Morocco - Vegetable Production And Marketing : Loan 1757 - Project Agreement - 2 - Conformed

DOCUMENTS LOAN NUMBER 1757 MOR OCE Project Agreement (VegetableProduction and Marketifng PtojeCt) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPHENT and OFFICE DE CONERCIALISATION ET D'EXPORTATION Dated , 1979 LOAN NUMBER 1757 MOR OCE PROJECT AGREEMENT AGREEMENT, dated , 1979, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and OFFICE DE COMMERCIALISATION ET D'EXPORTATION (hereinafter called OCE). WHEREAS (A) by the Loan Agreement of even date herewith between the Kingdom of Morocco (hereinafter called the Borrower or Morocco) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to fifty- eight million dollars ($58,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that OCE agree to undertake such obligations toward the Bank as are herein- after set forth; (5) by a subsidiary loan agreement to be entered into between the Borrower and OCE, a portion of the proceeds of the loan provided for under the Loan Agreement will be made available to OCE on the terms and conditions therein set forth; and WHEREAS OCE, 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. ARTICLE II Execution of the Project Section 2.01. OCE shall carry out Parts C (2), C (4), D (1) and D (2) of the Project described in Schedule 2 to the Loan Agreement and the elements of Part F (1) of the Project for which 4-. -2- OCE shall be responsible with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and agricultural practices. Section 2.02. (a) Except as the Bank shall otherwise agree, procurement of the goods and civil works required for Parts D (1) and D (2) of the Project, to be financed out of the proceeds of the Loan, shall be governed by the provisions of the Schedule hereto. (b) OCE shall, for and on behalf of the Sub-borrowers, procure goods required for carrying out Part A (1) of the Project and, for its own account, goods required for carrying out Part C (4) of the Project, in accordance with the provisions of Part C (2) of the Schedule hereto. Section 2.03. (a) OCE 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, transpor- tation 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 OCE to replace or repair such goods. (b) Except as the Borrower and the Bank may otherwise agree, OCE shall cause all goods and services financed out of the pro- ceeds of the Loan made available to it by the Borrower to be used exclusively for the Project. Section 2.04. (a) OCE shall furnish to the Bank, promptly upon their preparation, the plans, specifications, reports, contract documents and construction and procurement schedules for Parts D (1) and D (2) of the Project, and any material modifica- tions thereof or additions thereto, in such detail as the Bank shall reasonably request. (b) OCE: (i) shall maintain records and procedures adequate to record and monitor the progress of Parts C (2), C (4)t D (1) and D (2) of the Project and the elements of Part F (1) of the Project for which OCE shall be responsible (including their cost and the benefits to be derived therefrom), to identify the goods and services financed out of the proceeds of the Loan, and to disclose their use in the Project; (ii) shall enable the Bank's accredited representatives to visit the facilities and construc- tion sites included in the parts of the Project for viUch OCE -3- shall be responsible and to examine the goods financed out of the proceeds of the Loan and any relevant records and documents; and (iii) shall, in coordination with the Borrower and CNCA, furnish to the Bank at regular intervals all such information as the Bank shall reasonably request concerning the parts of the Project for which OCE shall be responsible, their cost and, where appropriate, the benefits to be derived therefrom, the expenditure of the proceeds of the Loan and the goods and services financed out of such proceeds. (c) Promptly after completion of the Project, but in any event not later than June 30, 1984 or such later date as may be agreed for this purpose among the Borrower, OCE and the Bank, OCE shall, through the National Coordination Committee for Off-season Vegetables, prepare and furnish to the Bank a report, of such scope and in such detail as the Bank shall reasonably request, on the execution and initial operation of Parts C (2), C (4), D (1) and D (2) of the Project and the elements of Part F (1) of the Project for which OCE shall be responsible, their cost and the benefits derived and to be derived therefrom, the performance by OCE and the Bank of their respective obligations under the OCE Project Agreement and the OCE Subsidiary Loan Agreement and the accomplishment of the purposes of the Loan. (d) OCE shall enable the Bank's representatives to examine all plants, installations, sites, works, buildings, property and equipment of OCE related to the purposes of the Loan and any relevant records and documents. Section 2.