Tanzania - Kidatu Hydroelectric Project-Second Stage : Loan 1306 - Special Action Credit Agreement - Conformed

DOCUMNTSJ SPECIAL ACTION CREDIT NUMBER 55 TA Special Action Credit Agreement (Kidatu Hydroelectric Project - Second Stage) between UNITED REPUBLIC OF TANZANIA and INTERNATIONAL DEVELOPMENT ASSOCIATION as ADMINISTRATOR of the SPECIAL ACTION ACCOUNT established with funds contributed by the MEMBER STATES of the EUROPEAN ECONOMIC COMMUNITY Dated , 1980 SPECIAL ACTION CREDIT AGREEMENT AGREEMENT, dated , 1980, between UNITED REPUBLIC OF TANZANIA (the orrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION as ADMINISTRATOR of the Special Action Account established with funds contributed by the MEMBER STATES of the EUROPEAN ECONOMIC COMMUNITY. WHEREAS (A) by the Agreement, dated May 2, 1978, between the International Developmint Association (hereinafter called IDA) and the European Economic Community and its Member States there has been established by IDA a Special Action Account constituted by the funds which shall be contributed by the Member States of the European Economic Community and administered by IDA, acting as Administrator of such Special Action Account, for the purpose of, and in accordance with, the provisions of said Agreement; (B) the Borrower has requested the Administrator for assistance from the resources of the Special Action Account in the financing of a project described in Schedule 2 to this Agreement and the Administrator has determined that such assistance would be in accordance with the provisions of the Agreement of May 2, 1978 referred to above; (C) the International Bank for Reconstruction and Develop- ment (hereinafter called the Bank) has provided assistance towards the financing of the Project by a loan agreement dated August 12, 1976, between the Borrower and the Bank (hereinafter referred to as the Loan Agreement); (D) the Kingdom of Sweden (hereinafter called Sweden, has provided assistance towards the financing of the Project by a development co-operation agreement dated August 12, 1976, between the Borrower and Sweden (hereinafter called the Swedish Agree- ment); (E) the Federal Republic of Germany, acting through the Kreditanstalt fUr Wiederaufbau, (hereinafter called KfW), has provided assistance towards the financing of the Project by an agreement dated August 11, 1977, between the Borrower and KfW (hereinafter called KfW Agreement); (F) the Project is being carried out at present, and will continue to be carried out by, the Tanzania Electric Supply Company Limited (hereinafter called TANESCO) with the Borrower's -2- assistance and, as part of such assistance, the Borrower will make available to TANESCO the proceeds of the Special Action Credit as hereinafter provided; and WHEREAS the Administrator has agreed, on the basis inter alia of the foregoing, to extend the Special Action Credit to the Borrower upon the terms and conditions hereinafter set forth and in the Project Agreement of even date herewith between the Admini- strator and TANESCO; NOW THEREFORE the parties hereto hereby agree as follows: 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 International Development Association, dated March 15, 1974, with the same force and effect as if they were fully set forth herein, subject, however, to the following modifications thereof (said General Conditions Applicable to Development Credit Agreements of the International Development Association, as so modified, being hereinafter called the General Conditions): (a) the term "Association", wherever used in the General Conditions, means the International Development Association acting as the Administrator of the Special Action Account referred to in the Preamble to this Special Action Credit Agreement; (b) the terms "Development Credit Agreement" and "Credit", wherever used in the General Conditions are amended to read "Special Action Credit Agreement" and "Special Action Credit", respectively; (c) Sections 4.01, 4.02, 4.03, 4.04 and the second sentence of Section 5.01 are deleted; and (d) in Sections 6.02 and 7.01, the term "Association" shall also include the International Development Association acting in its own capacity. Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the -3- General Conditions and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Member States" means the Member States of the European Economic Community, i.e. Belgium, Denmark, The Federal Republic of Germany, France, Ireland, Italy, Luxembourg, The Netherlands and The United Kingdom; (b) "Administrator" means the International Development Association acting as Administrator of the Special Action Account referred to in the Preamble to this Special Action Credit Agree- ment; (c) "Project Agreement" means the agreement between the Administrator and TANESCO of even date herewith, as the same may be amended from time to time, and such term includes all schedules to the Project Agreement and all agreements supplemental to the Project Agreement; (d) "Joint Financing Agreement" means the agreement dated August 12, 1976, among the Borrower, Sweden, the Bank, the Asso- ciation and TANESCO, as the same may be amended from time to time, and such term includes all schedules to the Joint Financing Agreement; and (e) "Subsidiary Loan Agreement" means