Sierra Leone - Road Rehabilitation And Maintenance Project : Credit 2451 - Project Agreement - Conformed

CREDIT NUMBER 2451 SL Project Agreement (Roads Rehabilitation and Maintenance Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and SIERRA LEONE ROADS AUTHORITY Dated , 1993 CREDIT NUMBER 2451 SL PROJECT AGREEMENT AGREEMENT, dated ? 7 , 1993, between INTERNATIONAL DEVELOPMENT ASS6IATION (the Association) and the SIERRA LEONE ROADS AUTHORITY (SLRA). WHEREAS by the Development Credit Agreement of even date herewith between the Republic of Sierra Leone (the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to thirty-two million Special Drawing Rights (SDR 32,000,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that SLRA agrees to undertake such obligations toward the Association as are set forth in this Agreement; WHEREAS SLRA, in consideration of the Association's entering into the Development Credit Agreement with the Borrower, has agreed to undertake the obligations set forth in this Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Definitions Section 1.01. Unless the context otherwise requires, wherever used in this Agreement, the several terms defined in the Development Credit Agreement, the Preamble to this Agreement and in the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. (a) SLRA declares its commitment to the objectives of the Project as set forth in Schedule 2 to the Development Credit Agreement, and, to this end, shall carry out the Project with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and public utility practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the Project. -2- (b) SLRA shall open and thereafter maintain in the name of SLRA at a commercial bank: (i) a Project Account (the Project Account) into which shall be deposited all counterpart contributions which SLRA, the Borrower and any other contributors are required to make to the costs of the Project, and which shall be used exclusively for expenditures to be made under the Project; (ii) a Road Fund Account (the Road Fund Account) into which shall be deposited revenues from the Road Fund to SLRA and which shall be used exclusively for the purposes specified in the SLRA Act; and (iii) an SLRA Account (the SLRA Account) into which shall be deposited all other funds accruing to SLRA and which shall be used exclusively to meet expenditures not covered by the Project Account. (c) SLR& shall, by March 31, 1993, establish and thereafter maintain in a form and with functions and staffing satisfactory to the Association, a Project Coordinating Team to be headed by the Director General of SLRA. The Project Coordinating Team shall oversee the carrying out of the Project. (d) SLRA shall employ and assign to the Project Coordinating Team a project coordinator, engineering consultants and other key staff, all of whom shall be appointed on terms and conditions satisfactory to the Association. (e) SLRA shall carry out the transport sector components of the Project through the Department of Transport, Communications and Tourism and the Department of Works. SLRA shall however be responsible for coordinating Project activities relating to the said components. (f) SLRA sha'... carry out: (i) the non-motorized transport components included ..n Part C of the Project under an agreement between SLRA and the Principal Implementing NGO satisfactory to the Association; and (ii) the local training components included in Part A of the Project under an agreement between SLRA and. each of two local training institutions satisfactory to the Association. (g) SLRA shall: (i) carry out, in consultation with the Freetown City Council, the road improvement works to be carried out in the Freetown central business district under Part A (2) of the Project; and (ii) provide the Council, to the extent practicable, with such assistance as it may require in the establishment of a road maintenance unit for the City of Freetown. -3- Section 2.02. Except as the Association shall otherwise agree, procurement of the goods, works and consultants' services required for the Project and to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 1 to this Agreement. Section 2.03. SLRA shall carry out the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of the Project Agreement. Section 2.04. (a) SLRA shall, at the request of the Association, exchange views with the Association with regard to the pro*ress of the Project, the performance of its obligations under this Agreement and other matters relating to the purposes of the Credit. (b) SLRA shall promptly inform the Association of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the purposes of the Credit, or the performance by SLR& of its obligations under this Agreement. ARTICLE III Management and Operations of SLIA Section 3.01. SLRA shall carry on its operations and conduct its affairs in accordance with sound administrative, financial, engineering and public utility practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. Section 3.02. SLRA 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 public utility practices. Section 3.03. SLRA shall take out and maintain with responsible insurers, or make other provision satisfactory to the Association for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. -4- Section 3.04. SLRA shall not later than June 30, 1995 carry out jointly with the Association a mid-term review of the Project. The review shall be concerned with: (i) determining overall progress achieved in the carrying out of the Project during the first 24 months of the Project with respect to, inter alia, key monitoring indicators agreed with the Association; (ii) the performance of SLRA in the carrying out of the Project; (iii) the adequacy of counterpart funding for the Project; (iv) the level of budgetary allocations and actual expenditures for routine and recurrent maintenance; (v) the need for redesign or restructuring of the Project including the preparation of an action plan to ensure the carrying out of the Project to completion; (vi) the assessment of the results of studies, technical assistance, training programs and the development of domestic contractors under the Project; (vii) progress in reorganisation of the Road Transport Corporation; and (viii) relative unit costs of road works carried out by contract and by force account. Section 3.05. (a) SLRA shall before the commencement of the Project take, and thereafter maintain, all measures necessary to mitigate any adverse environmental impacts of the Project. (b) SLRA shall employ by March 31, 1993 an engineer to be in charge of assessing and monitoring the environmental impact of SLRA's road operations. Section 3.06. SLRA shall carry out all the actions described in Schedule 2 to this Agreement to the satisfaction of the Association. ARTICLE IV Financial Covenants Section 4.01. (a) SLRA shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) SLRA shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing -5- 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 copies 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 Association shall have reasonably reqaested; and (iii) furnish to the Association such other information concerning said records and accounts and the audit thereof, as the Association 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 Development Credit Agreement becomes effective. Section 5.02. (a) This Agreement and all obligations of the Association and of SLRA thereunder shall terminate on the earlier of the following two dates: (i) the date on which the Development Credit Agreement shall terminate in accordance with its terms; or (ii) the date 20 years after the date of this Agreement. (b) If the Development Credit Agreement terminates in accordance with its terms before the date specified in paragraph (a) (ii) of this Section, the Association shall promptly notify SLRA of this event. 