Senegal - Third Highway Project : Loan 1222 - Loan Agreement - Conformed

CONFORMED COPY LOAN NUMBER 1222 SE LOAN AGREEMENT (Third Highway Project) between REPUBLIC OF SENEGAL and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated March 31, 19T6 LOAN AGREEMENT AGREEMENT, dated March 31, 1976, between REPUBLIC OF SENEGAL (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RE- CONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). -2- 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, 1974, with the same force and effect as if they were fully set forth herein (said Gen- eral 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 con- text 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) "MPWUT" means the Borrower's Ministry of Public Works, Urban Development and Transport (Ministere des Travaux Publics, de l'Urbanisme et des Transports), organized pursuant to the Borrower's Decree No. 75-829 of July 23, 1975; (b) "DPW" means "Directorate of Public Works (Direction des Travaux Publics)", a directorate operating within MPWUT; (c) "DSP" means "Directorate of Studies and Programming (Direction des Etudes et de la Programmation)", a directorate op- erating within MPWUT pursuant to the Borrower's Arrete Ministgriel No. 454 of January 16, 1976. -3- (d) "Second Highway Project" means the Project provided for and described in the Development Credit Agreement (Second Highwaky Project), dated April 9, 1973, between the Borrower and the Asso- ciation, as amended; and (e) "CFAF" means the currency of the Borrower. 14 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 referred to, an amount in various currencies equivalent to fifteen million 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 The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between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 Borrower and the Bank, 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 Project described in Schedule 2 to this Agreement and to be financed out of the proceeds of the Loan. Section 2.03. Except as the Bank shall otherwise agree, the goods, works and services (other than consultants' services) for the Project 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, 1980 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower 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 * -5- annum on the principal amount of the Loan not withdrawn from time to time. Section 2.06. The Borrower shall pay interest at the rate of eight and one-half per cent (8-1/2%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semi- annually on February 1 and August 1 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. e -6- ARTICLE III Execution of the Project Section 3.01. The Borrower shall carry out the Project through its MPWUT with due diligence and efficiency and in conformity with appropriate financial, administrative and engineering practices, and shall provide, promptly as needed, the funds, facilities, ser- vices and other resources required for the purpose. Part D of the Project shall be carried out in liaison with the Ministry of Indus- trial Development and Environment. Section 3.02. (a) In order to assist the Borrower in the supervision of the works under Part A of the Project, and in the carrying out of Parts B.1, D, E and F of the Project, the Borrower shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank. (b) The Borrower shall assign local counterparts to aforesaid consultants required in the carrying out of Parts B.1 and E of the Project, in such number and with such qualifications and experience as shall be required. 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 installation, and for such insurance any indemnity shall be payable in a currency freely usable by the Borrower to replace or repair such goods. -7- (b) Except as the Bank shall otherwise agree, all goods and services financed out of the proceeds of the Loan shall be used exclusively for the Project until its completion. Section 3.04. (a) The Borrower shall furnish to the Bank, promptly upon their preparation, the plans, specifications, contract documents and construction and procurement schedules for the Proj- ect, 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 proceeds of the Loan, and to disclose the use thereof in the Project; (ii) shall enable the Bank's accredited representatives to visit the facilities and construction sites included in the Project and to examine the goods financed out of the proceeds of the Loan and any relevant records and documents; and (iii) shall furnish 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. Section 3.05. The Borrower shall take or cause to be taken 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 carrying out the Project. ARTICLE IV Other Covenants Section 4.01. (a) It is the policy of the Bank, in making loans to, or with the'guarantee of, its members not to seek, in normal circumstances, special security from the member concerned but to ensure that no