Romania - Covurlui Irrigation Project : Loan 1795 - Loan Agreement - Conformed

OFFICIAL DOCUMETS LOAN NUMBER 1795 RO Loan Agreement (Covurlui Irrigation Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA Dated , 1980 LOAN NUMBER 17'5 RO LOAN AGREEMENT AGREEMENT, dated - , 1980, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (herein- after called the Bank) and BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA (hereinafter called the Borrower). WHEREAS (A) the Borrower has requested the Bank to assist in the financing of the Project described in Schedule 2 to this Agreement by making the loan as hereinafter provided; and (B) the Borrower intends to contract loans from foreign lending institutions up to an approximate aggregate amount equiva- lent to one hundred million dolllars ($100,000,000) to assist further in the financing of the said Project. NOW THEREFORE, the parties hereto hereby agree as follows: 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 Agree- ments of the Bank being hereinafter called the General Condi- tions). 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) "DELIF" means the Directorate for the Exploitation of Land Reclamation Works, established by Decree No. 298/1979 of the State Council of Romania; (b) "Charter" means the Charter of the Borrower approved by Decree No. 55 of 1970 of the State Council of Romania, approved by Law No. 15 of 1970 of Romania, as amended from time to time; -2- (c) "Cooperative Farm" means any Cooperative for Agricul- tural Production operating under a charter adopted by the Third Congress of the National Union of Cooperatives for Agricultural Production held in April 1977, and approved by Decree No. 346 of September 28, 1977, of the State Council of Romania, including any subsequent amendments of such charter; (d) "DGEIFCA" means the Economic General Directorate for Land Reclamation and Agricultural Construction in the Ministry of Agriculture and Food Industry of Romania established by Decree No. 298/1979 of the State Council of Romania; (e) "Foreign Trade Bank" means the Romanian Bank for Foreign Trade, established by Law No. 16/1968 of Romania; (f) "Project Area" means all land which shall be served by the irrigation or drainage facilities constructed or installed under the Project, including land cL.tivated by State Farms and Cooperative Farms and plots given in use to members of Cooperative Farms; (g) "Lei" means the national currency of Romania; (h) "Romania" and "Guarantor" both mean The Socialist Republic of Romania; (i) "Romagrimex" means the Romanian Foreign Trade Enter- prise of the Ministry of Agriculture and Food Industry of Romania, established under Law No. 11 of 1971 of Romania, and operating under Decision No. 938 of August 14, 1972 of the Council of Ministers of Romania, as amended from time to time; and (j) "State Farm" means any Agricultural State Enterprise established and operating under Law No. 11/1971 of Romania, as amended from time to time. 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 ninety million dollars ($90,000,000). -3- Section 2.02. (a) The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Sched- ule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between the Bank and the Borrower for expen- ditures made (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 selected by agreement between the Bank and the Borrower. (b) The Borrower may designate the Foreign Trade Bank 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 shall otherwise agree, contracts for the purchase of equipment, materials and spare parts required for the Project and selected by agreement between the Bank and the Borrower to be financed out of the proceeds of the Loan, shall be governed by the provisions of Schedule 4 to this Agreement. Section 2.04. The Closing Date shall be December 31, 1987, or such later date as the Bank and the Borrower may agree. 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. Section 2.06. The Borrower shall pay interest at the rate of seven and ninety-five hundredths per cent (7.95%) 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 semiannually 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. -4- ARTICLE III Execution of the Project Section 3.01. The Borrower shall carry out or cause to be carried out the Project with due diligence and efficiency and in conformity with appropriate agricultural, 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) DGEIFCA shall: (i) make suitable arrangements for the procurement of the goods and services required for the Project; and (ii) make or cause to be made a timely supply of the general engineering services required for the Project, and make timely arrangements with the appropriate construction organizations of Romania as required for the civil works and the installa- tions included in the Project. (c) DGEIFCA shall have overall responsibility for the coordination of the implementation of the Project and for the activities of the other departments and agencies of Romania related thereto. Section 3.02. 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 by the Borrower to replace or repair such goods. Section 3.03. 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. -5- 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 neces- sary that: (a) the irrigation and drainage facilities constructed or installed under the Project will be operated and maintained by DELIF in close cooperation with the State Farms and Cooperative Farms cultivating the Project Area, and the electric power facili- ties 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 will be made from time to time, all in accordance with appropriate agricultur-., engineering and administrative practices; (b) the cultivators of the Project Area will be supplied with agricultural, technical and advisory services, seeds, ferti- lizers, pesticides, agricultural financing and marketing facili- ties, and other agricultural inputs, all as required to make optimal productive use of such area; and (c) the construction and modernization of storage and processing facilities, in particular: (i) the construction of grain silos at