Niger - Niamey International Airport Project : Credit 0473 - Project Agreement - Conformed

CONFORMED COPY CREDIT NUMBER 473 NIR Project Agreement (Niamey International Airport Project) BETWEEN INTERNATIONAL DEVELOPMENT ASSOCIATION AND AGENCE POUR LA SECURITE DE LA NAVIGATION AERIENNE EN AFRIQUE ET A MADAGASCAR DATED JUNE 19, 1974 CONFORMED COPY CREDIT NUMBER 473 NIR Project Agreement (Niamey International Airport Project) BETWEEN INTERNATIONAL DEVELOPMENT ASSOCIATION AND AGENCE POUR LA SECURITE DE LA NAVIGATION AERIENNE EN AFRIQUE ET A MADAGASCAR DATED JUNE 19, 1974 PROJECT AGREEMENT AGREEMENT, dated June 19, 1974, between INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association) and AGENCE POUR LA SECURITE DE LA NAVIGATION AERIENNE EN AFRIQUE ET A MADAGASCAR (hereinafter called ASECNA). WHEREAS by the Development Credit Agreement dated May 24, 1974 between the Republic of Niger (hereinafter called the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to five million dollars ($5,000,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that ASECNA agree to undertake such obligations toward the Association as hereinafter set forth; WHEREAS the Borrower has agreed to make available to ASECNA the proceeds of the credit provided for under the Development Credit Agreement on terms and conditions satisfactory to the Association; and WHEREAS ASECNA, in consideration of the Association's entering into the Development Credit Agreement with the Borrower, has agreed, for the purposes of the Project, 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. ASECNA shall carry out the Project described in Schedule 2 to the Development Credit Agreement, and shall supervise the construction of the works included in the Project, pursuant to the Contrat Spdcial and with due diligence and efficiency and in conformity with appropriate administrative, financial and engineering practices. 4 Section 2.02. In carrying out the Project, ASECNA shall employ contractors acceptable to the Association upon terms and conditions satisfactory to the Association. Section 2.03. ASECNA shall duly perform all its obligations under the Contrat Particulier and the Contrat Spdcial. Except as the Association shall otherwise agree, ASECNA shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving said agreements or any provision thereof. 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 I to this Agreement. Section 2.05. (a) ASECNA 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 their acquisition, transportation and delivery to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable by ASECNA to replace or repair such goods. (b) Except as the Association may otherwise agree, ASECNA 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 2.06. (a) ASECNA shall furnish to the Association promptly upon their preparation, the plans, specifications, contract documents and construction and procurement schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Association shall reasonably request. (b) ASECNA: (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 o.ut 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 5 Project, the expenditure of the proceeds of the Credit so made available to it and the goods and services financed out of such proceeds. Section 2.07. Except as the Association shall otherwise agree, ASECNA shall not, during the execution of the Project, undertake or execute, for its account or for the account of any third party or parties, any new project or development which might materially and adversely affect the carrying out of the Project. ARTICLE III Management and Operations of ASECNA Section 3.01. ASECNA shall, at all times, manage its affairs, plan its future expansion and carry on its operations, all in accordance with appropriate business, financial and aviation practices, under the supervision of experienced and competent management. Section 3.02. (a) ASECNA shall take all steps necessary to acquire, maintain and renew all rights, powers, privileges and franchises which are necessary or useful in the conduct of its business and for the execution and operation of the Project. (b) ASECNA shall, at all times, operate and maintain the facilities of the Airport and promptly make all necessary repairs and renewals thereof, in accordance with sound engineering and public utility practices. Section 3.03. ASECNA 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 appropriate airport insurance practice. ARTICLE IV Financial Covenants Section 4.01. ASECNA shall maintain records adequate to reflect in accordance with consistently maintained sound accounting practices, the operations and financial condition of the Airport. Section 4.02. ASECNA shall for each fiscal year: (i) prepare, promptly after the end of each fiscal year of ASECNA, pro forna profit and loss and source and application of funds statements for the Airport, in a form acceptable to the Association; (ii) have such statements for each fiscal year audited, in accordance 6 with sound auditing principles consistently applied, by an auditor acceptable to the Association; (iii) furnish to 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 such statements for such year as so audited and (B) the report of such audit by said auditor, of such scope and in such detail as the Association shall have reasonably requested; and (iv) furnish to the Association such other information concerning such statements and the audit thereof as the Association shall from time to' time reasonably request. ARTICLE V Consultation, Information and Inspection Section 5.01. The Association and ASECNA shall cooperate fully to assure that the purposes of the Credit will be accomplished. To that end, the Association and ASECNA 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 ASECNA and other matters relating to the purpose of the Credit. Section 5.02. The Association and ASECNA 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 