Argentina - Vocational Training & Technical Education : Loan 1905 - Project Agreement - Conformed

F FICIAL LOAN NUMBER 1905 AR Project Agreement (Vocational Training and Technical Education Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and CONSEJO NACIONAL DE EDUCACION TECNICA Dated , 1981 LOAN NUMBER 1905 AR PROJECT AGREEMENT AGREEMENT, dated e 2- , 1981, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and CONSEJO NACIONAL DE EDUCACION TECNICA (hereinafter called CONET). WHEREAS (A) by the Loan Agreement of even date herewith between THE ARGENTINE REPUBLIC (hereinafter called the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to fifty-eight million dollars ($58,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that CONET agrees to undertake such obligations toward the Bank as are hereinafter set forth; (B) by a subsidiary financing agreement to be entered into between the Borrower and CONET, the proceeds of the loan provided for under the Loan Agreement will be made available to CONET on the terms and conditions therein set forth; and WHEREAS CONET, in consideration of the Bank's entering into the Loan Agreement with the Borrower, has agreed 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 Loan Agreement, the Preamble to this Agreement and the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. CONET shall carry out the Project described in Schedule 2 to the Loan Agreement with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and vocational and technical training practices. -2- Section 2.02. In order to assist CONET in carrying out the Project, CONET shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satis- factory to the Bank. Section 2.03. Except as the Bank may otherwise agree, procurement of the goods and civil works to be financed out of the proceeds of the Loan shall be governed by the provisions of the Schedule to this Agreement. Section 2.04. (a) CONET undertakes to insure, or make ade- quate provision for the insurance of, the imported goods to be financed out of the proceeds of the Loan made available to it by the Borrower against hazards incident to the acquisition, trans- portation and delivery thereof to the place of use or installa- tion, and for such insurance any indemnity shall be payable in a currency freely usable by CONET to replace or repair such goods. (b) Except as the Bank may otherwise agree, CONET shall cause all goods and services financed out of the proceeds of the Loan made available to it by the Borrower to be used exclusively for the Project. Section 2.05. (a) CONET 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) CONET shall: (i) maintain records and procedures adequate to record and monitor the progress of the Project (including 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) 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) 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. (c) Promptly after completion of the Project, but in any event not later than six months after the Closing Date or such -3- later date as may be agreed for this purpose between CONET and the Bank, CONET 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 and initial operation of the Project, its cost and the benefits derived and to be derived from it, the performance by CONET and the Bank of their respective obligations under the Project Agreement and the accomplishment of the purposes of the Loan. (d) CONET shall enable the Bank's representatives to examine all plants, installations, sites, works, buildings, property and equipment of CONET and any relevant records and documents as required for ,he purposes of this Agreement. Section 2.06. CONET shall duly perform all its obligations under the Subsiuiary Financing Agreement. Except as the Bank may otherwise agree, CONET shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Subsidiary Financing Agreement or any provision thereof. Section 2.07. (a) CONET shall, at the request of the Bank, exchange views with the Bank with regard to the progress of the Project, the performance of its obligations under this Agreement and under the Subsidiary Financing Agreement, and other matters relating to the purposes of the Loan. (b) CONET shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the purposes of the Loan, or the performance by CONET of its obligations under this Agreement and under the Subsidiary Financing Agreement. Section 2.08. For the purpose of planning, programming, coordinating and monitoring the carrying out of the Project, CONET shall maintain a Project Unit, the staffing of which shall be in accordance with criteria satisfactory to the Bank. Section 2.09. (a) By January 1, 1982 or such later date as may be acceptable to the Bank, CONET shall establish and there- after maintain a Research and Experimentation Unit within its General Directorate of Vocational Training responsible for cur- riculum development, methodology, trade testing and certification, and occupational analysis. -4- (b) By April 1, 1982 or such later date as may be accept- able to the Bank, CONET shall deliver to the Bank for its review: (i) terms of reference for the activities of the Unit referred to in paragraph (a) of this Section; and (ii) a plan of activities for such Unit covering the period June 30, 1981 to June 30, 1983, such plan