the agreement to be entered into between the Borrower and TANESCO pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time, and such term includes all schedules to the Subsidiary Loan Agreement. ARTICLE II The Special Action Credit Section 2.01. The Administrator agrees to lend to the Bor- rower on the terms and conditions in the Special Action Credit Agreement set forth or referred to, the following currency amounts: Seven million nine hundred forty-two thousand Belgian francs (BF7,942,000); Nine hundred eighty- eight thousand Danish kroner (DK988,000); -4- Three million eight hundred eighteen thousand Deutsche marks (DM39818,000); Four million thirty- six thousand French francs (FF490369000); Eight thousand eight hundred Irish pounds (IrL8,8OO); Four hundred sixty- eight million three hundred nineteen thousand Italian lire (ItL46893199000); Two hundred fifty thousand Luxembourg francs (LF2509000); One million fifty- five thousand Netherlands guilders (Dfl 1,055,000); and Nine hundred seventy- three thousand three hundred Pounds sterling (I973,800). Section 2.02. (a) The proceeds of the Special Action Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and the Administrator, for expenditures made (or, if the Administrator shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Special Action Credit. (b) Withdrawals shall be made only on account of expendi- tures (i) in the currency of the Borrower, or (ii) for goods produced in, or services supplied from, (A) any of the Member States and (B) any developing country which is a member of the International Development Association and could be the recipient of a special action credit, as determined by the Administrator. (c) Withdrawals from the Credit Account shall be made in the respective currencies in which the expenditures to be financed out of the proceeds of the Special Action Credit have been paid or are payable or, at the option of the Administrator, in such currency or currencies as the Administrator shall from time to time select. Section 2.03. Except as the Administrator shall otherwise agree, procurement of the goods and civil works to be financed out -5- of the proceeds of the Special Action Credit shall be governed by the provisions of Schedule 3 to this Agreement. Section 2.04. The Closing Date shall be December 31, 1981, or such later date as the Administrator shall establish. The Admini- strator shall promptly notify the Borrower of such later date. Section 2.05. (a) The Borrower shall pay to the Administrator a service charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum, on each of the various currency amounts with- drawn from the Credit Account and outstanding from time to time. The amounts of service charge in various currencies so found, and additional service charges (if any) payable pursuant to Section 3.02 of the General Conditions, shall be payable in the currency of United Kingdom of Great Britain and Northern Ireland, or in another currency selected by the Administrator in accordance with the provisions of paragraph (b) of this Section, after their conversion into such currency on the basis of exchange rates determined in accordance with the provisions of Section 4.05 of the General Conditions. (b) If the Administrator shall at any time determine that the currency so specified or selected is not freely convertible or freely exchangeable by the International Development Association for currencies of other members of the International Development Association for the purposes of its operations, service charges shall be payable in such other currency as the Administrator may select for such purposes and shall notify in writing to the Borrower, whereupon, commencing thirty days after the date of such notice, service charges shall be payable in such other currency. Section 2.06. Service charges shall be payable semiannually on May 1 and November 1 in each year. Section 2.07. (a) The Borrower shall repay the principal amount of the Special Action Credit in semiannual installments payable on each May 1 and November 1 commencing May 1, 1990, and ending November 1, 2029, each installment to and including the installment payable on November 1, 1999, 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. (b) Each of the installments payable pursuant to paragraph (a) of this Section shall be the aggregate of such amounts in the various currencies withdrawn from the Credit Account as shall be found by multiplying the total amount in each currency so with- drawn by the applicable installment percentage as specified in -6- paragraph (a) of this Section, unless the Administrator shall otherwise specify by notice to the Borrower prior to each payment date for the purpose of avoiding the payment of fractional cur- rency amounts. (c) If withdrawal shall have been made in a currency which the Administrator shall have purchased with one or more other currencies for the purpose of such withdrawal, the portion of the Special Action Credit so withdrawn shall, for the purpose of paragraph (b) of this Section, be deemed to have been withdrawn in the currency or currencies used by the Administrator for such purchase in the amounts of such currency or currencies so used. (d) The Administrator will, at the request of the Borrower and on such terms and conditions