Romania - Sadova-Corabia Agricultural Credit Project : Loan 1083 - Loan Agreement - Conformed

CONFORMED COPY LOAN NUMBER 1083 RO Loan Agreement (Sadova-Corabia Agricultural Credit Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA DATED FEBRUARY 6, 1975 CONFORMED COPY LOAN NUMBER 1083 RO Loan Agreement (Sadova-Corabia Agricultural Credit 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) "DOPFF" means the Directorate for Land Resources, Organization, Standardization and Remuneration in the Ministry of Agriculture, Food Industry and Waters of Romania; (d) "Lei" means the national currency of Romania; (e) "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; (f) "BAFI-loan" means a loan or credit made or proposed to be made by the Borrower to an Investment Enterprise for an Investment Project; 4 (g) "Investment Enterprise" means an enterprise to which the Borrower proposes to make or has made a BAFI-loan; and (h) "Investment Project" means a project for any of the investments included in Part A of the Project, described in Schedule 2 to this Agreement, which is to be carried out by an Investment Enterprise utilizing the proceeds of a BAFI-loan. 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 thirty million dollars ($30,000,000). 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, on account of disbursements made by the Borrower under BAFI-loans for technically feasible and financially viable Investment Projects included in Part A of the Project, described in Schedule 2 to this Agreement, and on account of expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for Part B or Part C of the Project, and to be financed out of the proceeds of the Loan. (b) 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 materials, machinery, equipment, spare parts, supplies and livestock required for the Proje.-t shall be awarded in accordance with the provisions of Schedule 4 to this Agreement. Section 2.04. The Closing Date shall be December 31, 1979, 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 withdrawn from time to time. 5 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 February 1 and August I 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) DOPFF shall: (i) make suitable arrangements for the procurement of the goods and services referred to in Section 2.03 of this Agreement; and (ii) 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. (a) For each of the Investment Projects included in Part A of the Project the Borrower shall make a BAFI-loan to the Investment Enterprise that is to carry out such Investment Project, for all or part of the cost of such Investment Project net of interest and other charges on the BAFI-loan. (b) Each BAFI-loan shall bear interest at a rate which shall be equal to the interest rate then charged by the Borrower in respect of loans for the same type of investments, provided, however, that the first mentioned rate shall not 6 be less than three percent (3%) per annum; BAFI-loans shall be repaid over such period, after such grace period, as shall be consistent with the expected implementation period and yields of such Investment Project and the repayment capacity of the Investment Enterprise. (c) The Borrower undertakes that, unless the Bank shall otherwise agree, each BAFI-loan will be made on terms whereby the Borrower shall have under Romanian legislation, or shall obtain by written contract with the Investment Enterprise or by other appropriate legal means, rights adequate to protect the interests of the Bank and the Borrower, including the right of the Borrower to: (i) require the Investment Enterprise to carry out and operate the Investment Project with due diligence and efficiency and in accordance with sound technical, agricultural, financial and managerial standards and to maintain adequate records; (ii) require that (1) the goods and services to be financed out of the proceeds of the BAFI-loan shall be purchased at a reasonable price, account being taken also of other relevant factors such as time of delivery and efficiency and reliability of the goods and availability of maintenance facilities and spare parts therefor, and, in the case of services, of their quality and the competence of the parties rendering them and (2) such goods and services shall be used exclusively in the carrying out of the Investment Project; (iii) inspect, by itself or jointly with representatives of the Bank if the Bank shall so request, such goods and the sites, works, plants and construction included in the Investment Project, the operation thereof, and any relevant records and documents; (iv) obtain all such information as the Bank or the Borrower shall reasonably request relating to the foregoing and to the administration, operations and financial condition of the Investment Enterprise; and (v) suspend or terminate the right of the Investment Enterprise to the use of the proceeds of the BAFI-loan upon failure by such Investment Enterprise to perform its obligations under its contract with the Borrower. (d) The Borrower shall exercise its rights in relation to each Investment Project in such manner as to: (i) protect the interests of the Bank and the Borrower, (ii) comply with its obligations under this Agreement, and (iii) achieve the purposes of the Project. Section 3.03. Part C of the Project shall be carried out in accordance with a training program agreed upon between the Bank and the Borrower. Section 3.04. The Borrower shall cause adequate provision to be made for the insurance of the imported goods referred to in Section 2.03 of this Agreement 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. 7 Section 3.05. 