Jordan - Amman Transport And Municipal Development Project : Loan 2334 - Project Agreement - 1 - Conformed

SOFFICIAL ILOAN NUMBER 2334 JO DOUCUM ENTS Project Agreement (Amman Transport and Municipal Development Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and MUNICIPALITY OF AMMAN Dated , 1983 LOAN NUMBER 2334 JO PROJECT AGREEMENT AGREEMENT, dated , 1983, between INTERNATIONAL BANK FOR RECONSTRiTION 'AND DEVELOPMENT (herein- after called the. Bank) and MUNICIPALITY OF AMMAN (hereinafter called the Municipality). WHEREAS (A) by the Loan Agreement of even date herewith between Hashemite Kingdom of Jordan (hereinafter called the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent-- to thirty million dollars ($30,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that the Municipality agree to undertake such obligations toward the Bank as are hereinafter set forth; (B) by a subsidiary loan agreement to be entered into between the Borrower and the Municipality, the proceeds of the loan provided for under the Loan Agreement will be made available to the Municipality on the terms and conditions therein set forth; and WHEREAS the Municipality, 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 . ows: 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. The Municipality 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 and engineering practices. -2- Section 2.02. (a) The Municipality shall: (i) assign the responsibilities for the carrying ,out of the various activities under the Project to the Technical Departments, substantially in accordance with.the provisions stated in Part A of..Schedule 1 to this Agreement; and (ii) ensure the assignment to said Technical Departments-of the ;staff referred to in Part B of such Schedule in accordance with the time schedule stated therein. (b)- The Municipality shall: (i), establish and maintain until the completign ,of the Project, a project coordination and training unit (PCTU) to ;be, assigned under ,the Project the .re- sponsibilities stated, in Part A of Schedule 1 to this Agrpement; and (ii) ensure the assignmenp to PCTU of the staff indicated in Part B of said Sqhedule in ,accordance with the time schedule stated therein. (c) The Municipality shall ensure the establishment of the Solid Waste Management,. Department (SWMD) not later than December 31, 1983.. Section 2.03. In.order to assist the Municipality in carry- ing out the Project, the Municipality shall employ specialists, whose qualifications and experience and terms of reference are satisfactory to the Bank, in- the numbers and substantially in accordance with the -time schedule indicated in Part C of Sched- ule 1 to this Agreement. Section 2.04. The Municipality shall: (a) carry out the studies included in the Project in accordance with the time schedule referred to in Part D of Schedule 1 to this Agreement; (b) provide the Bank with a copy of each such study prompt- ly upon its completion; and (c) . exchange views with the, Bank on the recommendations of each such study and ,the action.tq be taken for their implementa- tion. Section 2.05. In order to ensure the allocation of adequate funds for the Project, the, Municipality shall prepare for every fiscal year, until the completion of the Project, a forecast of all expenditures expected to beincurred under the Project during such -fiscal year, and shall provide such forecast to the Borrower in adequate time before the start of such .fiscal year. -3- Section 2.06. The Municipality shall: (a) ensure the comple- tion and operation of the cost accounting system, referred to in Part C (a) of the Project, not later than January 1, 1986; and (b) provide to the Bank, for its comments, not later than December 31, 1983, guidelines for the management and operation of the sanitary landfills, included in Part B (b) of the Project, and a plan for reclamation of the Marka dump site. Section 2.07. Except as the Bank shall otherwise agree, procurement of the goods and civil works required for the Project and to be financed out of the proceeds of the Loan shall be governed by the provisions of Schedule 2 to this Agreement. Section 2.08. (a) The Municipality undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Loan relent 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 the Municipality to replace or repair such goods. (b) The Municipality shall cause all goods and services financed out of the proceeds of the Loan relent to it by the Borrower to be used exclusively for the purposes of the Project. Section 2.09. (a) The Municipality shall furnish to the Bank, 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 Bank shall reasonably request. (b) The Municipality: (i) shall maintain records and proce- dures adequate to record and monitor the progress of the Project (including its cost and the benefits Lo 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 representatives to visit the facilities and construction sites included in the Project and to examine the goods financed out of the proceeds of the Loan and any relevant records and documents; and (iii) shall furnish to the Bank on a quarterly basis all such information as the Bank shall reasonably request concerning the Project, its cost and, where appropriate, the benefits, to, be derived from t, the expenditure of the proceeds of the Loan and the goods and services financed. out of.. such proceeds. (c) Upon the award by the,Municipality of any contract for goods or works to be f nanced out of the proceeds of the, Loan, the Bank may publish a, description thereof, the name and nation- ality of the party. to whom the contract was awarded, and the contract price. (d) Promptly after completion of the Project, but in any event, not later , than .six. monthp after the, Closing Date or such later date as .may be agreed for this purpose between the Munici- pality and the Bank, the Municipality shall prepare and furnish to the Bank:.a report, of such. scope, and