Notice of Entering Into a Compact With the Government of the Republic of Ghana, 48648-48693 [06-6914]

Agencies

• Millennium Challenge Corporation

[Federal Register Volume 71, Number 161 (Monday, August 21, 2006)]
[Notices]
[Pages 48648-48693]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 06-6914]



[[Page 48647]]

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Part IV





Millennium Challenge Corporation





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Notice of Entering Into a Compact With the Government of the Republic 
of Ghana; Notice

Federal Register / Vol. 71, No. 161 / Monday, August 21, 2006 / 
Notices

[[Page 48648]]


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MILLENNIUM CHALLENGE CORPORATION

[MCC FR 06-11]


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

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 Ghana. Representatives of the United 
States Government and the Government of the Republic of Ghana executed 
the Compact documents on August 1, 2006.

    Dated: August 9, 2006.
William G. Anderson Jr.,
Vice President & General Counsel (Acting).

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

I. Introduction

    The five-year, approximately $547 million Millennium Challenge 
Compact aims at reducing poverty by raising farmer incomes through 
private sector-led, agribusiness development. To this end, the program 
focuses on increasing the production and productivity of high-value 
cash and food staple crops in certain areas of Ghana, and on enhancing 
the competitiveness of Ghana's export base in horticultural and other 
traditional crops.
    Agriculture is the backbone of Ghana's economy; it accounts for 
approximately 40 percent of the country's gross domestic product, 
directly employs approximately 60-70 percent of the labor force, and 
generates more than 55 percent of foreign exchange earnings.
    The program will operate in 23 districts in the northern region, 
the central Afram Basin region and the southern horticultural belt in 
the southeastern region (each region, an Intervention Zone), where 
poverty rates are generally above 40 percent. In fact, in the northern 
region and parts of the Afram Basin region, the incidence of poverty in 
the rural population is as high as 90 percent, with incomes below $2 a 
day.

II. Program

    The program consists of three projects: (i) Agriculture Project; 
(ii) Transportation Project; and (iii) Rural Services Project.
Agriculture Project
     Farmer and Enterprise Training in Commercial Agriculture: 
Accelerate the development of commercial skills and capacity among 
Farmer-Based Organizations (FBOs) and their business partners, 
including entities adding value to agricultural crops such as 
processors and marketers.
     Irrigation Development: Establish a limited number of 
retention ponds and weirs requested by the FBOs and FBO partnerships 
for whom access to water is critical to the success of their 
businesses.
     Land Tenure Facilitation: Improve tenure security for 
existing land users and facilitate access to land for higher value 
agricultural crops in the Intervention Zones.
     Improvement of Post Harvest Handling and Value Chain 
Services: Facilitate strategic investments by FBOs and FBO partnerships 
in post-harvest infrastructure improvements and build the capacity of 
the public sector to introduce and monitor compliance with 
international plant protection standards.
     Improvement of Credit Services for On-Farm and Value Chain 
Investments: Augment the supply of, and access to, credit provided by 
financial institutions operating in the Intervention Zones, providing 
seasonal credit to FBOs through commercial and rural banks, as well as 
through non-traditional channels such as input suppliers, and medium-
term credit through banks to finance capital goods such as irrigation 
and post-harvest processing and storage facilities.
     Rehabilitation of Feeder Roads: Rehabilitate up to 950 
kilometers of feeder roads in eight districts in the Intervention Zones 
to reduce transportation costs and time, to increase access to major 
domestic and international markets, and to facilitate transportation 
linkages from rural areas to social service networks (including, for 
instance, hospitals, clinics and schools).
Transportation Project
     Upgrades to Sections of N1 Highway: Reduce the bottleneck 
in accessing the International Airport and the Port of Tema and support 
an expansion of Ghana's export-directed horticulture base beyond 
current production, by upgrading of 14 kilometers of the National 
Highway (N1 Highway) between Tema and Accra.
     Improvements of Trunk Roads: Facilitate the growth of 
agriculture and access to social services by rehabilitating or 
constructing up to 230 kilometers of trunk roads in the Afram Basin 
region.
     Improvements of Lake Volta Ferry Services: Facilitate the 
growth of agriculture in the Afram Basin region by improving the ferry 
service of Volta Lake Transport Company that connects Adawso on the 
southern shore to Ekye Amanfrom on the northern shore.
Rural Services Project
     Strengthening of Public Sector Procurement Capacity: 
Support the development of procurement professionals and reinforce the 
capabilities of the Government of Ghana (GoG) to procure goods and 
services, reinforcing execution of the overall program and, in 
particular, the community services.
     Support for Community Services: Complement the Agriculture 
Project by funding construction and rehabilitation of educational 
facilities, construction and rehabilitation of water and sanitation 
facilities and electrification of rural areas, and by providing 
capacity building support to local government institutions.
     Strengthening of Rural Financial Services: Automate and 
interconnect 121 rural banks that are private, community-owned banks, 
and provide other improvements in the national payments systems that 
will draw a large number of people currently not served or under-served 
into the financial system.
    The table below outlines the estimated MCC contribution to the 
program by year and category over the term of the Compact.

