Conformed Copy - C1965 - Fourth Education Project - Development Credit Agreement

Page 1 CONFORMED COPY CREDIT NUMBER 1965 UG (Fourth Education Project) between THE REPUBLIC OF UGANDA and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated December 9, 1988 CREDIT NUMBER 1965 UG DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated December 9, 1988, between THE REPUBLIC OF UGANDA (the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). WHEREAS the Borrower, being satisfied of the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested the Association to assist in the financing of the Project; and 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 set forth in this Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Page 2 Section 1.01. The "General Conditions Applicable to Development Credit Agreements" of the Association, dated January 1, 1985, with the last sentence of Section 3.02 deleted (the General Conditions), constitute an integral part of this Agreement. Section 1.02. Unless the context otherwise requires, the several terms defined in the General Conditions have the respec- tive meanings therein set forth, and the following additional terms have the following meanings: (a) "Special Account" means the account referred to in Section 2.02 (b) of this Agreement; (b) "MOE" means the Borrower's Ministry of Education; (c) "MOF" means the Borrower's Ministry of Finance; (d) "PIU" means the Project Implementation Unit within MOE; (e) "TF" means the Textbook Fund to be established under Part B.1 of the Project; (f) "NCDC" means the National Curriculum Development Center within MOE; (g) "STEPU" means the Science and Technology Equipment and Production Unit; (h) "EPRC" means the Education Policy Review Commission; (i) "Third Education Project" means the Project described in Schedule 2 to the Development Credit Agreement (Third Education Project), dated March 11, 1983, between the Borrower and the Association; (j) "U Sh" means Uganda shillings, the currency of the Borrower; and (k) "Project Preparation Advance" means the project preparation advance granted by the Association to the Borrower pursuant to an exchange of letters, dated December 10, 1987, and January 15, 1988, between the Borrower and the Association. 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 seventeen million one hundred thousand Special Drawing Rights (SDR 17,100,000). Section 2.02. (a) The amount of the Credit may be withdrawn from the Credit Account, in accordance with the provisions of Schedule 1 to this Agreement, 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 described in Schedule 2 to this Agreement, and to be financed out of the proceeds of the Credit. (b) The Borrower shall, for the purposes of the Project, open and maintain in dollars, through the Bank of Uganda, a special account in a commercial bank on terms and conditions satisfactory to the Association. Deposits into, and payments out of, the Special Account shall be made in accordance with the provisions of Schedule 5 to this Agreement. (c) Promptly after the Effective Date, the Association shall, on behalf of the Borrower, withdraw from the Credit Account Page 3 and pay to itself the amount required to repay the principal amount of the Project Preparation Advance, withdrawn and outstanding as of such date, and to pay all unpaid charges thereon. The unwithdrawn balance of the authorized amount of the Project Preparation Advance shall thereupon be cancelled. Section 2.03. The Closing Date shall be June 30, 1994, or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. Section 2.04. (a) The Borrower shall pay to the Association a commitment charge on the principal amount of the Credit, not withdrawn from time to time, at a rate to be set by the Association as of June 30 of each year, but not to exceed the rate of one-half of one percent (1/2 of 1%) per annum. (b) The commitment charge shall accrue: (i) from a date sixty (60) days after the date of this Agreement (the accrual date) to the respective dates on which amounts shall be withdrawn by the Borrower from the Credit Account or cancelled; (ii) at the rate set as of the June 30 immediately preceding the accrual date or at such other rates as may be set from time to time thereafter pursuant to paragraph (a) above. The rate set as of June 30 in each year shall be applied as of the next payment date in that year specified in Section 2.06 of this Agreement, except that the rate set as of June 30, 1988, shall be applied as of July 1, 1988. (c) 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 eligible currency or currencies as may from time to time be designated or selected pursuant to the provisions of that Section. Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one percent (3/4 of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.06. Commitment charges and service charges shall be payable semiannually on May 15 and November 15 in each year. Section 2.07. (a) Subject to paragraphs (b) and (c) below, the Borrower shall repay the principal amount of the Credit in semiannual installments payable on each May 15 and November 15 commencing May 15, 1999, and ending November 15, 2028. Each installment to and including the installment payable on November 15, 2008, shall be one percent (1%) of such principal amount, and each installment thereafter shall be two percent (2%) of such principal amount. (b) Whenever: (i) the Borrower's gross national product per capita, as determined by the Association, shall have exceeded $790 in constant 1985-dollars for five consecutive years; and (ii) the Bank shall consider the Borrower creditworthy for Bank lending, Page 4 the Association may, subsequent to the review and approval thereof by the Executive Directors of the Association and, after due consideration by them of the development of the Borrower's economy, modify the terms of repayment of installments under paragraph (a) above by requiring the Borrower to repay twice the amount of each such installment not yet due until the principal amount of the Credit shall have been repaid. If so requested by the Borrower, the Association may revise such modification to include, in lieu of some or all of the increase in the amounts of such installments, the payment of interest at an annual rate agreed with the Association on the principal amount of the Credit withdrawn and outstanding from time to time, provided that, in the judgment of the Association, such revision shall not change the grant element obtained under the above-mentioned repayment modification. (c) If, at any time after a modification of terms pursuant to paragraph (b) above, the Association determines that the Borrower's economic condition has deteriorated significantly, the Association may, if so requested by the Borrower, further modify the terms of repayment to conform to the schedule of installments as provided in paragraph (a) above. Section 2.08. The currency of the United States of America is hereby specified for the purposes of Section 4.02 of the General Conditions. ARTICLE III Execution of the Project 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, shall carry out the Project, through MOE, with due diligence and efficiency, and in conformity with appropriate educational, financial and administrative practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without limitation upon the provisions of paragraph (a) of this Section and, except as the Borrower and the Association shall otherwise agree, the Borrower shall carry out the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (c) Pursuant to paragraph (a) of this Section, the Borrower shall, on a quarterly basis, make available to MOE, for use by PIU, such funds in Uganda shillings, as are estimated to be required by PIU in the following three-month period to cover expenditures which are not to be covered by withdrawals from the Credit Account. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods and services required for the Project, and to be financed out of the proceeds of the Credit, shall be governed by the provisions of Schedule 3 to this Agreement. Section 3.03. The Borrower shall, no later than December 31, 1989, submit to the Association, for its review, a satisfactory action plan to eliminate the discrepancy between the number of primary and secondary school teachers actually performing teaching duties and the number of teachers on the payroll. Section 3.04. The Borrower shall, no later than December 31, 1990, submit to the Association, for its review and comments, an action plan to: (a) ensure that the level of enrollment at primary school teachers' training colleges is cost-effective; and (b) improve the ratio of school-size to number of subjects Page 5 offered at secondary school teachers' training colleges and technical and vocational institutions. ARTICLE IV Financial Covenants Section 4.01. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect, in accordance with 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. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section, including those for the Special Account and the TF for each fiscal year, audited, in accordance with appropriate 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 six months after the end of each such year, a certified copy of 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 said records, accounts and the audit thereof as the Association shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Association has received the audit for the fiscal year in which the last withdrawal from the Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) as evidence of such expenditures; (iii) enable the Association's representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. ARTICLE V Termination Section 5.01. The date ninety (90) days after the date of this Agreement is hereby specified for the purposes of Section 12.04 of the General Conditions. ARTICLE VI Page 6 Representative of the Borrower; Addresses Section 6.01. The Minister of 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 purposes of Section 11.01 of the General Conditions: For the Borrower: Ministry of Finance P.O. Box 8147 Kampala Uganda Cable address: Telex: FINSEC 61170 Kampala For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 2O433 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 duly authorized representatives, 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. THE REPUBLIC OF UGANDA By /s/ Stephen K. Katenta Apuli Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ Callisto Madavo Acting Regional Vice President Africa 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: Page 7 Amount of the Credit Allocated % of (Expressed in Expenditures Category SDR Equivalent) to be Financed (1) Textbooks 6,000,000 100% of foreign expenditures (2) Instructional 2,000,000 100% of foreign materials, and expenditures and teaching and 80% of local office equipment expenditures (3) Vehicles, 200,000 100% of foreign