Cameroon - Third Highway Project : Loan 1515 - Loan Agreement - Conformed

CONFORMED COPY LOAN NUMBER 1515 CM Loan Agreement (Third Highway Project) between UNITED REPUBLIC OF CAMEROON and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated April 3, 1978 LOAN NUMBER 1515 CM LOAN AGREEMENT AGREEMENT, dated April 3, 1978, between UNITED REPUBLIC OF CAMEROON (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). ARTICLE 1 General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank 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 the respective meanings therein set forth and the following additional terms have the following meanings: (a) "MINTRANS" means the Borrower's ministry responsible for transport; (b) "MINEH" means the Borrower's ministry responsible for equipment and housing; and (c) "DH" means the Department of Highways of MINEH, or any successor thereto. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to sixteen million five hundred thousand dollars ($16,500,000). Section 2.02. The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule may be amended from time to - 2 - time by agreement between the Borrower and the Bank, for expendi- tures made (or, if the Bank 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 out of the proceeds of the Loan. Section 2.03. The civil works to be financed out of the pro- ceeds of the Loan shall be carried out under a contract procured in accordance with procedures and specifying terms and conditions acceptable to the Bank. Two conformed copies of any contract to be financed out of the proceeds of the Loan shall be furnished to the Bank promptly after its execution and prior to the submission to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract. Section 2.04. The Closing Date shall be June 30, 1982, or such later date as the Dank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 2.05. The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. Section 2.06. The Borrower shall pay interest at the rate of seven and forty-five hundredths per cent (7.45%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semiannually on February 15 and August 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. ARTICLE III Execution of the Project Section 3.01. The Borrower shall carry out the Project through MINEH's DH and MINTRANS, respectively, with due diligence and efficiency and in conformity with appropriate administrative, economic, engineering and financial practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. -3- Section 3.02. (a) In order to assist DH in the supervision of the civil works under Part A of the Project, the Borrower shall employ engineering consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank. (b) In order to assist MINTRANS in the carrying out of Part B of the Project, the Borrower shall employ an economist/statis- tician whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank. 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 Loan against hazards incident to the accuisition, 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 Bank shall otherwise agree, the Borrower shall cause all goods and services financed out of the proceeds of the Loan to be used exclusively for the Project. Section 3.04. (a) The Borrower shall furnish to the Bank, promptly upon their preparation, the plans, specifications, reports, contract documents and construction and procurement schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. (b) The Borrower: (i) shall maintain records and procedures adequate to record and monitor the progress of the Project (in- cluding its cost and the benefits to be derived from it), to identify the goods and services financed out of the proceeds of the Loan, and to disclose their use in the Project; (ii) shall enable the Bank's accredited representatives to visit the facili- ties and construction sites included in the Project and to examine the goods financed out of the proceeds of the Loan and any rele- vant records and documents; and (iii) shall furnish to the Bank at regular intervals all such information as the Bank shall reason- ably request concerning the Project, its cost and, where appro- priate, the benefits to be derived from it, the expenditure of the proceeds of the Loan and the goods and services financed out of such proceeds. -4- (c) Promptly after completion of the Project, but in any event not later than six months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Bank, the Borrower shall prepare and furnish to the Bank a report, of such scope and in such detail as the Bank shall reason- ably request, on the execution of the Project, its cost and the benefits derived and to be derived from it, the performance by the Borrower and the Bank of their respective obligations under the Loan Agreement and the accomplishment of Lhe purposes of the Loan. Section 3.05. The Borrower shall take all such action as shall be necessary to make available as and when needed all such land and rights in respect of land as shall be required for carrying out the Project. Section 3.06. Except as the Bank may otherwise agree, the road under Part A of the Project shall be reconstructed in accor- dance with the design standards set forth in Schedule 4 to this Agreement. Section 3.07. The Borrower shall select the beneficiaries of the fellowships under Part B of the Project and establish their training programs in consultation with the Bank. ARTICLE IV Other Covenants Section 4.01. (a) It is the policy of the Bank, in making loans to, or with the guarantee of, its members not to seek, in normal circumstances, special security from the member concerned but to ensure that no other external debt shall have priority over its loans in the allocation, realization or distribution of foreign exchange held under the control or for the benefit of such member. To that end, if any lien shall be created on any public assets (as hereinafter defined), as security for any external debt, which will or might result in a priority for the benefit of the creditor of such external debt in the allocation, realization or distribution of foreign exchange, such lien shall, unless the Bank shall otherwise agree, ipso facto and at no cost to the Bank, equally and ratably secure the principal of, and interest and other charges on, the Loan, and the Borrower, in creating or permitting the creation of such lien, shall make express provision to that effect; provided, however, that, if for any constitutional or other legal reason such provision cannot be made with respect to any lien created on assets of any of its political or administrative subdivisions, the Borrower shall promptly and at no cost to the Bank secure the principal of, and interest and other charges on, the Loan by an equivalent lien on other public assets satisfactory to the Bank. (b) The foregoing undertaking shall not apply to: (i) any lien created on property, at the time of purchase