Senegal - Structural Adjustment Loan And Credit : Credit 1084 - Credit Agreement - 1 - Conformed

OFFICIAL CREDIT NUMBER 1084 SE DOCUMENTS Development Credit Agreement (Structural Adjustment Credit) between REPUBLIC OF SENEGAL and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated TQ, 1981 CREDIT NUMBER 1084 SE DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated J0r LOM Zb, 1981, between REPUBLIC OF SENEGAL (hereinafter called the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). WHEREAS (A) the Borrower has requested the Association to assist in the financing of Part B of the Project described in Schedule 2 to this Agreement by extending the Credit as hereinafter provided; (B) the Borrower has also requested the International Bank for Reconstruction and Development (hereinafter called the Bank) to provide additional assistance towards the financing of Part B of the Project and by an agreement datedS*XUf 1981, between the Borrower and the Bank (hereinafter called the Loan Agreement) the Bank agreed to provide such assistance in an aggregate prin- cipal amount equivalent to thirty million dollars ($30,000,000) (hereinafter called the Loan); and WHEREAS the Association has agreed, on the basis, inter alia, of the foregoing, to extend the Credit to the Borrower upon the terms and conditions hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Development Credit Agreements of the Association, dated June 30, 1980, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Development Credit Agreements of the Association 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 General Conditions and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: -2- (a) "Loan Agreement" means the agreement dated 1981 between the Borrower and the Bank for the purpose of the Project, as such agreement may be amended from time to time; and such term includes the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated October 27, 1980, as made applicable to such agreement, all agreements supplemental to the Loan Agreement and all schedules to the Loan Agreement; (b) "Loan" means the loan provided for in the Loan Agreement; (c) "Loan Account" means the account defined in paragraph 10 of Section 2.01 of the General Conditions referred to in Section 1.01 of the Loan Agreement; (d) "CFAF" means the currency of the Borrower; (e) "Structural Adjustment Program" means the program covering the period from July 1, 1980 to June 30, 1985, for the structural adjustment of the Borrower's economy described in the Dclaration de politique &conomique of the Senegalese Govern- ment annexed to the letter No. 0439/PM/SP addressed to the Association and the Bank by the Borrower's Prime Minister, dated October 31, 1980; (f) "Nomenclature of Brussels" means the Nomenclature for the Classification of Goods in Customs Tariffs published by the Customs Co-operation Council, Brussels, Belgium, Fifth Edition (1976); (g) "Banque Centrale" means the national branch of Senegal of Banque Centrale des Etats de l'Afrique de l'Ouest; (h) "Special Account" means the account to be opened pursuant to Section 2.02 (b) of this Agreement and Section 2.02 (b) of the Loan Agreement; and (i) "Project Account" means the account established pursuant to Section 3.02 of this Agreement. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions in the Development Credit Agreement set forth or referred to, an amount in various currencies equiva- lent to twenty-two million nine hundred thousand Special Drawing Rights (SDR 22,900,000). Section 2.02. (a) The amount of the Credit may be withdrawn from the Credit 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 Association for expenditures made (or, if the Association shall so agree, to be made) in respect of the reasonable cost of the imported goods included in such Schedule and to be financed out of the proceeds of the Credit. (b) The Borrower shall, for the purposes of Part B (a) of the Project open a Special Account with Banque Centrale on terms and conditions satisfactory to the Association. Payments out of the Special Account shall be made exclusively to pay the reason- able cost of the imported goods eligible for financing out of the proceeds of the Credit in accordance with the provisions of Schedule 1 to this Agreement. (c) The Association shall, promptly after the Effective Date, withdraw on behalf of the Borrower from the Credit Account and deposit in the Special Account an initial amount in the currency of the Borrower not exceeding $10,000,000 equivalent, unless said initial amount is deposited by the Bank out of the proceeds of the Loan. Thereafter, at the request of the Borrower, the Association shall further withdraw from the Credit Account and deposit in the Special Account such amounts as shall be required to reimburse the Borrower for payments made out of the Special Account in respect of the reasonable cost of the imported goods eligible for financing under this Agreement, but only to the extent that the amount of any such deposit, together with any amount remaining on deposit in the Special Account as of the date of such request, shall not exceed in the aggregate the equivalent of $10,000,000. (d) The Borrower shall furnish to the Association in respect of each payment made by the Borrower out of the Special Account such documents and other evidence as the Association shall reason- ably request, showing that the payment was made on account of the reasonable cost of the imported goods eligible for financing under this Agreement. (e) If the Association shall have determined that any pay- ment out of the Special Account: (i) was made for any expenditure not eligible for financing by withdrawal from the Credit Account; or (ii) was not justified by the evidence required pursuant