Notice of Entering Into a Compact With the Republic of Namibia, 46720-46772 [E8-18201]

Agencies

• Millennium Challenge Corporation

[Federal Register Volume 73, Number 155 (Monday, August 11, 2008)]
[Notices]
[Pages 46720-46772]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-18201]



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Part II





Millennium Challenge Corporation





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Notice of Entering Into a Compact With the Republic of Namibia; Notice

Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / 
Notices

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MILLENNIUM CHALLENGE CORPORATION

[MCC FR 08-09]


Notice of Entering Into a Compact With the Republic of Namibia

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 
Republic of Namibia. Representatives of the United States Government 
and the Republic of Namibia executed the Compact documents on July 28, 
2008.

    Dated: August 4, 2008.
Henry Pitney,
Deputy General Counsel, Millennium Challenge Corporation.

Summary of Millennium Challenge Compact With the Republic of Namibia

1. Introduction

    Namibia is a young democracy having gained independence from South 
Africa in 1990. The country's population of 2.0 million is spread over 
823,680 km, an area approximately twice the size, but with a population 
density one sixtieth, of California. According to the 2001 census, 67 
percent of the population lives in rural areas, primarily in the 
northern communal area (``NCA''), with 12 percent living in the 
capital, Windhoek. The landscape is largely desert and desert savannah 
with low, highly variable rainfall. The economy continues to be 
dependent on the mining industry; with diamonds and other minerals 
accounting for more than 50 percent of total exports in 2005.
    One of the primary constraints to achieving poverty reduction 
through economic growth in Namibia is an inadequately educated and 
skilled workforce. In addition, the economy's export base is narrowly 
focused on mineral commodities, with below-potential levels of revenue 
and employment generated in sectors of importance to the poor, such as 
livestock and tourism. While improving the quality of education and 
training for underserved populations, the Compact will also focus on 
diversifying Namibia's export base by capitalizing on Namibia's 
comparative advantages--large areas of semi-arid land suitable for 
livestock grazing, natural products indigenous to Namibia, and diverse 
wildlife and unique landscapes ideal for ecotourism. Through these 
investments, it is expected that incomes will rise for poor, rural 
communities that have been marginalized from the formal economy by 
former colonial and apartheid regimes.
    Namibia is classified as a lower-middle income country (``LMIC '') 
with a population of 2.1 million, 2006 per capita of $3,000, and a 
steady economic growth rate averaging 4.3 percent per annum. Despite 
steady growth, Namibia is plagued by high levels of poverty, 
particularly in the northern communal areas (``NCAs''), high 
unemployment (30 percent in 2006), an extreme disparity in wealth and 
income between the rich and the poor (second highest Gini coefficient 
in the world), and an HIV prevalence rate of nearly 19.6 percent in 
2005. Following 25 years of struggle for independence, the government 
of Namibia (the ``GRN '') is committed to providing equal opportunities 
to previously disadvantaged populations, while advancing interracial 
reconciliation to maintain political and economic stability.

2. Program Rationale

    To sustain GDP growth and increase income levels, Namibia must rely 
heavily on the availability of skilled labor. Despite high levels of 
investment in the education sector, the education system is unable to 
produce the quantity, levels, and types of human resources necessary to 
meet labor market demands. In 2005, the GRN, with the support of the 
World Bank, launched an ambitious 15-year reform process, the Education 
and Training Sector Improvement Program (``ETSIP ''), to improve 
education outcomes. The Compact's education project supports ETSIP 
through strategic investments that leverage policy and institutional 
reform to maximize the efficiency, accessibility, and quality of the 
education system.
    As a result of the volatility of the mining sector, the GRN is 
focusing on diversifying Namibia's economy with particular emphasis on 
two of the fastest growing sectors--agriculture and tourism. 
Agriculture contributes 11 percent of GDP and earns over 25 percent of 
export receipts. The livestock sector comprises 90 percent of all 
agriculture production in the country. Approximately 80 percent of 
livestock production is exported to the European Union and neighboring 
southern African countries. Due to increasing population pressures, a 
lack of flexible and efficient market outlets and the communal land 
regime in the north, livestock productivity in the north is low. In 
addition to livestock, there is significant growth potential for the 
indigenous natural products (``INP'') industry in Namibia. The INP 
industry is expected to grow substantially over the next ten years, 
allowing for some of the poorest households in Namibia to participate 
in this emerging industry. Overall, MCC's investments in agriculture 
are intended to increase rural farmers' productivity and income 
generated in the livestock and INP sectors, while opening up trade 
opportunities for meat and exports of high-value natural products such 
as devil's claw, Kalahari melon seed, marula, and ximenia.
    Consistent with the GRNs National Development Plan and long-term 
national development strategy known as ``Vision 2030,'' Namibia plans 
to develop one of its fastest growing ``export'' industries with a 
focus on tourism. Export earnings from international visitors and 
tourism goods are expected to generate 15.6 percent of total exports 
($650.6 million) in 2008 and grow to 22.6 percent ($2.09 billion) by 
2018. The GRN recognizes that tourism is an important generator of 
employment, particularly in rural areas where most tourism in the 
country occurs. Through MCC's investments in tourism, the GRN intends 
to catalyze growth in the tourism industry and increase participation 
by Namibia's poor rural population. To achieve these objectives, the 
tourism project will improve management and infrastructure in Etosha 
National Park , the premier tourism destination in Namibia, increase 
the overall number of tourism arrivals, and induce private investment 
in communal conservancies.

3. Program Overview and Budget

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                                                           Table 1--Program Budget by Project
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                                                                                          (US$ millions)
                Component                ---------------------------------------------------------------------------------------------------------------
                                               CIF*           Year 1          Year 2          Year 3          Year 4          Year 5           Total
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Education Project.......................            8.97           10.30           29.99           53.32           34.62            7.75          144.97
Tourism Project.........................            2.47            4.71           13.03           23.36           14.79            8.57           66.95
Agriculture Project.....................            1.36            1.56           17.95           14.46            8.43            3.17           46.96
Monitoring & Evaluation.................            0.72            1.77            1.02            1.02            1.00            1.02            6.57
Program Management and Administration...            6.00            6.60            6.60            6.60            6.60            6.60           39.00
                                         ---------------------------------------------------------------------------------------------------------------
    Total MCC Funding...................           19.54           24.95           68.61           98.78           65.44           27.13          304.47
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* Compact Implementation Funds (CIF) refer to funding available before the entry-into-force of the Compact.