-J. OCE shall duly perform all its obligations under the OCE Gubsidiary Loan Agreement. Except as the Bank shall otherwise agree, OCE shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the OCE Subsidiary Loan Agreement or any provision there- of. Section 2.06. (a) OCE shall, it the request of the Bank, exchange views with the Bank with regard to the progress of the Project, the performance of its obligations under this Agreement and the OCE Subsidiary Loan Agreement and other matters relating to the purposes of the Loan. (b) OCE shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the purposes of the Loan, or F- the performance by OCE of its obligations under this Agreement and the OCE Subsidiary Loan Agreement. Section 2.07. OCE shall cooperate with the Borrower for the establishment of the programs referred to in Section 3.03 of the Loan Agreement, as provided in such Section. Section 2.08. OCE shall provide and rhall ensure that SASMA provide the technical extension agents included in Part C (2) of the Project with adequate transportation facilities and funds for all their operating expenses. Section 2.09. OCE shall cooperate with the National Coordina- tion Committee for Off-season Vegetables and the Provincial Technical Committees for Off-season Vegetables and shall provide said committees, in a timely fashion and at regular intervals, with the necessary information and resources enabling said com- mittees to perform their functions as defined pursuant to Section 3.02 of the Loan Agreement. Section 2.10. In order to assist OCE in carrying out the elements of Part F (1) of the Project for which OCE shall be responsible, OCE shall, as and when required, employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank and OCE. ARTICLE III Management and Operations of OCE Section 3.01. OCE shall continue at all times to manage its affairs, maintain its financial position, plan its future expan- sion and carry on its operations, all in accordance with appro- priate administrative, financial, engineering and agricultural standards and practices and under the supervision of qualified and experienced management and staff. Section 3.02. OCE shall take all steps necessary to acquire, maintain and renew all rights, power, privileges and franchises which are necessary or useful to enable it to fulfill its obliga- tions hereunder. Section 3.03. OCE shall, after exchanges of views with the Bank, take all appropriate steps to strengthen and maintain an adequate marketing structure for off-season vegetables; to that end, OCE shall, inter alia, establish in France, not later than October 31, 1979, a panel of importer-distributors for off-season vegetables. ARTICLE IV Financial Covenants Section 4.01. OCE shall continue to maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. Section 4.02. OCE shall: (i) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited by the Borrower"s ministry responsible for finance in accordance with appropriate auditing principles consistently applied by such ministry; (ii) furnish to the Bank, promptly after approval by its Conseil d'administration, (A) certified copies of those financial state- ments for such year as so audited and (B) the minutes of its Conseil d'administration approving such statements; and (iii) furnish to the Bank such other information concerning those accounts and financial statements as the Bank shall from time to time reasonably request. 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 effec- tive. Section 5.02. This Agreement and all obligations of the Bank and of D.CE thereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms, and the Bank shall promptly so notify OCE thereof. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under the General Conditions. 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 -6- 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 herein- after 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. Washing on, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) For OCE: Office de Commercialisation et d'Exportation 45 avenue de l'Arme Royale Casablanca Morocco Cable address: Telex: OCEXPORT OCEXPORT Casablanca 21610.M. 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 OCE may be taken or executed by its Di-ecteur Gfn&ral or such other person or persons as OCE shall designate ir writing, and OCE shall furnish to the Bank sufficient evidence of the authority and the authenticated specimen signature of each such person. -7- Section 6.03. This Agreement may be executed in several counterparts, each of which shall be an original, and all collec- tively 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/ Regional Vice President Europe, Hiddle East and North Africa OFFICE DE COMMERCIALISATION ET D'EXPORTATION By Authorized Representative -8- SCHEDULE Procurement A. International Competitive Bidding 1. Except as provided in Part C hereof, goods and civil works for Parts D (1) and D (2) shall be procured under contracts awarded in accordance with procedures consistent with those set forth in the "Guidelines for Procurement under World Bank Loans and IDA Credits" published by the Bank in March 1977 (hereinafter called the Guidelines), on the basis of international competitive bidding as described in Part A of the Guidelines. 2. For goods and works to be procured on the basis of inter- national competitive bidding, in addition to the requirements of paragraph 1.2 of the Guidelines, OCE shall prepare and forward to the Bank as soon as possible, and in any event not later than 60 days prior to the date of availability to the public of the first tender, a general procurement notice, in such form and detail and containing such information as the Bank shall reasonably request; the Bank will arrange for the publication of such notice in order to provide timely notification to prospective bidders of the opportunity to bid for the goods and works in question. OCE shall provide the necessary information to update such notice annually so long as any goods or works remain to be procured on the basis of international competitive bidding. 3. OCE shall take all appropriate measures, for the procurement of equipment and civil works, to enable manufacturers or contrac- tors, as the case may be, to bid for individual contracts or for a group of similar contracts, at their option. 