performance by either of them of its obligations under this Agreement or the performance by the Borrower and ASECNA of their respective obligations under the Contrat Special. Section 5.03. ASECNA shall enable the Association's representatives to examine all sites, works, properties and equipment of ASECNA in Niger and any relevant records and documents. ARTICLE VI Effective Date; Termination; Cancellation and Suspension Section 6.01. This Agreement shall come into force and effect on the Effective Date. Section 6.02. (a) This Agreement and all obligations of the Association and of ASECNA thereunder shall terminate on the earlier of the following three dates: 7 (i) the date on which the Development Credit Agreement shall terminate in accordance with its terms; (ii) a date 26 years after the date of this Agreement; or (iii) the date on which the Contrat Particulier shall have been terminated by mutual agreement between the parties thereto. (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 ASECNA of this event. (c) If the Contrat Particulier is terminated by mutual agreement between the parties thereto before the date specified in paragraph (a)(ii) of this Section, ASECNA shall promptly notify the Association of this event. Section 6.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under 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 Cable address: INDEVAS Washington, D.C. 8 For ASECNA: Agence pour la Securitd de la Navigation Adrienne en Afrique et a Madagascar BP 3144 Dakar, Senegal Cable address: ASECNA DAKAR 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 ASECNA may be taken or executed by the Director General or such other person or persons as the Director General shall designate in writing. Section 7.03. ASECNA shall furnish to the Association sufficient evidence of the authority and the authenticated specimen signature of the person or persons who will, on behalf of ASECNA, take any action or execute any documents required or permitted to be taken or executed by ASECNA 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 DEVELOPMENT ASSOCIATION By /s / Roger Chaufournier Regional Vice President Western Africa AGENCE POUR LA SECURITE DE LA NAVIGATION AERIENNE EN AFRIQUE ET A MADAGASCAR By /s/ Amadou Cheiffou Authorized Representative 9 SCHEDULE I Procurement Part I. Bidding Procedures and Approvals by the Association 1. With respect to any contract for civil works, and with respect to any contract for goods estimated to cost the equivalent of $25,000 or more: (a) If contractors for civil works shall be required to prequalify, ASECNA 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 contractors, together with a statement of their qualifications and of the reasons for the exclusion of any applicant for prequalification, shall be furnished by ASECNA to the Association for its comments before the applicants are notified and ASECNA shall make such additions to or deletions from the said list as the Association shall reasonably request. (b) Before bids are invited, ASECNA 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, ASECNA 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 on the evaluation and comparison of the bids received, together with 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 ASECNA and the Borrower, state the reasons for such determination and advise ASECNA of any cancellation pursuant to the provisions of this paragraph. (d) The terms and conditions of the contract shall not, without the Association's concurrence, materially differ from those on which bids were asked. 10 (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 contract for goods, ASECNA 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 ASECNA and the Borrower, state the reasons for such determination and advise ASECNA of any cancellation pursuant to the provisions of paragraph (c) of this Schedule. Part II. Preferences for Domestic Civil Works Contractors I. With respect to any contract for civil works included under Category I of the table set forth in Schedule I to the Development Credit Agreement, the Borrower may grant a margin of preference to domestic contractors, as determined by the Borrower, in accordance with, and subject to, the following provisions: (a) Contractors shall be required to prequalify. 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. Applicants applying for preference shall be asked to provide such information, including details of ownership, as the Borrower shall require to determine whether according to the Borrower's established classification a particular firm or group of firms qualifies for a domestic preference. A list of prequalified contractors identifying those eligible for preference, together with a statement of their qualifications and of the reasons for the exclusion of any applicant for prequalification or eligibility for preference, shall be furnished by the Borrower to the Association for its comments and the Borrower shall make such additions to or deletions from the said list as the Association shall reasonably request before the applicants are invited to bid. (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 procedures to be followed for the bidding, and shall make such modifications in the said documents or procedure as the Association shall reasonably request. The bidding 11 documents shall clearly indicate any preference which will be granted and the method that will be followed in the evaluation and comparison of bids to give effect to such preference. 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 reviewed by the Borrower, responsive bids will be classified into the following groups: (i) bids offered by domestic contractors eligible for preference; and (ii) bids offered by other contractors. For the purpose of evaluation and comparison of bids an amount equal to 7-1/2% of the bid amount shall be added to bids received under group (ii) above.