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. -6- 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 Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 197688 (TRT), Washington, D.C. 248423 (RCA), 64145 (WUI) or 82987 (FTCC) For SLRA: Sierra Leone Roads Authority P.M.B. 1324 Freetown Sierra Leone Telex: 3210 BOOTH SL 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 SLRA or by SLRA on behalf of the Borrower under the Development Credit Agreement, may be taken or executed by SLRA' s Director General or such other person or persons as SLEA -7- shall designate in writing, and SLRA shall furnish to the Association 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 duly authorized representatives, have caused this Agreement to be signed in their respective names in the District of Colimbia, United States of America, as of the day and year first above written. INTERNATIONAL DEVELOPMENT ASSOCIATION By /I'egional Vice President 6/' Africa SIERRA LEONE ROADS AUTHORITY By V Authorized Representative -8- SCHEDULE 1 Procurcment and Consultants' Services Section I: Procurement of Goods and Works Part A: International Competitive Biddinz 1. Except as provided in Part B hereof, goods and works 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 1992 (the Guidelines). 2. Goods to be procured through international competitive bidding, shall be exempted from pre-shipment price inspection by a third party. Part B: Other Procurement Procedures 1. Goods estimated to cost less than $300,000 equivalent per contract (up to an aggregate amount not to exceed $300,000 equivalent) and works estimated to cost less than $500,000 equivalent per contract (up to an aggregate amount not to exceed $4,700,000 equivalent), may be procured under contracts awarded on the basis of competitive bidding, advertised locally, in accordance with procedures satisfactory to the Association. 2. Goods estimated to cost less than $60,000 equivalent per contract (up to an aggregate amount not to exceed $400,000 equivalent) may be procured under contracts awarded on thA basis of comparison of price quotations obtained from at least three suppliers eligible under the Guidelines, in accordance with procedures acceptable to the Association. 3. Spare parts and accessories of a proprietary nature obtainable from one source and prototypes for the non-motorized transport components of the Project (up to an aggregate amount not to exceed $400,000 equivalent) may, with the prior approval of the Association, be purchased by direct contracting from original suppliers or sources in accordance with paragraph 3.5 (b) and (c) of the Guidelines. Part C: Review by the Association of Procurement Decisions -9- 1. Review of invitations to bid and of proposed awards and final contracts: (a) With respect to each contract estimated to cost the equivalent of $300,000 or more, the procedures set forth in paragraphs 2 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contract are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of the contract required to be furnished to the Association pursuant to paragraph 2 (d) of said Appendix shall be furnished to the Association prior to the making of the first payment out of the Special Account in respect of such contract. (b) With respect to each contract not governed by the pre- ceding paragraph, the procedures set forth in paragraphs 3 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contract are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of the contract together with the other information required to be furnished to the Association pursuant to paragraph 3 of said Appendix shall be furnished to the Association as part of the evidence to be furnished pursuant to paragraph 4 of Schedule 3 to the Development Credit Agreement. (c) The provisions of the preceding subparagraph (b) shall not apply to contracts on account of which withdrawals from the Credit Account are to be made on the basis of statements of expenditure. 3. The figure of 10% is hereby specified for purposes of para- graph 4 of Appendix 1 to the Guidelines. Section II: Employment of Consultants In order to assist SLRA in carrying out the Project, SLRA shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. Such 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. - 10 - SCHEDULE 2 Actions referred to in Section 3.06 of this Agreement 1. (a) SLRA shall, not later than April 30 in each of the following years, namely, 1993 through 1997, prepare and furnish to the Association for the Association's review and comments estimates satisfactory to the Association of the local funding needs of the roads sector for each such year. (b) SLRA shall, not later than one month before the commencement of each fiscal year, prepare and furnish to the Association for the Association's review and comments annual and quarterly estimates satisfactory to the Association of the expenditures to be made under the Project. 2. Without limitation or restriction upon any of its other obligations under this Agreement, SLRA shall: (i) have financial and work verification audits of the Project Account, the Road Fund Account and the SLRA Account carried out every six months (the six months audit period), 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 of the six months audit period 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 the Project Account, the Road Fund Account and the SLRA Account as the Association shall from time to time reasonably request. 3. SLRA shall, jointly with the Borrower, prepare and furnish to the Association not later than January 31, 1993 guidelines satisfactory to the Association regulating the use, in accordance with the provisions of the SLRA Act, of revenues accruing to SLEA in the Road Fund. - 11 - 4. SLRA shall ensure that its salary structure and levels are, in real terms, maintained by SLRA's Board of Directors at levels, and in accordance with principles and practices, satisfactory to the Association. 5. (a) SLRA shall for the purpose of employing consultants and contractors to assist in carrying out the Project, use sample bidding documents and letters of invitation and sample consultants' contracts satisfactory to the Association. (b) SLRA shall furnish to the Association for its review and comments samples of the bidding documents it proposes to use for the procurement through local competitive bidding, of goods or works required for the Project before bidding documents are released to bidders. 6. (a) SLRA shall prepare and furnish to the Association not later than one month after the end of each quarter, quarterly progress reports for the Project satisfactory to the Association including: (i) details of progress achieved against agreed implementation and disbursement schedules and key performance indicators; and (ii) work programs and cost estimates for the next following quarter and for the entire Project. (b) SLRA shall prepare, and furnish to the Association, a completion report for the Project satisfactory to the Association not later than six months after the Closing Date. INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the International Development Association. FOR SECRETARY