Togo - Feeder Roads Project : Credit 0810 - Development Credit Agreement - Conformed

CONFORMED COPY CREDIT NUMBER 810 TO Development Credit Agreement (Feeder Roads Project) between REPUBLIC OF TOGO and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated June 28, 1978 CREDIT NO. 810 TO DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated June 28, 1978, between REPUBLIC OF TOGO (hereinafter called the Borrower or Togo) and INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). ARTICLE I General Conditions; Definitions Section 1.01. The parv,ies to this Agreement accept all the provisions of the General Conditions Applicable to Development Credit Agreements of the Association, dated March 15, 1974, with the same force and effect as if they were fully set forth herein, (said General Conditions Applicable to Development Credit Agree- ments of the Association 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 and in the Preamble hereto have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "METP" means the Borrower's ministry responsible for 6quipement, travaux publics, construction, habitat et postes et telcommunications. (b) "DTP" means the Direction des Travaux Publics of METP. (c) "MRW" means the Borrower's ministry responsible for amenagement rural. (d) "DGR" means the Direction du Genie Rural of MRW. (e) "FRU" means the feeder road unit to be established within DGR pursuant to Section 3.01 (g) hereof. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions in the Development Credit Agreement -2- set forth or referred to, an amount in various currencies equiva- lent to five million eight hundred thousand dollars ($5,800,000). Section 2.02. The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule may be amended from time to time by agreement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 Associa- tion, for expenditures made (or, if the Association shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Credit. Section 2.03. Except as the Association shall otherwise agree, procurement of goods and civil works required for the Project and to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 3 to this Agree- ment. Section 2.04. The Closing Date shall be June 30, 1983 or such later date as the Association shall establish. The Associa- tion shall promptly notify the Borrower of such later date. Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.06. Service charges shall be payable semiannually on May 15 and November 15 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semiannual installments payable on each May 15 and November 15 commencing November 15, 1988 and ending May 15, 2028, each installment to and including the installment payable on May 15, 1998 to be one-half of one per cent (1/2 of 1%) of such principal amount, and each installment thereafter to be one and one-half per cent (1-1/2%) of such principal amount. Section 2.08. The currency of the Republic of France is hereby specified for the purposes of Section 4.02 of the General Conditions. ARTICLE III Execution of the Project Section 3.01. (a) The Borrower shall carry out the Project, under the overall responsibility of MRW, with due diligence and -3- efficiency and in conformity with appropriate engineering, admin- istrative and financial practices, and shall provide, promptly as needed, the funds, facilities, serv,ces and :r':er resources required for the purpose; it being specified tl: the study included in Part C of the Project shall be completed not later than September 30, 1981 (or such other date as the Association may agree). (b) The Borrower shall ensure that arrangements satisfactory to the Association shall be entered into between MRW and METP whereby METP, acting through DTP, shall be entrusted with the carrying out of the program under Part A of the Project with respect to about 400 kms of feeder roads and with the maintenance of the equipment purchased by DGR under the Project. (c) The feeder roads to be improved and maintained under Part A of the Project shall be selected by agreement between the Borrower and the Association. (d) For the purpose of paragraph (c) of this Section, the Borrower shall furnish to the Association, for its approval, the proposed annual work programs for the improvement and maintenance of feeder roads included in Part A of the Project to be carried out in 1979 and each year thereafter until the completion of the Project, promptly after each such proposed program has been adopted by the interministerial technical working group referred to in paragraph (e) below and not later than three months before the scheduled start of the works to be undertaken pursuant to such proposed program. (e) In order to ensure effective coordination among the ministries, departments and agencies of the Borrower concerned with feeder roads, the Borrower shall establish, not later than February 28, 1979 or such other date as the Association may agree, and thereafter maintain, an interministerial technical working group composed of representatives of such ministries, departments and agencies, including, inter alia, representatives of METP, MRW, the Borrower's ministries responsible for rural development, finance and planning and the Borrower's regional and national agencies directly concerned with feeder roads. (f) The interministerial technical working group to be established pursuant to paragraph (e) of this Section shall be responsible, inter alia, for the review and adoption of the proposed annual work programs for the improvement and maintenance -4- of feeder roads under Part A of the Project, such programs to be prepared by DGR. (g) The Borrower shall establish within DGR, on or before July 31, 1978 (or such other date as the