Senegal - Second Highway Project : Credit 0366 - Credit Agreement - Conformed

CONFORMED COPY CREDIT NUMBER 366 SE Development Credit Agreement (Second Highway Project) BETWEEN REPUBLIC OF SENEGAL AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED APRIL 9, 1973 CONFORMED COPY CREDIT NUMBER 366 SE Development Credit Agreement (Second Highway Project) BETWEEN REPUBLIC OF SENEGAL AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED APRIL 9, 1973 DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated April 9, 1973, between REPUBLIC OF SENEGAL (hereinafter called the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Development Credit Agreements of the Association, dated January 31, 1969, with the same force and effect as if they were fully set forth herein, subject, however, to the deletion of Sections 5.01 and 6.02(h) thereof and to the renumbering of Section 6.02(i) into 6.02(h) thereof (said General Conditions Applicable to Development Credit Agreements of the Association, as so modified, being hereinafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions have their respective meanings therein set forth and the following additional terms have the following meanings: (a) "DTP" means the Direction des Travaux Publics of th., Borrower. (b) "Guidelines for Procurement" means the Guidelines for Procurement under World Bank Loans and IDA Credits, published by the Bank in April 1972, as revised in October 1972. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions in this Agreement set forth or referred to, an amount in various currencies equivalent to eight million dollars ($8,000,000). Section 2.02. The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule shall be amended from time to time, for expenditures made (or, 4 if the Association shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project described in Schedule 2 to this Agreement and to be financed under this Agreement; provided, however, that, except as the Association shall otherwise agree, no withdrawal shall be made on account of expenditures in the territories of any country which is not a member of the Bank (other than Switzerland) or for goods produced in, or services supplied from, such territories. Section 2.03. 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 and in accordance with, and subject to, the provisions set forth in Schedule 3 to this Agreement. Section 2.04. The Closing Date shall be December 31, 1978 or such other date as shall be agreed between the Borrower and the Association. 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 amount of the Credit in semi-annual installments payable on each January 15 and July 15 commencing July 15, 1983, and ending January 15, 2023, each installment to and including the installment payable on January 15, 1993 to be one-half of one per cent (1/2 of 1%) of such principal amount, and each installment thereafter to be one and one-half per cent (1-1/2%) of such principal amount. Section 2.08. The currency of the Republic of France is hereby specified for the purposes of Section 4.02 of the General Conditions. ARTICLE III Execution of the Project Section 3.01. (a) The Borrower shall carry out the Project through the DTP with due diligence and efficiency and in conformity with appropriate financial, 5 administrative and engineering practices, and 5hall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. (b) Without any limitation upon the generality of the foregoing, the Borrower shall, during the execution of the Project, allocate budget funds (including funds for equipment renewal) sufficient to cover the local capital costs of the Project and the recurrent costs of highway maintenance for the roads of the Borrower's highway system. Section 3.02. In order to assist DTP in (i) supervi6ing the strengthening wr under Part A of the Project, (ii) carrying out Part B(a) of the Project ard (iii) carrying out Part C of the Project the Borrower shall employ engineering consultants acceptable to the Association upon terms and conditions satisfactory to the Association. Section 3.03. In carrying out Part A of the Project, the Borrower shall empWny or cause to be employed contractors acce ,Lable to the Association upon terms and conditions satisfactory to the Association. Section 3.04. (a) The Borrower undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Credit against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable by the Borrower to replace or repair such goods. (b) Except as the Association shall otherwise agree, all goods and services financed out of the proceeds of the Credit shall be used exclusively for the Project until its completion. Section 3.05. (a) The Borrower shall furnish to the Association, promptly upon their preparation, the plans, specifications, contract documents and construction and procurement schedules for the Project, and any 1r1n: modifications thereof or additions thereto, in such detail as the Association shall reasonably request, (b) The Borrower: (i) shall maintain records adequate to record the progress of the Project (including the cost thereof) and to identify the goods alid services financed out of the proceeds of the Credit, and to disclose the use thereof in the Project; (ii) shall enable the Association's accredited representatives to examine the Project, the goods financed out of the proceeds of the Credit and any relevant records and documents; and (iii) shall furnish to the Association all 6 such information as the Association shall reasonably request concerning the Project, the expenditure of the proceeds of the Credit and the goods and services financed out of such proceeds. Section 3.06. The Borrower shall take or cause to be taken all such action as shall be necessary to acquire, as and when needed, all rights in respect of land or easements as shall be required for carrying