
progress of Mali towards achieving poverty reduction through economic 
growth; and
    Whereas, based on MCC's evaluation of the Proposal and related 
documents and subsequent discussions and negotiations between the 
Parties, the Government and MCC determined to enter into this Compact 
to implement a program using MCC Funding to advance Mali's progress 
towards poverty reduction through economic growth (the ``Program'');
    Now, Therefore, in consideration of the foregoing and the mutual 
covenants and agreements set forth herein, the Parties hereby agree as 
follows:

Article I. Purpose and Term

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 
and small and medium-sized enterprises, 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 Bamako-S[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 project-level 
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'');
    (b) Develop a platform for industrial activity to be located within 
the Airport domain in response to the growing demand for well managed 
and serviced industrial land (the ``Industrial Park Project 
Objective''); and
    (c) 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.''

Section 1.2 Projects

    The Annexes attached hereto describe the specific projects, the 
policy reforms and other activities related thereto (each, a 
``Project'') that the Government will carry out, or cause to be carried 
out, in furtherance of this Compact to achieve the Objectives and the 
Compact Goal.

Section 1.3 Entry into Force; Compact Term

    This Compact 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

[[Page 69232]]

completed its domestic requirements for entry into force of this 
Compact (including as set forth in Section 3.10) and that all 
conditions set forth in Section 4.1 have been satisfied by the 
Government and MCC (the ``Entry into Force''). This Compact shall 
remain in force for five (5) years from the Entry into Force, unless 
earlier terminated in accordance with Section 5.4 (the ``Compact 
Term'').

Article II. Funding and Resources

Section 2.1 MCC Funding

    (a) MCC's Contribution. MCC hereby grants to the Government, 
subject to the terms and conditions of this Compact, an amount not to 
exceed Four Hundred Sixty Million and Eight Hundred Eleven Thousand One 
Hundred Sixty Four United States Dollars (US$ 460,811,164) (``MCC 
Funding'') during the Compact Term to enable the Government to 
implement the Program and achieve the Objectives.
    (i) Subject to Sections 2.1(a)(ii), 2.2(b) and 5.4(b), the 
allocation of MCC Funding within the Program and among and within the 
Projects shall be as generally described in Annex II or as otherwise 
agreed upon by the Parties from time to time.
    (ii) If at any time MCC determines that a condition precedent to an 
MCC Disbursement has not been satisfied, MCC may, upon written notice 
to the Government, reduce the total amount of MCC Funding by an amount 
equal to the amount estimated in the applicable Detailed Budget for the 
Program, Project, Project Activity or sub-activity for which such 
condition precedent has not been met. Upon the expiration or 
termination of this Compact, (A) any amounts of MCC Funding not 
disbursed by MCC to the Government shall be automatically released from 
any obligation in connection with this Compact and (B) any amounts of 
MCC Funding disbursed by MCC to the Government as provided in Section 
2.1(b)(i), but not re-disbursed as provided in Section 2.1(b)(ii) or 
otherwise incurred as permitted pursuant to Section 5.4(e) prior to the 
expiration or termination of this Compact, shall be returned to MCC in 
accordance with Section 2.5(a)(ii).
    (iii) Notwithstanding any other provision of this Compact and 
pursuant to the authority of Section 609(g) of the Millennium Challenge 
Act of 2003, as amended (the ``Act''), upon the conclusion of this 
Compact (and without regard to the satisfaction of all of the 
conditions for Entry into Force required under Section 1.3), MCC shall 
make available up to Nine Million Two Hundred Thousand United States 
Dollars (US$ 9,200,000) (``Compact Implementation Funding'') to 
facilitate certain aspects of Compact implementation as described in 
Schedule 2.1(a)(iii) attached hereto; provided, such Compact 
Implementation Funding shall be subject to (A) the limitations on the 
use or treatment of MCC Funding set forth in Section 2.3, as if such 
provision were in full force and effect, and (B) any other requirements 
for, and limitations on the use of, such Compact Implementation Funding 
as may be required by MCC in writing; provided further, that any 
Compact Implementation Funding granted in accordance with this Section 
2.1(a)(iii) shall be included in, and not additional to, the total 
amount of MCC Funding; and provided further, any obligation to provide 
such Compact Implementation Funding shall expire upon the expiration or 
termination of this Compact or five (5) years from the conclusion of 
this Compact, whichever occurs sooner, and in accordance with Section 
5.4(e). Notwithstanding anything to the contrary in this Compact, this 
Section 2.1(a)(iii) shall provisionally apply, prior to Entry into 
Force, upon execution of this Compact by the Parties.
    (b) Disbursements.
    (i) Disbursements of MCC Funding. MCC shall from time to time make 
disbursements of MCC Funding (each such disbursement, an ``MCC 
Disbursement'') to a Permitted Account or through such other mechanism 
agreed by the Parties under and in accordance with the procedures and 
requirements set forth in Annex I, the Disbursement Agreement or as 
otherwise provided in any other Supplemental Agreement.
    (ii) Re-Disbursements of MCC Funding. The release of MCC Funding 
from a Permitted Account (each such release, a ``Re-Disbursement'') 
shall be made in accordance with the procedures and requirements set 
forth in Annex I, the Disbursement Agreement or as otherwise provided 
in any other Supplemental Agreement.
    (c) Interest. Unless the Parties agree otherwise in writing, any 
interest or other earnings on MCC Funding that accrue (collectively, 
``Accrued Interest'') shall be held in a Permitted Account and accrue 
in accordance with the requirements for the accrual and treatment of 
Accrued Interest as specified in Annex I or any Supplemental Agreement. 
On a quarterly basis and upon the termination or expiration of this 
Compact, the Government shall return, or ensure the return of, all 
Accrued Interest to any United States Government account designated by 
MCC.
    (d) Currency; Conversion. The Government shall ensure that all MCC 
Funding that is held in any Permitted Account shall be denominated in 
the currency of the United States of America (``United States 
Dollars,'' ``US$'' or ``$'') prior to Re-Disbursement. To the extent 
that any amount of MCC Funding held in United States Dollars must be 
converted into the currency of Mali for any purpose, including for any 
Re-Disbursement or any transfer of MCC Funding into a Local Account, 
the Government shall ensure that such amount is converted consistent 
with the requirements of the Bank Agreement or any other Supplemental 
Agreement between the Parties.
    (e) Guidance. From time to time, MCC may provide guidance to the 
Government through Implementation Letters on the frequency, form and 
content of requests for MCC Disbursements and Re-Disbursements or any 
other matter relating to MCC Funding. The Government shall apply such 
guidance in implementing this Compact.

Section 2.2 Government Resources

    (a) The Government shall provide or cause to be provided such 
Government funds and other resources, and shall take or cause to be 
taken such actions, including obtaining all necessary approvals and 
consents, as are specified in this Compact or in any Supplemental 
Agreement to which the Government is a party or as are otherwise 
necessary and appropriate effectively to carry out the Government 
Responsibilities or other responsibilities or obligations of the 
Government under or in furtherance of this Compact during the Compact 
Term and through the completion of any post-Compact Term activities, 
audits or other responsibilities.
    (b) If at any time during the Compact Term, the Government 
materially reallocates or reduces the allocation in its national budget 
or any other governmental authority of Mali at a departmental, 
municipal, regional or other jurisdictional level materially 
reallocates or reduces the allocation in its respective budget of the 
normal and expected resources that the Government or such other 
governmental authority, as applicable, would have otherwise received or 
budgeted, from external or domestic sources, for the activities 
contemplated herein, the Government shall notify MCC in writing within 
fifteen (15) days of such reallocation or reduction, such notification 
to contain information regarding the amount of the

[[Page 69233]]

reallocation or reduction, the affected activities, and an explanation 
for the reallocation or reduction. In the event that MCC independently 
determines, upon review of the executed national annual budget that 
such a material reallocation or reduction of resources has occurred, 
MCC shall notify the Government and, following such notification, the 
Government shall provide a written explanation for such reallocation or 
reduction and MCC may (i) reduce, in its sole discretion, the total 
amount of MCC Funding or any MCC Disbursement by an amount equal to the 
amount estimated in the applicable Detailed Budget for the activity for 
which funds were reduced or reallocated or (ii) otherwise suspend or 
terminate MCC Funding in accordance with Section 5.4(b).
    (c) The Government shall use its best efforts to ensure that all 
MCC Funding is fully reflected and accounted for in the annual budget 
of Mali on a multi-year basis.

Section 2.3 Limitations on the Use or Treatment of MCC Funding

    (a) Abortions and Involuntary Sterilizations. The Government shall 
ensure that MCC Funding shall not be used to undertake, fund or 
otherwise support any activity that is subject to prohibitions on use 
of funds contained in (i) paragraphs (1) through (3) of section 104(f) 
of the Foreign Assistance Act of 1961 (22 U.S.C. 2151b(f)(1)-(3)), a 
United States statute, which prohibitions shall apply to the same 
extent and in the same manner as such prohibitions apply to funds made 
available to carry out Part I of such Act; or (ii) any provision of law 
comparable to the eleventh and fourteenth provisos under the heading 
``Child Survival and Health Programs Fund'' of division E of Public Law 
108-7 (117 Stat. 162), a United States statute.
    (b) United States Job Loss or Displacement of Production. The 
Government shall ensure that MCC Funding shall not be used to 
undertake, fund or otherwise support any activity that is likely to 
cause a substantial loss of United States jobs or a substantial 
displacement of United States production, including:
    (i) Providing financial incentives to relocate a substantial number 
of United States jobs or cause a substantial displacement of production 
outside the United States;
    (ii) Supporting investment promotion missions or other travel to 
the United States with the intention of inducing United States firms to 
relocate a substantial number of United States jobs or a substantial 
amount of production outside the United States;
    (iii) Conducting feasibility studies, research services, studies, 
travel to or from the United States, or providing insurance or 
technical and management assistance, with the intention of inducing 
United States firms to relocate a substantial number of United States 
jobs or cause a substantial displacement of production outside the 
United States;
    (iv) Advertising in the United States to encourage United States 
firms to relocate a substantial number of United States jobs or cause a 
substantial displacement of production outside the United States;
    (v) Training workers for firms that intend to relocate a 
substantial number of United States jobs or cause a substantial 
displacement of production outside the United States;
    (vi) Supporting a United States office of an organization that 
offers incentives for United States firms to relocate a substantial 
number of United States jobs or cause a substantial displacement of 
production outside the United States; or
    (vii) Providing general budget support for an organization that 
engages in any activity prohibited above.
    (c) Military Assistance and Training. The Government shall ensure 
that MCC Funding shall not be used to undertake, fund or otherwise 
support the purchase or use of goods or services for military purposes, 
including military training, or to provide any assistance to the 
military, police, militia, national guard or other quasi-military 
organization or unit.
    (d) Prohibition of Assistance Relating to Environmental, Health or 
Safety Hazards. The Government shall ensure that MCC Funding shall not 
be used to undertake, fund or otherwise support any activity that is 
likely to cause a significant environmental, health, or safety hazard. 
Unless MCC and the Government agree otherwise in writing, the 
Government shall ensure that activities undertaken, funded or otherwise 
supported in whole or in part (directly or indirectly) by MCC Funding 
comply with environmental guidelines delivered by MCC to the Government 
or posted by MCC on its Web site or otherwise publicly made available, 
as such guidelines may be amended from time to time (the 
``Environmental Guidelines''), including any definition of ``likely to 
cause a significant environmental, health, or safety hazard'' as may be 
set forth in such Environmental Guidelines.
    (e) Taxation.
    (i) Taxes. The Government shall ensure that the Program, MCC 
Funding and Accrued Interest, and any other Program Asset, shall be 
free from any taxes imposed under the laws currently or hereafter in 
effect in Mali during the Compact Term. This exemption shall apply to 
any use of MCC Funding and Accrued Interest, and any other Program 
Asset, including any Exempt Uses, and to any work performed under or 
activities undertaken in furtherance of this Compact by any person or 
entity (including contractors and grantees) funded by MCC Funding, and 
shall apply to all taxes, tariffs, duties, and other levies (each a 
``Tax'' and collectively, ``Taxes''), including:
    (1) To the extent attributable to MCC Funding, income taxes and 
other taxes on profit or businesses imposed on organizations or 
entities, other than nationals of Mali, receiving MCC Funding, 
including taxes on the acquisition, ownership, rental, disposition or 
other use of real or personal property, taxes on investment or deposit 
requirements and currency controls in Mali, or any other tax, duty, 
charge or fee of whatever nature, except fees for specific services 
rendered; for purposes of this Section 2.3(e), the term ``national'' 
refers to organizations established under the laws currently or 
hereafter in effect in Mali, other than MCA-Mali or any other entity 
established solely for purposes of managing or overseeing the 
implementation of the Program or any wholly-owned subsidiaries, 
divisions, or Affiliates of entities not registered or established 
under the laws currently or hereafter in effect in Mali;
    (2) Customs duties, tariffs, import and export taxes, or other 
levies on the importation, use and re-exportation of goods, services, 
or the personal belongings and effects, including personally-owned 
automobiles, for Program use or the personal use of individuals who are 
neither citizens nor permanent residents of Mali and who are present in 
Mali for purposes of carrying out the Program or their family members, 
including all charges based on the value of such imported goods;
    (3) Taxes on the income or personal property of all individuals who 
are neither citizens nor permanent residents of Mali, including income 
and social security taxes of all types and all taxes on the personal 
property owned by such individuals, to the extent such income or 
property are attributable to MCC Funding; and
    (4) Taxes or duties levied on the last transaction for the purchase 
of goods or services funded by MCC Funding, including sales taxes, 
tourism taxes, value-added taxes or other similar charges. For purposes 
of this Section 2.3(e)(i)(4), the term ``last transaction'' refers to 
the last transaction by which

[[Page 69234]]

the goods or services were purchased for use in the activities funded 
by MCC Funding.
    (ii) This Section 2.3(e) shall apply, but is not limited, to (A) 
any transaction, service, activity, contract, grant or other 
implementing agreement funded in whole or in part by MCC Funding; (B) 
any supplies, equipment, materials, property or other goods (referred 
to herein collectively as ``goods'') or funds introduced into, acquired 
in, used or disposed of in, or imported into or exported from, Mali by 
MCC, or by any person or entity (including contractors and grantees) as 
part of, or in conjunction with, MCC Funding or the Program; (C) any 
contractor, grantee, or other organization carrying out activities 
funded in whole or in part by MCC Funding; and (D) any employee of such 
organizations (the uses set forth in clauses (A) through (D) are 
collectively referred to herein as ``Exempt Uses'').
    (iii) If a Tax has been levied and paid contrary to the 
requirements of this Section 2.3(e), whether inadvertently, due to the 
impracticality of implementation of this provision with respect to 
certain types or amounts of taxes, or otherwise, the Government shall 
refund promptly to an account designated by MCC the amount of such Tax 
in the currency of Mali, within thirty (30) days (or such other period 
as may be agreed in writing by the Parties) after the Government is 
notified in writing of such levy and tax payment, in accordance with 
procedures agreed by the Parties, whether by MCC or otherwise; 
provided, however, the Government shall apply national funds to satisfy 
its obligations under this paragraph and no MCC Funding, Accrued 
Interest, or any assets, goods, or property (real, tangible, or 
intangible) purchased or financed in whole or in part (directly or 
indirectly) by MCC Funding (collectively, the ``Program Assets'') may 
be applied by the Government in satisfaction of its obligations under 
this paragraph.
    (iv) At MCC's request, the Parties shall memorialize in a mutually 
acceptable Supplemental Agreement, Implementation Letter or other 
suitable document the mechanisms for implementing this Section 2.3(e), 
including (A) a formula for determining refunds for Taxes paid, the 
amount of which is not susceptible to precise determination; (B) a 
mechanism for ensuring the tax-free importation, use, and re-
exportation of goods, services, or the personal belongings of 
individuals (including all Providers) described in Section 2.3(e)(i)(2) 
above; (C) a requirement for the provision by the Government of a tax-
exemption certificate which expressly includes, inter alia, the thirty 
(30) day refund requirement of Section 2.3(e)(iii) above; and (D) any 
other appropriate Government action to facilitate the administration of 
this Section 2.3(e).
    (f) Alteration. The Government shall ensure that no MCC Funding, 
Accrued Interest or other Program Asset shall be subject to any 
impoundment, rescission, sequestration or any provision of law now or 
hereafter in effect in Mali that would have the effect of requiring or 
allowing any impoundment, rescission or sequestration of any MCC 
Funding, Accrued Interest or other Program Asset.
    (g) Liens or Encumbrances. The Government shall ensure that no MCC 
Funding, Accrued Interest or other Program Asset shall be subject to 
any lien, attachment, enforcement of judgment, pledge, or encumbrance 
of any kind (each a ``Lien''), except with the prior approval of MCC in 
accordance with Section 3(c) of Annex I. In the event of the imposition 
of any Lien not so approved, the Government shall promptly seek the 
release of such Lien and, if required by final non-appealable order, 
shall pay any amounts owed to obtain such release; provided, however, 
the Government shall apply national funds to satisfy its obligations 
under this Section 2.3(g) and no MCC Funding, Accrued Interest, or 
other Program Asset may be applied by the Government in satisfaction of 
its obligations under this Section 2.3(g).
    (h) Other Limitations. The Government shall ensure that the use or 
treatment of MCC Funding, Accrued Interest, and other Program Assets 
shall be subject to and in conformity with such other limitations (i) 
as required by the applicable law of the United States of America now 
or hereafter in effect during the Compact Term, (ii) as advisable under 
or required by applicable United States Government policies now or 
hereafter in effect during the Compact Term, or (iii) to which the 
Parties may otherwise agree in writing.
    (i) Utilization of Goods, Services and Works. The Government shall 
ensure that any Program Assets and any services, facilities or works 
funded in whole or in part (directly or indirectly) by MCC Funding, 
unless otherwise agreed by the Parties in writing, shall be used solely 
in furtherance of this Compact.
    (j) Notification of Applicable Laws and Policies. MCC shall notify 
the Government of any applicable United States law or policy affecting 
the use or treatment of MCC Funding, whether or not specifically 
identified in this Section 2.3, and shall provide to the Government a 
copy of the text of any such applicable law and a written explanation 
of any such applicable policy.

Section 2.4 Incorporation; Notice; Clarification

    (a) The Government shall include, or ensure the inclusion of, all 
of the requirements set forth in Section 2.3 in all Supplemental 
Agreements (except for Supplemental Agreements with Providers defined 
in Section 2.4(b)(ii) below) to which MCC is not a party.
    (b) The Government shall ensure notification of all of the 
requirements set forth in Section 2.3 to any Provider and all relevant 
officers, directors, employees, agents, representatives, Affiliates, 
contractors, sub-contractors, grantees and sub-grantees of any 
Provider. The term ``Provider'' shall mean (i) MCA-Mali, (ii) any 
Government Affiliate or Permitted Designee (other than MCA-Mali) that 
receives or utilizes any Program Asset in carrying out activities in 
furtherance of this Compact, or (iii) any third party who receives at 
least US$ 50,000 in the aggregate of MCC Funding (other than employees 
of MCA-Mali) during the Compact Term or such other amount as the 
Parties may agree in writing, whether directly from MCC, indirectly 
through Re-Disbursements, or otherwise.
    (c) In the event the Government or any Provider requires 
clarification from MCC as to whether an activity contemplated to be 
undertaken in furtherance of this Compact violates or may violate any 
provision of Section 2.3, the Government shall notify MCC in writing 
and provide in such notification a detailed description of the activity 
in question. In such event, the Government shall not proceed, and shall 
use its best efforts to ensure that no relevant Provider proceeds, with 
such activity, and the Government shall ensure that no Re-Disbursements 
shall be made for such activity, until MCC advises the Government or 
such Provider in writing that the activity is permissible. MCC shall 
use good faith efforts to respond timely to such notification for 
clarification.

Section 2.5 Refunds; Violation

    (a) Notwithstanding the availability to MCC, or exercise by MCC, of 
any other remedies, including under international law, this Compact or 
any Supplemental Agreement:
    (i) If any amount of MCC Funding, Accrued Interest or any other 
Program Asset is used for any purpose prohibited under this Article II 
or otherwise in violation of any of the terms and

[[Page 69235]]

conditions of this Compact, any guidance in any Implementation Letter, 
or any Supplemental Agreement between the Parties, then MCC, upon 
written notice, may require the Government to repay promptly to MCC to 
an account designated by MCC, or to others as MCC may direct, the 
amount of such misused MCC Funding or Accrued Interest, or the cash 
equivalent of the value of any other misused Program Asset, in United 
States Dollars, plus any interest that accrued or would have accrued 
thereon, within thirty (30) days after the Government is notified, 
whether by MCC or other duly authorized representative of the United 
States Government, of such prohibited use; provided, however, the 
Government shall apply national funds to satisfy its obligations under 
this Section 2.5(a)(i) and no MCC Funding, Accrued Interest, or any 
other Program Asset may be applied by the Government in satisfaction of 
its obligations under this Section 2.5(a)(i); and
    (ii) Upon the termination or suspension of all or any portion of 
this Compact or upon the expiration of this Compact, the Government 
shall, subject to the requirements of Sections 5.4(e) and 5.4(f), 
refund, or ensure the refund of, to such account designated by MCC the 
amount of any MCC Funding, plus any Accrued Interest, promptly, but in 
no event later than thirty (30) days after the Government receives 
MCC's request for such refund; provided, that if this Compact is 
terminated or suspended in part, MCC may request a refund for only the 
amount of MCC Funding, plus any Accrued Interest, then allocated to the 
terminated or suspended portion; provided further, that any refund of 
MCC Funding or Accrued Interest shall be to such account(s) as 
designated by MCC.
    (b) Notwithstanding any other provision in this Compact or any 
other agreement to the contrary, MCC's right under this Section 2.5 for 
a refund shall continue during the Compact Term and for a period of (i) 
five (5) years thereafter or (ii) one (1) year after MCC receives 
actual knowledge of such violation, whichever is later.
    (c) If MCC determines that any activity or failure to act violates, 
or may violate, any Section in this Article II, then MCC may refuse any 
further MCC Disbursements for or conditioned upon such activity, and 
may take any action to prevent any Re-Disbursement related to such 
activity.

Section 2.6 Bilateral Agreement

    All MCC Funding shall be considered United States assistance under 
the Economic and Technical Assistance Agreement by and between the 
Government of the United States of America and the Government, dated 
January 4, 1961, as amended from time to time (the ``Bilateral 
Agreement''). If there are conflicts or inconsistencies between any 
parts of this Compact and the Bilateral Agreement, as either may be 
amended from time to time, the provisions of this Compact shall prevail 
over those of the Bilateral Agreement.

Article III. Implementation

Section 3.1 Implementation Framework

    This Compact shall be implemented by the Parties in accordance with 
this Article III and as further specified in the Annexes and in 
relevant Supplemental Agreements.

