Togo - Second Highway Project : Credit 0450 - Credit Agreement - Conformed

CONFORMED COPY CREDIT NUMBER 450 TO Development Credit Agreement (Second Highway Project) BETWEEN REPUBLIC OF TOGO AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED DECEMBER 28, 1973 CONFORMED COPY CREDIT NUMBER 450 TO Development Credit Agreement (Second Highway Project) BETWEEN REPUBLIC OF TOGO AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED DECEMBER 28, 1973 DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated December 28, 1973, between the REPUBLIC OF TOGO (hereinafter called the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Development Credit Agreement accept all the provisions of the General Conditions Applicable to Develcpment Credit Agreements of the Association, dated January 31, 1969, with the same force and effect as if they were fully set forth herein, subject, however, to the deletion of Sections 5.01 and 6.02(h) thereof and to the renumbering of Section 6.02(i) into 6.02(h) thereof (said General Conditions Applicable to Development Credit Agreements of the Association, as so modified, being hereinafter called the General Conditions). Section 1.02. Wherever used in this Development Credit Agreement, unless the context otherwise requires, the several terms defined in the General Conditions have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "MTP" means the Ministere de Transport, Travaux Publics, des Mines et TdlIcommunications of the Borrower; (b) "DTP" means the Direction des Travaux Publics of MTP; and (c) "STR" means the Service de Transport Routier of MTP. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions in this Development Credit Agreement set forth or referred to, an amount in various currencies equivalent to eight million seven hundred thousand dollars ($8,700,000). 4 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 The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to this Development Credit Agreement, as such Schedule shall be amended from time to time, 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 Development Credit Agreement and to be financed under this Development Credit Agreement; provided, however, that, except as the Association shall otherwise agree, no withdrawal shall be made on account of expenditures in the territories of any country which is not a member of the Bank (other than Switzerland) or for goods produced in, or services supplied from, such territories. Section 2.03. Except as the Association shall otherwise agree, the goods and services (other than services of consultants) required for the Project and to be financed out of the proceeds of the Credit, shall be procured on the basis of international competition under procedures consistent with the Guidelines for Procurement under World Bank Loans and IDA Credits, published by the Bank in April 1972, as revised in October 1972, and in accordance with, and subject to, the provisions set forth in Schedule 3 to this Development Credit Agreement. Section 2.04. The Closing Date shall be June 30, 1977 or such other date as shall be agreed between the Borrower and the Association. Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.06. Service charges shall be payable semi-annually on March 15 and September 15 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semi-annual installments payable on each March 15 and September 15 commencing March 15, 1984, and ending September 15, 2023, each installment to and including the installment payable on September 15, 1993, 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 2.08. The currency of the United States of America is hereby specified for the purposes of Section 4.02 of the General Conditions. 5 ARTICLE III Execution of the Project Section 3.01. The Borrower shall carry out the Project through MTP with due diligence and efficiency and in conformity with sound engineering, administrative and financial practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. Section 3.02. In order to assist the Borrower in the carrying out of the Project, the Borrower shall employ engineering consultants acceptable to the Association, to an extent and upon terms and conditions satisfactory to the Association, and appoint qualified Togolese personnel as counterparts to such consultants' personnel. Section 3.03. In carrying out Parts A, B, D and E of the Project, the Borrower shall employ contractors acceptable to the Association, to an extent and upon terms and conditions satisfactory to the Association. Section 3.04. (a) The Borrower undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Credit against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable by the Borrower to replace or repair such goods. (b) Except as the Association shall otherwise agree, all goods and services financed out of the proceeds of the Credit shall be used exclusively for the Project until its completion. Section 3.05. (a) The Borrower shall furnish to the Association, for its approval, promptly upon their preparation, the plans, specifications, reports, contract documents and construction and procurement schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Association shall reasonably request. (b) The Borrower shall: (i) maintain records adequate to record the progress of the Project (including the cost thereof), to identify the goods and services financed out of the proceeds of the Credit and to disclose the use thereof in the Project; (ii) enable the Association's accredited representatives to examine the Project, the goods financed out of the proceeds of the Credit and any relevant records and documents; and (iii) furnish to the Association all such information 6 as the Association shall reasonably request concerning the Project, the expenditure of the proceeds of the Credit and the goods and services financ;d out of such proceeds. Section 3.06. The Borrower shall take all such action as shall be necessary to acquire as and when needed all such land and rights in respect of land as shall be required for the carrying out of the Project. ARTICLE IV Other Covenants Section 4.01. The Borrower shall maintain or cause to be maintained records adequate