Tunisia - Tourism Infrastructure Project : Credit 0329 - Project Agreement - 1 - Conformed

CONFORMED COPY LOAN NUMBER 858 TUN CREDIT NUMBER 329 TUN Project Agreement (Tourism Infrastructure Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND INTERNATIONAL DEVELOPMENT ASSOCIATION AND OFFICE NATIONAL DU TOURISME ET DU THERMALISME DATED SEPTEMBER 28, 1972 CONFORMED COPY LOAN NUMBER 858 TUN CREDIT NUMBER 329 TUN Project Agreement (Tourism Infrastructure Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND INTERNATIONAL DEVELOPMENT ASSOCIATION AND OFFICE NATIONAL DU TOURISME ET DU THERMALISME DATED SEPTEMBER 28, 1972 PROJECT AGREEMENT AGREEMENT, dated September 28, 1972, between INTERNATIONALBANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank), INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association) and OFFICE NATIONAL DU TOURISME ET DU THERMALISME (hereinafter called ONTT). WHEREAS by the Loan Agreement of even date herewith between Republic of Tunisia (hereinafter called the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to fourteen million dollars ($14,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that ONTT agree to undertake such obligations toward the Bank as hereinafter set forth; WHEREAS by the Development Credit Agreement of even date herewith between Republic of Tunisia (hereinafter called the Borrower) and the Association, the Association has also agreed to make available to the Borrower an amount in various currencies equivalent to ten million dollars ($10,000,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that ONTT agree to undertake such obligations toward the Association as hereinafter set forth; WHEREAS the Borrower intends to contract from Kreditanstalt fir Wiederaufbau (hereinafter called Kreditanstalt), a Krperschaft des Offentlichen Rechts existing under the laws of the Federal Republic of Germany, a loan in an amount not exceeding forty million German Marks equivalent to about twelve million four hundred thousand dollars ($12,400,000) to assist in financing part of the Project under terms and conditions set forth in an agreement to to be entered into between the Borrower and Kreditanstalt; WHEREAS ONTT intends to enter into a separate project agreement with Kreditanstalt for the purpose of the Project; and WHEREAS ONTT, in consideration inter alia of the foregoing, has agreed to undertake the obligations hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: 4 ARTICLE I Definitions Section 1.01. Wherever used in this Agreement, unless the context shall otherwise require, the several terms defined in the Loan Agreement and in the General Conditions (as so defined) have the respective meanings therein set forth and the term "Subsidiary" means any company or "etablissement public" effectively controlled by ONTT or by any one or more subsidiaries of ONTT or by ONTT and one or more of its subsidiaries. ARTICLE II Execution of the Project Section 2.01. ONTT shall carry out the Project described in Schedule 1 to the Loan Agreement with due diligence and efficiency and in conformity with sound planning, administrative, financial, engineering and public utility practices. Section 2.02. (a) In order to assist the personnel of ONTT's Direction des Travaux, ONTT shall employ consultants acceptable to the Bank and the Association upon terms and conditions satisfactory to the Bank and the Association. (b) ONTT shall, at all times, cause its Direction des Travaux to be headed by a Director acceptable to the Bank and the Association. Section 2.03. In order to assist ONTT in preparing each of the plan d'amnagement referred to in Section 3.02 of the Loan Agreement ONTT shall employ consultants acceptable to the Bank and the Association upon terms and conditions satisfactory to the Bank and the Association. Section 2.04. In order to ensure that the Project be carried out effectively and on schedule, ONTT shall prepare and regularly update a critical path plan in consultation with STEG, SONEDE and the Borrower's departments or agencies concerned with the Project. Section 2.05. ONTT shall supervise the studies to be undertaken under Part C of the Project. Section 2.06. ONTT shall be responsible for the carrying out of the promotional program to be undertaken under Part E of the Project. 5 Section 2.07. (a) In order to: (i) assist the Special Unit HAR in carrying out Part A (3) of the Project; and (ii) carry out the detailed engineering required for Part B (3) of the Project, ONTT shall employ consultants acceptable to the Bank and the Association upon terms and conditions satisfactory to the Bank and the Association. (b) In order to: (i) assist the Borrower's Service des Operations Speciales in fulfilling its obligations under paragraph (a) of Section 3.09 of the Loan Agreement; (ii) carrying out the detailed engineering required for Part B (2) of the Project, and (iii) administer and supervise the construction of Lots 5 referred to in Schedule 4 (1) to the Loan Agreement to be undertaken under Part A (1) of the Project; ONTT shall employ consultants acceptable to the Bank and the Association upon terms and conditions satisfactory to the Bank and the Association. Section 2.08. Within