motorcycles and expenditures and spare parts 80% of local expenditures (4) Technical 1,230,000 100% assistance (5) Training abroad 220,000 100% of foreign expenditures (6) Overseas shipping 2,330,000 100% of foreign and consolidation expenditures (7) In-country workshops 210,000 50% and seminars Amount of the Credit Allocated % of (Expressed in Expenditures Category SDR Equivalent) to be Financed (8) Operating costs: (a) for Part B.2 120,000 30% of the Project (b) other 340,000 15% (9) Refunding of 250,000 Amount due pur- Project Preparation suant to Section Advance 2.02 (c) of this Agreement (10) Unallocated 4,200,000 __________ TOTAL 17,100,000 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures in the currency of any country other than that of the Borrower for goods or services supplied from the territory of any country other than that of the Borrower; (b) the term "local expenditures" means expenditures in the currency of the Borrower or for goods or services supplied from the territory of the Borrower; and (c) the term "operating costs" means expenditures for: (i) office supplies and office communications services; (ii) fuel and maintenance of vehicles, including motorcycles, procured from the proceeds of the Page 8 Credit and the Credit made under the Third Education Project; and (iii) per-diem allowances. 3. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for: (a) expenditures prior to the date of this Agreement; and (b) expenditures under Category (8)(a), unless the Association receives by September 30 of each year, beginning on September 30, 1990, a satisfactory performance report on Part B.2 of the Project for the preceding fiscal year and a satisfactory work program for the subsequent fiscal year. SCHEDULE 2 Description of the Project The objectives of the Project are to: (a) maintain the momentum of the Borrower's educational rehabilitation efforts and ensure their sustainability; (b) assist the Borrower in initiating, on a pilot basis, a revolving textbook fund for the replenishment of instructional materials; (c) strengthen key institutions in MOE; and (d) prepare for a subsequent project to address the Borrower's strategy for the education sector. The Project consists of the following parts, subject to such modifications thereof as the Borrower and the Association may agree upon from time to time to achieve such objectives: Part A: Textbooks and Instructional Materials Acquisition of textbooks, teachers' guides and other instructional materials, and equipment for the rehabilitation of about 3,400 primary schools. Part B: Institutional and Policy Development 1. Establishment, on a pilot basis, of a revolving fund for replenishment of textbooks and instructional materials in schools selected from among those assisted under the Third Education Project. 2. Strengthening MOE's inspectorate through technical assistance, training, including workshops and seminars, and the acquisition of vehicles, including motorcycles and spare parts. 3. Strengthening NCDC's ability to produce, revise and test syllabi and course materials (on a pilot basis), and assess the cost effectiveness, quality and reliability of local publishing and printing. 4. Strengthening STEPU's ability to undertake experimental work on simple low-cost science instructional materials and equipment, through training, consultants' services and the acquisition of office equipment. 5. Strengthening NEPRC through consultants' services, study tours and seminars. Part C: Studies Page 9 Carrying out studies required to implement policy measures in the education sector and preparing for a subsequent education sector operation. * * * The Project is expected to be completed by December 31, 1993. SCHEDULE 3 Procurement and Consultants' Services Section I. Procurement of Goods Part A: International Competitive Bidding Except as provided in Part C hereof, goods and overseas shipping and consolidation services shall be procured under contracts awarded in accordance with procedures consistent with those set forth in Sections I and II of the "Guidelines for Procurement under IBRD Loans and IDA Credits", published by the Bank in May 1985 (the Guidelines). Part B: Preference for Domestic Manufacturers In the procurement of goods in accordance with the procedures described in Part A.1 hereof, goods manufactured in Uganda may be granted a margin of preference in accordance with, and subject to, the provisions of paragraphs 2.55 and 2.56 of the Guidelines and paragraphs 1 through 4 of Appendix 2 thereto. Part C: Other Procurement Procedures 1. Materials, equipment, vehicles, motorcycles and spare parts estimated to cost less than $50,000 per contract, up to an aggregate amount not to exceed the equivalent of $380,000, may be procured on the basis of competitive bidding, advertised locally, in accordance with procedures satisfactory to the Association. 