thereof, solely as security for payment of the purchase price of such property; and (ii) any lien arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after its date. (c) As used in this Section, the term "public assets" means assets of the Borrower, of any political or administrative subdivision thereof and of any entity owned or controlled by, or operating for the account or benefit of, the Borrower or any such subdivisior, including gold and other foreign exchange assets held by any institution performing the functions of a central bank or exchange stabilization fund, or similar functions, for the Borrower. Section 4.02. The Borrower shall maintain or cause to be maintained records adequate to reflect in accordance with consis- tently maintained sound 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 or any part thereof. Section 4.03. The Borrower shall cause its classified highway network and its road maintenance equipment to be adequately maintained and shall cause all necessary repairs and renewals thereof to be made promptly, all in accordance with appropriate technical and economic practices, and shall provide or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for this purpose. Section 4.04. The Borrower shall collect and record in accordance with appropriate statistical methods and procedures (including regular and systematic traffic counts) such technical, economical and financial information as shall be required for the proper monitoring and planning of maintenance, improvements and extensions of its classified highway network. - 6 - Section 4.05. The Borrower shall take all reasonable mea- sures, including the establishment and enforcement of appropriate limitations on size and weight of vehicles, necessary to ensure that the dimensions and axle-loads of vehicles using its classi- fied highway network shall not exceed limits consistent with the design standards of the roads in such network. ARTICLE V Termination Section 5.01. The date June 2, 1978, is hereby specified for the purposes of Section 12.04 of the General Conditions. ARTICLE VI Representative of the Borrower; Addresses Section 6.01. The Minister of the Borrower responsible for planning is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 6.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Ministry of Economic Affairs and Planning Yaounde United Republic of Cameroon Cable address: Telex: MINEP 8268 KN Yaoundf For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America -7- Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) 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 CAMEROON By /s/ Benott Bindzi Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AJD DEVELOPMENT By /s/ Xavier de la Renaudiere Acting Regional Vice President Western Africa - 8 - SCHEDULE 1 Withdrawal of the Proceeds of the Loan 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Loan, the allocation of the amounts of the Loan to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Civil works under 12,500,000 65% (represent- Part A of the ing the esti- Project mated foreign expenditure component) (2) Engineering 1,100,000 100% of foreign consultants' expenditures services (3) Technical 300,000 100% of foreign assistance and expenditures fellowships under Part B of the Project (4) Unallocated 2,600,000 TOTAL 16,500,000 2. For the purposes of this Schedule, the term "foreign expendi- tures" 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; provided, however, that if the currency of the Borrower is also that of another country from the territory of which goods or services are supplied, expenditures in such currency for such goods or services shall be deemed to be "foreign expenditures". -9- 3. The disbursement percentages have been calculated in compli- ance with the policy of the Bank that no proceeds of the Loan 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 Loan decreases or increases, the Bank 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 Bank. 4. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expendi- tures prior to the date of this Agreement, except that with- drawals, in an aggregate amount not exceeding the equivalent of $300,000 may be made in respect of Category (2) on account of payments made for such expenditures before that date but after November 1, 1977. 5. Notwithstanding the allocation of an amount of the Loan or the disbursement percentages set forth in the table in paragraph 1 above, if the Bank has reasonably estimated that the amount of the Loan then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Bank may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Loan which are then allocated to another Category and which in the opinion of the Bank 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 further withdrawals under such Category may continue until all expenditures thereunder shall have been made. 6. If the Bank 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 expenditures for such item shall be financed out of the proceeds of the Loan and the Bank may, without in any way restricting or limiting any other right, power or remedy of the Bank under the Loan Agreement, by notice to the Borrower, cancel such amount of the Loan as, in the Bank's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Loan. - 10 - SCHEDULE 2 Description of the Project The Project consists of the following Parts: Part A: Reconstruction of the Garoua - Figuil road (about 95 km). Part B: Strengthening of MINTRANS services in charge of trans- port planning and coordination, including fellowships for complementary training of MINTRANS personnel. The Project is expected to be completed by December 31, 1981. - 11 - SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* On each February 15 and August 15 beginning August 15, 1983 through February 15, 1998 550,000 * To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figure in this column represents dollar equiva- lents determined as for purposes of withdrawal. - 12 - Premiums on Prepayment The following percentages are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the Loan pursuant to Section 3.05 (b) of the General Conditions: Time of Prepayment Premium Not more than three years before maturity 1.10% More than three years but not more than six years before maturity 2.25% More than six years but not more than eleven years before maturity 4.10% More than eleven years but not more than sixteen years before maturity 5.95% More than sixteen years but not more than eighteen years before maturity 6.70% More than eighteen years before maturity 7.45% - 13 - SCHEDULE 4 Design Standards for Road Reconstruction Pavement Width Garoua - Pitoa section 7 m Pitoa - Figuil section 6 m Shoulder Width Rural areas 1.5 m Built-up areas 2.5 m Bridge Width New bridges two 3.5 m lanes Existing bridges* one 3 m lane Pavement Design Axle load 13 t * On Mayo Oulo, Mayo Louti and Mayo Sarawel.