thereafter to be -annually reviewed with the Bank and extended to December 31, 1985. (c) As and from June 30, 1982 or such later date as may be acceptable to the Bank, CONET shall ensure that the Research and Experimentation Unit implements its plan of activities, as reviewed by the Bank, referred to in paragraph (b) of this Section. Section 2.10. By June 30, 1982 or such later date as may be acceptable to the Bank, CONET shall, in accordance with terms and conditions satisfactory to the Bank, establish and thereafter maintain an advisory committee with the participation of representatives of the local community and various economic activities at each of CONET's Vocational Training Centers estab- lished as of such date. CONET shall ensure that each such sub- sequently established Center has such a committee. Section 2.11. (a) By March 31, 1982 or such later date as may be acceptable to the Bank, CONET shall deliver to the Bank for its approval an outline of its plan of action for the execution of Part A.3 of the Project. (b) By March 31, of each year, commencing in 1982 and terminating in 1985, CONET shall deliver to the Bank for its approval a detailed plan of action for the execution of Part A.3 of the Project during the forthcoming academic year (March through December). CONET shall in each such academic year implement such detailed plan as approved by the Bank. Section 2.12. CONET shall select all candidates for fellow- ships and for the placement of fellows under Parts A.4 and B.4 of the Project in accordance with criteria acceptable to the Bank. Section 2.13. By May 31, 1982 or such later date as may be acceptable to the Bank, CONET shall deliver to the Bank for its approval CONET's plans for each study under Part C of the Project (including the cost, terms of reference and implementation program for each). CONET shall ensure that the initiation of any of such studies and the employment of consultants therefor occur only after the Bank's approval of the relevant plan. -5- ARTICLE III Management and Operations of CONET Section 3.01. (a) CONET shall, at all times, manage its affairs, plan its future expansion and carry on its operations in accordance with appropriate administrative, financial, educational and technological practices and under the supervision of experienced and competent management assisted by adequate, experienced and competent staff. (b) CONET shall: (i) maintain an organization for the execution of the Project satisfactory to the Bank; and (ii) afford the Bank a reasonable opportunity to comment on any proposed reorganization which may affect materially and adversely its operations or financial condition or the carrying out of the Project. Section 3.02. CONET shall: (i) adequately operate, maintain, review and repair its facilities, equipment, mobile units, furniture and property included in the Project; and (ii) by June 30, 1982 or such later date as may be acceptable to the Bank, prepare and furnish to the Bank maintenance guidelines for -he better fulfillment of the obligations in (i) hereof. Section 3.03. CONET shall take out and maintain with respon- sible insurers, or make other provision satisfactory to the Bank for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. ARTICLE IV Financial Covenants Section 4.01. CONET shall maintcin records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. Section 4.02. CONET shall: (i) have its accounts and finan- cial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accor- dance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such year, (A) certified copies -6- of its 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 Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning the accounts and financial statements of CONET and the audit thereof as the Bank shall from time to time reasonably request. Section 4.03. (a) By June 30, 1982 or such later date as may be acceptable to the Bank, CONET shall deliver to the Bank for its review a plan for the introduction of changes in CONET's accounting system so as to permit cost accounting for CONET's vocational training and technical education activities. (b) By June 30, 1983 or such later date as may be acceptable to the Bank, CONET shall introduce in its accounting system the changes, as reviewed with the Bank, referred to in paragraph (a) of this Section. Section 4.04. CONET shall, not later than two months prior to the commencement of each fiscal year, furnish to the Bank for its comments CONET's financing plan for such year. ARTICLE V Effective Date; Termination; Cancellation and Suspension Section 5.01. This Agreement shall come into force and effect on the date upon which the Loan Agreement becomes effective. Section 5.02. This Agreement and all obligations of the Bank and of CONET thereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms, and the Bank shall promptly so notify CONET thereof. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under the General Conditions. ARTICLE VI Miscellaneous Provisions Section 6.01. Any notice or request required or permitted to be given or made under this Agreement and any agreement between -7- 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 Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) For CONET: Consejo Nacional de Educaci6n Tecnica Bolivar 191 Buenos Aires Argentina Cable address: CONET Bolivar 191 Buenos Aires Section 6.02. Any action required or permitted to be taken, and any document required or permitted to be executed, under this Agreement on behalf of CONET may be taken or executed by the President of CONET or such other person or persons as such President shall designate in writing, and CONET shall furnish to the Bank sufficient evidence of the authority and the authen- ticated specimen signature of each such person. Section 6.03. This Agreement may be executed in several counterparts, each of which shall be an original, and all collec- tively but one instrument. -8- 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. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Regional Vice President Latin America and the Caribbean CONSEJO NACIONAL DE EDUCACION TECNICA Byized Rereenatv Authorized Representative -9- SCHEDULE Procurement A. International Competitive Bidding 1. Except as provided in Part C hereof, goods shall be procured 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 interna- tional competitive bidding as described in Part A of the Guide- lines. 2. For goods to be procured on the basis of international competitive bidding, in addition to the requirements of paragraph 1.2 of the Guidelines, CONET shall prepare and forward to the Bank 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 Bank shall reasonably request; the Bank will arrange for the publication of such notice in order to provide timely notification to prospective bidders of the oppor- tunity to bid for the goods in question. CONET shall provide the necessary information to update such notice annually so long as any goods remain to be procured on the basis of international competitive bidding. 3. Equipment and furniture shall be grouped so as to permit such bulk procurement as shall be consistent with appropriate technical and procurement practices. Insofar as practicable, contracts for such groups shall be for at least $200,000 equiva- lent. 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. - 10 - 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 Argentina 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 Argentina if the bidder shall have established to the satisfaction of CONET and the Bank that the manufacturing cost of such goods includes a value added in Argentina 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 have to pay for the importation of the goods offered in such - 11 - 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. Other Procurement Procedures 1. Contracts for the purchase of goods which cannot be purchased in groups costing at least $200,000 equivalent, and contracts for civil works, shall be awarded on the basis of local competitive bidding procedures. 2. Except as the Bank may otherwise agree, the total cost of goods procured in accordance with paragraph 1 of this Part C shall not, in the aggregate, exceed the equivalent of $5,000,000. D. Review of Procurement Decisions by the Bank 1. With respect to all contracts for goods estimated to cost the equivalent of $200,000 or more: (a) Before bids are invited, CONET shall furnish to the Bank, 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 Bank shall reasonably request. Any further modification to the bidding documents shall require the Bank's concurrence before it is issued to the prospective bidders. (b) After bids have been received and evaluated, CONET shall, before a final decision on the award is made, inform the Bank of the name of the bidder to which it intends to award the contract and shall furnish to the Bank, in sufficient time for its review, a detailed report on the evaluation and comparison of the bids received, and such other information as the Bank shall reasonably request. The Bank shall, if it determines that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform CONET and state the reasons for such determination. - 12 - (c) The terms and conditions of the contract shall not, without the Bank'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 Bank promptly after its execution and prior to the delivery to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract. 2. With respect to each contract not governed by the preceding paragraph, CONET shall furnish to the Bank, promptly after its execution and prior to the delivery to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract, two conformed copies of such con- tract, together with the analysis of the respective bids, recom- mendations for award and such other information as the Bank shall reasonably request. The Bank shall, if it determines that the award of the contract was not consistent with the Guidelines or this Schedule, promptly inform CONET and state the reasons for such determination. 3. 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 15% of the original price, CONET shall inform the Bank of the proposed modification, waiver, extension or change order and the reasons therefor. The Bank, if it determines that the proposal would be inconsistent with the provisions of this Agree- ment, shall promptly inform CONET and state the reasons for its determination. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Bank for Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this day of - , 198. -FoTSECRETARY