Section 3.2 Government Responsibilities

    (a) The Government shall have principal responsibility for 
oversight and management of the implementation of the Program (i) in 
accordance with the terms and conditions specified in this Compact and 
relevant Supplemental Agreements, (ii) in accordance with all 
applicable laws then in effect in Mali, and (iii) in a timely and cost-
effective manner and in conformity with sound technical, financial and 
management practices (collectively, the ``Government 
Responsibilities''). Unless otherwise expressly provided, any reference 
to the Government Responsibilities or any other responsibilities or 
obligations of the Government herein shall be deemed to apply to any 
Government Affiliate and any of their respective directors, officers, 
employees, contractors, sub-contractors, grantees, sub-grantees, agents 
or representatives.
    (b) The Government shall ensure that no person or entity shall 
participate in the selection, award, administration or oversight of a 
contract, grant or other benefit or transaction funded in whole or in 
part (directly or indirectly) by MCC Funding, in which (i) the entity, 
the person, members of the person's immediate family or household or 
his or her business partners, or organizations controlled by or 
substantially involving such person or entity, has or have a direct or 
indirect financial or other interest, or (ii) the person or entity is 
negotiating or has any arrangement concerning prospective employment, 
unless such person or entity has first disclosed in writing to the 
Government the conflict of interest and, following such disclosure, the 
Parties agree in writing to proceed notwithstanding such conflict. The 
Government shall ensure that no person or entity involved in the 
selection, award, administration, oversight or implementation of any 
contract, grant or other benefit or transaction funded in whole or in 
part (directly or indirectly) by MCC Funding shall solicit or accept 
from or offer to a third party or seek or be promised (directly or 
indirectly) for itself or for another person or entity any gift, 
gratuity, favor or benefit, other than items of de minimis value and 
otherwise consistent with such guidance as MCC may provide from time to 
time.
    (c) The Government shall not designate any person or entity, 
including any Government Affiliate, to implement, in whole or in part, 
this Compact or any Supplemental Agreement between the Parties 
(including any Government Responsibilities or any other 
responsibilities or obligations of the Government under this Compact or 
any Supplemental Agreement between the Parties) or to exercise any 
rights of the Government under this Compact or any Supplemental 
Agreement between the Parties, except as expressly provided herein or 
with the prior written consent of MCC; provided, however, the 
Government may designate MCA-Mali or, with the prior written consent of 
MCC, such other mutually acceptable persons or entities (each, a 
``Permitted Designee'') to implement some or all of the Government 
Responsibilities or any other responsibilities or obligations of the 
Government or to exercise any rights of the Government under this 
Compact or any Supplemental Agreement between the Parties, each in 
accordance with the terms and conditions set forth in this Compact or 
such Supplemental Agreement (referred to herein collectively as 
``Designated Rights and Responsibilities''). Notwithstanding any 
provision herein or any other agreement to the contrary, no such 
designation shall relieve the Government of such Designated Rights and 
Responsibilities, for which the Government shall retain ultimate 
responsibility. In the event that the Government designates any person 
or entity, including any Government Affiliate, to implement any portion 
of the Government Responsibilities or other responsibilities or 
obligations of the Government, or to exercise any rights of the 
Government under this Compact or any Supplemental Agreement between the 
Parties, in accordance with this Section 3.2(c), then the Government 
shall (i) cause such person or entity to perform such Designated Rights 
and Responsibilities in the same manner and to the full extent to which 
the Government is

[[Page 69236]]

obligated to perform such Designated Rights and Responsibilities; (ii) 
ensure that such person or entity does not assign, delegate or contract 
(or otherwise transfer) any of such Designated Rights and 
Responsibilities to any person or entity; and (iii) cause such person 
or entity to certify to MCC in writing that it will so perform such 
Designated Rights and Responsibilities and will not assign, delegate, 
or contract (or otherwise transfer) any of such Designated Rights and 
Responsibilities to any person or entity without the prior written 
consent of MCC.
    (d) The Government shall, upon a request from MCC, execute, or 
ensure the execution of, an assignment to MCC of any cause of action 
which may accrue to the benefit of the Government, a Government 
Affiliate or any Permitted Designee, including MCA-Mali, in connection 
with or arising out of any activities funded in whole or in part 
(directly or indirectly) by MCC Funding.
    (e) The Government shall ensure that (i) no decision of MCA-Mali is 
modified, supplemented, unduly influenced or rescinded by any 
governmental authority, except by a non-appealable judicial decision, 
and (ii) the authority of MCA-Mali shall not be expanded, restricted, 
or otherwise modified, except in accordance with this Compact, any 
Governing Document or any other Supplemental Agreement between the 
Parties.
    (f) The Government shall ensure that all persons and individuals 
that enter into agreements to provide goods, services or works under 
the Program or in furtherance of this Compact shall do so in accordance 
with the Procurement Guidelines and shall obtain all necessary 
immigration, business and other permits, licenses, consents and 
approvals to enable them and their personnel to fully perform under 
such agreements.

Section 3.3 Government Deliveries

    The Government shall proceed, and cause others to proceed, in a 
timely manner to deliver to MCC all reports, notices, certificates, 
documents or other deliveries required to be delivered by the 
Government under this Compact or any Supplemental Agreement between the 
Parties, in form and substance as set forth in this Compact or in any 
such Supplemental Agreement.

Section 3.4 Government Assurances

    The Government hereby provides the following assurances to MCC that 
as of the date this Compact is signed:
    (a) The information contained in the Proposal and any agreement, 
report, statement, communication, document or otherwise delivered or 
communicated to MCC by or on behalf of the Government on or after the 
date of the submission of the Proposal (i) are true, correct and 
complete in all material respects and (ii) do not omit any fact known 
to the Government that if disclosed would (1) alter in any material 
respect the information delivered, (2) likely have a material adverse 
effect on the Government's ability to effectively implement, or ensure 
the effective implementation of, the Program or any Project or to 
otherwise carry out its responsibilities or obligations under or in 
furtherance of this Compact, or (3) have likely adversely affected 
MCC's determination to enter into this Compact or any Supplemental 
Agreement between the Parties.
    (b) Unless otherwise disclosed in writing to MCC, the MCC Funding 
made available hereunder is in addition to the normal and expected 
resources that the Government usually receives or budgets for the 
activities contemplated herein from external or domestic sources.
    (c) This Compact does not conflict and will not conflict with any 
international agreement or obligation to which the Government is a 
party or by which it is bound.
    (d) No payments have been (i) received by any official of the 
Government or any other Governmental Affiliate in connection with the 
procurement of goods, services or works to be undertaken or funded in 
whole or in part (directly or indirectly) by MCC Funding, except fees, 
taxes, or similar payments legally established in Mali (subject to 
Section 2.3(e)) and consistent with the applicable requirement of the 
laws of Mali or (ii) made to any third party, in connection with or in 
furtherance of this Compact, in violation of the United States Foreign 
Corrupt Practices Act of 1977, as amended (15 U.S.C. 78a et seq.).

Section 3.5 Implementation Letters; Supplemental Agreements

    (a) MCC may, from time to time, issue one or more letters to 
furnish additional information or guidance to assist the Government in 
the implementation of this Compact (each, an ``Implementation 
Letter''). The Government shall apply such guidance in implementing 
this Compact.
    (b) The details of any funding, implementing and other arrangements 
in furtherance of this Compact may be memorialized in one or more 
agreements or other instruments between (i) the Government (or any 
Government Affiliate or Permitted Designee) and MCC, (ii) MCC or the 
Government (or any Government Affiliate or Permitted Designee) and any 
third party, including any of the Providers or Permitted Designee, or 
(iii) Providers where neither MCC nor the Government is a party, 
before, on, or after the Entry into Force (each, a ``Supplemental 
Agreement''). The Government shall deliver, or cause to be delivered, 
to MCC within five (5) days of its request, or such other period as may 
be specified in the Disbursement Agreement, the execution copy of any 
Supplemental Agreement to which MCC is not a party.

Section 3.6 Procurement; Awards of Assistance

    (a) The Government shall ensure that the procurement of all goods, 
services and works by the Government or any Provider in furtherance of 
this Compact shall be consistent with the procurement guidelines (the 
``Procurement Guidelines'') reflected in the Disbursement Agreement or 
other Supplemental Agreement between the Government (and a mutually 
acceptable Government Affiliate or MCA-Mali) and MCC, which Procurement 
Guidelines shall include the following requirements:
    (i) Internationally accepted procurement rules with open, fair and 
competitive procedures are used in a transparent manner to solicit, 
award and administer contracts, grants, and other agreements and to 
procure goods, services and works;
    (ii) Solicitations for goods, services, and works shall be based 
upon a clear and accurate description of the goods, services or works 
to be acquired;
    (iii) Contracts shall be awarded only to qualified and capable 
contractors that have the capability and willingness to perform the 
contracts in accordance with the terms and conditions of the applicable 
contracts and on a cost effective and timely basis; and
    (iv) No more than a commercially reasonable price, as determined, 
for example, by a comparison of price quotations and market prices, 
shall be paid to procure goods, services, and works.
    (b) The Government shall maintain, and shall use its best efforts 
to ensure that all Providers maintain, records regarding the receipt 
and use of goods, services and works acquired in furtherance of this 
Compact, the nature and extent of solicitations of prospective 
suppliers of goods, services and works acquired in furtherance of this 
Compact, and the basis of award of contracts, grants and other 
agreements in furtherance of this Compact.
    (c) The Government shall use its best efforts to ensure that 
information,

[[Page 69237]]

including solicitations, regarding procurement, grant and other 
agreement actions funded (or to be funded) in whole or in part 
(directly or indirectly) by MCC Funding shall be made publicly 
available in the manner outlined in the Procurement Guidelines or in 
any other manner agreed upon by the Parties in writing.
    (d) The Government shall ensure that no goods, services or works 
that are funded in whole or in part (directly or indirectly) by MCC 
Funding are procured pursuant to orders or contracts firmly placed or 
entered into prior to the Entry into Force, except as the Parties may 
otherwise agree in writing.
    (e) The Government shall ensure that MCA-Mali and any other 
Permitted Designee follows, and uses its best efforts to ensure that 
all Providers follow, the Procurement Guidelines in procuring 
(including soliciting) goods, services and works and in awarding and 
administering contracts, grants and other agreements in furtherance of 
this Compact, and shall furnish MCC evidence of the adoption of the 
Procurement Guidelines by MCA-Mali no later than the time specified in 
the Disbursement Agreement.
    (f) The Government shall include, or ensure the inclusion of, the 
requirements of this Section 3.6 into all Supplemental Agreements 
between the Government, any Government Affiliate or Permitted Designee 
or any of their respective directors, officers, employees, Affiliates, 
contractors, sub-contractors, grantees, sub-grantees, representatives 
or agents, on the one hand, and a Provider, on the other hand.

Section 3.7 Policy Performance; Policy Reforms

    In addition to the specific policy and legal reform commitments 
identified in Annex I and the Schedules thereto, the Government shall 
seek to maintain and to improve its level of performance under the 
policy criteria identified in Section 607 of the Act, and the MCA 
selection criteria and methodology published by MCC pursuant to Section 
607 of the Act from time to time (``MCA Eligibility Criteria'').

Section 3.8 Records and Information; Access; Audits; Reviews

    (a) Reports and Information. The Government shall furnish to MCC, 
and shall use its best efforts to ensure that all Providers and any 
other third party receiving MCC Funding, as appropriate, furnish to the 
Government (and the Government shall provide to MCC), any records and 
other information required to be maintained under this Section 3.8 and 
such other information, documents and reports as may be necessary or 
appropriate for the Government to effectively carry out its obligations 
under this Compact, including under Section 3.12.
    (b) Government Books and Records. The Government shall maintain, 
and shall use its best efforts to ensure that all Providers maintain, 
accounting books, records, documents and other evidence relating to 
this Compact adequate to show, to the satisfaction of MCC, without 
limitation, the use of all MCC Funding, including all costs incurred by 
the Government and the Providers in furtherance of this Compact, the 
receipt, acceptance and use of goods, services and works acquired in 
furtherance of this Compact by the Government and the Providers, 
agreed-upon cost sharing requirements, the nature and extent of 
solicitations of prospective suppliers of goods, services and works 
acquired by the Government and the Providers in furtherance of this 
Compact, the basis of award of Government and other contracts and 
orders in furtherance of this Compact, the overall progress of the 
implementation of the Program, and any documents required by this 
Compact or any Supplemental Agreement between the Parties or reasonably 
requested by MCC upon reasonable notice (``Compact Records''). The 
Government shall maintain, and shall use its best efforts to ensure 
that all Covered Providers maintain, Compact Records in accordance with 
generally accepted accounting principles prevailing in the United 
States, or at the Government's option and with the prior written 
approval by MCC, other accounting principles, such as those (i) 
prescribed by the International Accounting Standards Committee (an 
affiliate of the International Federation of Accountants) or (ii) then 
prevailing in Mali. Compact Records shall be maintained for at least 
five (5) years after the end of the Compact Term or for such longer 
period, if any, required to resolve any litigation, claims or audit 
findings or any statutory requirements.
    (c) Access. Upon the request of MCC, the Government, at all 
reasonable times, shall permit, or cause to be permitted, authorized 
representatives of MCC, the Inspector General, the United States 
Government Accountability Office, any auditor responsible for an audit 
contemplated herein or otherwise conducted in furtherance of this 
Compact, and any agents or representatives engaged by MCC or a 
Permitted Designee to conduct any assessment, review or evaluation of 
the Program, the opportunity to audit, review, evaluate or inspect (i) 
activities funded in whole or in part (directly or indirectly) by MCC 
Funding or undertaken in connection with the Program, the utilization 
of goods and services purchased or funded in whole or in part (directly 
or indirectly) by MCC Funding, and (ii) Compact Records, including 
those of the Government or any Provider, relating to activities funded 
or undertaken in furtherance of, or otherwise relating to, this 
Compact. The Government shall use its best efforts to ensure access by 
MCC, the Inspector General, the United States Government Accountability 
Office or relevant auditor, reviewer or evaluator or their respective 
representatives or agents to all relevant directors, officers, 
employees, Affiliates, contractors, representatives and agents of the 
Government or any Provider.
    (d) Audits.
    (i) Government Audits. Except as the Parties may otherwise agree in 
writing, the Government shall, on at least a semi-annual basis, 
conduct, or cause to be conducted, financial audits of all MCC 
Disbursements and Re-Disbursements covering the period from signing of 
the Compact until the earlier of the following December 31 or June 30 
and covering each six month period thereafter ending December 31 and 
June 30, through the end of the Compact Term, in accordance with the 
following terms. As requested by MCC in writing, the Government shall 
use, or cause to be used, or select or cause to be selected, an auditor 
named on the approved list of auditors in accordance with the 
``Guidelines for Financial Audits Contracted by Foreign Recipients'' 
(the ``Audit Guidelines'') issued by the Inspector General of the 
United States Agency for International Development (the ``Inspector 
General''), and as approved by MCC, to conduct such annual audits. Such 
audits shall be performed in accordance with such Audit Guidelines and 
be subject to quality assurance oversight by the Inspector General in 
accordance with such Audit Guidelines. An audit shall be completed and 
delivered to MCC no later than ninety (90) days after the first period 
to be audited and no later than ninety (90) days after each June 30th 
and December 31st thereafter, or such other period as the Parties may 
otherwise agree in writing.
    (ii) Audits of U.S. Entities. The Government shall ensure that 
Supplemental Agreements between the Government or any Provider, on the 
one hand, and a United States non-profit organization, on the other 
hand, state that the United States organization is subject to the 
applicable audit requirements contained in OMB

[[Page 69238]]

Circular A-133, notwithstanding any other provision of this Compact to 
the contrary. The Government shall ensure that Supplemental Agreements 
between the Government or any Provider, on the one hand, and a United 
States for-profit Covered Provider, on the other hand, state that the 
United States organization is subject to audit by the cognizant United 
States Government agency, unless the Government and MCC agree otherwise 
in writing.
    (iii) Audit Plan. The Government shall submit, or cause to be 
submitted, to MCC no later than twenty (20) days prior to the date of 
its adoption a plan, in accordance with the Audit Guidelines, for the 
audit of the expenditures of any Covered Providers, which audit plan, 
in the form and substance as approved by MCC, the Government shall 
adopt, or cause to be adopted, no later than sixty (60) days prior to 
the end of the first period to be audited (such plan, the ``Audit 
Plan'').
    (iv) Covered Provider. A ``Covered Provider'' is (1) a non-United 
States Provider that receives (other than pursuant to a direct contract 
or agreement with MCC) US$ 300,000 or more of MCC Funding in any MCA-
Mali fiscal year or any other non-United States person or entity that 
receives, directly or indirectly, US$ 300,000 or more of MCC Funding 
from any Provider in such fiscal year, or (2) any United States 
Provider that receives (other than pursuant to a direct contract or 
agreement with MCC) US$ 500,000 or more of MCC Funding in any MCA-Mali 
fiscal year or any other United States person or entity that receives, 
directly or indirectly, US$ 500,000 or more of MCC Funding from any 
Provider in such fiscal year.
    (v) Corrective Actions. The Government shall use its best efforts 
to ensure that Covered Providers take, where necessary, appropriate and 
timely corrective actions in response to audits, consider whether a 
Covered Provider's audit necessitates adjustment of its own records, 
and require each such Covered Provider to permit independent auditors 
to have access to its records and financial statements as necessary.
    (vi) Audit Reports. The Government shall furnish, or use its best 
efforts to cause to be furnished, to MCC an audit report in a form 
satisfactory to MCC for each audit required by this Section 3.8, other 
than audits arranged for by MCC, no later than ninety (90) days after 
the end of the period under audit, or such other time as may be agreed 
by the Parties from time to time.
    (vii) Other Providers. For Providers who receive MCC Funding 
pursuant to direct contracts or agreements with MCC, MCC shall include 
appropriate audit requirements in such contracts or agreements and 
shall, on behalf of the Government, unless otherwise agreed by the 
Parties, conduct the follow-up activities with regard to the audit 
reports furnished pursuant to such requirements.
    (viii) Audit by MCC. MCC retains the right to perform, or cause to 
be performed, the audits required under this Section 3.8 by utilizing 
MCC Funding or other resources available to MCC for this purpose, and 
to audit, conduct a financial review, or otherwise ensure 
accountability of any Provider or any other third party receiving MCC 
Funding, regardless of the requirements of this Section 3.8.
    (e) Application to Providers. The Government shall include, or 
ensure the inclusion of, at a minimum, the requirements of:
    (i) Paragraphs (a), (b), (c), (d)(ii), (d)(iii), (d)(v), (d)(vi), 
and (d)(viii) of this Section 3.8 into all Supplemental Agreements 
between the Government, any Government Affiliate, any Permitted 
Designee or any of their respective directors, officers, employees, 
Affiliates, contractors, sub-contractors, grantees, sub-grantees, 
representatives or agents (each, a ``Government Party''), on the one 
hand, and a Covered Provider that is not a non-profit organization 
domiciled in the United States, on the other hand;
    (ii) Paragraphs (a), (b), (c), (d)(ii), and (d)(viii) of this 
Section 3.8 into all Supplemental Agreements between a Government Party 
and a Provider that does not meet the definition of a Covered Provider; 
and
    (iii) Paragraphs (a), (b), (c), (d)(ii), (d)(v) and (d)(viii) of 
this Section 3.8 into all Supplemental Agreements between a Government 
Party and a Covered Provider that is a non-profit organization 
domiciled in the United States.
    (f) Reviews or Evaluations. The Government shall conduct, or cause 
to be conducted, such performance reviews, data quality reviews, 
environmental and social audits, or program evaluations during the 
Compact Term or otherwise and in accordance with the M&E Plan or as 
otherwise agreed in writing by the Parties.
    (g) Cost of Audits, Reviews or Evaluations. MCC Funding may be used 
to fund the costs of any audits, reviews or evaluations required under 
this Compact, including as reflected on Exhibit A to Annex II, and in 
no event shall the Government be responsible for the costs of any such 
audits, reviews or evaluations from financial sources other than MCC 
Funding.

Section 3.9 Insurance; Performance Guarantees

    The Government shall, to MCC's satisfaction, insure or cause to be 
insured all Program Assets and shall obtain or cause to be obtained 
such other appropriate insurance and other protections to cover against 
risks or liabilities associated with the operations of the Program, 
including by requiring Providers to obtain adequate insurance and post 
adequate performance bonds or other guarantees. MCA-Mali or the 
Implementing Entity or Contractor, as applicable, shall be named as the 
payee on any such insurance and the beneficiary of any such guarantee, 
including performance bonds, to the extent permissible under applicable 
laws unless otherwise agreed by the Parties. MCC, and to the extent it 
is not named as the insured party, MCA-Mali shall be named as 
additional insureds on any such insurance or other guarantee, to the 
extent permissible under applicable laws unless otherwise agreed by the 
Parties. The Government shall ensure that any proceeds from claims paid 
under such insurance or any other form of guarantee shall be used to 
replace or repair any loss of Program Assets or to pursue the 
procurement of the covered goods, services, works, or otherwise; 
provided, however, at MCC's election, such proceeds shall be deposited 
in a Permitted Account as designated by MCA-Mali and acceptable to MCC 
or as otherwise directed by MCC. To the extent MCA-Mali is held liable 
under any indemnification or other similar provision of any agreement 
between MCA-Mali, on the one hand, and any other Provider or other 
third party, on the other hand, the Government shall pay in full on 
behalf of MCA-Mali any such obligation; provided further, the 
Government shall apply national funds to satisfy its obligations under 
this Section 3.9 and no MCC Funding, Accrued Interest, or Program Asset 
may be applied by the Government in satisfaction of its obligations 
under this Section 3.9.

Section 3.10 Domestic Requirements

    The Government shall proceed in a timely manner to seek 
ratification of this Compact as necessary or required by the laws of 
Mali, or similar domestic requirement, in order that (a) this Compact 
(and any Supplemental Agreement to which MCC is a party) shall be given 
the status of an international agreement; (b) no laws of Mali (other 
than the Constitution of

[[Page 69239]]

Mali) now or hereafter in effect shall take precedence or prevail over 
this Compact (or any Supplemental Agreement to which MCC is a party) 
during the Compact Term (or a longer period to the extent provisions of 
this Compact remain in force following the expiration of the Compact 
Term pursuant to Section 5.13); and (c) each of the provisions of this 
Compact (and each of the provisions of any Supplemental Agreement to 
which MCC is a party) 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 Compact. Notwithstanding anything 
to the contrary in this Compact, this Section 3.10 shall provisionally 
apply prior to Entry into Force.

Section 3.11 No Conflict

    The Government undertakes not to enter into any agreement in 
conflict with this Compact or any Supplemental Agreement during the 
Compact Term.

