Senegal - Senegal River Polders Project : Credit 0350 - Project Agreement - Conformed

CONFORMED COPY CREDIT NUMBER 350 SE Project Agreement (Senegal River Polders Project) BETWEEN INTERNATIONAL DEVELOPMENT ASSOCIATION AND SOCIETE D'AMENAGEMENT ET D'EXPLOITATION DES TERRES DU DELTA DU FLEUVE SENEGAL DATED JANUARY 9, 1973 CONFORMED COPY CREDIT NUMBER 350 SE Project Agreement (Senegal River Polders Project) BETWEEN INTERNATIONAL DEVELOPMENT ASSOCIATION AND SOCIETE D'AMENAGEMENT ET D'EXPLOITATION DES TERRES DU DELTA DU FLEUVE SENEGAL DATED JANUARY 9, 1973 PROJECT AGREEMENT AGREEMENT, dated January 9, 1973, between INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association) and SOCIETE D'AMENAGEMENT ET D'EXPLO1TATION DES TERRES DU DELTA DU FLEUVE SENEGAL (hereinafter called SAED). WHEREAS by the Development Credit Agreement of even date herewith between the Republic of Senegal (hereinafter called the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to four million five hundred thousand dollars ($4,500,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that SAED agree to undertake such obligations toward the Association as hereinafter set forth; WHEREAS by a financing agreement to be entered into between the Borrower and SAED, the proceeds of the Credit provided under the Development Credit Agreement and additional funds required for the Project and for SAED's other operations will be made available to SAED on the terms and conditions therein set forth, and WHEREAS SAED, in consideration of the Association's entering into the Development Credit Agreement with the Borrower, 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 Development Credit Agreement and in the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. (a) Subject to the provisions of subsection (b) of this Section, SAED shall carry out the Project described in Schedule 2 to the Development 4 Credit Agreement with due diligence and efficiency and in conformity with appropriate administrative, financial, agricultural and engineering practices. (b) Except as the Association shall otherwise agree, SAED shall not carry out or permit to be carried out any construction works for the Lampsar Sub-Project unless the study presently being carried out by SCET-International will have shown that the Lampsar Sub-Project will have no adverse effects on the water supply of the city of St. Louis. Section 2.02. (a) In order to assist SAED in carrying out engineering for the Project, the preparation of tender documents and detailed designs, and in the supervision of construction under Parts A, B and C of the Project, SAED shall employ engineering consultants acceptable to the Association upon terms and conditions satisfactory to the Association. (b) Except as the Association shall otherwise agree, SAED shall cause the consultants employed under subsection (a) to study various possible pre-irrigation procedures to determine which procedures would result in lowest cost. (c) Except as the Association shall otherwise agree, SAED shall by a date not later than May 31, 1973, enter into an agreement satisfactory to the Association for the carrying out of Part F of the Project with IRAT or other consultants acceptable to the Association. Section 2.03. In carrying out construction works under Parts A, B and C of the Project, SAED shall employ contractors acceptable to the Association upon terms and conditions satisfac.ory to the Association. Section 2.04. Except as the Association shall otherwise agree, the goods and services (other than services of consultants) required for the Project and to be financed out of the proceeds of the Credit, shall be procured on the basis of international competition under procedures consistent with the Guidelines for Procurement under World Bank Loans and IDA Credits, published by the Bank in April 1972, as revised in October, 1972, and in accordance with, and subject to, the provisions set forth in Schedule 1 to this Agreement. Section 2.05. Except as the Association shall otherwise agree, SAED shall conclude with each farmer or farmer group allocated land in the Project Area, an agreement substantially in accordance with a form of agreement acceptable to the Borrower and the Association. Section 2.06. Except as the Association shall otherwise agree, SAED shall employ during the Project period a suitably qualified training specialist to supervise 5 and tdvise in the operations of the training center to be established under Part E of the Project. Section 2.07. Except as the Association shall otherwise agree, SAED shall during the Project period: (i) employ persons with qualifications and experience acceptable to the Association on terms and conditions satisfactory to the Association to serve in the positions of Directeur G&nfral and Agent Comptable Particulier; (ii) employ in the position of deputy to the chief of its Engineering and Construction Division a Senegalese national with a degree in irrigation engineering or with at least equivalent qualifications and enable such person to obtain a broad experience in the design, construction and operation phases of the Project, (iii) employ such additional qualified and experienced staff as may be required to carry out the Project; and (iv) take all necessary steps on its part to ensure that expatriate technicians in its employ shall be replaced only by personnel with qualifications and experience acceptable to the Association. Section 2.08. Except as the Association shall otherwise agree, SAED shall consult with the