Jordan - Tourism Project : Credit 0639 - Credit Agreement - Conformed

CONFORMED COPY CREDIT NUMBER 639-JO DEVELOPMENT CREDIT AGREEMENT (Tourism Project) between THE HASHEMITE KINGDOM OF JORDAN and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated August 12, 1976 DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated August 12, 1976, between THE HASHEMITE KING- DOM OF JORDAN (hereinafter called the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). -2- 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 March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Development Credit Agree- ments of the Association being hereinafter called the General Con- ditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the Gen- eral Conditions have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "MTA" means the Borrower's Ministry of Tourism and Antiquities; (b) "Project Coordinating Committee" means the committee re- ferred to in Section 3.06 of this Agreement, and "Project Unit" means the organizational unit in MTA referred to in Section 3.06 of this Agreement; (c) "Petra Basin" means the ancient city of Petra, starting at the eastern entrance to the Siq, extending to the north one kilometer up the Wadi Mataha and the Wadi Turkamanya, to the high point of El Deir Qasr to the west and the general ridge line to the south; - 3 - (d) "Petra Entrance" means the area of approximately one square kilometer between the developed limits of the municipality of Wadi Musa and the entrance to the Siq; (e) "Jerash" means the provincial Roman City of Jerash bounded by the ancient walls of the city to the north including the north gate, the west and south, and to the east by the main water course and including the general area of the East Baths; (f) "Project Areas" means Petra Basin, Petra Entrance and Jerash; and (h) "Nazzal Camp" means the two-story structure containing a restaurant and guest rooms and the surrounding campgrounds, adjacent to Qasr El Bint in Petra Basin. ARTTCLE IT The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions in the Development Credit Agreement set forth or referred to, an amount in various currencies equivalent to six million dollars ($6,000,000). 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 may be amended from time to time by agreement between the Borrower and the Association, for expenditures made (or, if the Association shall so agree, to be made) in respect of the reasonable cost of goods and services re- quired for the Project described in Schedule 2 to this Agreement and to be financed out of the proceeds of the Credit. Section 2.03. Except as the Association shall otherwise agree, the goods and works for the Project shall be procured in accor- dance with the provisions of Schedule 3 to this Agreement. Section 2.04. The Closing Date shall be June 30, 1980 or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one ner cent (3/4 of 11) per annum on thp princIpal amount of the Credit withdrawn and outstandinF from tiri to time. -5- Section 2.06. Service charges shall be payable semi-annually on May 15 and November 15 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semi-annual installments payable on each May 15 and November 15 commencing May 15, 1986, and ending November 15, 2025, each installment to and including the installment payable on November 15, 1995 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 United States of America is hereby specified for the purposes of Section 4.02 of the Gen- eral Conditions. ARTICLE III Execution of the Project Section 3.01. (a) The Borrower shall carry out the Project through the Project Unit with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and archaeological practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. (b) In order to carry out the Project, the Borrower shall cause: (i) its Telecommunications Corporation to implement the installation and operation of the new telephone exchange facility included under the Project; (ii) its Water Supply Corporation and the municipality of Wadi Musa to assist MTA in the installation and operation of the water supply components included under the Project; and (iii) its Ministry of Municipalities and Rural Affairs to implement the installation and operation of the electric power distribution system included under the Project. I Section 3.02. The Borrower shall ensure that the following consultants and experts acceptable to the Association shall be employed by the Project Unit, upon terms and conditions satisfactory to the Association, to assist in the carrying out of the Project: (a) consultants to complete the final designs related to Parts A, B (1), B (2), C (1) and C (2) of the Project and supervise in the execution of said Parts of the Project; and (b) experts in archeology, museology and park management service. Section 3.03. (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, the Bor- rower shall cause all goods and services financed out of the pro- ceeds of the Credit to be used exclusively for the Project. Section 3.04. (a) The Borrower shall furnish to the Associa- tion, promptly upon their preparation, the