Galati and another suitable location; (ii) the modernization of existing oil factory "Prutul" at Galati; and (iii) the construction of sugar factory Ilanca-Braila, which are under implementation by Romania, will be completed by December 31, 1982, or such later date as the Bank and the Borrower may agree, in order to handle the incremental agricultural production result- ing from 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. -6- 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 admini- strative 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 any 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 Bark 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 accom- plished. To that end: -7- (a) the Bank and the Borrower shall from time to time at the request of either party exchange views through their repre- sentatives 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 DGEIFCA, DELIF and the State Farms and Cooperative Farms served by the Project, 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 forth in Section 4.01 of this Agreement; (b) the Borrower shall obtain from DGEIFCA and the other agencies of Romania concerned with the Project, and 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 and the Borrower shall agree; (c) the Borrower: (i) shall maintain, or cause to be main- tained, 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 Loan, and to disclose their use 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 DGEIFCA and of other departments and agencies of Romania responsi- ble for the Project or any part thereof; (e) the Borrower shall: (i) furnish to the Bank not later than six 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 com- pletion of the Project certified copies of its records referred -8- 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 Guarantor and the Bank 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; (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 DGEIFCA and DELIF, the benefits derived from the Project and the general status of the Loan; and (g) promptly after completion of the Project, but in any event not later than June 30, 1988 or such later date as may be agreed for this purpose between the Bank and the Borrower, the Borrower shall prepare and furnish to the Bank a report, of such scope and in such detail as the Bank and the Borrower shall reasonably agree, 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 Bank and the Borrower of their res- pective obligations under the Loan Agreement and the accomplish- ment of the purposes 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 obliga- tions under the Loan Agreement. ARTICLE VII Effective Date; Termination Section 7.01. The following event is specified as an addi- tional condition to the effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the General Conditions, namely, the Council of Ministers of Romania has approved the -9- 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. Section 7.03. The date K ) is hereby specified for the purpose 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: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) For the Borrower: Banca pentru Agricultura si Industrie Alimentara Strada Smirdan No. 3 Bucharest, Romania Cable address: Telex: AGROBANK 11622 Bucharest - 10 - 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 Ii Regional Vice President Europe, Middle East and North Africa BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA By Repesntaiv Authorized Representative - 11 - SCHEDULE 1 Withdrawal of the Proceeds of the Loan 1. The table below sets forth the Category of items to be financed out of the proceeds of the Loan and the percentage of expenditures for items so to be financed: Amount of the Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Equipment and 76,500,000 100% of foreign spare parts expenditures and 100% of local expenditures ex-factory (2) Materials 8,500,000 100% of foreign expenditures and 100% of local expenditures ex-factory (3) Unallocated 5,000,000 TOTAL 90,000,000 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 or services supplied from the territory of Romania. 3* The disbursement percentages have been calculated in compli- ance with the policy of the Bank that no proceeds of the Loan - 12 - 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 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 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 Cate- gory, 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 referred to in Section 2.03 of this Agreement 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 reason- able opinion, represents the amount of such expenditures which would otherwise hove been eligible for financing out of the proceeds of the Loan. - 13 - SCHEDULE 2 Description of the Project The Project is to provide irrigation and drainage facilities, erosion control, soil reclamation and other miscellaneous works and farm machinery and equipment to serve adequately an area of about 148,400 ha situated in Galati District, bounded by flood plain of the River Prut (namely Bratesul de Jos and Bratesul de Sus) in the east, by flood plain of river Siret in the south, by Birlad River, a tributary of Siret, in the west, and by a conven- tional line following the watershed of the Birlad and Siret basins in the north. Said service will cover about 23,700 ha under State Farms and about 124,700 ha under Cooperative Farms, including about 3,100 ha assigned in use to members of the Cooperative Farms. The Project consists of: Part A: 1. Permanent Irrigation and Drainage Facilities Construction and installation of permanent irrigation as well as drainage and other facilities adequate to irrigate with water extracted from the Danube River, as follows: (a) fixed pumping station on the Danube River about 7 km below the town of Galati, with a capacity of about 54 m3/sec; (b) fixed pumping station "Vinatori" about 19 km from the Danube to lift about 46 m3/sec to the Covurlui plateau over a height of about 94 m; (c) concrete lined main canal in the flood plain of the Prut River about 13 km long and on the terrace about 103 km with