A. Education Project ($144.97 Million)
    The education project is intended to improve the education sector's 
effectiveness, efficiency, and quality, through systemic reforms and 
critical near-term interventions. MCC funding will support key gaps 
within ETSIP, as well as complementary measures, such as institutional 
strengthening, policy reform, and targeted technical assistance, to 
ensure sustainable results.
    Primary activities include:
     Improving the Quality of Education: Improving 
infrastructure and providing equipment in approximately 47 primary and 
secondary school campuses, primarily in the northern communities of 
Namibia. Additionally, this activity includes support to teacher 
training colleges for policy-relevant studies and improving science and 
computer training facilities.
     Vocational and Skills Training: Improving vocational and 
skills training through assisting with the establishment of a National 
Training Fund within the Namibia Training Authority and making 
operational a sustainable training levy system. This includes funding 
priority projects, including tourism training (through competitive 
grants), construction and renovation of approximately nine Community 
Skills Development Centers (``COSDECs''), and facilitating private 
partnerships to address market demands for employment.
     Access to and Management of Textbooks: Upgrading access to 
and management of textbooks through operational support and reforms to 
establish more transparent, competitive acquisition processes for new 
textbooks, and to ensure adequate distribution and management 
procedures. This includes funding the acquisition of science, math, and 
English textbooks for grades 5 to 12 on a national level.
     Regional Study and Resource Centers (``RSRCs'' or 
``Libraries''): Construction of approximately three regional Libraries 
in underserved areas that will improve access to documentation, 
information resources, training materials and programs, and study 
facilities.
     Expanding and Improving Access to Tertiary Education 
Finance: Expanding access to tertiary finance through assisting the 
Ministry of Education in its efforts to establish a sustainable and 
widely accessible tertiary and technical education finance system.
     Cross-Project Support: Strengthening the Ministry of 
Education's HIV/AIDS Management Unit and developing HIV/AIDS awareness 
and prevention plans related to construction activities.
B. Tourism Project ($66.95 Million)
    The tourism project will improve the management and infrastructure 
of Etosha National Park, enhance the marketing of Namibian tourism, and 
develop the capacity of communal conservancies to attract investments 
in ecotourism and capture a greater share of the revenue generated by 
tourism in Namibia. Together, these activities will generate income and 
create employment opportunities for some of the poorest populations in 
Namibia, while preserving the natural resources that serve as the base 
for the tourism industry.
    Primary activities include:
     Improved Management and Infrastructure of Etosha National 
Park: Improving the management capacity, providing improved 
infrastructure in management centers and staff housing in strategic 
locations, and providing road building/maintenance and game 
translocation equipment.
     Marketing Namibian Tourism: Increasing tourist arrivals to 
Namibia by ramping up marketing to North American tourists, developing 
and marketing local and regional tourism route packages (with the 
explicit aim of directing tourists to conservancies), and developing a 
fully interactive Web site.
     Ecotourism Development in Conservancies: Building the 
capacity of conservancies to attract investment, preserve their natural 
resources and receive a greater share of revenues, through the 
provision of a range of technical assistance to approximately 31 high-
tourism potential conservancies designed to render them financially 
self-sustainable. In addition, grant funding will be provided, based on 
individual conservancy needs and demand, to some of these conservancies 
to attract tourism enterprises.
C. Agriculture Project ($46.96 Million)
    The agriculture project aims to increase the economic performance 
of the agricultural sector by strengthening the land tenure system, 
introducing community-based rangeland management practices, and 
building capacity of the livestock system to support farmers' ability 
to increase productivity and profits from livestock sales. In addition, 
the project will increase the volume, quality, and added value of INPs 
for export to regional and international markets.
    Primary activities include:
     Land Access and Management: Improving the communal land 
regime and introducing effective community-based rangeland management 
practices through a comprehensive public awareness and outreach 
campaign on land rights, capacity building for Communal Land Boards, a 
systematic verification and registration process to regularize land, 
and training in community-based management of rangeland resources.
     Livestock Support: Constructing approximately five new 
veterinary centers in key, high volume livestock areas, in under-served 
communities. This includes introducing a traceability system for the 
livestock supply chain that meets food safety requirements and assists 
in herd management at the farm level, as well as support for reducing 
costs and losses, post-farm gate, in the marketing system of livestock 
in the NCAs.

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     Indigenous Natural Products: Assisting primary producer 
organizations to increase the volume, quality, and added value of the 
natural products they collect and harvest, in addition to advancing 
their operational and business capacity. This includes funding 
research, testing, and application of innovations and services critical 
to the INP industry's immediate, short- and long-term competitiveness.