in such detail as the Bank phall. reasonably 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 the Municipality and the Bank.of,their respective ,obligations under the Project Agree- ment and the accomplishment of the purposes of the Loan. (e) The Municipality shall enable the Bank's representa- tives to examine all plants, installations, sites, works, build- ings,, property and. equipment of the Municipality and any relevant records and documents. Section 2.10. The Municipality shall duly perform all its obligations under the Subsidiary Loan Agreement. Except as the Bank shall otherwise agree, the Municipality shall.not take or concur, [n. iany action which would have the effect of pmending, abrogating, assigning ,or waiving the Subsidiary Loan Agreement or any provision thereof. Section 2.11. (a) The Municipality shall, at the request of the Bank,. exchange viewq with the Bank with . -gard to the pro- gressqf. ,the, Project., the performance of its obligations under this, Agreemept and und,er the Subsidiary Loan Agreement, 4nd 'other matters relating to, the purposes of the Loan. (b) The ,Municipality.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 the Municipality of its obliga- tions under .this' Agreement and under the Subsidiary Loan Agr ee- ment.. ARTICLE III Management and Operations of the Municipality Section 3.01. The Municipality shall carry on its operations and conduct its affairs in accordance with sound administrative, financial and engineering practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. Section 3.02. The Municipality shall at all times operate and maintain its plant, machinery, equipment and other property, and from time to time, promptly as needed, make all necessary repairs and renewals thereof, all in accordance with sound engineering, financial and administrative practices. Section 3.03. The Municipality shall take out and maintain with responsible insurers, or make other provisions satisfactory to the Bank for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section 3.04. The Municipality shall continue to ensure that the portion of the road maintenance and construction work carried out by ED's staff and facilities shall not exceed in any fiscal year 30% of all such works to be carried out during such fiscal year. Section 3.05. The Municipality shall adopt operational pro- cedures for MED which shall .ensure: (a) the transfer to other departments of control over drivers of vehicles not operated by MED; (b) the introduction by MED of a provider-user system for vehicle management and use; and (c) the adoption by MED of appropriate policies for staffing, replacement of equipment and acquisition of spare parts. ARTICLE IV Financial Covenants Section 4.01. (a) The Municipality shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. (b) The Municipality shall maintain separate accounts -6- adequate to reflect in accordance with consistently maintained appropriate accounting practices, its operation, resources and expenditures in respect of the Project. Section 4.02. The Municipality shall: (a) have its accounts and financial statements for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (b) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such year: (i) certified copies of its financial statements for such year as so audited; and (ii) the report of such audit by said auditors of such scope and in such detail as the Bank shall have reasonably requested; and (c) furnish to the Bank such other information concerning said accounts, financial statements, records and expenditures, as well as the audit thereof, as the Bank shall from time to time reasonably request. 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 the Municipality thereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms, and the Bank shall promptly notify the Municipality thereof. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancella- tion or suspension under the General Conditions. -7- 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 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 the Municipality: Municipality of Amman P.O. Box 132 Amman, Jordan Cable Address: Telex: AMMAN MUNICIPALITY 21969 AMCITY-50 AMMAN 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 the Municipality may be taken or executed by the Lord Mayor of Amman or such other person or persons as the Lord Mayor shall designate in writing, and the Municipality shall -8- furnish to the Bank sufficient evidence of the authority and the authenticated 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 collectively but one instrument. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, 'have caused this Agreement to be signed in their respective names in the District of Columbia, United States of Anierica, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Re ional Vice President Europe, Middle East and North Africa MUNICIPALITY OF AMMAN By Author zed Representative -9- SCHEDULE I1 Responsibilities for Project Implementation, Staffing of Technical Department, Technical Aspistance and Studies A. Responsibilities for Project Implemer--ation Project Component Part Department Responsible 1. Four Major Inter- A (a) SD and ED sections 2. Traffic Improvement A (b) SD and ED Measures - Traffic Enforce- A (b) PCTU in coordination ment Training (5) (ii) with the Borrower's relevant authorities 3. Arterial Road A (c) SD Feasibility and Design Studies 4. Road Maintenance. C (b), ED (c), (e) 5. Municipal Workshop C (d) MED 6. Solid Waste B SWMD Management 7. Amman Development D SD Planning 8. Coordination of D (d) PCTU Training and Project Implemen- tation 9. Development and C (a) Finance Department, Implementation of a Technical Departments Cost Accounting System in the Technical Departments - 10 - B. Staffing of Technical Departments Agency/Position Date of Appointment 1. Project Coordination and Training Unit (PCTU) Project Manager October 31, 1983 Project Engineer