Cameroon - Second Western Province Rural Development Project : Loan 2406 - Project Agreement - Conformed

OFFICIAL LOAN NUMBER 2406 CH DOCUMENTS Project Agreement (Second Western Province Rural Development Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and UNION CENTRALE DES COOPERATIVES AGRICOLES DE L'OUEST Dated 18 ,1984 LOAN NIMBER 2406 CM PROJECT AGREEMENT AGREEMENT, dated , 1984, between INTERNATIONAL BANK FOR REC0N5TRUCTION AND DEVELOPMENT (herein- after called the Bank) and UNION CENTRALE DES COOPERATIVES AGRICOLES DE L'OUEST (hereinafter called UCCAO). WHEREAS (A) by the Loan Agreement of even date herewith between Republic of Cameroon (hereinafter called the Borrower) and the Bank, the Bank has agreed to make available to the Bor- rower an amouat in various currencies equivalent to twenty-one million five hundred thousand dollars ($21,500,000), on the terms and conditions set forth in the Loan Agreement, but only on con- dition that UCCAO agree to undertake such obligations toward the Bank as are hereinafter set forth; (B) the Borrower has applied to the International Fund for Agricultural Development (hereinafter called the Fund) for a loan (hereinafter called the Fund Loan) in an amount equivalent to thirteen million seven hundred thousand Special Drawing Rights (SDR 13,700,000) to assist in financing the Project described in Schedule 2 to the Loan Agreement on the terms and conditions set forth in an agreement (hereinafter called the Fund Loan Agree- ment) to be entered into between the Borrower and the Fund; and (C) the Fund has appointed the Bank as Cooperating Institution to administer the Fund Loan in accordance with the provisions of the Loan Agreement, and the Bank is prepared to accept such appointment; WHEREAS part of the proceeds of the Loan and the Fund Loan will be made available to UCCAO as a grant and, by a subsidiary loan agreement to be entered into between the Borrower and UCCAO, another part of the proceeds of the Loan and the Fund Loan will be made available to UCCAO on the terms and conditions therein set forth; WHEREAS UCCAO, in consideration of the foregoing, has agreed to undertake the obligations hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Definitions Section 1.01. Wherever used in this Agreement, unless the context shall otherwise require, the several terms defined in the -2- Loan Agreement and the General Conditions (as so defined) have the respective meanings therein set forth and the term "subsi- diary" means any company of which a majority of the outstanding voting stock or other proprietary interest is owned or effec- tively controlled by UCCAO or by any one or more subsidiaries of UCCAO or by UCCAO and one or more of its subsidiaries. ARTICLE II Execution of the Project Section 2.01. (a) UCCAO shall carry out Parts A through H (a) of the Project described in Schedule 2 to the Loan Agreement or cause such Parts of the Project to be carried out with due diligence and efficiency and in conformity with appropriate administrative, financial, economic, agricultural and engineering practices. (b) In order to carry out its obligations pursuant to paragraph (a) of this Section and without any limitation or restriction upon such obligations, UCCAO shall: (i) provide, out of its own financial resources, (A) an aggregate amount of at least one thousand seven hundred million CFA francs (CFAF 1,700,000,000) for the carrying out of Parts A, C, D, E, F, G and H (a) of the Project, and (B) an aggregate amount of at least two hundred million CFA francs (CFAF 200,000,000) for the Revolving Credit Fund referred to in Section 2.08 of this Agreement for purposes of Part B of the Project; (ii) enter into Project execution arrangements satis- factory to the Bank: (1) with IRA for the carrying out of Part C (a) of the Project; (2) with G9nie Rural for the carrying out of Part E of the Project; and (3) with MINEQ for the carrying out of Part F of the Project; and (iii) for the carrying out of Part G (b) of the Project: (1) include in its organization, with separate accounts, the bottomland development unit, previously under the jurisdiction of G6nie Rural; and (2) prepare and present to the Bank and the Fund annual work programs and budgets on September 30, 1984 and, thereafter, on September 30 of each year. (c) Except as the Bank may otherwise agree, the Project execution arrangements to be entered into by UCCAO pursuant to paragraph (b) (ii) of this Section shall be made not later than September 30, 1984, and shall provide, inter alia, for: (i) establishment of special operational units with separate accounts and budgets by the agencies and services of the Borrower concerned in order to carry out their respective obligations under the Project; (ii) preparation and presentation to UCCAO, the Bank and the Fund of annual work programs and budgets in respect of the activities to be carried out by such units under the Project, such programs and budgets to be approved by UCCAO and, in the case of feeder roads, by the Bank and Fund and to be presented on September 30, 1984 and, thereafter, on September 30 of each year; (iii) UCCAO to make available to the agencies and ser- vices of the Borrower concerned the funds required to enable the units referred to in subparagraph (i) of this paragraph to carry out their res- pective obligations under the Project; (iv) procurement