4. Program Impact

A. Education Project
    The lack of education and training of the Namibian population has 
been identified in MCC's internal growth diagnostic, by the World Bank, 
and others as a binding constraint to growth and poverty reduction. As 
a result, well-designed investments that enhance the efficiency and 
effectiveness of the education and training sector are expected to have 
a high economic rate of return.
    Expected results of the education project include:
     Over a million students across Namibia will benefit from 
improved provision of textbooks and higher quality of education.
     An estimated 11,000 additional students will receive 
financing for tertiary education. By alleviating the high-level skills 
constraint in the Namibian economy, greater private investment and 
employment will likely result from an expansion of the tertiary sector. 
In addition, a more sustainable fiscal framework for tertiary education 
will shift the distribution of benefits of public education towards the 
poor.
     Up to 49,000 uneducated and unemployed (poor or near-poor) 
individuals over 20 years will receive training at the Community Skills 
and Development Centers.
     An estimated 2,000 additional vocational training 
graduates over a 20 year period will receive higher income due to 
improved training opportunities through the National Training Fund.
     Over the course of 20 years, 47 schools targeted for 
renovation and expansion will produce approximately 41,700 graduates in 
primarily rural northern communities. These graduates will benefit from 
a higher quality of education and higher lifetime income.
     Regional study and resource centers will meet the 
information and study needs of an estimated 8,000 individuals a year 
(about ten percent of the population of the towns where the centers are 
located), including upper primary, secondary and post-secondary 
students enrolled in distance learning, young people seeking skills 
upgrading, small business owners using computer facilities, and adults 
attending continuing education courses.
B. Tourism Project
    Over the past 10 years, Namibia's tourism sector has enjoyed strong 
growth of 6.9 percent per annum (source: World Travel and Tourism 
Council 2007). However, stronger or more sustained tourism growth could 
be achieved through an enhanced marketing effort and improved wildlife 
and natural resource management, which would improve the tourism 
experience in Namibia's national protected areas.
    Expected results of the tourism project include:
     An estimated 4,000 additional tourists per year as a 
result of marketing activities, and incremental added value by overseas 
tourists of approximately $7 million. Based on a recent study of the 
benefits of the national protected areas, the benefits will be shared 
in proportions similar to the wider tourism economy, in which 
approximately 24 percent of the benefits will accrue to the poor or 
near-poor.
     Investments in Etosha National Park will lead to increased 
tourism visits and added value to the Namibian economy, as well as 
increased income and receipts at Etosha National Park. The investments 
in Etosha National Park, combined with those for increased tourism 
marketing, will result in increased wages for an estimated 23,000 new 
employees in the tourism industry.
     An estimated 7,000 individuals are likely to enjoy 
significantly higher income as a result of full and part time 
employment generated through this project. Another 111,000 conservancy 
residents are expected to receive benefits through dividends or 
community-level projects.
C. Agriculture Project
    MCC interventions will improve the security of land rights, the 
equitableness of access to land, the productivity and sustainability of 
communal rangeland resources, the productivity of herds, and the 
efficiency of livestock marketing and quarantine in the north. These 
activities--in particular, the land access and management activity--
will create enabling conditions for communal and poor farmers to 
benefit from future public investments in the livestock sector.
    Despite rapid growth in the INP sector, additional funding is 
necessary to improve coordination in preserving scarce renewable 
resources, address the lack of skills of primary producers, and 
catalyze research and development in the sector.
    Expected results of the agriculture project include:
     Over 130,000 individuals, primarily in the north, will 
benefit from improved market efficiency, improved land tenure security, 
and more equitable access to land. Fifty communities, with an average 
of 36 cattle-owning households, will potentially benefit from the 
rangeland management component.
     The INP activity is expected to increase incomes for over 
200,000 households, and to increase incomes for primary producers, a 
majority of whom are poor and female, and for whom small increases in 
cash income can represent important supplementary household income.

5. Program Management

    The GRN will incorporate the Compact program into its existing 
government systems. The National Planning Commission (``NPC''), a 
ministry-level government agency charged with directing development 
resources, has been proposed as the designated accountable entity 
(``MCA-Namibia''). As such, it will have overall responsibility for the 
oversight, management, and implementation of the program. A program 
implementation unit within NPC will be responsible for the day-to-day 
administration of the Compact. In addition, the GRN has proposed that 
the Ministries of Education; Agriculture, Water and Forestry; and 
Environment and Tourism, assist in the implementation of the specific 
projects to ensure integration, coordination, and sustainability of 
MCC's investments.
A. MCA-Namibia Board of Directors
    The NPC commissioners will serve as the MCA-Namibia Board of 
Directors. The commission currently consists of 14 members, six of whom 
are GRN officials specified by the NPC's enabling statute, with the 
remaining members appointed by the President of Namibia. As the six 
specified GRN officials do not include representatives from the 
Ministry of Education or the Ministry of Environment and Tourism, the 
GRN has agreed that two of the appointed commission member slots will 
be filled with representatives from these ministries. The remaining 
appointed board members will be civil society and private sector 
members, selected by the President based on their expertise in the 
development field.
    MCA-Namibia will rely on existing consultative committees to serve 
as stakeholder committees for each project. These committees include 
members

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from the public and private sectors, and civil society. They are broad-
based and offer relevant technical expertise plus a solid understanding 
of socioeconomic and environmental realities in Namibia.
B. MCA-Namibia Program Implementation Unit
    Senior management of MCA-Namibia will consist of the chief 
executive officer (CEO); two deputy CEOs; director of administration 
and finance; project director for education, tourism and agriculture; 
environment and social assessment manager; monitoring and evaluation 
manager; legal advisor; and procurement manager. In addition to other 
standard operational staff, much of the technical expertise will come 
from government affiliates. To support MCA-Namibia and strengthen 
financial and procurement controls, MCA-Namibia will competitively 
recruit an external fiscal agent and procurement agent.

6. Program Assessment

A. Consultative Process
    The GRN initiated consultations in all 13 regions of the country in 
mid-2006. These consultations have been ongoing particularly in those 
sectors that the Compact program will support. Stakeholders included 
government officials at national and regional levels, local authority 
counselors and stakeholders, regional coordination committees, regional 
AIDS committees, regional emergency units, land boards, farmers 
associations, conservancy groups, women's associations, church groups, 
youth groups, vulnerable members of society, non-governmental 
organizations, community-based organizations, and the private sector. 
An important and noteworthy aspect of the consultative process is the 
absence of major divergence between the issues identified at national 
and regional levels. This appears to confirm that, in general, there is 
consensus within Namibia on priorities for economic growth--a consensus 
built on previous consultative processes for Vision 2030, the National 
Development Plans, Participatory Poverty Assessments, and other sector-
level consultations.
    MCA-Namibia, in close consultation and cooperation with the 
stakeholders for each of the program components, will continue to 
consult and inform Namibians country-wide on the Compact to ensure 
broad-based understanding, appreciation, commitment, and ownership of 
the program.
B. Government Commitment
    The GRN has demonstrated commitment to the Compact development 
process by fully funding an MCA-Namibia core team since mid-2006, 
undertaking efforts to enhance performance on MCC Selection Indicators, 
proposing an ambitious lower-middle income country (``LMIC'') 
counterpart contribution, and adopting certain sector-specific policy 
reforms that are complementary to the Compact activities.
     Ongoing Effort of MCA-Namibia Core Team: GRN commitment to 
the program is evidenced by a budgetary commitment to the Compact 
development process amounting to over $1.55 million over two years, the 
establishment of a 13-member MCA-Namibia core team, and the provision 
of significant office space and equipment for the MCA-Namibia core team 
in Windhoek. Coordinated by MCA-Namibia, GRN officials and other non-
governmental stakeholders have been engaged in refining the proposal 
over the past year and half.
     MCC Eligibility Criteria: The GRN is in the process of 
developing a Performance Improvement Plan (``PIP'') to enhance 
Namibia's performance on the specific indicators where it falls below 
the median, namely girls' primary education completion, immunization 
rates, natural resource management, land rights and access, costs of 
starting a business, and fiscal policy. In addition, the GRN has named 
a senior-level point of contact within the Office of the President to 
lead and oversee the indicator performance enhancement efforts. MCC 
anticipates that the GRN will submit the PIP by mid-2008.
     LMIC Country Contribution: The GRN has proposed a 
substantial counterpart contribution to the Compact, which primarily 
entails investments in complementary sector programs of ETSIP, 
livestock, and management and business plans for Etosha National Park. 
In addition, the GRN is committing to fund a significant portion of the 
additional line ministry staff expenses required for Compact 
implementation, such as increased staff resources from the Directorate 
of Veterinary Services and the Ministry of Education. As part of 
ensuring sustainability of MCC investments, the GRN will provide 
upfront, detailed budget commitments for all additional recurrent 
expenditures required for the staffing, operations, and maintenance of 
all infrastructure included in the Compact.
     Sector-Specific Policy Reforms: The GRN has made several 
notable advancements in the education, tourism, and agriculture 
sectors, encompassing:
Education Project
     Enactment of the National Training Fund within the Namibia 
Training Authority under the Vocational Education and Training Act of 
2008;
     Establishment and staffing of the National Training 
Authority;
     Approval of a new National Textbook Policy for primary and 
secondary schools (2008); and
     Adoption of policies for the Colleges of Education to 
allow for their semi-autonomy and introduction of performance 
contracts.
Tourism Project
     Adoption of Ministry of Environment and Tourism Strategic 
Plan;
     Adoption of Etosha National Park Management Plan and 
Business Plan; and
     Passage of the Environmental Management Bill into law 
establishing mandatory environmental review and mitigation procedures 
in Namibia (2007).
Agriculture Project
     Drafting the Access to Genetic Resources and Associated 
Traditional Knowledge bill that regulates the methods of harvesting and 
cultivation of indigenous natural products (passage into law by the 
Namibian Parliament and enactment by its President pending).
C. Environmental and Social Assessment
Education Project
    The education project is considered a Category B project due to the 
environmental and social impacts that will result from the activities. 
The GRN will identify and assess environmental impacts as a result of 
detailed design work completed prior to entry into force. Limited 
resettlement impacts are anticipated to result from the education 
project. MCA-Namibia and the Ministry of Education have been 
coordinating with local communities on the acquisition of land in 
compliance with World Bank Operational Policy 4.12 on Involuntary 
Resettlement in advance of the MCC investments. No resettlement impacts 
are anticipated to result from the infrastructure investments at the 
general schools.
    The education project is expected to lead to beneficial gender and 
social impacts by providing improved services and facilities to 
targeted communities. The COSDECs will benefit unemployed