Association may agree), and, thereafter, maintain in eration, a feeder road unit under terms and conditions satisfactory to the Association, such unit to be responsible for selecting, planning and monitoring the Bor- rower's feeder road construction, improvement and maintenance program and for carrying out the program under Part A of the Project with respect to about 600 kms of feeder roads. (h) Except as the Association shall otherwise agree, the Borrower shall ensure that the feeder roads included in the Project shall be improved in accordance with the design standards set forth in Schedule 4 hereto. (i) Without limiting the generality of paragraph (a) of this Section, the Borrower undertakes to assi3n sufficiently qualified and experienced personnel of DGR in adequate numbers to work on the Project in cooperation with the experts and consultants referred to in Section 3.02 hereof. (j) The Borrower shall, on or before December 31, 1978 (or such other date as the Association may agree), submit to the Association for its review and comments the training program included in Part B (a) of the Project and shall promptly implement such program taking into account such comments. (k) The Borrower shall, on or before June 30, 1979 (or such other date as the Association may agree), carry out the study included in Part D of the Project and submit to the Association for its review and comments the recommendations set out in such study and shall promptly take all appropriate action to implement said recommendations taking into account such comments. Section 3.02. In order to assist the Borrower in carrying out the Project, the Borrower shall employ on or before September 30, 1978 (or such other date as the Association may agree), experts and consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. Section 3.03. (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 Credit against hazards -5- 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 Association shall otherwise agree, the Borrower shall cause all goods and services financed out of the proceeds of the Credit to be used exclusively for the Project. Section 3.04. (a) The Borrower shall furnish to the Associa- tion, 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 Association shall reasonably request. (b) The Borrower: (i) shall maintain records and procedures adequate to record and monitor the progress of the Project (including its cost and the benefits to be derived from it), to identify the goods and services financed out of the proceeds of the Credit, and to disclose their use in the Project; (ii) shall enable the Association'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 Credit and any relevant records and documents; and (iii) shall furnish to the Association at regular intervals all such information as the Association shall reasonably request concerning the Project, its cost and, where appropriate, the benefits to be derived from it, the expenditure of the proceeds of the Credit and the goods and services financed out of such proceeds. (c) Promptly after completion of the Project, but in any event not later than six months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Association, the Borrower shall prepare and furnish to the Association a report, of such scope and in such detail as the Association shall reasonably request, on the execution and initial operation of the Project, its cost and the benefits derived and to be derived from it, the performance by the Borrower and the Association of their respective obligations under the Development Credit Agreement and the accomplishment of the purposes of the Credit Section 3.05. The Borrower shall take or cause to be taken all such action as shall be necessary to acquire as and when -6- needed all such land and rights in respect of land as shall be required for carrying out the Project and shall furnish to the Association, after such acquisition and promptly upon the Asso- ciation's request, evidence satisfactory to the Association that such land and rights in respect of land are available for purposes related to the Project. ARTICLE IV Other Covenants Section 4.01. The Borrower shall maintain or cause to be maintained records adequate to reflect in accordaince with consis- tently maintained appropriate accounting practices the operations, resources and expenditures of DGR and DTP, in respect of the Project, and of the other departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. Section 4.02. The Borrower shall promptly establish within FRU and, thereafter, maintain all facilities required to collect and to record systematically and periodically such data as shall be required to assess the technical, economic, social and finan- cial aspects of the Borrower's feeder roads system and to monitor and to plan the maintenance and extensions of such system. Section 4.03. The Borrower shall: (a) cause all roads (including feeder roads) within the highway system of the Borrower to be adequately maintained and cause all necessary repairs thereof to be made, all in accordance with appropriate engineering practices; (b) cause all road maintenance equipment and workshops of the Borrower to be adequately maintained and cause all neces- sary repairs and renewals thereof to be made, all in accordance with appropriate engineering practices; and (c) provide, promptly as needed, the funds, facilities, services and other resources required for the foregoing. ARTICLE V Effective Date; Termination Section 5.01. The following event is specified as an addi- tional condition to the effectiveness of the Development Credit Agreement within the meaning of Sections 12.01 (b) and 12.02 (b) of the General Conditions, namely, that the arrangements