Romania - Giurgiu-Razmiresti Irrigation Project : Loan 1082 - Loan Agreement - Conformed

CONFORMED COPY LOAN NUMBER 1082 RO Loan Agreement (Giurgiu-Razmiresti Irrigation Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA DATED FEBRUARY 6, 1975 CONFORMED COPY LOAN NUMBER 1082 RO Loan Agreement (Giurgiu-Razmiresti Irrigation Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA DATED FEBRUARY 6, 1975 LOAN AGREEMENT AGREEMENT, dated February 6, 1975, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA (hereinafter called the Borrower). ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank being hereinafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Romania" and "Guarantor" both mean The Socialist Republic of Romania; (b) "Foreign Trade Bank" means the Romanian Bank for Foreign Trade, established by Law No. 16/1968 of Romania; (c) "DIFCA" means the Department of Land Reclamation and Agricultural Construction in the Ministry of Agriculture, Food Industry and Water of Romania; (d) "ISPIF" means the Design Institute for Land Reclamation, established by Decision No. 178/1974 of the Council of Ministers of Romania; (e) "CELIF" means the Central for the Exploitation of Land Reclamation Works, established by Decision No. 178/1974 of the Council of Ministers of Romania; (f) "Charter" means the Charter of the Borrower approved by Decree No. 55 of 1970 of the Council of State of Romania, approved by Law No. 15 of 1970 of Romania, as amended from time to time; 4 (g) "Project Land" means all land which shall be served by the irrigation facilities constructed or installed under the Project, including land cultivated by State Farms and Cooperative Farms and plots given in use to members of Cooperative Farms; (h) "State Farm" means any Agricultural State Enterprise established and operating under Law No. 11 of 1971 of Romania, as amended from time to time; (i) "Cooperative Farm" means any Cooperative for Agricultural Production established and operating under a charter approved by the Second Congress of the National Union of Cooperatives for Agricultural Production held in February 1972; in accordance with the principles set forth in Articles 9 and 10 of the Constitution of Romania, including any subsequent amendments of such charter; and (j) "plots given in use to members of Cooperative Farms" means plots of land situated in contiguous blocks and cultivated by members of Cooperative Farms on an individual basis. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to seventy million dollars ($70,000,000). Section 2.02. (a) The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between the Bank and the Borrower, for expenditures mad- (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project described in Schedule 2 to this Agreement and to be financed out of the proceeds of the Loan and in respect of interest and other charges on the Loan. (b) On or before each of the semi-annual interest payment dates specified in Section 2.07 of this Agreement, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and pay to itself the amounts required to pay, on such date, interest and other charges on the Loan accrued and payable on or before the dat. set forth, and up to the amount allocated, in Schedule 1 to this Agreement, ab such Schedule may be amended from time to time. 5 (c) The Foreign Trade Bank is designated as representative of the Borrower for the purpose of taking any action required or permitted to be taken under the provisions of paragraph (a) of this Section and Article V of the General Conditions. Section 2.03. Except as the Bank and the Borrower shall otherwise agree, contracts for the purchase of goods agreed between the Bank and the Borrower and for the carrying out of works or services (other than consultants' services) for the Project and to be financed out of the proceeds of the Loan shall be awarded in accordance with the provisions of Schedule 4 to this Agreement. Section 2.04. The Closing Date shall be December 31, 1978, or such other date as shall be agreed between the Bank and the Borrower. Section 2.05. The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not wi.hdrawn from time to time. Section 2.06. The Borrower shall pay interest at the rate of eight per cent (8%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semi-annually on May 1 and November 1 in each year. Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. ARTICLE III Execution of the Project Section 3.01. The Borrower shall cause the Project to be carried out with due diligence and efficiency and in conformity with appropriate engineering, financial and administrative practices as follows: (a) the Borrower shall supervise the execution of the Project, including the procurement of the goods and services required therefor; (b) ISPIF shall provide the general engineering services required for the Project; 6 (c) DIFCA shall: (i) make suitable arrangements for the procurement of the goods and services required for the Project; (ii) make timely arrangements, in form and substance satisfactory to the Borrower and the Bank, with ISPIF for the supply of the general engineering services required for the Projet, and with the appropriate construction organizations of Romania as required for the civil works and the electrical installations included in the Project; and (iii) have overall responsibility for the coordination of the implementation of the Project and for the Project-related activities of the other departments and agencies of