Cameroon - Second Douala Port Project : Loan 1321 - Loan Agreement - Conformed

CONFORMED COPY I40AN NUMBER 1321 CM LOAN AGREEMENT (Second Douala Port Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and NATIONAL PORTS AUTHORITY OF CAMEROON Dated September 24, 1976 LOAN AGREEMENT AGREEMENT, dated September 24, 1976, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and NATIONAL PORTS AUTHORITY OF CAMEROON (hereinafter called the Borrover). WHEREAS (A) The Borrower has requested the Bank to assist in the financing of the Project described in Schedule 2 to this Agree- ment by making the Loan as hereinafter provided; (B) The Borrower and the United Republic of Cameroon (here- inafter called the Guarantor) have contracted and intend to con- tract, as the case may be, from the institutions listed in Sched- ule 5 to this Agreement, grants and loans in an aggregate princi- pal amount equivalent to about $96,000,000 to assist in the fi- nancing of the Project substantially as set forth in the said Schedule 5, on terms and conditions set forth in the agreements entered, or to be entered, into between the Guarantor, the Bor- rover and such institutions; (C) By the Development Credit Agreement dated January 14, 1971 between the Federal Republic of Cameroon (now known as the United Republic of Cameroon and hereinafter called the Guarantor) and the International Development Association (hereinafter called the Association) the Association granted to the Federal Republic of Cameroon a development credit in an amount equivalent to $1,500,000 to assist in the financing of a Douala Port Project on terms and conditions set forth in the said Agreement; and (D) By the Guarantee Agreement (Second Douala Project) of even date herevith between the Guarantor and the Bank, the Guarantor has agreed to guarantee the Loan and to undertake certain obliga- tions with respect to the Project; WHEREAS the Bank has agreed, on the basis, inter alia, of the foregoing, to make the Loan to the Borrower upon the terms iand conditions hereinafter set forth; NOW THERPOREthe parties hereto hereby agree as follows: -3- ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guar- antee Agreements of the Bank, dated March 15, 197, vith the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank being hereinafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the Gen- eral Conditions in the Preamble to this Agreement and in Schedule 5 hereto have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Borrower's Legislation" means Law No. 7l-LF-5 of the Guarantor setting up the National Ports Authority of Cameroon dated June 4, 1971, Decree No. 72-DF-201 of the Guarantor defining the organization and functioning of the National Ports Authority, dated April 17, 1972, and any decree or regulation taken in appli- cation of the said law; (b) "Associated Projects" means the projects described in Section 4.08 of this Agreement and in Section 3.03 of the Guaran- tee Agreement; (c) "Credit Agreement" means the Development Agreement (Second Douala Port Project) between the Guarantor and the Association -4- of even date herewith as such agreement may be amended from time to time and such term includes the General Conditions Applicable to Development Credit Agreements dated March 15, 1974 aplicable to the said Agreement, all agreements supplemental to the Develop- ment Credit Agreement and all Schedules to the Development Credit Agreement; and (d) "Financing Agreement" means the financing agreement re- ferred to in Section 3.02 of the Credit Agreement. -5- ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or refer- red to, an amount in various currencies equivalent to fifteen mil- lion dollars ($15,000,000). Section 2.02. The amount of the Loan may be withdrawn from the Loan 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 Bank and the Borrower, for expendi- tures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Proj- ect and to be financed out of the proceeds of the Loan. Section 2.03. Except as the Bank shall otherwise agree, con- tracts for the purchase of goods or for civil works required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Schedule 4 to this Agreement. Section 2.04. The Closing Date shall be June 30, 1981 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower and the Guarantor of such later date. Section 2.05. The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. -6- Section 2.06. The Borrower shall pay interest at the rate of eight and ninety hundredths per cent (8.90%) per annum on the prin- cipal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semi-annually on March 15 and September 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. Section 2.09. Except as the Bank and the Borrower shall other- vise agree, if the Borrower shall repay in advance of maturity any part of its indebtedness under any loan made to the Borrower 0 for the financing of the Project, the Borrower shall simultaneously repay a proportionate amount of the Loan then outstanding. All the provisions of the General Conditions relating to repayment in ad- vance of maturity shall be applicable to any repayment by the Borrower in accordance with this Section. ARTICLE III Execution of the Project Section 3.01. The Borrower shall carry out the Project with due diligence and efficiency and in conformity with appropriate engineering, administrative and financial practices. Section 