plans, specifications, reports, contract documents and work and procurement schedules for the Project, and any material modifications thereof or addi- tions thereto, in such detail as the Association shall reasonably request. - 8 - (b) The Borrower: (i) shall maintain records adequate to record the progress of the Project (including the cost thereof) and to identify the goods, works and 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 represen- tatives to visit the facilities and construction sites included in the Project and to examine the goods financed out of the pro- ceeds of the Credit and any relevant records and documents; and (iii) shall furnish to the Association all such information as the Association shall reasonably request concerning the Project, the expenditure of the proceeds of the Credit and the goods, works and services financed out of such proceeds. Section 3.05. The Borrower shall take or cause to be taken all such action as shall be necessary to acquire as and when needed all such land and rights in respect of land as shall be required for carrying out the Project and shall furnish to the Association, promptly after such acquisition, evidence satisfactory to the Asso- ciation that such land and rights in respect of land are available for purposes related to the Project. Section 3.06. The Borrower shall establish and maintain the Project Coordinating Committee and the Project Unit with such powers, staff and resources as set forth in Schedule 4 to this Agreement. Section 3.07. Except as the Association shall otherwise agree, the Borrower shall cause the Project Unit to prepare not later than January 1, 1977, a critical path chart acceptable to the Association for the implementation and control of the execution -9- of the Project, to review such chart periodically, and furnish quarterly to the Association the results of such reviews. Section 3.08. The Borrower shall not later than July 1, 1977 issue regulations acceptable to the Association designed to protect the antiquities and environment in and around the Project Areas. Section 3.09. The Borrower shall: (i) cause the establishment not later than December 31, 1976 of a timetable satisfactory to the Association for the resettlement of Bedouin families described in Part B (4) of the Project; (ii) cause the Project Unit to imple- ment Part B (4) of the Project in accordance with such timetable; (iii) grant priority to the Bedouins for employment generated by the Project; and (iv) provide occupational assistance to said Bedouins. Section 3.10. The Borrower shall ensure that: (i) the Nazzal Camp lease shall not be renewed upon its expiration, and (ii) the Nazzal Camp visitor facilities in the Petra Basin shall be removed not later than December 31, 1979. Section 3.11. The Borrower shall take all such action as shall be necessary to complete not later than June 30, 1978, the expan- sion plan for the Wadi Musa municipal water supply system to ensure the provision of adequate and timely supplies of water for the fac- ilities included under Parts A and B of the Project. - 10 - ARTICLE IV Other Covenants Section 4.01. (a) The Borrower shall cause records to be established and maintained adequate to reflect in accordance with a system of commercial accounts acceptable to the Association the operations and financial condition of the Project Unit and units operating other facilities provided under the Project. (b) The Borrower shall cause the Project Unit and the units referred to in sub-Section (a) hereinabove, to: (i) have their accounts and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with sound auditing principles consistently applied, by independent auditors acceptable to the Association; (ii) furnish to the Association as soon as available, but in any case not later than four months after the end of each such year, (A) certified copies of their financial statements for such year as so audited and (B) the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning the accounts and financial statements of the Project Unit and the units referred to in sub-Section (a) hereinabove, and the audit thereof as the Association shall from time to time reasonably request. Section 4.02. (a) Except as the Association shall otherwise agree, the Borrower shall: - 11 - (i) establish and cause to be collected by the completion of the Project, entry fees for guests and visitors to the Project Areas and the sound-and-light pro- gram referred to in Part C (1) of the Project, initially at levels agreed to with the Association; and (ii) review the level of such fees with the Association from time to time, and based on the results of such reviews, periodically adjast the level of fees in the light of relevant changes in price levels in Jordan, so as to maximize returns on the invest- ment costs under the Project. (b) For the purposes of this Section, the term "investment costs" means the aggregate of foreign and local expenditures used for the development of infrastructure and other facilities in the Project Areas, excluding the tourist accommodation and catering facilities. Section 4.03. Except as the Association shall otherwise