Notice of Amendment to Compact With the Government of the Republic of Mali, 55141-55164 [E8-22431]

Agencies

• Millennium Challenge Corporation

[Federal Register Volume 73, Number 186 (Wednesday, September 24, 2008)]
[Notices]
[Pages 55141-55164]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-22431]


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MILLENNIUM CHALLENGE CORPORATION

[MCC FR 08-14]


Notice of Amendment to Compact With the Government of the 
Republic of Mali

AGENCY: Millennium Challenge Corporation.

ACTION: Notice.

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SUMMARY: In accordance with Section 609(i)(2) of the Millennium 
Challenge Act of 2003, as amended (Pub. L. 108-199, Division D), the 
Millennium Challenge Corporation is publishing a summary, justification 
and the complete text of the Amendment to Millennium Challenge Compact 
between the United States of America, acting through the Millennium 
Challenge Corporation, and the Government of the Republic of Mali. 
Representatives of the United States Government and the Government of 
the Republic of Mali executed the Amendment documents on September 11, 
2008.

    Dated: September 19, 2008.
William G. Anderson, Jr.,
Vice President and General Counsel, Millennium Challenge Corporation.

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

    The Board of Directors of the Millennium Challenge Corporation 
(MCC) has approved an amendment (the Amendment ) to the existing 
approximately $460.8 million, five-year Millennium Challenge Compact 
(the Compact ) between the United States of America, acting through 
MCC, and the Government of the Republic of Mali.

Background

    The Millennium Challenge Compact between the United States of 
America and the Government of the Republic of Mali was signed November 
13, 2006, and entered into force on September 17, 2007. The Mali 
Compact previously had three major projects--the Alatona Irrigation 
Project, the Airport Improvement Project, and the Industrial Park 
Project (each as defined in the Compact). Extensive feasibility studies 
of the Industrial Park Project and Airport Improvement Project 
highlighted the following issues:
    Policy and institutional arrangements related to the industrial 
park and industrial development were not in place, and reforms critical 
to a successful industrial park would have taken several years and 
significant effort to achieve. Therefore, it was no longer advisable to 
invest in industrial park physical infrastructure.
    The estimated costs of both the Airport Improvement and Industrial 
Park Projects were significantly higher than the amounts budgeted for 
such projects in the Compact. After a series of extensive 
consultations, MCA-Mali (the Malian entity implementing the Compact) 
formally requested that the Industrial Park Project be eliminated from 
the Compact and that funds from such project be reallocated and used 
for the Airport Improvement Project. It was agreed that the Alatona 
Irrigation Project would remain as set forth in the existing terms of 
the Compact with respect to its scope and budget allocation.

Scope of the Amendment

    The Amendment memorializes the proposed restructuring by enacting 
the following changes: (a) Funds currently allocated under the Compact 
to the Industrial Park Project will be reallocated to the Airport 
Improvement Project; and (b) the description of the Airport Improvement 
Project will be refined based on the results of the feasibility 
studies.
    In addition, given the challenges to achieving full implementation 
of the Airport Improvement Project within the term of the Compact, the 
Amendment revised the description of the Airport Improvement Project in 
the annexes to the Compact to allow the MCC to have future decision 
points regarding the scope of the Airport Improvement Project without 
having to further amend the Compact. No material changes are currently 
required to the scope or budget for the Alatona Irrigation Project.
    Finally, the Amendment revised the amendment provision of the 
Compact to permit additional amendments to the Compact, if necessary, 
without requiring such amendments to be subject to the domestic 
approval process that was required for the Compact, and the Amendment 
will update certain information, such as the MCC Principal 
Representative and the name of certain Government of Mali ministries on 
the MCA-Mali board of directors.

Effect of the Amendment

    The restructuring of the Compact will decrease overall compact risk 
since the Industrial Park Project was the most risky project under the 
Compact. The Amendment will decrease the environmental and social 
footprint of the Compact program; thereby decreasing the overall risks.
    The Airport Improvement Project will be implemented under 
significant time constraints, taking into account that the Compact 
entered into force on September 17, 2007. Although there appears ample 
time to design and renovate the Airport runway and other 
infrastructure, the schedule to design and construct the proposed new 
terminal building is tight. It also must be taken into account that, 
worldwide, implementation delays are common with airports and large 
construction projects of this nature.
    An implementation plan to address the completion risk has been 
developed and incorporated into the restructuring of the Compact, which 
includes a series of milestones for the preparation of a design brief 
for the proposed new terminal building, the mobilization of a project 
management team, and the activation of a design and supervision 
consultant. In the event one or more of these milestones are missed, 
the implementation plan will be revised by MCC. Under the new plan, MCC 
believes that the Airport Improvement Project will be completed within 
the five-year term of the Compact.

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

    This Amendment to Millennium Challenge Compact (this ``Amendment'') 
is made by and between the United States of America, acting through the 
Millennium Challenge Corporation, a United States government 
corporation (``MCC''), and the Government of the Republic of Mali (the 
``Government'') (each referred to herein individually as a ``Party'' 
and collectively, as the ``Parties''). All capitalized terms used in 
this Amendment that are not otherwise defined herein have the meanings 
given to such terms in the Compact (as defined below).

Recitals

    Whereas, the Parties entered into that certain Millennium Challenge 
Compact by and between the United States of America, acting through 
MCC, and the Government, on November 13, 2006 (the ``Compact ''), which 
entered into force on September 17, 2007, pursuant to which MCC grants 
to the Government, subject to the terms and conditions of the Compact, 
MCC Funding in an amount not to exceed Four Hundred

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Sixty Million Eight Hundred Eleven Thousand One Hundred and Sixty-Four 
United States Dollars (US$ 460,811,164) for a program to reduce poverty 
through economic growth in Mali (the ``Program'');
    Whereas, results of early studies and procurements suggest that the 
Program Objective, originally conceived as comprising three Project 
Objectives at the time of Compact signature, should be restructured to 
remove one Project Objective, revise the scope of another Project 
Objective, reallocate MCC Funding from the removed Project Objective to 
the rescoped Project Objective and correct the projections of the final 
Project Objective (the ``Program Restructuring'');
    Whereas, the Parties further desire to revise the description of 
the Board to acknowledge agreements made between the Parties and with 
MCA-Mali following the date of signature of the Compact;
    Whereas, in an effort to memorialize the Program Restructuring, the 
Parties hereby desire to amend certain parts of the Compact and its 
Annexes without changing the overall value or term of the Compact.
    Now, Therefore, in consideration of the foregoing and the mutual 
covenants and agreements set forth herein and in the Compact, the 
Parties hereby agree as follows:

Amendments

1. Amendment to Section 1.1

    Section 1.1 (Compact Goal; Objectives) of the Compact is hereby 
amended and restated as follows:
    Section 1.1 Compact Goal; Objectives. The goal of this Compact is 
to reduce poverty through economic growth in Mali by increasing 
production and productivity of agriculture, as well as expanding Mali's 
access to markets and trade (the ``Compact Goal ''). The key to 
advancing the Compact Goal is through the development of critical 
infrastructure and policy reform for productive sectors and addressing 
Mali's constraints to growth by capitalizing on two of its major 
assets, the Bamako-S[eacute]nou International Airport (the ``Airport 
''), the gateway for regional and international trade, and the 
agricultural potential of the Niger River (collectively, the ``Program 
Objective''). The Parties have identified the following project-level 
objectives (each, a ``Project Objective'') of this Compact to advance 
the Program Objective, and thus the Compact Goal, each of which is 
described in more detail in the Annexes attached hereto:
    (a) Establish an independent and secure link to the regional and 
global economy through infrastructure investments at the Airport and 
policy reform of the national air transport system (the ``Bamako-
S[eacute]nou Airport Improvement Project Objective''); and
    (b) Increase the agricultural production and productivity in the 
Alatona zone of the Office du Niger (``ON '') through the construction 
of a road, irrigation infrastructure, social infrastructure, 
agricultural services, land allocation and increased access to credit 
(the ``Alatona Irrigation Project Objective'').
    The Government expects to achieve, and shall use its best efforts 
to ensure the achievement of, the Compact Goal, Program Objective and 
Project Objectives during the Compact Term. The Program Objective and 
the individual Project Objectives are collectively referred to herein 
as ``Objectives'' and each individually as an ``Objective.''

2. Amendment to Section 5.1

    Section 5.1 (Communications) of the Compact is amended by replacing 
the notice information with the following:
    ``To MCC: Millennium Challenge Corporation, Attention: Vice 
President for Compact Implementation, (with a copy to the Vice 
President and General Counsel), 875 15th Street, NW., Washington, DC 
20005, United States of America, Facsimile: +1 (202) 521-3700, 
Telephone: +1 (202) 521-3600, E-mail: VPImplementation@mcc.gov (Vice 
President for Compact Implementation); VPGeneralCounsel@mcc.gov (Vice 
President and General Counsel)
    To the Government: Secretary General of the Presidency, BP 10 
Koulouba, Republic of Mali, Facsimile: +223 223-80-30, Telephone: +223 
223-0026, E-mail: cdiango@koulouba.pr.ml.''

3. Amendment to Section 5.2

    Section 5.2 (Representatives) of the Compact is amended by (i) 
deleting the words ``Vice President for Operations'' therein and 
replacing them with ``Vice President for Compact Implementation'' and 
(ii) deleting the words ``Prime Minister'' and replacing them with 
``Secretary General of the Presidency.''

4. Amendment to Section 5.3

    Section 5.3 (Amendments) of the Compact is amended and restated as 
follows:
    ``Section 5.3 Amendments. The Parties may amend this Compact only 
by a written agreement signed by the Principal Representatives of the 
Parties.''

5. Amendment to Section 5.11

    Section 5.11 (Signatures) of the Compact shall be amended by 
deleting the phrase ``or an amendment to this Compact pursuant to 
Section 5.3'' from the text of the first sentence of Section 5.3.

6. Amendment to Exhibit A

    Exhibit A (Definitions) of the Compact shall be amended by: (i) 
deleting the following terms and their definitions in their entirety: 
``BDS,'' ``Industrial Park,'' ``Industrial Park Project.'' ``Industrial 
Park Project Objective,'' the second ``Institutional Strengthening 
Activity,'' ``MSMEs,'' ``Primary and Secondary Infrastructure 
Activity,'' ``Resettlement Activity,'' and ``Revenue Authority,'' and 
(ii) replacing all references to ``Schedule 3 of Annex I'' with 
references to ``Schedule 2 of Annex I.''

7. Amendment to Annex I

    Annex I (Program Description) of the Compact shall be amended by 
deleting such Annex I (including its Schedules) in its entirety and 
replacing it with the substitute Annex I (including attached Schedules) 
attached hereto as Exhibit A.

8. Amendment to Annex II

    Annex II (Summary of Multi-Year Financial Plan) of the Compact 
shall be amended by deleting such Annex II (including its Exhibit) in 
its entirety and replacing it with the substitute Annex II (including 
the attached Exhibit) attached hereto as Exhibit B.

9. Amendment to Annex III

    Annex III (Description of the M&E Plan) of the Compact shall be 
amended by deleting such Annex III in its entirety and replacing it 
with the substitute Annex III attached hereto as Exhibit C.

General Provisions

10. Further Assurances

    Each Party hereby covenants and agrees, without necessity of any 
further consideration, to execute and deliver any and all such further 
documents and take any and all such other action as may be reasonably 
necessary or appropriate to carry out the intent and purpose of this 
Amendment.

11. Effect of This Amendment

    From and after the Amendment Effective Date (as defined below), the 
Compact and this Amendment shall be read together and construed as one 
document, and each reference in the Compact to the ``Compact,'' 
``hereunder,'' ``hereof'' or words of like import referring to the 
Compact, and each reference to the ``Compact,''

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``thereunder,'' ``thereof'' or words of like import in any Supplemental 
Agreement or in any other document or instrument delivered pursuant to 
the Compact or any Supplemental Agreement, shall mean and be construed 
as a reference to the Compact, as amended by this Amendment.

12. Limitations

    Except as expressly amended by this Amendment, all of the 
provisions of the Compact remain unchanged and in full force and 
effect.

13. Amendment Effective Date

    This Amendment 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 Amendment (including as set 
forth in Paragraph 14) and that all conditions set forth in Paragraph 
15 have been satisfied by the Government and MCC (the ``Amendment 
Effective Date'').

14. Domestic Requirements

    Prior to entry into force of this Amendment, the Government shall 
proceed in a timely manner to seek domestic ratification of this 
Amendment as necessary or required by the laws of Mali, or similar 
domestic requirement, in order that: (a) This Amendment shall be 
considered an international agreement under Mali law, (b) no laws of 
Mali (other than the Constitution of Mali) now or hereafter in effect 
shall take precedence or prevail over this Amendment or the Compact, as 
amended hereby, during the Compact Term (or a longer period to the 
extent provisions of the Compact remain in force following the 
expiration of the Compact Term pursuant to Section 5.13 of the 
Compact), and (c) each of the provisions of this Amendment is valid, 
binding and in full force and effect under the laws of Mali. The 
Government shall initiate such process promptly after the conclusion of 
this Amendment.