                                                 [US $ million]
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                  Description                     Year 1     Year 2     Year 3     Year 4     Year 5     Total
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Agriculture Project...........................       32.6       47.1       70.3       65.1       25.9      241.0
Transportation Project........................       14.8       20.1       35.4       43.1       29.7      143.1
Rural Services Project........................       15.6       21.1       30.5       34.1  .........      101.3

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Administration of Program & Audits............        8.8        8.8       10.0       10.3        8.7       46.6
Monitoring & Evaluation of Program............        3.0        3.0        3.0        3.0        3.0       15.0
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    Total.....................................       74.8      100.1      149.2      155.6       67.3      547.0
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III. Impacts

    Under the Agriculture Project, approximately 51,000 farm households 
are expected to complete a comprehensive program in agronomic, 
organizational and business skills training as members of FBOs. These 
households with five members on average comprise over 250,000 people. 
Less directly, the improvement of the GoG's Ministry of Food and 
Agriculture's extension services and the agents' work with FBOs will 
have collateral spillover benefits for a large number of farmers which 
are not quantified.
    The Agriculture Project will also support the development and 
improved operations of approximately 120 small- and medium-size 
enterprises providing services to agriculture where concentrations of 
farmer and FBO training will have taken place. Increased access to 
credit will finance a majority of these changes, including irrigation 
and post-harvest infrastructure. Its support to facilitate the formal 
acquisition of land will decrease the transaction costs associated with 
negotiating and formalizing land leases with traditional land 
custodians, enhancing the willingness and ability of farmers to invest 
in on-farm improvements. As a further measure to improve the local 
profitability of agriculture, the Agriculture Project will finance the 
improvement of over 950 kilometers of feeder roads, which, along with 
the trunk roads below, will benefit a total population of more than 
120,000 farming households with over 600,000 members. These activities 
will increase farm incomes from cultivation by U.S. $450 to about U.S. 
$1,000. For many of the poor, the compact intervention will represent 
an increase of one dollar or more in average income per person per day.
    The Transportation Project is expected to open new economic 
opportunities for rural households by lowering transportation costs, 
including travel times, for both individuals and cargo, to markets and 
social service delivery points. Because the N1 Highway is a principal 
route from the south to the Port of Tema, widening the N1 Highway 
should benefit approximately 150,000 daily users. Upwards of 500,000 
people in the surrounding area of Accra, including consumers and 
agricultural export producers and other users of the highway in the 
Greater Accra Metropolitan Area, would benefit from the improved 
operation of the N1 Highway. Rehabilitation and upgrading of trunk 
roads and expansion of the ferry service in the Afram Basin region are 
expected to benefit up to 100,000 farm households, most of which are 
among the rural poor.
    By improving both the community-service infrastructure and 
enhancing local government capacity to provide, operate and maintain 
community services related to this infrastructure, the Rural Services 
Project should benefit several tens of thousands of households, 
decrease the incidence of disease and the time spent collecting water 
and fuel, and increase school attendance, which in turn should lead to 
greater productivity. Linking banks and their branches nationwide via a 
wide-area network should increase access to financial services for the 
entire population of Ghana, especially in remote rural areas, in the 
form of savings, credit or cash transfers and remittances. Finally, 
strengthening of public sector procurement capacity will improve 
execution of the Support for Community Services activity directly and, 
more generally, all citizens of Ghana with material improvements in 
performance of the entire public sector.
    In conclusion, as a first approximation, the program is anticipated 
to help directly alleviate the poverty of over 230,000 Ghanaians, and 
to substantially enhance the livelihoods and welfare of over one 
million Ghanaians in the aggregate.

