Senegal - Feeder Roads Project : Loan 1221 - Loan Agreement - Conformed

CONFORMED COPY LOAN NUMBER 1221 T-SE LOAN AGREEMENT (Feeder Roads Project) between REPUBLIC OF SENEGAL and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated March 31, 1976 LOAN AGREEMENT AGREEMENT, dated March 31, 1976, between REPUBLIC OF SENEGAL (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RE- CONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). WHEREAS (A) The Borrower has requested the Bank to assist in the financing of the Project described in Schedule 2 to this Agree- ment by making the Loan as hereinafter provided; (B) The Bank has determined that the Borrower is eligible to receive this Loan as an intermediat' term loan, as that term is defined in Resolution No. 75-111 of the Executive Directors of the Bank establishing an Interest Subsidy Fund for the Third Window (hereinafter called the Fund) and upon the terms and conditions set forth in such Resolution; and (C) The Administrator of the Fund (hereinafter called the Administrator), subject to the terms and conditions set forth in the Resolution referred to in (B) above, is obligated to pay to the Bank semi-annually from the resources of the Fund an amount equal to four per cent (4%) per annum of the outstanding amounts of principal on intermediate loans, of which this Loan is one; WHEREAS the Bank has agreed, on the basis inter alia of the foregoing, to make the Loan to the Borrower upon the terms and conditions hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: -2- 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 Guar- antee 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 Gen- eral Conditions have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "MPWUT" means the Borrower's Ministry of Public Works, Urban Development and Transport, organized pursuant to the Bor- rower's Decree No. 75-829 of July 23, 1975; (b) "DPW" means "Directorate of Public Works (Direction des Travaux Publics)", a directorate operating within MPWUT; (c) "BPP" means "Bureau des Pistes de Production", estab- lished and operating within DPW pursuant to the Borrower's Arrete Ministeriel No. 447 of January 16, 1976 as a subdivision of the Division d'Entretien Routier; and (d) "DSP" means "Directorate of Studies and Programning (Direction des Etudes et de la Programnation)", a directorate operating within MPWUT pursuant to the Borrower's Arrete Ministeriel No. 454 of January 16, 1976. -4- 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 six million six hundred thousand dollars ($6,600,000). Section 2.02. 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 Borrower and the Bank, for expendi- tures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Proj- ect and to be financed out of the proceeds of the Loan. Section 2.03, Except as the Bank shall otherwise agree, the goods, works and services (other than consultants' services) for the Project to be financed out of the proceeds of the Loan, shall be procured in accordance with the provisions of Schedule 4 to this Agreement. Section 2.04. The Closing Date shall be June 30, 1980 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. 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 four and one-half per cent (4-1/2%) per annum on the prin- cipal amount of the Loan withdrawn and outstanding from time to time; provided, however, that if the Administrator shall at any time determine that the resources of the Fund shall not be sufficient to pay to the Bank at the next succeeding semi-annual interest payment date of the Loan the amount scheduled to be paid by the Administrator at that interest payment date as specified in paragraph (C) of the Preamble to this Agreement, the Borrower shall, upon notification by the Administrator of such determination and the amount of the resulting shortfall, pay additional interest on such principal amount of the Loan equal to such shortfall. Section 2.07. Interest and other charges shall be payable semi-annually on January 15 and July 15 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. - 6- ARTICLE III Execution of the Project Section 3.01. The Borrower shall carry out the Project through DPW with due diligence and efficiency and in conformity with ap- propriate engineering, administrative and financial practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. Section 3.02. (a) Without limitation on the generality of the provisions of Section 3.01 of this Agreement, the Borrower shall take all such measures as may be required to provide BPP with qual- ified and competent personnel, at headquarters' level as well as at the level of the regional, departmental and local divisions, including, inter alia, foremen, operators and mechanics in adequate numbers in order to enable BPP to carry out its responsibilities with respect to the execution of the Project. Such measures shall include adequate budget allocations to cover the Borrower's expen- ditures with respect to the employment and the training of said personnel, in order to allow to undertake recruitment of said personnel prior to September 30, 1976. (b) Without limitation on the provisions of paragraph (a) of this Section, the Borrower shall, in carrying out Part B(1) of the Project, provide BPP or cause BPP to be provided at headquarters in Dakar not later than September 30, 1976 or such other date as the Bank may agree, with: (i) two road engineers and to be employed with qualifications