Senegal - Dakar Container Port Project : Credit 1459 - Credit Agreement - 1 - Conformed

CREDIT NUMBER 1459 SE DOCUMENTS. Development Credit Agreement (Dakar Container Port Project) between REPUBLIC OF SENEGAL and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated s ,1984 CREDIT NUMBER 1459 SE DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated 7 J 4 C . , 1984, between REPUBLIC OF SENEGAL (hereinafter called the Borrower) and INTER- NATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Asso- ciation). WHEREAS (A) the Borrower has requested the Association to assist in the financing of the Project described in Schedule 2 to this Agreement by extending the Credit as hereinafter provided; (B) the Borrower has also requested the Association in its capacity as Administrator of the Special Fund established by its Executive Directors by Resolution No. IDA 82-6 of October 26, 1982, to assist in the financing of the same Project by granting a Special Fund Credit (hereinafter called the Special Fund Credit) to the Borrower equivalent to four million seven hundred thousand Special Drawing Rights (SDR 4,700,000); and the Associa- tion as such Administrator (hereinafter called the Administrator) is willing to grant the Special Fund Credit pursuant to the Special Fund Credit Agreement of even date herewith between the Borrower and the Administrator (hereinafter called the Special Fund Credit Agreement); (C) the Project will be carried out by the Port Autonome de Dakar (hereinafter called PAD) with the Borrower's assistance and, as part of such assistance, the Borrower will make available to PAD the proceeds of the Credit as hereinafter provided; (D) by an agreement to be entered into between the Kuwait Fund for Arab Economic Development (hereinafter called the Kuwait Fund) and the Borrower (such agreement hereinafter called the Kuwait Fund Loan Agreement), the Kuwait Fund intends to make a loan (hereinafter called the Kuwait Fund Loan) to the Borrower in an aggregate principal amount of about 1,300,000 Kuwaiti Dinars to be onlent to PAD to assist PAD in financing Parts A.2 and B of the Project on terms and conditions set forth in the Kuwait Fund Loan Agreement; and (E) by an agreement to be entered into between the Caisse Centrale de Cooperation Economique (hereinafter called CCCE) and PAD (such agreement hereinafter called the CCCE Loan Agreement), CCCE intends to make a loan (hereinafter called the CCCE Loan) to PAD in an aggregate principal amount of about 52,000,000 French Francs to assist it in financing Parts A.1 and B of the Project on terms and conditions set forth in the CCCE Loan Agreement; -2- WHEREAS the Association has agreed, on the basis inter alia of the foregoing, to extend the Credit to the Borrower upon the terms and conditions hereinafter set forth and in the Project Agreement of even date herewith among the Association, the Administrator and PAD; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Ganeral 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 June 30, 1980, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Development Credit Agreements of the Association 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 and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Statutes" means the Borrower's Decree No. 67-146 of February 10, 1967 organizing PAD, as amended by Decree No.67-1184 of October 31, 1967, Decree No. 70-460 of April 25, 1970, Decree No. 72-1493 of December 26, 1972, Decree No. 73-779 of August 13, 1973 and Decree No. 74-138 of February 11, 1974. (b) "Project AwrtE!-*2c means the agreement among the Association, Lhe Administrator and PAD of even date herewith, as the same may be amended from time to time, and such term includes all schedules to the Project Agreement and all agreements supplemental to the Project Agreement. (c) "Subsidiary Loan Agreement" means the agreement to be entered into between the Borrower and PAD pursuant to Section 3.01 (b) of this Agreement and of Section 3.01 (b) of the Special Fund Credit Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Loan Agreement. -3- ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions set forth or referred to in this Agreement, an amount in various currencies equivalent to two million six hundred thousand Special Drawing Rights (SDR 2,600,000). 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 required for the Project and to be financed out of the proceeds of the Credit. Section 2.03. Except as the Association shall otherwise agree, procurement of the goods and civil works required for the Project and to be financed out of the proceeds of the Credit shall be governed by the provisions of the Schedule to the Project Agreement. Section 2.04. The Closing Date shall be June 30, 1989 or such later date as the Association shall establish. The Associa- tion shall promptly notify the Borrower of such later date. Section 2.05. (a) The Borrower shall pay to the Association a commitment charge at the rate of one-half of one per cent (1/2 of 1%) per annum on the principal amount of the Credit not with- drawn from time to time. The commitment charge shall accrue from a date sixty days after the date of the Development Credit Agree- ment to the respective dates on which amounts shall be withdrawn by the Borrower from the Credit Account or shall be cancelled. (b) The commitment charge shall be paid: (i) at such places as the Association shall reasonably request; (ii) without restrictions of any kind imposed by, or in the territory of, the Borrower; and (iii) in the currency specified in this Agreement for the purposes of Section 4.02 of the General Conditions or in such other eligi ble currency or currencies as may from time to time be designated or selected pursuant to the provisions of that Section. -4- Section 2.06. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one per cent (3/4 Yof 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.07. Commitment charges and service charges shall be payable semiannually on March 15 and September 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Credit in semiannual installments payable on each March 15 and September 15 commencing September 15, 1994, and ending March 15, 2034, each installment to and including the installment payable on March 15, 2004, 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 2.09. The currency of the Republic of France is hereby specified for the purposes of Section 4.02 of the General Conditions. Section 2.10. The Director General of PAD is designated as representative of the Borrower for the purposes of taking any action required or permitted to be taken under the provisions of Section 2.02 of this Agreement and Article V of the General Conditions. ARTICLE III Execution of the Project; Other Covenants Section 3.01. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement, and, to this end, without any limitation or restric- tion upon any of its ,other obligations under the Developmer- Credit Agreement, the Borrower shall cause PAD to perform in accordance with the provisions of the Project Agreement all t,.,, obligations therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, ser- vices and other resources, necessary or appropriate to enable PAD to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such per- formance. -5- (b) The Borrower shall relend the proceeds of the Credit to PAD under a subsidiary loan agreement to be entered into between the Borrower and PAD under terms and conditions which shall have been approved by the Association and which shall include a repayment period of 20 years, including a grace period of four years, an interest rate of not less than 10.08% per annum and a provision whereunder the foreign exchange risk shall be borne by PAD. (c) The Borrower shall exercise its rights under the Sub- sidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the pur- poses of the Credit, and except as the Association shall other- wise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. The Borrower shall take all necessary measures required on its part: (i) to permit PAD to maintain and operate PAD's Special Account referred to in Section 4.08 of the Project Agreement; and (ii) to grant PAD such greater financial and adminis- trative autonomy as shall be required to permit PAD to comply with its obligations under Section 3.01 of the Project Agreement. Section 3.03. The Borrower shall duly exercise its rights and comply with its obligations under the agreement referred to in Section 5.01 (b) of this Agreement. Section 3.04. The Borrower shall ensure that adequate provi- sion shall be made in its national budget and in the budget of the "commune" of Dakar to cover payments for projected services to be rendered by PAD, including in respect of the Dakar-Gor4e ferry services and of maritime security (buoyage and beaconage services). The Borrower shall take all necessary measures to ensure that all bills for such services rendered by PAD shall be settled within four months. ARTICLE IV Remedies of the Association Section 4.01. For the purposes of Section 6.02 of the General Conditions the following additional events are specified pursuant to paragraph (h) thereof: -6- (a) PAD shall have failed to perform any of its obligations under the Project Agreement. (b) As a result of events which have occurred after the date of the Development Credit Agreement, an extraordinary situation shall have arisen which shall make it improbable that PAD will be able to perform its obligations under the Project Agreement. (c) The Statutes shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of PAD to perform any of its obligations under the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablish- ment of PAD or for the suspension of its operations. (e) (i) Subject to subparagraph (ii) of this paragraph: (A) The right of the Borrower or PAD to withdraw the proceeds of any loan or credit (including the Special Fund Credit) made to the Borrower or PAD for the financing of the Project shall have been suspended, cancelled or terminated in whole or in part, pursuant to the terms of the agreement providing therefor, or (B) any such loan or credit shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower or PAD establishes to the satisfaction of the Association that: (A) such suspension, cancellation, termination or prematur- ing is not caused by the failure of the Borrower or PAD to perform any of their obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower or PAD from other sources on terms and conditions consistent with the obligations of the Borrower or PAD under this Agreement. Section 4.02. For the purposes of Section 7.01 of the Gen- eral Conditions, the following additional events are specified pursuant to paragraph (d) thereof: -- 7 - (a) any event specified in paragraph (a) of Section 4.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Association to the Borrower and PAD; (b) any event specified in paragraphs (c) and (d) of Section 4.01 of this Agreement shall occur; and (c) any event specified in paragraph (e) (i) (B) of Section 4.01 of this Agreement shall occur, subject to the proviso of subparagraph (ii) of that paragraph. ARTICLE V Effective Date; Termination Section 5.01. The following events are specified as additional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01 (b) of the General Conditions: (a) the Subsidiary Loan Agreement has been executed on behalf of the Borrower and PAD; (b) an agreement satisfactory to the Association1 has been concluded between the Borrower and PAD providing for: (i) the full settlement by June 30, 1987 of existing reciprocal debts as of December 31, 1983; and (ii) all appropriate arrangements to ensure settlement of reciprocal debts arising between January 1, 1984 and June 30, 1985. (c) PAD has effectively increased, with effect as of July 1, 1984, the tariffs for all services of PAD in effect on the date of this Agreement by an average of at least 10%; (d) an expert in port operations with qualifications, experience and terms of reference satisfactory to the Association has been employed