Romania. Section 3.02. Consultants acceptable to the Bank and the Borrower shall be employed in DIFCA, on terms and conditions satisfactory to the Bank and the Borrower, for the purpose of providing assistance in the procurement of the equipment and machinery required for the Project. Section 3.03. The Borrower shall cause adequate provision to be made for the insurance of the imported goods to be financed out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of importation into the territory of Romania, and for such insurance any indemnity shall be payable in a currency freely usable to replace or repair such goods. Section 3.04. Except as the Bank and the Borrower shall otherwise agree, the Borrower shall cause all goods and services financed out of the proceeds of the Loan to be used exclusively for the Project. ARTICLE IV Achievement of the Purposes of the Project Section 4.01. The Bank and the Borrower agree that, in order to realize the purposes of the Project, it shall be necessary that: (a) the irrigation and drainage facilities constructed or installed under the Project will be operated and maintained by CELIF in close cooperation with the 7 State Farms and Cooperative Farms cultivating Project Land, and the electric power networks serving the irrigation and drainage facilities constructed or installed under the Project will be operated and maintained by the competent electric power enterprises of Romania, and all necessary repairs and renewals of such facilities and installations will be made from time to time, all in accordance with appropriate agricultural, administrative and engineering practices; and (b) the cultivators of Project Land will be supplied with agricultural technical and advisory services, seeds, fertilizers, pesticides, agricultural financing and marketing facilities, all as required to make optimal productive use of such Land. The Borrower shall, to the extent that it is authorized under the laws of Romania, ensure that the requirements set forth in this Section will be met. ARTICLE V Management and Operations of the Borrower Financial Covenants Section 5.01. The Borrower shall manage and conduct its operations and affairs in accordance with appropriate administrative and financial standards and practices and in accordance with the Charter. Section 5.02. The Borrower shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations in respect of DIFCA and CELIF. Section 5.03. (a) It is not the practice of the Borrower to create liens as security for debt. Accordingly, the Borrower represents that at the date of this Agreement no lien exists on any of its assets as security for any debt. (b) For the event that, notwithstanding the foregoing, a lien shall be created on any of the Borrower's assets as security for any debt, the Borrower undertakes that, except as the Bank shall otherwise agree: (i) if the Borrower shall create the lien, such lien will equally and ratably secure the payment of the principal of, and interest and other charges on, the Loan, and in the creation of such lien express provision will be made to that effect, at no cost to the Bank, and (ii) if the lien shall be created by law, the Borrower shall grant, at no cost to the Bank, an equivalent lien satisfactory to the Bank to secure the payment of the principal of, and interest and other charges on, the Loan. 8 Section 5.04. The Bank and the Borrower agree that in carrying out the provisions of this Agreement the Borrower shall take such measures as shall be. necessary according to the State Plan of Romania and the applicable laws in order to achieve the purposes of the Project. ARTICLE VI Cooperation and Information Financial Data Section 6.01. The Bank and the Borrower shall cooperate fully to assure that the purposes of the Loan will be accomplished. To that end: (a) the Bank and the Borrower shall from time to time at the request of either party exchange views through their representatives with regard to the progress of the Project, the benefits derived from the Project, the performance of their respective obligations under the Loan Agreement, the fulfillment of the requirements set forth in Section 4.01 of this Agreement and other matters relating to the purposes of the Loan, and the Borrower shall enable the Bank's representatives to exchange views with representatives of DIFCA and CELIF with regard to the Project, the benefits derived from the Project and the fulfillment of the requirements set forth in Section 4.01 of this Agreement; (b) the Borrowei shall obtain from DIFCA and the other agencies concerned of Romania, and furnish to the Bank, upon their preparation, the plans, specifications, reports, contract documents and construction and procurement schedules for the Project, and the material modifications thereof or additions thereto, in such detail as the Bank and the Borrower shall agree; (c) the Borrower: (i) shall maintain or cause to be maintained records adequate to record the progress of the Project (including the cost thereof) and to identify the goods and services financed out of the proceeds of the Loan, and to disclose the use thereof in the Project; and (ii) shall furnish to the Bank within forty-five calendar days after each calendar quarter a report, of such scope and in such detail as the Bank and the Borrower shall agree, on the progress of the Project during such quarter; (d) the Borrower shall enable the Bank's representatives to visit and examine the goods financed out of the proceeds of the