3.02. In order to assist the Borrower in carrying out the Project, the Borrower shall employ engineering consultants whose qualifications, experience and terms and conditions of em- ployment shall be satisfactory to the Bank and the Borrower. Section 3.03. (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 Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or instUlation, 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 Bank shall otherwise agree, the Borrower shall cause all goods and services financed out of the proceeds of the Loan to be used exclusively for the Project. Section 3.04. (a) The Borrower shall furnish to the Bank, 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 Bank shall reasonably request. (b) The Borrower: (i) shall maintain records adequate to record the progress of the Project (including the cost thereof) and to identify the goods and services financed out of the Dro- ceeds of the Loan, and to disclose the use thereof in the Proj- ect; (ii) shall, without limitation upon the provisions of para- graph (c) of this Section, enable the Bank's representatives to visit the facilities and construction sites included in the Proj- ect and to examine the goods financed out of the proceeds of the Loan and any relevant records and documents; and (iii) shall fur- nish to the Bank all such information as the Bank shall reasonably request concerning the Project, the expenditure of the proceeds of the Loan and the goods and services financed out of such proceeds. (c) The Borrower shall enable the Bank's representatives to examine all plants, installations, sites, works, buildings, prop- erty and equipment of the Borrower and any relevant records and documents. Section 3.05. The Borrower shall take all such action as shall be necessary to acquire not later than June 30, 1978, or such other date as the Bank shall agree, all such land, and rights in respect of land as shall be required for the construction and operation of the facilities included in the Project and shall fur- nish to the Bank, promptly after such acquisition, evidence satis- factory to the Bank that such land and rights in respect of land are available for purposes related to the Project. Section 3.06. The Borrower shall, on or before September 30, 197E, or such Later date as the Bank may otherwise agree, establish the nositicn of Project Officer with the rank of Assistant Director General, with resnonsibility for overall coordination of the exe- cution of the Project, and shall ensure that the said position is filled at all times until the Closing Date by a person whose qualifications and experience and terms and conditions of employ- ment shall be satisfactory to the Bank; it being understood that such Project Officer shall discharge his duties and responsibilities under the authority and supervision of the Borrower's Director General. Section 3.07. After having furnished to the Bank an economic, financial and technical justification, together with a detailed plan to make optimum use of an additional berth, the whole satis- factory to the Bank, the Borrower may extend to 400 m the length of the deepwater berth included in Part A (ii) of the Project. S10 - ARTICLE IV Management and Operations of the Borrower Section 4.01. The Borrower shall at all times maintain its existence and the right to carry on its operations, and shall take all steps as shall be necessary to acquire, maintain and re- new all rights and franchises as shall be necessary or useful in the conduct of its operations. Section 4.02. (a) The Borrower shall: (i) cause the study of its management structure undertaken by consultants to be com- pleted not later than June 30, 1978, or such other date as the Bank shall agree; (ii) promptly furnish such study to the Bank and review it with the Bank; and (iii) promptly implement the plan of action to be agreed with the Bank on the basis of suc"- ::ady. (b) The Borrower shall furnish to the Bank for its comments, not later than A-A.r. 30, 1977 or such other date as the Bank shall agree, a detailed manpower plan showing expected staff requirements by year and by category for the years starting July 1, 1977 through June 30, 1982. (e The Borrower shall furnish to the Bank for its anproval, not later than April 30 in each year, its training program for the next fisc .1 year, such programs to be furnished for fiscal years 1977 t' o.gh 1981. Section 4.03. (a) The Borrower shall operate, maintain, repair and renew its facilities, equipment, machinery and other property necessary or useful in its operations, in accordance witn sounc engineering and port management practices. (b) The Borrower shall furnish to the Bank for its anroval, not later than March 31, 1980, or such other date as the Bank shall agree, a detailed maintenance dredging plan for the entrance channel to the port of Douala and shall carry out such maintenance in accordance with such plan as approved by the Bank. Section 4.04. The Borrower shall take out and maintain with responsible insurers, or make other provision satisfactory to the Bank for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section 4.05. Except as the Bank and the Borrower shall otherwise agree, the Borrower shall not sell, lease, transfer, assign or otherwise dispose of any of its rights or assets exce't in the ordinary course of business. Section 4.06. The Borrower shall appoint not later