Bolivia - Urban Development Project : Loan 1489 - Project Agreement - 7 - Conformed

O IIAL DDOCUMINTS LOAN NUMBER 1489 BO Amending Project Agreement (Urban Development Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and BANCO DE LA VIVIENDA Dated /Va& ,A , 1981 LOAN NUMBER 1489 BO AMENDING PROJECT AGREEMENT AGREEMENT, dated , 1981, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and BANCO DE LA VIVIENDA (hereinafter called BANVI). WHEREAS (A) by the Loan Agreement (hereinafter called the Loan Agreement) dated November 30, 1977, between the Republic of Bolivia (hereinafter called the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to seventeen million United States dollars ($17,000,000), on the terms and conditions set forth in the Loan Agreement; WHEREAS by a Project Agreement (hereinafter called the BANVI Project Agreement) dated November 30, 1977, between the Bank and BANVI, BANVI undertook the obligation to carry out Part E.4 of the Project; and WHEREAS the Bank and BANVI have agreed to certain changes in the Project Agreement, and, for such purpose, have agreed to enter into this Agreement (hereinafter called BANVI Amending Project Agreement, upon the terms and conditions hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Section 1.01. The BANVI Project Agreement is hereby amended and shall read as follows: "LOAN NUMBER 1489 BO PROJECT AGREEMENT AGREEMENT, dated November 30, 1977, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and BANCO DE LA VIVIENDA (hereinafter called BANVI). WHEREAS (A) by the Loan Agreement of even date herewith between Republic of Bolivia (hereinafter called the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to seventeen million -2- dollars ($17,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition inter alia that BANVI agree to undertake such obligations toward the Bank as are hereinafter set forth; (B) by a financing and fiscal agency agreement and a subsidiary loan agreement between the Borrower and BANVI, part of the proceeds of the loan provided for under the Loan Agreement will be made available to BANVI on the terms and conditions therein set forth; and WHEREAS BANVI, in consideration of the Bank's entering into the Loan Agreement with the Borrower, has agreed to undertake the obligations hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Definitions Section 1.01. Wherever used in this Agreement, unless the context shall otherwise require, the several terms defined in the Loan Agreement, the Preamble to this Agreement and the General Conditions (as so defined) have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Project Unit" means the unit described in Section 2.02 of this Agreement; and (b) "Statutes" means the Estatutos of BANVI dated September 11, 1974, as amended to the date of this Agreement. ARTICLE II Execution of Parts E.4 and G of the Project, and Financial Administration of Parts E.5 and F of the Project Section 2.01. BANVI shall carry out: (a) Parts E.4 and G of the Project described in Schedule 2 to the Loan Agreement and in Schedule 1 to this Agreement with due diligence and efficiency and in conformity with appropriate administrative, financial, banking, engineering and urban development practices; and (b) the financial administration of Parts E.5 and F of the Project as -3- described in Schedule 1 to this Agreement, with due diligence and efficiency and in conformity with appropriate administrative, financial and banking practices. Section 2.02. BANVI shall establish and maintain thereafter until the completion of the Project, a Project Unit, the staffing and organization of which shall be satisfactory to the Bank, for: (i) the monitoring and evaluation of the Project; (ii) the preparation of similar urban development projects; and (iii) the carrying out of Parts E.4 and G of the Project and the financial administration of Parts E.5 and F of the*Project. Section 2.03. Except as the Bank may otherwise agree, BANVI shall cause all services financed out of the proceeds of the Loan made available to it by the Borrower to be used exclusively for the Project. Section 2.04. (a) BANVI shall furnish, or cause to be furnished, to the Bank, promptly upon their preparation, the plans, specifications, reports, contract documents and construc- tion and procurement schedules for Parts E.4, E.5, F and G of the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. (b) BANVI: (i) shall maintain, or cause to be maintained, records adequate to record the progress of Parts E.4, E.5, F and G of the Project (including the cost thereof) and to identify the goods and services financed out of the proceeds of the Loan made available to it by the Borrower, and to disclose the use thereof in Parts E.4, E.5, F and G of the Project; (ii) shall, without limitations upon the provisions of paragraph (c) of this Section, enable the Bank's representatives to visit the facilities and construction sites included in Part G of the Project and to examine the goods financed out of such proceeds and any relevant records and documents; and (iii) shall furnish the Bank all such information as the Bank shall reasonably request concerning the Project, the expenditure