eighteen months of this Agreement, or such other time limit as the Bank and the Association shall otherwise agree, ONTT shall complete a study for the purpose of improving the efficiency of the Borrower's existing hotel and tourism industry investment incentive system. Such a study shall take into consideration, inter alia: (i) the extent of the adequacy, from an economic standpoint, of the overall level of the Borrower's hotel and tourism industry investment incentive system, (ii) the need to establish appropriate selectivity criteria relating the amount of benefits granted to investors in the hotel and tourism industry, under the Borrower's hotel and tourism industry investment incentive system to the (A) location and (B) category of hotels to be constructed within the Borrower's territories: (A) in order to foster concentration of hotel and tourism industry investment in the Project Zones, such criteria shall be such as to make the benefits granted to such investors within such zones, until 1977, or such other date as the Bank and the Association shall otherwise agree, more favorable than the benefits granted to such investors without such zones. (B) similarly such criteria shall be such as to bring the category patterns in the Project Zones more closely in line with 6 (1) the patterns set forth in the general master plan recently established by the Borrower, and (2) the expected trend of the international hotel and tourism industry market, (iii) the measures to be taken in order to simplify the existing procedures to grant benefits to investors in hotel and tourism industry under the Borrower's hotel and tourism industry investment incentive system. Section 2.09. ONTT shall, before June 30, 1974, or such other date as the Bank or the Association shall otherwise agree, submit for approval to the Bank and the Association the final choice for the system of sewage treatment and disposal in the Project Zone of Sousse. Section 2.10. In carrying out Part A of the Project, except for minor works regarding the connections of users' facilities to the respective infrastructure networks, ONTT shall, unless the Bank and the Association shall otherwise agree, employ contractors acceptable to the Bank and the Association upon terms and conditions satisfactory to the Bank and the Association. Section 2.11. Except as the Bank and 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 Loan and 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, and in accordance with, and subject to, the provisions set forth in Schedule 1 to this Agreement. Section 2.12. (a) ONTT undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Loan and 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 ONTT to replace or repair such goods. (b) Except as the Bank and the Association may otherwise agree, ONTT shall cause all goods and services financed out of the proceeds of the Loan and the Credit made available to it by the Borrower to be used exclusively for the Project. Section 2.13. (a) ONTT shall furnish to the Bank and the Association, promptly upon their preparation, the plans, specifications, reports, contract 7 documents, construction and procurement schedules and work and procurement schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Bank and the Association shall reasonably request. (b) ONTT: (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 Loan and 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 Bank's and Association's representatives to inspect the Project, the goods financed out of such proceeds and any relevant records and documents; and (iii) shall furnish to the Bank and the Association all such information as the Bank and the Association shall reasonably request concerning the Project, the expenditure of the proceeds of the Loan and the Credit so made available to it and the goods and services financed out of such proceeds. Section 2.14. ONTT shall submit to the Bank and the Association a comprehensive coordinated schedule based on the progress schedules for the implementation of the studies pertaining to plan d'aminagenent, road and sewerage referred to in Part B (1), (2) and (3) of the Project after having had such comprehensive coordinated schedule approved by the Comitd de Coordination Technique. ARTICLE Ill Management and Operations of ONTT Section 3.01. (a) ONTT shall at all times conduct its operations and affairs under capable and efficient management. (b) Without limitation upon the generality of the foregoing ONTT shall, during the implementation of the Project (i) maintain its Direction des Travaux, and (ii) cause such Direction des Travaux to be provided with adequate funds and staffed, inter alia, with engineers, urban planners, architects, economists, lawyers and accountants as shown in the Organization Chart set forth in Schedule 2 to this Agreement, or such other organization chart as may be agreed with the Bank and the Association. Section 3.02. Except as the Bank and the Association shall otherwise agree, ONTT shall not undertake or execute, for its own account or for the account of any third party or parties, any new project or development other than the Project, which might interfere with its obligations under this Agreement. 