Togo - Highway Maintenance Project : Credit 0131 - Credit Agreement - Conformed

I CREDIT NUMBER 131 TO Development Credit Agreement (Highway Maintenance Project) BETWEEN REPUBLIC OF TOGO AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED OCTOBER 10, 1968 CREDIT NUMBER 131 TO Development Credit Agreement (Highway Maintenance Project) BETWEEN REPUBLIC OF TOGO AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED OCTOBER 10, 1968 Betreloment QGriait A1greement AGREEMENT, dated October 10, 1968, between the RE- PUBLIC OF TOGo (hereinafter called the Borrower) and INTERNATIONAL DEVELOPMENT AssoCIATION (hereinafter called the A.-ociation). WiiEREAS the Borrower has requested the Association to make available a development credit to assist in financing the capital expenditures of the Four-Year Togo Highway Maintenance Program and preinvestment studies, as de- scribed in Schedule 1 to this Development Credit Agree- ment, and hereinafter referred to as the Project; and WHEREAS the Association is willing to make a develop- ment credit to the Borrower for the said purposes and for the related services referred to in the said Schedule 1, on the terms and conditions hereinafter set forth; Now THEREFORE the parties hereto hereby agree as follows: ARTICLE I Credit Regulations SECTION 1.01. The parties to this Development Credit Agreement accept all the provisions of Development Credit Regulations No. 1 of the Association dated June 1, 1961 as amended February 9, 1967 (said Development Credit Regulations No. 1 being hereinafter called the Credit Regu- lations), with the same force and effect as if they were fully set forth herein. ARTICLE II The Credit SECTION 2.01. The Association agrees to make available to the Borrower, on the terms and conditions in this Devel- opment Credit Agreement set forth or referred to, a devel- 4 opment credit in an amoant in various currencies equiva- lent to three million seven hundred thousand dollars ($3,700,000). SECTION 2.02. (a) The Association shall open a Credit Account on its books in the name of the Borrower and shall credit to such Credit Account the amount of the Credit. (b) The amount of the Credit may be withdrawn from the Credit Account as provided in, and subject to the rights of cancellation and suspension set forth in, this Develop- ment Credit Agreement and the Credit Regulations and hi accordance with the allocation of the proceeds of the Credit set forth in Schedule 2 to this Development Credit Agree- ment, as such allocation shall be modified from time to time pursuant to the provisions of such Schedule or by fur- ther agreement between the Borrower and the Association. SECTION 2.03. (a) The Borrower shall be entitled to withdraw from the Credit Account in respect of the rea- sonable cost of goods required for carrying out the Project and to be financed under this Development Credit Agree- ment: (i) such amounts as shall have been paid (or, if the Association shall so agree, such amounts as shall be required to meet payments to be made) for the c.i.f. (Lome) price of goods produced, or for services sup- plied from, outside the territories of the Borrower and included under Categories A(1), B, and C of the allo- cation of the proceeds of the Credit set forth in Schedule 2 to this Development Credit Agreement; and (ii) the equivalent of such amount as shall have been paid (or, if the Association shall so agree, such amounts as shall be required to meet payments to be made) for expenditures under Category A(2) of said Schedule 2. (b) Except as shall otherwise be agreed between the Borrower and the Association, no withdrawals shall be made on account of: 5 (i) expenditures made prior to the date of this Development Credit Agreement; or (ii) any payment for any taxes or duties levied on the import of goods into the territory of the Borrower, such as customs duties, "droit fiscal", "ta=e de sta- tistique", "taxe forfaitaire", or any other similar taxes or duties which may be subsequently established; or (iii) expenditures made in the territory of any country which is not a member of the Bank (except Switzerland) or for goods produced in (including services supplied from) such territory. SECTION 2.04. The currency of the United States of America is hereby specified for the purposes of paragraph (a) of Section 3.02 of the Credit Regulations. 