out the Project and shall, if requested by the Association, furnish to the Association, promptly after such acquisition, evidence satisfactory to the Association that such rights in respect of land and easements are available for purposes related to the Project. Section 3.07. Unless the Association shall otherwise agree, the Borrower shall obtain, for the purpose of carrying out Part B(a) of the Project, the approval of the Association for (i) the list of DTP counterpart personnel to be assigned to the consultants referred to in Section 3.02 of this Agreement and (ii) the list of recipients for the fellowships included in such Part. ARTICLE IV Other Covenants Section 4.01. The Borrower shall maintain or cause to be maintained records adequate to reflect in accordance with consistently maintained appropriate accounting practices the operations, resources and expenditures, in respect of the Project, of the departments or agencies of the Borrower responsible for carrying out the Project. Section 4.02. The Borrower shall cause the roads and bridges in its highway system to be adequately maintained and shall cause all necessary repairs thereof to be made promptly, in accordance with sound engineering practices, and shall provide, promptly as needed, the funds, facilities, equipment, services and other resources required for the foregoing. Section 4.03. (a) The Borrower shall ensure that its traffic rules and regulations relating to vehicle dimensions, weights and speeds are appropriate to the geometric dnd structural standards of the Borrower's highway system and shall take all necessary action to implement and enforce such traffic rules and regulations. (b) In order to assist the Borrower in meeting its obligations under the foregoing paragraph the Borrower shall cause the weighbridge and the mobile scales included in Part B (b) of the Project to be operated by qualified personnel. 7 Section 4.04. The Borrower shall: (i) maintain a road inventory; (ii) collect in accordance with appropriate statistical methods and procedures such technical, economic and financial information as shall be reasonably required for proper planning of maintenance, improvements, and extensions of the highway system of the Borrower and; (iii) furnish to the Association such information in respect thereof as the Association shall reasonably request. ARTICLE V Cousultation, Information and Inspection Section 5.01. The Borrower and the Association shall cooperate fully to assure that the purposes of the Credit will be accomplished. To that end, the Borrower and the Association shall from time to time, at the request of either party: (a) exchange views through their representatives with regard to the performance of their respective obligations under this Agreement, the administration, operations, resources and expenditures in respect of the Project, of the departments or agencies of the Borrower responsible for carrying out the Project, and other matters relating to the purposes of the Credit; and (b) furnish to the other all such information as it shall 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 territories of the Borrower, including its balance of payments, and the external debt of the Borrower, of any of its political subdivisions and of any agency of the Borrower or of any such political subdivision. Section 5.02. (a) The Borrower shall furnish or cause to be furnished to th Association all such information as the Association shall reasonably request concerning the administration, operations, resources and expenditures in respect of the Project, of the departments or agencies of the Borrower responsible for carrying out the Project. (b) The Borrower and the Association shall promptly inform each other of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Credit, the maintenance of the service thereof or the performance by either of them of its obligations under this Agreement. 8 Section 5.03. The Borrower shall afford all reasonable opportunity for accredited representatives of the Association to visit any part of the territories of the Borrower for purposes related to the Credit. ARTICLE VI Taxes and Restrictions Section 6.01. The principal of, and service charges on, the Credit shall be paid without deduction for, and free from, any taxes imposed under the laws of the Borrower or laws in effect in its territories. Section 6.02. This Agreement shall be free from any taxes on or in connection with the execution, delivery or registration thereof, imposed under the laws of the Borrower or laws in effect in its territories. Section 6.03. The payment of the principal of, and service charges on, the Credit shall be free from all restrictions, regulations, controls and moratoria of any nature imposed under the laws of the Borrower or laws in effect in its territories. ARTICLE VII Remedies of the Association Section 7.01. If any event specified in Section 7.01 of the General Conditions shall occur and shall continue for the period, if any, therein set forth, then at any subsequent time during the continuance thereof, the Association, at its option, may by notice to the Borrower declare the principal of the Credit then outstanding to be due and payable immediately together with the service charges thereon, and upon any such declaration such principal and service charges shall become due and payable immediately, anything to the contrary in this Agreement notwithstanding. ARTICLE VIII Effective Date; Termination Section 8.01. The following event is specified as an additional condition to the effectiveness of this Agreement within the meaning of Section 10.01(b) of the General Conditions, namely, that, in order to assist DTP in carrying out Part B(a) of the Project, the Borrower has entered into a contract acceptable to the Association with the consultants referred to in Section 3.02 of this Agreement. 