Section 3.12 Reports

    The Government shall provide, or cause to be provided, to MCC at 
least on each anniversary of the Entry into Force (or such other 
anniversary agreed by the Parties in writing) and otherwise within 
thirty (30) days of any written request by MCC, or as otherwise agreed 
in writing by the Parties, the following information:
    (a) The name of each entity to which MCC Funding has been provided;
    (b) The amount of MCC Funding provided to such entity;
    (c) A description of the Program and each Project funded in 
furtherance of this Compact, including:
    (i) A statement of whether the Program or any Project was solicited 
or unsolicited; and
    (ii) A detailed description of the objectives and measures for 
results of the Program or Project;
    (d) The progress made by Mali toward achieving the Compact Goal and 
Objectives;
    (e) A description of the extent to which MCC Funding has been 
effective in helping Mali to achieve the Compact Goal and Objectives;
    (f) A description of the coordination of MCC Funding with other 
United States foreign assistance and other related trade policies;
    (g) A description of the coordination of MCC Funding with 
assistance provided by other donor countries;
    (h) Any report, document or filing that the Government, any 
Government Affiliate or any Permitted Designee submits to any 
government body in connection with this Compact;
    (i) Any report or document required to be delivered to MCC under 
the Environmental Guidelines, any Audit Plan, or any Implementation 
Document; and
    (j) Any other report, document or information requested by MCC or 
required by this Compact or any Supplemental Agreement between the 
Parties.

Article IV. Conditions Precedent; Deliveries

Section 4.1 Conditions Prior to the Entry Into Force and Deliveries

    As conditions precedent to the Entry into Force, the Parties shall 
satisfy the conditions set forth in this Section 4.1.
    (a) The Government (or a mutually acceptable Government Affiliate), 
a Permitted Designee, and MCC shall execute a disbursement agreement 
(the ``Disbursement Agreement''), which agreement shall be in full 
force and effect as of the Entry into Force.
    (b) The Government (or a mutually acceptable Government Affiliate), 
a Permitted Designee, and MCC shall execute a governance agreement (the 
``Governance Agreement''), which agreement shall be in full force and 
effect as of the Entry into Force.
    (c)(i) The Government shall deliver one or more of the Supplemental 
Agreements or other documents identified on Exhibit B attached hereto, 
which agreements or other documents shall be fully executed by the 
parties thereto and in full force and effect, or (ii) the Government 
(or a mutually acceptable Government Affiliate), a Permitted Designee, 
and MCC shall execute one or more term sheets that set forth the 
material and principal terms and conditions that will be included in 
any such Supplemental Agreement or other documents that have not been 
entered into or effective as of the Entry into Force (the 
``Supplemental Agreement Term Sheets'').
    (d) The Government shall deliver a written statement as to the 
incumbency and specimen signature of the Principal Representative and 
each Additional Representative of the Government executing any document 
under this Compact, such written statement to be signed by a duly 
authorized official of the Government other than the Principal 
Representative or any such Additional Representative.
    (e) 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:
    (i) Certifies 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 legal opinion as may be acceptable 
to MCC) to the effect that (1) this Compact (and any Supplemental 
Agreement to which MCC is a party) shall be given 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 Compact (or any Supplemental Agreement to which 
MCC is a party) 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); and (3) each of the provisions of this 
Compact (and each of the provisions of any Supplemental Agreement to 
which MCC is a party) shall be valid, binding and in full force and 
effect under the laws of Mali; and
    (ii) 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 Compact to enter into force and the satisfaction 
of Section 3.10, which MCC may post on its Web site or otherwise make 
publicly available.
    (f) MCC shall deliver a written statement as to the incumbency and 
specimen signature of the Principal Representative and each Additional 
Representative of MCC executing any document under this Compact such 
written statement to be signed by a duly authorized official of MCC 
other than the Principal Representative or any such Additional 
Representative.
    (g) The Government has not engaged subsequent to the conclusion of 
this Compact in any action or omission inconsistent with the MCA 
Eligibility Criteria, as determined by MCC in its sole discretion.

Section 4.2 Conditions Precedent to MCC Disbursements or Re-
Disbursements

    Prior to, and as condition precedent to, any MCC Disbursement or 
Re-Disbursement, the Government shall satisfy, or ensure the 
satisfaction of, all applicable conditions precedent in the 
Disbursement Agreement.

Article V. Final Clauses

Section 5.1 Communications

    Unless otherwise expressly stated in this Compact or otherwise 
agreed in writing by the Parties, any notice, certificate, request, 
report, document or other communication required, permitted, or 
submitted by either Party

[[Page 69240]]

to the other under this Compact shall be (a) in writing, (b) in 
English, and (c) deemed duly given: (i) Upon personal delivery to the 
Party to be notified; (ii) when sent by confirmed facsimile or 
electronic mail, if sent during normal business hours of the recipient 
Party, if not, then on the next business day; or (iii) three (3) 
business days after deposit with an internationally recognized 
overnight courier, specifying next day delivery, with written 
verification of receipt to the Party to be notified at the address 
indicated below, or at such other address as such Party may designate:
    To MCC:
    Millennium Challenge Corporation, Attention: Vice President for 
Operations (with a copy to the Vice President and General Counsel), 875 
Fifteenth Street, NW., Washington, DC 20005, United States of America, 
Facsimile: +1 (202) 521-3700, Phone: +1 (202) 521-3600, E-mail: 
[email protected] (Vice President for Operations); 
[email protected] (Vice President and General Counsel)
    To the Government:
    Prime Minister of the Republic of Mali, Primature, Bamako, Mali, 
Facsimile: +223 223-9595, Phone: +223 222-5534
    With a copy to MCA-Mali:
    At an address, and to the attention of the person, to be designated 
in writing to MCC by the Government.
    Notwithstanding the foregoing, any audit report delivered pursuant 
to Section 3.8, if delivered by facsimile or electronic mail, shall be 
followed by an original in overnight express mail. This Section 5.1 
shall not apply to the exchange of letters contemplated in Section 1.3 
or any amendments under Section 5.3.

Section 5.2 Representatives

    Unless otherwise agreed in writing by the Parties, for all purposes 
relevant to this Compact, the Government shall be represented by the 
individual holding the position of, or acting as, the Prime Minister of 
the Republic of Mali, and MCC shall be represented by the individual 
holding the position of, or acting as, Vice President for Operations 
(each, a ``Principal Representative''), each of whom, by written notice 
to the other Party, may designate one or more additional 
representatives (each, an ``Additional Representative'') for all 
purposes other than signing amendments to this Compact. The names of 
the Principal Representative and any Additional Representative of each 
of the Parties shall be provided, with specimen signatures, to the 
other Party, and the Parties may accept as duly authorized any 
instrument signed by such representatives relating to the 
implementation of this Compact, until receipt of written notice of 
revocation of their authority. A Party may change its Principal 
Representative to a new representative of equivalent or higher rank 
upon written notice to the other Party, which notice shall include the 
specimen signature of the new Principal Representative.

Section 5.3 Amendments

    The Parties may amend this Compact only by a written agreement 
signed by the Principal Representatives of the Parties and subject to 
the respective domestic approval requirements to which this Compact was 
subject.

Section 5.4 Termination; Suspension

    (a) Subject to Section 2.5, either Party may terminate this Compact 
in its entirety by giving the other Party thirty (30) days' written 
notice.
    (b) Notwithstanding any other provision of this Compact, including 
Section 2.1, or any Supplemental Agreement between the Parties, subject 
to Section 2.5, MCC may suspend or terminate this Compact or MCC 
Funding, in whole or in part, and any obligation or sub-obligation 
related thereto, upon giving the Government written notice, if MCC 
determines, in its sole discretion, that:
    (i) Any use or proposed use of MCC Funding or any other Program 
Asset or continued implementation of the Compact would be in violation 
of applicable law or United States Government policy, whether now or 
hereafter in effect;
    (ii) The Government, any Provider, or any other third party 
receiving MCC Funding or using any other Program Asset is engaged in 
activities that are contrary to the national security interests of the 
United States;
    (iii) The Government or any Permitted Designee has committed an act 
or omission or an event has occurred that would render Mali ineligible 
to receive United States economic assistance under Part I of the 
Foreign Assistance Act of 1961, as amended (22 U.S.C. 2151 et seq.), by 
reason of the application of any provision of the Foreign Assistance 
Act of 1961 or any other provision of law;
    (iv) The Government or any Permitted Designee has engaged in a 
pattern of actions or omissions inconsistent with the MCA Eligibility 
Criteria, or there has occurred a significant decline in the 
performance of Mali on one or more of the eligibility indicators 
contained therein;
    (v) The Government or any Provider has materially breached one or 
more of its assurances or any covenants, obligations or 
responsibilities under this Compact or any Supplemental Agreement;
    (vi) An audit, review, report or any other document delivered in 
furtherance of the Compact or any Supplemental Agreement or any other 
evidence reveals that actual expenditures for the Program, any Project 
or any Project Activity were greater than the projected expenditure for 
such activities identified in the applicable Detailed Budget or are 
projected to be greater than projected expenditures for such 
activities;
    (vii) If the Government (1) materially reallocates or reduces the 
allocation in its national budget or any other Government budget of the 
normal and expected resources that the Government would have otherwise 
received or budgeted, from external or domestic sources, for the 
activities contemplated herein; (2) fails to contribute or provide the 
amount, level, type and quality of resources required to effectively 
carry out the Government Responsibilities or any other responsibilities 
or obligations of the Government under or in furtherance of this 
Compact; or (3) fails to pay any of its obligations as required under 
this Compact or any Supplemental Agreement, including such obligations 
which shall be paid solely out of national funds;
    (viii) If the Government, any Provider, or any other third party 
receiving MCC Funding or using any other Program Asset, or any of their 
respective directors, officers, employees, Affiliates, contractors, 
sub-contractors, grantees, sub-grantees, representatives or agents, is 
found to have been convicted of a narcotics offense or to have been 
engaged in drug trafficking;
    (ix) Any MCC Funding or Program Assets are applied, directly or 
indirectly, to the provision of resources and support to, individuals 
and organizations associated with terrorism, sex trafficking or 
prostitution;
    (x) An event or condition of any character has occurred that; (1) 
Materially and adversely affects, or is likely to materially and 
adversely affect, the ability of the Government or any other party to 
effectively implement, or ensure the effective implementation of, the 
Program or any Project or to otherwise carry out its responsibilities 
or obligations under or in furtherance of this Compact or any 
Supplemental Agreement or to perform its obligations under or in 
furtherance of this Compact or any Supplemental Agreement or to 
exercise its rights thereunder; (2) makes

[[Page 69241]]

it improbable that the Objectives will be achieved during the Compact 
Term; (3) materially and adversely affects any Program Asset or any 
Permitted Account; or (4) constitutes misconduct injurious to MCC, or 
constitutes a fraud or a felony, by the Government, any Government 
Affiliate, Permitted Designee or Provider, or any officer, director, 
employee, agent, representative, Affiliate, contractor, grantee, 
subcontractor or sub-grantee of any of the foregoing;
    (xi) The Government, any Permitted Designee or Provider has taken 
any action or omission or engaged in any activity in violation of, or 
inconsistent with, the requirements of this Compact or any Supplemental 
Agreement to which the Government or any Permitted Designee or Provider 
is a party;
    (xii) There has occurred a failure to meet a condition precedent or 
series of conditions precedent or any other requirements or conditions 
in connection with MCC Disbursement as set out in and in accordance 
with any Supplemental Agreement between the Parties; or
    (xiii) Any MCC Funding, Accrued Interest or Program Asset becomes 
subject to a Lien without the prior approval of MCC, and the Government 
fails to obtain the release of such Lien (utilizing national funds and 
not with MCC Funding, Accrued Interest, or any other Program Asset) 
within thirty (30) days after the imposition of such Lien.
    (c) MCC may reinstate any suspended or terminated MCC Funding under 
this Compact or any Supplemental Agreement if MCC determines, in its 
sole discretion, that the Government or other relevant party has 
demonstrated a commitment to correcting each condition for which MCC 
Funding was suspended or terminated.
    (d) The authority under this Section 5.4 to suspend or terminate 
this Compact or any MCC Funding includes the authority to suspend or 
terminate any obligations or sub-obligations relating to MCC Funding 
under any Supplemental Agreement without any liability to MCC 
whatsoever.
    (e) All MCC Disbursements and Re-Disbursements shall cease upon 
expiration, suspension, or termination of this Compact; provided, 
however, (i) reasonable expenditures for goods, services and works that 
are properly incurred under or in furtherance of this Compact before 
such expiration, suspension or termination of this Compact, and (ii) 
reasonable expenditures for goods and services (including certain 
administrative expenses) properly incurred in connection with the 
winding up of the Program within one hundred and twenty (120) days 
after such expiration, suspension or termination of the Compact may be 
paid from MCC Funding if (1) the request for such payment is properly 
submitted within ninety (90) days after such expiration, suspension or 
termination of the Compact, and (2) MCC had approved the making of such 
expenditure in writing in advance thereof.
    (f) Other than the payments permitted pursuant to Section 5.4(e), 
in the event of the suspension or termination of this Compact or any 
Supplemental Agreement, in whole or in part, the Government, shall 
suspend, at MCC's sole discretion, for the period of the suspension, or 
terminate, or ensure the suspension or termination of, as applicable, 
any obligation or sub-obligation of the Parties to provide financial or 
other resources under this Compact or any Supplemental Agreement, or to 
the suspended or terminated portion of this Compact or such 
Supplemental Agreement, as applicable. In the event of such suspension 
or termination, the Government shall use its best efforts to suspend or 
terminate, or ensure the suspension or termination of, as applicable, 
all such noncancelable commitments related to the suspended or 
terminated MCC Funding. Any portion of this Compact or any such 
Supplemental Agreement that is not suspended or terminated shall remain 
in full force and effect.
    (g) Upon the full or partial suspension or termination of this 
Compact or any MCC Funding, MCC may, at its expense, direct that title 
to Program Assets be transferred to MCC if such Program Assets are in a 
deliverable state; provided, for any Program Asset partially purchased 
or funded (directly or indirectly) by MCC Funding, the Government shall 
reimburse to a United States Government account designated by MCC the 
cash equivalent of the portion of the value of such Program Asset, such 
value as determined by MCC.
    (h) Prior to the expiration of this Compact or upon termination of 
this Compact, the Parties shall consult in good faith with a view to 
reaching an agreement in writing on (i) the post-Compact Term treatment 
of MCA-Mali, (ii) the process for ensuring the refunds of MCC 
Disbursements that have not yet been released from a Permitted Account 
through a valid Re-Disbursement or otherwise committed in accordance 
with Section 5.4(e), or (iii) any other matter related to the winding 
up of the Program and this Compact.

Section 5.5 Privileges and Immunities

    MCC is an agency of the Government of the United States of America 
and its personnel assigned to Mali will be notified pursuant to the 
Vienna Convention on Diplomatic Relations as members of the mission of 
the Embassy of the United States of America. The Government shall 
ensure that any personnel of MCC so notified, including individuals 
detailed to or contracted by MCC, and the members of the families of 
such personnel, while such personnel are performing duties in Mali, 
shall enjoy the privileges and immunities that are enjoyed by a member 
of the United States Foreign Service, or the family of a member of the 
United States Foreign Service so notified, as appropriate, of 
comparable rank and salary of such personnel, if such personnel or the 
members of the families of such personnel are not a national of, or 
permanently resident in, Mali.

Section 5.6 Attachments

    Any annex, schedule, exhibit, table, appendix or other attachment 
expressly attached hereto (collectively, the ``Attachments'') is 
incorporated herein by reference and shall constitute an integral part 
of this Compact.

Section 5.7 Inconsistencies

    (a) Conflicts or inconsistencies between any parts of this Compact 
shall be resolved by applying the following descending order of 
precedence:
    (i) Articles I through V, and
    (ii) Any Attachments.
    (b) In the event of any conflict or inconsistency between this 
Compact and any Supplemental Agreement between the Parties, the terms 
of this Compact shall prevail. In the event of any conflict or 
inconsistency between any Supplemental Agreement between the Parties 
and any other Supplemental Agreement, the terms of the Supplemental 
Agreement between the Parties shall prevail. In the event of any 
conflict or inconsistency between Supplemental Agreements between any 
parties, the terms of a more recently executed Supplemental Agreement 
between such parties shall take precedence over a previously executed 
Supplemental Agreement between such parties. In the event of any 
inconsistency between a Supplemental Agreement between the Parties and 
any Implementation Document, the terms of the relevant Supplemental 
Agreement shall prevail.

Section 5.8 Indemnification

    The Government shall indemnify and hold MCC and any MCC officer, 
director, employee, Affiliate, contractor,

[[Page 69242]]

agent or representative (each of MCC and any such persons, an ``MCC 
Indemnified Party'') harmless from and against, and shall compensate, 
reimburse and pay such MCC Indemnified Party for, any liability or 
other damages which (a) are directly or indirectly suffered or incurred 
by such MCC Indemnified Party, or to which any MCC Indemnified Party 
may otherwise become subject, regardless of whether or not such damages 
relate to any third-party claim, and (b) arise from or as a result of 
the negligence or willful misconduct of the Government, any Government 
Affiliate, MCA-Mali or any Permitted Designee, directly or indirectly 
connected with, any activities (including acts or omissions) undertaken 
in furtherance of this Compact; provided, however, the Government shall 
apply national funds to satisfy its obligations under this Section 5.8 
and no MCC Funding, Accrued Interest, or other Program Asset may be 
applied by the Government in satisfaction of its obligations under this 
Section 5.8.

Section 5.9 Headings

    The Section and Subsection headings used in this Compact are 
included for convenience only and are not to be considered in 
construing or interpreting this Compact.

Section 5.10 Interpretation

    (a) Any reference to the term ``including'' in this Compact shall 
be deemed to mean ``including without limitation'' except as expressly 
provided otherwise.
    (b) Any reference to activities undertaken ``in furtherance of this 
Compact'' or similar language shall include activities undertaken by 
the Government, any Government Affiliate, any Permitted Designee, any 
Provider or any other third party receiving MCC Funding involved in 
carrying out the purposes of this Compact or any Supplemental 
Agreement, including their respective directors, officers, employees, 
Affiliates, contractors, sub-contractors, grantees, sub-grantees, 
representatives or agents, whether pursuant to the terms of this 
Compact, any Supplemental Agreement or otherwise.
    (c) References to ``day'' or ``days'' shall be calendar days unless 
provided otherwise.
    (d) Defined terms importing the singular also include the plural, 
and vice versa.

Section 5.11 Signatures

    A signature to this Compact or an amendment to this Compact 
pursuant to Section 5.3 shall be delivered only as an original 
signature. With respect to all other signatures, a signature delivered 
by facsimile or electronic mail in accordance with Section 5.1 shall be 
deemed an original signature and shall be binding on the Party 
delivering such signature, and the Parties hereby waive any objection 
to such signature or to the validity of the underlying document, 
certificate, notice, instrument or agreement on the basis of the 
signature's legal effect, validity or enforceability solely because it 
is in facsimile or electronic form. Without limiting the foregoing, a 
signature on an audit report or a signature evidencing any modification 
identified in Section 2(a) and Section 4(a)(iv) of Annex I, Section 4 
of Annex II, or Section 5(d) of Annex III shall be followed by an 
original in overnight express mail.

Section 5.12 Designation

    MCC may designate any Affiliate, agent, or representative to 
implement, in whole or in part, its obligations, and exercise any of 
its rights, under this Compact or any Supplemental Agreement between 
the Parties. MCC shall inform the Government of any such designation.

Section 5.13 Survival

    Any Government Responsibilities, covenants, or obligations or other 
responsibilities to be performed by the Government after the Compact 
Term shall survive the termination or expiration of this Compact and 
expire in accordance with their respective terms. Notwithstanding the 
termination or expiration of this Compact, the following provisions 
shall remain in force: Sections 2.2, 2.3, 2.5, 3.2, 3.3, 3.4, 3.5, 3.8, 
3.9 (for one year), 3.12, 5.1, 5.2, 5.4(d), 5.4(e) (for one hundred and 
twenty (120) days), 5.4(f), 5.4(g), 5.4(h), 5.5, 5.6, 5.7, 5.8, 5.9, 
5.10, 5.11, 5.12, this Section 5.13, 5.14, and 5.15.

Section 5.14 Consultation

    Either Party may, at any time, request consultations relating to 
the interpretation or implementation of this Compact or any 
Supplemental Agreement between the Parties. Such consultations shall 
begin at the earliest possible date. The request for consultations 
shall designate a representative for the requesting Party with the 
authority to enter consultations and the other Party shall endeavor to 
designate a representative of equal or comparable rank. If such 
representatives are unable to resolve the matter within twenty (20) 
days from the commencement of the consultations, then each Party shall 
forward the consultation to the Principal Representative or such other 
representative of comparable or higher rank. The consultations shall 
last no longer than forty-five (45) days from date of commencement. If 
the matter is not resolved within such time period, either Party may 
terminate this Compact pursuant to Section 5.4(a). The Parties shall 
enter any such consultations guided by the principle of achieving the 
Compact Goal in a timely and cost-effective manner and by the 
principles of international law. Any dispute arising under or related 
to this Compact shall be determined exclusively through the 
consultation mechanism set forth in this Section 5.14.

Section 5.15 MCC Status

    MCC is a United States Government corporation acting on behalf of 
the United States Government in the implementation of this Compact. As 
such, MCC has no liability under this Compact, is immune from any 
action or proceeding arising under or relating to this Compact and the 
Government hereby waives and releases all claims related to any such 
liability. In matters arising under or relating to this Compact, MCC is 
not subject to the jurisdiction of the courts or other body of Mali or 
any other jurisdiction, and all disputes arising under or relating to 
this Compact shall be determined in accordance with Section 5.14.

Section 5.16 Language

    This Compact is prepared in English and in the event of any 
ambiguity or conflict between this official English version and any 
other version translated into any language for the convenience of the 
Parties, this official English version shall prevail.

Section 5.17 Publicity; Information and Marking

    The Government shall give appropriate publicity to this Compact as 
a program to which the United States, through MCC, has contributed, 
including by posting this Compact, and any amendments thereto, on the 
Web site operated by MCA-Mali (``MCA-Mali Web site''), identifying 
Program activity sites, and marking Program Assets; provided, any 
announcement, press release or statement regarding MCC or the fact that 
MCC is funding the Program or any other publicity materials referencing 
MCC, including the publicity described in this Section 5.17, shall be 
subject to prior approval by MCC and shall be consistent with any 
instructions provided by MCC from time to time in relevant 
Implementation Letters. Upon the termination or

[[Page 69243]]

expiration of this Compact, MCC may request the removal of, and the 
Government shall, upon such request, remove, or cause the removal of, 
any such markings and any references to MCC in any publicity materials 
or on the MCA-Mali Web site. MCC may post this Compact, and any 
amendments thereto, on the Web site of MCC. MCC shall have the right to 
use any information or data provided in any report or document provided 
to MCC for the purpose of satisfying MCC reporting requirements or in 
any other manner.
    In Witness Whereof, the undersigned, duly authorized by their 
respective governments, have signed this Compact this 13th day of 
November 2006 and this Compact shall enter into force in accordance 
with Section 1.3.
    Done at Washington, DC in English.
    For the United States of America, acting through the Millennium 
Challenge Corporation, Name: John J. Danilovich, Title: Chief Executive 
Officer.
    For the Government of the Republic of Mali, Name: Moctor Ouane, 
Title: Minister of Foreign Affairs and International Cooperation.