Loan, the facilities and construction sites included in the Project and the records and documents relating to the Project of DIFCA and the other departments or agencies of Romania responsible for the Project or any part thereof; 9 (e) the Borrower shall: (i) furnish to the Bank not later than five months after the end of each of its fiscal years, (A) certified copies of its financial statements (balance sheets, statements of income and expenses and related statements, as agreed between the Bank and the Borrower), and until the completion of the Project certified copies of its records referred to in paragraph (c) of this Section recording the cost of the Project, for such fiscal year submitted to an independent audit conducted, in accordance with appropriate auditing principles consistently applied, by the Ministry of Finance of Romania, and (B) the report of such audit by said auditor, of such scope and in such detail as the Bank and the Guarantor shall agree; and (ii) furnish to the Bank such other information concerning the before-mentioned financial statements of the Borrower and the audit thereof as the Bank shall from time to time reasonably request; and (f) the Bank and the Borrower shall from time to time furnish to each other such additional information as the other party shall reasonably request with regard to the progress of the Project, the expenditure of the proceeds of the Loan, the goods and services financed out of such proceeds, the operations, resources and expenditures of DIFCA and CELIF, the benefits derived from the Project and the general status of the Loan. Section 6.02. The Bank and the Borrower shall promptly inform each other of any condition which interferes with, or threatens to interfere with, the progress of the Project, the accomplishment of the purposes of the Loan, the maintenance of the service thereof or the performance by either party of its obligations under the Loan Agreement. ARTICLE VII Effective Date; Termination Section 7.01. The following event is specified as an additional condition to the effectiveness of the Loan Agreement within the meaning of Section 12.01(c) of the General Conditions, namely, that the Council of Ministers of Romania has approved the technical and economic indicators for the Project and such approval has become effective. Section 7.02. The following is specified as an additional matter, within the meaning of Section 12.02(c) of the General Conditions, to be included in the opinion or opinions to be furnished to the Bank, namely, that the technical and economic indicators for the Project have been duly approved by the Council of Ministers of Romania and such approval has become effective. 10 Section 7.03. The date May 5, 1975 is hereby specified for the purposes of Section 12.04 of the General Conditions. ARTICLE VIII Addresses Section 8.01. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: INTBAFRAD Washington, D.C. For the Borrower: Banca pentru Agricultura si Industrie Alimentara Strada Smirdan No. 3 Bucharest, Romania Telex No.: 11622 IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed 11 in their respective names in the District of Columbia, United States of America, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s / Munir P. Benjenk Regional Vice President Europe, Y le East and North Africa BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA By /s/ Corneliu Bogdan Authorized Representative 12 SCHEDULE 1 Withdrawal of the Proceeds of the Loan 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Loan, the allocation of the amounts of the Loan to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Equipment, 54,000,000 100% of foreign spare parts, expenditures and materials, 100% of local ex- supplies and penditures ex- post-sale factory services by suppliers, other than those referred to in paragraph A.2 of Sched- ule 4 to this Agreement (2) Equipment and 700,000 100% of local ex- materials re- penditures ex- ferred to n. factory paragraph .2 of Schedule 4 to this Agree- ment (3) Consultants' 300,000 100% of foreign services and expenditures staff training (4) Interest and 10,000,000 Amounts due other charges on th Loan accrued on or before October 31, 1978 (5) Unallocated 5,0000 TOTAL 70,000,000 13 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures for goods or services supplied from the territory and in the.currency of any country other than Romania; and (b) the term "local expenditures" means expenditures in the currency of Romania and for goods and services supplied from the territory of Romania. 3. The disbursement percentages have been calculated in compliance with the policy of the Bank that no proceeds of the Loan shall be disbursed on account of payments for taxes levied by, or in the territory of, Romania on goods or services, or on the importation, manufacture, procurement or supply thereof; to that end, if any event occurs which shall affect the amount of any such taxes included in the cost of any item to be financed out of the proceeds of the Loan, the Bank may, by notice to the Borrower, correspondingly adjust the disbursement percentage then applicable to such item. 4. Notwithstanding the provisions of paragraph I above, no withdrawals shall be made in respect of expenditures prior to the date of this Agreement. 