15. Condition Precedent to Amendment Effective Date

    As a condition precedent to the Amendment Effective Date, the 
Government shall deliver a certificate signed and dated by the 
Principal Representative of the Government, or such other duly 
authorized representative of the Government acceptable to MCC, that:
    (a) Certifies that the Government has completed all of its domestic 
requirements in order that, and attaches a legal opinion from the 
Supreme Court of Mali (or such other competent person acceptable to 
MCC) to the effect that, (1) this Amendment shall have the status of an 
international agreement, and the Compact, as amended hereby, continues 
to have the status of an international agreement, (2) no laws of Mali 
(other than the Constitution of Mali) now or hereafter in effect shall 
take precedence or prevail over this Amendment, or the Compact as 
amended hereby, during the Compact Term (or a longer period to the 
extent provisions of this Compact remain in force following the Compact 
Term pursuant to Section 5.13 of the Compact), and (3) each of the 
provisions of this Amendment shall be valid, binding and in full force 
and effect under the laws of Mali, and the Compact, as amended hereby, 
continues to be valid, binding and in full force and effect under the 
laws of Mali; and
    (b) Attaches thereto, and certifies that such attachments are true, 
correct and complete copies of all decrees, legislation, regulations or 
other governmental documents relating to its domestic requirements for 
this Amendment to enter into force and the satisfaction of Paragraph 
14, which MCC may post on its Web site or otherwise make publicly 
available.

16. English Language

    This Amendment is prepared and executed in English and, in the 
event of any ambiguity or conflict between this official English 
version and any translation made for the convenience of the Parties, 
this official English version will prevail.

17. Governing Law

    The Parties acknowledge and agree that this Amendment is an 
international agreement entered into for the purpose of amending the 
Compact and as such will be interpreted in a manner consistent with the 
Compact and will be governed by the principles of international law.

18. Counterparts

    This Amendment may be executed in counterparts, each of which shall 
constitute an original, but when taken together, shall constitute one 
instrument.

19. Provisional Application

    Upon signature of this Amendment, the Parties will provisionally 
apply this Amendment until the Amendment Effective Date.
    In Witness Whereof, the undersigned, duly authorized by their 
respective governments, have signed this Amendment to be dated the 
later of the dates indicated below their signatures and this Amendment 
shall become effective in accordance with Paragraph 13.
    Millennium Challenge Corporation, on behalf of the United States of 
America, Name: Darius Mans, Title: Vice President for Compact 
Implementation, Date: 9/11/08.
    The Government of the Republic of Mali, Name: Diango Cissoko, 
Title: Secretary General of the Presidency, Date: 9/11/08.

Exhibit A Annex I (Program Description)

Annex I Program Description

    This Annex I to the Compact (this ``Program Annex'') generally 
describes the Program that MCC Funding will support in Mali during the 
Compact Term and the results to be achieved from the investment of MCC 
Funding. Prior to any MCC Disbursement or Re-Disbursement, including 
for the Projects described herein, MCC, the Government (or a mutually 
acceptable Government Affiliate) and MCA-Mali shall enter into the 
Disbursement Agreement, which agreement shall be in form and substance 
mutually satisfactory to the Parties, and signed by the Principal 
Representative of each Party (or in the case of a Government Affiliate, 
the principal representative of such Government Affiliate) and of MCA-
Mali.
    Except as specifically provided herein, the Parties may amend this 
Program Annex without amending the Compact only by written agreement 
signed by the Principal Representative of each Party. Each capitalized 
term used but not defined in this Program Annex shall have the same 
meaning given such term elsewhere in this Compact. Unless otherwise 
expressly stated, each Section reference herein is to the relevant 
Section of the main body of this Compact.
1. Background; Consultative Process
    (a) Background.
    Mali is a landlocked country of 1.24 million sq km that shares a 
border with seven West African countries. One of the world's poorest 
countries, Mali ranks 174 out of 177 on the United Nations Development 
Program's Human Development Index, with low levels of literacy (19%) 
and life expectancy of 47.9 years. Sixty-four percent of Mali's 
approximately 13 million people are poor, a third living in extreme 
poverty. MCC's investments will support the development of key 
infrastructure and policy reform for productive sectors, by addressing 
the country's constraints to growth and capitalizing on two of Mali's 
major assets, the Airport, gateway for

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regional and international trade, and the Niger River Delta for 
irrigated agriculture. As proposed by the Government, the Program will 
create a platform for increased production and productivity of 
agriculture, as well as expand Mali's access to markets and trade.
    Investment in the Airport infrastructure will establish an 
independent and secure link to the regional and global economy, 
addressing the specific need of a landlocked, developing country. The 
investments in the Alatona zone of ON will be a catalyst for the 
transformation and commercialization of family farms. It will support 
Mali's national development strategy to increase the contribution of 
the rural sector to economic growth and help achieve national food 
security. These investments will be strengthened by policy reforms and 
institutional support such as formal land titles for the rural poor, 
demand-driven rural advisory services, an improved business 
environment, and increased access to markets and trade. These hard and 
soft investments will impact the poor in Mali, particularly Malian 
farmers, not only in Project zones but, over time, on a national and 
regional scale. The Program reinforces the Government's approach and 
commitment to democracy, decentralization, and empowerment of local 
communities. MCC-financed interventions will complement and reinforce 
national strategies for poverty reduction and economic growth.
    (b) Consultative Process.
    The Program strongly supports the third pillar of the poverty 
reduction strategy paper (``PRSP''): development of infrastructure and 
key support for productive sectors. The participatory process of the 
PRSP is characterized as having ``breadth'' and being ``systematic.'' 
The national structure for the implementation of the PRSP identified 
the following among the top constraints to economic growth in its 
consultative process:
    (i) Climatic risks affecting the rural sector with consequences on 
the national economy;
    (ii) High cost of factors of production;
    (iii) Fluctuations in prices of principal import and export 
products; and
    (iv) Isolation/landlocked nature of the country.
    The Program was designed to address these constraints. Priorities 
were defined by the national PRSP structure and refinement occurred in 
consultation with civil society and the private sector. This 
consultative process enriched and helped form the Proposal and its 
development. The insistence on rural land ownership and titling derived 
from dialogue with civil society and private sector actors. The need 
for inclusion of a strong component of social services for the Alatona 
zone was also reinforced through the consultative process.
    Members of the Government, private sector, and civil society 
(national non-governmental organizations and U.S. non-governmental 
organizations) played an active role in developing the Millennium 
Challenge Account proposal. Local non-governmental organizations 
(``NGOs''), including village-level women's associations, were directly 
involved in the process through numerous on-site workshops and meetings 
in the ON region. Consultations also took place with private sector and 
civil society actors around Bamako, as well as communities surrounding 
the Airport domain, who emphasized the need for improved infrastructure 
and increased economic activity to reduce poverty. Lastly, the 
Consultative Process involved participation of the U.S. NGO community, 
that has a strong presence in Mali, working on health, education, 
agriculture, governance, and economic development programs throughout 
the country.
2. Overview.
    (a) Projects. The Parties have identified the Projects that the 
Government will implement, or cause to be implemented, using MCC 
Funding to advance each Objective. Each Project is described in the 
Schedules to this Program Annex. The Schedules to this Program Annex 
also identify one or more of the activities that will be undertaken in 
furtherance of each Project (each, a ``Project Activity''), as well as 
the various activities within each Project Activity. Notwithstanding 
anything to the contrary in this Compact, the Parties may agree to 
modify, amend, terminate or suspend these Projects or to create a new 
project by written agreement signed by the Principal Representative of 
each Party without amending this Compact; provided, however, any such 
modification or amendment of a Project or creation of a new project 
shall (i) be consistent with the Compact Goal; (ii) not cause the 
amount of MCC Funding to exceed the aggregate amount specified in 
Section 2.1(a) of this Compact; (iii) not cause the Government's 
responsibilities or contribution of resources to be less than specified 
in Section 2.2 of this Compact or elsewhere in this Compact; and (iv) 
not extend the Compact Term.
    (b) Beneficiaries. The intended beneficiaries of each Project are 
described in the respective Schedule to this Program Annex and Annex 
III to the extent identified as of the date hereof. The intended 
beneficiaries shall be identified more precisely during the initial 
phases of implementation of the Program. The Government shall provide 
to MCC information on the population of the areas in which the Projects 
will be active, disaggregated by gender, income level and age. The 
Parties shall agree upon the description of the intended beneficiaries 
and the Parties will make publicly available a more detailed 
description of the intended beneficiaries of the Program, including 
publishing such description on the MCA-Mali Web site.
    (c) Civil Society. Civil society shall participate in overseeing 
the implementation of the Program through its representation on the 
Board and the Advisory Councils, as provided in Section 3(d) and 
Section 3(e), respectively, of this Program Annex. In addition, ongoing 
consultations with the civil society regarding the manner in which each 
Project is being implemented will take place throughout the Compact 
Term.
    (d) Monitoring and Evaluation. Annex III generally describes the 
plan to measure and evaluate progress toward achievement of the Compact 
Goal and the Objectives (the ``M&E Plan''). As outlined in the 
Disbursement Agreement and other Supplemental Agreements, continued 
disbursement of MCC Funding under this Compact (whether as MCC 
Disbursements or Re-Disbursements) shall be contingent on, among other 
things, successful achievement of certain Targets as set forth in the 
M&E Plan.
3. Implementation Framework
    The implementation framework and the plan for ensuring adequate 
governance, oversight, management, monitoring and evaluation (``M&E'') 
and fiscal accountability for the use of MCC Funding is summarized 
below and in the Schedules attached to this Program Annex, and as may 
otherwise be agreed in writing by the Parties.
    (a) General. The elements of the implementation framework will be 
further described in the Supplemental Agreements and in a set of 
detailed documents for the implementation of the Program, consisting of 
(i) a Multi-Year Financial Plan, (ii) a Fiscal Accountability Plan, 
(iii) a Procurement Plan, (iv) an M&E Plan, and (v) a Work Plan (each, 
an ``Implementation Document''). MCA-Mali shall adopt each 
Implementation Document in