8 Section 3.03. ONTT shall not, without the consent of the Bank and the Association, contract any debt which might interfere with its obligations under this Agreement. Section 3.04. (a) ONTT shall, except as the Bank and the Association shall otherwise agree, take all steps necessary to acquire, maintain and renew all rights, powers and franchises which are necessary or useful for the purpose of carrying out its obligations under this Agreement. (b) Except as the Bank and the Association shall otherwise agree, ONTT shall not create or acquire any subsidiary. ARTICLE IV Financial Covenants Section 4.01. ONTT shall cause its Direction des Travaux to maintain records adequate to reflect in accordance with consistently maintained sound accounting practices its operations and financial condition. Section 4.02. ONTT shall: (i) have the accounts and the financial statements of its Direction des Travaux for each fiscal year audited, in accordance with sound auditing principles consistently applied, by independent auditors acceptable to the Bank and the Association; (ii) furnish to the Bank and the Association as soon as available, but in any case not later than four 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 Bank and the Association shall have reasonably requested; and (iii) furnish to the Bank and the Association such other information concerning the accounts and financial statements of ONTT's Direction des Travaux and the audit thereof as the Bank and the Association shall from time to time reasonably request. ARTICLE V Consultation, Information and Inspection Section 5.01. The Bank, the Association and ONTT shall cooperate fully to assure that the purposes of the Loan and the Credit will be accomplished. To that end, the Bank, the Association and ONTT 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 ONTT's Direction des Travaux and other matters relating to the purpose of the Loan and the Credit. 9 Section 5.02. The Bank, the Association and ONTT shall promptly inform each other of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Loan and the Credit or the performance by either of them of its obligations under this Agreement. Section 5.03. ONTT shall enable the Bank's and the Association's accredited representatives to inspect all works, properties and offices of ONTT. ARTICLE VI Effective Date; Termination; Cancellation and Suspension Section 6.01. This Agreement shall come into force and effect on the date upon which the Loan Agreement becomes effective. Section 6.02. This Agreement and all obligations of the Bank, the Association and ONTT thereunder shall terminate on the later of the following two dates: (a) the date on which the Loan Agreement shall terminate in accordance with its terms; or (b) the date on which the obligations of the Borrower referred to in Section 6.03 of the Development Credit Agreement shall terminate in accordance with the terms of such Section. Section 6.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under the Loan Agreement or 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: 10 For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Intbafrad Washington, D.C. For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Indevas Washington, D. C. For ONTT: Office National du Tourisme et du Thermalisme 1, Avenue Mohamed V Tunis, Tunisia Telex: 381 Comtourism Tunis 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 ONTT may be taken or executed by its Directeur Gdndral or such other person or persons as such Directeur General shall designate in writing. II Section 7.03. ONTT shall furnish to the Bank and the Association sufficient evidence of the authority and the authenticated specimen signature of the person or persons who will, on behalf of ONTT, take any action or execute any documents required or permitted to be taken or executed by ONTT 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 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 BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ S. Aldewereld Vice President INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ S. Aldewereld Vice President OFFICE NATIONAL DU TOURISME ET DU THERMALISME By /s / Slaheddine El Goulli Authorized Representative 12 SCHEDULE 1 Procurement 1. With respect to any contract for civil works and equipment estimated to cost the equivalent of $100,000 or more: (a) Bidders will be required to prequalify and ONTT shall, before qualification is invited, inform the Bank and the Association in detail of the procedure to be followed and shall introduce such modifications in said procedure as the Bank 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 ONTT to the Bank and the Association for their comments before the applicants are notified and ONTT shall make such additions to or deletions from the said list as the Bank and the Association shall reasonably request. (b) Except as the Bank and the Association shall otherwise agree, (i) whenever it is feasible, the Borrower shall have separate contracts for the purpose of the Project Zones of Djerba and Zarzis on the one hand and, on the other hand, the other Project Zones, and when it is not feasible to