than December 31, 1976 or such other date as the Bank shall agree, and thereafter maintain in office a qualified and experienced direztor of operations whose powers and duties shall be satisfactory t- .he Bank. Section 4.07. The Borrower shall make the facili"ies :-onstruC- ted under the Project available to users of the Port under arrange- ments which shall ensure efficient Port operations and which shall be made after consultation with the Bank. W - 1L2 - Section 4.08. In order to ensure the timely implementation of the Project and its optimum utilization, the Borrower shall take all steps within its power to carry out or cause to be carried out the following Associated Projects: (i) the construction of office buildings and associated facilities for shipping companies and other port users; and (ii) provision of additional cargo handling equipment as required for the operation of the Port as ex- panded under the Project. ARTICLE V Financial Covenants Section 5.01. The Borrower shall maintain records adeauate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. Section 5.02. The Borrower shall: (i) have its accounts and financial statements (balance sheets, statements of income and ex.enses and related statements) for each fiscal year audited, in accordance with sound auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank 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 Bank shall have reasonably requested; and (iii) fur- nish to the Bank such other information concerning the accounts and financial statements of the Borrower and the audit thereof as the Bank shall from time to time reasonably request. Section 5.03. (a) The Borrower renresents that at the date of this Agreement no lien exists on any of its assets as security for any debt except as otherwise currently reported to the Bank or stated in writing. (b) The Borrower undertakes that, excent as the Bank shall otherwise agree: CW) if the Borrower shall create any lien on any of its assets as security for any debt, such lien will equally 14 and ratably secure the payment of the principal of, and interest and other charges on. the Loan. and in the creation of any such lien exrress provision will be made to that effect, at no cost to the Bank; and (ii) if any statutory lien shall be created on any assets of the Borrower as security for any debt, the Borrower shall grant, at no cost to the Bank, an equivalent lien satisfactory to the Bank to secure the payment of the principal of, and interest and other charges on, the Loan; provided, however, that the fore- going provisions of this paragraph shall not apply to: (A) any lien created on property, at the time of purchase thereof, solely as security for the payment of the purchase price of such property; or (B) any lien arising in the ordinary course of banking trans- actions and securing a dabt maturing not more than one year after the date on which it is originally incurred. Section 5.04. (a) Except as the Bank shall otherwise agree, the Borrower shall take all such measures, including but not limited to increases in tariffs, as shall be required to earn an annual rate of return not less than three per cent (3%) in each of fiscal years 1977 through 1980 and of five per cent (5%) there- after. (b) For the purposes of this Section: (i) the annual rate of return shall be calculated in respect of each fiscal year by relating the net operating revenue for that year to the average of the value of the net fixed assets in operat,ion a; the beginning and at the end of that year; w -15 - (ii) the term "net operating revenue" shall mean the difference between (A) gross operating revenue and (B) operating and administrative expenses, including adequate maintenance and depreciation and taxes other than income taxes, if any, but excluding in- come taxes, interest and other charges on debt (if any); and (iii) the term "value of net fixed assets in operation" shall mean the gross value of fixed assets in op- eration less the accumulated depreciation, such assets to be valued and such depreciation to be calculated from time to time in accordance with sound and consistently maintained methods of valu- ation and depreciation acceptable to the Bank. (c) In order to permit a realistic assessment of the Bor- rover's operating targets in terms of rate of return within the meaning of this Section, the Borrower shall, as of June 30, 1978, and thereafter at five-year intervals, revalue its fixed assets in consultation with the Bank. (d) In implementing the provisions of this Section, the Borrower shall revise from time to time the structure of its tariffs so as to ensure, as far as practicable, that charges re- flect the costs of providing each group of port services. Section 5.05. Except as the Bank shall otherwise agree, the Borrower shall not incur any debt unless its net revenues for the -16- 'O fiscal year next preceding such incurrence or for a later twelve- month period ended prior to such incurrence, whichever amount is greater, shall be not less than 1.5 times the maximum debt ser- vice requirements for any succeeding fiscal year on all debt, in- cluding the debt to be incurred. For the purposer of this Section: (a) The term "debt" shall mean all indebtedness of the Bor- rower, maturing by its terms more than one year after the date on which it is originally incurred. (b) Debt shall be deemed to be incurred on the date of exe- cution