and experience and on terms and conditions - 7 - satisfactory to the Bank; (ii) suitably qualified counterpart per- sonnel to replace the two aforesaid engineers after two years; and (iii) two administrative assistants with suitable qualifications and experience. Section 3.03. (a) The Borrower shall maintain DSP with respon- sibility, in respect of the Project, inter alia for the technical and economic analysis of the Borrower's feeder road requirements and for the coordination of the Borrower's feeder road improvement programs. (b) The Borrower shall cause DSP to evaluate the impact of the feeder roads improvement and maintenance program on intervals and in accordance with criteria which shall be agreed upon with the Bank. Section 3.04. (a) In order to ensure adequate overall coordi- nation of Part A of the Project, the Borrower shall establish not later than June 30, 1976, or such other date as the Bank may agree, and maintain in operation, an Interministerial Consultative Commit- tee, whose composition shall be satisfactory to the Bank and which shall consist of, inter alia, high ranking representatives of its ministries, and agencies, interested in the execution of the Proj- ect. Such Interministerial Consultative Committee shall inter alia be responsible for the annual review of feeder road requirements submitted by the aforesaid ministries and agencies and the estab- lishment in accordance with criteria satisfactory to the Bank and upon recommendation of DSP of the Borrower's annual proposed feeder road improvement program. -8- (b) Starting March 1, 1977 or such other date as the Bank may agree, the Borrower's proposed annual feeder roads program for the years 1977-1978 and 1978-1979, to be included under Part A(1) of the Project after such program has been approved by the Prime Minister, shall be defined by MPWUT in agreement with the Bank not later than four months before the scheduled start of the works to be undertaken under said annual feeder roads program. Section 3.05. Notwithstanding the provisions set forth or referred to in Section 2.03 of this Agreement, the Borrower shall study the feasibility of using methods of feeder roads construction intermediate to equipment-intensive and labor-intensive methods and submit its findings at the time of transmission to the Bank of the proposed feeder roads program for the year 1977-1978 referred to in Section 3.04(b) of this Agreement. Section 3.06. (a) The Borrower undertakes to insure, or make adequate provision 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 use or installation, and for such insurance any indemnity shall be payable in a currency freely usable by the Borrower to replace or repair such goods. (b) Except as the Bank shall otherwise agree, all goods and services financed out of the proceeds of the Loan shall be used exclusively for the Project until its completion. -9- Section 3.07. (a) The Borrower shall furnish to the Bank, promptly upon their preparation, the plans, specifications, reports, contract documents and construction and procurement schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. (b) The Borrower: (i) shall maintain 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; (ii) shall enable the Bank's accredited representatives to visit the facilities and construction sites included in the Project and to examine the goods financed out of the proceeds of the Loan and any relevant records and documents; and (iii) shall furnish to the Bank all such information as the Bank shall reasonably request concerning the Project, the expenditure of the proceeds of the Loan and the goods and services financed out of such proceeds. Section 3.08. The Borrower shall take or cause to be taken all such action as shall be necessary to acquire as and when needed all such land and rights in respect of land as shall be required for carrying out the Project and shall furnish to the Bank, promptly after such acquisition, evidence satisfactory to the Bank that such land and rights in respect of land are available for purposes re- lated to the Project. Section 3.09. The Borrower shall maintain BPP in operation. - 10 - ARTICLE IV Other Covenants Section 4.01. (a) It is the policy of the Bank, in making loans to, or with the guarantee of, its members not to seek, in normal circumstances, special security from the member concerned but to ensure that no other external debt shall have priority over its loans in the allocation, realization or distribution of foreign exchange held under the control or for the benefit of such member. To that end, if any lien shall be created on any public assets (as hereinafter defined), as security for any external debt, which will or might result in a priority for the benefit of the creditor of such external debt in the allocation, realization or distribution of foreign exchange, such lien shall, unless the Bank shall other- wise agree, ipso facto and at no cost to the Bank, equally and ratably secure the principal of, and interest and other charges on, the Loan, and the Borrower, in creating or permitting the creation of such lien, shall make express provision to that effect; provided, however, that, if for any constitutional or other legal reason such provision cannot be made with respect to any lien cre- ated on assets of any of its political or administrative subdivi- sions, the Borrower shall promptly and at no cost to the Bank secure the principal of, and interest and other