distribution canals and neces- sary regulators, bridges, culverts, escape weirs, siphons, drops and other structures; (d) sixteen fixed pumping stations to lift supplies within the network of irrigation canals; of these, 14 stations will be located on the main canal and 2 on the distributaries; - 14 - (e) Suhurlui dam on Suhurlui ValleK, about 36 m high to conserve about 156 million m gross (144 million m3 net) through pumping from the Danube River; (f) forty-four fixed electric pressure pumping stations to serve about 137,250 ha and 41 mobile electric pumps to serve about 4,400 ha; (g) about 114 km of 110 kV and 20 kV power lines, transformer substations and pole-mounted trans- formers, to supply energy to all the pumping stations and mobile pumps to be constructed under Part A of the Project; (h) pipe distribution networks, consisting of buried main and distribution pipes, equipped with hydrants and other necessary fittings to bring irrigation water to the area; (i) surface drainage works with necessary structures to serve about 11,350 ha; and (j) subsurface drainage network with tile drains to serve an area about 1,100 ha and reclamation of about 700 ha of saline land. 2. Soil Erosion Control Works Soil erosion control works consisting of land levelling of rainwashes, land preparation for contour plowing terracing, protective plantation, improvement of feeder road network of about 582 km, interceptor canals of about 63 km with necessary structures to serve an area of about 44,300 ha. 3. Valley Training Training of Corozel, Calmatui, Suhurlui and Lozova streams through construction of embankments of about 267 km with necessary structures. Part B: Portable Irrigation Facilities Establishment of portable on-farm irrigation systems, includ- ing pipes and sprinklers adequate to irrigate the land included in the Project. - 15 - Part C: Farm Machinery and Equipment Provision of tractors and harvesters for State Farms and Cooperative Farms and of equipment required for the operation and maintenance of the irrigation and drainage facilities included in Part A and Part B of the Project. The Project is expected to be completed by June 30, 1987. - 16 - SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* On each January 15 and July 15 Beginning July 15, 1983 through January 15, 1995 3,750,000 * 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 before maturity 1.60% More than three years but not more than six years before maturity 3.20% More than six years but not more than eleven years before maturity 5.85% More than eleven years but not more than thirteen years before maturity 6.90% More than thirteen years before maturity 7.95% - 18 - SCHEDULE 4 Procurement A. International Competitive Bidding 1. Contracts for the purchase of equipment and spare parts and materials shall be awarded in accordance with procedures consis- tent with those set forth in the "Guidelines for Procurement under World Bank Loans and IDA Credits" published by the Bank in March 1977 (hereinafter called the Guidelines), on the basis of inter- national 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 Bank 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 or prequalification documents relating thereto, as the case may be, a general procurement notice, in such form and detail and containing such information as the Bank shall reasonably request; the Bank 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. 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 the imported goods, or the ex-factory price for domestically manufactured goods, or off-the-shelf price of other goods, offered in such bids; and (ii) customs duties and other import taxes levied in connection with the importation, or the sales and similar taxes levied in connec- tion with the sale or delivery, pursuant to the bids, of the goods shall not be taken into account in the evaluation of the bids. 2. Goods manufactured in Romania may be granted a margin of preference in accordance with, and subject to, the following provisions: - 19 - (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 domestic bids. (3) Group C: bids offering any other goods. (c) In order to determine the lowest evaluated bid of each group, all evaluated bids in each group shall first be compared among themselves, without taking into account customs duties and other import taxes levied in connection with the importation, and sales and similar taxes levied in connection with the sale or delivery, pursuant to the bids, of the goods. Such lowest eva- luated 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 bid from group C which as a result of the comparison under paragraph (c) is the lowest evaluated bid shall be selected. - 20 - C. Review of Procurement Decisions by the Bank 1. Review of invitations to bid and of proposed awards and final contracts: With respect to all contracts estimated to cost the equiv- alent of $200,000 or more: (a) Before bids are invited, Romagrimex 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, Romagrimex shall inform the Bank of the names of the bidders and the respec- tive amounts of the bids, and shall indicate those items for which only one bid was received. (c) After bids have been evaluated, Romagrimex 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 reason 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 recommendations 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 Romagrimex 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. (e) Two conformed copies of the contract shall be furnished to the Bank promptly after its execution and prior to the submis- sion to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract. - 21 - 2. With respect to each contract to be financed out of the proceeds of the Loan and not governed by the preceding paragraph, Romagrimex 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 the respective 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 Romagrimex and state the reasons for such determination. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Bank for Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this St1 -day of ,.4 , 198 0L. FOR SECRETARY