October 31, 1983 Project Accountant October 31, 1983 Training Coordinator October 31, 1983 2. Engineering Department (ED) Director December 31, 1983 Head of Sections December 31, 1983 concerned with contract super- vision and direct construction 4 Senior Engineers December 31, 1983 4 Technicians December 31, 1983 (traffic engineering section) 3. Mechanical and Electrical Department (MED) Accountant December 31, 1983 4. Solid Waste Management Department (SWMD) Director and two December 31, 1983 section Heads - 11 - Agency/Position Date of Appointment 5. Studies Department (SD) 2 Economists December 31, 1983 2 Transport Planners December 31, 1983 2 Municipal Engineers December 31, 1983 1 Geologist/Civil Engineer December 31, 19.83 2 Traffic Engineers December 31, 1983 3 Civil Engineers December 31, 1983 C. Technical Assistance Nature of Technical Assistance Date to be Engaged 1. Traffic Engineer December 31, 1983. 2. Traffic Signals Specialist December 31, 1983 (intermittent) 3. Specialists for December 31, 1983 traffic police training 4. Consultants for July 1, 1984 engineering and economic - feasibility study of arterial roads 5. Consultants for June 30, 1985 detailed designs for arterial roads 6. Road maintenance December 31, 1983 engineering adviser 7. Consultants for June 30, 1984 studies on road inventory, pavement evaluation, and quality control - 12 Nature of Technical Assistance Date to be Engaged 8. Urban economist, December 31, 1983 . transport planner and municipal engineeir 9. Accountancy specialists December 31, 1983 D. Studies Study Date.of Completion 1. Engineering and economic December 31, 1984 feasibility studies of arterial roads in Amman 2. Detailed designs for arterial June 30, 1986 roads (details on roads and timing depend on feasibility studies) 3. Study of means to increase the December 31, 1984 productivity of solid waste collection 4. 20-year development strategy July 31, 1984 for Amman - 5. 6-year investment program for December 31, 1984 Amman 6. 5-year plan for Municipality- March 31, 1985 Amman Finances 7. Improvement of accounting June 30, 1985 system - 13 - SCHEDULE 2 Procurement A. International Competitive Bidding 1. Except as provided in Part C hereof, goods and civil works shall be procured under contracts awarded in accordance with procedures consistent with those set forth in the current edition of the "Guidelines for Procurement under World Bank Loans and IDA Credits" piublished 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 Municipality 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 publica- tion 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 Municipality 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 international competitive bidding. 3. 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; (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; and (iii) the cost of inland freight and other expenditures incidental to the delivery of goods to the place of their use or installation shall be included. - 14 - B. Preference for Domestic Manufacturers In the procurement of goods in accordance with the proce- dures described in Part A of this Schedule, goods manufactured in Jordan 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 would 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 Jordan if the bidder shall have established to the satisfaction of the Municipality and the Bank 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 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 evalu- ated 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 group C bid; or - 15 - (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 civil works under Parts A, 3 and C of the Project estimated to cost not more than $2,000,000 equivalent per contract and- not more than,.$16,000,000 equivalent in the aggregate may be awarded in accordance with applicable procedures of the Borrower for competitive bidding acceptable to the Bank. 2. Items of equipment estimated in the aggregate to cost not more than the equivalent of $100,000 may be procured on the basis of price quotations obtained from not less than three reliable suppliers. D. Review of Procurement Decisions by the Bank 1. Review of invitations to bid and of proposed awards and final contracts: With respect to all contracts for goods estimated to cost the equivalent of more than $100,000 and for civil works estimated to cost the equivalent of $1,000,000 or more: (a) Before bids are invited, the Municipality 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, the Muni- cipality 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 - 16 - the Bank shall reasonably request. The Bank shall, if it deter- mines that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform the Municipality and state the reasons for such determination. (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 was invited. (d) Two conformed copies of the contract shall be furnished to the Bank promptly after its execution and prior to the submis- sion 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, the Municipality shall furnish 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, two conformed copies of such contract, together with the analysis of the respective bids, or price quotation, as the case may be, recommendations 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 the Municipality and state the reasons for such determina- tion. . 3. Before agreeing to any material modification or waiver of the terms and conditions of a contract, or granting an extension 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 Municipality shall inform the Bank of the proposed modification, waiver, extension or change order and the reasons therefor. The Bank, if it deter- mines that the proposal would be inconsistent with the provisions of this Agreement, shall promptly inform the Municipality 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 Ri day of 198s. FOR SECRETARY