charges on, the Loan by an equivalent lien on other public assets satisfactory to the Bank. (b) The foregoing undertaking shall not apply to: (i) any lien created on property, at the time of purchase thereof, solely as security for payment of the purchase price of such property; - 11 - and (ii) any lien arising in the ordinary course of banking trans- actions and securing a debt maturing not more than one year after its date. (c) As used in this Section, the term "public assets" means assets of the Borrower, of any political or administrative subdi- vision thereof and of any entity owned or controlled by, or oper- ating for the account or benefit of, the Borrower or any such sub- division, including gold and other foreign exchange assets held by any institution performing the functions of a central bank or exchange stabilization fund, or similar functions, for the Borrower. Section 4.02. The Borrower shall maintain or cause to be maintained records adequate to reflect in accordance with consis- tently maintained sound accounting practices the operations, re- sources and expenditures, in respect of the Project, of the depart- ments or agencies of the Borrower responsible for carrying out the Project or any part thereof. Section 4.03. For the purpose of carrying out Part A of the Project, the Borrower shall take all necessary measures in order that BPP's three road-betterment brigades, initially assigned to the Thias/Diourbel, Sinfe Saloum and Casamance regions, respectively, be reassigned as and when required, to such other regions as shall be included under the annual feeder road improvement and maintenance program. Section 4.04. Unless the.Bank shall otherwise agree, the Bor- rower shall make: (i) at the end of the year during which the Proj- ect has been completed, an allocation in its national annual budget - 12 - of not less than CFAF125 million to meet the maintenance require- ments of the feeder roads included under Part A of the Project during the year immediately succeeding such year; and (ii) there- after for each succeeding year an allocation in its budget for maintenance of its rural road network, the amount of which shall be (A) increased, as compared with the amount allocated for main- tenance of said feeder roads network in its budget of the year immediately preceding such succeeding year, to take into account cost increases occurring during such preceding year, and (B) ad- justed, from time to time, to reflect the maintenance requirements of said feeder roads network. Section 4.05. The Borrower shall cause its roads and its road maintenance equipment to be adequately maintained. - 13 - ARTICLE V Termination Section 5.01. The date July 29, 1976 is hereby specified for the purposes of Section 12.04 of the General Conditions. - 14 - ARTICLE VI Representative of the Borrower; Addresses Section 6.01. The Ministre Charge des Finances of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 6.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Ministere des Finances et des Affaires Aconomiques Rue Charles Lane Dakar Senegal Cable address: MINIFINANCES Dakar 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. - 15 - IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agree- ment to be signed in their respective names in the city of Dakar, Republic of Senegal, as of the day and year first above written. REPUBLIC OF SENEGAL By /s/ Babacar Ba Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Roger Chaufournier Regional Vice President Western Africa - 16 - 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 expen- ditures-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, spare 5,000,000 100% of foreign parts, materials expenditures or and supplies 91% (2) Technical Assis- 400,000 100% of foreign tance expenditures (3) Civil works by 400,000 64% contract (4) Unallocated 800,000 TOTAL 6,600,000 - 17 - 2. For the purposes of this Schedule, the term "foreign expendi- tures" means expenditures in the currency of any country other than the Borrower and for goods or services supplied from the ter- ritory of any country other than the Borrower; provided, however, that if the currency of the Borrower is also that of another coun- try from the territory of which goods or services are supplied, expenditures in such currency for such goods or services shall be deemed to be "foreign expenditures". 3. The disbursement percentages have been calculated in compli- ance 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, the Borrower on goods or services, or on the importa- tion, manufacture, procurement or supply thereof; to that end, if the amount of any such taxes levied on or in respect of any item to be financed out of the proceeds of the Loan decreases or in- creases, the Bank may, by notice to the Borrower, increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Bank. 4. Notwithstanding the provisions of paragraph 1 above, no with- drawals 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 in the table in paragraph 1 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 - 18 - 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 short- fall, 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 procure- ment 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 expendi- tures which would otherwise have been eligible for financing out of the proceeds of the Loan. - 19 - SCHEDULE 2 Description of the Project The Project is designed to develop and maintain feeder roads in regions with significant agricultural development programs and consists of the following parts: Part A. Feeder Roads Improvement and Maintenance Program 1. Improvement and subsequent maintenance of about 1,000 km of feeder roads. 