Sierra Leone - Second Highway Project : Credit 1129 - Credit Agreement - Conformed

O I c IAL CREDIT NUMBER 1129 SL DOCUMENTS Development Credit Agreement (Second Highway Project) between SIERRA LEONE and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated , 1981 CREDIT NUMBER 1129 SL DEVELOPnNT CREDIT AGREEMENT AGREEMENT, dated L &'L <2 , 1981, between SIERRA LEONE (hereinafter called the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). WHEREAS (A) the Borrower has requested the Association to assist in the financing of the Project described in Schedule 2 to this Agreement by extending the Credit as hereinafter provided; (B) the Borrower intends to contract from the African Development Fund (hereinafter called ADF), a loan (hereinafter called the ADF Loan) in an amount of about $5,900,000 to assist in financing part of the Project on the terms and conditions set forth in an agreement (here'nafter called the ADF Loan Agreement) to be entered into between the Borrower and ADF; (C) the Borrower intends to contract from the contributing parties to the OPEC Fund for International Development (herein- after called OPEC Fund) a loan (hereinafter called the FUND Loan) in an amount of not less than $7,000,000 to assist in financing part of the Project on the terms and conditions set forth in an agreement (hereinafter called the Fund Loan Agreement) to be entered into between the Borrower and OPEC Fund; and (D) the Borrower, OPEC Fund, and the Association intend to enter into an agreement (hereinafter called Memorandum of Agreement) making arrangements for the Association to process applications for withdrawal of the proceeds of the financing to be provided severally by OPEC Fund and the Association and regulating certain other matters of common interest in connection with such financing. WHEREAS the Association has agreed, on the basis inter alia of the foregoing, to extend the Credit to the Borrower upon the terms and conditions hereinafter set forth; 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 Development -2- Credit Agreements of the Association, dated June 30, 1980, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Development Credit Agreements 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 to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "MOW" means the Ministry of Works of the Borrower; (b) "Special Account" means the account to be opened by the Borrower pursuant to Section 3.01 (b) of this Agreement; and (c) "Leone" or "LE" means the currency of the Borrower. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and condttions in the Development Credit Agreement set forth or referred to, an amount in various currencies equivalent to eight million one hundred thousand Special Drawing Rights (SDR 8,100,000). Section 2.02. (a) 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 Assooiation 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. (b) The Association shall, at the request of the Borrower, withdraw, on behalf of the Borrower, from the Credit Account and deposit in the Special Account the proceeds of the Credit allo- cated to Part A (2) and (3) of the Project in accordance with the provisions of paragraph (a) above; provided, however, that any certificate of expenditure furnished by the Borrower to the Association for purposes of such withdrawals shall be certified in -3- terms of its eligibility for financing under this Agreement (including compliance with the provisions of Schedule 3 to this Agreement) and accuracy by the engineering consultant referred to in paragraph 1 of Schedule 4 to this Agreement. Section 2.03. Except as the Association shall otherwise agree, procurement of the goods and civil works to be financed out of the proceeds of the Credit, shall be governed by the provi- sions of Schedule 3 to this Agreement. Section 2.04. The Closing Date shall be December 31, 1984, or such later date as the Association shall establish. The Association 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 May 15, 1991, and ending November 15, 2030, each installment to and including the installment payable on November 15, 2000, 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 United States of America 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 through MOW with due diligence and efficiency and in conformity with appropriate administrative, engineering and financial prac- tices, and shall provide, promptly as needed, the funds, facili- ties, services and other resources required for the purpose. -4- (b) The Borrower shall, for the purposes of Part A (2) and (3) of the Project, open a Special Account on terms and conditions satisfactory to the Association in a bank acceptable to the Association. Payments out of the Special Account shall be made exclusively to pay the reasonable costs of goods and services required to carry out Part A (2) and (3) of the Project. (c) Without limitation of its obligations under paragraph (a) above, the Borrower shall: (i) deposit in the Special Account the initial amount of LE 600,000; (ii) thereafter, deposit in the Special Account, not later than 30 days after the last day of each month an amount equal to the aggregate payments made from such Account during each such month, but only to the extent that the amount of any such deposit, together with any amount remaining on deposit after such payments and the amount with- drawn from the Credit Account and deposited in the Special Account pursuant to Section 2.02 of this Agreement, shall be equal to or exceed, in the aggregate, the amount of LE 600,000; and (iii) by September 1, 1982, deposit in the Special Account an additional LE 500,000 and thereafter replenish such account in accordance with sub- paragraph (ii) above, provided that the amount of each of the deposits to the Special Account, together with any amount remaining on deposit after the payments and the amounts withdrawn from the Credit Account and deposited in the Special Account pursuant to Section 2.02 of this Agreement, shall be equal to or exceed, in the aggregate, the amount of LE 1,100,000. (d) The Borrower shall, prior to, and for purposes of, carrying