referred to in Section 3.01 (b) hereof shall have been entered into as -7- provided in such Section and the Association shall have been furnished with a legal opinion showing that such arrangements are binding upon all parties concerned. Section 5.02. The date September 28, 1978 is hereby specified for the purposes of Section 12.04 of the General Conditions. ARTICLE VI Representative of the Borrower; Addresses Section 6.01. The Ministre des Finances et de l'Economie 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 de l'Economie B.P. 387 Lome Republic of Togo Cable address: Telex: MINFINANCES 5286 Lome, Togo For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) 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. REPUBLIC OF TOGO By /s/ Messanvi Kokou Kekeh Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ Roger Chaufournier Regional Vice President Western Africa -9- SCHEDULE 1 Withdrawal of the Proceeds of the Credit 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Credit, the allocation of the amounts of the Credit to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Credit Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Civil Works 2,200,000 54% (2) Equipment, Vehicles, 2,000,000 100% of foreigii Supplies, Materials, expenditures Spare Parts, Work- and 82% o lo-- shop Tools, Equip- cal expendi- ment Hire for Train- tures ing, Fuel and Lubri- cants (3) Technical Assis- 500,000 80% tance for Part B of the Project and Study in- cluded in Part C of the Project (4) Unallocated 1,100,000 TOTAL 5,800,000 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures in the currency of any country other than the Borrower and for goods or services supplied from the territory of any country other than the Borrower; provided, however, that if the currency of the Borrower is also that of another country from the territory - 10 - of which goods or services are supplied, expenditures in such currency for such goods or services shall be deemed to be "foreign expenditures"; and (b) the term "local expenditures" means expenditures in the currency of the Borrower and for goods or services supplied from the territory of the Borrower. 3. The disbursement percentages have been calculated in com- pliance with the policy of the Association that no proceeds of the Credit 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 importation, 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 Credit decreases or increases, the Association 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 Association. 4. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expendi- tures prior to the date of this Agreement. 5. Notwithstanding the allocation of an amount of the Credit or the disbursement percentages set forth in the table in paragraph 1 above, if the Association has reasonably estimated that the amount of the Credit then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Association may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Credit which are then allo- cated to another Category and which in the opinion of the Associ- ation 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 Association 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 expendi- tures for such item shall be financed out of the proceeds of the Credit and the Association may, without in any way restricting or limiting any other right, power or remedy of the Association under - 11 - the Development Credit Agreement, by notice to the Borrower, cancel such amount of the Credit as, in the Association's reason- able opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Credit. - 12 - SCHEDULE 2 Description of the Project The Project consists of the following parts: Part A: Carrying out of a four-year program for the construc- tion, improvement and maintenance of about 1,000 kms of feeder roads (including culverts and bridges), and the provision of equipment, spare parts, workshop tools, materials, supplies, fuel and lubricants required for the program, it being understood that METP, acting through DTP, and MRW, acting through DGR, will be responsible for the carrying out of such program with respect to about 400 kms and 600 kms of said feeder roads, respectively. Part B: (a) Establishment of FRU and execution of a training program for the local personnel of DGR in the fields of planning, implementing and monitoring feeder road improvement and maintenance, with the assistance of 77 man-months of consultant services. (b) Improving the effectiveness of DTP road brigades, through the provision of 10 man-months of technical assistance. Part C: Study of a follow-up feeder road project, through the provision of 4 man-months of technical assistance. Part D: Study of employment conditions in DTP, DGR and the private sector for the purpose of identifying incentives required to retain competent staff in DTP and DGR and of making all appropriate recommendations necessary to put into effect said incentives. The Project is expected to be completed by December 31, 1982. - 13 - SCHEDULE 3 Procurement A. International Competitive Bidding 1. Except as provided in Part B hereof, contracts for the purchase of goods shall be procured in accordance with procedures consistent with those set forth in the "Guidelines for Procurement under World Bank Loans and TDA Credits" published by the Bank in March 1977 (hereinafter called the Guidelines), on the basis of international competitive bidding as described in Part A of the Guidelines. 