[[Page 55145]]

accordance with the requirements and timeframe as may be specified in 
this Program Annex, Annex II, Annex III, and the Disbursement Agreement 
or as may otherwise be agreed by the Parties from time to time. MCA-
Mali may amend any Implementation Document without amending this 
Compact, provided that any material amendment of such Implementation 
Document has been approved by MCC and is otherwise consistent with the 
requirements of this Compact and any Supplemental Agreement. By such 
time as may be specified in the Disbursement Agreement, or as may 
otherwise be agreed by the Parties from time to time, MCA-Mali shall 
adopt a work plan for the overall administration of the Program (the 
``Work Plan''). The Work Plan shall set forth, with respect to (i) the 
administration of the Program, (ii) the monitoring and evaluation of 
the Program, and (iii) the implementation of each Project, the 
following: (1) each activity to be undertaken or funded by MCC Funding 
(to the level of detail mutually acceptable to MCA-Mali and MCC), (2) 
the Detailed Budget, and (3) where appropriate, the allocation of roles 
and responsibilities for specific activities, other programmatic 
guidelines, performance requirements, targets, and other expectations 
related thereto.
    (b) Government.
    (i) The Government shall promptly take all necessary and 
appropriate actions to carry out the Government Responsibilities and 
other obligations or responsibilities of the Government under and in 
furtherance of this Compact, including undertaking or pursuing such 
legal, legislative or regulatory actions or procedural changes and 
contractual arrangements as may be necessary or appropriate to achieve 
the Objectives, to successfully implement the Program, to designate any 
rights or responsibilities to any Permitted Designee, and to establish 
a legal entity, in a form mutually agreeable to the Parties (``MCA-
Mali''), which shall be a Permitted Designee and shall be responsible 
for the oversight and management of the implementation of this Compact 
on behalf of the Government. The Government shall promptly deliver to 
MCC certified copies of any documents, orders, decrees, laws or 
regulations evidencing such legal, legislative, regulatory, procedural, 
contractual or other actions.
    (ii) The Government shall ensure that MCA-Mali is duly authorized 
and organized, sufficiently staffed and empowered to carry out fully 
the Designated Rights and Responsibilities. Without limiting the 
generality of the preceding sentence, MCA-Mali shall be organized, and 
have such roles and responsibilities, as described in Section 3(d) of 
this Program Annex and as provided in the Governing Documents.
    (c) MCC.
    (i) Notwithstanding Section 3.11 of this Compact or any provision 
in this Program Annex to the contrary, and except as may be otherwise 
agreed upon by the Parties from time to time, MCC must approve in 
writing each of the following transactions, activities, agreements and 
documents prior to the execution or carrying out of such transaction, 
activity, agreement or document and prior to MCC Disbursements or Re-
Disbursements in connection therewith:
    (1) MCC Disbursements;
    (2) Each Implementation Document (including each component thereto) 
and any material amendments and supplements thereto;
    (3) Any Audit Plan;
    (4) Agreements (i) between the Government and MCA-Mali, (ii) 
between the Government, a Government Affiliate, MCA-Mali or any other 
Permitted Designee, on the one hand, and any Provider or Affiliate of a 
Provider, on the other hand, which require such MCC approval under 
applicable law, the Disbursement Agreement, any Governing Document, or 
any other Supplemental Agreement, or (iii) in which the Government, a 
Government Affiliate, MCA-Mali or any other Permitted Designee 
appoints, hires, or engages any of the following in furtherance of this 
Compact:
    (A) Auditor;
    (B) Reviewer;
    (C) Fiscal Agent;
    (D) Procurement Agent;
    (E) Bank;
    (F) Implementing Entity (as required under Section 3(f) of this 
Program Annex); and
    (G) A member of the Board (including any Observer), any Officer or 
any other key employee of MCA-Mali (including agreements involving the 
terms of any compensation for any such person).
    (Any agreement described in clause (i) through (iii) of this 
Section 3(c)(i)(4) of this Program Annex and any amendments and 
supplements thereto, each, a ``Material Agreement'');
    (5) Any modification, termination or suspension of a Material 
Agreement, or any action that would have the effect of such a 
modification, termination or suspension of a Material Agreement;
    (6) Any agreement that is (A) not at arm's length or (B) with a 
party related to the Government, MCA-Mali or any of their respective 
Affiliates;
    (7) Any Re-Disbursement that requires such MCC approval under 
applicable law, any Governing Document, or any other Supplemental 
Agreement (each, a ``Material Re-Disbursement'');
    (8) Any pledge of any MCC Funding or any Program Assets, or any 
guarantee, directly or indirectly, of any indebtedness (each, a 
``Pledge'');
    (9) Any decree, legislation, regulation, contractual arrangement 
(including the Governance Agreement), or other charter document 
establishing or governing MCA-Mali (each, a ``Governing Document '');
    (10) Any disposition, in whole or in part, liquidation, 
dissolution, winding up, reorganization or other change of (A) MCA-
Mali, including any revocation or modification of or supplement to any 
Governing Document related thereto, or (B) any subsidiary or Affiliate 
of MCA-Mali;
    (11) Any change in character or location of any Permitted Account;
    (12) Formation or acquisition of any direct or indirect subsidiary, 
or other Affiliate, of MCA-Mali;
    (13) (A) Any change of any member of the Board (including any 
Observer), of the member serving as the Chair or in the composition or 
size of the Board, and the filling of any vacant seat of any member of 
the Board (including any Observer), (B) any change of any Officer or 
other key employee of MCA-Mali or in the composition or size of the 
Management, and the filling of any vacant position of any Officer or 
other key employee of MCA-Mali, and (C) any material change in the 
composition or size of any Advisory Council;
    (14) Any decision by MCA-Mali to engage, to accept or to manage any 
funds from any donor agencies or organizations in addition to MCC 
Funding during the Compact Term;
    (15) Any decision to amend, supplement, replace, terminate, or 
otherwise change any of the foregoing; and
    (16) Any other activity, agreement, document or transaction 
requiring the approval of MCC in this Compact, applicable law, any 
Governing Document, the Disbursement Agreement, or any other 
Supplemental Agreement between the Parties.
    (ii) MCC shall have the authority to exercise its approval rights 
set forth in this Section 3(c) of this Program Annex in its sole 
discretion and independent of any participation or position taken by 
the MCC Representative at a meeting of the Board. MCC retains the right 
to revoke its approval of any matter, agreement, or action if MCC 
concludes, in its sole discretion, that its approval was issued on the 
basis of incomplete, inaccurate or misleading information furnished by 
the Government, any