9 Section 8.02. The date August 9, 1973 is hereby specified for the purposes of Section 10.04 of the General Conditions. Section 8.03. The obligations of the Borrower under Article IV of this Agreement shall cease and determine on the date on which this Agreement shall terminate or on a date 30 years after the date of this Agreement, whichever shall be the earlier. ARTICLE IX Representative of the Borrower; Addresses Section 9.01. The Ministre chargd des Finances of the Borrower is designated as representative of the Borrower for the purposes of Section 9.03 of the General Conditions. Section 9.02. The following addresses are specified for the purposes of Section 9.01 of the General Conditions: For the Borrower: Ministre des Finances et des Affaires Economiques Dakar, S6n6gal Cable address: MINIFINANCES Dakar 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. 10 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 to be delivered in the District of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF SENEGAL By /s / A. J. Coulbary Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ R. Chaufournier Regional T'ice President Western Africa SCHEDULE I Withdrawal of the Proceeds of the Credit 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Credit, the allocation of amounts of the Credit to each Category and the percentage of eligible expenditures so to be financed in each Category: Amount of the Credit Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed I. Civil Works 2,870,000 62% of total under Part A expenditures of the Project (representing the estimated foreign expendi- ture component) II. Equipment for 1,600,000 100% of foreign workshops and expenditures or highway mainte- 91% of total ex- nance and work- penditures (rep- shop improvements resenting the under Parts B(b) estimated foreign and B(c) of the expenditure com- Project, respec- ponent) tively III. Fellowships and 1,740,000 100% of foreign Consultants' Serv- expenditures ices under Parts A, B(a) and C of the Project IV. Unallocated 1,790,000 TOTAL 8,000,000 1 12 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures for goods produced in, or services supplied from, the territories, and in the currency, of any country other than the Borrower; provided, however, that if the currency of the Borrower is also that of another country in the territories of which goods are produced or from the territories of which services are supplied, expenditures in such currency for such goods or services shall be deemed to be "foreign expenditures"; and (b) the term "total expenditures" means the aggregate of foreign and of expenditures for goods produced in, or services supplied from, the territories of the Borrower. 3. Notwithstanding the provisions of paragraph I above, no withdrawals shall be made in respect of: (a) expenditures prior to the date of this Agreement; and (b) payments for taxes imposed directly under the laws of the Borrower or laws in effect in its territories on goods or services, or on the importation, manufacture, procurement or supply thereof. To the extent that the amount represented by the percentage set forth in the third column of the table in paragraph I above in respect of any Category would exceed the amount payable net of all such taxes, such percentage shall be reduced to ensure that no proceeds of the Credit will be withdrawn on account of payments for such taxes. 4. Notwithstanding the allocation of an amount of the Credit set forth in the second column of the table in paragraph I above: (a) if the estimate of the expenditures under any Category shall decrease, the amount of the Credit then allocated to such Category and no longer required therefor will be reallocated by the Association by increasing correspondingly the unallocated amount of the Credit, (b) if the estimate of the expenditures tinder any Category shall increase, the percentage set forth in the third column ot the table in paragraph I above in respect of such expenditures shall be applied to the amount of such increase, and a corresponding amount will be allocated by the Association, at the request of the Borrower, to such Category from the unallocated amount of the Credit, subject, however, to the requirements for contingencies, as determined by the Association, in respect of any other expenditures; and 13 (c) if the Association shall have reasonably determined that the procurement of any item in any Category is inconsistent with the procedures set forth or referred to in Section 2.03 of this Agreement, no expenditures for such item shall be financed out of the proceeds of the Credit and the Association may, without in any way restricting or limiting any other right, power or remedy of the Association under this Agreement, by notice to the Borrower, cancel such amount of the Credit as in the Association's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Credit. 5. Notwithstanding the percentages set forth in the third column of the table in paragraph 1 above, if the estimate of total expenditures under Category I shall increase and no proceeds of the Credit are available for reallocation to such Category, the Association may, by notice to the Borrower, adjust the percentage then applicable to such expenditures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made. 14 SCHEDULE 2 Description of the Project The Project consists of the following parts: Part A. Pavement strengthening of primary roads as listed in Schedule 4 to this Agreement. Part B. Implementation of a four-year program to improve highway maintenance by: (a) The reorganization of maintenance operations and equipment repair, the training of all levels of DTP personnel and the provision of 4 fellowships for technical training abroad. (b) The purchase of highway maintenance equipment and spare parts, radio equipment, mobile scales and a weighbridge. (c) The improvement of workshops. Part C. (a) Preinvestment studies concerning the strengthening of paved roads as listed in Schedule 5 of this Agreement and the construc of the Louga-Keur Momar Sarr-N'Gnith road. (b) Review of feeder roads requirements. The Project is expected to be completed by December, 1977. 