to reflect in accordance with consistently maintained sound accounting practices the highway operations, resources and expenditures of DTP and, in respect of the Project, of any other department or agency of the Borrower responsible for carrying out the Project or any part thereof. Section 4.02. The Borrower shall: (a) adopt such measures as shall be necessary to (i) ensure at all times that the dimensions and axle-loads of the vehicles using the national highway system of the Borrower shall not exceed limits consistent with the design standards of the roads included within such system and (ii) ensure permanent and consistent enforcement of the Borrower's laws and regulations setting forth such limits; and (b) establish and maintain facilities to collect systematically and periodically and to record such data as shall be required to assess the technical, economic and financial aspects of (i) the Borrower's highway system and (ii) road transport activities within the territories of the Borrower. Section 4.03. The Borrower shall: (a) cause all roads within the highway system of the Borrower to be adequately maintained and cause necessary repairs thereof to be made, all in accordance with sound engineering practices; (b) cause all road maintenance equipment and workshops of the Borrower to be adequately maintained and cause all necessary repairs and renewals thereof to be made, all in accordance with sound engineering practices; and (c) provide, promptly as needed, the funds, facilities, services and other resources required for the foregoing. Section 4.04. Without limitation upon the obligations of the Borrower pursuant to Section 4.04 of the Development Credit Agreement (Highway Maintenance Project) between the Borrower and the Association, dated October 10, 1968, the Borrower shall: 7 (a) consult with the Association on the economic justification of any major investment in the Reseau des Chemins de Fer du Togo before deciding on the carrying out of any such investment; and (b) afford the Association an opportunity to review, and make comments on, the Etude de Developpement des Transports Ferroviaires et Routiers undertaken for MTP in 1972-1973 before arriving at any major decision concerning the operations of the Rdseau des Chemins de Fer du Togo. ARTICLE V Consultation, Information and Inspection Section 5.01. The Borrower and the Association shall cooperate fully to assure that the purposes of the Credit will be accomplished. To that end, the Borrower and the Association shall from time to time, at the request of either party: (a) exchange views through their representatives with regard to the performance of their respective obligations under this Development Credit Agreement, the highway administration, operations, resources and expenditures of DTP and, in respect of the Project, of any other departments or agency of the Borrower responsible for carrying out any part of the Project, and other matters relating to the purposes of the Credit; and (b) furnish to the other all such information as it shall reasonably request with regard to the general status of the Credit. On the part of the Borrower, such information shall include information with respect to financial and economic conditions in the territories of the Borrower, including its balance of payments, and the external debt of the Borrower, of any of its political subdivisions and of any agency of the Borrower or of any such political subdivision. Section 5.02. (a) The Borrower shall furnish or cause to be furnished to the Association all such information as the Association shall reasonably request concerning the highway administration, operations, resources and expenditures of DTP and, in respect of the Project, of any other departments or agency of the Borrower responsible for carrying out any part of the Project. (b) The Borrower and the Association shall promptly inform each other of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Credit, the maintenance of the service thereof or the performance by either of them of its obligations under this Development Credit Agreement. 8 Section 5.03. The Borrower shall afford all reasonable opportunity for accredited representatives of the Association to visit any part of the territories of the Borrower for purposes related to the Credit. ARTICLE VI Taxes and Restrictions Section 6.01. The principal of, and service charges on, the Credit shall be paid without deduction for, and free from, any taxes imposed under the laws of the Borrower or laws in effect in its territories. Section 6.02. This Development Credit Agreement shall be free from any taxes on or in connection with the execution, delivery or registration thereof, imposed under the laws of the Borrower or laws in effect in its territories. Section 6.03. The payment of the principal of, and service charges on, the Credit shall be free from all restrictions, regulations, controls and moratoria of any nature imposed under the laws of the Borrower or laws in effect in its territories. ARTICLE VII Remedies of the Association Section 7.01. If any event specified in Section 7.01 of the General Conditions shall occur and shall continue for the period, if any, therein set forth, then at any subsequent time during the continuance thereof, the Association, at its option, may by notice to the Borrower declare the principal of the Credit then outstanding to be due and payable immediately together with the service charges thereon, and upon any such declaration such principal and service charges shall become due and payable immediately, anything to the contrary in this Development Credit Agreement notwithstanding. ARTICLE VIII Termination Section 8.01. The date of April 29, 1974 is hereby specified for the purposes of Section 10.04 of the General Conditions. 