by UCCAO of all goods and services to be financed out of the proceeds of the Loan and the Fund Loan made available to it by the Borrower, and for UCCAO to make available such goods and services to the units referred to in subparagraph (i) of this paragraph as and to the extent required to enable such units to carry out their respective obligations under the Project; -4- (v) the right of UCCAO to audit, or arrange for the audit of, the accounts of the units referred to in subparagraph (i) of this paragraph and to control the use by such units of the resources made avail- able to the agencies and services of the Borrower concerned for the purposes of carrying out the Project; and (vi) presentation by the agencies and services of the Borrower concerned to UCCAO, the Bank and the Fund of combined progress reports on their respective activities under the Project, such presentation to be made within one month of each calendar quarter. (d) For the exclusive purpose of meeting expenditures under Parts A through H (a) of the Project, UCCAO shall maintain, until completion of the Project, the Project Account in a banking institution and under arrangements satisfactory to the Bank. Section 2.02. In order to assist UCCAO in carrying out Parts A through H (a) of the Project, UCCAO shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank, such consultants to be selected in accordance with principles and procedures satisfactory to the Bank on the basis of the "Guidelines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981. These consultants shall include those referred to in Section 7.01 (c) of the Loan Agreement (a financial controller, a director for production and a technical director) and those referred to in paragraph 3 (ii) of Schedule 1 to the Loan Agreement (a roads engineer and a mechanic); in addition, UCCAO shall, not later than September 30, 1984 or such other date as the Bank may agree, employ a seed farm manager, a garage manager and a credit specialist. Section 2.03. (a) Except as the Bank shall otherwise agree, procurement of the goods and civil works required for Parts A through H (a) of the Project and to be financed out of the proceeds of the Loan and Fund Loan shall be governed by the provisions of the Schedule to this Agreement. (b) It is specified that the list of crop-protection chemicals to be so procured shall be satisfactory to the Bank. -5- Section 2.04. (a) UCCAO undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Loan or the Fund Loan made available to it by the Borrower 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 UCCAO to replace or repair such goods. (b) UCCAO shall cause all goods and services financed out of the proceeds of the Loan or the Fund Loan made available to it by the Borrower to be used exclusively for the purposes of Parts A through H (a) of the Project. Section 2.05. (a) UCCAO shall furnish to the Bank and the Fund, promptly upon their preparation, the plans, specifications, reports, contract documents and construction and procurement schedules for Parts A through H (a) of the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. (b) UCCAO: (i) shall maintain records and procedures adequate to record and monitor the progress of Parts A through H (a) of the Project (including their cost and, where appropri- ate, the benefits to be derived therefrom), to identify the goods and services financed out of the proceeds of the Loan or the Fund Loan, and to disclose their use in Parts A through H (a) of the Project; (ii) shall enable the Bank's and the Fund's representa- tives to visit the facilities and construction sites included in Parts A through H (a) of the Project and to examine the goods financed out of the proceeds of the Loan or the Fund Loan and any relevant records and documents; and (iii) shall furnish to the Bank at regular intervals all such information as the Bank shall reasonably request concerning Parts A through H (a) of the Project, their cost and, where appropriate, the benefits to be derived therefrom, the expenditure of the proceeds of the Loan and the Fund Loan and the goods and services financed out of such proceeds. (c) Upon the award by UCCAO of any contract for goods, works or services to be financed out of the proceeds of the Loan or the Fund Loan, the Bank may publish a description thereof, the name and nationality of the party to whom the contract was awarded and the contract price. -6- (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 UCCAO and the Bank, UCCAO shall prepare and furnish to the Bank and the Fund a report, of such scope and in such detail as the Bank shall reasonably request, on the execution and initial operation of the Project, its cost and the benefits derived and to be derived therefrom, the performance by the Borrower and the Bank of their respective obligations under the Loan Agreement, the performance by UCCAO and the Bank of their respective obligations under the Project Agreement and the accomplishment of the purposes of the Loan and the Fund Loan. (e) UCCAO shall afford all reasonable opportunity for the Bank's and the Fund's representatives to examine all plants, installations, sites, works, buildings, property and equipment of UCCAO and any relevant records and documents. Section 2.06. (a) UCCAO shall, at the request of the Bank, exchange views with the Bank with regard to the progress of