IV. Program Management

    Through an act of its Parliament, the GoG has created the 
Millennium Development Authority (MiDA) that will serve as the entity 
accountable for the implementation of the program under the Compact. 
MiDA will be governed by a Board of Directors comprised of members of 
GoG, the private sector, and the non-governmental organization (NGO) 
community. A chief executive officer will manage the day-to-day 
activities of MiDA and will be supported by key officers in the areas 
of operations, agriculture, infrastructure, financial services, land, 
and administration. MiDA will remain accountable for the successful 
execution of the program while working through project implementers, 
whose interaction will be facilitated by a fiscal and procurement 
agent. As an organ of the GoG, MiDA will be subject to GoG audit 
requirements alongside those audit requirements of MCC under the 
Compact.

V. Other Highlights

A. Consultative Process
    Ghana's Poverty Reduction Strategy process provided the basis for 
its process of consultation regarding the development of its proposal 
for the program. Specifically, in 2004, the GoG held the first of a 
series of Compact-related consultations with civil society members of 
the Ghanaian Association of Private and Voluntary Organizations in 
Development. Subsequent consultations included: (i) Initial 
consultations with stakeholders at both the national and local levels 
to focus the program's objectives; (ii) consultations with stakeholders 
in each district within each Intervention Zone throughout the design of 
the program regarding the exact type of interventions, proposed 
locations, arrangements for implementation, as well as the ownership 
structure for certain infrastructure investments; (iii) consultations 
with NGOs representing the environmental and social sector (including 
women and youth), local agribusinesses and farmers. MCC observed a 
number of the consultations, both local and national. The consultative 
process is ongoing and is expected to continue through the term of the 
Compact.
B. GoG Commitment and Effectiveness
    The GoG is committed to assembling a capable team to staff MiDA. 
Recruitment is underway currently for the chief executive officer of 
MiDA and 13 other key officers who will directly support the 
implementation of the program. The incumbent Minister of Public Sector 
Reform, who led the GoG's team to develop the Compact, will become the 
chair of the board of

