Common use of Entry into force Clause in Contracts

Entry into force. This Amendment and Restatement Agreement will enter into force and effect when a) it has been ratified by the National Assembly of the Republic of Serbia; and b) the Recipient has provided KfW with a written confirmation that the Amendment and Restatement Agreement has been duly ratified and published according to applicable law. Should the Amendment and Restatement Agreement not have entered into force and effect within four months following the date the last party has signed this Agreement, KfW may, as of the day following the end of the four months period until the date of entry into force, unilaterally withdraw from this Amendment and estatement Agreement and thus terminate its provisional ineffectiveness by sending a written notification to the Recipient. Done in 4 (four) originals in the English language. Annex: Financing Agreement Amount and Purpose of the Financial Contribution 1.1 KfW shall extend to the Recipient a financial contribution not exceeding a) a portion of up to EUR 5,431,634.97 (BMZ No. 2015 690 29) (“Portion 1”) and b) a portion of up to EUR 6,500,000.00 (BMZ No. 2017 680 43) (“Portion 2”). Portion I and Portion II together are referred to as the “Financial Contribution”. This Financial Contribution shall not be repayable unless otherwise stipulated in Article 3.2. 1.2 The Recipient shall use the Financial Contribution exclusively for the financing of investments and consulting services to improve the social infrastructure and the access to social infrastructure services in municipalities and town districts which are structurally weak and/or strained by the refugee crisis ("Programme"), and primarily to finance the foreign exchange costs. The Recipient and KfW shall determine the details of the Programme and the goods and services to be financed from the financial contribution by the Separate Agreement. 1.3 Taxes and other public charges to be borne by the Recipient and import duties shall not be financed from the Financial Contribution. The goods and services imported to the Republic of Serbia for the Programme shall be exempt from the customs fees and VAT and the trade of goods, services and equipment for the Programme shall be exempt from VAT in the Republic of Serbia. 2.1 KfW shall disburse the Financial Contribution in accordance with the progress of the Programme and upon request of the Recipient, represented by MoLEVSA and PIMO, respectively, as further specified in the Separate Agreement. By the Separate Agreement, the Recipient and KfW shall determine the disbursement procedure, in particular the evidence proving that the requested funds are used for the stipulated purpose. 2.2 KfW shall have the right to refuse to make disbursements after 31 December 2022. 3.1 KfW may not suspend disbursements unless a) the Recipient fails to perform its obligations to KfW to make payments when due, b) obligations under this Agreement or under separate agreements pertinent to this Agreement have been violated, c) the Recipient is unable to prove that the disbursed amounts have all been used for the stipulated purpose, d) the fulfilment of KfW’s obligations under this Agreement violates applicable law, or e) extraordinary circumstances arise that preclude or seriously jeopardize the implementation, the operation, or the purpose of the Programme. 3.2 If any of the situations specified in Article 3.1 b), c) or d) has occurred and has not been eliminated within a period determined by KfW, which shall, however, be at least 30 days, KfW may, a) in the case of Article 3.1 b) or d), demand the immediate repayment of all disbursed amounts; b) in the case of Article 3.1 c), demand the immediate repayment of such amounts as the Recipient is unable to prove to have been used for the stipulated purpose. Except for the customs fees and VAT not payable according to Article 1.3 referred to in sentence 2, the Recipient shall bear all taxes and other public charges accruing outside the Federal Republic of Germany in connection with the conclusion and execution of this Agreement, as well as all transfer and conversion costs accruing in connection with the disbursement of the Financial Contribution. 5.1 The Minister of Labour, Employment, Veteran and Social Affairs and such persons as designated by him or her to KfW and authorised by specimen signatures authenticated by him or her shall represent the Recipient in the execution and the implementation of this Agreement. The Director of PIMO and such persons as designated by him or her to KfW and authorised by specimen signatures authenticated by him or her shall represent the Recipient in the execution and implementation of this Agreement and the Programme. The powers of representation shall not expire until their express revocation by the representative of the Recipient authorised at the time has been received by KfW. 5.2 Amendments or addenda to this Agreement and any notices and statements delivered by the contracting parties under this Agreement shall be in writing. Any such notice or statement shall have been received once it has arrived at the following address of the corresponding contracting party or at such other address of the corresponding contracting party as notified to the other contracting party: For KfW: KfW 60046 Frankfurt am Main Federal Republic of Germany Fax: +▇▇ ▇▇ ▇▇▇▇-▇▇▇▇ For the Recipient: Ministry of Labour, Employment, Veterans and Social Affairs Nemanjina 22-26 11000 Belgrade Serbia Fax: +▇▇▇ ▇▇ ▇▇▇▇-▇▇▇ Public Investment Management Office Nemanjina 11 11000 Belgrade Serbia Fax: +▇▇▇ ▇▇ ▇▇▇▇-▇▇▇ 6.1 The Recipient shall a) prepare, implement, operate and maintain the Programme in conformity with sound financial and engineering practices, in compliance with environmental and social standards and substantially in accordance with the Programme conception agreed upon between the Recipient and KfW; b) assign the preparation and supervision of construction of the Programme to independent, qualified consulting engineers, and the implementation of the Programme to qualified firms; c) award the contracts for the goods and services to be financed from the Financial Contribution as set out in the Separate Agreement; d) ensure the full financing of the Programme and, upon request of KfW, furnish to KfW evidence proving that the costs not paid from this financial contribution are covered. In particular, the Recipient will make available the necessary funds in the budget of Republic of Serbia for 2020 and 2021, for the full financing of the Programme as specified in the Separate Agreement; e) maintain, or cause to be maintained, books and records unequivocally showing all costs of goods and services required for the Programme and clearly identifying the goods and services financed from this financial contribution; f) enable the representatives of KfW at any time to inspect said books and records and any and all other documentation relevant to the implementation and the operation of the Programme, and to visit the Programme and all installations related thereto; g) furnish to KfW any and all such information and reports on the Programme and its further progress as KfW may request; and h) of its own accord promptly inform KfW of any and all circumstances that preclude or seriously jeopardize the implementation, the operation, or the purpose of the Programme. 