Exhibit A--Definitions

    The following compendium of capitalized terms that are used herein 
is provided for the convenience of the reader. To the extent that there 
is a conflict or inconsistency between the definitions in this Exhibit 
A and the definitions elsewhere in the text of this Compact, the 
definition elsewhere in this Compact shall prevail over the definition 
in this Exhibit A.
    Accrued Interest shall have the meaning set forth in Section 
2.1(c).
    Act shall have the meaning set forth in Section 2.1(a)(iii).
    Ad Hoc Evaluation shall have the meaning set forth in Section 3(b) 
of Annex III.
    Additional Representative shall have the meaning set forth in 
Section 5.2.
    AdM shall have the meaning set forth in Section 2(c) of Schedule 1 
to Annex I.
    Advisory Council(s) shall have the meaning set forth in Section 
3(e)(i) of Annex I.
    Affiliate means the affiliate of a party, which is a person or 
entity that controls, is controlled by, or is under the same control as 
the party in question, whether by ownership or by voting, financial or 
other power or means of influence. References to Affiliate herein shall 
include any of their respective directors, officers, employees, 
affiliates, contractors, sub-contractors, grantees, sub-grantees, 
representatives, and agents.
    Agriculture Activity shall have the meaning set forth in Section 
2(e) of Schedule 3 to Annex I.
    Airport shall have the meaning set forth in Section 1.1.
    Airport Domain Advisory Council shall have the meaning set forth in 
Section 3(e)(i) of Annex I.
    Airport Improvement Project shall have the meaning set forth in the 
Preamble of Schedule 1 to Annex I.
    Airside Infrastructure Activity shall have the meaning set forth in 
Section 2(a) of Schedule 1 to Annex I.
    Alatona Irrigation Project shall have the meaning set forth in the 
Preamble of Schedule 3 to Annex I.
    Alatona Irrigation Project Objective shall have the meaning set 
forth in Section 1.1(c).
    Alatona Zone Advisory Council shall have the meaning set forth in 
Section 3(e)(i) of Annex I.
    ANAC means the Agence Nationale de l'A[eacute]ronautique Civile.
    ASECNA means the Agence pour la Securit[eacute] de la Navigation 
A[eacute]rienne en Afrique et [agrave] Madagascar.
    Attachments shall have the meaning set forth in Section 5.6.
    Audit Guidelines shall have the meaning set forth in Section 
3.8(d)(i).
    Audit Plan shall have the meaning set forth in Section 3.8(d)(iii).
    Auditor shall have the meaning set forth in Section 3(h) of Annex 
I.
    Auditor/Reviewer Agreement shall have the meaning set forth in 
Section 3(h) of Annex I.
    Bamako-S[eacute]nou Airport Improvement Project Objective shall 
have the meaning set forth in Section 1.1(a).
    Bank(s) means any bank holding a Permitted Account.
    Bank Agreement shall have the meaning set forth in Section 4(d) of 
Annex I.
    BDS shall have the meaning set forth in Section 4 of Schedule 2 to 
Annex I.
    Beneficiaries shall have the meaning set forth in Section 2(a) of 
Annex III.
    Bilateral Agreement shall have the meaning set forth in Section 
2.6.
    Board shall have the meaning set forth in Section 3(d)(i)(2) of 
Annex I.
    Chair shall have the meaning set forth in Section 3(d)(ii)(2)(A)(i) 
of Annex I.
    Civil Member shall have the meaning set forth in Section 
3(d)(ii)(2)(A) of Annex I.
    Civil Society Stakeholders shall have the meaning set forth in 
Section 3(e)(ii)(1) of Annex I.
    CNPI means the Centre National de la Promotion des Investissements.
    Community Activity shall have the meaning set forth in Section 2(d) 
of Schedule 3 to Annex I.
    Compact shall have the meaning set forth in the Preamble.
    Compact Goal shall have the meaning set forth in Section 1.1.
    Compact Implementation Funding shall have the meaning set forth in 
Section 2.1(a)(iii).
    Compact Records shall have the meaning set forth in Section 3.8(b).
    Compact Reports shall have the meaning set forth in Section 
3(d)(ii)(3)(C) of Annex I.
    Compact Term shall have the meaning set forth in Section 1.3.
    Contract shall have the meaning set forth in Section 3(f) of Annex 
I.
    Contractor shall have the meaning set forth in Section 3(f) of 
Annex I.
    COSCAP shall have the meaning set forth in Section 4 of Schedule 1 
to Annex I.
    Covered Provider shall have the meaning set forth in Section 
3.8(d)(iv).
    Designated Rights and Responsibilities shall have the meaning set 
forth in Section 3.2(c).
    Detailed Budget shall have the meaning set forth in Section 
4(a)(ii) of Annex I.
    DNCPN means the Direction Nationale du Controle de la Pollution et 
des Nuisances.
    Director General shall have the meaning set forth in Section 
3(d)(iii) of Annex I.
    Disbursement Agreement shall have the meaning set forth in Section 
4.1(a).
    EA shall have the meaning set forth in Section 6(a) of Annex I.
    EIA shall have the meaning set forth in Section 6(a) of Annex I.
    EMP shall have the meaning set forth in Section 6(a) of Annex I.
    EMS shall have the meaning set forth in Section 6 of Schedule 1 to 
Annex I.
    Entry into Force shall have the meaning set forth in Section 1.3.
    Environmental Guidelines shall have the meaning set forth in 
Section 2.3(d).
    Evaluation Component shall have the meaning set forth in Section 1 
of Annex III.
    Exempt Uses shall have the meaning set forth in Section 2.3(e)(ii).
    Final Evaluation shall have the meaning set forth in Section 3(a) 
of Annex III.
    Finance Activity shall have the meaning set forth in Section 2(f) 
of Schedule 3 to Annex I.
    Financial Plan Annex shall have the meaning set forth in the 
Preamble of Annex II.
    Fiscal Accountability Plan shall have the meaning set forth in 
Section 4(c) of Annex I.
    Fiscal Agent shall have the meaning set forth in Section 3(g)(i) of 
Annex I.
    Fiscal Agent Agreement shall have the meaning set forth in Section 
3(g)(i) of Annex I.

[[Page 69244]]

    GDP means gross domestic product.
    Goal Indicator shall have the meaning set forth in Section 2(a) of 
Annex III.
    Governance Agreement shall have the meaning set forth in Section 
4.1(b).
    Governing Document shall have the meaning set forth in Section 
3(c)(i)(9) of Annex I.
    Government shall have the meaning set forth in the Preamble.
    Government Affiliate means an Affiliate, ministry, bureau, 
department, agency, government, corporation or any other entity 
chartered or established by the Government or local government in Mali. 
References to Government Affiliate shall include any of their 
respective directors, officers, employees, affiliates, contractors, 
sub-contractors, grantees, sub-grantees, representatives, and agents.
    Government Member shall have the meaning set forth in Section 
3(d)(ii)(2)(A) of Annex I.
    Government Party shall have the meaning set forth in Section 
3.8(e)(i).
    Government Responsibilities shall have the meaning set forth in 
Section 3.2(a).
    Ha means hectare.
    Implementation Document shall have the meaning set forth in Section 
3(a) of Annex I.
    Implementation Letter shall have the meaning set forth in Section 
3.5(a).
    Implementing Entity shall have the meaning set forth in Section 
3(f) of Annex I.
    Implementing Entity Agreement shall have the meaning set forth in 
Section 3(f) of Annex I.
    Indicators shall have the meaning set forth in Section 2(a) of 
Annex III.
    Industrial Park shall have the meaning set forth in Section 1(a) of 
Annex I.
    Industrial Park Project shall have the meaning set forth in the 
Preamble of Schedule 2 to Annex I.
    Industrial Park Project Objective shall have the meaning set forth 
in Section 1.1(b).
    Inspector General shall have the meaning set forth in Section 
3.8(d)(i).
    Institutional Strengthening Activity for the Airport Improvement 
Project shall have the meaning set forth in Section 2(c) of Schedule 1 
to Annex I.
    Institutional Strengthening Activity for the Industrial Park 
Project shall have the meaning set forth in Section 2(c) of Schedule 2 
to Annex I.
    Irrigation Activity shall have the meaning set forth in Section 
2(b) of Schedule 3 to Annex I.
    Land Activity shall have the meaning set forth in Section 2(c) of 
Schedule 3 to Annex I.
    Landside Infrastructure Activity shall have the meaning set forth 
in Section 2(b) of Schedule 1 to Annex I.
    Lien shall have the meaning set forth in Section 2.3(g).
    Local Account shall have the meaning set forth in Section 4(d)(ii) 
of Annex I.
    M&E shall have the meaning set forth in Section 3 of Annex I.
    M&E Annex shall have the meaning set forth in the Preamble of Annex 
III.
    M&E Plan shall have the meaning set forth in Section 2(d) of Annex 
I.
    Mali shall have the meaning set forth in the Recitals.
    Management shall have the meaning set forth in Section 3(d)(i)(2) 
of Annex I.
    Material Agreement shall have the meaning set forth in Section 
3(c)(i)(4) of Annex I.
    Material Re-Disbursement shall have the meaning set forth in 
Section 3(c)(i)(7) of Annex I.
    MCA shall have the meaning set forth in the Recitals.
    MCA Eligibility Criteria shall have the meaning set forth in 
Section 3.7.
    MCA-Mali shall have the meaning set forth in Section 3(b)(i) of 
Annex I.
    MCA-Mali Web site shall have the meaning set forth in Section 5.17.
    MCC shall have the meaning set forth in the Preamble.
    MCC Disbursement shall have the meaning set forth in Section 
2.1(b)(i).
    MCC Disbursement Request shall have the meaning set forth in 
Section 4(b) of Annex I.
    MCC Funding shall have the meaning set forth in Section 2.1(a).
    MCC Indemnified Party shall have the meaning set forth in Section 
5.8.
    MCC Representative shall have the meaning set forth in Section 
3(d)(ii)(2)(B)(i) of Annex I.
    MFIs means microfinance institutions.
    Monitoring Component shall have the meaning set forth in Section 1 
of Annex III.
    MSMEs shall have the meaning set forth in Section 4 of Schedule 2 
to Annex I.
    Multi-Year Financial Plan shall have the meaning set forth in 
Section 4(a)(i) of Annex I.
    Multi-Year Financial Plan Summary shall have the meaning set forth 
in Section 1 of Annex II.
    NGOs shall have the meaning set forth in Section 1(b) of Annex I.
    Objective(s) shall have the meaning set forth in Section 1.1.
    Objective Indicator shall have the meaning set forth in Section 
2(a) of Annex III.
    Observer shall have the meaning set forth in Section 3(d)(ii)(2)(B) 
of Annex I.
    Officer shall have the meaning set forth in Section 3(d)(iii)(1) of 
Annex I.
    ON shall have the meaning set forth in Section 1.1(c).
    Outcomes shall have the meaning set forth in Section 1 of Annex 
III.
    Outcome Indicator shall have the meaning set forth in Section 2(a) 
of Annex III.
    Output Indicator shall have the meaning set forth in Section 2(a) 
of Annex III.
    Party or Parties shall have the meaning set forth in the Preamble.
    Permitted Account(s) shall have the meaning set forth in Section 
4(d) of Annex I.
    Permitted Designee shall have the meaning set forth in Section 
3.2(c).
    Pledge shall have the meaning set forth in Section 3(c)(i)(8) of 
Annex I.
    Primary and Secondary Infrastructure Activity shall have the 
meaning set forth in Section 2(a) of Schedule 2 to Annex I.
    Principal Representative shall have the meaning set forth in 
Section 5.2.
    Procurement Agent shall have the meaning set forth in Section 3(i) 
of Annex I.
    Procurement Agent Agreement shall have the meaning set forth in 
Section 3(i) of Annex I.
    Procurement Guidelines shall have the meaning set forth in Section 
3.6(a).
    Procurement Plan shall have the meaning set forth in Section 3(i) 
of Annex I.
    Program shall have the meaning set forth in the Recitals.
    Program Annex shall have the meaning set forth in the Preamble of 
Annex I.
    Program Assets shall have the meaning set forth in Section 
2.3(e)(iii).
    Program Objective shall have the meaning set forth in Section 1.1.
    Project shall have the meaning set forth in Section 1.2.
    Project Activity shall have the meaning set forth in Section 2(a) 
of Annex I.
    Project Objective shall have the meaning set forth in Section 1.1.
    Proposal shall have the meaning set forth in the Recitals.
    Provider shall have the meaning set forth in Section 2.4(b).
    PRSP shall have the meaning set forth in Section 1(b) of Annex I.
    RAP shall have the meaning set forth in Section 6(a) of Annex I.
    Re-Disbursement shall have the meaning set forth in Section 
2.1(b)(ii).
    Resettlement Activity shall have the meaning set forth in Section 
2(b) of Schedule 2 to Annex I.
    Revenue Authority shall have the meaning set forth in Section 
2(c)(v) of Schedule 3 to Annex I.

[[Page 69245]]

    Reviewer shall have the meaning set forth in Section 3(h) of Annex 
I.
    Road Activity shall have the meaning set forth in Section 2(a) of 
Schedule 3 to Annex I.
    Special Account shall have the meaning set forth in Section 4(d)(i) 
of Annex I.
    STIs means sexually transmitted infections.
    Supplemental Agreement shall have the meaning set forth in Section 
3.5(b).
    Supplemental Agreement between the Parties means any agreement 
between MCC on the one hand, and the Government, any Government 
Affiliate or Permitted Designee on the other hand.
    Supplemental Agreement Term Sheets shall have the meaning set forth 
in Section 4.1(c).
    Target shall have the meaning set forth in Section 2(a) of Annex 
III.
    Tax(es) shall have the meaning set forth in Section 2.3(e)(i).
    United States Dollars, US$ or $ shall have the meaning set forth in 
Section 2.1(d).
    United States Government means any branch, agency, bureau, 
government corporation, government chartered entity or other body of 
the Federal government of the United States.
    USAID shall have the meaning set forth in Section 5 of Schedule 1 
to Annex I.
    VOCs shall have the meaning set forth in Section 3 of Schedule 3 to 
Annex I.
    Voting Member means each Government Member and each Civil Member.
    WAEMU shall have the meaning set forth in Section 4 of Schedule 1 
to Annex I.
    Work Plan shall have the meaning set forth in Section 3(a) of Annex 
I.
    WUAs shall have the meaning set forth in Section 2 of Schedule 3 to 
Annex I.

Exhibit B--List of Certain Supplemental Agreements

    1. Fiscal Agent Agreement.
    2. Procurement Agent Agreement.
    3. Bank Agreement.
    4. Form of Implementing Entity Agreement.

Schedule 2.1(a)(iii)--Compact Implementation Funding

    The Compact Implementation Funding provided pursuant to Section 
2.1(a)(iii) of this Compact shall support the following activities:
    (a) Fiscal and procurement administration activities;
    (b) Administrative activities including start-up costs such as 
staff salaries and administrative support expenses of MCA-Mali (or a 
mutually acceptable Government Affiliate) such as rent, computers and 
other information technology or capital equipment;
    (c) Baseline surveys for M&E and
    (d) Additional work for feasibility studies.
    The total amount of funds disbursed in accordance with Section 
2.1(a)(iii) shall not exceed the amount set forth in Section 
2.1(a)(iii).

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 Re-Disbursement, including 
for the Projects described herein, MCC, the Government (or a mutually 
acceptable Government Affiliate) and MCA-Mali 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 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. Sixty-four percent 
of Mali's approximate 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 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 and small and medium-sized 
enterprises, 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 industrial park to be located within the Airport 
domain (``Industrial Park'') will provide properly managed and serviced 
land for businesses and will leverage reforms that will decrease the 
cost of doing business in Mali. 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, demand-driven 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 and small and medium-size entrepreneurs, 
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. 
MCC-financed 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.

[[Page 69246]]

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 non-governmental organizations and U.S. non-governmental 
organizations) played an active role in developing the Millennium 
Challenge Account proposal. Local non-governmental organizations 
(``NGOs''), including village-level women's associations, were directly 
involved in the process through numerous on-site 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 Objectives; (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 MCA-Mali 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 Re-Disbursements) 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 Multi-Year 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''). MCA-Mali shall adopt each 
Implementation Document in 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, MCA-Mali 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 MCA-Mali 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 MCA-Mali is duly authorized 
and organized, sufficiently staffed and empowered to carry out fully 
the

[[Page 69247]]

Designated Rights and Responsibilities. Without limiting the generality 
of the preceding sentence, MCA-Mali 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 MCA-Mali, (ii) 
between the Government, a Government Affiliate, MCA-Mali 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, MCA-Mali 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 MCA-Mali (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, MCA-Mali or any of their respective 
Affiliates;
    (7) Any Re-Disbursement that requires such MCC approval under 
applicable law, any Governing Document, or any other Supplemental 
Agreement (each, a ``Material Re-Disbursement'');
    (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 MCA-Mali (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 MCA-Mali;
    (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 MCA-Mali;
    (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 MCA-Mali or in the composition or size of the 
Management, and the filling of any vacant position of any Officer or 
other key employee of MCA-Mali, and (C) any material change in the 
composition or size of any Advisory Council;
    (14) Any decision by MCA-Mali 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 Government Affiliate, MCA-Mali 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) MCA-Mali.
    (i) General. Unless otherwise agreed by the Parties in writing, 
MCA-Mali 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 MCA-Mali shall not assign, 
delegate or contract any of the Designated Rights and Responsibilities 
without the prior written consent of the Government and MCC. MCA-Mali 
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, MCA-Mali 
shall consist of (A) an independent board of directors (the ``Board'') 
to oversee MCA-Mali'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) non-voting observers identified below.

[[Page 69248]]

    (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 Prime Minister's Office, appointed as 
the chair (``Chair'') as provided in the Governing Documents;
    (ii) Representative from the Ministry of Equipment and Transport;
    (iii) Representative from the Ministry of Economy and Finance;
    (iv) Representative from the Ministry for Investment Promotion and 
Small and Medium-Size Industries;
    (v) Representative from the Ministry of Agriculture;
    (vi) Representative from the Ministry of 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 non-voting 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 a two (2) year 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 MCA-Mali, 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 MCA-Mali 
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 MCA-Mali (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 MCA-Mali, 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 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 MCA-Mali and (B) Officers 
shall not be held personally liable for the actions or omissions of the 
Board, MCA-Mali 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 MCA-Mali 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 MCA-Mali. 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. MCA-Mali shall 
provide a written waiver and acknowledgement that no fiduciary duty to 
MCA-Mali 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

[[Page 69249]]

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; (H) Director of Industrial Park Project; 
and (I) Director of Alatona Irrigation Project. Each person holding the 
position in any of the sub-clauses (A) through (I), 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 MCA-Mali 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 MCA-Mali, 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 MCA-Mali 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 and the Industrial Park Project (``Airport 
Domain Advisory Council''); and (2) an advisory council to the Board 
representing the beneficiaries of the Alatona Irrigation Project (the 
``Alatona Zone Advisory Council,'' together with the Airport Domain 
Advisory Council, the ``Advisory Councils'' and each an ``Advisory 
Council''), which Advisory Councils shall be independent of MCA-Mali 
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 fifteen 
(15) voting members and shall be composed of representatives of 
relevant banking organizations, microfinance institutions, farmer 
associations, women's associations, chambers of commerce, local 
government, anti-corruption 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 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 MCA-Mali regarding the implementation of this Compact. At the 
request of any Advisory Council, MCA-Mali 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, MCA-Mali 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 
MCA-Mali 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, 
MCA-Mali may engage one or more Government Affiliates to implement and

[[Page 69250]]

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 
MCA-Mali 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 MCA-Mali 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 MCA-Mali engages 
a fiscal agent following an international competitive process (a 
``Fiscal Agent''), who shall be responsible for, among other things: 
(1) Assisting MCA-Mali in preparing the Fiscal Accountability Plan; (2) 
ensuring and certifying that Re-Disbursements 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) Re-Disbursement from, and cash 
management and account reconciliation of, any Permitted Account 
established and maintained for the purpose of receiving MCC 
Disbursements and making Re-Disbursements (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 Re-Disbursements 
(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 MCA-Mali engages a new Fiscal Agent, 
subject to approval by the Board and MCC. The Government shall ensure 
that MCA-Mali 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 
MCA-Mali 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 MCA-Mali 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 MCA-Mali 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 MCA-Mali 
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, MCA-Mali, 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 MCA-Mali 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 MCA-Mali pursuant to 
the Disbursement Agreement (the ``Procurement Plan''), unless MCA-Mali 
and MCC otherwise agree in writing.

4. Finances and Fiscal Accountability

    (a) Multi-Year Financial Plan; Detailed Budget.
    (i) Multi-Year Financial Plan. The multi-year financial plan for 
the Program, showing the estimated amount of MCC Funding allocable to 
each Project (and related Project Activities), the administration of 
the Program (and its components) and the monitoring and evaluation of 
the Program (the ``Multi-Year 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 MCA-Mali 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.

[[Page 69251]]

    (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 Re-Disbursement 
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 Multi-Year Financial Plan or Detailed Budget. 
Notwithstanding anything to the contrary in this Compact, MCA-Mali may 
amend the Multi-Year 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 as shown in Annex II), without amending 
this Compact so long as MCA-Mali 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 Objectives and the Implementation Documents; (2) shall not 
materially adversely impact the applicable Project, Project Activity 
(or any component thereof), or any activity under Program 
administration or M&E as shown in Annex II; (3) shall not cause the 
amount of MCC Funding to exceed the aggregate amount specified in 
Section 2.1(a) of this Compact; and (4) 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, MCA-Mali shall deliver to MCC a revised Detailed Budget, 
together with a revised Multi-Year Financial Plan, reflecting such 
amendment, along with the next MCC Disbursement Request.
    (b) Disbursement and Re-Disbursement. The Disbursement Agreement, 
as amended from time to time, shall specify the terms, conditions and 
procedures on which MCC Disbursements and Re-Disbursements 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 MCA-Mali 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 in tranches to a Permitted 
Account 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, MCA-Mali and other 
relevant parties in furtherance of this Compact. Re-Disbursements 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 Re-Disbursement in accordance with any Governing Document and 
Disbursement Agreement; provided, however, unless otherwise agreed by 
the Parties in writing, no Re-Disbursement shall be made unless and 
until the written approvals specified herein and in any Governing 
Document and the Disbursement Agreement for such Re-Disbursement 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, MCA-Mali 
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) Re-Disbursements, 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 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 interest-bearing 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 to 
which funds deposited in the Special Account will be transferred for 
the purpose of making Re-Disbursements; and
    (iii) Such other interest-bearing 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 thereon. All MCC Funding held in 
an interest-bearing Permitted Account shall earn interest at a rate of 
no less than such amount as the Parties may agree in the applicable 
Bank Agreement or otherwise. MCC shall have the right, among others, to 
view any Permitted Account statements and activity directly on-line, 
where feasible, or at such other frequency as the Parties may otherwise 
agree. By such time as shall be specified in the Disbursement Agreement 
or as otherwise agreed by the Parties, the Government shall ensure 
that, for each Permitted Account, MCA-Mali enters into an agreement 
with the applicable Bank, satisfactory to MCC, that sets forth the 
signatory authority, access rights, anti-money laundering and anti-
terrorist financing provisions, and other terms related to the 
Permitted Account (each, a ``Bank Agreement''). For purposes of this 
Compact, the banks holding an account referenced in Sections 4(d) of 
this Program Annex are each a ``Bank'' and are collectively referred to 
as the ``Banks.''