have such separate contracts the Borrower shall, in each global contract, identify the lot or lots for the purpose of the Project Zones of Djerba and Zarzis; and (ii) road sections shall be grouped for the purposes of call for tenders in lots as specified in Schedule 4 (1) to the Loan Agreement. The Road Sections included in Lots 1 and 2 shall be assembled into sub-lots, and the bidders shall be allowed to present offers for one or any combination of sub-lots. Bids for the respective sub-lots under Lot 1 and Lot 2 shall be called for simultaneously. Bids for parts of Lot 5 shall be called for as appropriate over the period of implementation of the Project. (c) Before bids are invited, ONTT shall furnish to the Bank and the Association, for their 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 Bank and the Association shall reasonably request. Any further modification to the bidding documents shall require the Bank's and the Association's concurrence before it is issued to the prospective bidders. (d) After bids have been received and evaluated, ONTT shall, before a final decision on the award is made, inform the Bank and the Association of the name of the bidder to whom it intends to award the contract and shall furnish 13 to the Bank and the Association, in sufficient time for its review, a detailed report on the evaluation and comparison of the bids received, together with the recommendations for award of the Borrower's departments and agencies, STEG and SONEDE, and the reasons for the intended award. The Bank and the Association shall, if they determine that the intended award would be inconsistent with the procedures set forth or referred to in Section 2.11 of this Agreement, promptly inform ONTT and state the reasons for such determination. (e) The terms and conditions of the contract shall not, without the Bank's and the Association's concurrence, materially differ from those on which bids were asked. (f) Two conformed copies of the contract shall be furnished to the Bank and the Association promptly after its execution and prior to the submission to the Bank and the Association of the first application for withdrawal of funds from the Loan Account or the Credit Account in respect of any such contract. 2. With respect to any other contract for civil works and equipment, ONTT shall furnish to the Bank and the Association, promptly after its execution and prior to the submission to the Bank and the Association of the first application for withdrawal of funds from the Loan Account or 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 Bank and the Association shall reasonably request. The Bank and the Association shall, if they determine that the award of the contract is not consistent with the procedures set forth or referred to in Section 2.11 of this Agreement, promptly inform ONTT and state the reasons for such determination. 3. For the purpose of evaluating bids for equipment and associated services included in Category 1I of the table set out in paragraph 1 of Schedule 1 to the Development Credit Agreement, bid prices shall be determined and compared in accordance with the following rules: (a) the term "Local Bid" means a bid submitted by a manufacturer established in the territories of the Borrower for goods manufactured or processed to a substantial extent (as reasonably determined by the Bank and the Association) in such territories; any other bid shall be deemed to be a "Foreign Bid"; (b) the bid price under a Local Bid shall be the sum of the following amounts: (i) the ex-factory price of such goods including all taxes, except production and consumption taxes; and 14 (ii) inland freight, insurance and other costs of delivery of such goods to the place of their use or installation; (c) for the purpose of comparing any Foreign Bid with any Local Bid, the bid price under a Foreign Bid shall be the sum of the following amounts: (i) the c.i.f. (Tunis) price of such goods; (ii) the amount of any taxes on the importation of such goods into the territories of the Borrower which generally apply to non-exempt importers, or 15% of the amount specified in (i) above, whichever shall be the lower; and (iii) inland freight, insurance and other costs of delivery of such goods to the place of their use or installation. 4. The calls for bids for Lot 5 under Schedule 4 (1) of the Loan Agreement shall be permitted to be advertised only locally. 15 SCHEDULE 2 Organization Chart of the Direction des Travaux DIRECTEUR GENERAL OF ONTT COMITE DE COORDINATION TECHNIQUE ADMINISTRATION 1 Director 1 Assistant to Director 1 Lawyer SECRETARIAT] 1 Secretary to Director 1 Secretary-Archivist 4 Secretaries PROGRAMMING TECHNICAL COORDINATION FINANCE & ADMINISTRATION 1* Engineer Expert on 1* Engineer Coordinator 1 Division Chief Planning 1 Electrical & Telecom- 1* Chief Accountant 1* Tourism Economist munication Engineer 3 Accountants 1 Lawyer (Real Estate) 2 Technical Assistants 1 Stock Room Officer 1* Senior Resort and 2 Draftsmen 1 Supply Officer Regional Planner I Customs Clearance 1* Deputy Resort and Officer Regional Planner Technical Control and 10 General Staff Supervision 1* Engineer 4 Supervisors of works * Expatriate Staff