as the Administrator shall determine, use its best efforts to purchase any currency needed by the Borrower for payment of principal required under this Agree- ment upon payment by the Borrower of sufficient funds therefor in a currency or currencies to be specified by the Administrator from time to time. In purchasing the currencies required the Adminis- trator shall be acting as agent of the Borrower and the Borrower shall be deemed to have made any payment required under this Agreement only when and to the extent that the Administrator has received such payment in the currency or currencies required. Section 2.08. TANESCO is designated as representative of the Borrower for the purposes of taking any action required or permit- ted to be taken under the provisions of Section 2.02 of this Agreement and Article V of the General Conditions. ARTICLE III Execution of the Project Section 3,0l. (a) Without any limitation or restriction upon any of its other obligations under the Special Action Credit Agreement, the Borrower shall cause TANESCO to perform in accord- ance with the provisions of the Project Agreement and the Sub- sidiary Loan Agreement all the obligations therein set forth, shall take and cause to be taken all action, including the provi- sion of funds, facilities, services and other resources, necessary or appropriate to enable TANESCO to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. (b) The Borrower shall relend the proceeds of the Special Action Credit to TANESCO under a subsidiary loan agreement to be -7- entered into between the Borrower and TANESCO under terms and conditions which shall have been approved by the Administrator. (c) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Administrator and to accomplish the purposes of the Special Action Credit, and except as the Administrator shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. ARTICLE IV Other Covenants Section 4.01. The Borrower and the Administrator shall review from time to time the qualifications and experience that will be regarded as appropriate by the Borrower for appointments to the position of general manager of TANESCO. Section 4.02. Whenever there is reasonable cause to believe that the funds available to TANESCO will be inadequate to meet the estimated expenditures required for the carrying out of the Project, the Borrower and the Administrator shall exchange views thereon, and the Borrower shall make arrangements satisfactory to the Administrator to provide TANESCO or cause TANESCO to be provided with such funds as are needed to meet such expenditures. Section 4.03. The Borrower shall continue to take all appro- priate measures required on the basis of the recommendation of the study of the ecological impact of the construction of the dam included in Part B of the Project. Section 4.04. The Borrower shall not permit substantial abstraction of water from the Great Ruaha River or its tributaries upstream of Kidatu that would reduce the potential output of the Kidatu generating station. Section 4.05. The Borrower shall take or cause to be taken from time to time all measures required on its part in order to enable TANESCO to adjust its tariffs for electric power ser- vices and to carry out its obligations under Section 4.05 of the Project Agreement. ARTICLE V Remedies of the Administrator Section 5.01. For the purposes of Section 6.02 of the General Conditions the following additional events are specified pursuant to paragraph (h) thereof: -8- (a) TANESCO shall have failed to perform any of its cove- nants, agreements or obligations under the Project Agreement; (b) an extraordinary situation shall have arisen which shall make it improbable that TANESCO will be able to perform its obligations under the Project Agreement; (c) the Electricity (Tanganyika Electric Supply Company Limited) License, 1957 or the Agreement dated February 28, 1957, between the governor of Tanganyika and TANESCO shall have been amended, suspended, abrogated, repealed or waived in such a way as to materially and adversely affect the ability of TANESCO to carry out the covenants, agreements and obligations set forth in the Project Agreement; (d) the Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablish- ment of TANESCO or for the suspension of its operations; (e) a change shall have been made in TANESCO's Memorandum or Articles of Agreement which will adversely affect the opera- tions or financial condition of TANIESCO or the carrying out of the Project; and (f) (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of any grant, loan or credit made to the Borrower for the financing of the Project shall have been suspended, cancelled or terminated in whole or in part, pursuant to the terms of the agreement providing therefor; or (B) any such loan or credit shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and -9- (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 5.02. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified pursuant to paragraph (d) thereof: (a) any event specified in paragraphs (a), (b), (c), (d) and (e) of Section 5.