out Part A (i) of the Project: (i) by July 31, 1981 carry out a study, under terms satisfactory to the Association, in order to determine the sections of paved roads which shall be included under Part A (1) of the Project; -5- (ii) promptly thereafter, furnish to the Association for its comments the conclusions of the study referred to in (i) above; and (iii) by August 31, 1981, furnish to the Association a program, satisfactory to the Association, of the paved roads to be included under Part A (1) of the Project and the rehabilitation works to be executed on such roads. (e) The Borrower shall, prior to, and for purposes of, carrying out Part A (2) of the Project: (i) by October 31, 1981, carry out a study, under terms satisfactory to the Association, to determine the sections of laterite roads which shall be included under Part A (2) of the Project; (ii) promptly thereafter, furnish to the Association fc. its comments the conclusions of the study referred to in (i) above; and (iii) by December 31, 1981, furnish to the Association a program, satisfactory to the Association, of the gravel roads to be included under Part A (2) of the Project and the regravelling works to be executed on such roads. (f) The Borrower shall, for purposes of carrying out Part A (3) of the Project, furnish to the Association, by September 1 of each year, until the completion of the Project, a program, satis- factory to the Association, detailing the routine maintenance works to be executed in the following twelve months. (g) The Borrower shall carry out the training programs and studies included under Part C of the Project under terms satis- factory to the Association. (h) Without limitation to paragraph (f) above, the section of the road from Kenema to Koindu to be included in the study under Part C (8) of the Project, shall be that as agreed between the Borrower and the Association based on the conclusions of a feasibility and preliminary engineering study for the construction of such road. -6- Section 3.02. The Borrower shall, in order to assist the Borrower in the carrying out of the Project, employ the consul- tants and engineers referred to in Schedule 4 to this Agreement, whose qualifications and experience, and terms and conditions of employment, shall be satisfactory to the Association. Section 3.03. 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 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. Section 3.04. (a) The Borrower shall furnish to the Associa- tion, promptly upon their preparation, the plans, specifications, reports, contract documents and work 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) Upon the award by the Borrower of any contract for goods, works or services to be financed out of the proceeds of the Credit, the Assotiation may publish a description thereof, the name and nationality of the party to whom the contract was awarded and the contract price. (d) 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 -7- 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 put into effect promptly after the Effective Date and, thereafter, maintain at all times a program, satisfactory to the Association, to provide adequate compensation for field expenditures incurred by MOW's staff in the carrying out of the Project. Section 3.06. Except as the Association shall otherwise agree, the Borrower shall cause all goods and services financed out of the proceeds of the Credit, as well as MOW's existing machinery and equipment referred to in Schedule 5 to this Agree- ment, to be used exclusively for the Project. Section 3.07. The Borrower shall appoint, and thereafter continue to employ, under MOW a high level official in charge of coordinating and supervising on behalf of MOW, all Project related matters. ARTICLE IV Other Covenants Section 4.01. (a) The Borrower shall maintain or cause to be maintained records adequate to reflect in accordance with consistently maintained appropriate accounting practices the operations, resources and expenditures, in respect of the Project, of MOW and the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) Without limitation to the provisions of paragraph (a) above, the Borrower shall: (i) have the Special Account audited, in accordance with appropriate auditing principles consistently applied, by independent auditors, acceptable to the Association, covering the fiscal year ending on June 30 of each year; -8- (ii) furnish to the Association as soon as available, but in any case not later than three months after the end of the auditing period, the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested, including without limitations to the foregoing a separate opinion by said auditors as to whether the proceeds of the Credit withdrawn from the Special Account on the basis of certificates of expenditures were used to make payments for goods received, or works or services performed, and that such goods, works or services were eligible for financing under this Agreement and were used in the carrying out of Part A (2) and (3) of the Project; (iii) furnish to the Association such other information concerning the Special Account and the said certif- icates of expenditures and the audit thereof as the Association shall from time to time reasonably request; and (iv) retain, until two years after the Closing Date, all records (orders, invoices, bills, receipts and other documents) evidencing the expenditures for the Project on account of which withdrawals are requested from the Credit Account on the basis of certificates of expenditures and enable the Association's accredited representatives to examine such record. Section 4.02. The Borrower shall: (i) cause all national roads of the Borrower to be adequately maintained and cause all necessary repairs thereof to be made, all in accordance with appropriate engineering practices; and (ii) cause all road maintenance equipment and workshops of MOW to be adequately maintained and cause all necessary repairs and renewals thereof to be made, all in accordance with appropriate engineering practices. ARTICLE V Remedies of the Association Section 5.01. (a) For the purposes of