of the proceeds of the Loan so made available to it and the goods and services financed out of such proceeds. (c) BANVI shall enable the Bank's representatives to examine all plants, installations, sites, works, buildings, property and equipment of BANVI and any relevant records and documents. Section 2.05. (a) BANVI shall, at the request of the Bank, exchange views with the Bank with regard to the progress of -4- Parts E.4, E.5, F and G of the Project, the performance of its obligations under this Agreement, the Subsidiary Loan Agreement and under the Financing and Fiscal Agency Agreement, and other matters relating to the purposes of the Loan. (b) BANVI shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of Parts E.4, E.5, F and G of the Project, the accomplishment of the purposes of the Loan, or the performance by BANVI of its obligations under this Agreement, the Subsidiary Loan Agreement and the Financing and Fiscal Agency Agreement. Section 2.06. In order to assist BANVI in the carrying out of Parts E.4, E.5, F and G of the Project, BANVI shall employ consultants whose qualifications, experience and terms and conditions of employmenc shall be satisfactory to the Bank. Section 2.07. Except as the Bank shall otherwise agree, contracts for the purchase of goods or for civil works to be financed out of the proceeds of the Loan, shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement. Section 2.08. (a) In alloting residential plots developed under Part G of the Project to prospective purchasers, BANVI shall employ procedures and criteria acceptable to the Bank. (b) BANVI, shall enter into an individual contract with each purchaser selected, setting forth the terms and conditions for the repayment of the prorated capital costs of land and on-site infrastructure, and the costs of the residential dwelling. Such terms and conditions shall be satisfactory to the Bank and shall include those set forth in paragraph 1 of Schedule 2 to this Agreement. (c) BANVI shall make credits for construction materials and contracted labor to purchasers of residential plots developed under Part G of the Project, on terms and conditions satisfactory to the Bank, including those set forth in paragraph 2 of Schedule 2 to this Agreement. (d) BANVI shall, no later than July 1, 1981 or such later date as the Bank shall agree, furnish to the Bank for its approval the procedures and selection criteria for the allocation of plots and a standard form of the contract to be used for the purposes referred to in paragraphs (b) and (c) of this Section. -5- Section 2.09. (a) BANVI undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Loan made available to it by the Borrower 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 BANVI to replace or repair such goods. (b) Except as the Bank may otherwise agree, BANVI shall cause all goods and services financed out of the proceeds of the Loan made available to it by the Borrower to be used exclusively for the Project. Section 2.10. BANVI shall duly perform all its obligations under the BANVI Subsidiary Loan Agreement and the Financing and Fiscal Agency Agreement. Except as the Bank shall otherwise agree, BANVI shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the BANVI Subsidiary Loan Agreement or provision thereof or the Financing and Fiscal Agency Agreement or any provision thereof. Section 2.11. BANVI shall take all such actions as shall be necessary to acquire, no later than July 1, 1981 or such later date as the Bank shall agree, such land, acceptable to the Bank, as shall be required for the construction of about 400 residential plots, and shall furnish to the Bank promptly after such acquisition, evidence satisfactory to the Bank that such land is available for the carrying out of Part G of the Project. ARTICLE III Management and Operations of BANVI Section 3.01. BANVI shall at all times manage its affairs, maintain its financial position, plan its future expansion and carry on its operations, all in accordance with appropriate banking, financial and urban development practices, under the supervision of qualified and experienced management assisted by qualified and experienced staff in adequate numbers and in accordance with its Statutes. Section 3.02. BANVI shall act as the Borrower's fiscal agent for Parts A, B, C, E, F and G of the Project. To that end, BANVI shall make withdrawals from the Loan Account for such parts of the Project. -6- Section 3.03. BANVI shall take out and maintain with responsible insurers, or make other provisions satisfactory to the Bank for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. ARTICLE IV Financial Covenants Section 4.01. BANVI shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices, its operations and financial condition. Section 4.02. BANVI shall: (i) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors; (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) furnish to the Bank such other information concerning the accounts and financial statements of BANVI and the audit thereof as the Bank shall from time to time reasonably request. Section 4.03. BANVI shall, not later than July 1, 1981 or such later date as the Bank shall agree, make contractual arrange- ments with SAMAPA, satisfactory to the Bank, for the provision of adequate amounts of water to the area included in Part G of the Project. 