15 SCHEDULE 3 Procurement A. Contracts Governed by Guidelines for Procurement 1. With respect to any contract for civil works, bidders shall be required to prequalify. Invitations to prequalify shall be issued at least 45 days in advance of the date specified therein as the date of prequalification. The Borrower 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 the Borrower to the Association for its comments before the applicants are notified and the Borrower shall make such additions to or deletions from the said list as the Association shall reasonably request. 2. With respect to any contract for civil works or goods estimated to cost the equivalent of $5,000 or more: (a) identical or similar goods shall be grouped together whenever practicable for the purpose of bidding and procurement; (b) before bids are invited, the Borrower shall furnish to the Association, for its comments, the text of the invitations to bid and the specifications and other bidding documents, together with a description of the advertising procedure 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 or addition to the bidding documents shall require the Association's concurrence before it is issued to the prospective bidders; (c) invitations to bid shall include the following terms and conditions; (i) that at least 60 days are allowed for the submission of bids; (ii) that bids shall be accompanied by a bid bond or bank guarantee of at least 2% of the amount of the bid; (iii) that the successful bidder will be required to furnish a performance bond in an amount of at least 100% of the contract 16 price or a bank guarantee of at least 10% of such price, to remain in effect until acceptance of the works; and (iv) that the contract will provide for retentions of at least 10% under each of the contractor's monthly invoices until the amount thereof totals at least 5% of the contract price, one-half thereof to be released upon completion of the works or supply of the goods and the remainder, upon final reception of the works or the goods. (d) After bids have been received and evaluated, the Borrower shall, before a final decision on the award is made, inform the Association of the name of the bidder to 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 3.02 of this Agreement, on the evaluation and comparison of the bids received, together with the recommendations for award of the said 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 2.03 of this Agreement, promptly inform the Borrower and state the reasons for such determination. (e) The terms and conditions of the contract shall not, without 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 Association promptly after its execution and prior to the submission to the Association of the first application for withdrawal of funds from the Credit Account in respect to any such contract. 3. With respect to any other contract for goods and services, the Borrower shall furnish to the Association, promptly after its execution and prior to the submission to the Association of the first application for withdrawal of funds from the Credit Account in respect of 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 2.03 of this Agreement, promptly inform the Borrower and state the reasons for such determination. 17 B. Supplemental Rules on Bid Evaluation and Comparison for goods included in Category II of the table set out in paragraph 1 of Schedule 1 to this Agreement. 1. 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. (Dakar) 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 for Procurement. 2. 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 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. 3. A margin of preference may be granted by the Borrower to Preferred Domestic Bids. Such 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. 4. 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: I 18 Stage Bids to be Compared Preference I. All Preferred Domestic Bids None and Non-preferred Domestic Bids. II. (a) Lowest evaluated bid under Add Domestic Stage I, if Preferred Domestic Preference Bid, 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 evaluated bid under Stage 1, all Foreign Bids only. 5. The bidding documents shall clearly indicate any preference which will be granted to Preferred Domestic Bids, the information required to establish the 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. C. Rules Applicable for the Procurement of Certain Goods Included in Category II of the Table set out in Paragraph 1 of Schedule 1 to this Agreement. Notwithstanding the provisions included in the foregoing paragraphs of this Schedule the Association will permit, pursuant to the provisions of paragraph 1.2 of the Guidelines for Procurement, fuel and spare parts for improvement works included in such Category to be procured on the basis of quotations from local suppliers. I 19 SCHEDULE 4 List of Primary Roads to be Strengthened under Part A of the Project Sections of Primary Roads Approximate Length (kin) Rufisque-Bargny 4.7 Diam Niayes-Sebrikotane 5.5 N'Diass (PK55)-N'Guekhokh 16.0 M'Bour-Thiadiaye 27.9 Thiadiaye-Fateck 34.9 N'Gath-Birkelane 20.3 TOTAL 109.3 1 20 SCHEDULE 5 List of Paved Roads to be Studied under Part C(a) of the Project Road Number Sections of Pared Roads Approximate Length (kin) N2 Ross Bethio-Rosso 35 N2 Rosso-Dagana 36 N3 M'Backe-Touba 7 N5 Passy-Sokone 19 N5 Sokone-Karang 28 R30 Touba-Darou Mousty 28 D700 Keur Moussa-Kayar 18 D702 Tivaouane-M'Boro 17 TOTAL 188