9 Section 8.02. The obligations of the Borrower under Article IV of this Development Credit Agreement shall cease and determine on the date on which this Development Credit Agreement shall terminate or on a date twenty years after the date of this Agreement, whichever shall be the earlier. ARTICLE IX Representative of the Borrower; Addresses Section 9.01. The Ministre des Finances et de l'Economie of the Borrower is designated as representative of the Borrower for the purposes of Section 9.03 of the General Conditions. Section 9.02. The following addresses are specified for the purposes of Section 9.01 of the General Conditions: For the Borrower: Ministere des Finances et de l'Economie Lom6 Republic of Togo Cable address: MINFINANCES Lom6, Togo For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: INDEVAS Washington, D.C. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Development Credit 10 Agreement to be signed in their respective names and to be delivered in the District of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF TOGO By /s / Jacques Togbe Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s / Xavier de la Renaudiere Director, Country Programs Department Western Africa Regional Office 11 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 amounts of the Credit to each Category and the portion of eligible expenditures so to be financed in each Category: Amount of the Credit Allocated Portion of (Expressed in Expenditures Category Dollar Equivalent) to be Financed I. Civil works 5,000,000 65% of total ex- for Parts A, penditures (rep- B, D and E resenting the es- of the timated foreign Project expenditure com- ponent) II. Earth moving 120,000 100% of foreign equipment for expenditures Part C of the Project III. Civil works 190,000 the equivalent of for Part C $4,750 per each of the Proj- completed km. of ect road improvement works (represent- ing the estimated foreign expendi- ture component, net of equipment depreciation) IV. Consultants' 700,000 90% of total ex- services for penditures (rep- Parts A, B, C, representing the D and E of the estimated foreign Project expenditure com- ponent) V. Technical 940,000 90% of total ex- assistance, penditures (rep- including resenting the es- consultants' timated foreign services, f6r component) Parts F, (, H and I of the Project 12 Amount of the Credit Allocated Portion of (Expressed in Expenditures Category Dollar Equivalent) to be Financed VI. Training of 110,000 100% of foreign Togolese per- expenditures sonnel and pur- chase of soil testing equip- ment for the DTP (Part F of the Projectj VII. Unallocated 1,640,000 TOTAL 8,700,000 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures for goods produced in, or services supplied from, the territories, and in the currency, of any country other than the Borrower; provided, however, that if the currency of the Borrower is also that of another country in the territories of which goods are produced or from the territories of which services are supplied, expenditures in such currency for such goods or services shall be deemed to be " foreign expenditures"; and (b) the term "total expenditures" means the aggregate of foreign expenditures and of expenditures for goods produced in, or services supplied from, the territories of the Borrower. 3. Notwithstanding the provisions of paragraph I above, no withdrawals shall be made in respect of: (a) expenditures prior to the date of this Development Credit Agreement; and (b) payments for taxes imposed directly under the laws of the Borrower or laws in effect in its territories on goods or services, or on the importation, manufacture, procurement or supply thereof. To the extent that the amount represented by the percentage set forth in the third column of the table in paragraph 13 1 above in respect of Categories I, II, IV, V or VI, or, in the case of Category III the amotint set forth in such column, would exceed the amount payable net of all such taxes, such percentage or amount, as the case may be, shall be reduced to ensure that no proceeds of the Credit will be withdrawn on account of payments for such taxes. 4. Notwithstanding the allocation of an amount of the Credit set forth in the second column of the table in paragraph I above: (a) if the estimate of the expenditures under any Category shall decrease, the amount of the Credit then allocated to such Category and no longer required therefor will be reallocated by the Association by increasing correspondingly the unallocated amount of the Credit; (b) if the estimate of the expenditures under any Category shall increase: (i) the percentage set forth in the third column of the table in paragraph I above in respect of Categories I, II, IV, V or VI shall be applied to the amount of such increase, and a corresponding amount will be allocated by the Association, at the request of the Borrower, to any such Category from the unallocated amount of the Credit; and (ii) in the case of Category III, the amount to be so reallocated and the portion of expenditures to be financed shall be determined by agreement between the Borrower and the Association; subject, however, in both cases, to the requirements for contingencies, as determined by the Association, in respect of any other expenditures; and (c) 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 Section 2.03 of this Development Credit Agreement, no expenditures 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 this Development Credit Agreement, by notice to the Borrower, cancel such amount of the Credit as in the Association's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Credit. 5. Notwithstanding the percentages set forth in the third column of the table in paragraph I above in respect of Categories I, IV or V, or, in the case of Category III the amount set forth in such column, if the estimate of total expenditures to be financed under such Categories shall increase and no proceeds of the Credit are available for reallocation to any such Categories, the Association may, by notice to the Borrower, adjust the percentage or amount, as the case may be, then applicable to such expenditures in order that further withdrawals under any such Category may continue until all expenditures thereunder shall have been made. 14 SCHEDULE 2 Description of the Project The Project consists of: Part A: Rehabilitation works, including inter alia strengthening, widening of the pavement to a two-lane standard, and realignment, on about 81 km. of the road between Blitta and Sokode. Part B: Improvement works, including