6.2 The Recipient and KfW shall determine the details pertinent to Article 6.1 by the Separate Agreement. 7.1 To comply with internationally accepted principles of utmost transparency and efficiency in the development cooperation, KfW publishes selected information (including evaluation reports) about the Programme and how it is financed during pre-contractual negotiations, while the Programme-related agreement(s) is (are) being implemented and in the post-contractual stage (hereinafter referred to as the "Entire Period"). The information is published regularly on KfW´s website for its business area “KfW Development Bank” (▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇.▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇/). The publication of information (either by KfW or third parties in accordance with Article 7.3 below) about the Programme and how it is financed does not include any contractual documentation or any sensitive financial or business-related detailed information about the parties involved in the Programme or its financing, such as a) information about internal financial data; b) business strategies; c) internal corporate guidelines and reports; d) personal data of natural persons; e) KfW’s internal rating of the parties’ financial position. 7.2 KfW shares selected information about the Programme and how it is financed during the Entire Period with the entities mentioned below, particularly to ensure transparency and efficiency: a) subsidiaries of KfW; b) the Federal Republic of Germany and its competent bodies, authorities, institutions, agencies or entities; c) other implementing organisations involved in German bilateral development cooperation, particularly the Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH; d) international organisations involved in collecting statistical data and their members, especially the Organisation for Economic Cooperation and Development (OECD) and its members. 7.3 Furthermore, the Federal Republic of Germany has requested KfW to share selected information about the Programme and how it is financed throughout the Entire Period with the following entities, which publish the sections relevant to the purpose: a) Federal Republic of Germany for the purposes of the International Aid Transparency Initiative (▇▇▇▇://▇▇▇.▇▇▇.▇▇/▇▇/▇▇▇_▇▇▇_▇▇▇▇▇▇/▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇-▇▇▇▇- Wirksamkeit/index.html); b) Germany Trade & Invest (GTAI) for the purposes of market information (▇▇▇▇://▇▇▇.▇▇▇▇.▇▇/▇▇▇▇/▇▇▇▇▇▇▇▇▇▇/▇▇/▇▇▇▇▇.▇▇▇); c) OECD for the purpose of reporting financial flows in the framework of development cooperation (▇▇▇▇://▇▇▇▇▇.▇▇▇▇.▇▇▇/); d) German Institute for Development Evaluation (DEval) for the purposes of evaluating the overall German development cooperation to ensure transparency and efficiency (▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇/). 7.4 KfW further reserves the right to transfer (including for the purposes of publication) information about the Programme and how it is financed during the Entire Period to other third parties so as to safeguard legitimate interests. The information is not transferred by KfW to other third parties if the legitimate interests of the Recipient in the information not being transferred outweigh KfW's interests in it being transferred. The legitimate interests of the Recipient particularly include the confidentiality of the sensitive information mentioned in Article 7.1, which is excluded from publication. Furthermore, KfW is entitled to transfer information to third parties if this is necessary due to statutory or regulatory requirements or to assert or defend claims or other legal rights in court or administrative proceedings. 8.1 The Recipient undertakes to comply at all times with the obligations set out in the Annex (Compliance Covenants). 8.2 If any of the provisions of this Agreement is invalid, all other provisions shall remain unaffected thereby. Any gap resulting therefrom shall be filled by a provision consistent with the purpose of this Agreement. 8.3 The Recipient may not assign or transfer, pledge or mortgage any claims from this Agreement. 8.4 This Agreement shall be governed by the law of the Federal Republic of Germany. The place of performance shall be Frankfurt am Main. 8.5 The legal relations established by this Agreement between KfW and the Recipient shall terminate with the end of the useful life of the Programme, but not later than 15 years after the signing of this Agreement. (i) deliberately destroying, falsifying, altering or concealing evidence material to the investigation or the making of false statements to investigators, in order to materially impede an official investigation into allegations of a Corrupt Practice, Fraudulent Practice, Coercive Practice or Collusive Practice, or threatening, harassing or intimidating any person to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) any act intended to materially impede the exercise of KfW's access to contractually required information in connection with an official investigation into allegations of a Corrupt Practice, Fraudulent Practice, Coercive Practice or Collusive Practice. Person: any natural person, legal entity, partnership or unincorporated association. (i) is unlawful under German or other applicable law, and (ii) which has, or potentially could have, a material legal or reputational effect on this Agreement between the Recipient and KfW or its implementation. Sanctions: the economic, financial or trade sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any Sanctioning Body. Sanctioning Body: any of the United Nations Security Council, the European Union and the Federal Republic of Germany. Sanctions List: any list of specially designated persons, groups or entities which are subject to Sanctions, as issued by any Sanctioning Body.