5. Transparency; Accountability

    Transparency and accountability to MCC and to the beneficiaries are 
important aspects of the Program and the Projects. Without limiting the 
generality of the foregoing, and in an effort to achieve the goals of 
transparency and accountability, the

[[Page 69252]]

Government shall ensure that MCA-Mali:
    (a) Establishes an e-mail suggestion box as well as a means for 
other written comments that interested persons may use to communicate 
ideas, suggestions or feedback to MCA-Mali;
    (b) Considers as a factor in its decisionmaking the recommendations 
of the Advisory Councils;
    (c) Develops and maintains, in a timely, accurate and appropriately 
comprehensive manner, the MCA-Mali Web site that includes postings of 
information and documents in English and French;
    (d) Posts on the MCA-Mali Web site, and otherwise makes publicly 
available via appropriate means (including television, radio and 
print), in the appropriate language the following documents or 
information from time to time:
    (i) This Compact;
    (ii) All minutes of the meetings of the Board and the meetings of 
the Advisory Councils, unless otherwise agreed by the Parties;
    (iii) The M&E Plan, as amended from time to time, along with 
periodic reports on Program performance;
    (iv) Such financial information as may be required by this Compact, 
the Disbursement Agreement or any other Supplemental Agreement, or as 
may otherwise be agreed from time to time by the Parties;
    (v) All Compact Reports;
    (vi) All audit reports by an Auditor and any periodic reports or 
evaluations by a Reviewer;
    (vii) All relevant environmental impact assessments and supporting 
documents, and such other environmental documentation as MCC may 
request;
    (viii) A copy of the Disbursement Agreement, as amended from time 
to time;
    (ix) A copy of any document relating to the formation, organization 
and governance of MCA-Mali, including all Governing Documents, together 
with any amendments thereto; and
    (x) A copy of the Procurement Guidelines, any procurement policies 
or procedures and standard documents, certain information derived from 
each Procurement Plan (as specified in the Disbursement Agreement), and 
all bid requests and notifications of awarded contracts.

6. Environmental Accountability

    (a) The Government shall ensure that MCA-Mali (or any other 
Permitted Designee) (i) undertakes and completes any environmental 
impact assessments (each, an ``EIA''), any environmental assessment 
(each an ``EA''), environmental management plans (each, an ``EMP'') and 
resettlement action plans (each, a ``RAP''), each in form and substance 
satisfactory to MCC, and as required under the laws of Mali, the 
Environmental Guidelines, this Compact or any Supplemental Agreement or 
as otherwise required by MCC; and (ii) undertakes to implement any 
environmental and social mitigation measures identified in such 
assessments or plans to MCC's satisfaction.
    (b) The Government shall commit to fund all necessary costs of 
environmental mitigation (including costs of resettlement) not 
specifically provided for in the budget for any Project.

Schedule 1 to Annex I--Airport Improvement Project

    This Schedule 1 generally describes and summarizes the key elements 
of the project that the Parties intend to implement in furtherance of 
the Bamako-S[eacute]nou Airport Improvement Project Objective (the 
``Airport Improvement Project''). Additional details regarding the 
implementation of the Airport Improvement Project will be included in 
the Implementation Documents and in the relevant Supplemental 
Agreements.

1. Background

    Economic growth and poverty reduction depend on enhanced access to 
markets and trade, but Mali's access is severely constrained. The 
Airport Improvement Project will expand Mali's access to markets and 
trade through improvements to the transportation infrastructure at the 
Airport, and better management of the national air transport system. 
The Government recognizes the importance of improved air transportation 
infrastructure. Mali's PRSP for 2002 includes rehabilitation of Airport 
infrastructure to ``promote access of Malian producers to domestic and 
international markets.''
    Mali, a landlocked country, depends heavily on inadequate rail and 
road networks that result in high transportation costs, as well as on 
freight transport through seaports in neighboring countries, such as 
Conakry, Guinea (Bamako's closest port which is 1000 km away) and 
Abidjan, Cote d'Ivoire. In the last few years, the instability in Cote 
d'Ivoire has dramatically limited Mali's market access. Before the 
outbreak of the Ivorian crisis, 70% of Malian exports were transported 
via the port of Abidjan. In 2003, this amount dwindled to less than 18% 
due to the aforementioned crisis. Mali cannot control overland routes 
to international and regional markets. Therefore, air traffic has 
become Mali's lifeline for transportation of both passengers and export 
products.
    The deteriorating conditions at the Airport will soon limit the 
Airport's capacity to handle air traffic growth if significant capital 
improvements are not made. The Airport's basic infrastructure dates 
from 1974, is in poor condition, and is inadequate to handle increased 
passenger and cargo traffic. On the airside, the runway is too short to 
accommodate large aircraft without take-off load penalties, the 
aeronautical pavements urgently need resurfacing and reinforcement, the 
air navigation aids are reaching the end of their useful life, and 
airfield security is deficient. On the landside, the passenger terminal 
building is too small to handle current traffic volumes at acceptable 
levels of service, and the facilities and equipment are in poor 
physical condition.

2. Summary of Project and Related Project Activities

    The Airport Improvement Project is intended to remove constraints 
to air traffic growth and increase the Airport's efficiency in both 
passenger and freight handling through airside and landside 
infrastructure improvements, as well as the establishment of 
appropriate institutional mechanisms to ensure effective management, 
operation, and maintenance of the Airport facilities over the long 
term. The Airport Improvement Project includes the following Project 
Activities:
     Airside Infrastructure. Improvements will include 
reinforcement overlay to, and expansion of, the runway, taxiway, and 
apron areas; replacement of deteriorating navigational equipment; and 
upgrades of Airport security systems.
     Landside Infrastructure. Improvements will be made to the 
existing passenger terminal and a new passenger terminal will be 
constructed, as well as support facilities, airport roads, and parking 
lots. Certain utilities, including water supply, solid waste disposal 
facilities, wastewater treatment, and power generation, are also 
planned to be constructed and designed as joint systems to support both 
the proposed investments at the Airport and the adjacent Industrial 
Park.
     Institutional Strengthening. Infrastructure improvements 
will be accompanied by the establishment of appropriate institutional 
mechanisms to ensure effective management, operation and maintenance of 
the Airport facilities over the long term. These measures will involve 
both the management of the

[[Page 69253]]

Airport, as well as the wider regulatory framework governing the civil 
aviation sector in Mali.
    In connection with the Project Activities, MCA-Mali will assist and 
take all necessary steps to ensure that the joint EIA, EMP/EMS, 
including an HIV/AIDS awareness plan, and RAP (consistent with World 
Bank Operational Policy 4.12 on Involuntary Resettlement) for all 
activities of the Airport Improvement Project and the Industrial Park 
Project are processed and permits delivered in accordance with Mali 
Decr[eacute]t No. 03-594-P-RM on environmental impact studies and the 
Environmental Guidelines, all of which will be subject to MCC approval. 
MCC Funding will support implementation of the environmental and social 
mitigation measures identified in the EIA, EMP/EMS, and RAP, in a 
manner satisfactory to MCC, according to the conditions precedent set 
forth in the Disbursement Agreement.
    The M&E Plan (described in Annex III) will set forth anticipated 
results and, where appropriate, regular benchmarks that may be used to 
monitor the progress of the implementation of the Airport Improvement 
Project. Performance against these benchmarks, as well as the overall 
impact of the Airport Improvement Project, will be assessed and 
reported at the intervals to be specified in the M&E Plan, or as 
otherwise agreed by the Parties, from time to time. The Parties expect 
that additional indicators will be identified during implementation of 
the Airport Improvement Project. The expected results from, and the key 
benchmarks to measure progress on, the Airport Improvement Project, as 
well as the Project Activities undertaken or funded thereunder, are set 
forth in Annex III.
    Estimated amounts of MCC Funding for each Project Activity for the 
Airport Improvement Project are identified in Annex II. Conditions 
precedent to each Project Activity under the Airport Improvement 
Project, and the sequencing of such Project Activities, shall be set 
forth in the Disbursement Agreement, other Supplemental Agreements and 
the relevant Implementation Documents. The following summarizes each 
Project Activity under the Airport Improvement Project:
    (a) Airside Infrastructure (the ``Airside Infrastructure 
Activity'').
    Although the existing aircraft pavements, runway, and parking apron 
surfaces are functional, they are more than thirty years old and 
detailed studies have indicated that they will deteriorate without 
near-term improvements. In addition to being in poor condition, the 
runway is also one of the shortest in West Africa, which has further 
constrained the Airport's ability to attract air services to Mali and 
retain them. This Project Activity will improve the design parameters 
(geometry and bearing strength) of the airside infrastructure and 
improve safety and security operations such that the Airport can more 
efficiently accommodate a greater volume of air traffic and heavier 
loads in the future. Specifically, MCC Funding will support the 
following:
    (i) Resurfacing, reinforcement, and expansion of the runway, apron, 
and aircraft pavement areas through (1) a structural overlay to apron, 
taxiway, and runway areas; (2) an extension of the runway of at least 
400 meters; and (3) an extension of the taxiway connector aircraft 
parking apron to provide a location for additional aircraft overnight 
staging and a back-up for smaller domestic and charter aircraft.
    (ii) Replacement and upgrading of existing aging navigational aids 
to bring Airport facilities up to a ``common level of service,'' as the 
equipment has reached the end of its useful life. The extension of the 
runway will also require additions to the airfield lighting system.
    (iii) Improvement to airfield security will include (1) a perimeter 
security road; (2) explosives detection, x-ray, and handheld metal 
detection equipment; (3) security identification/access and video 
surveillance systems; and (4) a central security control point and 
communications equipment.
    (b) Landside Infrastructure (the ``Landside Infrastructure 
Activity'').
    Due to limited expansion over the past 32 years, the ability of the 
terminal to accommodate passenger traffic has steadily deteriorated to 
the point that it operates at IATA Level of Service ``F'' (chronic 
congestion and frequent system breakdown). The existing ground support 
equipment facilities are inefficient, outdated, and lacking in space 
for storage of materials; their current location separates passenger 
activities from Airport support operations, with a resulting negative 
impact on the functionality and security of the Airport. As passenger 
and cargo traffic increase over the next 10-15 years, significant 
utility infrastructure improvements will also be needed to meet 
projected demand. This Project Activity will expand the size, quality, 
and operational efficiency of the Airport's landside infrastructure so 
that it can accommodate significant increases in passenger and cargo 
traffic in the future. Specifically, MCC Funding will support the 
following:
    (i) Upgrade of the passenger terminal facilities by (1) 
refurbishing the existing Terminal A's passenger ticketing, lounge, and 
passport control areas; (2) expanding the existing Terminal B's 
immigration and baggage areas; and (3) constructing a new passenger 
terminal building.
    (ii) Enhancement of support facilities and equipment for ground 
support vehicles and materials, Airport maintenance and auxiliary 
equipment areas, and fire-fighting vehicles.
    (iii) Provision for road and terminal parking improvements to 
improve current circulation areas and meet future projected needs.
    (iv) Construction of supporting utility infrastructure, much of 
which will be shared with the Industrial Park Project, to handle the 
projected service requirements of the Airport. In particular, 
wastewater, water, solid waste, power, telecommunications, and drainage 
systems will be improved and enhanced.
    (c) Project Activity: Institutional Strengthening (the 
``Institutional Strengthening Activity'').
    Under the present division of jurisdictions, a number of entities 
have responsibility for the civil aviation sector in Mali in general 
and the regulation, oversight, management, operation, and development 
of the Airport in particular. The Ministry of Equipment and Transport 
has overall responsibility, with oversight and regulation of the civil 
aviation sector and airports delegated to a new independent agency, 
ANAC. The Airport's maintenance and operation responsibilities are 
split between the air navigation service provider, ASECNA, for airside 
facilities and the Airport operator, A[eacute]roports du Mali 
(``AdM''), for landside facilities. ASECNA is responsible for the 
``technical'' aspects of the Airport, including the runway, taxiways, 
apron, airfield lighting, navigational aids, control tower, 
telecommunications and fire fighting and rescue facilities. AdM, in 
turn, is responsible for the ``commercial'' aspects of the Airport, 
including the passenger terminal, landside roads and parking, cargo 
terminal, flight kitchen and freight forwarders' facilities. According 
to the existing institutional arrangements, both organizations operate 
and maintain facilities put at their disposal by the Government.
    Specifically, MCC Funding will support the following:
    (i) Reinforcement of the new civil aviation regulatory and 
oversight agency (ANAC) by providing technical assistance to establish 
a new organizational structure, administrative

[[Page 69254]]

and financial procedures, staffing and training, and providing 
equipment and facilities.
    (ii) Rationalization and reinforcement of the Airport's management 
and operations agency (AdM) by providing technical assistance to 
establish a model for the management of the Airport and the long-term 
future status and organizational structure of AdM, including provision 
for eventual private sector participation.

3. Beneficiaries

    Improvements in the airside and landside facilities in the Airport 
are intended to support economic growth through (a) increased revenue 
generated by growth in passenger and aircraft traffic, and (b) 
increases in the value and volume of goods shipped through the Airport. 
Direct beneficiaries include passengers who spend less time going 
through Airport procedures prior to boarding, additional Airport 
services employees for Airport operations, baggage handling, and flight 
kitchen, as well as passenger terminal commercial concessions. An 
increase in foreign passengers implies additional substantial benefits 
for the tourism industry, both in terms of increased revenues to hotels 
and restaurants and additional employment and wages.
    The indirect impact of the Airport Improvement Project through 
increased tourism and impact on the informal sector could have a 
significant effect on growth and poverty reduction. Increased demand 
for airline services should have significant additional long-term 
benefits for Mali as tourist facilities expand in tandem with increased 
tourism. Further, new business travelers may translate into additional 
foreign investment for Mali which could transform the economic profile 
of the country.
    The informal sector active around the Airport will benefit from an 
expansion of Airport passenger and cargo traffic. Since unemployment 
and underemployment in the Bamako region are substantial, a proportion 
of new service employees are likely to transfer from low paying, 
sporadic informal activity to higher paying, steady work at the 
Airport, an additional important indirect benefit to the economy.
    A majority of those impacted by the Airport Improvement Project are 
expected to be women since official Malian employment data indicate 
that 82% of hotel and restaurant workers in Bamako are women. Women 
also account for 56% of the informal sector and the majority of working 
women in Bamako are employed in the informal sector. Further analysis 
using data from specific surveys to be conducted, will provide more 
detailed and reliable data on employment and poverty in the Bamako 
area.

4. Donor Coordination; Role of Private Sector and Civil Society

    The Airport Improvement Project leverages and complements other 
donor, private sector and civil society activities in Mali as described 
below. Throughout implementation, MCC will continue to collaborate with 
these donors to strengthen the institutional reforms and broaden access 
to the Airport for passengers and goods.
USDOT Safe Skies for Africa (SSFA)
    The SSFA program is intended to promote sustainable improvements in 
aviation safety, security, and air navigation, and to support Africa's 
integration into the global economy. It is based on the premise that 
``Safe Skies'' are a prerequisite for increased trade and investment 
and long-term economic development in Africa. Specific goals of the 
SSFA program include: (a) Increasing the number of sub-Saharan African 
countries that meet ICAO safety standards (based on Federal Aviation 
Administration (FAA) assessments); (b) improving airport security in 
the region; and (c) improving regional air navigation services. SSFA 
coordinates activities of other agencies such as the FAA, TSA and the 
National Transportation Safety Board to improve the capacities of 
African aviation organizations.
World Bank
    The World Bank is assisting in the funding of a regional program in 
West and Central Africa aimed at improving civil aviation safety and 
security as a key element of improving the performance and 
affordability of air transportation and optimizing its role as an 
engine of economic and social development. With respect to Mali, a 
country agreement under this program focuses on strengthening the 
oversight capacities of ANAC and improving Airport security and safety, 
including the provision of civil aviation authority equipment, Airport 
screening equipment, a crisis center to meet ICAO requirements, some 
Airport infrastructure and consulting services aimed at reform and 
capacity building.
    The World Bank has also signed an agreement with the Government for 
the ``Mali Growth Support Project'' which includes, among other 
activities, loan financing for the development of Airport and 
industrial park facilities located within the Airport domain. It also 
includes assistance aimed at strengthening the management of the 
Airport and Industrial Park. The program is to be realized between 2006 
and 2011.
COSCAP/WAEMU
    Mali is a signatory of a recent agreement involving the West 
African Economic and Monetary Union (``WAEMU'') and Mauritania and 
ICAO, referred to as Cooperative Operational Safety and Continuing 
Airworthiness Project (``COSCAP''), with the goal of promoting the 
security and safety of aviation in the West African region. Under this 
agreement, a permanent community agency of safety and security is to be 
established, with the aim of achieving better efficiency and economy by 
means of the common use of resources on the part of the signatory 
countries.
Private Sector and Civil Society
    Private sector and civil society participated in the consultative 
process that resulted in inclusion of the Airport Improvement Project 
in the Compact. This Project aims to leverage investment by businesses 
in the Airport, as well as through businesses that benefit from Airport 
traffic (including airlines, ground support operators, retail 
concessions, businesses exporting and importing through the Airport, 
tourism operators, etc.), so efforts will be made to continue to 
involve their feedback on the design and implementation of this 
Project. Both civil society and the private sector will be represented 
on the MCA-Mali Board of Directors and Advisory Councils. In addition, 
consultations on the EIA will be conducted with affected parties and 
other stakeholders, in accordance with the Environmental Guidelines, 
Mali Decr[eacute]t No. 03-594-P-RM on environmental impact studies, and 
the draft Arr[ecirc]te Interministeriel on the procedure for public 
consultation on environmental impact studies. Also, consultations of 
persons affected by the Airport Improvement Project will be conducted 
for the RAP, consistent with World Bank Operational Policy 4.12 on 
Involuntary Resettlement.

5. U.S. Agency for International Development (``USAID'')

    Both USAID-funded ``Mali Finance'' and ``Mali Trade'' projects have 
improved the value chains of agricultural products such as mangoes and 
green beans. These high value products have strong potential for 
increased exportation via air freight.

6. Sustainability

    The Airport Improvement Project will build on recent Government 
efforts to

[[Page 69255]]

reform the Malian civil aviation sector through the Institutional 
Strengthening Activity, providing technical assistance to both ANAC and 
AdM. The Airport Improvement Project will also assist in improving the 
maintenance and operation of the Airport by ensuring the implementation 
of efficient, transparent and effective private participation in the 
management of the Airport, in collaboration with relevant Government 
entities, as well as the private sector. Environmental and social 
sustainability is expected to be achieved through the development and 
implementation of an EMP that will guide construction activities and 
implementation of pollution control for new and rehabilitated 
infrastructure. An Environmental Management System (``EMS'') will be 
developed to provide for continuing environmental sustainability of 
Airport operations. AdM and the DNCPN will receive technical assistance 
to develop environmental capacity during the Compact Term. AdM will be 
required to seek ISO 14000 certification prior to the end of the 
Compact Term. AdM will also be required to hire an Airport and 
Industrial Park environmental manager to oversee the implementation of 
environmental requirements.

7. Proposals

    Public solicitations for proposals are anticipated to procure 
goods, works and services, as appropriate, to implement all Project 
Activities under the Airport Improvement Project. MCA-Mali will 
develop, subject to MCC approval, a process for consideration of all 
such proposals. Notwithstanding the foregoing, MCA-Mali may also 
consider, using a process developed subject to MCC approval, any 
unsolicited proposals it might receive.

8. Government Obligation

    The Government shall assure the provision of adequate financing for 
the rehabilitation and expansion of air cargo facilities.

Schedule 2 to Annex I--Industrial Park Project

    This Schedule 2 generally describes and summarizes the key elements 
of the project that the Parties intend to implement in furtherance of 
the Industrial Park Project Objective (the ``Industrial Park 
Project''). Additional details regarding the implementation of the 
Industrial Park Project will be included in the Implementation 
Documents and in the relevant Supplemental Agreements.

1. Background

    An adequate water supply, reliable power, wastewater treatment 
systems, and solid waste disposal are necessary to attract 
entrepreneurs and promote economic growth. Currently, Mali lacks the 
infrastructure to provide these services reliably. The Industrial Park 
Project will create this necessary infrastructure to respond to the 
pent-up demand for serviced industrial land. Through an MCC-funded 
demand study conducted in January 2006, Malian business owners strongly 
expressed a willingness to pay for good quality land with solid 
infrastructure and reliable services. The Industrial Park Project also 
aims to reduce the excessive cost and time of setting up and running 
businesses in Mali. Out of all manufacturing projects licensed by the 
CNPI, only a fraction are implemented. This poor implementation rate is 
a current concern of the Government and steps have been taken to 
improve the business climate and provide the necessary infrastructure 
through MCC's investment. In addition to contributing to the efforts 
toward policy and institutional reform, the Industrial Park Project 
will provide business services to support small- and medium-sized 
enterprises.