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youth, women, and low-skilled adults by providing training in 
entrepreneurship, business management, and other vocational skills 
critical to the local labor market. The proposed improvements at the 
approximately 47 general schools, including the provision of water and 
sanitation and new construction designs that provide disability access, 
will improve the quality of and access to schools for female and 
disabled learners.
    HIV/AIDS education needs strengthening as the guidance and support 
to teachers and trainers is limited. HIV/AIDS awareness and prevention 
plans will also be implemented on construction contracts, where each 
facility is located for the schools, COSDECs, and RSRCs.
Tourism Project
    The tourism project is categorized as a Category A project due to 
potential site-specific environmental and social impacts in sensitive 
areas anticipated from the construction of national park management 
centers in fragile ecosystems home to small populations of vulnerable 
ethnic groups. Tourism development activities supported through an 
independent fund established to provide community-based wildlife 
organizations with equity shares in tourism joint-ventures and support 
for wildlife relocation activities will be classified as Category D. 
While the environmental and social impacts of Compact-supported tourism 
activities are not anticipated to be significant in nature, they are 
occurring in sensitive areas and will require mitigation through 
environmental management plans, as well as support to ongoing voluntary 
resettlement actions to provide land for the San ethnic group outside 
of national parks.
    The construction and rehabilitation of management centers in Etosha 
National Park will require an environmental impact assessment and site-
specific environmental management plans. Social safeguards associated 
with the Etosha National Park management centers will include the 
implementation of HIV/AIDS awareness and prevention programs for both 
national park staff and construction contractors, and conditions to 
ensure park employees have access to schools for their children.
    Women and vulnerable groups have been actively involved in land 
management, resource governance, and revenue-generating activities 
through the tourism sector in Namibia, and MCC's investment will ensure 
their continued participation. Membership in the conservancies is 
almost equally split between men and women, and as of January 2006, 
women comprised 37 percent of all conservancy management committee 
members. Underrepresented groups, such as San and Himba peoples, are 
active members in conservancies in their traditional homelands, which 
provide them with revenue generating opportunities previously 
unavailable, and MCC funding will be used to increase economic 
opportunities through tourism on conservancies in San and Himba 
homelands.
Agriculture Project
    The land access and management activity is a Category B activity 
due to potential site-specific environmental impacts stemming from land 
use management decisions. These impacts are not anticipated to be 
significant and can be mitigated through environmental management plans 
and participatory community-level decision making processes.
    The communal land support sub-activity is intended to reduce land 
degradation and provide more secure access to land for the residents of 
the NCAs. Additionally, the community-based rangeland and livestock 
management sub-activity is intended to improve the productivity of 
grasslands and provide communities with the ability to plan their 
grazing for more sustainable land use. However, MCC-funded 
interventions intended to improve land use and clarify ownership rights 
could lead to the involuntary loss of livelihood access or resettlement 
if community-based land use planning actions are abused by elites.
    The livestock support activity is a Category B activity due to 
potential site-specific environmental impacts resulting from the 
construction and operation of veterinary centers, rehabilitation of 
quarantine camps, and construction of community, municipal or private 
sector livestock marketing facilities through matching funds from MCC. 
As the livestock market efficiency improvement intervention involves an 
intermediate funding facility, it is a Category D investment. While 
these impacts are not anticipated to be significant in nature, they 
will require mitigation through environmental management plans.
    MCA-Namibia will procure an environmental assessment to analyze 
potential environmental impacts of the livestock infrastructure 
construction and rehabilitation, and develop site-specific 
environmental mitigation plans for each site. Given the remote location 
of these facilities, specific measures will need to be integrated into 
the final design of these facilities to ensure proper disposal so that 
untreated wastes do not go directly into streams or rivers, as is the 
case in some areas.
    For any veterinary infrastructure built through the livestock 
market efficiency improvement fund, MCA-Namibia will develop 
environmental screening and siting criteria, as well as guidelines for 
environmental procedures to follow during construction and operation of 
these facilities. Periodic and random performance audits of 
infrastructure funding recipients will take place to ensure they are 
complying with these requirements.
    The INP activity is a Category A activity due to potentially 
significant environmental impacts anticipated to result from increased 
harvesting, utilization, and export of species listed for protection 
under the Convention on the International Trade of Endangered Species.