and delivery of the contract or other instrument providing for such debt or modifying its terms of payment. (c) The term "net revenues" shall mean the difference be- tween (A) gross operating revenue from all sources, adjusted to take account of the Borrower's tariffs in effect at the time of the incurrence of debt even though they were not in effect during the entire fiscal year or twelve-month period to which such re- venues relate, and (B) all operating expenses, including adequate maintenance, taxes, if any, and administrative expenses, but be- fore provision for depreciation and interest and other charges on debt. (d) The term "debt service requirements" shall mean the ag- gregate amount of amortization (including sinking fund payments, if any) of interest and other charges on debt. (e) Whenever in connection with this Section it shall be necessary to value in the currency of the Borrower debt payable -17 in foreign currency, such valuation shall be made on the basis of the prevailing lawful rate of exchange at which such foreign cur- rency is, at the time such valuation is made, obtainable by the Borrower for the purposes of servicing such debt or, if such for- eign currency is not so obtainable, at the-rate-of-exchange that will be reasonably determined by the Bank. Section 5.06. Beginning with the Borrower's fiscal year 1977 and until full completion of the Project, the Borrower shall not, without prior consultation with the Bank, carry out any invest- ment, other than the Project and the Associated Projects, except with respect to items not exceeding in the aggregate the equivalent of CFAF200,000,000 within a twelve-month period. -18 - ARTICLE VI Remedies of the Bank Section 6.01. For the purposes of Section 6.02 of the Gen- eral Conditions, the following additional events are specified pursuant to paragraph (k) thereof: (a) the Borrower's Legislation, or any part thereof, shall have been amended, repealed, suspended or waived so as to have an adverse effect on the Project or on the operations of the Port of Douala-Bonabgri. (b) (i) Subject to subparagraph (ii) of this paragraph: (A) The right of the Borrower to withdraw the proceeds of any grant or loan made to the Borrower for the financing of the Project shall have been suspended, cancelled or ter- minated in whole or in part, pursuant to the terms of the agreement providing therefor, or (B) any such loan shall have become due and pay- able prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its NOW -19 - obligations under such agreement, and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consis- tent with the obligations of the Borrower under this Agreement. (c) a default shall have occurred in the performance by the Guarantor of any of its obligations under Article III of the Development Credit Agreement. Section 6.02. For the purposes of Section 7.01 of the Gen- eral Conditions, the following events are specified pursuant to paragraph (h) thereof, namely, that any event specified in para- graph (a) or (b) (i) (B) of Section 6.01 of this Agreement shall occur or that the event specified in paragraph (c) of such Sec- tion shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Guarantor. -20- ARTICLE VII Effective Date; Termination Section 7.01. The folloving events are specified as additional conditions to the effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the General Conditions: (a) that the agreements between the Borrower and the insti- tutions listed in Schedule 5 to this Agreement, except the agree- ments listed under paragraphs (A) (3), (C) (1) and (D) (1) thereof, have been duly signed and conditions precedent to initial disburse- ments, if any, under such agreements, save for the effectiveness of this Agreement, have been fulfilled; and (b) that assurances satisfactory to the Bank have been re- ceived by the Bank with respect to the agreements listed under paragraphs (A) (3), (C) (1) and (D) (1) of Schedule 5 to this Agreement, for the financing of the Project. Section 7.02. The date January 24, 1977 is hereby specified for the purposes of Section 12.04 of the General Conditions. - 21 - ARTICLE VIII Addresses Section 8.01. The following addresses are specified for the. purposes of Section 11.01 of the General Conditions: For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (wUI) For the Borrower: National Ports Authority of Cameroon P.O. Box 4020 Douala, Cameroon Cable address: Telex: DIROPORT 5270-KN Douala -22- IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agree- ment 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 BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Roger Chaufournier Regional Vice President Western Africa NATIONAL PORTS AUTHORITY By /s/ Eric D. Quan Authorized Representative -23 - SCHEDULE 1 Withdrawal of the Proceeds of the Loan and of the Credit 1. The table below sets forth the Category of items to be fi- nanced out of the proceeds of the Loan and of the Credit, the al- location of the amounts of the Loan and the Credit to such Cate- gory and the percentage of expenditures for items so to be financed in such Category: Amount of the Loan Allocated % of (Expressed in Expenditures Category Dol.ar Equivalent) to be Financed (1) Civil works under 25,000,000 57% Parts A (i), A (ii), and E of the Proj- ect TOTAL 25,000,000 -24- 2. The disbursement percentage has been calculated in compliance with the policy of the Bank and the Association that no proceeds of the Loan and of the Credit shall be disbursed on account of payments for taxes levied by, or in the territory of, the Guaran- tor on goods or services, or on the importation, manufacture, pro- curement or supply thereof; to that end, if the amount of any such taxes levied on or in respect of any item to be financed out of the proceeds of the Loan and of the Credit decreases or increases, the Bank or the Association may, by notice to the Borrower or the Guarantor as the case may be, increase or decrease the disburse- ment percentage then applicable to such item as required to be consistent with the aforemtntioned policy of the Bank and the Association. 