Zakon o potvrđivanju Finansijskog ugovora Klinički centri faza II između Evropske investicione banke i Republike Srbije

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Zakon o potvrđivanju Finansijskog ugovora Klinički centri faza II između Evropske investicione banke i Republike Srbije

ARTICLE 6Čl. 6.1–6.12
UvodUvod
Borrower undertakings and representations
The undertakings in this remain in force from the Date of Effectiveness for so long as any amount is outstanding under this Contract or the Credit is in force.
A. PROJECT UNDERTAKINGS
Article6.1

Use of Loan and availability of other funds

The Borrower shall, and shall ensure that the Promoter shall, use all amounts borrowed by it under this Contract for the execution of the Project.
The Borrower shall ensure that it has available to it the other funds listed in Recital (b) and that such funds are expended, to the extent required, on the financing of the Project.
The Loan proceeds shall not be used for the payment of value added tax on sales of goods and services and import of goods and services, costs of customs duties and other import duties, taxes and other impositions occurring in the execution of implementation of the Project.
Article6.2

Completion of Project

The Borrower shall, acting through the Ministry of Health as the Promoter, carry out the Project in accordance with the Technical Description as may be modified from time to time with the approval of the Bank, and complete it by the final date specified therein.
Article6.3

Increased cost of Project

If the total cost of the Project exceeds the estimated figure set out in Recital (b), the Borrower shall obtain the finance to fund the excess cost without recourse to the Bank, so as to enable the Project to be completed in accordance with the Technical Description. The plans for funding the excess cost shall be communicated to the Bank without delay.
Article6.4

Procurement procedure

The Borrower, acting through the Ministry of Health as the Promoter, undertakes to purchase equipment, secure services and order works for the Project by acceptable procurement procedures complying, to the Bank’s satisfaction, with its policy as described in its Guide to Procurement.
The Borrower, acting through the Promoter, shall promptly inform the Bank of any changes related to the initially submitted procurement plan and provide the Bank with all documentation and information in relation thereto, so that the Bank may review any proposed modification of the Project scope and ensure alignment with the eligibility and general objectives of the Project.
Prior to any procurement procedure in relation to any Project component financed by the Bank, the Borrower, acting through the Promoter, shall provide evidence to the Bank’s satisfaction that the technical documentation concerning works for which procurement procedure is to be conducted is up to date and meets the necessary quality standards.
The Borrower, acting through the Promoter, shall ensure that the tender dossiers for all contracts to be financed by the Bank shall include an effective national mechanism, as provided by the laws of the Borrower, for the remedy of complaints. Such national remedy mechanism shall be available to any party having had an interest in obtaining a particular contract and who has been, or risks being harmed by an alleged infringement.
Article6.5

Continuing Project undertakings

The Borrower, acting through the Ministry of Health as Promoter (where applicable), shall:
a)
Maintenance: maintain, repair, overhaul and renew all property forming part of the Project as required to keep it in good working order;
b)
Project assets: unless the Bank shall have given its prior consent in writing retain title to and possession of substantially all the assets comprising the Project or, as appropriate, replace and renew such assets and maintain the Project in substantially continuous operation in accordance with its original purpose; the Bank may withhold its consent only where the proposed action would prejudice the Bank's interests as lender to the Borrower or would render the Project ineligible for financing by the Bank under its Statute or under article 309 of the Treaty on the Functioning of the European Union;
c)
Insurance: insure all works and property forming part of the Project with first class insurance companies in accordance with the most comprehensive relevant industry practice;
d)
Rights and Permits: maintain in force all rights of way or use and all Authorisations necessary for the execution and operation of the Project;
e)
Environment and Social:
(i)
implement and operate the Project in compliance with the Environmental and Social Standards;
(ii)
obtain and maintain requisite Environmental or Social Approvals for the Project;
(iii)
comply with any such Environmental or Social Approvals;
(iv)
following completion of each Project component consisting of new construction, obtain and submit to the Bank at least the EDGE Certification Level 1 (EDGE CERTIFIED) or equivalent green building certification;
(v)
ensure that adequate Environmental and Social Plan and Health and Safety Management Plan, defined according to the legal requirements and related documents, are implemented and monitored during the construction of the Project;
(vi)
promptly notify the Bank of any unexpected environmental impacts or incidents during the relevant construction works.
Article6.6

