Conformed Copy - L3650 - Institution Building/Technical Assistance Project - Japanese Grant Agreement

Page 1 CONFORMED COPY JAPANESE GRANT RELATED TO LOAN NUMBER 3650 UZ Japanese Grant Agreement (Institution Building/Technical Assistance Project: Telecommunications Component) between REPUBLIC OF UZBEKISTAN and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT as Administrator of Grant Funds provided by JAPAN Dated October 22, 1993 JAPANESE GRANT AGREEMENT AGREEMENT, dated October 22, 1993, between REPUBLIC OF UZBEKISTAN (the Recipient) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank) acting as Administrator (the Administrator) of grant funds provided by JAPAN (Japan). WHEREAS (A) pursuant to a Loan Agreement (Institution Building Project), dated October 22, 1993, between the Recipient and the Bank (the IBRD Loan Agreement), the Bank has agreed to extend to the Recipient a loan in an amount in various currencies equivalent to twenty one million dollars ($21,000,000) to assist in the financing of the Project described in Schedule 2 to the IBRD Loan Agreement (the Project); WHEREAS (B) pursuant to a letter agreement dated July 30, 1990 between Japan and the Bank and International Development Association (the Association), Japan has requested the Bank and the Association, and the Bank and the Association have agreed, to administer grant funds to be made available by Japan for the financing of certain programs and projects supported by the Bank and the Association, as the case may be, in accordance with the provisions of such letter agreement; WHEREAS (C) Japan has agreed to make available to the Recipient a grant out of said grant funds (the Grant) to assist the Page 2 Recipient in carrying out the Project on the terms and conditions hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. (a) The following provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated January 1, 1985, with the modifications set forth in paragraph (b) of this Section (the General Conditions) constitute an integral part of this Agreement: (i) Article I; (ii) Sections 2.01 (1), (2), (3), (4), (6), (8), (9), (10), (11), (18) and (20), 2.02 and 2.03; (iii) Section 3.01; (iv) Section 4.01 and the first sentence of Section 4.09; (v) Article V; (vi) Sections 6.01, 6.02 (a), (c), (d), (e), (f), (i) and (k), 6.03, 6.04 and 6.06; (vii) Section 8.01 (b); (viii) Sections 9.01 (a) and (c), 9.04, 9.05, 9.06, 9.07, 9.08 and 9.09; (ix) Sections 10.01, 10.03 and 10.04; and (x) Article XI. (b) The General Conditions shall be modified as follows: (i) the term "Bank", wherever used in the General Conditions, other than in Sections 2.01 (8) and 6.02 (f) thereof and the last use of such term in Section 5.01 thereof, means the International Bank for Reconstruction and Development acting as Administrator of the Grant pursuant to the letter agreement between Japan and the Bank and the Association referred to in Recital (B) of this Agreement, except that in Section 6.02, the term "Bank" shall also include the International Bank for Reconstruction and Development acting in its own capacity; (ii) the term "Borrower", wherever used in the General Conditions, means the Recipient; (iii) the term "Loan Agreement", wherever used in the General Conditions, means this Agreement except that in Section 6.02 (a), the term "Loan Agreement" means the IBRD Loan Agreement; (iv) the term "Loan", wherever used in the General Conditions, means the Grant; (v) the term "Loan Account", wherever used in the General Conditions means the Grant Account, an account opened by the Administrator on its books in the name of the Recipient to which the amount of the Grant is credited; and (vi) Section 4.01 shall be modified to read: Page 3 "Withdrawals from the Grant Account shall be made in dollars; provided, however, that if the expenditures to be financed out of the Grant have been paid or are payable in another currency, the Administrator shall, at the request of the Recipient, purchase such currency with the proceeds of such withdrawal." Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions, in the Recitals to this Agreement and in the IBRD Loan Agreement have the respective meanings therein set forth. ARTICLE II The Grant Section 2.01. The Administrator agrees to make available to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a grant in an amount of one million dollars ($1,000,000). Section 2.02. (a) The amount of the Grant may be withdrawn from the Grant 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 Recipient and the Administrator, for expenditures made (or, if the Administrator shall so agree, to be made) in respect of the reasonable cost of goods and services required for Part E.2 of the Project and to be financed out of the Grant. (b) The Recipient shall, for the purposes of Part E.2 of the Project, open and maintain in dollars a special deposit account in a commercial bank on terms and conditions satisfactory to the Administrator, including appropriate protection against set-off, seizure and attachment. Deposits into, and payments out of, the Special Account shall be made in accordance with the provisions of Schedule 2 to this Agreement. Section 2.03. Except as the Administrator shall otherwise agree, goods and services to be financed out of the Grant shall be procured in accordance with the provisions of Schedule 4 to the IBRD Loan Agreement. Section 2.04. The Closing Date shall be October 31, 1997 or such later date as the Administrator shall establish. The Administrator shall promptly notify the Recipient of such later date. ARTICLE III Execution of the Project Section 3.01. Except as otherwise expressly provided herein, Articles III, IV and V of the IBRD Loan Agreement, including the Schedules referred to therein, are hereby incorporated into this Agreement with the same force and effect as if they were fully set forth herein, it being understood that all references in said Articles to the "Bank" shall be deemed to be references to the Bank as Administrator of the Grant under this Agreement, all references to the "Borrower" shall be deemed to be references to the Recipient, and all references to the "Loan" and the "Loan Account" shall be deemed to be references to the Grant and the Grant Account, respectively. ARTICLE IV Effectiveness Section 4.01. (a) This Agreement shall become effective upon the Effective Date of the IBRD Loan Agreement, and the Administrator Page 4 shall promptly notify the Recipient of such date. (b) This Agreement and all obligations of the parties hereto shall terminate if the IBRD Loan Agreement shall terminate pursuant to Section 12.04 of the General Conditions for failure to become effective. Section 4.02. Subject to Section 4.01(b) of this Agreement, this Agreement shall continue in effect until the Grant has been fully disbursed and the parties to this Agreement have fulfilled their obligations hereunder. ARTICLE V Representation Section 5.01. The Minister of Finance of the Recipient is designated as representative of the Recipient for the purposes of Section 11.03 of the General Conditions. Section 5.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Recipient: Ministry of Finance Mustakillik Meydani Tashkent Republic of Uzbekistan Telex: 116360 IKBOL For the Administrator: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 197688 (TRT), Washington, D.C. 248423 (RCA), 64145 (WUI) or 82987 (FTCC) IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names as of the day and year first above written. REPUBLIC OF UZBEKISTAN By /s/ Bakhtiayr Sultanovich Hamidov Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT as Administrator of the Grant Page 5 By /s/ Wilfried Thalwitz Regional Vice President Europe and Central Asia SCHEDULE 1 Withdrawal of the Grant 1. The table below sets forth the Categories of items to be financed out of the Grant, the allocation of the amounts of the Grant to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Grant Allocated % of (Expressed Expenditures Category in Dollars) to be Financed (1) Consultants' 920,000 100% services and training (2) Computers, 80,000 100% of foreign equipment expenditures, 100% and materials of local expendi- tures (ex-factory cost), and 75% of local expenditures for other items procured locally _________ TOTAL 1,000,000 ========= 2. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expenditures prior to the date of the IBRD Loan Agreement. SCHEDULE 2 Special Account 1. For the purposes of this Schedule: (a) the term "eligible Categories" means Categories (1) and (2) 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 Part E.2 of the Project and to be financed out of the amount of the Grant allocated from time to time to the eligible Category