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

Table of Contents

Article 1. Goal and Objectives
    Section 1.1 Compact Goal
    Section 1.2 Program Objective
    Section 1.3 Project Objectives
Article 2. Funding and Resources
    Section 2.1 Program Funding
    Section 2.2 Compact Implementation Funding
    Section 2.3 MCC Funding
    Section 2.4 Disbursement
    Section 2.5 Interest
    Section 2.6 Namibia Resources; Budget
    Section 2.7 Limitations on the Use of MCC Funding
    Section 2.8 Taxes
    Section 2.9 Lower Middle Income Countries
Article 3. Implementation
    Section 3.1 Program Implementation Agreement
    Section 3.2 Responsibilities
    Section 3.3 Policy Performance
    Section 3.4 Assurances
    Section 3.5 Implementation Letter
    Section 3.6 Procurement
    Section 3.7 Records; Accounting; Covered Providers; Access
    Section 3.8 Audits; Reviews
Article 4. Communications
    Section 4.1 Communications
    Section 4.2 Representatives
    Section 4.3 Signatures
Article 5. Termination; Suspension; Refunds
    Section 5.1 Termination; Suspension
    Section 5.2 Refunds; Violation
    Section 5.3 Survival
    Section 5.4 Post-Termination Discussions
Article 6. Compact Annexes; Amendments; Governing Law
    Section 6.1 Annexes
    Section 6.2 Amendments
    Section 6.3 Inconsistencies
    Section 6.4 Governing Law

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    Section 6.5 Additional Instruments
    Section 6.6 References to MCC Web site
    Section 6.7 References to Law, Regulations, Policies and 
Guidelines
    Section 6.8 MCC Status
Article 7. Entry Into Force
    Section 7.1 Domestic Requirements
    Section 7.2 Conditions Precedent to Entry into Force
    Section 7.3 Date of Entry into Force
    Section 7.4 Compact Term
    Section 7.5 Provisional Application
Annex I: Program Description
Annex II: Multi-Year Financial Plan Summary
Annex III: Description of the Monitoring and Evaluation Plan
Annex IV: Conditions to Disbursement of Compact Implementation 
Funding
Annex V: Definitions
Annex VI: MCA-Namibia Procurement Rules

Millennium Challenge Compact Preamble

    This Millennium Challenge Compact (this ``Compact'') is between the 
United States of America, acting through the Millennium Challenge 
Corporation, a United States government corporation (``MCC''), and the 
Republic of Namibia (``Namibia'') (individually a ``Party'' and 
collectively, the ``Parties'').
    Recalling that Namibia consulted with the private sector and civil 
society of the Republic of Namibia to determine the priorities for the 
use of Millennium Challenge Account assistance and developed and 
submitted to MCC a proposal focused on poverty reduction through 
improving human resources, capacities and skills, enhancing public and 
private sector investment in tourism and increasing agricultural 
productivity; and
    Recognizing that MCC wishes to help the Republic of Namibia 
implement a program to achieve the goal and objectives described herein 
(the ``Program'');
    Capitalized terms used herein shall have the meanings specified in 
Annex V hereto.
    The Parties hereby agree as follows:

Article 1. Goal and Objectives

Section 1.1 Compact Goal
    The goal of this Compact is to reduce poverty in the Republic of 
Namibia through economic growth (the ``Compact Goal'').
Section 1.2 Program Objective
    The objective of the Program (as further described in Annex I) (the 
``Program Objective'') is to increase the competence of the Namibian 
workforce (knowledge, skills and attitude), and increase the 
productivity of agricultural and non-agricultural enterprises in rural 
areas.
Section 1.3 Project Objectives
    The objectives of the Projects (as further described in Annex I) 
(each a ``Project Objective'' and collectively, the ``Project 
Objectives'') are:
    (a) The objective of the Education Project is to improve the 
quality of the workforce in Namibia by enhancing the equity and 
effectiveness of basic, vocational, and tertiary education and of 
technical skills.
    (b) The objective of the Tourism Project is to grow the Namibian 
tourism industry with explicit targeting of income streams to 
conservancy households.
    (c) The objective of the Agriculture Project is to increase the 
total value added from livestock in the northern communal areas of the 
Republic of Namibia and to increase income from indigenous natural 
products accruing to the poor nationwide.

Article 2. Funding and Resources

Section 2.1 Program Funding
    MCC hereby grants to Namibia, under the terms of this Compact, an 
amount not to exceed Three Hundred Four Million Four Hundred Seventy-
Seven Thousand Eight Hundred Sixteen United States Dollars 
(US$304,477,816) (``Program Funding'') for use by Namibia to implement 
the Program. The allocation of Program Funding is generally described 
in Annex II to this Compact.
Section 2.2 Compact Implementation Funding
    (a) MCC hereby grants to Namibia, under the terms of this Compact, 
in addition to the Program Funding described in Section 2.1, an amount 
not to exceed Nineteen Million Five Hundred Forty-Three Thousand One 
Hundred Seventy-Five United States Dollars (US$19,543,175) (``Compact 
Implementation Funding'') under Section 609(g) of the Millennium 
Challenge Act of 2003, as amended (the ``MCA Act''), for use by Namibia 
for the following purposes:
    (i) Fiscal and procurement administration activities and costs 
(including, for example, costs related to standby agents procured by 
MCC);
    (ii) Administrative activities including start-up costs such as 
staff salaries and administrative support expenses such as rent, 
computers and other information technology or capital equipment;
    (iii) Baseline surveys for monitoring and evaluation;
    (iv) Additional work for feasibility studies and development of 
technical scopes; and
    (v) Other Compact implementation activities approved by MCC.
    The allocation of Compact Implementation Funding is generally 
described in Annex II to this Compact.
    (b) Notwithstanding Section 7.3 of this Compact, as of the date 
that this Compact is signed by MCC and Namibia (i) this Section 2.2 
shall be effective, and (ii) any other provisions of this Compact 
applicable to Compact Implementation Funding shall be effective for 
purposes of Compact Implementation Funding only, provided that the MCA-
Namibia Procurement Rules will only be effective after ratification of 
this Compact by Namibia.
    (c) Each Disbursement (as defined in Section 2.4) of Compact 
Implementation Funding shall be subject to satisfaction of the 
conditions to such disbursement as set forth on Annex IV.
    (d) If, after the first anniversary of this Compact entering into 
force, MCC determines that the full amount of Compact Implementation 
Funding under Section 2.2(a) of this Compact exceeds the amount which 
reasonably can be utilized for the purposes and uses set forth in 
Section 2.2(a) of this Compact, MCC, by written notice to Namibia, may 
withdraw the excess amount, thereby reducing the amount of the Compact 
Implementation Funding as set forth in Section 2.2(a) (such excess, the 
``Excess CIF Amount''). In such event, the amount of Compact 
Implementation Funding granted to Namibia under Section 2.2(a) will be 
reduced by the Excess CIF Amount, and MCC will have no further 
obligations with respect to such Excess CIF Amount.
    (e) MCC, at MCC's option by written notice to Namibia, may elect to 
grant to Namibia an amount equal to all or a portion of such Excess CIF 
Amount as an increase in the Program Funding, and such additional 
Program Funding will be subject to the terms and conditions of this 
Compact applicable to Program Funding.
Section 2.3 MCC Funding
    Program Funding and Compact Implementation Funding are collectively 
referred to in this Compact as ``MCC Funding.''
Section 2.4 Disbursement
    In accordance with this Compact and the Program Implementation 
Agreement (as defined in Section 3.1), MCC will disburse MCC Funding 
for expenditures incurred in furtherance of the Program (each instance, 
a ``Disbursement''). Subject to the satisfaction of all applicable 
conditions, the proceeds of such Disbursements will be made