Additional Undertakings

The Borrower, acting through the Ministry of Health as Promoter (where applicable), shall:
a)
ensure that, to the Bank’s satisfaction, the PIU is created and maintained under the Ministry of Health during the entire term of the Contract. The Borrower, acting through the Promoter, shall ensure that the PIU is adequately staffed and equipped, in line with the terms of reference agreed with the Bank, with qualified and dedicated personnel, and supported and advised as necessary by suitable technical assistance, whereby the personnel shall include at minimum the following expertise: (i) project management; (ii) procurement specialist; (iii) engineering specialist (covering both construction and medical equipment); (iv) hospital services planning specialist; (v) financial and contract management specialist; (vi) any additional qualifications, if and as needed during Project implementation;
b)
maintain a Steering Committee during the whole duration of the Project, composed as described under Interpretations and Definitions Section hereto;
c)
at the request of the Bank, promptly provide an updated forecast of expenditures for the whole duration of the Project;
d)
not make any expenditures for new construction works until it has provided to the Bank a copy of the building permit in relation to the relevant construction works;
e)
at Project mid-term (30th June 2028), provide a comprehensive Human Resources and Training Plan for each clinical centre forming part of the Project, elaborating the future service capacity by main specialisation, the staffing structure for efficient operation, a recruitment and training strategy, and the operating cost budget for implementation of the respective plan.
B. GENERAL UNDERTAKINGS
Article6.7

Compliance with laws

The Borrower shall, and shall ensure that the Promoter will, comply in all respects with all laws to which it or the Project is subject, if failure so to comply would materially impair the ability of the Borrower to perform its obligations under this Contract.
Article6.8

Books and records

The Borrower shall, and shall ensure that the Promoter shall:
a)
ensure that it has, and that the Promoter has, kept and will continue to keep proper books and records of account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower, including expenditures in connection with the Project, in accordance with GAAP as in effect from time to time;
b)
keep records of contracts financed with the proceeds of the Loan including a copy of the contract itself and material documents relating to the procurement for at least 6 (six) years from substantial performance of the contract; and
c)
ensure that the books and records referred to under paragraphs (a) and
b)
above are kept at least until the later of (i) the date falling 6 (six) years after the last repayment of the Credit under this Contract; and (ii) the date when, if notified by the Bank to the Borrower to be ongoing in relation to the Contract, any audit, verification, appeal, litigation or pursuit of claim or investigation by the European Anti-Fraud Office (OLAF) has been closed.
Article6.9

Integrity

a)
Prohibited Conduct:
(i)
The Borrower (including when acting through the Ministry of Health as the Promoter) shall not engage in (and shall not authorise or permit any other person acting on its behalf to engage in) any Prohibited Conduct in connection with the Project, any tendering procedure for the Project, or any transaction contemplated by the Contract.
(ii)
The Borrower (including when acting through the Ministry of Health as the Promoter) undertakes to take such action as the Bank shall reasonably request to investigate or terminate any alleged or suspected occurrence of any Prohibited Conduct in connection with the Project.
(iii)
The Borrower, acting through the Promoter, undertakes to ensure that contracts financed by this Loan include the necessary provisions to enable the Borrower to investigate or terminate any alleged or suspected occurrence of any Prohibited Conduct in connection with the Project.
b)
Sanctions
The Borrower (including when acting through the Ministry of Health as the Promoter) shall not directly or indirectly:
i)
enter into a business relationship with, and/or make any funds and/or economic resources available to, or for the benefit of, any Sanctioned Person in connection with the Project,
ii)
use all or part of the proceeds of the Loan or lend, contribute or otherwise make available such proceeds to any person in any manner that would result in a breach by itself and/or by the Bank of any Sanctions; or
iii)
fund all or part of any payment under this Contract out of proceeds derived from activities or businesses with a Sanctioned Person or in any manner that would result in a breach by itself and/or by the Bank of any Sanctions.
It is acknowledged and agreed that the undertakings set out in this are only sought by and given to the Bank to the extent that to do so would be permissible pursuant to any applicable anti- boycott rule of the EU such as Regulation (EC) 2271/96.
c)
Relevant Persons
The Borrower (including when acting through the Ministry of Health as the Promoter) shall undertake to take within a reasonable timeframe appropriate measures in respect of any Relevant Person who is the subject of a final and irrevocable court ruling in connection with Prohibited Conduct perpetrated in the course of the exercise of their professional duties, in order to ensure that such Relevant Person is excluded from any of the activities in relation to the Loan and to the Project.
Article6.10