agree, the Borrower shall ensure that: (a) MTA shall enter into agreements with companies for the management and operation of tourist accommodation and catering facilities in the Project Areas, at least six months before the scheduled start of the operation of said facilities; (b) such agreements shall contain terms and conditions, in- cluding provisions on the administration of the agreements and the - 12 - establishment of a system of commercial accounts, acceptable to the Association; (c) companies referred to in sub-Section (a) hereinabove shall be consulted on the design of the tourist accommodation and catering facilities; (d) MTA shall review room rates and menu prices established by the companies referred to in sub-Section (a) hereinabove, to maximize the returns on the investment costs under the Project; such review shall be submitted to the Association; and (e) for the purposes of this Section, the term "investment costs" means the aggregate of foreign and local expenditures used for the development of tourist accommodation and catering facilities in the Project Areas and related infrastructure facilities. 13 ARTICLE V Remedies of the Association Section 5.01. For the purposes of Section 6.02 of the General Conditions, the following additional event is specified pursuant to paragraph (h) thereof, namely, that, the legislation and regulations of the Borrower pertaining to its tourism and antiquities sector or any provision thereof shall have been amended, suspended, abrogated, repealed or waived in such a way as to materially and adversely af- fect, in the opinion of the Association, the execution of the Proj- ect or the benefits expected to be derived therefrom. Section 5.02. For the purposes of Section 7.01 of the General Conditions, the following additional event is specified pursuant to paragraph (d) thereof, namely, that the event specified in Sec- tion 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 Development Credit Agreement within the meaning of Section 12.01 (b) of the General Conditions: (a) a Project Unit acceptable to the Association, shall have beein established; (b) the Project Unit staff referred to in Part A.3 of Sched- ule 4 to this Agreement, acceptable to the Association, under terms and conditions of employment satisfactory to the Association, shall have been appointed; and (c) the consultants referred to in Section 3.02 (a) shall have been appointed. Section 6.02. The date December 13, 1976 is hereby specified for the purposes of Section 12.04 of the General Conditions. Section 6.03. The obligations of the Borrower under Article III of this Agreement and the provisions of Section 5.02 of this Agree- ment shall cease and determine on the date on which the Development Credit Agreement shall terminate or on a date 20 years after the date of this Agreement, whichever shall be the earlier. - 15 - ARTICLE VII Representative of the Borrower; Addresses Section 7.01. The President of the National Planning Council of the Borrower 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: National Planning Council P.O. Box 555 Amman Hashemite Kingdom of Jordan Cable address: Telex: NPC NPC Amman JO-1319 For the Association: 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) 64145 (wUI) - 16 - IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agree- ment 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. THE HASHEMITE KINGDOM OF JORDAN By Is/ Abdullah Salah Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By Is! Willi A. Wapenhans Regional Vice President Europe, Middle East and North Africa 17 SCHEDULE 1 Withdrawal of the Proceeds of the Credit 1. The table below sets forth the Categories of items to be fi- nanced out of the proceeds of the Credit, the allocation of the amounts of the Credit to each Category and the percentage of ex- penditures for items so to be financed in each Category: Amount of the Credit Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Civil Works 1,500,000 35% (2) Equipment and 2,200,000 100% of foreign furniture expenditures or 100% of local ex- penditures (ex- factory) for lo- cally manufac- tured items pro- cured in accor- dance with inter- national com- petitive bidding, or 40% of expen- ditures for other locally procured goods (3) Consultants' 400,000 100% of foreign and Experts' expenditures Services, and Overseas Training - 18- Amount of the Credit Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (4) Unallocated 1,900,000 TOTAL 6,ooo,ooo -19 - 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures in the currency of any country other than the Borrower and for goods or services supplied from the territory of any country other than the Borrower; and (b) the term "local expenditures" means expenditures in the currency of the Borrower and for goods or services supplied from the territory of the Borrower. 3. The disbursement percentages have been calculated in compli- ance with the policy of the Association that no proceeds of the 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, procurement 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 Credit de- creases or increases, the Association may, by notice to the Bor- rower, increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Association. 