Association, annually, regarding the specific research programs to be undertaken under Part F of the Project during the following year. Section 2.09. SAED shall cooperate with the Borrower's Ministry of Health and render such assistance as may be required to enable regular checks to be made in the Project Area for the presence of the disease bilharzia and of its vector. Section 2.10. Except as the Association shall otherwise agree, SAED shall take all steps necessary on its part to establish and thereafter maintain an account with BNDS, for the purpose of receiving the funds required for the Project. Section 2.11. SAED shall take all necessary steps to ensure that land allocations to participating farmers may be reduced, should the original allocations prove to be beyond the capacities of such farmers to work efficiently. Section 2.12. (a) Except as the Association shall otherwise agree, SAED shall impose and collect from farmers or farmer groups allocated land in the Debi, Lampsar and Dagana Sub-Project Areas, and from other farmers or farmer groups Ido 6 allocated land in other improved areas administered by SAED and where water is supplied under conditions at least as favorable as in the Sub-Project Areas, annual consolidated fees for each hectare allocated to such farmers or farmer groups. (b) SAED shall consult with the Association, annually and in advance, in establishing annual consolidated fees to be imposed on farmers and farmer groups in accordance with subsection (a) of this Section. Section 2.13. Except as the Association shall otherwise agree, SAED shall take all steps necessary on its part to eliminate all subsidies for mechanical cultivation services accorded to participating farmers, after the first year of their participation. Section 2.14. SAED shall take all such action as shall be necessary on its part to acquire 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 under the Project. Section 2.15. (a) SAED undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Credit 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 SAED to replace or repair such goods. (b) Except as the Association may otherwise agree, SAED shall cause all goods and services financed out of the proceeds of the Credit made available to it by the Borrower to be used exclusively for the Project. Section 2.16. (a) SAED shall furnish to the Association promptly upon their preparation, the plans, specifications, 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) SAED: (i) shall maintain records adequate to record the progress of the Project (including the cost thereof) and to identify the goods and services financed out of the proceeds of the Credit made available to it by the Borrower, and to disclose the use thereof in the Project; (ii) shall, without limitation upon the provisions of Section 5.03 of this Agreement, enable the Association's representatives to examine the Project, the goods financed out of such proceeds and any relevant records and documents; and (iii) shall furnish to the Association all such information as the Association shall reasonably request concerning the 7 Project, the expenditure of the proceeds of the Credit so made available to it and the goods and services financed out of such proceeds. ARTICLE III Management and Operations of SAED Section 3.01. SAED shall at all times manage its affairs, maintain its financial position, plan its future expansion and carry on its operations, all in accordance with appropriate administrative, financial, engineering and agricultural practices and under the supervision of experienced and competent management assisted by qualified and competent staff. Section 3.02. SAED shall at all times take all such action as shall be necessary on its part to acquire, maintain and renew all rights, powers and privileges which are necessary or useful in its operations. Section 3.03. SAED shall at all times operate, maintain, renew and repair its facilities, plant, equipment and machinery in accordance with appropriate engineering and management practices. Section 3.04. SAED shall take out and maintain with responsible insurers, or make other provisions satisfactory to the Association for, insurance against such risks and in such amounts as shall be consistent with sound practice. ARTICLE IV Financial Covenants Section 4.01. (a) SAED shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. (b) Without limitation or restriction upon the provisions of subsection (a), SAED shall (i) establish and maintain separate accounts in respect of Parts A, B, C, E and F of the Project, in which expenditures in respect of each such Part (including management and overhead costs and those on research and training) shall be recorded separately and in such detail as to identify the purpose and function of each expenditure; (ii) maintain individual accounts for farmers or farmer groups receiving credit for farm inputs and land cultivation services; and (iii) maintain a consolidated fee account, in which shall be recorded the amounts of 8 all consolidated fees received from farmers in the Dagana, Debi, and Lampsar Sub-Project Areas and other areas managed by SAED. Section 4.02. SAED shall: (i) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with sound auditing principles consistently applied, by independent auditors acceptable to the Association; (ii) furnish to the Association as soon as available, but in any case not later than six months after the end of each such year, (A) certified copies of its financial statements for such year as so audited