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directors of MiDA. Other members of the board will come from line 
ministries directly relevant to the program, and the private sector and 
NGOs as a means to provide feedback on the implementation of the 
program. One advisory committee for each Intervention Zone will be 
formed to bring the on-the-ground perspective back to the MiDA. 
President Kufuor remains engaged, providing leadership and ensuring 
that MiDA will have the inter-ministerial cooperation necessary for the 
success of the program. In addition, the GoG will undertake to make up 
eventual shortfalls in funding, if any, necessary to sustain the 
program in such areas as road maintenance, community services recurrent 
costs, and environmental mitigation.
C. Sustainability
    The activities under the Agriculture Project will create new and 
strengthen existing input suppliers, processors and marketers and 
enhance a climate that attracts additional outside investment in the 
agriculture sector, thus leading to its continued growth. The GoG has 
affirmed that it will maintain the rehabilitated roads in accordance 
with standards that have been agreed with the broad donor community and 
will increase funding commitment to the road sector accordingly. MCC is 
requiring from GoG that it will provide for the staffing, equipping, 
and other recurrent costs of new (and some existing) infrastructure 
investments. Selection criteria for community services infrastructure 
will also stipulate a minimum level of community contribution to 
investment and participation in upkeep of new facilities. Environmental 
and social sustainability of the program will be enhanced through 
oversight and ongoing public consultation. The Rural Services Project 
will include a capacity building component to reinforce participatory 
planning, procurement, financial management, maintenance planning and 
budgeting, operations and maintenance of physical infrastructure. MCC 
investments in secure land access will emphasize community consultation 
and resolution of disputes, important for durable secure tenure.
D. Environment and Social Assessments
    According to MCC's environmental guidelines, the Agriculture 
Project is classified as ``Category A'' (with the exception of the 
credit-related activity that is classified as a ``Category D'' and 
requires lending guidelines that stipulate environmental requirements). 
Specifically, potentially adverse environmental impacts may result from 
the irrigation retention ponds and weirs, the feeder roads, and large-
scale agricultural intensification and conversion (e.g., deforestation, 
monoculture). The Transportation Project is classified as ``Category 
A'' due to potentially adverse site-specific impacts resulting from 
improvements to the N1 Highway and select trunk roads, including the 
acquisition of, or compensation for, approximately 800 permanent and 
temporary structures (e.g., containers and kiosks) on the N1 Highway's 
right of way. Furthermore, there will be both induced and cumulative 
impacts on the Afram Basin region resulting from increased access 
provided by the trunk roads and ferries. The Rural Services Project is 
classified as ``Category B'' and will require selection criteria for 
provision of community services that take into account environmental 
and social impacts.
    Overall, because of the breadth and scope of the proposed program, 
strategic environmental assessments and baseline studies will be 
required for each Intervention Zone prior to initiating any required 
project-specific environmental impact assessments and substantial 
investment in physical infrastructure. Environmental management plans 
and resettlement action plans will be developed for all Projects as 
necessary. The environmental and social benefits expected from the 
Compact include enhanced livelihoods, greater access to social 
services, and more sustainable agricultural practices, ultimately 
leading to reduced slash and burn agriculture and improved soil 
quality.
E. Donor Coordination
    The $547 million Compact will place the U.S. among the top three 
donors to Ghana. As such, donor coordination is particularly important 
to ensure that MCC's investment is building upon and complementing the 
work of other donors.
    There are significant complementarities between the program and 
current donor activity in Ghana. The Agriculture Project, for instance, 
will build upon activities pioneered by U.S. Agency for International 
Development's Trade and Investment Program for a Competitive Export 
Economy (TIPCEE), and those developed under the Agricultural Services 
Sub-Sector Investment Project supported by the World Bank, the UK's 
Department for International Development (DfID), African Development 
Bank, the International Fund for Agricultural Development and others. 
TIPCEE activities are expected to continue during the course of the 
Compact.
    In implementing the Transportation Project, MCC is working 
alongside several other donors active in the sector, namely the World 
Bank, European Union, Danish International Development Agency and DfID 
to avoid duplication and to ensure policy coordination.
    MCC is basing its investments under the Rural Services Project on 
an existing Community Based Rural Development Project (CBRDP) financed 
by the World Bank and Agence Francaise de D[eacute]veloppement. The MCC 
investments will extend the services of the program implementation unit 
developed under the CBRDP and the capacity building activities financed 
in the project will use the existing training program piloted by CBRDP.

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

Table of Contents

Article I. Purpose and Term
    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 Responsibilities
    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; Reviews
    Section 3.9 Insurance; Performance Guarantees
    Section 3.10 Domestice 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

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    Section 5.7 Inconsistenecies
    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: Agriculture Project
    Schedule 2: Transportation Project
    Schedule 3: Rural Development 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 Ghana (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 
Ghana 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 Ghana;
    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 Ghana's agricultural sector, together with 
investments in developing transportation infrastructure and rural 
institutions, all designed to dismantle obstacles to realizing Ghana'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 Ghana 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 Ghana'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 poverty reduction through economic 
growth in Ghana (the ``Compact Goal''). The key to advancing the 
Compact Goal is the two-fold objective of the Program, first, to 
increase the production and productivity of high-value cash and food 
staple crops in the Intervention Zones in Ghana and, second, to enhance 
the competitiveness of Ghana's high-value cash and food crops in both 
local and international markets (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) Enhance the profitability of cultivation, services to 
agriculture and product handling in support of the expansion of 
commercial agriculture among groups of smallholder farmers (the 
``Agriculture Project Objective'');
    (b) Reduce the transportation costs affecting agricultural commerce 
at sub-regional and regional levels (the ``Transportation Project 
Objective''); and
    (c) Strengthen the rural institutions that provide services 
complementary to, and supportive of, agricultural and agri-business 
development (the ``Rural Development 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 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 Five Hundred Forty Seven Million and Nine Thousand United States 
Dollars (US$ 547,009,000) (``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 the 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