other external debt shall have priority over its loans in the allocation, realization or distribution of foreign exchange held under the control or for the benefit of such member. To that end, if any lien shall be created on any public assets (as hereinafter defined), as security for any external debt, which will or might result in a priority for the benefit of the creditor of such external debt in the allocation, realization or distribution of foreign exchange, such lien shall, unless the Bank shall other- wise agree, ipso facto and at no cost to the Bank, equally and ratably secure the principal of, and interest and other charges on, the Loan, and the Borrower, in creating or permitting the creation of such lien, shall make express provision to that effect; provided, however, that, if for any constitutional or other legal reason such provis-on cannot be made with respect to any lien created on assets of any of its political or administrative subdivisions, the Bor- rower shall promptly and at no cost to the Bank secure the principal of, and interest and other charges on, the Loan by an equivalent lien on other public assets satisfactory to the Bank. (b) The foregoing undertaking shall not apply to: (i) any lien created on property, at the time of purchase thereof, solely as security for payment of the purchase price of such property; and (ii) any lien arising in the ordinary course of banking transac- tions and securing a debt maturing not more than one year after its date. (c) As used in this Section, the term "public assets" means assets of the Borrower, of any political or administrative subdi- vision thereof and of any entity owned or controlled by, or operat- ing for the account or benefit of, the Borrower or any such subdi- vision, including gold and other foreign exchange assets held by any institution performing the functions of a central bank or ex- change stabilization fund, or similar functions, for the Borrower. Section 4.02. The Borrower shall maintain or cause to be main- tained records adequate to reflect in accordance with consistently maintained sound accounting practices the operations, resources and expenditures, in respect of the Project, of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. Section 4.03. The Borrower shall cause its road network and its road maintenance equipment to be adequately maintained. Section 4.04. Without any limitation upon the generality of the provisions of Section 3.01 of this Agreement, the Borrower shall allocate out of its annual budgets sufficient funds to provide for the current maintenance of its highway network and the necessary renewal of its highway maintenance equipment. S - 10 - Section 4.05. (a) The Borrower shall entrust DSP with general responsibility for the programming, the coordination and the eco- nomic and technical evaluation of proposed investments in the transport sector; (b) The Borrower shall cause DSP to carry out its activities in accordance with a work program acceptable to the Bank. Section 4.06. The Borrower shall ensure that the traffic rules and regulations relating to vehicle dimensions, weights and speeds are appropriate to the geometric and structural standards of its highway system and shall take all necessary action to implement and enforce such traffic rules and regulations. Section 4.07. The Borrower shall: (i) maintain a road inventory; (ii) collect in accordance with appropriate statistical methods and procedures such technical, economic and financial information as shall be reasonably required for proper planning of maintenance, improvements, and extensions of its highway system; and (iii) fur- nish to the Assoc-Iation such information in respect thereof as the Association shall reasonably request. - 11 - ARTICLE V Termination Section 5.01. The date July 29, 1976 is hereby specified for the purposes of Section 12.04 of the General Conditions. - 12 - ARTICLE VI Representative of the Borrower; Addresses Section 6.01. The Ministre charge des Finances of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 6.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Ministere des Finances et des Affaires Economiques Rue Charles Laine Dakar S9n4gal Cable address: MINIVINANCES Dakar For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: INTBAFRAD Washington, D.C. - 13 - 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 city of Dakar, Republic of Senegal, as of the day and year first above written. REPUBLIC OF SENEGAL by /s/ Babacar Ba Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Roger Chaufournier Regional Vice President Western Africa SCHEDULE 1 Withdrawal of the Proceeds of the Loan 1. The table below sets forth the Categories of items to be fi- nanced out of the proceeds of the Loan, the allocation of the amounts of the Loan to each Category and the percentage of expendi- tures for items so to be financed in each Category: Amount of the Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Civil works 