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof shall have been given by the Administrator to the Borrower; and (b) any event specified in paragraph (f) (i) (B) of Section 5.01 of this Agreement shall occur. ARTICLE VI Effective Date; Termination Section 6.01. The following events are specified as addi- tional conditions to the effectiveness of the Special Action Credit Agreement within the meaning of Section 12.01 (b) of the General Conditions: (a) the Agreement Amending the Joint Financing Agreement has been executed on behalf of the Borrower, Sweden, the Bank and TANESCO; and (b) the Subsidiary Loan Agreement has been executed on behalf of the Borrower and TANESCO. Section 6.02. The following are specified as additional matters, within the meaning of Section 12.02 (b) of the General Conditions, to be included in the opinion or opinions to be furnished to the Administrator: (a) that the Project Agreement has been duly authorized or ratified by TANESCO, and is legally binding upon TANESCO in accordance with its terms; and (b) that the Subsidiary Loan Agreement has been duly author- ized or ratified by the Borrower and TANESCO and is legally binding upon the Borrower and TANESCO in accordance with its terms. - 10 - Section 6.03. The date ) is hereby specified for the purposes of Section 12.04 of the General Condi- tions. Section 6.04. The obligations of the Borrower under Sections 4.03 and 4.04 of this Agreement and the provisions of paragraph (a) of Section 5.02 of this Agreement shall cease and determine on the date on which the Special Action Credit Agreement shall terminate or on a date 20 years after the date of this Agreement, whichever shall be the earlier. ARTICLE VII Representative of the Borrower; Addresses Section 7.01. Subject to the provisions of Section 2.08 of this Agreement, the Minister of the Borrower at the time respon- sible for Finance is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: 'For the Borrower: Ministry of Finance P.O. Box 9111 Dar es Salaam United Republic of Tanzania Cable address: TREASURY Dar es Salaam For the Administrator: Administrator of the Special Action Account (International Development Association) 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) - 11 - IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. UNITED REPUBLIC OF TANZANIA By Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION as ADMINISTRATOR of the SPECIAL ACTION ACCOUNT established with funds contributed by the MEMBER STATES of the EUROPEAN ECONOMIC COMMUNITY By 1st V %i L' fo w Regional Vice President Eastern Africa - 12 - SCHEDULE 1 Withdrawals of the Proceeds of the Special Action Credit 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Special Action Credit, the allocation of the amounts of the Special Action Credit to each Category and the percentage for items so to be financed in each Category: Amount of the Special Action Credit % of Allocated (Expressed Expenditures Category in Dollar Equivalents) to be Financed (1) Civil works 6,500,000 75% under Part B of the Project (2) Unallocated 500,000 TOTAL 7,000,000 2. The total dollar amount shown in the foregoing table shall be adjusted from time to time as required to reflect the aggregate dollar equivalent of the unwithdrawn currency amounts in the Credit Account; the unallocated dollar amount shall be adjusted accordingly. 3. The disbursement percentages have been calculated in com- pliance with the policy of the Administrator that no proceeds of the Special Action Credit shall be disbursed on account of payments for taxes levied by, or in the territory of, the Borrower on goods or services, or on the importation, manufacture, procure- ment or supply thereof; to that end, if the amount of any such taxes levied on or in respect of any item to be financed out of the proceeds of the Special Action Credit decreases or increases, the Administrator may, by notice to the Borrower, increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Administrator. - 13 - 4. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expen- ditures prior to the date of this Agreement. 5. Notwithstanding the allocation of an amount of the Special Action Credit or the disbursement percentages set forth in the table in paragraph 1 above, if the Administrator has reasonably estimated that the amount of the Special Action Credit then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Administrator may, by notice to the Burrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Special Action Credit which are then allocated to another Category and which in the opinion of the Administrator are not needed to meet other expenditures; and (ii) if such reallocation cannot fully meet the estimated short- fall, reduce the disbursement percentage then applicable to such expenditures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made. 6. If the Administrator shall have reasonably determined that the procurement of any item in any Category is inconsistent with the procedures set forth or referred to in this Special Action Credit Agreement, no expenditures for such item shall be financed out of the proceeds of the Special Action Credit and the Admin- istrator may, without in any way restricting or limiting any other right, power or remedy of the Administrator under the Special Action Credit Agreement, by notice to the Borrower, cancel such currency amounts of the Special Action Credit as, in the Adminis- trator's reasonable opinion, represent the currency