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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 Ten Million and Three Hundred Seventy One Thousand 
United States Dollars (US$ 10,371,000) (``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.
    (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) Conversion; Exchange Rate. 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; provided, that a 
certain portion of MCC Funding may be transferred to a Local Account 
and may be held in such Local Account in the currency of the Ghana 
prior to Re-Disbursement in accordance with the requirements of Annex I 
and any Supplemental Agreement. To the extent that any amount of MCC 
Funding held in United States Dollars must be converted into the 
currency of Ghana 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 Annex I, including 
the rate and manner set forth in Annex I, and the requirements of the 
Disbursement 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 Ghana 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 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 Ghana 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

[[Page 48653]]

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 website 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, any 
Program Assets, MCC Funding and Accrued Interest shall be free from any 
taxes imposed under the laws currently or hereafter in effect in Ghana 
during the Compact Term. This exemption shall apply to any use of any 
Program Asset, MCC Funding and Accrued Interest, 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 Ghana, 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 Ghana, 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 Ghana, other than MiDA 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 Ghana;
    (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 Ghana and who are present 
in Ghana 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 Ghana, 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 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 collectively 
in this Section 2.3(e) as ``goods'') or funds introduced into, acquired 
in, used or disposed of in, or imported into or exported from, Ghana 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 Ghana, 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,

[[Page 48654]]

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 (``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 Program Assets shall be subject to any impoundment, 
rescission, sequestration or any provision of law now or hereafter in 
effect in Ghana that would have the effect of requiring or allowing any 
impoundment, rescission or sequestration of any MCC Funding, Accrued 
Interest or Program Asset.
    (g) Liens or Encumbrances. The Government shall ensure that no MCC 
Funding, Accrued Interest, or Program Assets 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, and 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 Program Assets 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 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, 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 to which MCC is not a party and shall use its best efforts 
to ensure that no such Supplemental Agreement is implemented in 
violation of the prohibitions set forth in Section 2.3.
    (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) MiDA and any Government 
Affiliate or Permitted Designee involved in any activities in 
furtherance of this Compact or (ii) any third party who receives at 
least US$ 50,000 in the aggregate of MCC Funding (other than employees 
of MiDA) 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 conditions of this 
Compact, any guidance in any Implementation Letter, or any Supplemental 
Agreement between the Parties, MCC may, upon written notice, 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 Assets may be 
applied by the Government in satisfaction of its obligations under this 
Section 2.5(a)(i); and
    (ii) If all or any portion of this Compact is terminated or 
suspended and 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

[[Page 48655]]

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, 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 General Agreement for a Programme of Technical Co-operation by and 
between the Government of the United States of America and the 
Government, dated June 3, 1957, 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 Ghana, 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 MiDA 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 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 MiDA, 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 MiDA is 
modified, supplemented, unduly influenced or rescinded by any 
governmental authority, except by a non-appealable judicial decision, 
and (ii) the authority of MiDA shall not be expanded, restricted, or 
otherwise modified, except in accordance with this Compact, the 
Governance Agreement, any other 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

[[Page 48656]]

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 (A) alter in any material 
respect the information delivered, (B) likely have a material adverse 
effect on the Government's ability to implement effectively, or ensure 
the effective implementation of, the Program or any Project or 
otherwise to carry out its responsibilities or obligations under or in 
furtherance of this Compact, or (C) 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 government body 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 Ghana (subject to 
Section 2.3(e)) and consistent with the applicable requirement of the 
laws of Ghana 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 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) any third 
parties 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 execution a 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 a Supplemental Agreement 
between the Government (and a mutually acceptable Government Affiliate 
or MiDA) and MCC (the ``Procurement Agreement''), 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, 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 
may be funded in whole or in part (directly or indirectly) by MCC 
Funding which 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 MiDA 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