8,650,000 58% under Part A of the Project (2) Equipment and 1,100,000 100% of foreign spare parts expenditures or under Parts B.2, 91% C and E.3 of the Project (3) Consultants' 2,500,000 75% services under Parts A, B.1, D, E.1 and F of the Project (4) Scholarships under 150,000 100% of foreign Part E.2 of the expenditures Project (5) Unallocated 2,600,000 TOTAL 15,000,000 1 15- 2. For the purposes of this Schedule, the term "foreign expendi- tures" means expenditures in the currency of any country other than the Borrower and for goods or services supplied from the territory of any country other than the Borrower; provided, however, that if the currency of the Borrower is also that of another country from the territory of which goods or services are supplied, expenditures in such currency for such goods or services shall be deemed to be "foreign expenditures". 3. The disbursement percentages have been calculated in compliance with the policy of the Bank that no proceeds of the Loan shall be disbursed on account of payments for taxes levied by, or in the territory of, the Borrower on goods or services, or on the importa- tion, manufacture, procurement 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 decreases or increases, the Bank may, by notice to the Borrower, increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Bank. 4. Notwithstanding the provisions of paragraph 1 above, no with- drawals shall be made in respect of expenditures prior to the date of this Agreement. 5. Notwithstanding the allocation of an amount of the Loan or the disbursement percentages set forth in the table in paragraph 1 above, if the Bank has reasonably estimated that the amount of the Loan then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Bank -16 - may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Loan which are then allocated to another Category and which in the opinion of the Bank are not needed to meet other expenditures, and (ii) if such reallocation cannot fully meet the estimated short- fall, reduce the disbursement percentage then applicable to such expenditures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made. 6. If the Bank shall have reasonably determined that the procure- ment of any item in any Category is inconsistent with the procedures set forth or referred to in this Agreement, no expenditures for such item shall be financed out of the proceeds of the Loan and the Bank may, without in any way restricting or limiting any other right, power or remedy of the Bank under the Loan Agreement, by notice to the Borrower, cancel such amount of the Loan as, in the Bank's rea- sonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the pro- ceeds of the Loan. - 17 - SCHEDULE 2 Description of the Project The Project consists of the following: Part A: Pavement strengthening of about 204 km of primary roads as listed in Exhibit I to this Schedule, as such Exhibit may be amended from time to time by agreement between the Borrower and the Bank. Part B: The improvement of highway maintenance by: 1. The reorganization of DPW's highway maintenance and equipment repair operations and the training of DPW's personnel. 2. The procurement and utilization of equipment for DPW's road maintenance. Part C: Assistance to the Centre exp4rimental de recherches et d'Studes pour l'kuipement (CEREEQ) by the procurement of equipment. Part D: Assistance to the domestic civil works industry by evaluating said industry's capacity and organization and determining the steps required for its strengthening, including the extent of the training to be provided to domestic civil works contractors, and the carrying out of said training to the extent required. -18- Part E: Assistance to DSP within the scope of its responsibilities in view of transport planning and coordination, namely by: 1. The provision of expert's services; 2. The provision of scholarships; 3. The procurement of equipment. Part F: Preinvestment studies concerning: 1. the improvement of the Lougha-Dahra road (about 80 km). 2. the pavement strengthening of about 180 km of primary roads to be selected in agreement with the Bank, or such other operations as may be agreed with the Bank. T e * The Project is expected to be completed by December 31, 1979. -19- EXHIBIT I TO SCHEDULE 2 Primary Roads Included in Part A of the Project Sections of Primary Roads Approximate Length (km) M'Bour-Thiadiaye 20.0 km Thiadiaye-Fatick 34.9 km N' Gath-Birkelane 20.3 km Ross Bethio-Rosso 36.0 km Rosso-Dagana 33.5 km M'Bayakh-Sao 24.5 km Kayar-Keur Moussa 8.6 km Gapakh-Nioro Du Rip 16.O km N'Doffane-Gapakh 10.0 km TOTAL 203.8 km - 20 - SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* August 1, 1981 255,000 February 1, 1982 265,000 August 1, 1982 280,000 February 1, 1983 290,000 August 1, 1983 305,000 February 1, 1984 315,000 August 1, 1984 330,000 February 1, 1985 345,000 August 1, 1985 360,000 February 1, 1986 375,000 August, 1, 1986 390,000 February 1, 1987 405,000 