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 or any BAFI-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 the Investment Enterprises will be supplied with agricultural technical and advisory services, seeds, fertilizers, pesticides, irrigation water, agricultural financing and marketing facilities, all as required to make optimal productive use of the investments made under the Project. 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 and financial condition. 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 8 Bank, an equivalent lien satisfactory to the Bank to secure the payment of the principal of, and interest and other charges on, the Loan. 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 the Investment Enterprises, DOPFF and the other agencies concerned of Romania with regard to the Project, the benefits derived from the Project, and the fulfillment of the requirements set fc-th in Section 4.01 of this Agreement; (b) the Borrower shall obtain from the Investment Enterprises 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 p7oceeds of the Loan or any BAFI-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 or any BAFI-loan, 9 the facilities and construction sites included in the Project and the records and documents relating to the Project of the Investment Enterprises, DOPFF and the other departments or agencies of Romania responsible for the Project or any part thereof; (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 cther party shall reasonably request with regard to the progress of the Project, the expenditure of the proceeds of the Loan and the BAFI-loans, the goods and services financed out of such proceeds, the operations, resources and expenditures of the Investment Enterprises and DOPFF, 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 Termination Section 7.01. The date May 7, 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: 10 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 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, Middle East and North Africa BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA By /s / Corneliu Bogdan Authorized Representative 11 SCHEDULE 1 Withdrawal of the Proceeds (f 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 disbursements under BAFI-loans and other expenditures for items so to be financed in each Category: Amount of the % of Disbursements Loan Allocated and other (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Disbursements 26,780,000 58% of amounts under BAFI-loans disbursed (2) Equipment, 120,000 100% of foreign spare parts, expenditures materials, sup- plies for Part B of the Project (3) Training 100,000 100% of foreign under Part C of expenditures the Project (4) Unallocated 3,000,000 TOTAL 30,000,000 2. For the purposes of this Schedule the term "foreign expenditures" means expenditures for goods or services supplied from the territory and in the currency of any country other than Romania. 3. The disbursement percentages applicable to Categories (2) and (3) have been calculated in compliance with the polic'y 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 12 the amount of any such taxes included in the cost of any item included in Category (2) or (3) and 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, rio withdrawal shall be made in respect of: (a) disbursements under BAFI-loans made or expenditures incurred prior to the date of this Agreement; and (b) any BAFI-loan until the Bank will have been furnished with a certified copy of the document evidencing the approval required under the laws of Romania for the implementation of the Investment Project to be financed out of the proceeds of such BAFI-loan; and (c) any BAFI-loan for an Investment Project whose estimated aggregate cost shall exceed the equivalent of LeilO,000,000, unless the Bank shall have agreed to such BAFI-loan; when submitting such BAFI-loan to the Bank for its agreement, the Borrower shall furnish to the Bank an application, together with a description of the Investment Enterprise and an appraisal of the Investment Project, in such form and containing such information as the Bank and the Borrower shall agree, and the proposed terms and conditions of the BAFI-loan, and such other infonrmation as the Bank shall reasonably request. 5. Each request for withdrawal from the Loan Account in respect of a BAFI-loan shall be accompanied by a certificate issued by the Borrower by which the Borrower certifies that the disbursement on account of which the withdrawal is requested has been made under a BAFI-loan for an Investment Project included in the Project; the certificate shall be in a form agreed upon between the Bank and the Borrower. 6. Notwithstanding the allocation of an amount of the Loan or the disbursement percentages set forth in 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 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. 7. If the Bank shall have reasonably determined that the procurement of any item referred to in Section 2.03 of this Agreement is inconsistent with the 13 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 which would otherwise have been eligible for financing out of the proceeds of the Loan. 14 SCHEDULE 2 Description of the Project The Project covers part of the program for agricultural development in the Sadova-Corabia region of Romania and the establishment of some dairy farms outside said region. The Project consists of the following: Part A. Investment Projects for: 1. Establishment of orchards on about 2,050 ha. and vineyards on about 2,000 ha., together with a fruit-handling and storage complex adequate to serve said orchards and vineyards; 2. (a) Establishment of two dairy farms for about 830 dairy cows each, including the provision of heifers therefor, to be situated in the Sadova-Corabia region; (b) provision of heifers for four additional dairy farms with the same capacity situated in the Sadova-Corabia region; and (c) establishment of six dairy farms for about 830 dairy cows each, including the provision of heifers therefor, to be situated in South-Western Romania. 