Section 6.02 of the General Conditions, the following additional events are specified pursuant to paragraph (h) thereof, namely, that subject to para- graph (b) of this Section: -9- (i) the right of the Borrower to withdraw the proceeds of the ADF Loan or the FUND Loan made to the Borrower for the financing of the Project shall have been suspended, cancelled or terminated in whole or in part, pursuant to the terms of the agreement providing therefor, or (ii) the ADF Loan or the FUND Loan shall have become due and payable prior to the agreed maturity thereof. (b) Paragraph (a) of this Section shall not apply if: (i) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (ii) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. For the purposes of Section 7.01 of the General Conditions, the following additional event is specified pursuant to paragraph (d) thereof, namely, that the event speci- fied in paragraph (a) (ii) of Section 5.01 of this Agreement shall occur. ARTICLE VI Effective Date; Termination Section 6.01. The following events are specified as addi- tional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01 (b) of the General Conditions: (a) that ADF and OPEC Fund have notified the Association that all conditions precedent to the first disbursement of the ADF Loan and the FUND Loan, respectively, have been fulfilled, subject only to the effectiveness of this Agreement, if such be the case; (b) that the Borrower has furnished to the Association evidence satisfactory to the Association of the employment of the consultants and experts referred to in Section 3.02 of this Agreement; and - 10 - (c) that the Borrower has furnished to the Association evidence satisfactory to the Association that the Special Account has been opened on the terms and conditions referred to in paragraph (b) of Section 3.01 to this Agreement, and that the Borrower has made the initial deposit of LE 600,000 into the Special Account pursuant to subparagraph (c) (i) of said Section. Section 6.02. The date & is hereby specified for the purposes of Sec on 12.2 of the General Conditions. ARTICLE VII Representatives of the Borrower; Addresses Section 7.01. The Minister of Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the Geaeral Conditions: For the Borrower: The Financial Secretary The Ministry of Finance Freetown Sierra Leone Cable address: MINFIN Freetown 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 (WUl) - 11 - 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. SIERRA LEONE By ~4 r SAuthori ed Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By/41 Regional Vice President Western Africa - 12 - 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 SDR Equivalent) to be Financed (1) Materials and spare 4,280,000 67% parts for Part A (2) and (3) of the Project (2) Consulting Services 2,190,000 100% of foreign expenditures and 15% of local expendi- tures (3) Unallocated 1,630,000 TOTAL 8,100,000 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; and (b) the term "local expenditures" means expenditures in the currency of the Borrower or 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 - 13 - 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 expen- ditures incurred 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 allocated to another Category and which in the opinion of the Association are not needed to meet other expendi- tures; 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 expenditures 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 the Development Credit Agreement, by notice to the Borrower, cancel such amount of the Credit as, in the Association's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Credit. - 14 - SCHEDULE 2 Description of the Project The Project consists of: Part A: Road Rehabilitation and Maintenance (1) Rehabilitation of about 200 miles of paved roads, consisting in preparation of road surfaces and resealing of existing pavement. (2) Rehabilitation by means of regravelling, and periodic maintenance of about 370 miles of the laterite roads. (3) Routine maintenance of about 765 miles of paved roads and 3,660 miles of gravel roads, such maintenance to include clearing bushes, cleaning ditches and culverts, filling potholes and maintaining shoulders, bridges and road signs. Part B: Improvement of Facilities and Equipment (1) Remodeling and improvement of one existing facility to establish MOW's central workshop; (2) Acquisition and utilization of equipment for MOW's central workshop and about five regional workshops. (3) Acquisition and utilization of the road equipment required to carry out Part A (2) and (3) of the Project. (4) Acquisition and utilization of vehicles and equipment for MOW's laboratory in Freetown. (5) Acquisition and utilization of spare parts to repair MOW's road equipment. Part C: Training Program and Studies (1) A training program to improve MOW's road staff capability to execute road maintenance and rehabilitation works. (2) A training program to improve MOW's workshop staff capability to maintain and repair road equipment and machinery; - 15 - (3) A study of the contracting industry in the Borrower's territory. (4) A study of a new fleet registration system in the Borrower's territory. (5) A study to identify and prepare a future highway project. (6) A training program for MOW's laboratory staff. (7) A study on the different road design standards, routine and periodic maintenance procedures and road rehabilitation works. (8) A study on the detailed engineering for the construction of a road from Kenema to Koindu. The Project is expected to be completed by June 30, 1984. - 16 - SCHEDULE 3 Procurement A. International Competitive Bidding 1. Except as provided in Parts C and E hereof, goods shall be procured under contracts awarded in accordance with procedures consistent 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 international competitive bidding as described in Part A of the Guidelines. 