[[Page 46726]]

available to Namibia, at MCC's sole election, by (a) deposit to one or 
more bank accounts established by Namibia and acceptable to MCC (each, 
a ``Permitted Account'') or (b) direct payment to the relevant provider 
of goods, works or services in connection with the implementation of 
the Program. MCC Funding may be expended only to cover Program 
expenditures as provided in this Compact and the Program Implementation 
Agreement.
Section 2.5 Interest
    Namibia will pay to MCC any interest or other earnings that accrue 
on MCC Funding in accordance with the Program Implementation Agreement 
(whether by directing such payments to a bank account outside Namibia 
that MCC may from time to time indicate or as otherwise directed by 
MCC).
Section 2.6 Namibia Resources; Budget
    (a) In accordance with Section 609(b)(2) of the MCA Act, Namibia 
will make a contribution towards meeting the Objectives of this 
Compact. Annex II describes such contribution in more detail. In 
addition, Namibia will provide all funds and other resources, and will 
take all actions, that are necessary to carry out Namibia's 
responsibilities and obligations under this Compact.
    (b) Namibia will use its best efforts to ensure that all MCC 
Funding it receives or is projected to receive in each of its fiscal 
years is fully accounted for in its annual budget on a multi-year 
basis.
    (c) Namibia will not reduce the normal and expected resources that 
it would otherwise receive or budget from sources other than MCC for 
the activities contemplated under this Compact and the Program.
    (d) Unless Namibia discloses otherwise to MCC in writing, MCC 
Funding will be in addition to the resources that Namibia would 
otherwise receive or budget for the activities contemplated under this 
Compact and the Program.
Section 2.7 Limitations on the Use of MCC Funding
    Namibia will ensure that MCC Funding will not be used for any 
purpose that would violate United States law or policy, as specified in 
this Compact or as further notified to Namibia in writing or by posting 
on the MCC Web site at https://www.mcc.gov (the ``MCC Web site''), 
including but not limited to the following purposes:
    (a) For assistance to, or training of, the military, police, 
militia, national guard or other quasi-military organization or unit;
    (b) For any activity that is likely to cause a substantial loss of 
United States jobs or a substantial displacement of United States 
production;
    (c) To undertake, fund or otherwise support any activity that is 
likely to cause a significant environmental, health, or safety hazard, 
as further described in MCC's Environmental Guidelines posted on the 
MCC Web site (the ``MCC Environmental Guidelines''); or
    (d) To pay for the performance of abortions as a method of family 
planning or to motivate or coerce any person to practice abortions, to 
pay for the performance of involuntary sterilizations as a method of 
family planning or to coerce or provide any financial incentive to any 
person to undergo sterilizations or to pay for any biomedical research 
which relates, in whole or in part, to methods of, or the performance 
of, abortions or involuntary sterilization as a means of family 
planning.
Section 2.8 Taxes
    (a) Unless the Parties otherwise specifically agree in writing, and 
subject to the provisions of Sections 2.8(b)(ii) and (iii) and 2.8(c), 
Namibia will ensure that each of the following is free from the payment 
of any existing or future taxes, duties, levies, contributions or other 
similar charges (``Taxes'') of or in Namibia (including any such Taxes 
imposed by a national, regional, local or other governmental or taxing 
authority of or in Namibia): (i) The Program; (ii) MCC Funding; (iii) 
interest or earnings on MCC Funding; (iv) any Project or activity 
implemented under the Program; (v) MCA-Namibia (as defined in Section 
3.2(b)) (vi) goods, works, services, technology and other assets and 
activities under the Program or any Project; (vii) persons and entities 
that provide such goods, works, services, technology and assets or 
perform such activities; and (viii) income, profits and payments with 
respect thereto. The Parties acknowledge and agree that the foregoing 
includes, inter alia, value added and other transfer taxes, profit and 
income taxes, property and ad valorem taxes, import and export duties 
and taxes (including for goods imported and re-exported for personal 
use), withholding taxes, payroll taxes, and social security and social 
insurance contributions.
    (b) The GRN and the USG may, at MCC's discretion, enter into one or 
more agreements setting forth the mechanisms for implementing this 
Section 2.8, including (i) waivers of certain filing and compliance 
requirements relating to Taxes, (ii) an agreement on exceptions to 
Section 2.8(a) above for fees or charges for services that are 
generally applicable in Namibia, reasonable in amount and imposed on a 
non-discriminatory basis, and (iii) one or more mechanisms to implement 
the provisions of Section 2.8(a) with respect to all or any of the 
Taxes that would otherwise be applicable, which may include exemptions 
from payment of such Taxes that have been granted in accordance with 
applicable law, refund or reimbursement of such Taxes by the Namibia to 
MCC or to the taxpayer, or payment by Namibia to MCA-Namibia or MCC, 
for the benefit of the Program, of an agreed amount representing any 
collectible Taxes on the items described in Section 2.8(a).
    (c) The provisions of Section 2.8(a) shall not apply to income 
Taxes on and contributions with respect to individuals who are 
nationals of Namibia and individuals who are ordinarily resident in 
Namibia, provided that such Taxes and contributions are equitable and 
are generally applicable to all nationals in Namibia.
    (d) If a Tax has been paid contrary to the requirements of this 
Section 2.8 or any agreement entered into pursuant to this Section 2.8, 
Namibia will refund promptly to MCC (or to another party as designated 
by MCC) the amount of such Tax in Namibia Dollars within thirty (30) 
days (or such other period as may be agreed in writing by the Parties) 
after Namibia is notified in writing (whether by MCC or MCA-Namibia) 
that such Tax has been paid.
    (e) No MCC Funding, proceeds thereof or Program assets may be 
applied by Namibia in satisfaction of its obligations under this 
Section 2.8.
Section 2.9 Lower Middle Income Countries
    Section 606(b) of the MCA Act restricts the amount of assistance 
that MCC may provide to ``lower middle income countries,'' a term that 
is defined in the MCA Act and includes Namibia. To the extent that MCC 
determines, in MCC's reasonable discretion, that the amount of Program 
Funding granted to Namibia in this Compact may result in a violation of 
Section 606(b) of the MCA Act, MCC, at any time and from time to time 
upon written notice to Namibia, may reduce the amount of Program 
Funding, or withhold any Disbursement of Program Funding, to avoid or 
remedy such a violation.