[[Page 55146]]

Government Affiliate, MCA-Mali or any other Permitted Designee. 
Notwithstanding any provision in this Compact or any Supplemental 
Agreement to the contrary, the exercise by MCC of its approval rights 
under this Compact or any Supplemental Agreement shall not (1) diminish 
or otherwise affect the Government Responsibilities or any other 
obligations or responsibilities of the Government under this Compact or 
any Supplemental Agreement, (2) transfer any such obligations or 
responsibilities of the Government, or (3) otherwise subject MCC to any 
liability.
    (d) MCA-Mali.
    (i) General. Unless otherwise agreed by the Parties in writing, 
MCA-Mali shall, as a Permitted Designee, be responsible for the 
oversight and management of the implementation of this Compact. MCA-
Mali shall be governed by applicable law and the Governing Documents. 
Each Governing Document shall be in form and substance satisfactory to 
MCC and effective on or before the time specified in the Disbursement 
Agreement, and based on the following principles:
    (1) The Government shall ensure that MCA-Mali shall not assign, 
delegate or contract any of the Designated Rights and Responsibilities 
without the prior written consent of the Government and MCC. MCA-Mali 
shall not establish any Affiliates or subsidiaries (direct or indirect) 
without the prior written consent of the Government and MCC.
    (2) Unless otherwise agreed by the Parties in writing, MCA-Mali 
shall consist of (A) an independent board of directors (the ``Board'') 
to oversee MCA-Mali's responsibilities and obligations under this 
Compact (including any Designated Rights and Responsibilities) and (B) 
a management unit to have overall management (the ``Management'') 
responsibility for the implementation of this Compact.
    (3) The Government shall ensure that the Governing Documents comply 
with the requirements set forth in this Program Annex.
    (ii) Board.
    (1) Formation. The Government shall ensure that the Board shall be 
formed, constituted, governed and operated in accordance with the terms 
and conditions set forth in the Governing Documents and any 
Supplemental Agreement.
    (2) Composition. Unless otherwise agreed by the Parties in writing, 
the Board shall consist of no more than eleven (11) voting members and 
two (2) non-voting observers identified below.
    (A) The Board shall initially be composed of eleven (11) voting 
members as follows, provided that the members identified in subsections 
(i)--(vi) below (each, a ``Government Member,'' and each of the other 
voting members, a ``Civil Member'') may be replaced by another 
government official from a ministry or other government body relevant 
to the Program activities pursuant to the Governing Documents, subject 
to approval by MCC (such replacement to be referred to thereafter as a 
Government Member):
    (i) Representative from the President's Office, appointed as the 
chair (``Chair'') as provided in the Governing Documents;
    (ii) Representative from the Ministry responsible for 
transportation;
    (iii) Representative from the Ministry responsible for finance;
    (iv) Representative from the Ministry responsible for economy;
    (v) Representative from the Ministry responsible for agriculture;
    (vi) Representative from the Ministry responsible for territorial 
administration;
    (vii) Representative from the National Committee for Business 
Owners;
    (viii) Representative from the Chamber of Commerce and Industry;
    (ix) Representative from the Chamber of Agriculture;
    (x) Representative from civil society organizations representing 
youth, selected by the relevant national NGOs and civil society 
organizations and based on selection criteria agreed upon by the 
Parties; and
    (xi) Representative from civil society organizations representing 
women, selected by the relevant national NGOs and civil society 
organizations and based on selection criteria agreed upon by the 
Parties.
    (B) The non-voting observers of the Board (each, an ``Observer'') 
shall be:
    (i) A representative designated by MCC (the ``MCC 
Representative''); and
    (ii) A representative of environmental NGOs, selected by the 
relevant national NGOs and civil society organizations and based on 
selection criteria agreed upon by the Parties.
    (C) Each Government Member position (other than the Chair) shall be 
filled by the individual, during the Compact Term, holding the office 
identified and all Government Members (including the Chair) shall serve 
in their capacity as the applicable Government officials and not in 
their personal capacity.
    (D) Each Civil Member shall serve for the Compact Term.
    (E) The Voting Members, by majority vote, may alter the size of the 
Board in accordance with the Governing Documents so long as the total 
does not exceed eleven (11) members.
    (F) Each Observer shall have rights to attend all meetings of the 
Board, participate in the discussions of the Board, and receive all 
information and documents provided to the Board, together with any 
other rights of access to records, employees or facilities as would be 
granted to a member of the Board under the Governing Documents.
    (G) The Voting Members shall exercise their duties solely in 
accordance with the best interests of MCA-Mali, the Program, the 
Compact Goal and the Objectives, and shall not undertake any action 
that is contrary to those interests or would result in personal gain or 
a conflict of interest.
    (3) Roles and Responsibilities. The roles and responsibilities of 
the Board shall include the following:
    (A) The Board shall oversee the Management, the overall 
implementation of the Program, and the performance of the Designated 
Rights and Responsibilities.
    (B) Certain actions may be taken and certain agreements, documents 
or instruments executed and delivered, as the case may be, by MCA-Mali 
only upon the approval and authorization of the Board as provided under 
applicable law or as set forth in any Governing Document, including 
each MCC Disbursement Request, selection or termination of certain 
Providers and any Implementation Document.
    (C) The Chair, unless otherwise provided in the applicable 
Governing Documents, shall certify any documents or reports delivered 
to MCC in satisfaction of the Government's reporting requirements under 
this Compact or any Supplemental Agreement between the Parties (the 
``Compact Reports'') or any other documents or reports from time to 
time delivered to MCC by MCA-Mali (whether or not such documents or 
reports are required to be delivered to MCC), and that such documents 
or reports are true, correct and complete.
    (D) Without limiting the generality of the Designated Rights and 
Responsibilities that the Government may designate to MCA-Mali, and 
subject to MCC's contractual rights of approval as set forth in Section 
3(c) of this Program Annex, elsewhere in this Compact or any 
Supplemental Agreement, the Board shall have the exclusive authority as 
between the Board and the Management for all actions defined for the 
Board in any Governing Document and which are expressly designated 
therein as responsibilities that cannot be delegated further.
    (E) The Board shall meet with and exchange information with the 
Advisory