4. Notwithstanding the provisions of paragraph 1 above, no with- drawals shall be made in respect of payments made for expenditures prior to the date of this Agreement, except that withdrawals may be made in respect of Category (3) on account of expenditures in- curred after March 1, 1976 in an aggregate amount not exceeding the equivalent of $150,000. - 20 - 5. Notwithstanding the allocation of an amount of the Credit or the disbursement perc..entages set forth in the table in paragraph 1 above, if the Association has reasonably estimated that the amount of the Credit then allocated to any Category will be insuffi- cient to finance -the agreed percentage of all expenditures in that Category, the Association may, by notice to the Borrower: (i) real- locate to such Category, to the extent required to meet the esti- mated shortfall, proceeds of the Credit which are then allocated to another Category and which in the opinion of the Association are not needed to meet other expenditures, and (ii) if such reallocation cannot fully meet the estimated shortfall, reduce the disbursement percentage then applicable to such expenditures in order that fur- ther withdrawals under such Category may continue until all expend- itures thereunder shall have been made. 6. 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 this Agreement, no expendi- tures 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 the Development Credit 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. - 21 - SCHEDULE 2 Description of the Project The Project is part of the Borrower's program to develop tourism and preserve archeological sites, and consists of the following Parts: A. Petra Entrance (1) Construction, improvement and equipping of guest and visitors' facilities. (2) Construction, improvement and equipping of infrastruc- ture designed to serve the Project facilities and sur- rounding area. B. Petra Basin (1) Construction, improvement and equipping of visitors' facilities. (2) Improvement and equipping of infrastructure. (3) Preservation and protection of antiquities. (4) Resettlement of Bedouin families living in the Petra Basin to an area determined by the Borrower and the Association, including provision of housing and other community and infrastructure facilities on land made available by the Borrower for the purpose. - 22 - C. Jerash (1) Construction, improvement and equipping of visitors' fa- cilities, including a sound-and-light program. (2) Construction, improvement and equipping of infrastruc- ture. (3) Preservation and protection of antiquities. D. Overseas Fellowships About 54 man-months of overseas fellowships for em- ployees of MTA's Department of Antiquities to im- prove effectiveness at technical and archeological skills. * * P e The Project is expected to be completed by December 31, 1979. - 23 - SCHEDULE 3 Procurement A. International Competitive Bidding 1. Except as provided in Parts B and D hereof, goods and works shall be procured under contracts to be awarded in accordance with procedures consistent with those set forth in Part A of the "Guide- lines for Procurement under World Bank Loans and IDA Credits" published by the Bank in August 1975 (hereinafter called the Guide- lines), on the basis of international competitive bidding. 2. For bidding purposes, equipment and furniture shall be grouped to the extent practicab>;, in such a manner as shall be agreed be- tween the Borrower and the Association, so as to permit bulk pro- curement. B. Other Procurement Procedures 1. Contracts for civil work, equipmernt and furniture with values not exceeding the equivalent of $65,000 for each contract, shall be awarded in accordance with the Borrower's competitive bidding procedures acceptable to the Association, provided that the aggre- gate expenditure for items so purchased shall not exceed the equiv- alent of $400,000. 2. Switching and other telecomunication equipment may be pur- chased on a negotiated basis from the original suppliers to achieve - 2)4- standardization of equipment, provided that the aggregate expendi- ture for items so purchased shall not exceed the equivalent of $200,000. C. Evaluation and Comparison of Bids for Goods; Preference for Domestic Manufacturers 1. For the purpose of evaluation and comparison of bids for the supply of goods to be procured pursuant to paragraph A above: (i) bidders shall be required to state in their bid the c.i.f. (port of entry) price for imported goods, or the ex-factory price for domestically-manufactured goods; (ii) customs duties and other im- port taxes on imported goods, and sales and similar taxes on domestically-supplied goods, shall be excluded; and (iii) 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 included. 