2. Maintenance of about 250 km of additional feeder roads. Such feeder roads shall be selected,-and the applicable design standards shall be determined, by agreement be- tween the Borrower and the Bank. Part B. Strengthening of BPP 1. Technical assistance to BPP, consisting of experts' services for a period of about two years for the purpose of assisting BPP in carrying out Part A of the Project and training counterparts, further staffing of BPP, and the provision of an adminis- trative building. - 20 - 2. Procurement and utilization of equipment and mate- rials for road improvement and maintenance. * * * e b D The Project is expected to be completed by December 31, 1979. - 21 - SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* January 15, 1983 115,000 July 15, 1983 120,000 January 15, 1984 120,000 July 15, 1984 125,000 January 15, 1985 125,000 July 15, 1985 130,000 January 15, 1986 135,000 July 15, 1986 135,000 January 15, 1987 140,000 July 15, 1987 140,000 January 15, 1988 145,000 July 15, 1988 150,000 January 15, 1989 150,000 July 15, 1989 155,000 January 15, 1990 160,000 July 15, 1990 160,000 January 15, 1991 165,000 July 15, 1991 170,000 January 15, 1992 175,000 July 15, 1992 180,000 January 15, 1993 180,000 July 15, 1993 185,000 January 15, 1994 190,000 July 15, 1994 195,000 January 15, 1995 200,000 July 15, 1995 205,000 * 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. - 22 - Payment of Principal Date Payment Due (expressed in dollars)* January 15, 1996 2109000 July 15, 1996 210,000 January 15, 1997 215,000 July 15, 1997 220,000 January 15, 1998 225,000 July 15, 1998 230,000 January 15, 1999 235,000 July 15, 1999 240,000 January 15, 2000 250,000 July 15, 2000 255,000 January 15, 2001 260,000 * 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. - 23 - Premiums on Prepayment The following percentages are specified as the premiums pay- able 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 before maturity 1% More than three years but not more than six years before maturity 2-1/4% More than six years but not more than eleven years before maturity 4% More than eleven years but not more than sixteen years before maturity 5-1/2% More than sixteen years but not more than twenty-one years before maturity 7-1/4% More than twenty-one years but not more than twenty-three years before maturity 8% More than twenty-three years before maturity 8-1/2% - 24 - SCHEDULE 4 Procurement A. International Competitive Bidding: Equipment, spare parts, materials and supplies Except as provided in Part B hereof, goods shall be procured under contracts to be awarded in accordance with procedures consis- tent with those set forth in Part A of the "Guidelines for Procure- ment under World Bank Loans and IDA Credits" published by the Bank in August 1975 (hereinafter called the Guidelines), on the basis of international competitive bidding. B. Other Procurement Procedures 1. Equipment, Spare Parts, Materials and Supplies: With respect to any contract for equipment, materials and supplies estimated to cost less than $20,000 equivalent, and for spare parts, the Borrower may award such contracts on the basis of competitive bidding advertised locally and in accordance with local procedures acceptable to the Bank, but only to the extent that the aggregate amount of contracts so awarded and to be fi- nanced out of the proceeds of the Loan shall not exceed $400,000 equivalent. 2. Civil Works: Civil works may be carried out by force account or contract. Contracts for civil works may be awarded on the basis of competitive - 25 - bidding advertised locally and in accordance with local procedures acceptable to the Bank. C. Evaluation and Comparison of Bids for Goods 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; (ii) cus- toms duties and other import taxes on imported goods, and sales and similar taxes on domestically-supplied goods, shall be excluded; and (iii) the cost to the Borrower of inland freight and other ex- penditures incidental to the delivery of goods to the place of their use or installation shall be included. D. 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 $50,000 or more: (a) Before bids are invited, the Borrower 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. - 26 - (b) After bids have been received and evaluated, the Borrower 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 shall furnish to the Bank, in sufficient time for its review, a detailed report on the evaluation and comparison of the bids received, and such other information as the Bank shall rea- sonably 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 deter- mination. (c) 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 invited. (d) Two conformed copies of the contract shall be furnished to the Bank promptly after its execution and approval and prior to the submission to the Bank of the first application for with- drawal of funds from the Loan Account in respect of such contract. 2. With respect to each contract to be financed out of the pro- ceeds of the Loan and not governed by the preceding paragraph, the Borrower 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 informa- tion 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.