to paragraph (d) of this Section, the Borrower shall, promptly upon notice from the Association and prior to any further deposit in the Special Account by the Association, deposit in the Special Account an amount equal to the amount of such payment. (f) Notwithstanding the provisions of paragraph (c) of this Section, no further deposit in the Special Account shall be made by the Association when the Association shall have determined that such deposit will not be needed to finance the reasonable cost of the imported goods eligible for financing under this Agreement. Section 2.03. Except as the Association shall otherwise agree, procurement of the goods to be financed out of the proceeds of the Credit, shall be governed by the provisions of Schedule 3 to this Agreement. Section 2.04. The Closing Date shall be December 31, 1981 or such later date as the Association shall establish. The Associa- tion shall promptly notify the Borrower of such later date. Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.06. Service charges shall be payable semiannually on February 15 and August 15 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semiannual installments payable on each February 15 and August 15 commencing February 15, 1991, and ending August 15, 2030, each installment to and including the installment payable on August 15, 2000, to be one-half of one per cent (1/2 of 1%) of such principal amount, and each installment thereafter to be one and one-half per cent (1-1/2%) of such principal amount. Section 2.08. The currency of the Republic of France is hereby specified for the purposes of Section 4.02 of the General Conditions. Section 2.09. (a) With respect to Part B (a) of the Project, Banque Centrale is designated as representative of the Borrower for the purposes of taking any action required or permitted to be -5- taken under the provisions of Section 2.02 of this Agreement and Article V of the General Conditions. (b) The Borrower shall entrust Banque Centrale with respon- sibility for the coordination and collection of relevant docu- mentation and the preparation of withdrawal applications for the Credit under Part B (a) of the Project. Unless the Association shall otherwise agree, each of such applications shall include evidence satisfactory to the Association of the importation into Senegal of the goods for which financing is requested under such application and of the date of such importation. ARTICLE III Execution of the Project Section 3.01. (a) The Borrower shall carry out the Project, or cause the Project to be carried out, with due diligence and efficiency and in conformity with appropriate financial and administrative practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. (b) Without limitation or restriction to the foregoing, the Borrower shall take all such action, including the expeditious granting of import licenses, as shall be necessary or convenient to facilitate the timely importation of the goods to be financed out of the Credit. Section 3.02. The Borrower shall open an account (the Project Account) with Banque Centrale and shall, upon each withdrawal from the Credit Account, deposit or cause to be deposited in such Project Account in accordance with appropriate financial pro- cedures the equivalent in CFAF of the currency or currencies withdrawn from the Credit Account (such equivalent to be deter- mined as of the respective dates of such withdrawals). The amounts so deposited in the Project Account shall be used to finance expenditures for economic development of the parapublic enter- prises, primarily in the agricultural sector, that shall have entered into contrats-plans with the Borrower on terms and conditions satisfactory to the Association or that shall have taken steps (such as ordres de mission) satisfactory to the Association for the establishment of such contrats-plans with the Borrower. -6- Section 3.03. (a) In order to assist the Borrower in carry- ing out the studies included in Part B (b) of the Project, the Borrower shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Borrower and the Association. (b) With respect to the studies included in Part B (b) of the Project, the Borrower shall: (i) cooperate fully with such consultants in the per- formance of their services for the Project and make available to them all information relevant to said studies; (ii) cause such consultants promptly to furnish to the Association copies of the documents prepared by them for the Project, including reports and drafts thereof, in such number as the Association shall reasonably request; and (iii) from time to time, exchange views with the Associa- tion with respect to the evaluation and implementa- tion of the recommendations and other conclusions contained in the documents referred in sub- paragraph (b) (ii) of this Section. Section 3.04. The Borrower undertakes to insure, or cause to be insured, the imported goods to be financed out of the proceeds of the Credit and procured in accordance with Part A of Schedule 3 to this Agreement against hazards incident to the acquisition, transportation and delivery thereof to the point of entry into Senegal, and for such insurance any indemnity shall be payable in a currency freely usable by the purchaser or importer to replace or repair such goods. Section 3.05. (a) The Borrower shall: (i) maintain or cause to maintain records adequate to identify the goods financed out of the proceeds of the Credit, and to disclose their use in the Project; (ii) enable the Association's accredited representatives to examine any relevant records and documents in connection with the goods financed out of the proceeds of the Credit; and (iii) furnish to the Association at regular intervals all such informa- tion as the Association