[[Page 55147]]

Councils, as contemplated in Section 3(e) of this Program Annex. 
Without limiting the generality of the foregoing, the Board shall take 
each Advisory Council's suggestions into consideration in connection 
with any amendment to the M&E Plan, pursuant to Section 5(b) of Annex 
III.
    (4) Indemnification of Civil Members, Observers, and Officers. The 
Government shall ensure, at the Government's sole cost and expense, 
that appropriate insurance is obtained and appropriate indemnifications 
and other protections are provided, acceptable to MCC and to the 
fullest extent permitted under the laws of Mali, to ensure that (A) the 
Civil Members and the Observers shall not be held personally liable for 
the actions or omissions of the Board or MCA-Mali and (B) Officers 
shall not be held personally liable for the actions or omissions of the 
Board, MCA-Mali or actions or omissions of the Officer so long as 
properly within the scope of Officer's authority. Pursuant to Section 
5.5 and Section 5.8 of this Compact, the Government and MCA-Mali shall 
hold harmless the MCC Representative for any liability or action 
arising out of the MCC Representative's role as an Observer on the 
Board. The Government hereby waives and releases all claims related to 
any such liability and acknowledges that the MCC Representative has no 
fiduciary duty to MCA-Mali. In matters arising under or relating to 
this Compact, the MCC Representative is not subject to the jurisdiction 
of the courts or any other governmental body of Mali. MCA-Mali shall 
provide a written waiver and acknowledgement that no fiduciary duty to 
MCA-Mali is owed by the MCC Representative.
    (iii) Management. Unless otherwise agreed in writing by the 
Parties, the Management shall report, through its chief executive 
officer (the ``Director General'') or other Officer as designated in 
any Governing Document, directly to the Board and shall have the 
composition, roles and responsibilities described below and set forth 
more particularly in the Governing Documents.
    (1) Composition. The Government shall ensure that the Management 
shall be composed of qualified experts from the public or private 
sectors, including such officers and staff as may be necessary to carry 
out effectively its responsibilities, each with such powers and 
responsibilities as set forth in the Governing Documents, and from time 
to time in any Supplemental Agreement between the Parties, including 
the following: (A) Director General; (B) Director of Finance and 
Administration; (C) Legal Adviser; (D) Director of Procurement; (E) 
Director of Environmental and Social Assessment; (F) Director of 
Monitoring and Evaluation; (G) Director of Airport Improvement Project; 
and (H) Director of Alatona Irrigation Project. Each person holding the 
position in any of the sub-clauses (A) through (H), and such other 
offices as may be created and designated in accordance with any 
Governing Document and any Supplemental Agreement, shall be referred to 
as an ``Officer.'' The Management shall be supported by appropriate 
administrative and support personnel consistent with the Detailed 
Budget for Program administration and any Implementation Document.
    (2) Appointment of Officers. The Director General shall be selected 
after an open and competitive recruitment and selection process, and 
appointed in accordance with the Governing Documents, which appointment 
shall be subject to MCC approval. Such appointment shall be further 
evidenced by such document as the Parties may agree. Unless otherwise 
specified in the Governing Documents, the Officers of MCA-Mali other 
than the Director General shall be selected and hired by the Board 
after an open and competitive recruitment and selection process, and 
appointed in accordance with the Governing Documents, which appointment 
shall be subject to MCC approval. Such appointment shall be further 
evidenced by such document as the Parties may agree.
    (3) Roles and Responsibilities. The roles and responsibilities of 
the Management shall include:
    (A) The Management shall assist the Board in overseeing the 
implementation of the Program and shall have principal responsibility 
(subject to the direction and oversight of the Board and subject to 
MCC's contractual rights of approval as set forth in Section 3(c) of 
this Program Annex or elsewhere in this Compact or any Supplemental 
Agreement) for the overall management of the implementation of the 
Program.
    (B) Without limiting the foregoing general responsibilities or the 
generality of Designated Rights and Responsibilities that the 
Government may designate to MCA-Mali, the Management shall develop each 
Implementation Document, oversee the implementation of the Projects, 
manage and coordinate monitoring and evaluation, ensure compliance with 
the Fiscal Accountability Plan, and such other responsibilities as set 
out in the Governing Documents or otherwise delegated to the Management 
by the Board from time to time.
    (C) Appropriate Officers as designated in the Governing Documents 
shall have the authority to contract on behalf of MCA-Mali under any 
procurement undertaken in accordance with the Disbursement Agreement 
(including the Procurement Guidelines) in furtherance of the Program.
    (D) The Management shall have the obligation and right to approve 
certain actions and documents or agreements, including certain Re-
Disbursements, MCC Disbursement Requests, Compact Reports, certain 
human resources decisions and certain other actions, as provided in the 
Governing Documents.
    (e) Advisory Councils.
    (i) Formation. The Government shall ensure the establishment of (1) 
an advisory council to the Board representing the beneficiaries of the 
Airport Improvement Project (``Airport Project Advisory Council''); and 
(2) an advisory council to the Board representing the beneficiaries of 
the Alatona Irrigation Project (the ``Alatona Zone Advisory Council,'' 
and, together with the Airport Project Advisory Council, the ``Advisory 
Councils'' and each an ``Advisory Council''), which Advisory Councils 
shall be independent of MCA-Mali and shall be established to the 
satisfaction of MCC. The Government shall take all steps necessary to 
establish the Advisory Councils as soon as possible following the 
execution of this Compact.
    (ii) Composition.
    (1) Each Advisory Council shall consist of no more than seventeen 
(17) voting members and shall be composed of representatives of 
relevant banking organizations, microfinance institutions, farmer 
associations, women's associations, chambers of commerce, local 
government, anti-corruption associations and environmental and social 
organizations (``Civil Society Stakeholders'').
    (2) The Government shall take all actions necessary and appropriate 
to ensure that each Advisory Council is established consistent with 
this Section 3(e) of this Program Annex and as otherwise specified in 
the Governing Documents or otherwise agreed in writing by the Parties. 
The composition of each Advisory Council may be adjusted by agreement 
of the Parties from time to time to ensure, among others, an adequate 
representation of the intended beneficiaries of the relevant Projects. 
Each member of an Advisory Council may appoint an alternate, approved 
by majority vote of the other members of such Advisory Council, to 
serve when the member is unable to