3. Notwithstanding the provisions of paragraph I above, no with- drawals shall be made in respect of -,ayments made for expenditures prior to the date of this Agreement. In addition, except as the Guarantor, the Borrower, the Bank and the Association shall agree, and until all amounts of the Credit shall have been withdrawn or committed, no withdrawal shall be made from the Loan Account ex- cept under commitments entered into by the Bank pursuant to Sec- tion 5.02 of the General Conditions referred to in Section 1.01 of the Loan Agreement. 4. Notwithstanding the disbursement percentage set forth in the table in paragraph 1 above, if the Bank and the Association have reasonably estimated that the amount of the Loan and the Credit will be insufficient to finance the agreed percentage of all ex- penditures to be financed out of the proceeds of the Loan and of the Credit, the Bank and the Association may, by notice to the I - 25 - 7crrower or the Guarantor, as the case may be, reduce the dis- bursement percentage then aprlicable to such expenditures in order that further withdrawals may continue until all expenditures thereunder shall have been made. 5. Tf the Bank and the Association, after having exchanged views with the Borrower or the Guarantor, as the case may be, shall have reasonably determined that the procurement of any item is incon- sistent with the procedures set forth or referred to in this Agree- ment, no expenditures for such item shall be financed out of the proceeds of the Loan or the Credit and the Bank and the Association may, without in any way restricting or limiting any other right, power or remedy of the Bank or the Association under the Loan Agreement or the Credit Agreement, by notice to the Borrower or the Guarantor, as the case may be, cancel such amount of the Loan and of the Credit as, in the Bank's and 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 Loan and the Credit. 01 -26 - SCHEDULE 2 Description of the Project The Project. which is designed to Drovide additional caDacitv at the Port of Douala, to increase the depth of the access channel to the said Port and to imDrove rail and road access to it and traffic flow within it, consists of the following Parts: A. Downstream Port Development (i) Construction of a new log port, consisting of a reclaimed area totalling about 20 ha for the re- ception, sorting, and storage of logs, a shallow quay of 350 m for launching and exnorting logs within sheltered water, and three deer-water moor- ings for log carriers in the channel; (ii) construction of a deep-water berth of 240 m with 9.5 m depth alongside at low water (with the option of an extension to 400 m), for use by container vessels and as a general cargo berth, with a stor- age area (but initially without a container crane), as well as a transit shed; and (iii) sunnly and installation of utilities. B. Unstream Port Development (i) Reclamation works including river training and new berths for fishing vessels (about 530 m with depths of 5 m to 6.5 m alongside); -27 - (ii) construction of a cold store and a fish marketing hall and associated facilities; (iii) construction of offices and workshops and provision of equipment for a dockyard; and (iv) provision of a floating dry dock for the said dock- yard. C. Dredging of Access Channel Deepening by dredging of the port access channel to a depth of about 7.5 m in its inner 22 km length, and to about 9.5 m in its outer length. D. Road and Rail Access Construction of: (i) new rail sidings and facilities in the port area; and (ii) new road access to the log port. to be located in part on land not nresently Dart of the port area. E. Rehabilitation of the Existing Port Renair of Daved areas within the Dresent port area. * e e The Project is expected to be completed by December 31. 1980. - 28- SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* On each March 15 and September 15 beginning March 15, 1981 through March 15, 1996: 470,OOO On September 15, 1996: 430,000 * To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02). the figures in this column represent dollar equivalents determined as for purposes of withdrawal. - 29 - Premiums on Prepayment The following percentages are specified as the premiums pay- able on repayment in advance of maturity of any portion of the principal amount of the Loan pursuant to Section 3.05 (b) of the General Conditions: Time of Prepayment Premium Not more than three years before maturity 1.35% More than three years but not more than six years before maturity 2.65% More than six years but not mre than eleven years before maturity 4.9o More than eleven years but not mre than sixteen years before maturity 7.10% More than sixteen years but not more than eighteen years before maturity 8.00% More than eighteen years before maturity 8.90% - 30 - SCHEDULE 4 Procurement A. International Competitive Bi!dig 1. The works included in Parts A (i) and A (ii) of the Project shall be nrocured under contracts to be awarded in accordance with procedures consistent with those set forth in Part A of the "Guide- lines for Procurement under World Bank Loans and IDA Credits" pub- lished by the Bank in August 1975 (hereinafter called the Guide- lines), on the basis of international competitive bidding. 