2. Contracts for the purchase of books for Part A of the Project may be procured on the basis of negotiations with publishing houses holding copyrights on such books. Part D: Review by the Association of Procurement Decisions 1. Review of invitations to bid, proposed awards and final contracts: (a) With respect to each contract estimated to cost the equivalent of $100,000 or more, the procedures set forth in paragraphs 2 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contracts are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of each such contract required to be furnished to the Association, pursuant to paragraph 2 (d) of Appendix 1 to the Guidelines, shall be furnished to the Association prior to the making of the first payment out of the Special Account in respect of each such contract. (b) With respect to each contract not governed by the preceding paragraph, the procedures set forth in paragraphs 3 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contracts are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of each such contract, together with the other information required to be furnished to the Association pursuant to paragraph 3 of Appendix 1 to the Guidelines, shall be furnished to the Association as part of the evidence to be furnished pursuant to paragraph 4 of Schedule 5 to this Agreement. Page 10 (c) The provisions of the preceding subparagraphs (a) and (b) shall not apply to contracts on account of which the Association has authorized withdrawals from the Credit Account on the basis of statements of expenditure. Such contracts shall be retained in accordance with Section 4.01 (c) (ii) of this Agreement. 2. The figure of 15% is hereby specified for purposes of paragraph 4 of Appendix 1 to the Guidelines. Section II. Employment of Consultants In order to assist the Borrower in carrying out the Project, the Borrower shall employ experts and consultants whose qualifications, experience, and terms and conditions of employment shall be satisfactory to the Association. Such experts and consultants shall be selected in accordance with principles and procedures, satisfactory to the Association, on the basis of the "Guidelines for the Use of Consultants by World Bank Borrowers and by The World Bank as Executing Agency", published by the Bank in August 1981. SCHEDULE 4 Implementation Program Project Management 1. In order to facilitate the proper implementation of the Project, MOE shall continue to maintain PIU with overall responsibility for the management and coordination of all Project activities. PIU's staff shall include a Director, an Advisor to the Director, a Deputy Director, a Procurement Manager, a Distribution Manager, an Accountant, and an adequate number of support staff whose qualifications shall be satisfactory to the Association. 2. In order to assist PIU in the implementation of the Project, MOE shall, as and when required, employ technical assistance staff, who shall form part of PIU. 3. PIU shall prepare and submit, to the Association, semiannual reports on the progress of implementation of all Project activities, and, promptly after the completion of the Project, the Project completion report referred to in Section 9.06 of the General Conditions. Part B of the Project TF 4. With the assistance of a suitably qualified consultant, MOE shall take appropriate steps to launch TF, with annual contri- butions from parents, communities and MOE, for the purchase of books and instructional materials to be used by schools in four districts selected by MOE on the basis of selection criteria satisfactory to the Association. MOE shall, by May 31, 1989, submit to the Association, for its review and comments, a detailed plan for the operation of TF including: (a) specific arrangements for the collection of TF funds; (b) arrangements to be made between MOE, MOF and the Bank of Uganda under which MOF shall ensure that adequate foreign exchange shall be made available to MOE for the acquisition of textbooks and educational materials with TF funds; (c) specific criteria for monitoring progress during the implementation of TF; and (d) the level of the Borrower's contributions to the TF. Page 11 5. MOE shall, no later than June 30, 1990, carry out an evaluation of the pilot scheme to: (a) determine the extent of success of the scheme, including an assessment of the underlying causes; (b) verify that all schools which make contributions to the scheme actually receive their entitlements; and (c) recommend appropriate modifications to the operation of the scheme. 6. MOE shall, no later than June 30, 1991, carry out a second evaluation of the scheme and, subject to the results of such evaluation, make appropriate recommendations. The Association shall be afforded an opportunity to review and comment on such recommendations. Inspectorate 7. MOE shall, with the assistance of a suitably qualified expert: (a) prepare a detailed plan, including a work program and strategy, satisfactory to the Association, for improving and strengthening the Inspectorate; (b) organize and conduct workshops, seminars and training programs for inspectors at the district and regional levels; (c) prepare suitable handbooks and guidelines for the use of inspectors, teachers and headmasters; and (d) strengthen the system of vehicle use and maintenance. 8. By September 30, 1989, MOE shall submit to the Association, for its review, a three-year work program for the period beginning July 1, 1990, and ending June 30, 1993, satisfactory to the Association, and, by September 30 of each subsequent year, submit a performance report for the preceding fiscal year and an updated work program for the following fiscal year. Part C of the Project 9. MOE shall, with the assistance of consultants if required, carry out studies for: (a) implementing policy measures resulting from ongoing assessments of the education sector; (b) carrying out Project activities; and (c) preparing for a subsequent education sector operation. SCHEDULE 5 Special Account 1. For the purposes of this Schedule: (a) the term "Eligible Categories" means Categories (1) through (8) set forth in the table in paragraph 1 of Schedule 1 to this Agreement; (b) the term "Eligible Expenditures" means expenditures 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 allocated from time to time to the Eligible Categories in accordance with the provisions of Schedule 1 to this Agreement; Page 12 and (c) the term "Authorized Allocation" means an amount equivalent to $2,000,000 to be withdrawn from the Credit Account and deposited into the Special Account pursuant to paragraph 3 (a) of this Schedule. 