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 semi- annually on January 15 and July 15 in each year. SECTION 2.07. The Borrower shall repay the principal of the Credit withdrawn from the Credit Account in semi- annual installments payable on each January 15 and July 15 commencing January 15, 1979 and ending July 15, 2018, each installment to and including the installment payable on July 15, 1988 to be one-half of one per cent ( of 1%) of such principal amount, and each installment thereafter to be one and one-half per cent (11/%o) of such principal amount. ARTICLE III Use of Proceeds of the Credit SECTION 3.01. The Borrower shall apply the proceeds of the Credit in accordance with the provisions of this Devel- 6 opment Credit Agreement to expenditures required to carry out the Project described in Schedule 1 to this Development Credit Agreement. SECTIoN 3.02. Except as the Association shall otherwise agree: (a) the goods to be financed out of the proceeds of the Credit shall be procured on the basis of international com- petitive bidding in accordance with "Guidelines for Pro- curement under World Bank Loans and. IDA Credits" published in February 1968, and in accordance with such other procedures supplementary thereto as are set forth in Schedule 3 to this Development Credit Agreement, and as shall be agreed between the Borrower and the Associa- tion; and (b) any contract for the procurement of any of the goods to be financed out of the proceeds of the Credit shall be subject to the approval of the Association, except that no such approval shall be required for items or groups of items from Category B of Schedule 2 to this Development Credit Agreement expected to cost less than the equivalent of ten thousand dollars ($10,000). SECTION 3.03. Except as the Borrower and the Associa- tion shall otherwise agree, the Borrower shall cause all goods financed out of the proceeds of the Credit to be used in the territory of the Borrower exclusively in the carrying ,out of the Project. ARTICLE IV Particular Covenants SECTION 4.01. (a) The Borrower shall cause its Direc- tion des Travaux Publics to carry out the Project with due diligence and efficiency and in conformity with sound high- way maintenance, engineering, administrative and financial practices, and shall make available, promptly as needed, 7 all funds, facilities, services, and other resources required for the purpose. (b) To assist in carrying out the Project, the Borrower shall employ or cause to be employed competent and expe- rienced consultants acceptable to the Association, to an extent, and upon such terms and conditions as shall have been approved by the Association. (c) The Borrower shall furnish or cause to be furnished to the Association, promptly upon their preparation, the reports, plans, specifications, contract documents, and work schedules for the Project and any material modifications subsequently made therein, in such detail as the Association shall reasonably request. (d) The Borrower shall take all steps necessary to insti- tute and to enforce right-of-way standards satisfactory to the Association for its national highway system. (e) The Borrower shall take all measures reasonably required to ensure at all times that the dimensions and axle-loads of vehicles using the roads in its national high- way system shall not exceed limits consistent with the design standards of such roads, as set forth in the legis- lation of the Borrower in force at the date of this Devel- opment Credit Agreement. (f) To ensure the development of adequate statistics for future transport planning, the Borrower shall establish and maintain facilities to collect periodically and to record such data as are required to assess the technical, economic, and financial aspects of its national highway system. SECTION 4.02. The Borrower shall maintain or cause to be maintained records adequate to identify the goods financed out of the proceeds of the Credit, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and the operations and financial condition of its Direction des Travaux Publics with respect to the national highway system; shall enable 8 the Association's representatives to inspect the Project, the goods and any relevant records and documents; and shall furnish or cause to be furnished to the Association all such information as the Association shall reasonably request concerning the expenditures of the proceeds of the Credit, the Project, the goods to be financed out of the pro- ceeds of the Credit, and the operations and administration with respect to the Project, of its Direction des Travaux Publics. SECTION 4.03. The Borrower shall at all times ade- quately maintain or cause to be adequately maintained the roads in its national highway system, in accordance with sound engineering practices, and shall provide, promptly as needed, the funds, facilitir:, services and other resources required for the foregoing. SECTION 4.04. (a) The Borrower shall cause the railway branches of the Reseau des Chemins de Fer du Togo from Lom6 to Palim6 and from Lom6 to Anecho to be phased out over a period of 10 years after the completion of the Lome-Palime and Lom'-Anecho roads; and (b) The Borrower shall not extend the Lome-Blitta rail- way line of the Reseau des Chemins de Fer du Togo north- ward from Blitta; provided, however, that the obligations of the Borrower under paragraph (a) or (b) shall not apply if a feasibility study, carried out by competent and experienced consul- tants, establishes to the satisfaction of the Association that the continued operation of the railway branches re.