Parts A through H (a) of the Project, the performance of its obligations under this Agreement and other matters relating to the purposes of the Loan and the Fund Loan. (b) UCCAO shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of Parts A through H (a) of the Project, the accomplishment of the purposes of the Loan or the Fund Loan, or the performance by UCCAO of its obligations under this Agreement. Section 2.07. UCCAO shall take all such action as shall be necessary to obtain, as and when needed, all such land and rights in respect of land as shall be required for the construction and operation of the facilities included in Parts A through H (a) of the Project and shall furnish to the Bank, at its request, evidence satisfactory to the Bank that such land and rights in respect of land are available for purposes related to Parts A through H (a) of the Project. Section 2.08. (a) For the purpose of the carrying out of Part B of the Project, UCCAO shall maintain and operate its existing Revolving Credit Fund and deposit therein the funds referred to in Section 2.01 (b)(i)(B) hereof, and those made available to UCCAO pursuant to Section 4.02 (b) of the Loan Agreement. - 7 - (b) UCCAO shall ensure that any credit under Part B or D of the Project made available during the first year of Project implementation to members of UCCAO member cooperatives and to UCCAO member cooperatives in the Project Area shall bear interest at a rate of 11.25% per annum. (c) Thereafter, UCCAO shall, annually, review the adequacy of such interest rate for any new credit under Part B or D of the Project and, after consultation with the Bank, take such measures as shall be necessary as a result of said review to revise such interest rate, if appropriate. (d) UCCAO shall deposit the amounts received on account of the repayment of the credit provided under Part B of the Project in the Revolving Credit Fund in order to finance further credit operations under said Part of the Project. (e) UCCAO shall ensure that each of UCCAO member coopera- tives shall jointly and severally guarantee the full repayment of any credit under Part B of the Project made available to its members. Section 2.09. UCCAO shall make available the bottomlands referred to under Part G (b) of the Project to farmers pursuant to contracts conforming substantially to a model form of contract satisfactory to the Bank and providing, inter alia, for recovery of the maintenance costs of the works carried out under said Part of the Project through labor contributions and payment of an annual maintenance fee. Section 2.10. UCCAO shall take or cause to be taken all action necessary to ensure adequate maintenance of the bottom- lands in the Project Area, including those developed under Part G (b) of the Project, and shall provide or cause to be provided the funds required for this purpose. Section 2.11. UCCAO shall not undertake the carrying out of Parts E and G (b) of the Project unless village management com- mittees responsible for the operation and maintenance of the facilities and works included in such Parts of the Project have been established, the personnel required for such activities has been nominated and trained, and such committees have undertaken to finance the spare parts and repairs required for such facili- ties and works. - 8 - Section 2.12. UCCAO shall duly perform all its obligations under the Subsidiary Loan Agreement. Except as the Bank shall otherwise agree, UCCAO shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Subsidiary Loan Agreement or any provision thereof. ARTICLE III Management and Operations of UCCAO Section 3.01. (a) (i) UCCAO shall at all times carry on its operations, manage its affairs, plan the future development of its business and maintain its financial position in accordance with appropriate agricultural, commercial, economic, financial and administrative practices, and under experienced and qualified management assisted by competent staff in adequate numbers; and (ii) without any limitation upon the generality of the foregoing, UCCAO shall employ at all times a chief of its accounting service and a chief of its extension service. (b) Without limitation to the generality of paragraph (a) of this Section, UCCAO shall operate and maintain its equipment and facilities and make all necessary renewals and repairs thereof in accordance with appropriate agricultural and manage- ment practices. (c) UCCAO shall at all times cause the personnel involved at a similar level in the execution of the Project to be provided on a uniform basis with all financial and other incentives granted under the Project. Section 3.02. UCCA0 shall take out and maintain with responsible insurers, or make other provisions satisfactory to the Bank for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section 3.03. UCCAO shall at all times take all steps necessary to maintain its legal existence and right to carry on its operations, including the execution of Parts A through H (a) of the Project, and shall take all steps necessary to acquire, maintain and renew such licenses, consents, franchises or other rights, as may be necessary or useful for the execution and operation of such Parts of the Project and the conduct of its business. -9- Section 3.04. (a) Before UCCAO shall take any action to establish or acquire any subsidiary, UCCAO shall first satisfy