inter alia construction, widening, to a two-lane gravel standard, and realignment on about 35 km. of the road between Sokode and Tchamba. Part C: Improvement works, including inter alia widening, and realignment on about 40 km. of the road between Tchamba and Kambole. Part D: Reconstruction works on seven bridges in the road between Tchamba and Kambole. Part E: Construction of a new two-lane gravel road between Agou and Nuatia, about 51 km. long. Part F: Carrying out of a three year highway maintenance program, including inter alia technical assistance to DTP, training of Togolese highway maintenance personnel and acquisition of soil testing equipment for DTP. Part G: Carrying out of a technical and economic survey of about 2,000 km. of unpaved roads, to be selected by agreement between the Borrower and the Association, for the purpose of preparing: (1) a re-classification of roads; and (2) a program of highway repair or improvement. Part H: Carrying out of (1) economic feasibility studies for improvement works on the road between Tabligbo and Anecho; and (2) detailed engineering studies for such improvement works, once the technical feasibility and economic justification thereof have been demonstrated to the satisfaction of the Borrower and the Association. 15 Part I: Improvement of the organization and operations of STR, particularly with regard to the collection, recording and assessment of data concerning the road transport industry within the territories of the Borrower. The Project is expected to be completed by December 31, 1976. 16 SCHEDULE 3 Procurement 1. With respect to any contract for civil works for Parts A, B, D and E of the Project estimated to cost the equivalent of $30,000 or more: (a) Contractors shall be required to pre-qualify. The Borrower shall, before pre-qualificationt is invited, inform the Association ;n detail of the procedure to be followed and shall introduce such modifications in said procedure as the Association shall reasonably request. The list of pre-qualified contractors, together with a statement of their qualifications and of the reasons for the exclusion of any applicant for pre-qualification, shall be furnished by the Borrower to the Association for its comments before the applicants are notified and the Borrower shall make such additions to or deletions from the said list as the Association shall reasonably request. (b) Before bids are invited, the Borrower shall furnish to the Association, for its comments, the text of the invitations to bid and the specifications and other bidding documents, together with a description of the advertising procedures to be followed for the bidding, and shall make such modifications in the said documents or procedure as the Association shall reasonably request. Any further modification to the bidding documents shall require the Association's concurrence before it is issued to the pre-qualified contractors. (c) For bidding purposes, road construction and improvement works shall be divided into three sections comprising, respectively, Part A, Parts B and D, and Part E of the Project. The invitations to bid for such works shall, inter alia, specify that (i) bidders may submit bids in respect of one or more of such sections; (ii) all such bids will be opened and awarded simultaneously; (iii) awards shall be made on the basis of the lowest evaluated bid or combination of bids; and (iv) the Borrower will have the option of awarding to one contractor a single contract in respect of one or more sections or separate contracts to different contractors in respect of each section. A period of at least 60 days shall be allowed for the submission of bids. (d) After bids have been received and evaluated, the Borrower shall, before a final decision on the award is made, inform the Association of the name of the bidder or bidders to whom it intends to award a contract or contracts and shall furnish to the Association, in sufficient time for its review, the reports of the consultants referred to in Section 3.02 of this Development Credit Agreement on the evaluation of the bids together with the Borrower's recommendations for 17 award, and the reasons for the intended award. The Association shall promptly inform the Borrower whether it has any objection to the intended award on the ground that it would be inconsistent with the procedures set forth or referred to in Section 2.03 of this Development Credit Agreement, and shall state the reasons for any objections it may have. (e) Two conformed copies of the contract or of any amendment thereto shall be furnished to the Association promptly after its execution and prior to the delivery to the Association of the first application for withdrawal of funds from the Credit Account in respect of any such contract or any such amendment. 2. With respect to any other contract for civil works for Parts A, B, D and E of the Project the Borrower shall furnish to the Association, promptly after its execution and prior to the delivery to the Association of the first application for withdrawal of funds from the Credit Account in respect of any such contract, two conformed copies of such contract, together with the analysis of bids, recommendations for award and such other information as the Association shall reasonably request. The Association shall, if it determines that the award of the contract is not consistent with the procedures set forth or referred to in Section 2.03 of this Development Credit Agreement, promptly inform the Borrower and state the reasons for such determination. 3. Earth moving equipment required for the carrying out of Part C of the Project, and to be financed out of the proceeds of the Credit allocated to Category II of paragraph I of Schedule 1 to this Development Credit Agreement, shall be procured in accordance with the applicable procurement procedures of the Borrower. In the selection of suppliers, the Borrower may take into account its need to standardize such equipment with other similar or comparable equipment already owned by the Borrower. In all other respects, the rules set forth in paragraph 2 above shall apply to the procurement referred to in this paragraph.