2. Bidders for the works included in Parts A (i) and A (ii) of the Project shall be prequalified as described in paragraph 1.3 of Part A of the Guidelines. B. Other Procurement Procedures 1. Contracts under Part E of the Project shall be awarded after locally advertised competitive bidding in accordance with local procedures acceptable to the Bank. C. Review of Procurement Decisions by Bank 1. Review of prequalification. The Borrower shall, before quali- fication is invited, inform the Bank in detail of the procedure to be followed and shall introduce such modifications in said pro- cedure as the Bank shall reasonably request. The list of prequali- fied bidders, together with a statement of their qualifications - 31 - and of the reasons for the exclusion of any applicant for prequali- fication shall be furnished by the Borrower to the Bank for its comments before the applicants are notified, and the Borrower shall make such additions to, deletions from, or modifications in, the said list as the Bank shall reasonably request. 2. Review of invitation to bid and of proposed awards and final contracts: With respect to all contracts for civil works estimated to cost the equivalent of $1,000,000 or more: (a) Before bids are invited, the Borrower shall furnish to the Bank, 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 docu- ments or procedures as the Bank shall reasonably request. Any further modification to the bidding documents shall require the Bank's concurrence before it is issued to the prospective bidders. (b) After bids have been received and evaluated, the Bor- rower shall, before a final decision on the award is made, inform the Bank of the name of the bidder to which it intends to award the contract and shall furnish to the Bank, in sufficient time for its review, a detailed report, by the consultants referred to in Section 3.02 of this Agreement, on the evaluation and compari- son of the bids received, together with the recommendations for award of the said consultants and such other information as the Bank shall reasonably request. The Bank shall, if it determines 01 - 32 - that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform the Borrower and state the rea- sons for such determination. (c) The terms and conditions of the contract shall not, with- out the Bank's concurrence, materially differ from those on which bids were asked or prequalification invited. (d) Two conformed copies of the contract shall be furnished to the Bank promptly after its execution and prior to the submis- sion to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract. 3. With respect to each contract to be financed out of the pro- ceeds of the Loan and not governed by the preceding paragraph, the Borrower shall furnish to the Bank, promptly after its execution and prior to the submission to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract, two conformed copies of such contract, together with the analysis of bids, recommendations for award and such other information as the Bank shall reasonably request. The Bank shall, if it determines that the award of the contract was not consistent with the Guidelines or this Schedule, promptly inform the Borrower and state the reasons for such determination. - 33 - SCHEDULE 5 Financing Plan* Expected Amount Financing (in U.S. Dollar CoMponent Institution** Afreement Equivalent) (A) Civil works IBRD/IDA (1) Loan and Credit under Parts Agreements 25,000,000 A (i), A (ii) FED (2) Financing Agreement 4,900,000 and E of the FAC (3) Financing Agreement 3,300,000 Project KfW (4) Loan Agreement 8,000,000 (B) Civil works AfDB (1) First Loan under Parts Agreement 6,200,000 A (iii) and B (i) of the Project (C) Civil works CCCE (1) Loan Agreement 3,300,000 and equipment under Part B (iii) of the Project (D) Civil works AfDB (1) Second Loan 6,200,000 under Part D Agreement of the Proj- BADEA (2) Loan Agreement 10,000,000 ect * Excluding the Guarantor's and the Borrower's participation. ** Definitions used have the following meanings: AfDB: African Development Bank BADEA: Arab Bank for Economic Development in Africa CCCE: Caisse Centrale de Coopgratior Economiqe CIDA: Canadian International Development Agency FAC: Fonds d'Aide et de Coo oration FED: Fonds Euro en de DEveloppement IBRD: International Bank for Reconstruction and Develop- ment IDA: International Development Association KfW: Kreditanstalt fir Wiederaufbau - 34 Expected Amount Financing (in U.S. Dollar Component Institution** jareement ftuivale (E) Civil works CIDA for fishing ) port build.- ) ings under ) Part B (ii) of the Proj- ect (F) Floating dry CIDA ) dock under ) Part B (iv) ) of the ProJ- ) ect ) (G) Channel deep- CIDA ) (1) Loan Agreement 29,000,000 ening under ) Part C of the ) Project ) (H) Consulting CIDA services for ) supervision ) of construe- ) tion )