2. Payments out of the Special Account shall be made exclusively for Eligible Expenditures in accordance with the provisions of this Schedule. 3. After the Association has received satisfactory evidence that the Special Account has been duly opened, withdrawals of the Authorized Allocation and subsequent withdrawals to replenish the Special Account shall be made as follows: (a) For withdrawals of the Authorized Allocation, the Borrower shall furnish to the Association a request or requests for a deposit or deposits which do not exceed the aggregate amount of the Authorized Allocation. On the basis of such request or requests, the Association shall, on behalf of the Borrower, withdraw from the Credit Account and deposit into the Special Account such amount or amounts as the Borrower shall have requested. (b) (i) For replenishment of the Special Account, the Borrower shall furnish to the Association requests for deposits into the Special Account at such intervals as the Association shall specify. (ii) Prior to or at the time of each such request, the Borrower shall furnish to the Association the documents and other evidence required, pursuant to paragraph 4 of this Schedule, for the payment or payments in respect of which replenishment is requested. On the basis of each such request, the Association shall, on behalf of the Borrower, withdraw from the Credit Account and deposit into the Special Account such amount as the Borrower shall have requested and as shall have been shown by said documents and other evidence to have been made out of the Special Account for Eligible Expenditures. All such deposits shall be withdrawn by the Association from the Credit Account, under the respective Eligible Categories and in the respective equivalent amounts, as shall have been justified by said documents and other evidence. 4. For each payment made by the Borrower out of the Special Account, the Borrower shall, at such time as the Association shall reasonably request, furnish to the Association such documents and other evidence showing that such payment was made exclusively for Eligible Expenditures. 5. Notwithstanding the provisions of paragraph 3 of this Schedule, the Association shall not be required to make further deposits into the Special Account: (a) if, at any time, the Association shall have determined that all further withdrawals should be made by the Borrower directly from the Credit Account, in accordance with the provisions of Article V of the General Conditions and paragraph (a) of Section 2.02 of this Agreement; or (b) once the total unwithdrawn amount of the Credit allocated to the Eligible Categories, less the amount of any outstanding special commitment entered into by the Association pursuant to Section 5.02 of the General Conditions, with respect to the Project, shall equal the equivalent of twice the amount of the Authorized Allocation. Thereafter, withdrawal from the Credit Account of the remaining unwithdrawn amount of the Credit Page 13 allocated to the Eligible Categories shall follow such procedures as the Association shall specify by notice to the Borrower. Such further withdrawals shall be made only after and to the extent that the Association shall have been satisfied that all such amounts remaining on deposit in the Special Account, as of the date of such notice, will be utilized in making payments for Eligible Expenditures. 6. (a) If the Association shall have determined at any time that any payment out of the Special Account: (i) was made for an expenditure or in an amount not eligible pursuant to paragraph 2 of this Schedule; or (ii) was not justified by the evidence furnished to the Association, the Borrower shall, promptly upon notice from the Association: (A) provide such additional evidence as the Association may request; or (B) deposit into the Special Account (or, if the Association shall so request, refund to the Association) an amount equal to the amount of such payment or the portion thereof not so eligible or justified. Unless the Association shall otherwise agree, no further deposit by the Association into the Special Account shall be made until the Borrower has provided such evidence or made such deposit or refund, as the case may be. (b) If the Association shall have determined at any time that any amount outstanding in the Special Account will not be required to cover further payments for Eligible Expenditures, the Borrower shall, promptly upon notice from the Association, refund to the Association such outstanding amount. (c) The Borrower may, upon notice to the Association, refund to the Association all or any portion of the funds on deposit in the Special Account. (d) Refunds to the Association made pursuant to para- graphs 6 (a), 6 (b) and 6 (c) of this Schedule shall be credited to the Credit Account for subsequent withdrawal or for cancellation in accordance with the relevant provisions of this Agreement, including the General Conditions.