2. For goods to be procured on the basis of international competitive bidding under the Project and in addition to the requirements of paragraph 1.2 of the Guidelines, the Borrower shall prepare and forward to the Association as soon as possible, and in any event not later than 60 days prior to the date of availability to the public of the first tender documents relating thereto a general procurement notice, in such form and detail and containing such information as the Association shall reasonably request; the Association will arrange for the publication of such notice in order to provide timely notification to prospective bidders of the opportunity to bid for the goods in question. The Borrower shall provide the necessary information to update such notice annually so long as any goods remain to be procured on the basis of international competitive bidding. 3. Contracts for equipment, supplies and materials will be bulked to the extent possible so that they may attract foreign bidders. B. Other Procurement Procedures (a) Equipment, supplies, materials, spare parts and workshop tools may be procured on the basis of local procedures acceptable to the Association, provided, however, that the estimated cost of individual contracts for such goods is less than $50,000 equiva- lent (including taxes) and the total cost thereof does not exceed $400,000. (b) Contracts for the civil works, which shall not be carried out as provided in Part D of this Schedule, may be awarded according to local procedures acceptable to the Association. - 14 - C. 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 except those to be procured in accordance with local procedures: (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, and sales and similar taxes on domestically supplied goods, shall be excluded; and (iii) the cost to the Borrower 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 Togo and to be procured in accordance with the procedures referred to in paragraph A.1 of this Schedule 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 Togo if the bidder shall have established to the satisfaction of the Borrower and the Association that the manufacturing cost of such goods includes a value added in Togo equal to at least 20% of the ex-factory bid price of such goods. (2) Group B: all other bids offering goods manufactured in Togo. (3) Group C: bids offering any other goods. (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 - 15 - 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 bid from group C which as a result of the comparison under paragraph (c) is the lowest evaluated bid shall be selected. D. Civil Works and Equipment for Training 1. Civil works for the construction and improvement of the feeders roads for which DGR is responsible will be carried out by force account by DGR and civil works for the construction and improvement of the feeder roads for which DTP is responsible will be carried out pursuant to the arrangements referred to in Section 3.01 (b) of the Development Credit Agreement; it being specified that the foregoing provisions shall not apply to the construction and improvement of the culverts and bridges appurten- ant to said feeder roads. 2. Equipment for training may be hired under terms and condi- tions satisfactory to the Association. E. Review of Procurement Decisions by the Association 1. Review of invitations to bid and of proposed awards and final contracts: With respect to all contracts financed out of the proceeds of the Credit, governed by paragraphs A and B of this Schedule and estimated to cost the equivalent of $50,000 or more: (a) Before bids are invited, the Borrower shall furnish to the Association, for its comments, the text of the invitations - 16 - 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 Association shall reasonably request. Any further modification to the bidding documents shall require the Association's concurrence before it is issued to the prospective bidders. (b) After bids have been received and evaluated, the Borrower shall, before a final decision on the award is made, inform the Association of the name of the bidder to which it intends to award the contract and shall furnish to the Associ- ation, in sufficient time for its review, a detailed report on the evaluation and comparison of the bids received and such other information as the Association shall reasonably request. The Association 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. (c) The terms and conditions of the contract shall not, without the Association'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 Association promptly after its execution and prior to the submission to the Association of the first application for withdrawal of funds from the Credit Account in respect of such contract. 2. With respect to each contract to be financed out of the proceeds of the Credit and not governed by the preceding para- graph, the Borrower shall furnish to the Association, promptly after its execution and prior to the submission to the Association of the first application for withdrawal of funds from the Credit Account in respect of such contract, two conformed copies of such contract, together with the analysis of the respective bids, recommendations for award and sich other information as the Association shall reasonably request. The Association 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. - 17 - SCHEDULE 4 Design Standards Design Standard* Designation Class I Class II Vehicles per Day less than 20 more than 20 Clearing (m) 10-12 7-8 Road Formation Width (m) 6.5 5 Gravelled Surface Width (m)** 5.5 4 Thickness of Gravel (cm)** 15 10 Drainage Lateral ditches,. culverts and fords; bridges only where the size of the river or the volume of traffic warrants it * Where any existing feeder road has standards which are higher than those set forth in this Schedule, such road shall be improved and maintained to such higher standards. ** Gravel treatment only as and when required.