and (B) the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning the accounts and financial statements of SAED and the audit thereof as the Association shall from time to time reasonably request. Section 4.03. SAED shall submit its draft annual operating budgets to the Association each year sufficiently in advance of their presentation for approval to SAED's Board of Directors, for the Association's comments to be considered. ARTICLE V Consultation, Information and Inspection Section 5.01. The Association and SAED shall cooperate fully to assure that the purposes of the Credit will be accomplished. To that end, the Association and SAED shall from time to time, at the request of either party, exchange views through their representatives with regard to the performance of their respective obligations under this Agreement, the administration, operations and financial condition of SAED and other matters relating to the purpose of the Credit. Section 5.02. The Association and SAED shall promptly inform each other of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Credit, or the performance by either of them of its obligations under this Agreement, or the performance by the Borrower and SAED of their respective obligations under the SAED Financing Agreement. Section 5.03. SAED shall enable the Association's representatives to examine all plants, sites, works, properties and equipment of SAED and any relevant records and documents. 9 ARTICLE VI Effective Date; Termination; Cancellation and Suspension Section 6.01. This Agre-ment shall come into force and effect on the date upon which the Development Credit Agreement becomes effective. Section 6.02. (a) This Agreement and all obligations of the Association and of SAED thereunder shall terminate on the earlier of the following two dates: (i) the date on which the Development Credit Agreement shall terminate in accordance with its terms, or (ii) a date thirty-five years after the date of this Agreement. (b) If the Development Credit Agreement terminates in accordance with its terms before the date specified in paragraph (a)(ii) of this Section, the Association shall promptly notify SAED of this event. Section 6.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension tinder the Development Credit Agreement. ARTICLE VII Miscellaneous Provisions Section 7.01. 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 Association: international Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America 10 Cable address: INDEVAS Washington, D.C. For SAED: Socift6 d'Am6nagement et d'Exploitation des Terres du Delta du Fleuve S6n6gal (SAED) Bofte Postale 74 Saint Louis S6n6gal West Africa Cable address: SAED Saint Louis - S6n6gal Section 7.02. Any action required or permitted to be taken, and any documents required or permitted to be executed, under this Agreement on behalf of SAED may be taken or executed by the Directeur Genral of SAED or such other person or persons as he shall designate in writing. Section 7.03. SAED shall furnish to the Association sufficient evidence of the authority and \he authenticated specimen signature of the person or persons who will, on behalf of SAED, take any action or execute any documents required or permitted to be taken or executed by SAED pursuant to any of the provisions of this Agreement. Section 7.04. This Agreement may be executed in several counterparts, each of which shall be an original, and all collectively but one instrument. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed 11 in their respective names and delivered in the District of Columbia, United States of America, as of the day and year first above written. INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ Roger Chaufournier Regional Vice President Western Africa SOCIETE D'AMENAGEMENT ET D'EXPLOITATION DES TERRES DU DELTA DU FLEUVE SENEGAL By /s/ Andr Coulbary Authorized Representati'e 12. SCHEDULE 1 Procurement 1. Contracts for earth moving and civil works included under Category 11 of the allocation of the proceeds of the Credit described in paragraph 1 of Schedule 1 to the Development Credit Agreement, and for pumping station and hydraulic equipment, tractors and implements included under Category I of the allocation of the proceeds of the Credit, shall be procured by international competition as described in the Guidelines referred to in Section 2.04 of this Agreement. Contracts for minor on-farm development works included under Category II, building construction included under Category I, vehicles included under Category I (other than tractors), and furniture, office equipment, tools and other small equipment included under Category IV, may be procured by local or regional competitive bidding. 