amounts which would otherwise have been eligible for withdrawal out of the proceeds of the Special Action Credit in respect of such expendi- tures. - 14 - SCHEDULE 2 Description of the Project The Project consists of the following Parts: Part A: Extension of the existing hydroelectric power station at Kidatu by the installation of two additional power generating units of 50-MW each. Part B: Construction of a concrete dam at Mtera (including related mechanical and electrical works) on the Great Ruaha River designed to form a water reservoir adequate for seasonal regulations. Part C: Installation of a 90 MVA transformer station at Morogoro. Part D: A training program for TANESCO's middle level management and professional staff. The Project is expected to be completed by June 30, 1981. - 15 - SCHEDULE 3 Procurement A. International Competitive Bidding 1. Subject to the eligibility restrictions set forth in Section 2.02 (b) of this Agreement, goods and civil works shall be pro- cured under contracts awarded in accordance with procedures consistent with those set forth in the "Guidelines for Procurement under World Bank Loans and IDA Credits" published by the Bank in March 1977 (hereinafter called the Guidelines), on the basis of international competitive bidding as described in Part A of the Guidelines. 2. For goods and works to be procured on the basis of inter- national competitive bidding, in addition to the requirements of paragraph 1.2 of the Guidelines, the Borrower shall prepare and forward to the Administrator as soon as possible, and in any event not later than 60 days prior to the date of availability to the public of the first tender or prequalification documents relating thereto, as the case may be, a general procurement notice, in such form and detail and containing such information as the Adminis- trator shall reasonably request; the Administrator will arrange for the publication of such notice in order to provide timely notification to prospective bidders of the opportunity to bid for the goods and works in question. The Borrower shall provide the necessary information to update such notice annually so long as any goods or works remain to be procured on the basis of interna- tional competitive bidding. 3. Bidders for the works included in Part B of the Project shall be prequalified as described in paragraph 1.3 of Part A of the Guidelines. 4. For the purpose of evaluation and comparison of bids for the supply of goods to be procured on the basis of international competitive bidding: (i) bidders shall be required to state in their bid the c.i.f. (port of entry) price for the imported goods, or the ex-factory price or off-the-shelf price of other goods, offered in such bid; and (ii) customs duties and other import taxes levied in connection with the importation, or the sales and similar taxes levied in connection with the sale or delivery, pursuant to the bid, of the goods shall not be taken into account in the evaluation of the bids. - 16 - B. Preference for Domestic Manufacturers In the procurement of goods in accordance with the procedures described in Part A of this Schedule, goods manufactured in Tanzania may be granted a margin of preference in accordance with, and subject to, the following provisions: 1. All bidding documents for the procurement of goods shall clearly indicate any preference which will be granted, the information required to establish the eligibility of a bid for such preference and the following methods and stages that will be followed in the evaluation and comparison of bids. 2. After evaluation, responsive bids will be classified in one of the following three groups: (1) Group A: bids offering goods manufactured in Tanzania if the bidder shall have established to the satisfaction of the Borrower and the Admini- strator that the manufacturing cost of such goods includes a value added in Tanzania equal to at least 20% of the ex-factory bid price of such goods. (2) Group B: all other domestic bids. (3) Group C: bids offering any other goods. 3. In order to determine the lowest evaluated bid of each group, all evaluated bids in each group shall first be compared among themselves, without taking into account customs duties and other import taxes levied in connection with the importation, and sales and similar taxes levied in connection with the sale or delivery, pursuant to the bids, of the goods. Such lowest eval- uated bids shall then be compared with each other, and if, as a result of this comparison, a bid from group A or group B is the lowest, it shall be selected for the award. 