2. Goods manufactured in Jordan may be granted a margin of pref- erence in accordance with, and subJect to, the following provisions: (a) All bidding documents for the procurement of goods shall clearly indicate any preference which will be granted, the infor- mation required to establish the eligibility of a bid for such preference and the following methods and stages that will be fol- lowed in the evaluation and comparison of bids. (b) After evaluation, responsive bids will be classified in one of the following three groups: -25 - (1) Group A: bids offering goods manufactured in Jordan if the bidder shall have established to the satisfaction of the Borrower and the Asso- ciation that the manufacturing cost of such goods includes a value added in Jordan equal to at least 20% of the ex-factory bid price of such goods. (2) Group B: all other bids offering goods manufac- tured in Jordan. (3) Group C: bids offering any other goods. (c) All evaluated bids in each group shall be first compared among themselves, excluding any customs duties and other import taxes on goods to be imported and any sales or similar taxes on goods to be supplied domestically, to determine the lowest eval- uated bid of each group. Such lowest evaluated 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. (d) If, as a result of the comparison under paragraph (c) 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 c.i.f. 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 have to pay for the import- ation of the goods offered in such group C bid, or (ii) 15% of the - 26 - 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 com- parison is the lowest, it shall be selected for the award; if not, the bidfrom group C which as a result of the comparison under paragraph (c) is the lowest evaluated bid shall be selected. D. Procurement Without Contracting Certain works included in Parts B (3) and C (3) of the Project may be carried out by force account by MTA, provided that the ag- gregate expenditure for such works shall not exceed the equivalent of $900,000. E. Review of Procurement Decisions by the Association Review of invitation to bid end of proposed awards and final contracts. With respect to all contracts: (a) Before bids are invited, the Borrover 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 procedures as the Association shall reasonably re- quest. Any further modification to the bidding documents shall require the Association's concurrence before it is issued to the prospective bidders. -27 (b) 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 which it intends to award the contract and shall furnish to the Association, in sufficient time for its review, a detailed report, by the consultants refer- red to in Section 3.02 (a) of this Agreement, on the evaluation and comparison of the bids received, together with the recommenda- tions for award of the said consultants and such other information as the Association shall reasonably request. The Association 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, with- out the Association'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 Association promptly after its execution and prior to the submission to the Association of the first application for with- drawal of funds from the Credit Account in respect of such con- tract. - 28 - SCHEDULE 4 Project Unit and Project Coordinating Committee A. Project Unit 1. The Project Unit will report to the Borrower's Minister of Tourism and Antiquities. 2. The Project Unit will be responsible for the proper implementation of the Project, including, inter alia: (a) employment, briefing, coordination and supervision of consultants referred to in Section 3.02 (a) of this Agreement, including review and approval of said consultants' designs and other work; (b) employment, briefing, coordination and supervision of experts referred to in Section 3.02 (b) of this Agreement; (c) preparation of master lists of equipment and furniture; (d) taking all necessary steps to assure bidding according to procedures acceptable to the Associa- tion, including the preparation of bidding and contract documents, the evaluation of bids and the making of recommendations regarding the award of contracts; - 29 - (e) preparation of design for construction of minor works to be carried out by force account; (f) preparation of progress reports for the Association; (g) supervision of construction, procurement and installation of equipment and furniture; (h) preparation of applications for withdrawals from the Credit Account; (i) coordination among the Borrower's departments, agencies and political subdivisions concerned with the Project; and (j) negotiations with companies on the management and operation of tourist accommodation and catering facilities in the Project Areas. 3. Project Unit shall retain at least the following full-time staff: a Project Director, an engineer, an architect, an accountant and a procurement officer. B. Project Coordinating Committee 1. The Project Coordinating Committee will ensure the coordination among the Borrower's departments and agencies for the proper and timely execution of the Project. - 30 - 2. The Project Coordinating Committee will consist of the Borrower's Minister of Tourism and Antiquities, Director of Tourism, Director of Antiquities and Project Director, and representatives of the National Planning Council, other departments and agencies related to the Project as required from time to time.