the Bank that such action would not affect materially and adversely the operations (including the carrying out of Parts A through H (a) of the Project) and financial position of UCCAO. (b) If UCCAO establishes or acquires any subsidiary, UCCAO shall cause such subsidiary to observe and perform the obliga- tions of UCCAO under this Agreement to the extent to which such obligations shall or can be applicable thereto, as though such obligations were binding upon such subsidiary. Section 3.05. UCCA0 shall, not later than September 30, .1984, or such other date as the Bank may agree, prepare for the use of its personnel and of UCCAO member cooperatives, and submit to the Bank in a draft form, for its review and comments, operational manuals detailing the respective responsibilities of said personnel. Promptly upon receipt of the Bank's comments and having given them due consideration, UCCAO shall issue such manuals in final form and cause said personnel to abide by the guidelines/rules included therein. Section 3.06. (a) UCCAO shall, not later than September 30, 1984, or such other date as the Bank may agree, prepare and submit to the Bank for its approval an action plan to improve its coffee processing and marketing activities. (b) Within the twelve-month period of receipt of the Bank's approval, UCCAO shall implement such action plan. ARTICLE IV Financial Covenants Section 4.01. (a) UCCAO shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition, including, without limitation to the foregoing, separate accounts reflecting all expenditures on account of which withdrawals are requested from the Loan Account or from the Fund Loan Account on the basis of statements of expenditure. (b) UCCAO shall retain, until one year after the Closing Date, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing the expenditures on account of - 10 - which withdrawals are requested from the Loan Account or from the Fund Loan Account on the basis of statements of expenditure, and shall enable the Bank's representatives to examine such records. Section 4.02. UCCAO shall: (a) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (b) furnish to the Bank and the Fund as soon as available, but in any case not later than six months after the end of each such year: (i) certified copies of its financial statements for such year as so audited; and (ii) the report of such audit by said auditors of such scope and in such detail as the Bank shall have reasonably requested, including, without limitation to the foregoing, separate opinions by said auditors: (A) on the separate accounts referred to in Section 4.01 (a) of this Agreement; and (B) in respect of the expenditures and records referred to in Section 4.01 (b) of this Agreement, as to whether the proceeds of the Loan and the Fund Loan made available to it and withdrawn from the Loan Account and the Fund Loan Account on the basis of statements of expenditure have been used for the purpose for which they were provided; and (c) furnish to the Bank such other information concerning saiW accounts, financial statements, records and expenditures, as well as the audit thereof, as the Bank shall from time to time reasonably request. ARTICLE V Effective Date; Termination; Cancellation and Suspension Section 5.01. This Agreement shall come into force and effect on the date upon which either the Loan Agreement or the Fund Loan Agreement becomes effective. Section 5.02. (a) This Agreement and all obligations of the Bank and of UCCAO thereunder shall terminate on the earliest date on which both the Loan Agreement and the Fund Loan Agreement shall have terminated in accordance with their respective terms and the Bank shall promptly notify UCCAO thereof. - 11 - (b) If either the Loan Agreement, or the Fund Loan Agree- ment, terminates in accordance with its terms and the other Agreement remains in force, all obligations under this Project Agreement of UCCAO and of the lender under that other Agreement shall remain in force. (c) If the Bank shall notify UCCAO that its appointment as Cooperating Institution under the Fund Loan Agreement has terminated, all references in this Agreement to the Fund, to the Fund Loan and to the Fund Loan Agreement shall, with respect to the responsibilities of the Bank as such Cooperating Institution, be deemed to be deleted. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancella- tion or suspension under the General Conditions. ARTICLE VI Miscellaneous Provisions Section 6.01. Any notice or request required or permitted to be given or made under this Agreement and any agreement between the parties contemplated by this Agreement shall be in writing. Such notice or request shall be deemed to have been duly given or made when it shall be delivered by hand or by mail, telegram, cable, telex or radiogram to the party to which it is required or permitted to be given or made at such party's address hereinafter specified or at such other address as such party shall have designated by notice to the party giving such notice or making such request. The addresses so specified are: 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) - 12 - For UCCAO: Union Centrale des Coopgratives Agricoles de l'Ouest B.P. 1002 Bafoussam United Republic of Cameroon Cable Address: Telex: UCCAO 7005 KN Bafoussam Section 6.02. Any action required or permitted to be taken, and any document required or permitted to be executed, under this Agreement on behalf of UCCAO, or by UCCAO on behalf of the Borrower under the Loan Agreement, may be taken or executed by its Directeur Gdndral or such other person or persons as UCCAO shall designate in writing, and UCCAO shall furnish to the Bank sufficient evidence of the authority and the authenticated specimen signature of each such person. Section 6.03. This Agreement may be executed in several counterparts, each of which shall be an original, and all collectively but one instrument. 