[[Page 55148]]

participate in a meeting of the Advisory Council.
    (iii) Roles and Responsibilities. Each Advisory Council shall be a 
mechanism to provide representatives of the private sector, civil 
society and local government the opportunity to provide advice and 
input to MCA-Mali regarding the implementation of this Compact. At the 
request of any Advisory Council, MCA-Mali shall provide such 
information and documents as it deems advisable, subject to appropriate 
treatment of such information and documents by the members of such 
Advisory Council. Specifically, during each meeting of an Advisory 
Council, MCA-Mali shall present an update on the implementation of this 
Compact and progress towards achievement of the Objectives. Each 
Advisory Council shall have an opportunity to provide regularly to MCA-
Mali its views or recommendations on the performance and progress on 
the Projects and Project Activities, any Implementation Document, 
procurement, financial management or such other issues as may be 
presented from time to time to such Advisory Council or as otherwise 
raised by such Advisory Council.
    (iv) Meetings. Each Advisory Council shall hold at least two 
general meetings per year as well as such other periodic meetings as 
may be necessary or appropriate from time to time. The members of each 
Advisory Council shall be provided timely advance notice of all such 
general meetings, invited to participate in all such meetings and 
afforded an opportunity during each such meeting to present their views 
or recommendations to such Advisory Council.
    (v) Accessibility; Transparency. The members of each Advisory 
Council shall be accessible to the beneficiaries they represent to 
receive the beneficiaries' comments or suggestions regarding the 
Program. The notices for, and the minutes (including the views or 
recommendations of the Civil Society Stakeholders expressed) of all 
general meetings of, each Advisory Council shall be made public on the 
MCA-Mali Web site or otherwise (including television, radio and print) 
in a timely manner.
    (f) Implementing Entities. Subject to the terms and conditions of 
this Compact and any other Supplemental Agreement between the Parties, 
MCA-Mali may engage one or more Government Affiliates to implement and 
carry out any Project, Project Activity (or a component thereof) or any 
other activities to be carried out in furtherance of this Compact 
(each, an ``Implementing Entity''). The Government shall ensure that 
MCA-Mali enters into an agreement with each Implementing Entity, in 
form and substance satisfactory to MCC, that sets forth the roles and 
responsibilities of such Implementing Entity and other appropriate 
terms and conditions (including the payment of the Implementing Entity, 
if any) (an ``Implementing Entity Agreement''). Any Implementing Entity 
Agreement between MCA-Mali and a Government Affiliate that is a 
Provider or as may otherwise be required under the Disbursement 
Agreement shall be in form and substance satisfactory to MCC. The 
Implementing Entity shall report directly to the relevant Officer, as 
designated in the applicable Implementing Entity Agreement or as 
otherwise agreed by the Parties.
    (g) Fiscal Matters.
    (i) Fiscal Agent. The Government shall ensure that MCA-Mali engages 
a fiscal agent following an international competitive process (a 
``Fiscal Agent''), who shall be responsible for, among other things: 
(1) Assisting MCA-Mali in preparing the Fiscal Accountability Plan; (2) 
ensuring and certifying that Re-Disbursements are properly authorized 
and documented in accordance with established control procedures set 
forth in the Disbursement Agreement, the Fiscal Agent Agreement and 
other Supplemental Agreements; (3) Re-Disbursement from, and cash 
management and account reconciliation of, any Permitted Account 
established and maintained for the purpose of receiving MCC 
Disbursements and making Re-Disbursements (to which the Fiscal Agent 
has sole signature authority); (4) providing applicable certifications 
for MCC Disbursement Requests; (5) maintaining and retaining proper 
accounting, records and document disaster recovery system of all MCC-
funded financial transactions and certain other accounting functions; 
(6) producing reports on MCC Disbursements and Re-Disbursements 
(including any requests therefor) in accordance with established 
procedures set forth in the Disbursement Agreement, the Fiscal Agent 
Agreement, the Fiscal Accountability Plan, or any other Supplemental 
Agreements; (7) assisting in the preparation of budget development 
procedures; and (8) internal management of the Fiscal Agent operations. 
Upon the written request of MCC, the Government shall ensure that MCA-
Mali terminates the Fiscal Agent, without any liability to MCC, and the 
Government shall ensure that MCA-Mali engages a new Fiscal Agent, 
subject to approval by the Board and MCC. The Government shall ensure 
that MCA-Mali enters into an agreement with the Fiscal Agent, in form 
and substance satisfactory to MCC, that sets forth the roles and 
responsibilities of the Fiscal Agent and other appropriate terms and 
conditions, such as payment of the Fiscal Agent (a ``Fiscal Agent 
Agreement''). Such Fiscal Agent Agreement shall not be terminated until 
MCA-Mali has engaged a successor Fiscal Agent or as otherwise agreed by 
MCC in writing.
    (h) Auditors and Reviewers. The Government shall ensure that MCA-
Mali carries out the Government's audit responsibilities as provided in 
Sections 3.8(d), (e) and (f) of this Compact, including engaging one or 
more auditors (each, an ``Auditor'') required by Section 3.8(d) of this 
Compact. As requested by MCC in writing from time to time, the 
Government shall ensure that MCA-Mali also engages (i) an independent 
reviewer to conduct reviews of performance and compliance under this 
Compact pursuant to Section 3.8(f) of this Compact, which reviewer 
shall have the capacity to (1) conduct general reviews of performance 
or compliance, (2) conduct environmental audits, and (3) conduct data 
quality assessments in accordance with the M&E Plan, as described more 
fully in Annex III; and/or (ii) an independent evaluator to assess 
performance as required under the M&E Plan (each, a ``Reviewer''). MCA-
Mali shall select any such Auditor(s) and Reviewer(s) in accordance 
with any Governing Document or other Supplemental Agreement. The 
Government shall ensure that MCA-Mali enters into an agreement with 
each Auditor and each Reviewer, in form and substance satisfactory to 
MCC, that sets forth the roles and responsibilities of the Auditor or 
Reviewer with respect to the audit, review or evaluation, including 
access rights, required form and content of the applicable audit, 
review or evaluation and other appropriate terms and conditions such as 
payment of the Auditor or Reviewer (the ``Auditor/Reviewer 
Agreement''). In the case of a financial audit required by Section 
3.8(d) of this Compact, such Auditor/Reviewer Agreement shall be 
effective no later than one hundred and twenty (120) days prior to the 
end of the relevant period to be audited; provided, however, if MCC 
requires concurrent audits of financial information or reviews of 
performance and compliance under this Compact, then such Auditor/
Reviewer Agreement shall be effective no later than the date agreed by 
the Parties in writing.
    (i) Procurement Agent. The Government shall ensure that MCA-Mali