- ferred to in paragraph (a) or the extension of the railway line referred to in paragraph (b), as the case may be, is economically justified. SECTIOx 4.05. (a) The Borrower and the Association shall cooperate fully to assure that the purposes of the Credit will be accomplished. To that end, each of them shall furnish to the other all such information as it shall 9 reasonably request with regard to the general status of the Credit. On the part of the Borrower, such information shall include information with respect to financial and economic conditions in the territory of the Borrower and the inter- national balance of payments position of the Borrower. (b) The Borrower and the Association shall from time to time exchange views through their representatives with regard to matters relating to the purposes of the Credit, the maintenance of the service thereof, the Project, and the operations, administration, and financial condition of its Direction des Travaux Publics with respect to the national highway system. (c) The Borrower shall promptly inform the Association of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Credit or the maintenance of the service thereof. (d) The Borrower shall afford all reasonable opportu- nity for accredited representatives of the Association to visit any part of the territory of the Borrower for purposes related to the Credit. SECTION 4.06. (a) The Borrower shall take out and maintain with responsible insurers, or make other provi- sions acceptable to the Association for, insurance of the goods required to carry out Part I (b) of the Project which shall be financed out of the proceeds of the Credit against such risks and in such amounts as shall be consistent with sound practice. (b) Without limiting the generality of the foregoing, the Borrower undertakes to have the imported goods to be financed out of the proceeds of the Credit insured against marine, transit and other hazards incident to acquisition, transportation, and delivery thereof to the place of use or installation. SECTION 4.07. The principal of, and service charges on, the Credit shall be paid without deduction for, and free 10 from, any taxes imposed under the laws of the Borrower or laws in effect in its territory and free from all restric- tions imposed under the laws of the Borrower or laws in effect in its territory. SECTION 4.08. This Development Credit Agreement shall be free from any taxes that shall be imposed under the laws of the Borrower or laws in effect in its territory on or in connection with the execution, delivery or registration thereof. ARTICLE V Remedies of the A. 'ociation SECTION 5.01. (i) If any event specified in paragraph (a) or paragraph (c) of Section 5.02 of the Credit Regula- tions shall occur and shall continue for a period of thirty days, or (ii) if any event specified in paragraph (b) of Section 5.02 of the Credit Regulations shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Association to the Borrower, then, at any subsequent time during the continu- ance thereof, the Association, at its option, may declare the principal of the Credit then outstanding to be due and payable immediately, and upon any such declaration such principal shall become due and payable immediately, any- Thing in this Development Credit Agreement to the contrary notwithstanding. ARTICLE VI Effective Date; Termination SECTION 6.01. The following event is specified as an ad- ditional condition to the effectivene,s of this Development Credit Agreement within the meaning of Section 8.01(b) of the Credit Regulations, namely, that the consultants referred to in paragraph (b) of Section 4.01 of this Devel- opment Credit Agreement shall have been retained. 11 SEcTIoN 6.02. The date December 15, 1968 is hereby specified for the purposes of Section 8.04 of the Credit Regulations. SECTION 6.03. The obligations of the Borrower under Sections 4.01, 4.02 and 4.03 of this Development Credit Agreement shall terminate on the date on which this De- velopment Credit Agreement shall terminate or on a date ten years after the date of this Development Credit Agree- ment, whichever shall be the earlier. ARTICLE VII Miscellaneous SECTION 7.01. The Closing Date shall be June 30, 1973 or such other date as may from time to time be agreed between the Borrower and the Association. SECTION 7.02. The following addresses are specified for the purposes of Section 7.01 of the Credit Regulations. For the Borrower: Ministre des Finances et de 1'Economie Lome Republic of Togo Alternative address for cables: Minfinances Lom6, Togo For the Association: International 'Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Alternative address for cables: Indevas Washington, D.C. 12 SECTION 7.03. The Minister of Finance and Economy of the Borrower is designated for the purposes of Section 7.03 of the Credit Regulations. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Development Credit Agreement to be signed in their respective names and delivered in the District of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF TOGO By /s/ ALEXANDRE J. OHN Authorized Representative INTERNATIONAL DEVELOPMENT AssocIATIoN By /s/ J. BURKE KNAPP Vice President 13 SCHEDULE 1 Description of Project The Project consists of the following: I. A four-year highway maintenance program providing for: (a) The improvement of the efficiency of maintenance operations and the training of maintenance per- sonnel at all levels; and (b) The purchase of maintenance and shop equipment. II. Preinvestment studies by consulting engineers, con- sisting of : (a) Feasibility studies for the following road sec- tions, totalling to about 450 kilometers: (i) the Natchamba-Kabou-Awandjelo road (about 78 km long), North of Bassari; (ii) the Lamakara-Ketao-Dahomey border road (about 35 km long), East of Lamakara; (iii) the Sokod6-Kambole-Sotouboua road (about 156 km long), East of the Blitta-Sokod6 highway; (iv) the Yegue-Pagala-Langabou road (about 47 ki long), South of Blitta; (v) the Elavagnon-Kouniohou road (about 55 km long), West of Atakpam6; (vi) the Palime-Ghana road (about 13 km long), West of Palim6; and (vii) the Agou-Nuatja road (about 70 km long), West of Nuatja; and (b) Detailed engineering, and preparation of bidding documents, for about 300 kilometers of road see- 14 tions identified by the feasibility studies to be of the highest priority, and acceptable to the Association. The Project is expected to be completed by December 31, 1972. 15 SCHEDULE 2 Allocation of the Proceeds of the Credit Maximum Amounts Expressed in Dollar Category Equivalent A. Consultants' advisory services: (1) Salaries, air fares, transport, office furnishings, reports and bidding documeits 500,000 (2) Subsistence allowances 80,000 B. Procurement of maintenance equipment and spare parts 1,700,000 C. Preinvestment studies: (1) Feasibility studies 700,000 (2) Detailed engineering and bidding documents 300,000 D. Unallocated 420,000 Total $3,700,000 Reallocation upon Change in Cost Estimates 1. If the estimate of the cost of the items included in any of the Categories A through C shall decrease, the amount of the Credit then allocated to, and no longer required for, such Category will be reallocated by the Association to Category D. 2. If the estimate of the cost of the items included in any of the Categories A through C shall increase, an amount equal to the portion, if any, of such increase to be financed out of the proceeds of the Credit will be allocated by the Association, at the request of the Borrower, to such Cate- gory from Category D, subject, however to the require- ments for contingencies, as determined by the Association, in refspect of the cost of the items in the other Categories. 16 SCHEDULE 3 Procurement of Goods 1. With respect to all goods to be financed out of the proceeds of this Development Credit Agreement, in accord- ance with the allocation of proceeds of the Credit set out in Schedule 2 thereof, the time interval referred to in Section 3.1 of "Guidelines for Procurement under World Bank Loans and IDA Credits" dated February 1968 (here- inafter referred to as the Guidelines), between the invita- tions to bid and bid opening, shall be equal to at least sixty days. 2. Prior to inviting bids with respect to items or groups of items expected to cost the equivalent of $10,000 or more, information concerning the advertising coverage, as well as the bidding documents and the draft contracts shall be submitted to the Association for its approval. Such bidding documents shall state that the bidder must submit sepa- rately one schedule of unit prices excluding duties and taxes levied on the import of goods into the territory of the Borrower, and another schedule of unit prices including duties and taxes levied on the import of such goods. 3. Before awards of contracts are made with respect to items or groups of items expected to cost the equivalent of $10,000 or more, the Borrower shall send to the Associa- tion for its approval an evaluation of the bids received and the Borrower's proposals concerning the contract and the award. The evaluation of bids shall be made on the basis of the schedule of unit prices excluding duties and taxes levied on the import of goods. If the Borrower pro- poses to award the contract to other than the bidder offer- ing the lowest evaluated bid, the reasons for such an excep- tion to Section 3.9 of the Guidelines shall be stated. One conformed copy of the contract for such goods, items, or groups of items, shall promptly be sent to the Association. 4. Before placing orders for items or groups of items expected to cost less than the equivalent of $10,000, the 17 Borrower shall periodically send to the Association, for its approval, lists of such items intended to be procured without resort to competitive bidding, indicating the ex- pected price of such goods and the intended suppliers thereof. 5. Whenever a contract under the Project is awarded to a supplier not registered in Togo, the Borrower shall facil- itate the accomplishment by such supplier of all regulatory formalities which may be required to enable it to carry out such contract.