5. Notwithstanding the allocation of an amount of the Loan or the disbursement percentages set forth ; the table in paragraph I above, if the Bank has reasonably estimated that the amount of the Loan then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Bank may, by notice to the Borrower: (i) reallocate to such Category to the extent required to meet the estimated shortfall proceeds of the Loan which are then allocated to another Category and which in the opinion of the Bank are not needed to meet other expenditures, and (ii) if such reallocation cannot fully meet the estimated shortfall, reduce the disbursement percentage then applicable to such expenditures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made. 6. If the Bank shall have reasonably determined that the procurement of any item in any Category is inconsistent with the procedures set forth or referred to in this Agreement, no expenditures for such item shall be financed out of the proceeds of the Loan and the Bank may, without in any way restricting or limiting any other right, power or remedy of the Bank under the Loan Agreement, by notice to the Borrower, cancel such amount of the Loan as in the Bank's reasonable opinion represents the amount of such expenditures which would otherwise have been eligible for financing out of h: proceeds of the Loan. 14 SCHEDULE 2 Description of the Project The Project is to provide irrigation and drainage facilities and erosion control to serve adequately an area of about 100,800 ha. of cultivated land encompassing the towns of Giurgiu in Ilfov County and Razmiresti in Teleorman County and bordered on the east by the Bucharest-Giurgiu highway and on the south by the Danube River. The Project shall serve about 18,500 ha. under cultivation by State Farms, and about 82,300 ha. owned by Cooperative Farms, including about 3,200 ha. of plots given in use to members of Cooperative Farms. The Project consists of: 1. Construction and installation of two main supply pumping stations and two repumping stations; 2. Construction of about 240 km of lined main, branch and secondary irrigation canals, including the necessary land preparation works; 3. Installation of about 2,170 km of buried distribution pipelines; 4. Installation of 65 pressure pumping stations sufficient to serve 65 sectors under sprinkler irrigation, averaging about 1,200 ha. each; and 13 pressure pumping stations sufficient to serve 13 sectors under furrow irrigation, averaging about 1,620 ha. each, after the necessary land preparation; together with the necessary portable sprinkler system equipment and furrow irrigation equipment; 5. Construction of adequate drainage facilities where required, serving about 33,600 ha., including the construction of about 75 km of main drains and about 287 km of collector drains and the installation, of 12 lift pumping stations; 6. Installation of a power network (transmission lines and transformers) as required to serve adequately the irrigation and drainage pumps installed under the Project; 7. Erosion control works on about 6,000 ha.; 8. Supply of operation and maintenance equipment and farm machinery; and 15 9. Training of Romanian technical personnel and economists in the operation and maintenance of the facilities provided under the Project. The Project is to be completed by June 30, 1978. 16 SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* May 1, 1980 735,000 November 1, 1980 765,000 May 1, 1981 795,0 November 1 1981 830,00 May 1, 198k 860,000 November 1, 1982 900,000 May 1, 1983 930,000 November 1, 1983 970,000 May 1, 1984 1005,000 November 1, 1984 1,050,000 May 1, 1985 1,00,000 November 1, 1985 1,135,000 May 1, 1986 1,180,000 November 1, 1986 1225,00 May 1, 1987 1,275,000 November 1 1987 1,325,000 May 1, 198A 1,380,0 November 1 1988 1,435,000 May 1, 198§ 1495,000 November 1, 1989 1,550,000 May 1, 1990 1,615,000 November 1, 1990 1,675,000 May 1, 1991 1,750,000 November 1, 1991 1,815,000 May 1, 1992 1,890,000 November 1, 1992 1,965,000 May 1, 1993 2,040,000 November 1, 1993 2,25,000 May 1, 1994 2,210,000 November 1, 1994 2,295,000 May 1, 1995 2,390,000 November 1, 1995 2,485,000 May 1, 1996 2,585,000 November 1, 1996 2,690,000 May 1, 1997 2,795,0 November 1, 1997 2,905,000 May 1, 1998 3,025,000 November 1, 1998 3,145,000 May 1, 1999 3,270,000 November 1, 1999 3,400,000 * To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figures in this column represent dollar equivalents determined as for purposes of withdrawal. 17 Premiums on Prepayment The following percentages are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the Loan pursuant to Section 3.05(b) of the General Conditions: Time of Prepayment Premium Not more than three years 1-1/4% before maturity More than three years but 2% not more than six years before maturity More than six years but not 3-3/4% more than eleven years before maturity More than eleven years but 5-3/4% not more than sixteen years before maturity More than sixteen years but 7% not more than eighteen years before maturity More than eighteen years 8% before maturity 18 SCHEDULE 4 Procurement A. General Procedures 1. Except as provided in paragraph A.2 hereof, contracts shall be awarded under procedures consistent with those set forth in the "Guidelines for Procurement under World Bank Loans and IDA Credits" published by the Bank in April 1972, as revised in October 1972 (hereinafter called the Guidelines), on the basis of international competitive bidding. 2. Contracts for goods designated by agreement between the Bank and the Borrower and estimated to cost $700,000 equivalent in the aggregate shall be awarded under Romanian procurement procedures. 