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 Loan Agreement becomes effective. Section 5.02. (a) This Agreement and all obligations of the Bank and of BANVI thereunder shall terminate on the earlier of the following two dates: - 7 - (i) the date on which the Loan Agreement shall terminate in accordance with its terms; or (ii) the Closing Date. (b) If the Loan Agreement terminates in accordance with its terms before the date specified in paragraph (a) (ii) of the Section, the Bank shall promptly notify BANVI 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 Loan Agreement. 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 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 BANVI: Banco de la Vivienda Av. Camacho, 1336 La Paz, Bolivia -8- Cable address: Telex: BANVI BV-295ENTEL La Paz 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 BANVI may be taken or executed by its Gerente General or such other person or persons as he shall designate in writing. Section 6.03. BANVI shall furnish to the Bank sufficient evidence of the authority and the authenticated specimen signature of the person or persons who will, on behalf of BANVI, take any action or execute any documents required or permitted to be taken or executed by BANVI to any of the provisions of this Agreement. Section 6.04. 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 representatives thereunto duly authorized, 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 BANK FOR RECONSTRUCTION AND DEVELOPMENT By Is/ Suitbertus M. L. van der Meer Acting Regional Vice President Latin America and the Caribbean BANCO DE LA VIVIENDA By Is/ Miguel Zalles Denegri Authorized Representative -9- SCHEDULE 1 Description of Parts E.4 and G of the Project and of the Financial Administration of Parts E.5 and F of the Project 1. Part E.4 consists of the provision of technical assistance by foreign and local consultants to strengthen BANVI's technical capacities in general, to support the Project Unit to be established within BANVI, to monitor and evaluate the Project, and to prepare similar urban development projects. The technical assistance will include inter alia the provision of consultants in the fields of financial analysis, project engineering, economics and urban planning. 2. Part G consists of the preparation of about 400 serviced plots and basic housing units in La Paz, the provision of essential services (water, electricity, sewerage, and access roads), necessary off-site infrastructure, basic community facilities, and the provision of credits, in materials or in cash, to participating households to develop, expand, or improve the basic units. 3. Financial Administration of Parts E.5 and F of the Project consists of maintaining financial records and effecting authorized expenditure for the Divisi6n Materno-Infantil in respect of Parts E.5 and F of the Project, in accordance with an operations manual which will be acceptable to the Bank. - 10 - SCHEDULE 2 Terms and Conditions of the Purchase of Plots and Core Dwelling Units and of Credits for the Improvement of the Core Dwelling Units 1. Purchase of Plots and of Core Dwelling Units (i) Amount: Sum of prorated capital costs of land and on-site infrastructure, costs of residential dwelling, and costs of design, supervision and administration of such infrastructure and dwelling. (ii) Interest: 10% per annum (iii) Repayment period: Ranging from 15 to 20 years. (iv) Security: Such security as BANVI shall reasonably request. (v) Down payment: Purchasers will be required to make a minimum down payment of 5% of the amount referred to in (i) above. 2. Credits for the Improvement of the Core Dwelling Units (i) Amount: A maximum of the equivalent of $500. (ii) Disbursement: In materials or cash. (iii) Interest: 17% per annum - 11 - (iv) Repayment period: Up to 30 years. (v) Security: Such security as BANVI shall reasonably request." ARTICLE II Section 2.01. The BANVI Amending Project Agreement shall become effective on the date upon which the Amending Loan Agree- ment becomes effective. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, 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 BANK FOR RECONSTRUCTION AND DEVELOPMENT By v Regional Vice President Latin America and the Caribbean BANCO DE LA VIVIENDA /S/ Sthorize Rpsti By Z7c 7~/A Authorized Representative March 25, 1981 InLernationaj bzank for Reconstructiohn and Developraent 1818 11 Strect, N.W. Ubington, D.C. 20433 U. S. A. Dwco d, la Viv i n! Av. Camacho 133 Rfef: Lk:'n N° ':69-B (Urban Developraent Project). - Sectiocni 2.01. of the BANXI In ri y t to Lcti.vn 2.01 o the aboveræntioned B:1: c.onrirmii Luat te Am-,di Lon r to i li i d Sectio is the Aen'dinc; Loni :C, ,eelment si het~ d~'' eul oø B3oli \ a~:nd th~e Ifnternatioux' ikmkzxdz oc It&ir.tionaul ri,X for Roeøi:truction and- Bel eo;ra i a : r INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Bank for Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this alfd -day of JeAl, 198 . FOR SECRETARY