2. Summary of Project and Related Project Activities

    The Industrial Park Project, located within the Airport domain, 
will develop a platform for industrial activity (100 hectares (``ha'') 
initially) to meet the high and growing demand for industrial land. The 
Industrial Park is intended to be an anchor for a growing industrial 
sector in Mali, thereby alleviating a key constraint to value-added 
production and economic growth. Reliable provision of utility services, 
including electricity, water, and wastewater, will increase business 
productivity. This Project will leverage national reforms in the 
business sector, reducing the cost and time to register a business, and 
enhance management and planning of the industrial sector. The 
Industrial Park Project includes the following Project Activities:
     Primary and Secondary Infrastructure. The Industrial Park 
Project will fund primary and secondary infrastructure systems for the 
100 ha Industrial Park, designed for potential expansion to a larger 
200 ha industrial zone (as identified in the Proposal). The primary 
infrastructure will include major road systems and utilities such as 
water supply mains and pump stations. Secondary infrastructure will 
include roads leading into Industrial Park subzones as well as lateral 
water/drainage piping, etc. to service the smaller parcels. The 
tertiary (on-lot) infrastructure, including interior roads and parking, 
water supply taps/connections and fire protection, electrical and 
telecommunications, and wastewater collection (and possibly 
pretreatment), are all to be financed and built by the industries 
locating in the Industrial Park.
     Resettlement. Resettlement activities, which must be 
consistent with World Bank Operational Policy 4.12 on Involuntary 
Resettlement, require compensation for loss of livelihoods as a result 
of both physical and economic displacement. The scope of this 
displacement is larger than the 200 ha acquisition of land and 
compensation of users for the Industrial Park. Common infrastructure 
facilities for wastewater treatment, power generation, water supply, 
conveyance and storage, and solid and hazardous waste disposal serve 
both the Industrial Park and the Airport. All of these infrastructure 
facilities require acquisition and clearing of land and rights of way 
outside the Industrial Park, both inside and outside the Airport 
domain. To compensate peri-urban cultivators who practice rain-fed 
agriculture in the Airport domain and whose lands are required for the 
Industrial Park Project and the Airport Improvement Project, the 
Industrial Park Project will develop serviced garden plots offered on a 
long-term (e.g., 40-year) lease on land elsewhere in the Airport 
domain. Acquisition of other land for infrastructure and rights of way 
located outside the Airport domain will also require compensation, the 
nature of which will be determined during the development of the RAP, 
which will cover the resettlement and compensation issues related to 
both the Industrial Park Project and the Airport Improvement Project.
     Institutional Strengthening. Infrastructure improvements 
will be accompanied by the establishment of appropriate mechanisms that 
will ensure effective management, operation and maintenance of the 
facilities over the long term. These mechanisms will involve the 
management of the Industrial Park itself, as well as administrative and 
regulatory reforms to alleviate current constraints to business 
development in Mali. To encourage the development of small- and medium-
sized enterprises, the Industrial Park Project will provide business 
services such as access to financial and market information and export 
facilitation services. The Industrial Park Project will also focus on 
how to ensure

[[Page 69256]]

coordination in operations and maintenance of shared utilities between 
the Airport and Industrial Park operators.
    In connection with the Project Activities, MCA-Mali will assist and 
take all necessary steps to ensure that the joint EIA, EMP/EMS, 
including an HIV/AIDS awareness plan, and RAP (consistent with World 
Bank Operational Policy 4.12 on Involuntary Resettlement) for all 
activities of the Industrial Park Project and the Airport Improvement 
Project are processed and permits delivered in accordance with Mali 
Decr[eacute]t No. 03-594-P-RM on environmental impact study and the 
Environmental Guidelines, all of which will be subject to MCC approval. 
MCC Funding will support implementation of the environmental and social 
mitigation measures as identified in the EIA, EMP/EMS, and RAP, 
satisfactory to MCC, according to the conditions precedent set forth in 
the Disbursement Agreement.
    The M&E Plan (described in Annex III) will set forth anticipated 
results and, where appropriate, regular benchmarks that may be used to 
monitor the progress of the implementation of the Industrial Park 
Project. Performance against these benchmarks, as well as the overall 
impact of the Industrial Park Project, will be assessed and reported at 
the intervals to be specified in the M&E Plan, or as otherwise agreed 
by the Parties, from time to time. The Parties expect that additional 
indicators will be identified during implementation of the Industrial 
Park Project. The expected results from, and the key benchmarks to 
measure progress on, the Industrial Park Project, as well as the 
Project Activities undertaken or funded thereunder, are set forth in 
Annex III.
    Estimated amounts of MCC Funding for each Project Activity for the 
Industrial Park Project are identified in Annex II. Conditions 
precedent to each Project Activity under the Industrial Park Project, 
and the sequencing of such Project Activities, shall be set forth in 
the Disbursement Agreement, any other Supplemental Agreements and the 
relevant Implementation Documents. The following summarizes each 
Project Activity under the Industrial Park Project:
    (a) Primary and Secondary Infrastructure (the ``Primary and 
Secondary Infrastructure Activity'').
    The Primary and Secondary Infrastructure Activity will involve the 
building of necessary infrastructure and the reliable provision of 
utility services for the Industrial Park. Consistent with international 
best practices, the Industrial Park Project's primary and secondary 
infrastructure has been sized to meet projected demand for land over a 
20-year horizon (100 ha within a larger 200 ha zone). As plots are 
marketed and leased, the industries themselves will build the on-lot 
buildings and facilities to begin operations. This Project Activity 
will provide the backbone for the first modernly managed, serviced 
industrial park in Mali, meeting the significant immediate and 
projected need for industrial space in the country. Specifically, MCC 
Funding will support the following:
    (i) Transportation improvements including construction of a primary 
road, adjustment and construction of traffic rotaries, and development 
of internal access roads and sidewalks, to handle the projected traffic 
for the Industrial Park. In addition, some earthworks (leveling and 
compacting) are required due to existing site topography.
    (ii) Wastewater collection and treatment including construction of 
a wastewater treatment plant (to be shared with the Airport Improvement 
Project), pumping station, and collection system, as there is currently 
no adequate system available in the Airport domain.
    (iii) Solid and hazardous waste treatment and disposal through the 
development of a Government landfill site located east of the Airport 
domain or an alternative incinerator facility. Solid and hazardous 
waste cells will be constructed to meet the projected waste arising 
from the Airport Improvement Project and Industrial Park Project.
    (iv) Power generation and distribution by funding a 20 MW co-
generation power plant to be shared with the Airport Improvement 
Project, along with high-tension lines, transformers, back-up emergency 
generators, and electric substations.
    (v) Water treatment and supply through development of a water 
treatment plant and pump station west of the Airport domain, to be 
shared with the Airport Improvement Project. In addition, the 
Industrial Park Project will fund water storage tanks and an enhanced 
distribution network for the Airport domain.
    (vi) Telecommunications improvements by installing backbone fiber-
optic cable network.
    (vii) Surface drainage improvements, including retention basins, 
drainage canal improvements, and stormwater collection drains, to 
control and retain storm water runoff, especially during the rainy 
season.
    (viii) Security improvements such as a perimeter security fence 
will be required for the new Industrial Park.
    (b) Resettlement (the ``Resettlement Activity'').
    The Resettlement Activity will involve resettlement compensation 
for all those economically or physically displaced as a result of the 
Industrial Park Project and related support infrastructure, which will 
be shared by the Industrial Park Project and the Airport Improvement 
Project. Specifically, MCC funding will support the following:
    (i) Development of serviced garden plots on approximately 20 ha of 
the Airport domain, to be offered on a long-term (e.g., 40-year) lease 
to replace the loss of resources (physical or conomic displacement) of 
those cultivating or otherwise using the Industrial Park area or other 
parts of the Airport domain where land acquisition is required for the 
common infrastructure. The specific area needed will depend upon the 
cadastral mapping of lands and identification of rights holders, to be 
provided by the Government, for lands required by the Project 
Activities within the Airport domain.
    (ii) Final design and implementation of siting and designs of 
serviced market gardening plots, based on consultation with those 
affected and agreement on the location.
    (iii) Compensation, which could include serviced garden plots or 
other forms of compensation, for those physically or economically 
displaced in locations outside the Airport domain that are required for 
infrastructure construction and rights of way, based on the locations 
of the infrastructure and the analysis to be conducted in the RAP.
    (c) Institutional Strengthening (the ``Institutional Strengthening 
Activity'').
    Currently, enterprises in the Bamako area have one major option for 
industrial land--Sotuba, located in the Bamako region and one of the 
few industrial zones in the country. Unfortunately, Sotuba is 
unsuitable for further industrial development. Roads are unpaved, 
narrow, and congested; water and electricity connections are 
inadequate; drainage is poor, with flooding common in the rainy season; 
and there is no control on the kind or location of uses in the 
industrial zone, so that slaughterhouses are located next to milk 
factories and residential areas have encroached into industrial spaces. 
The problems of Sotuba can be directly attributed to a lack of initial 
planning and the absence of an appropriate management structure to 
supervise the development and the ongoing operation of the industrial 
zone. Specifically, MCC Funding will support the following:
    (i) Recruitment and start-up of a private operator, selected 
through

[[Page 69257]]

international tender, to manage the day-to-day operations of the 
Industrial Park.
    (ii) Support to businesses in the Industrial Park and other related 
organizations to the Industrial Park. This will involve limited support 
services to small- and medium-sized enterprises in areas such as access 
to financial and market information and export facilitation. As part of 
this sub-activity, the Industrial Park will also coordinate closely 
with and support organizations responsible for attracting and approving 
industrial projects, as well as with regulatory and licensing bodies.
    (iii) Coordination in operations and maintenance of shared 
utilities between the Airport and Industrial Park operators. This will 
also involve coordination with utility companies and other Government 
agencies involved in approving, managing, and operating utilities that 
will serve the Industrial Park and Airport.

3. Beneficiaries

    The industrial sector in Mali currently accounts for eight percent 
of GDP. The IMF projections suggest that industry (manufacturing, 
mining, energy, and construction) will continue to expand at more than 
a six percent annual rate through 2010. Manufacturing output accounts 
for about one-third of all industrial activity, with the majority of 
manufacturing firms located in the Bamako region.
    The tenants of the Industrial Park would be start-up and relocated 
businesses--both attracted by a convenient site, good infrastructure, 
and support services. Existing firms will choose to relocate to the 
Industrial Park if the gains in efficiency more than compensate their 
relocation costs and higher expenses on utilities such as water and 
power. While the exact pattern of investments in the Industrial Park 
cannot be predicted, it is expected that the agro-processing, printing, 
packaging, and information technology-related firms will constitute the 
main sector of activities. Based on current trends, business ownership 
is most likely to be Malian, although there may also be joint ventures.
    Direct beneficiaries will be firms locating in the Industrial Park, 
especially small and medium enterprises with fewer alternatives, who 
will benefit from improved infrastructure and services. Employees of 
these firms also constitute direct beneficiaries of this Project. Firms 
that will supply the Industrial Park with goods and services will also 
benefit from the Project, adding to the employment impact.
    It is expected that the indirect benefits will be considerably 
greater than the direct benefits, encouraging prospective entrepreneurs 
and investors through an improved business climate and better 
infrastructure. Shifting even a portion of Malian real estate 
investments to value-added activities would also contribute to poverty 
reduction.

4. Donor Coordination; Role of Private Sector and Civil Society

    The Industrial Park Project leverages and complements other donor, 
private sector and civil society activities in Mali as described below. 
This Project will continue to collaborate closely with these actors 
throughout implementation to support private management of, and attract 
new businesses to invest in, the Industrial Park.
World Bank
    Among other objectives, the World Bank ``Mali Growth Support 
Project'' aims to improve the investment climate to increase total 
factor productivity and growth; assist in the development of 
infrastructure with a focus on the Airport and Industrial Park; expand 
the telecommunications network; make various infrastructure 
improvements for tourism and mining; and increase term financing for 
micro-, small-, and medium-sized enterprises (``MSMEs'') and provide 
business development services (``BDS''). The Industrial Park Project 
also complements the World Bank Agriculture and Diversification Project 
which aims to increase agricultural productivity and diversification 
into higher value crops.
Other Donors
    The Industrial Park Project complements other donors' programs, 
such as the Dutch Development Agency's activities in agricultural 
diversification and marketing, agricultural processing, improved water 
management, and institutional strengthening in the ON zone. The Dutch 
Development Agency has recently approved financing for a cold storage 
facility in Bamako that will be located in the Airport domain. This 
facility will be used for mangoes and other high value agricultural 
products, such as green beans and potatoes.
Private Sector and Civil Society
    Private sector and civil society participated in the consultative 
process that resulted in inclusion of the Industrial Park Project in 
the Compact. The Industrial Park Project aims to leverage investment by 
the private sector in the Industrial Park, so efforts will be made to 
continue to seek private sector and civil society feedback on the 
design and implementation of the Industrial Park Project. Both the 
private sector and civil society will be represented on the Board and 
Advisory Councils. In addition, consultations on the EIA will be 
conducted with affected parties and other stakeholders, in accordance 
with the Environmental Guidelines, Mali Decr[eacute]t No. 03-594-P-RM 
on environmental impact studies and the draft Arr[ecirc]te 
Interministeriel on the procedure for public consultation on 
environmental impact studies. Also, consultations of persons affected 
by the Industrial Park Project will be conducted for the RAP, 
consistent with World Bank Operational Policy 4.12 on Involuntary 
Resettlement.

5. USAID

    The Industrial Park Project will build on USAID's efforts during 
implementation and strengthen best practices in agricultural and 
financial support to farmers and capacity building of API-Mali.
     Mali Finance provides business development services 
through financial institutions and other partners, such as MSMEs and 
MFIs, especially in northern Mali. Through this project, USAID is 
supporting the establishment and start-up of API-Mali, the investment 
promotion agency, responsible for promoting, approving and regulating 
industrial activity in Mali.
     Trade Mali provides marketing support and targets six 
agricultural sectors: mango, potato, red meat, rice, shea butter, and 
sesame.

6. Sustainability

    MCC will support the recruitment and start-up of a private operator 
to manage the Industrial Park and will finance limited business support 
services to tenants of the Industrial Park. To encourage the creation 
and growth of MSMEs, the Industrial Park Project will help MSMEs access 
financial and market information, as well as export facilitation 
services. In addition, the Industrial Park Project will focus on how to 
ensure coordination in operations and maintenance of shared utilities 
between the Airport and Industrial Park operators.
    Environmental and social sustainability provisions for the 
Industrial Park will be similar to those for the Airport Improvement 
Project. In addition, agreement to adhere to pre-established site 
standards and requirements for pollution control, such as pre-treatment 
of effluents and appropriate management of waste, will be pre-
requisites for installation by industry into the Industrial Park. Site

[[Page 69258]]

standards and requirements will be outlined in the EMP and EMS.

7. Proposals

    Public solicitations for proposals are anticipated to procure 
goods, works and services, as appropriate, to implement all Project 
Activities under the Industrial Park Project. MCA-Mali will develop, 
subject to MCC approval, a process for consideration of all such 
proposals. Notwithstanding the foregoing, MCA-Mali may also consider, 
using a process developed subject to MCC approval, any unsolicited 
proposals it might receive.

Schedule 3 to Annex I--Alatona Irrigation Project

    This Schedule 3 generally describes and summarizes the key elements 
of the project that the Parties intend to implement in furtherance of 
the Alatona Irrigation Project Objective (the ``Alatona Irrigation 
Project''). Additional details regarding the implementation of the 
Alatona Irrigation Project will be included in the Implementation 
Documents and in the relevant Supplemental Agreements.

1. Background

    MCC's investments will support the development of key 
infrastructure and policy reform for productive sectors and capitalize 
on one of Mali's major assets, the Niger River Delta, for irrigated 
agriculture. The Alatona Irrigation Project will create a platform for 
increased production and productivity of agriculture and 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. Agriculture is a vital economic sector, 
contributing 40% to GDP. Eighty percent of the population earns a 
living from agriculture. MCC's investments in this sector will be 
strengthened by policy reforms and institutional support such as formal 
land titles for farmers, demand-driven rural advisory services, an 
improved business environment, and increased access to markets and 
trade. The hard and soft investments will impact the poor in Mali, 
particularly Malian farmers and small and medium-size entrepreneurs, 
not only in the Alatona zone but, over time, on a national and regional 
scale.
    The Alatona zone is located in the ON. The term ON refers both to 
the geographical zone and the authority charged with the management of 
water resources and agricultural support in the zone. The ON comprises 
one million ha of a vast fossilized inland delta whose rich, alluvial 
soils can be irrigated via a gravity-fed system from the Niger River, 
the largest river in West Africa. Its waters are highly suitable for 
irrigation with low sediment and salt content, minimizing the risk of 
salinization. Recognized as a high potential agricultural zone, the 
French colonial administration established an extensive hydrological 
network of diversions, canals, and drains in the 1930s. Rice production 
has been the dominant agricultural activity since 1970, with some 
counter-season horticultural production. Approximately 77,000 ha are 
under production today, with the possibility for expansion to 200,000 
ha, with further infrastructure investment.

2. Summary of the Alatona Irrigation Project and Related Project 
Activities

    The Alatona Irrigation Project is focused on increasing production 
and productivity, increasing farmer incomes, improving land tenure 
security, modernizing irrigated production systems and mitigating the 
uncertainty from subsistence rain-fed agriculture. It seeks to develop 
16,000 ha of newly irrigated lands, representing an almost 20% increase 
of ``drought-proof'' cropland and a 7% increase of the country's total 
stock of fully or partially irrigated land. The Alatona Irrigation 
Project will introduce innovative agricultural, land tenure, and water 
management practices, as well as policy and organizational reforms 
aimed at realizing the ON's potential to serve as an engine of rural 
growth for Mali. The Project Activities that are funded under this 
Project are:
     Niono-Goma Coura Road. This Project Activity will upgrade 
an 81 km north-south road within the national highway network from its 
current earth/gravel condition to a paved standard. The investment will 
also include an additional access spur to the Alatona perimeter at the 
village of Dogofry.
     Irrigation Planning and Infrastructure. This Project 
Activity will involve main conveyance system expansion, Alatona 
irrigation system development, and support to the ON agency on water 
management.
     Land Allocation. The Alatona Irrigation Project will 
improve rural land tenure security in Mali by allocating newly 
developed, irrigated land to family farmers, women market gardeners, 
and farming companies in private ownership. These land recipients will 
purchase the land by making annual payments over a 15-20 year period. 
This Project Activity consists of land parcel creation, land rights 
education, registration system upgrade, land parcel allocation and 
titling, and management of land revenues.
     Resettlement, Social Infrastructure, and Social Services. 
This Project Activity will compensate families residing in the 
perimeter or with rights to land therein consistent with World Bank 
Operational Policy 4.12 on Involuntary Resettlement by offering land in 
the irrigation perimeter or, if the land option is not chosen, other 
compensation alternatives. This Project Activity will provide social 
infrastructure, to serve these project-affected persons plus incoming 
settlers and other migrant families and also support social services 
(primarily education and health staff) during the last three years of 
the Compact Term.
     Agricultural Services. This Project Activity will support 
a range of agricultural, institutional and related services to 
strengthen capacity and improve agricultural practice through applied 
agricultural research, extension and farmer training, support to farmer 
organizations, and support to water users associations (``WUAs'').
     Financial Services. This Project Activity will encourage 
agricultural lending by reducing the risks of extending credit in this 
newly developed zone, improving transparency within the existing 
financial system, and strengthening the capabilities of local financial 
institutions through a credit risk sharing program, microfinance credit 
bureau strengthening, financial institution capacity building, and 
direct support to farmers.
    In connection with the Project Activities (other than the Road 
Activity, except as provided in Section 2(a) below), MCA-Mali will 
assist and take all necessary steps to ensure that the EIA, EMP 
(including an HIV/AIDS awareness plan and a pest management plan), and 
RAP (consistent with World Bank Operational Policy 4.12 on Involuntary 
Resettlement) for all irrigation activities of the Alatona Irrigation 
Project are processed and permits delivered in accordance with Mali 
Decr[eacute]t No. 03-594-P-RM on environmental impact studies and the 
Environmental Guidelines, all of which will be subject to MCC approval. 
MCC funding will support implementation of the environmental and social 
mitigation measures as identified in the EIA, EMP, HIV/AIDS awareness 
plan, pest management plan and RAP, satisfactory to MCC, according to 
the conditions precedent set forth in the Disbursement Agreement.