2. For goods to be procured on the basis of international competitive bidding, 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 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 Association shall reasonably request; the Association will arrange for the publica- tion 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. For the purpose of evaluation and comparison of bids for the supply of goods to be procured on the basis of international competitive bidding: (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 or off-the-shelf price of other goods, offered in such bid; and (ii) customs duties and other import taxes levied in connection with the importation, or the sales and similar taxes levied in connection with the sale or delivery, pursuant to the bid, of the goods shall not be taken into account in the evaluation of the bids. B. Preference for Domestic Manufacturers In the procurement of goods in accordance with the procedures described in Part A of this Schedule, goods manufactured in - 17 - Sierra Leone may be granted a margin of preference in accordance with, and subject to, the following provisions: 1. 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. 2. After evaluation, responsive bids will be classified in one of the following three groups: (1) Group A: bids offering goods manufactured in Sierra Leone if the bidder shall have established to the satisfaction of the Borrower and the Asso- ciation that the manufacturing cost of such goods includes a value added in Sierra Leone 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. 3. 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 evalu- ated 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. 4. If, as a result of the comparison under paragraph 3, 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 evaluated 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 - 18 - shall be selected for the award; if not, the bid from group C which as a result of the comparison under paragraph 3 is the lowest evaluated bid shall be selected. C. Other Procurement Procedures 1. Contracts for the purchase of goods estimated to cost, after grouping in accordance with paragraph 1.1 of Part A of the Guidelines, the equivalent of less than $50,000, and, unless the Association shall otherwise agree, in an aggregate value equiva- lent of up to $1,000,000 shall be awarded in accordance with local competitive bidding procedures satisfactory to the Association. 2. Contracts for the purchase of spare parts available exclusively from the original manufacturer of the equipment and fuel shall be made through negotiated agreements under terms and conditions satisfactory to the Association. 3. Contracts for the purchase of goods estimated to cost the equivalent of less than $5,000 and in an aggregate value equivalent of up to $150,000, whose acquisition is urgent and essential for purposes of an efficient execution of the Project, shall be awarded after evaluation and comparison of quotations of at least two suppliers, provided, however, that, if there is only one supplier for such goods in Sierra Leone, contracts may be negotiated directly with such supplier at reasonable prices. D. 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 for goods 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 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. - 19 - (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 in- tends to award the contract and shall furnish to the Association, 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 not governed by the preceding paragraph, 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 such 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. 3. Before agreeing to any material modification or waiver of the terms and conditions of a contract, or granting an extension of the stipulated time for performance of such contract, or issuing any change order under such contract (except in cases of extreme urgency) which would increase the cost of the contract by more than 10% of the original price, the Borrower shall inform the Association of the proposed modification, waiver, extension or change order and the reasons therefor. The Association, if it determines that the proposal would be inconsistent with the provisions of this Agreement, shall promptly inform the Borrower and state the reasons for its determination. - 20 - E. Procurement Without Contracting Civil works for Part A (2) and (3) of the Project shall be executed through force account by the Borrower, acting by MOW. - 21 - SCHEDULE 4 Consultants for the Project (1) An engineering consultant to assist the Borrower in the overall supervision of the execution of the Project and in the management of the team of consultants and experts described below. (2) A training expert to assist the Borrower in the planning and supervision of the training programs included under Part C (1) and (2) of the Project. (3) Two engineering consultants to assist the Borrower in the carrying out of Part C (excluding the program under Part C (2)) and Part B (4) of the Project and in the supervision of the area engineers referred to in (6) below. (4) A mechanical engineer consultant to assist the Borrower in the carrying out of the training program included under Part C (2) of the Project and Part B of the Project (except Part B (4)). (5) A transport economist consultant to assist the Borrower in the carrying out of the studies included under Part C (3), (4), (5) and (7) of the Project and in determining the road section to be included in the study under Part C (8) of the Project. (6) Six highway engineers to assist the Borrower in the carrying out of Part A (2) and (3) of the Project. - 22 - SCHEDULE 5 Equipment Amount Bulldozer 200 HP (D7) 2 140 HP (D6) 3 Crawler Loader 3 Backhoe Loader 5 Construction Grader 150 HP 1 Maintenance Grader 135 HP 10 Pneumatic Compactor 3 Steel Roller (6-10T) 6 Hand Compactor 10 Tipper 6 cu yd 39 Pick-up 18 Service Pick-up 2 Water Bowser 5 Flat Bed Truck 7 Low Bed Trailer 25T & Prime Mover 3 Air Compressor 12 Hand Tar Sprayer 16 Concrete Mixer 7 Concrete Vibrator 7 Portable Welding Equipment 5 Water Pump 7 INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Development Association. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Association thereunto the p2 day of 198L. FOR SECRETARY