Data Protection

a)
When disclosing information (other than mere contact information relating to the Borrower’s personnel involved in the management of this Contract ("Contact Details")) to the Bank in connection with this Contract, the Borrower (including when acting through the Ministry of Health) shall redact or otherwise amend that information (as necessary) so that it does not contain any information relating to identified or identifiable individuals ("Personal Information"), except where this Contract specifically requires, or the Bank specifically requests in writing, to disclose such information in the form of Personal Information.
b)
Before disclosing any Personal Information other than Contact Details) to the Bank in connection with this Contract, the Borrower (including when acting through the Ministry of Health) shall ensure that each individual to whom such Personal Information relates:
(i)
has been informed of the disclosure to the Bank (including the categories of Personal Information to be disclosed); and
(ii)
has been advised on the information contained in (or has been provided with an appropriate link to) the Bank’s privacy statement in relation to its lending and investment activities as set out from time to time at https://www.eib.org/en/privacy/lending (or such other address as the Bank may notify to the Borrower in writing from time to time).
Article6.11

General Representations and Warranties

The Borrower (including when acting through the Ministry of Health) represents and warrants to the Bank that:
a)
it has the power to execute, deliver and perform its obligations under this Contract and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same by it;
b)
this Contract constitutes its legally valid, binding and enforceable obligations;
c)
the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Contract do not and will not contravene or conflict with:
(i)
any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject;
(ii)
any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Contract;
d)
there has been no Material Adverse Change since 16 July 2025;
e)
no event or circumstance which constitutes an Event of Default has occurred and is continuing unremedied or unwaived;
f)
no litigation, arbitration, administrative proceedings or investigation is current or to its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against it any unsatisfied judgement or award;
g)
it has obtained all necessary Authorisations in connection with this Contract and in order to lawfully comply with its obligations hereunder, and the Project and all such Authorisations are in full force and effect and admissible in evidence;
h)
its payment obligations under this Contract rank not less than pari- passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law;
i)
it is in compliance with and to the best of its knowledge and belief (having made due and careful enquiry) no Environmental or Social Claim has been commenced or is threatened against it in relation to the Project;
j)
it is in compliance with all undertakings under this ;
k)
to the best of its knowledge, no funds invested in the Project by the Borrower are of illicit origin, including products of Money Laundering or linked to the Financing of Terrorism; and
l)
neither the Borrower, nor, to the best of its knowledge, any Relevant Person has committed (i) any Prohibited Conduct in connection with the Project or any transaction contemplated by the Contract; or (ii) any illegal activity related to the Financing of Terrorism or Money Laundering;
m)
the Project (including without limitation, the negotiation, award and performance of contracts financed or to be financed by the Loan) has not involved or given rise to any Prohibited Conduct;
n)
none of the Borrower and/or, to the best of its knowledge, any Relevant Person:
(i)
is a Sanctioned Person; or
(ii)
is in breach of any Sanctions that apply to it
It is acknowledged and agreed that the representations set out in this paragraph 6.11(n) are only sought by and given to the Bank to the extent that to do so would be permissible pursuant to any applicable anti-boycott rule of the EU such as Regulation (EC) 2271/96.
o)
the Declaration on Honour dated 27 October 2025 is true in all respects;
The representations and warranties set out above are made on the date of this Contract and are, with the exception of the representation set out in paragraph (d) and (o) above, deemed repeated with reference to the facts and circumstances then existing on the date of each Disbursement Acceptance, each Disbursement Date and each Payment Date.
Article6.12

Conflict of interest

Pursuant to the general duty under the Guide to Procurement for the Borrower, acting through the Promoter, to effectively prevent, identify and remedy conflicts of interest, the Borrower shall, and shall procure that the Promoter shall, ensure that prior to the award of any contract financed under the Project:
a)
the Beneficial Owners of the successful bidder (including joint venture partners and subcontractors) who are Close Associates or Family Members of the representative(s), member(s) of the management bodies or senior officer(s) of the Borrower or the Promoter are identified and promptly communicated to the Bank; and
b)
adequate measures are adopted to address any potential conflicts of interest such as a financial, economic or other personal interest between the identified Beneficial Owner(s) and any member(s) of the Borrower's or Promoter’s management bodies, representative(s) or senior officer(s).
For the purposes of this Article:
"AML Directives" means the 4th AML Directive and the 5th AML Directive.
"4th AML Directive" means Directive 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing as amended, supplemented or restated.
"5th AML Directive" means Directive 2018/843 of the European Parliament and of the Council of 19 June 2018 on anti-money laundering and terrorist financing as amended, supplemented or restated.
"Beneficial Owner(s)" has the meaning given to such term in the AML Directives.
"Close Associate(s)" means "persons known to be close associates" as defined in the AML Directives.
"Family Member(s)" has the meaning given to such term in the AML Directives.