[[Page 69259]]

    The M&E Plan (described in Annex III) will set forth anticipated 
results and, where appropriate, regular benchmarks that may be used to 
monitor the progress of the implementation of the Alatona Irrigation 
Project. Performance against these benchmarks, as well as the overall 
impact of the Alatona Irrigation Project, will be assessed and reported 
at the intervals to be specified in the M&E Plan, or as otherwise 
agreed by the Parties. The Parties expect that additional indicators 
will be identified during implementation of the Alatona Irrigation 
Project. The expected results from, and the key benchmarks to measure 
progress on, the Alatona Irrigation Project, as well as the Project 
Activities undertaken or funded thereunder, are set forth in Annex III.
    Estimated amounts of MCC Funding for each Project Activity for the 
Alatona Irrigation Project are identified in Annex II. Conditions 
precedent to each Project Activity under the Alatona Irrigation 
Project, and the sequencing of such Project Activities, shall be set 
forth in the Disbursement Agreement, any other Supplemental Agreements 
and the relevant Implementation Documents. The following summarizes 
each Project Activity under the Alatona Irrigation Project:
    (a) Niono-Goma Coura Road (the ``Road Activity'').
    The Road Activity involves the upgrading of a key segment of the 
national highway network serving the Alatona zone, providing vital 
access to inputs, markets, and social services to the Alatona zone and 
other farmers in the northern sector. The Niono-Goma Coura road forms 
the first 81 km of a 450 km road from Niono to Tonka, recently 
reclassified as National Road 33. It is presently an earth road with 
laterite surface and varying width of 6-7 meters, which has been 
compromised by erosion of the embankment slopes. The laterite is worn 
away in numerous locations, leading to washouts and difficult driving 
conditions during the wet season. Specifically, MCC Funding will 
support the following:
    (i) Double bitumen surface treatment paving of 81 km of National 
Road 33 (7 meter carriageway and 1.5 meter shoulders).
    (ii) Construction of a small bridge and 2 km spur to the village of 
Dogofry to provide a direct access from the Alatona perimeter to the 
main road network.
    (iii) Various social measures, such as parallel tracks to 
accommodate non-motorized traffic, of which there is a significant 
amount in and around the populated areas and safety measures for 
slowing traffic, as well as additional parking areas at the villages.
    Additionally, in connection with the Road Activity, MCA-Mali will 
assist and take all necessary steps to ensure that the EA, EMP 
(including an HIV/AIDS awareness plan), and RAP (consistent with World 
Bank Operational Policy 4.12 on Involuntary Resettlement) for the Road 
Activity of the Alatona Irrigation Project are processed and permits 
delivered in accordance with Mali Decr[eacute]t No. 03-594-P-RM on 
environmental impact studies and the Environmental Guidelines, all of 
which shall be subject to MCC approval; provided, however, that such 
EA, EMP and RAP may be processed as part of the EIA, EMP, and RAP for 
all other Project Activities (as described in Section 2 above). MCC 
funding will support implementation of the environmental and social 
mitigation measures as identified in the EA (or EIA, as applicable), 
EMP, and RAP, satisfactory to MCC, according to the conditions 
precedent set forth in the Disbursement Agreement.
    (b) Irrigation Planning and Infrastructure (the ``Irrigation 
Activity'').
    This Project Activity will increase the capacity of the ON's main 
conveyance structures (the Canal Adducteur, the Canal du Sahel and the 
Fala de Molodo) to ensure sufficient capacity to transport wet season 
water to all the developed perimeters. MCC Funding will support the ON 
in achieving physical capacity to realize its immediate development 
goals, improve and increase service, and to move toward a next 
generation of standards and operational water management procedures, 
based on best international practice. Specifically, MCC Funding will 
support the following:
    (i) Alatona irrigation system development, which will involve the 
construction of a primary canal off the main system, a 63 km 
distributor canal, a network of secondary and tertiary canals and 
drainage structures, as well as land leveling and internal access 
roads. This will allow for an additional 16,000 ha of irrigated lands 
in the Alatona zone.
    (ii) Main conveyance system expansion, which will increase the 
conveyance capacity of two main canals and an ancient riverbed that 
transport water from the Niger River to the ON irrigated zones. This 
will involve: (1) Removal of the central island separating the two 
branches of Canal Adducteur; (2) enlarging the main canal leading from 
the main conveyance canal (Canal du Sahel--23 km); and (3) raising the 
banks of the Fala de Molodo along approximately 8 km.
    (iii) Support to ON Water Management, which will provide technical 
assistance and equipment to the ON for installing and operationalizing 
a communications-based water management system as well as improving 
overall system management to ensure more efficient and effective water 
management throughout the ON system. This system will also provide the 
basis for data analysis and permitting flow adjustments according to 
climatic fluctuations and other water demand factors and will establish 
incentive structures for better on-farm water efficiency.
    (c) Land Allocation (the ``Land Activity'').
    Through the sale of irrigated land under the oversight of a 
selection commission, land will be allocated to small-, medium-, and 
large-scale farmers. A selection commission will select land recipients 
according to pre-defined criteria, and enforce safeguards designed to 
ensure transparency and fairness. The recipients will purchase the land 
at prices that are both affordable to farm families, yet high enough to 
discourage speculation. Land payments will be managed by private 
financial institutions, and land registration capacity will be 
bolstered. MCC Funding will support education and dissemination of 
information about land rights, benefits and responsibilities, and the 
allocation process in order to execute land allocation in an effective 
manner and for long term land management. In addition, the Alatona 
Irrigation Project will establish year-round market gardens for growing 
vegetables, to provide the women of the Alatona zone with an 
independent source of family income. This market garden opportunity 
supplements the opportunity women will have to receive larger land 
parcels though the selection commission process. Specifically, MCC 
Funding will support the following:
    (i) Land Parcel Creation. Land will be divided into tertiary 
irrigation blocks, and the land contained therein will be subdivided 
into individual land parcels. This sub-activity will include land 
parcel platting, boundary surveying, and preparation of a technical 
description of each parcel.
    (ii) Land Rights Education. A land-education effort will be carried 
out to provide the rural population of the Alatona zone and nearby 
areas with an understanding of private land ownership, the rights and 
responsibilities it entails, and the benefits it can bring. The effort 
also will inform people about the opportunity to acquire newly 
developed irrigated land, and work with land recipients on how

[[Page 69260]]

to properly manage their land rights and obligations.
    (iii) Registration System Upgrade. The Alatona Irrigation Project 
will support establishment of a temporary land registration office in 
the Alatona zone that will remain under the jurisdiction of the Sogou 
office of the National Directorate for State Property and Cadastre (a 
technical agency within the Ministry of State Property and Land). This 
temporary office will operate for the four-year period during which 
virtually all of the land will be allocated and titled. Once the 
initial wave of titling occurs, the Sogou office may choose to maintain 
the temporary office, or replace it with a more limited alternative 
depending upon demand and cost considerations.
    (iv) Land Parcel Allocation and Titling. A selection commission 
consisting of government officials and private stakeholder group 
representatives (both men and women), will review people's applications 
for land and decide who will receive land based on pre-defined 
criteria. The criteria include various technical and other 
qualifications, are differentiated by farm size, and give special 
consideration to people already in the Alatona zone,\1\ women, and 
young farmers. After a short waiting period, land recipients will 
receive land ownership titles that they will pay for over a 15-20 year 
period. In addition to this main land allocation effort, women in the 
Alatona zone will receive small land plots for use in market gardening.
---------------------------------------------------------------------------

    \1\ Those who currntly reside or use land in the Alatona zone 
will automatically be eligible to receive land.
---------------------------------------------------------------------------

    (v) Management of Land Revenues. This sub-activity will assure that 
land revenues are transparently managed and not co-mingled with other 
accounts and reinvested in locally responsive and appropriate ways in 
the Project area. This sub-activity will create a new entity (the 
``Revenue Authority'') to collect and manage the land purchase payments 
under Government oversight. Collection payment mechanisms will 
encourage the entry and participation of private financial institutions 
in the area. In cases when land owners fail to make the required 
payments, the Revenue Authority will manage resolution of the problem, 
up to and including executing a foreclosure action and public sale of 
the land to satisfy the debt.
    (d) Resettlement, Social Infrastructure, Social Services (the 
``Community Activity'').
    The Community Activity will provide funds to implement the RAP, 
build social infrastructure and support social services, primarily 
health staff and teachers, to ensure appropriate utilization of the 
social infrastructure.
    Specifically, MCC Funding will support the following:
    (i) Resettlement. This sub-activity will support implementation of 
the RAP previously developed in collaboration with the relevant 
Government agencies, to compensate approximately 800 families who lose 
land rights or access to resources, with land in the irrigated 
perimeter or, where the land option is refused, other compensation 
options. Physically relocated resettlers will be provided with 
construction materials or built houses. For reasons of social equity, 
this sub-activity will implement procedures to provide equitable access 
to both dry and rainy season water and additional supporting measures 
during the first year of farming to assist these agro-pastoralist 
families to take up irrigated rice cultivation successfully.
    (ii) Social Infrastructure. This sub-activity will provide social 
infrastructure and social services sufficient to serve an anticipated 
total population of approximately 60,000, including the resettlers, new 
settlers and other migrants. Access roads, potable water, sanitation, 
schools, health centers, public markets, warehouses, literacy and youth 
centers, laundry facilities and solar electricity supply for health 
centers and schools will be constructed or existing facilities 
renovated in accordance with international and national norms.
    (iii) Social Services. This sub-activity will support social 
services, primarily health staff and teachers, over the last three-year 
period of the Compact Term. Services will be provided according to 
population thresholds established by the Government on the basis of 
international and regional norms. This sub-activity will equip 
community health centers in the Alatona zone and health centers serving 
the larger area, as well as support a variety of health promotion and 
disease prevention activities related to obstetric care, nutrition, 
STIs, HIV/AIDs, malaria, schistosomiasis and intestinal worms. Limited 
support will be provided for maintenance of water supply and 
sanitation.
    (e) Agricultural Services (the ``Agriculture Activity'').
    The Agriculture Activity will focus on the basics of irrigated 
farming and will support a range of interventions that target capacity 
building, support, and techniques for rice, shallots, livestock and 
crop integration, and women's vegetable garden production. During the 
first two years of the Alatona Irrigation Project, while the road and 
core irrigation infrastructure are designed and constructed (the pre-
settlement phase), efforts will focus on building an institutional 
environment and testing agricultural, marketing, and water management 
practices focused on achieving farm profitability. The Project Activity 
will be conducted in pre-existing ON irrigated perimeters involving, to 
the extent feasible, collaboration with the ON, existing institutions, 
and entities. The pre-settlement phase will allow for the development, 
testing, and piloting of activities to be transferred and scaled up to 
the newly developed perimeter. Specifically, MCC Funding will support 
the following:
    (i) Applied Agricultural Research. This sub-activity includes 
undertaking field-level, applied technology research on rice production 
and processing; water use, control and management; agronomic practices; 
livestock enterprises and integration with irrigation; improved 
equipment and technologies; commodity chains development, including 
strengthening the supply system for agricultural inputs and equipment; 
identifying, testing, and promoting improved conservation techniques; 
processing technologies, and improving marketing of crops; and natural 
resource management and wood supply.
    (ii) Extension and Farmer Training. This sub-activity will include 
communication, extension, and training through a variety of low-cost, 
sustainable mechanisms and techniques that may include Farmer Field 
Schools, Training and Visit, farmer-to-farmer, stakeholder, and systems 
approaches. The focus of this sub-activity will include improving rice 
yields, production of dry season diversified crops, integrating crop 
and livestock production, improving water management, group promotion 
and formation, integrated pest management, organizational management, 
accounting and budgeting, and farmer rights and advocacy.
    (iii) Support to Farmer Organizations. This sub-activity will 
provide intensive organizational development and management training to 
help selected service providers and farmer-controlled organizations 
(including women's groups) increase capacity. This may include training 
on the preparation of by-laws and business plans; election of officers, 
personnel and group management; management by objectives; financial 
sustainability and credit management; knowledge of rights, facilitation 
and advocacy; group procurement of inputs and marketing; and accounting 
and financial

[[Page 69261]]

management capabilities and commercialization.
    (iv) Support to Water User Associations. This sub-activity will 
provide training to WUAs on organization management, cropping patterns 
and water requirements, secondary and tertiary canal maintenance 
planning, and establishing procedures for collecting and accounting for 
water fees.
    (f) Financial Services (the ``Finance Activity'').
    The Finance Activity will support agricultural development in the 
Alatona zone by promoting a sustainable, inclusive financial system and 
improving farmers' access to credit. Interventions will be focused on 
encouraging local financial institutions to move into the Alatona zone 
and on building their capacity and willingness to meet the financial 
services needs emerging from activities supported by the Alatona 
Irrigation Project. The Finance Activity will encourage financial 
institutions to lend to clients that have good prospects of success but 
may lack sufficient collateral or a suitable record of transactions to 
prove creditworthiness. It will also provide support to the ON Credit 
Bureau to strengthen its capacity to increase transparency among MFIs 
in the region. Direct support will also be provided to farmers to 
improve access to credit for first-time borrowers. Specifically, MCC 
Funding will support the following:
    (i) Credit risk sharing program. The credit risk sharing program 
will encourage eligible financial institutions to increase their 
lending to clients by reducing the risk of providing loans in the 
Alatona zone. MCC Funding will support risk sharing (up to 50%). 
Participating financial institutions will also be provided with 
technical assistance.
    (ii) Credit bureau strengthening. This sub-activity will finance: 
(1) A study to identify recommended improvements to the ON Credit 
Bureau and to test their feasibility; (2) development and acquisition 
of hardware and software necessary to create an electronic database 
(pending satisfactory completion of the feasibility study); and (3) 
training for ON Credit Bureau staff, among other changes as identified 
in the needs assessment and feasibility study.
    (iii) Financial institution capacity building. This sub-activity 
will provide training and technical assistance to financial 
institutions (banks and MFIs), focusing on areas such as risk analysis, 
portfolio management, and new product development in order to help 
financial institutions meet the needs of potential clients. In order to 
encourage MFIs to move rapidly into the Alatona zone, this sub-activity 
will also assist with a portion of the costs of setting up and staffing 
new offices.
    (iv) Direct support to farmers. In addition to training and support 
to farmer organizations, the Alatona Irrigation Project will provide 
financial assistance to improve access to credit for first-time 
borrowers. This sub-activity will provide a grant to assist new clients 
with paying a portion of the initial mandatory deposit required by MFIs 
in order for the new clients to access their first loan.

3. Beneficiaries

    As a result of the incremental agricultural production achieved 
through the Alatona Irrigation Project, incomes of farm owners, 
agricultural laborers in the Alatona, suppliers, transporters, 
processors, and traders will increase.
    The upgrading of the existing Niono-Goma Coura road is anticipated 
to lower vehicle operating costs (``VOCs'') and to generate time 
savings for road users. It is anticipated that the reduction in VOCs 
will be passed on to populations located along the road in the form of 
reduced rates of cargo spoilage and lower charges for the transport of 
cargo goods, including the transport of agricultural produce from the 
Alatona zone to regional markets in Niono and potentially national 
markets in Bamako.
    Finally, the Alatona Irrigation Project is also expected to 
generate non-quantified social, health, and education improvements 
through investment in social infrastructure in the Alatona zone and 
greater access through the Niono-Goma Coura road upgrade to existing 
health and social services facilities.

4. Donor Coordination; Role of Private Sector and Civil Society

    The Dutch Development Agency, French Development Agency, the World 
Bank, and USAID, in particular, have been working in the ON over the 
past several decades resulting in a more efficient, decentralized 
management structure, while increasing production and productivity of 
the Alatona zone. The Alatona Irrigation Project leverages and 
complements other donor, private sector and civil society activities in 
Mali as described below. Throughout implementation, MCC will continue 
to collaborate with these donors to ensure equitable water 
distribution, transfer of skills and knowledge in agriculture 
production, farm management and access to credit for the farmers. The 
Alatona Irrigation Project will involve close coordination with donors 
involved in strengthening the management of the ON agency to provide 
effective operations and maintenance of the irrigation infrastructure, 
as well as conformity with the established cropping calendar.
World Bank
    The Alatona Irrigation Project complements and reinforces several 
ongoing or recently launched World Bank programs as described below.
     National Project for Rural Infrastructure provides rural 
infrastructure for irrigation, transportation, clean water and 
sanitation, and institutional strengthening. In May 2005, this project 
launched a bid for small- and medium-scale farmers to purchase land in 
the pilot zone of Koumouna in the ON. This marked the ON's first 
experience of issuing land titles to individual farmers.
     Agricultural Competitiveness and Diversification Project 
aims to expand production and improve the productivity of diversified, 
high value commodities and to increase their export and market 
competitiveness; to remove logistical bottlenecks to increased 
exportation; to reinforce food security; and to promote rural credit 
and financing.
     Rural Community Development Project enhances the capacity 
of communities to propose and manage local development initiatives, 
including Communal Initiatives Funds and Local Productive Initiatives 
Funds.
Private Sector and Civil Society
    Private sector and civil society participated in the consultative 
process that resulted in inclusion of the Alatona Irrigation Project in 
the Compact. The Alatona Irrigation Project aims to attract farmers to 
purchase land and increase the revenue of farmers and farming 
enterprises. Businesses along the value chain will be integral to the 
success of this Project. In addition, civil society will play an active 
role to ensure that land allocation is fair and transparent and that 
social services are provided in the Alatona zone in a fair and 
equitable manner. Lastly, both civil society and private sector will be 
represented on the MCA-Mali Board of Directors and Advisory Councils. 
In addition, consultations will be conducted with affected parties and 
other stakeholders on the EIA for all Project Activities (other than 
the Road Activity) and the EA (or EIA, as applicable) for the Road 
Activity, in accordance with MCC Environmental Guidelines, Mali 
Decr[eacute]t No. 03-594-P-RM on environmental impact studies and the 
draft Arr[ecirc]te Interministeriel on the procedure for public 
consultation on environmental

[[Page 69262]]

impact studies. Consultations will also take place with project 
affected persons for the RAPs, consistent with World Bank Operational 
Policy 4.12 on Involuntary Resettlement. NGOs are also expected to play 
a role in implementation, particularly in the provision of health 
promotion activities.

5. USAID

    The Alatona Irrigation Project builds on the USAID's Accelerated 
Economic Growth and Trade Development Project (2003-2012), which 
includes the following sub-projects:
     Program in Development of Agricultural Production 
(PRODEPAM) includes agricultural intensification activities, 
appropriate technologies, animal feed, and natural resource management 
activities.
     Program on Shared Governance includes capacity building, 
planning, and financial management in the communes of Diabaly and 
Dogofry (the two municipalities located in the Alatona zone).
    The Alatona Irrigation Project will continue to build on these 
efforts during implementation and strengthen USAID best practices in 
agricultural support and capacity building in local governance within 
the Alatona zone.

6. Sustainability

     Sustainable Irrigation Management. To assure the long term 
success of the Alatona Irrigation Project, MCC will finance additional 
capacity on the main conveyance structures, as well as support the ON 
to achieve sustainable management of its entire stock of assets. A core 
element of this effort will be technical assistance to introduce a 
communications-based technology for real-time water monitoring and 
management on the main system. The Alatona Irrigation Project will 
collaborate with the ON to establish appropriate and equitable water 
allocation rules among the perimeters, optimum cropping calendars and 
practices (such as the adoption of short cycle varieties) and the 
gradual introduction of volumetric water charges, all aimed to make the 
most efficient use of scarce water during the critical months of the 
dry season. The MCC-financed technical assistance will assist the ON to 
develop revised expansion scenarios based on updated assumptions and 
practices, such that any further expansion does not jeopardize the 
minimum water requirements and functioning of the Alatona zone and 
other existing perimeters. In the existing ON irrigated perimeters, the 
water fees collected are adequate to cover approximately 90% of the 
operating and maintenance costs of the major distribution systems 
within the zones, with the Government assuming responsibility for the 
remaining costs. The Alatona Irrigation Project will address the 
utilization of revenues associated with land sales and water fees 
within the Alatona zone to fund the ongoing expenses of Alatona 
institutions during and beyond the Compact Term.
     Sustainable Road Maintenance. A new road maintenance 
agency, AGEROUTE, has recently been established with donor support. The 
major donors to the road sector (World Bank, European Union and African 
Development Bank) are promoting long term solutions to road 
maintenance, including more reliance on user fees to finance 
maintenance. The upgrading of the road to a double bituminous surface 
will result in estimated annual maintenance requirements falling within 
the range of the Government's current maintenance allocations for the 
road.
     Sustainable Rural Infrastructure Management. The Alatona 
Irrigation Project will finance initial recurrent costs of the social 
infrastructure so as to ``kick-start'' operations. Within the context 
of the country's decentralization program, the planning and 
implementation of these infrastructure and services will be carried out 
in close collaboration with the appropriate technical ministries and 
local authorities (in particular the communes), so as to ensure a 
smooth transition to sustainable provision of staffing, operations, and 
maintenance of all these facilities beyond the life of the Compact.
     Sustainable Access to Financial Services. The Finance 
Activity will provide MFIs and banks with training in agricultural 
credit and other aspects of managing the delivery of financial services 
to the inhabitants of the Alatona zone. This training should enable the 
financial institutions to better analyze the risks of extending credit 
in the Alatona zone and to better monitor and manage the repayment 
process. Meanwhile, the support to the ON Credit Bureau will promote 
transparency in the sector and provide institutions with better data 
from which to evaluate loan applications.
     Sustainable Management of Land Revenues. The Land Activity 
will create a new entity--the Revenue Authority--to collect and manage 
the revenues generated through land payments. MCC funding will support 
the costs of structuring this entity and providing some initial 
capacity building, until the Revenue Authority can support itself 
through the land revenues collected.
     Sustainable Agricultural Services. Skilled local 
institutions with proven capacity will be contracted to deliver 
services, and design and coordinate research activities. It will 
include on-station evaluation of varieties and/or technologies under 
development; on-farm confirmation and adaptation of existing research 
results; and participatory, farmer-led research. Eventually, 
involvement of farmers, farmer organizations, and a possible fee-for-
service approach could make the research demand-driven and partly 
funded by users.
     Environmental and Social Sustainability. Sustainability is 
to be achieved through the implementation of a land use and natural 
resources management plan (a prerequisite planning tool for the EIA), 
the identification of institutions responsible for natural resources 
management over the long term, and the implementation of an EMP that 
will incorporate an HIV/AIDS awareness plan and a pest management plan. 
Pre-settlement activities will provide the opportunity to test the 
sustainability of practices to be applied in the Alatona zone. 
Resettlers will be eligible to receive agricultural inputs for the 
first year and all cultivators will be able to receive technical 
assistance in farming techniques and training to improve their ability 
to secure credit. The provision of social infrastructure will allow 
improvements in health care, education, potable water supply and 
sanitation and the funding of social services will provide for a 
transition to full government funding of these services after the 
Compact Term.

7. Policy; Legal; and Regulatory Reform

    The Parties have identified the following policy, legal and 
regulatory reforms and actions that the Government shall pursue in 
support, and to reach the full benefits of the Alatona Irrigation 
Project, the satisfactory implementation of which will be conditions 
precedent to certain MCC Disbursements as provided in the Disbursement 
Agreement:
     The establishment of the Revenue Authority to manage the 
collection and use of land revenues generated through the Alatona 
Irrigation Project. The structure of the Revenue Authority and its 
operating guidelines will be subject to MCC approval.
     Within the Compact Term, and in any event no later than 
six to nine months prior to the end of the Compact Term, the 
identification of a fiduciary or liquidation agent to manage or 
liquidate

[[Page 69263]]

all of the remaining financial assets at the end of the Compact Term. 
The selection of the fiduciary or liquidation agent and the final plan 
for the disposition of financial assets from the credit risk sharing 
program in the Finance Activity will be subject to MCC approval.
     The execution of a memorandum of understanding between 
MCA-Mali and the ON that ensures equitable allocation of dry-season 
water among the ON zones, measured at the headworks of primary canals, 
prior to initial MCC Disbursement for the Project Activities within the 
Alatona Irrigation Project, other than the Road Activity.
     The provision of evidence by the Government of an agreed 
allocation of land for dry season and wet season cultivation in the 
Alatona zone prior to approval of final design of the first tranche of 
the irrigation and planning infrastructure sub-activity of the Alatona 
Irrigation Project.

8. Proposals

    Public solicitations for proposals are anticipated to procure 
goods, works and services, as appropriate, to implement all Project 
Activities under the Alatona Irrigation Project. MCA-Mali will develop, 
subject to MCC approval, a process for consideration of all such 
proposals. Notwithstanding the foregoing, MCA-Mali may also consider, 
using a process developed subject to MCC approval, any unsolicited 
proposals it might receive.

Annex II--Summary of Multi-Year Financial Plan

    This Annex II to the Compact (the ``Financial Plan Annex'') 
summarizes the Multi-Year Financial Plan for the Program. Each 
capitalized term in this Financial Plan 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 the Compact.

1. General

    A multi-year financial plan summary (``Multi-Year Financial Plan 
Summary'') is attached hereto as Exhibit A. By such time as specified 
in the Disbursement Agreement, MCA-Mali will adopt, subject to MCC 
approval, a Multi-Year Financial Plan that includes, in addition to the 
multi-year summary of estimated MCC Funding and the Government's 
contribution of funds and resources, an estimated draw-down rate for 
the first year of the Compact Term based on the achievement of 
performance milestones, as appropriate, and the satisfaction or waiver 
of conditions precedent. Each year, at least 30 days prior to the 
anniversary of the Entry into Force, the Parties shall mutually agree 
in writing to a Detailed Budget for the upcoming year of the Program, 
which shall include a more detailed budget for such year, taking into 
account the status of the Program at such time and making any necessary 
adjustments to the Multi-Year Financial Plan.

2. Implementation and Oversight

    The Multi-Year Financial Plan and each Detailed Budget shall be 
implemented by MCA-Mali, consistent with the approval and oversight 
rights of MCC and the Government as provided in this Compact, the 
Governing Documents and the Disbursement Agreement.