4. For the purpose of evaluation and comparison of bids for the supply of goods to be procured on the basis of international competitive bidding, (i) bidders shall be required to state in their bid the c.i.f. (port of entry) price for imported goods, or the ex-factory price for domestically manufactured goods; (ii) customs duties and other import taxes on goods evaluated on a c.i.f. basis, and sales and similar taxes (applicable to finished domestic products) on goods evaluated on an ex-factory basis, shall be excluded; and (iii) the cost to OCE of inland freight and other expenditures incidental to the delivery of goods to the place of their use or installation shall be included. B. Preference for Domestic Manufacturers In the procurement of goods in accordance with the procedures described in Part A of this Schedule, goods manufactured in Morocco may be granted a margin of preference in accordance with, and subject to, the following provisions: 1. All bidding documents for the procurement of goods shall clearly indicate any preference which will be granted, the information required to establish the eligibility of a bid for such preference and the following methods and stages that will be followed in the evaluation and comparison of bids. 2. After evaluation, responsive bids will be classified in one of the following three groups: (1) Group A: bids offering goods manufactured in Morocco if the bidder shall have established to the satisfaction of OCE and the Bank that the manu- facturing cost of such goods includes a value added in Morocco equal to at least 20% of the ex-factory bid price of such goods. (2) Group B: all other domestic bids. (3) Group C: bids offering any other goods. 3. All evaluated bids in each group shall be first compared among themselves, excluding any customs duties and other import taxes on goods to be imported and any sales or similar taxes on goods to be supplied domestically, to determine the lowest evaluated bid of each group. Such lowest evaluated bids shall then be compared. with each other, and if, as a result of this comparison, a bid from group A or group B is the lowest, it shall be selected for the award. 4. If, as a result of the comparison under paragraph 3 above, the lowest bid is a bid from group C, all group C bids shall be further compared with the lowest evaluated bid from group A after adding to the evaluated bid price of the imported goods offered in each group C bid, for the purpose of this further comparison only, an amount equal to: (i) the amount of customs duties and other import taxes which a non-exempt importer would have to pay for the' importation of the goods offered in such group C bid; or (ii) 15% of the c.i.f. bid,price of such goods if said customs duties and taxes exceed 15% of such price. If the group A bid in such further comparison is the lowest, it shall be selected for the award; if not, the bid from group C which as a result of the comparison under paragraph 3 is the lowest evaluated bid shall be selected. C. Other Procurement Procedures 1. Each individual contract for civil works estimated to cost less than $300,000 equivalent (including taxes), and each individual contract for equipment, estimated to cost less than $150,000 equivalent (including taxes) may be awarded through local competitive bidding procedures acceptable to the Bank; provided, however, that the aggregate amount of all contracts for equipment to be so awarded shall not exceed the equivalent of $1,500,000 (including taxes). 2. To ensure standardization of equipment, competitive prices and timely supplies, contracts for goods required for carrying out Parts A (1) and C (4) of the Project shall be procured through internt-ional competition in accordance with procedures acceptable to the Bank. D. Review of Procurement Decisions by the Bank 1. Review of invitations to bid and of proposed awards and final contracts: With respect to all contracts for goods required for carrying out Parts A (1) and C (4) of the Project and for civil works required for carrying out Parts D (1) and D (2) of the Project estimated to cost the equivalent of $300,000 or more, and with respect to all contracts for equipment required for carrying out Parts D (1) and D (2) of the Project estimated to cost the equivalent of $150,000 or more, respectively: (a) Before bids are invited, OCE 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 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. - 11 - (b) OCE shall, after bids have been received and evaluated and 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 con- tract 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 reasonably request. The Bank shall, if it determines that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform OCE and state the reasons for such determination. (c) The terms and conditions of the contract shall not, without the Bank's concurrence, materially differ from those on which bids were asked. (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. 2. With respect to each contract not governed by the preceding paragraph 1, OCE 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 the respective 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 wilh the Guidelines or this Schedule, promptly inform OCE and state e reasons for such determination. 3. Before agreeing to any material modification or waiver of the terms and conditions of a contract, or granting an exten- sion of the stipulated time for performance of such contract, or issuing any change order under such contract (except In cases of extreme urgency) which would increase the cost of the contract by more than 30% of the original price, OCE shall inform the Bank of the proposed modification, waiver, extension or change order and the reasons therefor. The Bank, if it determines that the proposal would be inconsistent with the provisions of this Agreement, shall promptly inform OCE and state the reasons for its determination. 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 day of 197. FOR SECRETARY