3. Suppliers of equipment or machinery shall be required to provide assistance in the installation and initial operation of such equipment and machinery. B. Evaluation and Comparison of Bids for Goods; Preference for Domestic Manufacturers 1. For the purpose of evaluation and comparison of bids for the supply of goods: (i) bidders shall be required to state in their bid the c.i.f. (port of entry) price for imported goods or the ex-factory price for domestically-manufactured goods; (ii) customs duties and other import taxes on imported goods shall be excluded; and (iii) the cost of inland freight and other expenditures incidental to the delivery of goods to the place of their use or installation shall be included. 2. Goods manufactured in Romania may be granted a margin of preference in accordance with, and subject to, the following provisions: (a) All bidding documents for the procurement of goods shall clearly indicate any preference which will be granted, the information required to establish the eligibility of a bid for such preference and the following methods and stages that will be followed in the evaluation and comparison of bids. (b) After evaluation, responsive bids will be classified in one of the following three groups: (1) Group A: bids offering goods manufactured in Romania if the bidder shall have established to the satisfaction of the Borrower 19 and the Bank that the manufacturing cost of such goods includes a value added in Romania equal to at least 20% of the ex-factory bid price of such goods. (2) Group B: all other bids offering goods manufactured in Romania. (3) Group C: bids offering goods manufactured outside Romania. (c) All evaluated bids in each group shall be first compared among themselves, excluding any customs duties and other import taxes on goods to be imported and any sales or similar taxes on goods to be supplied domestically, to determine the lowest evaluated bid of each group. Such lowest evaluated bids shall then be compared with each other, and if, as a result of this comparison, a bid from group A or group B is the lowest, it shall be selected for the award. (d) If, as a result of the comparison under paragraph (c) above, the lowest bid is a bid from group C, all group C bids shall be further compared with the lowest evaluated bid from group A after adding to the c.i.f. bid price of the imported goods offered in each group C bid, for the purpose of this further comparison only, an amount equal to (i) the amount of customs duties and other import taxes which a non-exempt importer would have to pay for the importation of the goods offered in such group C bid, or (ii) 15% of the c.i.f. bid price of such goods if said customs duties and taxes exceed 15% of such price. If the group A bid in such further comparison is the lowest, it shall be selected for the award; if not, the lowest evaluated bid from group C shall be selected. C. Review of Procurement Decisions by Bank 1. Review of invitation to bid and of proposed awards and final contracts: With respect to all contracts estimated to cost the equivalent of $150,000 or more: (a) Before bids are invited, DIFCA, acting as representative of the competent Romanian foreign trade enterprise, shall furnish to the Bank, for its comments, the text of the invitations to bid and the specifications and other bidding documents, together with a description of the advertising procedures to be followed for the bidding, and shall make such modifications in the said documents or procedures as the Bank shall reasonably request. Any further modification to the bidding documents shall require the Bank's concurrence before it is issued to the prospective bidders. 20 (b) Promptly after the bids have been received, DIFCA shall inform the Bank of the names of the bidders and the respective amounts of the bids. (c) After bids have been evaluated, DIFCA shall, before a final decision on the award is made, inform the Bank of the name of the bidder to which the contract is intended to be awarded and the reasons for the intended award and shall furnish to the Bank, in sufficient time for its review, a detailed report, by the consu1lants referred to in Section 3.02 of this Agreement, on the evaluation and comparison of the bids received, together with the recommendation for award of the said consultants and such other information as the Bank shall reasonably request. The Bank shall, if it determines that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform DIFCA and state the reasons for such determination. (d) The terms and conditions of the contract shall not without the Bank's concurrence materially differ from those on which bids were asked or prequalification was invited. (e) Two conformed copies of the contract shall be furnished to the Bank promptly after its execution and prior to the submission to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract. 2. With respect to each contract to be financed out of the proceeds of the Loan and not governed by the preceding paragraph, DIFCA shall furnish to the Bank, promptly after its execution and prior to the submission to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract, two conformed copies of such contract, together with the analysis of bids, recommendations for award and such other information as the Bank shall reasonably request. The Bank shall, if it determines that the award of the contract was not consistent with the Guidelines or this Schedule, promptly inform DIFCA and state the reasons for such determination.