3. Estimated Contributions of the Parties

    The Multi-Year Financial Plan Summary identifies the estimated 
annual contribution of MCC Funding for Program administration, M&E and 
each Project. The Government's contribution of resources to Program 
administration, M&E and each Project shall consist of (a) ``in-kind'' 
contributions in the form of Government Responsibilities and any other 
obligations and responsibilities of the Government identified in this 
Compact, and (b) such other contributions or amounts as may be 
identified in this Compact (including adequate funding for the 
rehabilitation and expansion of air cargo facilities, as specified in 
Section 8 of Schedule 1 of Annex I) and in relevant Supplemental 
Agreements between the Parties or as may otherwise be agreed by the 
Parties; provided, in no event shall the Government's contribution of 
resources be less than the amount, level, type and quality of resources 
required effectively to carry out the Government Responsibilities or 
any other responsibilities or obligations of the Government under or in 
furtherance of this Compact.

4. Modifications

    The Parties recognize that the anticipated distribution of MCC 
Funding between and among the various activities for Program 
administration, M&E, the Projects and the Project Activities will 
likely require adjustment from time to time during the Compact Term. In 
order to preserve flexibility in the administration of the Program, as 
provided in Section 4(a)(iv) of Annex I, the Parties may, upon 
agreement of the Parties in writing and without amending the Compact, 
change the designations and allocations of funds among the Projects, 
the Project Activities, or any activity under Program administration or 
M&E, or between a Project identified as of the Entry into Force and a 
new project, without amending this Compact; provided, however, that 
such reallocation (a) is consistent with the Objectives and the 
Implementation Documents; (b) shall not materially adversely impact the 
applicable Project, Project Activity (or any component thereof), or any 
activity under Program administration or M&E as specified in this Annex 
II; (c) shall not cause the amount of MCC Funding to exceed the 
aggregate amount specified in Section 2.1(a) of this Compact; and (d) 
shall not cause the Government's obligations or responsibilities or 
overall contribution of resources to be less than specified in Section 
2.2(a) of this Compact, this Annex II or elsewhere in the Compact.

5. Conditions Precedent; Sequencing

    MCC Funding will be disbursed in tranches. The obligation of MCC to 
approve MCC Disbursements and Material Re-Disbursements for the Program 
is subject to satisfactory progress in achieving the Objectives and on 
the fulfillment or waiver of any conditions precedent specified in the 
Disbursement Agreement for the relevant activity under the Program. The 
sequencing of Project Activities or sub-activities and other aspects of 
how the Parties intend the Program to be implemented will be set forth 
in the Implementation Documents, including the Work Plan for the 
applicable Program (and each component thereof), and MCC Disbursements 
and Re-Disbursements will be made consistent with such sequencing.

[[Page 69264]]

[GRAPHIC] [TIFF OMITTED] TN30NO06.001

Annex III--Description of The M&E Plan

    This Annex III to the Compact (the ``M&E Annex'') generally 
describes the components of the M&E Plan for the Program. Except as 
defined in this M&E Annex, each capitalized term in this M&E Annex 
shall have the same meaning given such term elsewhere in this Compact.

1. Overview

    MCC and the Government (or a mutually acceptable Government 
Affiliate or Permitted Designee) shall formulate, agree to and the 
Government shall implement, or cause to be implemented, an M&E Plan 
that specifies (a) how progress toward the Compact Goal, Objectives, 
and the intermediate results of each Project and Project Activity set 
forth in this M&E Annex (the ``Outcomes'') will be monitored (the 
``Monitoring Component''); (b) a methodology, process and timeline for 
the evaluation of planned, ongoing, or completed Projects and Project 
Activities to determine their efficiency, effectiveness, impact and 
sustainability (the ``Evaluation Component''); and (c) other components 
of the M&E Plan described below. Information regarding the Program's 
performance, including the M&E Plan, and any amendments or 
modifications thereto, as well as periodically generated reports, will 
be made publicly available on the MCA-Mali Web site and elsewhere.

2. Monitoring Component

    To monitor progress toward the achievement of the Compact Goal, 
Objectives, and Outcomes, the Monitoring Component of the M&E Plan 
shall identify (a) the Indicators, (b) the party or parties 
responsible, the timeline, and the instrument for collecting data and 
reporting on each Indicator to MCA-Mali, and (c) the method by which 
the reported data will be validated.
    (a) Indicators. The M&E Plan shall measure the impacts of the 
Program using objective and reliable information (``Indicators''). Each 
Indicator will have one or more expected values that specify the 
expected results and expected time for the impacts to be achieved 
(``Target''). The M&E Plan will measure and report on Indicators at 
four

[[Page 69265]]

levels. First, the Indicator(s) at the Compact Goal level (``Goal 
Indicator'') will measure the impact of the overall Program and each 
Project. Second, the Indicators at the Objective level (``Objective 
Indicator'') will measure the final results of each of the Projects, 
including impacts on the intended beneficiaries identified in Annex I 
(collectively, the ``Beneficiaries''). Third, Indicators at the 
intermediate level (``Outcome Indicator'') will measure the results 
achieved under each of the Project Activities and will provide an early 
measure of the likely impact under each of the Projects. A fourth level 
of Indicators (``Output Indicator'') will be included in the M&E Plan 
to measure the direct outputs of Project Activities. All Indicators 
will be disaggregated by sex, income level and age, to the extent 
practicable. Subject to prior written approval from MCC, MCA-Mali may 
add Indicators or modify the Targets of existing Indicators.

                     Goal Indicators and Definitions
------------------------------------------------------------------------
                                                         Definition of
       Goal-level results              Indicator           Indicator
------------------------------------------------------------------------
Income of Airport services firms  Total revenue of    Total receipts of
 is increased.                     firms servicing     commercial
                                   the Airport.        concessions,
                                                       flight kitchens,
                                                       fuel suppliers,
                                                       and baggage
                                                       handling (US$).
Tourism income is increased.....  Total receipts of   Total receipts of
                                   hotels and          hotels and
                                   restaurants in      restaurants in
                                   Bamako.             Bamako (US$).
Industrial value added is         Gross value-added   Total earnings
 increased.                        of firms in the     including
                                   Industrial Park.    salaries and
                                                       taxes of firms
                                                       located in the
                                                       Industrial Park
                                                       (US$).
Poverty rate of existing Alatona  Poverty rate of     Poverty Headcount
 zone population is reduced.       existing Alatona    Ratio of existing
                                   zone population.    Alatona zone
                                                       population
                                                       (percent).
Income from irrigated             Real income from    Real annual income
 agricultural production in the    irrigated           from sale of
 Alatona zone is increased.        agricultural        agricultural
                                   production.         production per
                                                       household member
                                                       in the Alatona
                                                       zone (US$)\1\.
------------------------------------------------------------------------
\1\ Data to be disaggregated by current residents and newly
  settledpopulation to track whether resettled population's incomes are
  restored as compared to their baseline incomes. This indicator will
  also be disaggregated by sex.


                                       Compact Goal Baselines and Targets
----------------------------------------------------------------------------------------------------------------
        Goal-level Indicators                 Baseline                   Year 5                  Year 10
----------------------------------------------------------------------------------------------------------------
Total revenue of firms servicing the  $8                        $9                       $11
 Airport (million US$).
Total receipts of hotels and          133                       174                      226
 restaurants in Bamako (million US$).
Gross value-added of firms in the     0                         33                       106
 Industrial Park (million US$).
Poverty rate of existing Alatona      TBD\1\                    TBD                      TBD
 zone population (percent).
Real income from irrigated            0                         316                      725
 agricultural production (US$ per
 capita).
----------------------------------------------------------------------------------------------------------------
\1\ Baseline and targets will be determined through a combination of the following data collection activities:
  (1) resettlement action plan census under the Community Activity of the Alatona Irrigation Project, and (2)
  Baseline household survey conducted by Direction Nationale de la Statistique et de l'Informatique. Results are
  expected in 2007.


         Airport Improvement Project Indicators and Definitions
------------------------------------------------------------------------
                                                        Definition of
   Objective-level results          Indicator             indicator
------------------------------------------------------------------------
Number of foreign visitors    Annual foreign (non-  Foreign and non-
 is increased.                 resident) passenger   resident passengers
                               traffic.              arriving to and
                                                     departing from the
                                                     Airport per year
                                                     \1\ (number).
Passenger terminal services   Improved security     FAA audit report \2\
 are improved.                 and safety.
Outcome-level Results.......  Indicator...........  Definition of
                                                     Indicator.
Air traffic is increased....  Weekly flight         Aircraft arriving to
                               arrivals and          or departing from
                               departures.           the Airport per
                                                     week (number).
Increased efficiency of       Time required for     Average time for
 passenger terminal services.  passenger             passengers to
                               processing at         complete departure
                               departures and        or arrival
                               arrivals.             procedures at peak
                                                     hour at the Airport
                                                     (minutes).
------------------------------------------------------------------------
\1\ Indicator will be disaggregated by country of origin, purpose
  oftravel, and sex.
\2\ A qualitative Indicator will be developed in collaboration with
  airport sector experts and according to FAA standards. Yearly targets
  will be milestones.


                               Airport Improvement Project Indicators and Targets
----------------------------------------------------------------------------------------------------------------
     Objective-level indicators               Baseline                   Year 5                  Year 10
----------------------------------------------------------------------------------------------------------------
Annual foreign (non-resident)         126,300                   164,780                  214,000
 passenger traffic (number).
Improved security and safety at the   TBD                       TBD                      TBD
 Airport.
Outcome-level Indicators............  ........................  .......................  .......................
Weekly flight arrivals and            87                        97                       106
 departures (number).

[[Page 69266]]

 
Time required for passenger           TBD                       Baseline minus 60        Baseline minus 60
 processing at departures and                                    minutes                  minutes \2\
 arrivals (minutes) \1\.
----------------------------------------------------------------------------------------------------------------
\1\ A special survey will be conducted at the Airport in 2006/2007 to collect baseline information and
  additional surveys will be conducted during the Project to estimate the time required for passenger
  processing.
\2\ From the economic analysis, it is estimated an efficiency gain of one hour will be achieved by Year 5 and
  maintained thereafter.


           Industrial Park Project Indicators and Definitions
------------------------------------------------------------------------
                                                        Definition of
   Objective-level results          Indicator             indicator
------------------------------------------------------------------------
Industrial output of the      Share of enterprise   Enterprises located
 Industrial Park is            growth represented    in the Industrial
 increased.                    by the Industrial     Park as a share of
                               Park.                 the total number of
                                                     enterprises in
                                                     Bamako (percent).
Industrial Park firms are     Long-term jobs        Long-term jobs in
 financially stable.           created in the        firms located in
                               Industrial Park.      the Industrial Park
                                                     (number).\1\
Outcome-level Results:
The Industrial Park is        Occupancy level.....  Tertiary
 developed and operational.                          infrastructure
                                                     built in the
                                                     Industrial Park
                                                     (ha).\2\
Access to industrial          Time required to      Time required for
 infrastructure is provided.   access services.      connection to water
                                                     and electricity in
                                                     the Industrial Park
                                                     (days).
------------------------------------------------------------------------
\1\ This does not include temporary jobs created during construction.
  This indicator will be disaggregated by sex and skill level.
\2\ Tertiary (on-lot) infrastructure, to be built and financed by
  industries locating in the Industrial Park, includes buildings and
  facilities, interior roads and parking, water supply taps/connections
  and fire protection, electrical and telecommunications, wastewater
  collection (and possibly pre-treatment), etc.


                                 Industrial Park Project Indicators and Targets
----------------------------------------------------------------------------------------------------------------
     Objective-level indicators               Baseline                   Year 5                  Year 10
----------------------------------------------------------------------------------------------------------------
Share of enterprise growth            0                         22%                      49%
 represented by the Industrial Park
 (percent).
Long-term jobs created in the         0                         3,400                    11,000
 Industrial Park (number,
 cumulative).
Outcome-level Indicators:
Occupancy level (ha, cumulative)....  0                         15                       54
Time required to access services      TBD                       TBD
 (days) \1\.
----------------------------------------------------------------------------------------------------------------
\1\ Baseline value will be the average time required for a new industrial firm to access water and electricity
  in Bamako in 2006. This information will be obtained from [Eacute]nergie Du Mali. Targets will be set after
  consultations with industry experts.


          Alatona Irrigation Project Indicators and Definitions
------------------------------------------------------------------------
                                                        Definition of
   Objective-level results          Indicator             indicator
------------------------------------------------------------------------
Rice yields are increased...  Main season rice      Average rice yield
                               yield.                in the rainy season
                                                     in the Alatona zone
                                                     (tons/ha).
Diversification into high     Dry season cropped    Share of the total
 value crops is increased.     area in non-cereal    cropped area that
                               crops.                is devoted to non-
                                                     cereal crops (i.e.,
                                                     shallots, tomatoes,
                                                     potatoes, etc) in
                                                     the Alatona zone
                                                     (percent).
Outcome-level Results:
Vehicle Operating Costs       International         Weighted index to
 (VOCs) are reduced.           Roughness Index       measure road
                               (IRI) for the Niono-  roughness
                               Goma Coura road.      (correlated with
                                                     vehicle operating
                                                     costs) (meters/
                                                     km).\1\
Transport of people and       Traffic on the Niono- Annual average daily
 goods is facilitated.         Goma Coura road.      count of vehicles
                                                     on the Niono-Goma
                                                     Coura road (AADT)
                                                     \2\ (number/day).
Irrigable land is increased.  Land made irrigable   Total irrigable land
                               by the Project.       in the Alatona zone
                                                     (ha).
Water for agricultural        Average water volume  Average water volume
 production is provided.       delivered at the      delivered at the
                               farm level.           tertiary level
                                                     during the rainy
                                                     season in the
                                                     Alatona zone (m\3\/
                                                     ha).
Irrigation system efficiency  Alatona zone          Water supply at the
 is improved.                  irrigation system     headworks of Canal
                               efficiency.           de l'Alatona as a
                                                     share of crop water
                                                     requirements
                                                     (percent).
Family farms are established  5 and 10 ha farms     Total 5 and 10 ha
                               allocated.            farm plots
                                                     allocated in the
                                                     Alatona zone
                                                     (number).
Land allocated to women is    Market garden         Total market garden
 increased.                    parcels allocated.    parcels allocated
                                                     in the Alatona zone
                                                     (number).
Land tenure security is       Titles granted to     Titles registered in
 increased.                    Alatona zone          the land
                               households.           registration office
                                                     of the Alatona zone
                                                     (number).\3\
Access to social              Student enrollment..  Students enrolled in
 infrastructure is provided.                         schools established
                                                     by the Project
                                                     (number).

[[Page 69267]]

 
Improved agricultural         Adoption rate of      Number of farms
 techniques are adopted.       extension             adopting at least
                               techniques.           one new extension
                                                     technique as a
                                                     share of all farms
                                                     receiving technical
                                                     assistance under
                                                     the Project
                                                     (percent).
Access to financial services  Amount of credit      Total loan
 in the Alatona zone is        extended.             portfolios of
 improved.                                           financial
                                                     institutions (MFIs
                                                     and banks) in the
                                                     Alatona zone
                                                     (US$).\4\
                              Active clients of     Active clients of
                               MFIs.                 MFIs in the Alatona
                                                     zone (number).\5\
------------------------------------------------------------------------
\1\ The International Roughness Index (IRI) is used to define a
  characteristic of the longitudinal profile of a traveled wheeltrack
  and constitutes an internationally recognized, standardized roughness
  measurement. The IRI is an open-ended scale.
\2\ AADT: Annual Average Daily Traffic.
\3\ Disaggregated by settlers, re-settlers, sex.
\4\ Disaggregated by Short-Term (seasonal term) and Medium-Term credit
  (two to three-year term).
\5\ Disaggregated by sex.


                 Alatona Project Indicators and Targets
------------------------------------------------------------------------
   Objective-level indicators          Baseline             Year 5
------------------------------------------------------------------------
Main season rice yield (tons/    0                    5
 ha).
Dry season cropped area in non-  0                    46
 cereal crops (percent).
Outcome-level Indicators:
International Roughness Index    17                   2
 (IRI) for the Niono-Goma Coura
 road (m/km).
Traffic on the Niono-Goma Coura  208                  417
 road (number/day).
Land made irrigable by the       0                    16,000
 Project (ha, cumulative).
Average water volume delivered   N/A                  13,000
 at the farm level (m\3\/ha).
Alatona zone irrigation system   35                   40
 efficiency (percent).
5 and 10 ha farms allocated      0                    1,700
 (number, cumulative).
Market garden parcels allocated  0                    2,000
 (number, cumulative).
Titles granted to Alatona zone   0                    1,200
 households (number,
 cumulative).
Student enrollment (number,      0                    10,500
 cumulative).
Adoption rate of extension       0                    50
 techniques (percent).
Amount of credit extended        0                    4
 (million US$).
Active clients of MFIs (number,  0                    1,050
 cumulative).
------------------------------------------------------------------------

    (b) Data Collection and Reporting. The M&E Plan shall establish 
guidelines for data collection and a reporting framework, including a 
schedule of Program reporting and responsible parties. The Management 
shall conduct regular assessments of Program performance to inform MCA-
Mali and MCC of progress under the Program and to alert these parties 
to any problems. These assessments will report the actual results 
compared to the Targets on the Indicators referenced in the Monitoring 
Component, explain deviations between these actual results and Targets, 
and in general, serve as a management tool for implementation of the 
Program. With respect to any data or reports received by MCA-Mali, MCA-
Mali shall promptly deliver such reports to MCC along with any other 
related documents, as specified in the M&E Plan or as may be requested 
from time to time by MCC.
    (c) Data Quality Reviews. As determined in the M&E Plan or as 
otherwise requested by MCC, the quality of the data gathered through 
the M&E Plan shall be reviewed to ensure that data reported are as 
valid, reliable, and timely as resources will allow. The objective of 
any data quality review will be to verify the quality and the 
consistency of performance data across different implementation units 
and reporting institutions. Such data quality reviews also will serve 
to identify where consistent levels of quality are not possible, given 
the realities of data collection. The data quality reviewer shall enter 
into an Auditor/Reviewer Agreement with MCA-Mali in accordance with 
Annex I.

3. Evaluation Component

    The Program shall be evaluated on the extent to which the 
interventions contribute to the Compact Goal. The Evaluation Component 
of the M&E Plan shall contain a methodology, process and timeline for 
collecting and analyzing data in order to assess planned, ongoing, or 
completed Project Activities to determine their efficiency, 
effectiveness, impact and sustainability. The evaluations should use 
rigorous methods for addressing selection bias, as applicable. The 
Government shall implement, or cause to be implemented, surveys to 
collect baseline and follow-up data on both Beneficiaries and non-
Beneficiaries. The Evaluation Component shall contain two types of 
reports: Final Evaluations and Ad Hoc Evaluations, and shall be 
finalized before any MCC Disbursement or Re-Disbursement for specific 
Program activities or Project Activities.
    (a) Final Evaluation. MCA-Mali, in connection with MCC's request to 
the Government pursuant to Section 3(h) of Annex I, shall engage an 
independent evaluator to conduct an evaluation at the expiration or 
termination of the Compact Term (``Final Evaluation''). The Final 
Evaluation must at a minimum (i) evaluate the efficiency and 
effectiveness of the Program; (ii) estimate, quantitatively and in a 
statistically valid way, the causal relationship between the three 
Projects and the Compact Goal (to the extent possible), the Objectives 
and Outcomes; (iii) determine if, and analyze the reasons why, the 
Compact Goal, Objectives and Outcomes were or were not achieved; (iv) 
identify positive and negative unintended results of the Program; (v) 
provide lessons learned that may be applied to similar projects; (vi) 
assess the likelihood that results

[[Page 69268]]

will be sustained over time; and (vii) any other guidance and direction 
that will be provided in the M&E Plan. To the extent engaged by MCA-
Mali, such independent evaluator shall enter into an Auditor/Reviewer 
Agreement with MCA-Mali in accordance with Annex I.
    (b) Ad Hoc Evaluations. Either MCC or MCA-Mali may request ad hoc 
or interim evaluations or special studies of Projects, Project 
Activities, or the Program as a whole prior to the expiration of the 
Compact Term (each, an ``Ad Hoc Evaluation''). If MCA-Mali engages an 
evaluator for an Ad Hoc Evaluation, the evaluator will be an externally 
contracted independent source selected by MCA-Mali, subject to the 
prior written approval of MCC, following a tender in accordance with 
the Procurement Guidelines, and otherwise in accordance with any 
relevant Implementation Letter or Supplemental Agreement. If MCA-Mali 
requires an ad hoc independent evaluation or special study at the 
request of the Government for any reason, including for the purpose of 
contesting an MCC determination with respect to a Project or Project 
Activity or seeking funding from other donors, no MCC Funding or MCA-
Mali resources may be applied to such evaluation or special study 
without MCC's prior written approval.

4. Other Components of the M&E Plan

    In addition to the Monitoring Component and the Evaluation 
Component, the M&E Plan shall include the following components for the 
Program, Projects and Project Activities, including, where appropriate, 
roles and responsibilities of the relevant parties and Providers:
    (a) Costs. A detailed annual cost estimate for all components of 
the M&E Plan.
    (b) Assumptions and Risks. Any assumptions and risks external to 
the Program that underlie the accomplishment of the Compact Goal, 
Objectives, and Outcomes; provided, such assumptions and risks shall 
not excuse performance of the Parties, unless otherwise expressly 
agreed to in writing by the Parties.

5. Implementation of the M&E Plan

    (a) Approval and Implementation. The approval and implementation of 
the M&E Plan, as amended from time to time, shall be in accordance with 
the Program Annex, this M&E Annex, the Governing Documents, and any 
other relevant Supplemental Agreement.
    (b) Advisory Councils. The completed portions of the M&E Plan will 
be presented to each Advisory Council at such Advisory Council's 
initial meeting, and any amendments or modifications thereto or any 
additional components of the M&E Plan will be presented to each 
Advisory Council at appropriate subsequent meetings of such Advisory 
Council. Each Advisory Council will have opportunity to present its 
suggestions to the M&E Plan, which the Board shall take into 
consideration in its review of any amendments to the M&E Plan during 
the Compact Term.
    (c) MCC Disbursement and Re-Disbursement for a Project Activity. As 
a condition to each MCC Disbursement or Re-Disbursement there shall be 
satisfactory progress on the M&E Plan for the relevant Project or 
Project Activity, and substantial compliance with the M&E Plan, 
including any reporting requirements.
    (d) Modifications. Notwithstanding anything to the contrary in the 
Compact, including the requirements of this M&E Annex, MCC and the 
Government (or a mutually acceptable Government Affiliate or Permitted 
Designee) may modify or amend the M&E Plan or any component thereof, 
including those elements described herein, without amending the 
Compact; provided, any such modification or amendment of the M&E Plan 
has been approved by MCC in writing and is otherwise consistent with 
the requirements of this Compact and any relevant Supplemental 
Agreement between the Parties.

[FR Doc. E6-19696 Filed 11-29-06; 8:45 am]
BILLING CODE 9210-01-P