by PAD; and (e) all conditions precedent to the effectiveness of, or initial disbursements under, the Kuwait Fund Loan Agreement, the CCCE Loan Agreement and the Special Fund Credit Agreement have been fulfilled. -8- Section 5.02. The following are specified as additional matters, within the meaning of Section 12.02 (b) of the General Conditions, to be included in the opinion or opinions to be furnished to the Association: (a) that the Project Agreement has been duly authorized or ratified by PAD, and is legally binding upon PAD in accordance with its terms; and (b) that the Subsidiary Loan Agreement has been duly authorized or ratified by the Borrower and PAD and is legally binding upon the Borrower and PAD in accordance with its terms. Section 5.03. The date OL.604A 2,0, /10*0 is hereby specified for the purposes of Section 12.04 of the General Conditions. Section 5.04. The obligations of the Borrower under Sections 3.02, 3.04 and 4.02 of this Agreement shall cease and determine on the date on which the Development Credit Agreement shall terminate or on a date twenty-five years after the date of this Agreement, whichever shall be the earlier. ARTICLE VI Representative of the Borrower; Addresses Section 6.01. Except as provided in Section 2.10 of this Agreement, the Minister responsible for finance of the Borrower 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 purpose of Section 11.01 of the General Conditions: For the Borrower: Ministere de i'Economie et des Finances B.P. 4017 Dakar Republic of Senegal -9- Cable address: Telex: MINIFINANCES 3203 SG Dakar, Sdn4gal 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) 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. REPUBLIC OF SENEGAL By /$/ LkL. Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By/Sf/~ 14 4 Regional Vice President Western Africa - 10 - SCHEDULE 1 Withdrawal of the Proceeds of the Credit 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Credit, the allocation of the amounts of the Credit to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Credit Allocated % of (Expressed in Expenditures Category SDR Equivalent) to be Financed (1) Civil works for: (a) Part A.2 of 1,280,000 35% the Project (b) Part A.4 of 240,000 38% the Project (2) Consultant services for: (a) Part A.5 of 240,000 48% the Project (b) Parts B.1 (a), 410,000 23% B.2 (b), B.2 (c) and B.2 (d) of the Project (3) Consultant services 180,000 100% and equipment for Parts B.2 (e) and B.2 (f) of the Project (4) Unallocated 250,000 TOTAL 2,600,000 - 11 - 2. The disbursement percentages have been calculated in com- pliance with the policy of the Association that the proceeds of the Credit shall not 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; on this basis, if the amount of any such taxes levied on or in respect of items in any Category decreases or increases, the Association may, by notice to the Borrower, increase or decrease the disbursement percentage then applicable to such Category as required to be consistent with the aforemen- tioned policy of the Association. 3. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of expenditures made prior to the date of this Agreement. 4. Notwithstanding the allocation of an amount of the Credit or the disbursement percentages 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 insufficient to finance the agreed percentage of all expenditures in that Category, the Association may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated 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 expend.tures; 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. 5. 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 expenditure 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 Asso- ciation's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Credit. - 12 - SCHEDULE 2 Description of the Project The principal objectives of the Project are: (a) a reduction in freight costs through the strengthening of the container handling capacity at the port of Dakar and through rehabilitation and maintenance of other facilities; and (b) strengthening of PAD's organization and operations as a commercially-oriented and financially-autonomous public enterprise. The Project consists of the following: Part A: Facilities at the port of Dakar 1. Construction of a 430 m long quay wall (gravity block type) to permit the simultaneous berthing at any stage of the tide of two container vessels with up to 11.5 m draft. 2. Dredging to a depth of: (a) about 11.6 m below datum of the areas alongside the quay referred to in Part A.1 above, and (b) about 11 m below datum of the areas from the port entrance to the said quay; and reclaiming of an area behind the said quay wall of 8.2 ha for container handling. 3. Paving of the said container handling area and installations and linking of services including water, electricity, telephone, fuel lines and railway. 4. Rehabilitation and deferred maintenance works of certain port facilities. 5. Assistance to PAD in the supervision of the above con- struction works and training of PAD personnel in such super- vision. Part B: Strengthening of PAD's organization and operations 1. (a) Study of management requirements for the new container quay included in Part A of the Project; and (b) training of PAD personnel in container terminal management and operations. - 13 - 2. Assistance, and related training, to PAD to: (a) improve its operations and operational management; (b) improve its accounting systems and procedures and financial management; (c) carry out financial and managerial audits; (d) st:udy and recommend a new tariff structure; (e) evaluate information processing needs and provide to PAD necessary information processing means; and (f) introduce improved management information and control systems. The Project is expected to be completed by December 31, 1988. INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Development Association. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Association thereunto the day ofT______ 198 . FOR SECRETARY