[[Page 46727]]

Article 3. Implementation

Section 3.1 Program Implementation Agreement
    Namibia will implement the Program in accordance with this Compact 
and as further specified in an agreement entered into between the GRN 
and the USG relating to, among other matters, implementation 
arrangements, fiscal accountability and disbursement and use of MCC 
Funding (the ``Program Implementation Agreement'' or ``PIA'').
Section 3.2 Responsibilities
    (a) Namibia has principal responsibility for overseeing and 
managing the implementation of the Program.
    (b) Namibia hereby designates the National Planning Commission 
(``NPC''), a governmental entity established under the laws of the 
Republic of Namibia pursuant to the National Planning Commission Act, 
1994 (the ``NPC Act''), as the accountable entity to implement the 
Program and to perform Namibia's rights and responsibilities to 
oversee, manage and implement the Program, including without 
limitation, managing the implementation of Projects and their 
activities, allocating resources and managing procurements. The NPC, 
acting in such designated capacity, will be referred to herein as 
``MCA-Namibia,'' and has the authority to bind Namibia with regard to 
all Program activities. The designation of this Section 3.2(b) will not 
relieve Namibia of any obligations and rights, for which Namibia 
retains full responsibility.
    (c) Namibia will ensure that no current law or regulation in 
Namibia makes unlawful or otherwise prevents or hinders the performance 
of any of Namibia's obligations under this Compact, the PIA or any 
other related agreement or any transaction contemplated hereby or 
thereby. Furthermore, Namibia will use its best efforts to ensure that 
no future law or regulation in Namibia will make unlawful or otherwise 
prevent or hinder the performance of any of Namibia's obligations under 
this Compact, the PIA or any other related agreement or any transaction 
contemplated hereby or thereby.
    (d) Namibia will ensure that any assets or services funded in whole 
or in part (directly or indirectly) by MCC Funding will be used solely 
in furtherance of this Compact and the Program unless otherwise agreed 
by MCC in writing.
    (e) Namibia will take all necessary or appropriate steps to achieve 
the Program Objective and Project Objectives during the Compact Term 
(as defined in Section 7.4).
Section 3.3 Policy Performance
    In addition to undertaking the specific policy, legal and 
regulatory reform commitments identified in Annex I (if any), Namibia 
will seek to maintain and to improve its level of performance under the 
policy criteria identified in Section 607 of the MCA Act, and the 
selection criteria and methodology used by MCC.
Section 3.4 Assurances
    Namibia assures MCC that:
    (a) As of the date this Compact is signed by Namibia, the 
information provided to MCC by or on behalf of Namibia in the course of 
reaching agreement with MCC on this Compact is true, correct and 
complete in all material respects;
    (b) This Compact, upon its ratification by Namibia, does not, and 
will not, conflict with any other obligation of Namibia, any other 
international agreement or obligation of Namibia or any of the laws of 
Namibia; and
    (c) Namibia will not invoke any of the provisions of its internal 
law to justify or excuse a failure to perform its duties or 
responsibilities under this Compact.
Section 3.5 Implementation Letters
    To assist Namibia in the implementation of this Compact, from time 
to time, MCC may issue implementation letters that will furnish 
additional guidance about implementation of this Compact, the PIA or 
other related agreements (each, an ``Implementation Letter''). The 
Parties may also issue jointly agreed-upon Implementation Letters to 
confirm and record their mutual understanding on aspects related to the 
implementation of this Compact, the PIA or other related agreements. 
Such Implementation Letters will be applied when implementing the 
Program.
Section 3.6 Procurement
    Namibia will ensure that the procurement of all goods, works and 
services by Namibia or any Provider (as defined in Section 3.7(c)) to 
implement the Program will be consistent with the MCA-Namibia Program 
Procurement Rules attached hereto as Annex VI (the ``MCA-Namibia 
Procurement Rules'') as provided for in the Program Implementation 
Agreement. The Procurement Rules will include, among others, the 
following requirements:
    (a) Open, fair, and competitive procedures must be used in a 
transparent manner to solicit, award and administer contracts and to 
procure goods, works and services;
    (b) Solicitations for goods, works, and services must be based upon 
a clear and accurate description of the goods, works and services to be 
acquired;
    (c) Contracts must be awarded only to qualified contractors that 
have the capability and willingness to perform the contracts in 
accordance with their terms on a cost effective and timely basis; and
    (d) No more than a commercially reasonable price, as determined, 
for example, by a comparison of price quotations and market prices, 
will be paid to procure goods, works and services.
Section 3.7 Records; Accounting; Covered Providers; Access
    (a) Namibia Books and Records. Namibia will maintain, and will use 
its best efforts to ensure that all Covered Providers (as defined in 
Section 3.7(c)) maintain accounting books, records, documents and other 
evidence relating to the Program adequate to show to MCC's satisfaction 
the use of all MCC Funding (``Compact Records''). In addition, Namibia 
will furnish or cause to be furnished to MCC, upon its request, all 
such Compact Records.
    (b) Accounting. Namibia will maintain and will 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 Namibia's option and with MCC's prior written 
approval, other accounting principles, such as those (i) prescribed by 
the International Accounting Standards Board, or (ii) then prevailing 
in Namibia. Compact Records must 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) Providers and Covered Providers. Unless the Parties agree 
otherwise in writing, a ``Provider'' is (i) any entity of Namibia that 
receives or uses MCC Funding or any other Program asset in carrying out 
activities in furtherance of this Compact or (ii) any third party that 
receives at least US$50,000 in the aggregate of MCC Funding (other than 
as salary or compensation as an employee of an entity of Namibia) 
during the Compact Term. A ``Covered Provider'' is (i) 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 Namibia 
fiscal year or any other non-United States person or entity that

