Madagascar - Antananarivo Urban Works Project : Credit 2591 - Project Agreement - Conformed

CREDIT NUMBER 2591 MAG Project Agreement (Antananarivo Urban Works Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and AGENCE D'EXCUTION DES TRAVAUX D'INFRASTRUCTURES PUBLIQUES D' ANTANANARIVO Dated -9 , 1994 CREDIT NUMBER 2591 MAG PROJECT AGREEMENT AGREEMENT, dated p -L , 1994, between INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association) and AGENCE D'EXECUTION DES TRAVAUX D'INFRASTRUCTURES PUBLIQUES D'ANTANANARIVO. WHEREAS (A) by the Development Credit Agreement of even date herewith between Republic of Madagascar (the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to thirteen million three hundred thousand Special Drawing Rights (SDR 13,300,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that AGETIPA agree to undertake such obligations toward the Association as are set forth in this Agreement; (B) by a Convention entered into between the Borrower and AGETIPA, the proceeds of the credit provided for under the Development Credit Agreement will be transferred to AGETIPA on the terms and conditions set forth in said Convention; and WHEREAS AGETIPA, 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, the several terms defined in the Development Credit 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) AGETIPA 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 technical practices, and shall provide, or cause to be provided, promptly as -2- 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 Association and AGETIPA shall otherwise agree, AGETIPA shall carry out the Project in accordance with the Implementation Program set forth in Schedule 2 to this Agreement. 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. AGETIPA 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. AGETIPA shall duly perform all its obligations under the Convention and the Procedures Manual. Except as the Association shall otherwise agree, AGETIPA shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Convention or the Procedures Manual, or any provision thereof. Section 2.05. (a) AGETIPA shall, at the request of the Association, exchange views with the Association with regard to the progress of the Project, the performance of its obligations under this Agreement, the Convention and the Procedures Manual, and other matters relating to the purposes of the Credit. (b) AGETIPA 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 AGETIPA of its obligations under this Agreement, the Convention and the Procedures Manual. (c) Without prejudice to the generality of the foregoing, AGETIPA shall participate fully in the midterm review referred to in paragraph I (a) of Schedule 3 to the Development Credit Agreement and, to this end, shall: (a) furnish to the Borrower and the Association such reports as may be required for that purpose, and in such detail as the Borrower or the Association shall reasonably -3- request, on the progress and status of the Project; and (b) following each such review, act promptly and diligently, in order to take, or assist the Borrower in taking, any corrective action deemed necessary to remedy any shortcoming noted in the implementation of the Project, or to implement, or assist the Borrower in implementing, such other measures as may have been agreed upon between the parties in furtherance of the objectives of the Project. ARTICLE III Management and Operations of AGETIPA Section 3.01. (a) AGETIPA shall carry on its operations and conduct its affairs in accordance with sound administrative, financial and technical practices, and under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. (b) AGETIPA shall ensure that the position of Director General of AGETIPA shall be kept filled at all times by a person, whose qualifications and experience shall have been communicated to the Association and found to be acceptable. Section 3.02. AGETIPA 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 technical practices. Section 3.03. AGETIPA 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. ARTICLE IV Financial Covenants Section 4.01. (a) AGETIPA shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. -4- (b) AGETIPA shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements), including those for the Special Account and the Project Account, audited on a quarterly basis during the first six months following the Effective Date, and semiannually thereafter, 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 three months after the end of each quarterly or semiannual audit period, as the case may be: (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 requested; and (iii) furnish to the Association such other information concerning said records, accounts and financial statements as well as 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, AGETIPA shall: (i) maintain, 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 report for the audit period in which the last withdrawal from the Credit Account or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expen- ditures; - 5 - (iii) enable the Association's representatives to examine such records; and (iv) ensure that such records and accounts are included in each 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 audit period, together with the procedures and internal controls involved in their preparation, can ba relied upon to support the related withdrawals. 