2. With respect to any contract for civil works, equipment or materials estimated to cost the equivalent of $25,000 or more: (a) If bidders are required to prequalify, SAED shall, before qualification is invited, inform the Association in detail of the procedure to be followed and shall introduce such modifications in said procedure as the Association shall reasonably request. The list of prequalified bidders, together with a statement of their qualifications and of the reasons for the exclusion of any applicant for prequalification, shall be furnished by SAED to the Association for its comments before the applicants are notified and SAED shall make such additions to or deletions from the said list as the Association shall reasonably request. (b) Before bids are invited, SAED 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 procedure 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. (c) After bids have been received and evaluated, SAED shall, before a final decision on the award is made, inform the Association of the name of the bidder to whom it intends to award the contract and shall furnish to the Association, in sufficient time for its review, a detailed report by the consultants referred to in Section 2.02 of this Agreement, on the evaluation and comparison of the bids received, together with the recommendations for award of the said 13 consultants, and the reasons for the intended award. The Association shall, if it determines that the intended award would be inconsistent with the procedures set forth or referred to in Section 2.04 of this Agreement, promptly inform SAED and the Borrower, and state the reasons for such determination and advise SAED of any cancellation pursuant to the provisions of paragraph 4(c) of Schedule I to the Development Credit Agreement. (d) The terms and conditions of the contract shall not, without the Association's concurrence, materially differ from those on which bids were asked. (e) Two conformed copies of the contract shall be furnished to the Association promptly after its execution and prior to the delivery to the Association of the first application for withdrawal of funds from the Credit Account in respect of any such contract. 2. With respect to any other such contract estimated at less than the equivalent of $25,000, SAED shall furnish to the Association, promptly after its execution and prior to the delivery to the Association of the first application for withdrawal of funds from the Credit Account in respect of any such contract, two conformed copies of such contract, together with the analysis of 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 is not consistent with the procedures set forth or referred to in Section 2.04 of this Agreement, promptly inform SAED and the Borrower, and state the reasons for such determination and advise SAED of any cancellation pursuant to the provisions of paragraph 4(c) of Schedule I to the Development Credit Agreement. 3. For the purpose of evaluation and comparison of bids, customs duties and other import taxes on imported goods, and sales and similar taxes on locally produced goods, shall be excluded, except to the extent hereinafter provided, and bidders shall be required to state in their bid the c.i.f. (port of entry) price for imported goods, or the ex-factory price for locally produced goods. The cost to the Borrower of inland freight and other expenditures incidental to the delivery of goods to the place of their use or installation shall be taken into account in the evaluation of bids in accordance with paragraph 4.7 of the Guidelines referred to in Section 2.04 of this Agreement. 4. For purposes of the provisions hereinafter set forth, the following terms shall have the following meanings: (a) Preferred Domestic Bid means a bid offering goods manufactured in the territories of the Borrower, if the bidder shall have established to the satisfaction 14 of the Borrower and the Association that the manufacturing cost of such goods includes a value added in the territories of the Borrower of not less than 20% of the ex-factory bid price. (b) Non-preferred Domestic Bid means any other bid offering goods manufactured in the territories of the Borrower. (c) Foreign Bid means any bid other than those specified in (a) or (b) above. 5. For goods included in Category I of the Allocation of Credit Proceeds, a margin of preference shall be granted by adding to each Foreign Bid, for the purpose only of comparison with Preferred Domestic Bids, an amount (hereinafter called "Domestic Preference Margin") equal to the smaller of (i) the amount of customs duties and other import taxes which a non-exempt importer would have to pay for the goods offered in the bid, or (ii) 15% of the c.i.f. bid price of such goods. 6. If Preferred Domestic Bids are received, the comparison among all evaluated bids for each contract shall be made in the stages and with the preferences indicated below: Stage Bids to be Compared Preference I All Preferred Domestic Bids and None Non-preferred Domestic Bids. II (a) Lowest evaluate bid under Stage Add Domestic 1, if Preferred Domestic Bid, Preference with all Foreign Bids; Margin to Foreign Bids or (b) Lowest evaluated bid under None Stage I, if non-preferred Domestic Bid, with all Foreign Bids. III If lowest evaluated bid under None Stage II is not the lowest bid under Stage 1, all Foreign Bids. 7. The bidding documents shall clearly indicate any preference which will be granted to Preferred Domestic Bids, the information required to establish the 15 eligibility of a bid for such preference and the methods and stages that will be followed in the evaluation and comparison of bids to give effect to such preference. 8. For bidding purposes, civil works included under Parts A, B and C of the Project will be divided into three lots, corresponding to Parts A, B and C of the Project. The three lots shall be bid concurrently, and prequalified bidders shall be permitted to bid for one, two, or all three lots (the Package), subject only to limitations imposed as a result of the prequalification process. Contracts shall be awarded on the basis of the lower of (i) the lowest evaluated bid for the Package or (ii) the lowest combination of evaluated bids covering the whole of the works included in the Package. All contracts will be awarded on a unit price basis.