[[Page 55149]]

engages one or more procurement agents through an international 
competitive process (each, a ``Procurement Agent'') to carry out and 
certify specified procurement activities in furtherance of this Compact 
on behalf of the Government, MCA-Mali, or the Implementing Entity. The 
roles and responsibilities of each Procurement Agent and the criteria 
for selection of a Procurement Agent shall be as set forth in the 
applicable Implementation Letter or Supplemental Agreement. The 
Government shall ensure that MCA-Mali enters into an agreement with 
each Procurement Agent, in form and substance satisfactory to MCC, that 
sets forth the roles and responsibilities of the Procurement Agent with 
respect to the conduct, monitoring and review of procurements and other 
appropriate terms and conditions, such as payment of the Procurement 
Agent (each, a ``Procurement Agent Agreement''). Any Procurement Agent 
shall adhere to the procurement standards set forth in the Disbursement 
Agreement and the Procurement Guidelines and ensure procurements are 
consistent with the procurement plan adopted by MCA-Mali pursuant to 
the Disbursement Agreement (the ``Procurement Plan''), unless MCA-Mali 
and MCC otherwise agree in writing.
4. Finances and Fiscal Accountability
    (a) Multi-Year Financial Plan; Detailed Budget.
    (i) Multi-Year Financial Plan. The multi-year financial plan for 
the Program, showing the estimated amount of MCC Funding allocable to 
each Project, the administration of the Program (and its components) 
and the monitoring and evaluation of the Program (the ``Multi-Year 
Financial Plan'') over the Compact Term on an annual basis, is 
summarized in Annex II to this Compact.
    (ii) Detailed Budget. During the Compact Term, the Government shall 
ensure that MCA-Mali timely delivers to MCC a detailed budget, at a 
level of detail and in a format acceptable to MCC, for the 
administration of the Program, the monitoring and evaluation of the 
Program, and the implementation of each Project (the ``Detailed 
Budget''). The Detailed Budget shall be a component of the Work Plan 
and shall be delivered by such time as specified in the Disbursement 
Agreement, or as may otherwise be agreed by the Parties.
    (iii) Expenditures. Unless the Parties otherwise agree in writing, 
no financial commitment involving MCC Funding shall be made, no 
obligation of MCC Funding shall be incurred, and no Re-Disbursement 
shall be made or MCC Disbursement Request shall be submitted, for any 
activity or expenditure unless the expense for such activity or 
expenditure is provided for in the Detailed Budget, and unless 
uncommitted funds exist in the balance of the Detailed Budget for the 
relevant period.
    (iv) Modifications to Multi-Year Financial Plan or Detailed Budget. 
Notwithstanding anything to the contrary in this Compact, MCA-Mali may 
amend the Multi-Year Financial Plan, the Detailed Budget, or any 
component thereof (including any amendment that would reallocate the 
funds among the Projects, the Project Activities, or any activity under 
Program administration or M&E), without amending this Compact so long 
as MCA-Mali requests in writing and receives the approval of MCC for 
such amendment and such amendment is consistent with the requirements 
of this Compact (including Section 4 of Annex II), the Disbursement 
Agreement and any other Supplemental Agreement between the Parties. Any 
such amendment shall (1) be consistent with the Compact Goal and the 
Implementation Documents; (2) shall not cause the amount of MCC Funding 
to exceed the aggregate amount specified in Section 2.1(a) of this 
Compact; and (3) shall not cause the Government's obligations or 
responsibilities or overall contribution of resources to be less than 
as specified in Section 2.2(a) of this Compact, this Annex I or 
elsewhere in this Compact. Upon any such amendment, MCA-Mali shall 
deliver to MCC a revised Detailed Budget, together with a revised 
Multi-Year Financial Plan, reflecting such amendment, along with the 
next MCC Disbursement Request.
    (b) Disbursement and Re-Disbursement. The Disbursement Agreement, 
as amended from time to time, shall specify the terms, conditions and 
procedures on which MCC Disbursements and Re-Disbursements shall be 
made. The obligation of MCC to make MCC Disbursements or approve Re-
Disbursements is subject to the fulfillment, waiver or deferral of any 
such terms and conditions. The Government and MCA-Mali shall jointly 
submit the applicable request for an MCC Disbursement (the ``MCC 
Disbursement Request'') as may be specified in the Disbursement 
Agreement. MCC will make MCC Disbursements for valid and approved 
requirements upon request by the Fiscal Agent from time to time as 
provided in the Disbursement Agreement or as may otherwise be agreed by 
the Parties, subject to Program requirements and performance by the 
Government, MCA-Mali and other relevant parties in furtherance of this 
Compact. Re-Disbursements will be made from time to time based on 
requests by an authorized representative of the appropriate party 
designated for the size and type of Re-Disbursement in accordance with 
any Governing Document and Disbursement Agreement; provided, however, 
unless otherwise agreed by the Parties in writing, no Re-Disbursement 
shall be made unless and until the written approvals specified herein 
and in any Governing Document and the Disbursement Agreement for such 
Re-Disbursement have been obtained and delivered to the Fiscal Agent.
    (c) Fiscal Accountability Plan. By such time as specified in the 
Disbursement Agreement or as otherwise agreed by the Parties, MCA-Mali 
shall adopt, as part of the Implementation Documents, a plan that 
identifies the principles, mechanisms and procedures to ensure 
appropriate fiscal accountability for the use of MCC Funding provided 
under this Compact, including the process to ensure that open, fair, 
and competitive procedures will be used in a transparent manner in the 
administration of grants or cooperative agreements and the procurement 
of goods, works and services for the accomplishment of the Objectives 
(the ``Fiscal Accountability Plan''). The Fiscal Accountability Plan 
shall set forth, among others, requirements with respect to the 
following matters: (i) Re-Disbursements, timely payment to vendors, 
cash management and account reconciliation; (ii) funds control and 
documentation; (iii) accounting standards and systems; (iv) content and 
timing of reports; (v) preparing budget development procedures and the 
Compact implementation budget; (vi) policies concerning records, 
document disaster recovery, public availability of all financial 
information and asset management; (vii) procurement and contracting 
practices; (viii) inventory control; (ix) the role of independent 
auditors; (x) the roles of fiscal agents and procurement agents; (xi) 
separation of duties and internal controls; and (xii) certifications, 
powers, authorities and delegations.
    (d) Permitted Accounts. The Government shall establish, or cause to 
be esta