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 AGETIPA 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 fifteen 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 AGETIPA 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 248423 (RCA) Washington, D.C. 82987 (FTCC) 64145 (WUI) or 197688 (TRT) For AGETIPA: 5, rue Rainitovo Antsahavola 101 Antananarivo - 7 - 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 AGETIPA, or by AGETIPA on behalf of the Borrower under the Development Credit Agreement, may be taken or executed by the Director General of AGETIPA, or such other person or persons as the Director General shall designate in writing, and AGETIPA 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 Columbia, United States of America, as of the day and year first above written. INTERNATIONAL DEVELOPMENT ASSOCIATION By M Regional Vice President Africa AGENCE D'EXECUTION DES TRAVAUX D'INFRASTRUCTURE D'ANTANANARIVO By tuthoize r t Authorized Representative - 8 - SCHEDULE 1 (Section 2.02) Procurement and Consultants' Services Section I: Procurement of Goods and Works Part A: International Competitive Bidding 1. (a) 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). (b) For fixed-price contracts, the invitation to bid referred to in paragraph 2.13 of the Guidelines shall provide that, when the contract is delayed beyond the original bid validity period, the successful bidder's bid price will be increased for each week of delay by two predisclosed correction factors acceptable to the Association, one to be applied to all foreign currency components and the other to the local currency component of the bid price. Such an increase shall not be taken into account in the bid evaluation. (c) In the procurement of goods and works in accordance with this Part A, AGETIPA shall use the relevant standard bidding documents issued by the Bank, with such modifications thereto as the Association shall have agreed to be necessary for the purposes of the Project. Where no relevant standard bidding documents have been issued by the Bank, AGETIPA shall use bidding documents based on other internationally recognized standard forms agreed with the Association. 2. Goods procured in accordance with the procedures described in paragraph 1 (a) above shall be exempted from preshipment price inspection by third parties. Part B: Other Procurement Procedures 1. Civil works contracts estimated to cost the equivalent of $200,000 or less per contract, up to an aggregate amount equivalent to $15,000,000, may be procured under contracts awarded on the basis of competitive bidding, advertised locally, amongst prequalified - 9 - bidders, in accordance with procedures acceptable to the Association and specified in the Manual of Procedures. 2. Goods estimated to cost the equivalent of $25,000 or less per contract, up to an aggregate amount equivalent to $60,000, may be procured under contracts awarded on the 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. Where procurement of goods involves a large number of widely varied items, or where competition is lacking, such goods may be procured through the Inter-Agency Procurement Services Office. Part C: Review by the Association of Procurement Decisions 1. Review of invitations to bid and of proposed awards and final contracts: (a) With respect to each contract for goods or works which. is estimated to cost the equivalent of $200,000 or more, or has been awarded otherwise than to the lowest bidder, or for which less than five bids have been received, the procedures set forth in paragraphs 2 and 4 of Appendix I 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 said paragraph 2 (d) 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 I 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 said paragraph 3 shall be furnished to the Association as part of the evidence to be furnished pursuant to paragraph 4 of Schedule 4 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 - 10 - Credit Account are to be made on the basis of statements of expenditure. 2. The figure of 15% is hereby specified for purposes of paragraph 4 of Appendix 1 to the Guidelines. Section II: Employment of Consultants 1. In order to assist AGETIPA in carrying out the Project, AGETIPA 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. 2. Notwithstanding the provisions of paragraph 1 of this Section, the provisions of the Consultant Guidelines requiring prior Association review or approval of budgets, short lists, selection procedures, letters of invitation, proposals, evaluation reports and contracts, shall not apply to: (a) contracts for the employment of consulting firms estimated to cost less than $100,000 equivalent each, or (b) contracts for the employment of individuals estimated to cost less than $50,000 equivalent each. However, said exceptions to prior Association review shall not apply to: (a) the terms of reference for such contracts, (b) single-source selection of con- sulting firms, (c) assignments of a critical nature, as reasonably determined by the Association, (d) amendments to contracts for the employment of consulting firms raising the contract value to $100,000 equivalent or above, or (e) amendments to contracts for the employment of individual consultants raising the contract value to $50,000 equivalent or above. - 11 - SCHEDULE 2 (Section 2.01 (b)) Implementation Program 1. AGETIPA shall, not later than September 30, 1994, September 30, 1995, and September 30, 1996, respectively, submit to the Association, for its approval, its proposed program of selected subprojects for the second, third and fourth years of the project implementation period. 2. Except as the Association may otherwise agree, AGETIPA shall submit monthly reports on the progress of the Project to the Association, giving details of the progress of subprojects, training program and studies, and the status of financial and procurement performance under the Project. INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a trLe copy of the oriinal in the archives of the International Bank for ReconstrtitIon and Development and the Imernational Development Association. FOR SECRETARY