6 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 4/ /)&iVi Regional Vice President Western Africa UNION CENTRALE DES COOPERATIVES AGRICOLES DE L'OUEST By 6 d Authorized Representative - 13 - SCHEDULE Procurement A. International Competitive Bidding 1. Except as provided in Part C hereof, goods and civil works shall be procured under contracts awarded in accordance with procedures consistent with those set forth in the current edition of the "Guidelines for Procurement under World Bank Loans and IDA Credits" published by the Bank in March 1977 (July 1980 Edition) (hereinafter called the Guidelines), on the basis of interna- tional competitive bidding as described in Part A of the Guide- lines. 2. For goods and works to be procured on the basis of inter- national competitive bidding, in addition to the requirements of paragraph 1.2 of the Guidelines, UCCAO 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 documents relating thereto, 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 and works in question. UCCAO shall provide the neces- sary information to update such notice annually so long as any goods or works remain to be procured on the basis of interna- tional 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; (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; and (iii) the cost of inland freight and other expenditures incidental to the delivery of goods to the place of their use or installation shall be included. B. Preference for Domestic Manufacturers In the procurement of goods in accordance with the - 14 - procedures described in Part A of this Schedule, goods manu- factured in Cameroon 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 would 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 Cameroon if the bidder shall have established to the satis- faction of UCCAO and the Bank that the manufacturing cost of such goods includes a value added in Cameroon 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 evaluated bids shall then be compared with each other, and if, as a result of this comparison, a bid from group A or group B is the lowest, it shall be selected for the award. 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 shall be selected for - 15 - 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 (a) Contracts for civil works and small equipment, whose estimated individual cost shall not exceed $100,000 equivalent, may be awarded on the basis of competitive bidding advertised locally and in accordance with procedures acceptable to the Bank, provided that the aggregate amount of contracts so awarded shall not exceed the equivalent of $10,000,000. (b) Contracts for goods, whose estimated individual cost shall not exceed $20,000 equivalent, may be awarded through solicitations of price quotations from at least three local suppliers, provided that the aggregate amount of contracts so awarded shall not exceed the equivalent of $2,100,000. (c) Civil works for Parts E, F and G (b) of the Project estimated to cost the equivalent of $3,000,000 may be either (i) procured under contracts awarded on the basis of local procedures acceptable to the Bank or, whenever appropriate, (ii) carried out under force account. D. 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 for goods estimated to cost the equivalent of $100,000 or more: (a) Before bids are invited, UCCAO 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) After bids have been received and evaluated, UCCAO shall, before a final decision on the award is made, inform the Bank of the name of the bidder to which it intends to award the - 16 - contract and shall furnish to the Bank, in sufficient time for its review, a detailed report on the evaluation and comparison of the bids received, 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 UCCAO and state the reasons for such determination. (c) The terms and conditions of the contract shall not, without the Bank's concurrence, materially differ from those on which bids were asked. (d) 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 or the Fund Loan Account in respect of such contract. 2. With respect to each contract not governed by the preceding paragraph, UCCAO 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 or the Fund 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 consis- tent with the Guidelines or this Schedule, promptly inform UCCAO 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 15% of the original price, UCCAO shall inform the BaDk of the proposed modification, waiver, extension or change order and the reasons therefor. The Bank, if it determines that the proposal would be inconsistent with the provisions of this Agreement, shall promptly inform UCCAO and state the reasons for its 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 day of (A 198 . FOR SECRETARY