3. Establishment of two beef-fattening farms each designed to produce about 1,000 metric tons of live-weight meat per year; 4. Establishment of a feed mill with an annual capacity of about 140,000 metric tons including a 47,000 metric ton silo; 5. Establishment of a pre-mix feed mill with an annual capacity of about 100,000 metric tons; and 6. Provision of 15 refrigerated trucks and about 81 tractors to serve the orchards, vineyards and farms established under the Project. Part B. Establishment of a leaf analysis laboratory in Bucharest. 15 Part C. Training of Romanian technicians in dairy farming, beef fattening, livestock research, fruit handling and storage, and leaf analysis; and training of Romanian economists in agricultural appraisal, financing, production and marketing techniques. The Project is to be completed by December 31, 1982. 16 SCHEDULE 3 Amorthation Schedule Payment of Principal Date Payment Due (expressed in dollars)* February 1, 1980 535,000 August 1, 1980 560,000 February 1, 1981 580,000 August 1, 1981 605,000 February 1, 1982 625,000 August 1, 1982 650,000 February 1, 1983 675,000 August 1, 1983 705,000 February 1, 1984 730,000 August 1, 1984 760,000 February 1, 1985 790,000 August 1, 1985 825,000 February 1, 1986 855,000 August 1, 1986 890,000 February 1, 1987 925,000 August 1, 1987 965,000 February 1, 1988 1,000,000 August 1, 1988 1,040,000 February 1, 1989 1,085,000 August 1, 1989 1,125,000 February 1, 1990 1,170,000 August 1, 1990 1,220,000 February 1, 1991 1,270,000 August 1, 1991 1,320,000 February 1, 1992 1,370,000 August 1, 1992 1,425,000 February 1, 1993 1,485,000 August 1, 1993 1,540,000 February 1, 1994 1,605,000 August 1, 1994 1,670,000 * 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 repayraent 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 2-1/2% not more than six years before maturity More than six years but not 4-1/4% more than eleven years before maturity More than eleven years but 6-1/2% not more than thrteen years before maturity More than thirteen years 8% before maturity 18 SCHEDULE 4 Procurement A. General Procedures 1. Grouping of bids. Bid invitations for equipment, materials and supplies shall, whenever feasible, be grouped together so that each order shall consist of all such items to be procured during a twelve-months period. Without limiting the generality of the foregoing, the equipment required for the fruit-handiling and storage complex included in Part A(l) of the Project and the feed mills included in Parts A(4) and A(5) of the Project shall be procured on the basis of equipment orders whose composition shall be determined by agreement between the Bank and the Borrower as required to guarantee the technical integrity of such facilities. 2. Large contracts. Contracts estimated to cost $100,000 equivalent or more (regardless of whether the goods to be supplied under such contracts are manufactured in Romania) 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. 3. Small contracts. Contracts estimated to cost less than $100,000 equivalent shall be awarded under the following procedures: (a) contracts for items which at the time of bid invitation are manufactured in Romania shall be awarded under Romanian procedures; and (b) contracts for items which at the time of bid invitation are not manufactured in Romania shall, after solicitation of bids from suppliers from at least three countries other than Romania on the basis of bid invitations consistent with the provisions of the Guidelines, be awarded in accordance with the provisions of paragraphs 4.3 through 4.10 of the Guidelines. 4. Cattle. Notwithstanding the foregoing provisions of this Schedule, contracts for the supply of heifers shall be awarded in accordance with the procedures set forth or referred to in the preceding paragraph 3(b). 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) 19 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 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 of 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 1 5% of such price. If the group 20 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 $100,000 or more: (a) Before bids are invited, DOPFF acting as representative of the competent Romanian foreign trade enterprises 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. (b) Promptly after the bids have been received, DOPFF shall inform the Bank of the names of the bidders and the respective amounts of the bids. (c) After bids have been evaluated, DOPFF shall, before a final decision on the award is made, inform the Bank of the name of the bidder to which it intends to award the contract and the reasons for the intended award and shall furnish to the Bank, in sufficient time for its review, a detailed report on the evaluation and comparison of the bids received, together with the recommendation for award 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 the Borrower 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. 2. With respect to each contract to be financed out of the proceeds of the Loan and not governed by the preceding paragraph, DOPFF shall furnish to the 21 Bank, promptly after its execution, 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 the Borrower and state the reasons for such determination.