[[Page 46728]]

receives, directly or indirectly, US$300,000 or more of MCC Funding 
from any Provider in such fiscal year, or (ii) 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 Namibia 
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.
    (d) Access. Upon MCC's request, Namibia, at all reasonable times, 
will permit, or cause to be permitted, authorized representatives of 
MCC, an authorized United States 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 Namibia to 
conduct any assessment, review or evaluation of the Program, the 
opportunity to audit, review, evaluate or inspect facilities and 
activities funded in whole or in part by MCC Funding.
Section 3.8 Audits; Reviews
    (a) Audits. Except as the Parties may otherwise agree in writing, 
Namibia will, on at least a semi-annual basis, conduct, or cause to be 
conducted, financial audits of all Disbursements of MCC Funding 
covering the period from signing of this 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 terms of the Program 
Implementation Agreement. In addition, upon MCC's request, Namibia will 
ensure that such audits are conducted by an independent auditor 
approved by MCC and named on the list of local auditors approved by the 
Inspector General of MCC (the ``Inspector General'') or a United 
States-based certified public accounting firm selected in accordance 
with the ``Guidelines for Financial Audits Contracted by MCA'' (the 
``Audit Guidelines'') issued and revised from time to time by the 
Inspector General, which are posted on the MCC Web site. Audits will be 
performed in accordance with the Audit Guidelines and be subject to 
quality assurance oversight by the Inspector General. Each audit must 
be completed and the audit report delivered to MCC no later than 90 
days after the first period to be audited and no later than 90 days 
after each June 30 and December 31 thereafter, or such other period as 
the Parties may otherwise agree in writing.
    (b) Audits of United States Entities. Namibia will ensure that 
agreements between Namibia or any Provider, on the one hand, and a 
United States nonprofit organization, on the other hand, that are 
financed with MCC Funding state that the United States nonprofit 
organization is subject to the applicable audit requirements contained 
in OMB Circular A-133 issued by the United States Government Office of 
Management and Budget (``OMB''). Namibia will ensure that agreements 
between Namibia or any Provider, on the one hand, and a United States 
for-profit Covered Provider, on the other hand, that are financed with 
MCC Funding state that the United States for-profit organization is 
subject to audit by the applicable United States Government agency, 
unless Namibia and MCC agree otherwise in writing.
    (c) Corrective Actions. Namibia will 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 Namibia's records, and 
require each such Covered Provider to permit independent auditors to 
have access to its records and financial statements as necessary.
    (d) Audit by MCC. MCC will have the right to arrange for audits of 
Namibia's use of MCC Funding.
    (e) 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.

Article 4. Communications

Section 4.1 Communications
    Any document or communication required or submitted by either Party 
to the other under this Compact must be in writing and, except as 
otherwise agreed with MCC, in English. For this purpose, the address of 
each Party is set forth below.

To MCC:
    Millennium Challenge Corporation, Attention: (a) Before this 
Compact enters into force, Vice President, Compact Development; and (b) 
after this Compact enters into force, Vice President, Compact 
Implementation, (in each case, with a copy to the Vice President and 
General Counsel), 875 Fifteenth Street, NW., Washington, DC 20005, 
United States of America, Facsimile: (202) 521-3700, Telephone: (202) 
521-3600, E-mail: VPDevelopment@mcc.gov (Vice President, Compact 
Development), VPImplementation@mcc.gov (Vice President, Compact 
Implementation), VPGeneralCounsel@mcc.gov (Vice President and General 
Counsel).

To Namibia:

    The Director General, National Planning Commission, Office of the 
President, Government Office Park, Luther Street, Block D, Room 206, 
Private Bag 12005, Windhoek, Republic of Namibia, Tel: +264 61 283 
4222, Fax: +264 61 250 751.

with a copy to:

    MCA-Namibia, Attention: Chief Executive Officer, c/o National 
Planning Commission, Office of the President, Government Office Park, 
Luther Street, Block D, Room 206, Private Bag 12005, Windhoek, Republic 
of Namibia, Tel: +264 61 283 4222, Fax: +264 61 250 751.
Section 4.2 Representatives
    For all purposes of this Compact (including, without limitation, 
signing agreements supplemental to this Compact), Namibia will be 
represented by the individual holding the position of, or acting as, 
the Director General of NPC, and MCC will be represented by (a) before 
this Compact enters into force, the individual holding the position of, 
or acting as, Vice President, Compact Development, and (b) after this 
Compact enters into force, the individual holding the position of, or 
acting as, Vice President, Compact Implementation (each of the 
foregoing, a ``Principal Representative''). Each Party, 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. Namibia hereby 
designates the chief executive officer of MCA-Namibia as an Additional 
Officer. A Party may change its Principal Representative to a new 
representative that holds a position of equal or higher rank upon 
written notice to the other Party.
Section 4.3 Signatures
    With respect to all documents other than this Compact or an 
amendment to this Compact, a signature delivered by facsimile or 
electronic mail will be binding on the Party delivering such signature 
to the same extent as an original signature would be.

Article 5. Termination; Suspension; Refunds

Section 5.1 Termination; Suspension
    (a) Either Party may terminate this Compact without cause in its 
entirety by giving the other Party thirty (30) days' written notice.

[[Page 46729]]

    (b) MCC may, immediately, upon written notice to Namibia, suspend 
or terminate this Compact or MCC Funding, in whole or in part, and any 
obligation related thereto, if MCC determines that any circumstance 
identified by MCC, in its reasonable discretion, as a basis for 
suspension or termination has occurred, which circumstances include but 
are not limited to the following:
    (i) Namibia fails to comply with its obligations under this 
Compact, the PIA or any other agreement or arrangement entered into by 
Namibia in connection with this Compact or the Program;
    (ii) An event or series of events has occurred that MCC determines 
makes it probable that the Program Objective or any of the Project 
Objectives will not be achieved during the Compact Term or that Namibia