August 1, 1987 425,000 February 1, 1988 440,000 August 1, 1988 460,000 February 1, 1989 48o,ooo August 1, 1989 500,000 February 1, 1990 520,000 August 1, 1990 545,000 February 1, 1991 565,000 August 1, 1991 590,000 February 1, 1992 615,000 August 1, 1992 640,000 February 1, 1993 670,000 August 1, 1993 695,000 February 1, 1994 725,000 August 1, 1994 755,000 February 1, 1995 790,000 August 1, 1995 820,000 February 1, 1996 850,000 * 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. -21- 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 1-1/4% More than three years but not more than six years before maturity 2-1/2% More than six years but not more than eleven years before maturity 4-1/2% More than eleven years but not more than sixteen years before maturity 6-3/4% More than sixteen years but not more than eighteen years before maturity 7-1/2% More than eighteen years before maturity 8-1/2% - 22 - ST'CREDULE 4 Procurement A. General Procedures 1. Except as provided in paragraph 2 hereunder, goods, works and services shall be procured under contracts to be awarded in accor- dance with procedures consistent with those set forth in Part A of the "Guidelines for Procurement under World Bank Loans and IDA Credits" published by the Bank in August 1975 (hereinafter called the Guidelines), on the basis of international competitive bidding. 2. (a) Bidders for the works included in Part A of the Project shall be prequalified as described in paragraph 1.3 of Part A of the Guidelines. (b) Notwithstanding the provisions included in the foregoing paragraphs of this Schedule the Bank will accept, pursuant to the provisions of subparagraph (d) of paragraph 4.2 of the Guidelines, that contracts for the procurement of civil works required for pavement strengthening of the M'Bour-Thiadiaye, Thiadiaye-Fatech and N'Gath-Birkelane roads under Part A of the Project may be placed with a contractor who carried out or is carrying out similar works under the Second Highway Project under international competitive bidding, provided: (i) that the terms and conditions of negotiated con- tracts are acceptable to the Bank, and in particular that the prices (1) take into account the previous 1 - 23- contract with said contractor for similar works, and (2) compare reasonably with prices which are obtained for similar works after competitive bidding; and (ii) that any draft contract and any other document relevant thereto which the Bank shall request will be submitted to the Bank for review and approval prior to making any award of contract or issuing any letter of intent. (c) Identical or similar goods shall be grouped whenever practicable for the purpose of bidding and procurement. (d) Notwithstanding the provisions of Part A hereof, the Bor- rower may procure goods estimated to cost less than $10,000 equiv- alent per unit on the basis of quotations obtained in accordance with local procedures acceptable to the Bank, to the extent that the aggregate amount of items so procured and financed out of the proceeds of the Loan shall not exceed $100,000 equivalent. (e) Suppliers of road maintenance equipment shall be required to provide adequate after-sales service and supply of spare parts in Dakar. B. Evaluation and Comparison of Bids for Goods For the purpose of evaluation and comparison of bids for the supply of goods: (i) bidders shall be required to state in their bid the c.i.f. (port of entry) price for imported goods, (ii) customs 24 -I duties and other import taxes on imported goods, and sales and similar taxes on domestically-supplied gods, shall be excluded; and (iii) the cost to the Borrower of inland freight and other ex- penditures incidental to the delivery of goods to the place of their use or installation shall be included. 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 procedure as the Bank shall reasonably request. The list of prequalified bidders, together with a statement of their qualifications and of the reasons for the exclusion of any applicant for prequalification 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 estimated to cost the equivalent of $10,000 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 -25- bidding, and shall make such modifications in the said documents 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 Borrower shall, before a final decision on th,e 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, on the evaluation and comparison of the bids received, and such other information as the Bank shall rea- sonably request. The Bank shall, if it determines that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform the Borrower and state the reasons for such deter- mination. (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 approval 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. 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 - 26- S 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 infor- mation 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.