4. If, as a result of the comparison under paragraph 3 above, the lowest bid is a bid from group C, all group C bids shall be further compared with the lowest evaluated bid from group A after adding to the evaluated bid price of the imported goods offered in each group C bid, for the purpose of this further comparison only, an amount equal to: (i) the amount of customs duties and other import taxes which a non-exempt importer would - 17 - have to pay for the importation of the goods offered in such group C bid; or (ii) 15% of the c.i.f. bid price of such goods if said customs duties and taxes exceed 15% of such price. If the group A bid in such further comparison is the lowest, it shall be selected for the award; if not, the bid from group C which as a result of the comparison under paragraph 3 is the lowest evaluated bid shall be selected. C. Preference for Domestic Contractors With respect to the evaluation of bids for any contract for civil works included under Category (1) of the table set forth in Schedule 1 to this Agreement and to be procured in accordance with the procedures described in Part A of this Schedule, the Borrower may grant a margin of preference of 7-1/2% to domestic contractors, in accordance with, and subject to, the following provisions: 1. Contractors shall be required to prequalify as provided in Part A of this Schedule and applicants for qualification applying for such preference shall be asked to provide, as part of the data for qualification, such information, including details of ownership, as shall be required to determine whether, according to the classification established by the Borrower and accepted by the Administrator, a particular firm or group of firms qualifies for a domestic preference. The bidding documents shall clearly indicate the preference and the method that will be followed in the evaluation and comparison of bids to give effect to such preference. 2. 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. E. Review of Procurement Decisions by the Administrator 1. Review of prequalification. The Borrower shall, before qualification is invited, inform the Administrator in detail of - 18 - the procedure to be followed, and shall introduce such modi- fications in said procedure as the Administrator shall reasonably request. The list of prequalified bidders, together with a state- ment of their qualifications and, where applicable, of their eligibility for domestic preference under Part C above and of the reasons for the exclusion of any applicant for prequalifi- cation and for such eligibility shall be furnished by the Borrower to the Administrator for its comments before the applicants are notified of the Borrower's decision, and the Borrower shall make such additions to, deletions from, or modifications in, the said list as the Administrator shall reasonably request. 2. Review of invitations to bid and of proposed awards and final contracts: With respect to all contracts estimated to cost the equi- valent of $120,000 or more: (a) Before bids are invited, the Borrower shall furnish to the Administrator, for its comments, the text of the invita- tions 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 procedures as the Administrator shall reasonably request. Any further modification to the bidding documents shall require the Administrator's concurrence before it is issued to the prospective bidders. (b) After bids have been received and evaluated, the Bor- rower shall, before a final decision on the award is made, inform the Administrator of the name of the bidder to which it intends to award the contract and shall furnish to the Administrator, in sufficient time for its review, a detailed report on the evaluation and comparison of the bids received, and such other information as the Administrator shall reasonably request. The Administrator shall, if it determines that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform the Borrower and state the reasons for such determination. (c) The terms and conditions of the contract shall not, without the Administrator's concurrence, materially differ from those on which bids were asked or prequalification invited. (d) Two conformed copies of the contract shall be furnished to the Administrator promptly after its execution and prior to - 19 - the submission to the Administrator of the first application for withdrawal of funds from the Credit Account in respect of such contract. 3. With respect to each contract not governed by the preceding paragraph, the Borrower shall furnish to the Administrator, promptly after its execution and prior to the submission to the Administrator of the first application for withdrawal of funds from the Credit Account in respect of such contract, two conformed copies of such contract, together with the analysis of the respective bids, recommendations for award and such other informa- tion as the Administrator shall reasonably request. The Adminis- trator shall, if it determines that the award of the contract was not consistent with the Guidelines or this Schedule, promptly inform the Borrower and state the reasons for such determination. 4. Before agreeing to any material modification or waiver of the terms and conditions of a contract, or granting an exten- sion of the stipulated time for performance of such contract, or issuing any change order under such contract (except in cases of extreme urgency) which would increase the cost of the contract by more than 20% of the original price, the Borrower shall inform the Administrator of the proposed modification, waiver, extension or change order and the reasons therefor. The Administrator, if it determines that the proposal would be inconsistent with the provisions of this Agreement, shall promptly inform the Borrower and state the reasons for its determination. INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Development Association. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Association thereunto the day of y u , 19to v FOR SECRETARY