shall reasonably request concerning the Project, the expenditure of the proceeds of the Credit and the goods financed out of such proceeds. -7- (b) The Borrower shall furnish to the Association, at least on a quarterly basis, all such information as the Association shall request concerning the utilization of the amounts deposited in the Project Account pursuant to Section 3.02 of this Agreement. Section 3.06. (a) Until the end of 1985, the Borrower and the Association shall, from time to time, at the request of either party, and at least on an annual basis, exchange views on progress made and obstacles met in carrying out the Structural Adjustment Program. (b) The first such exchange of views shall take place not later than March 31, 1981. (c) The Borrower shall, prior to and for the purposes of each such exchange of views, furnish to the Association a report containing such information related to the carrying out of the Structural Adjustment Program as the Association shall reasonably request. (d) By December 31, 1985, or such later date as may be agreed for this purpose between the Borrower and the Association, the Borrower shall prepare and furnish to the Association a report, of such scope and in such detail as the Association shall reasonably request, on the execution of the Project, the perform- ance by the Borrower and the Association of their respective obligations under the Development Credit Agreement and the accom- plishment of the purposes of the Credit. ARTICLE IV Other Covenants Section 4.01. (a) The Borrower shall maintain or cause Banque Centrale to maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices the operations, resources and expenditures, in respect of the Project Account. (b) The Borrower shall cause Banque Centrale: (i) to have the Project Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by in- dependent auditors acceptable to the Association; (ii) to furnish to the Association as soon as available, but in any case not later than four months after the end of each such year, (A) a certified -8- statement of the Project Account 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 Association shall have reasonably requested; and (iii) to furnish to the Association such other information concerning the Project Account and the audit thereof as the Association shall from time to time reasonably request. ARTICLE V Effective Date; Termination Section 5.01. The following event is specified as an addi- tional condition to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01 (b) of the General Conditions, ni ely that the Special Account shall have been opened as provided in Section 2.02 (b) of this Agreement. Section 5.02. The date 4\ 2191 is hereby specified for the purposes of Section 12.04 of the General Conditions. Section 5.03. The obligations of the Borrower under Sections 3.02 and 4.01 of this Agreement shall cease and determine on the date on which the Development Credit Agreement shall terminate or on a date five years after the date of this Agreement, whichever shall be the earlier. ARTICLE VI Representative of the Borrower; Addresses Section 6.01. The Minister responsible for Finance 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 de 1'Economie et des Finances Rue Charles Lafne Dakar Senegal -9- Cable address: Telex: MINIFINANCES 512 Dakar, Senegal TRESOR SG For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) 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. REPUBLIC OF SENEGAL By Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By By % Regional Vice President Western Africa - 10 - SCHEDULE 1 Withdrawal of the Proceeds of the Credit 1. All goods imported into Senegal may be financed out of the proceeds of the Credit, except for the following which may not be financed out of the proceeds of the Credit: Nomenclature of Brussels Chapter No. Sub-chapter No. Description 1 01.02B Live animals 01.03 01.04A 01.05 01.06A 2 All Meat and edible meat offals 3 All Fish, crustaceans and molluscs 4 All Dairy products; birds' eggs; natural honey; edible products of animal origin, not elsewhere specified or included 7 All Edible vegetables and certain roots and tubers 8 All Edible fruits and nuts; peal of melons or citrus fruits 9 All Coffee, tea, mate and spices 10 All Cereals - 11 - Nomenclature of Brussels Chapter No. Sub-chapter No. Description 11 All Products of the mill- ing industry; malt and starches; gluten; inulin 12 12.01A-B-C-D-H-I-J Oil seeds and oleagi- 12.02 nous fruit; miscella- 12.04 neous grains, seeds 12.06 and fruit; industrial 12.08 and medical plants; straw and fodder 13 13.03 Raw vegetable mate- rials of a kind suitable for use in dyeing or in tanning; lacs; gums, resins and other vegetable saps and extracts 15 15.01 Animal and vegetable 15.07 fats and oils and 15.13 their cleavage pro- duts; prepared edible fats; animal and vegetable waxes 16 All Preparations of meat, fish, crustaceans or molluscs 17 All Sugars and sugar confectionery 18 All Cocoa and cocoa preparations 19 All Preparations of cereals, flour or starch; pastrycooks' products - 12 - Nomenclature of Brussels Chapter No. Sub-chapter No. Description 20 All Preparations of vegetables, fruit or other parts of plants 21 All Miscellaneous edible preparations 22 All Beverages, spirits and vinegar 24 All Tobacco 27 27.09 Mineral fuels, mineral 27.10 oils and products of their distillation; bituminous substances; mineral waxes 31 31.01 Fertilizers 31.03 31.05 33 33.06 Essential oils and resinoids; perfumery, cosmetic or toilet preparations 36 All Explosives, pyrotech- nic products; matches; pyrophoric alloys; certain combustible preparations 37 All Photographic and cinematographic goods 39 39.07 Artificial resins and plastic materials, cellulose esters and ethers; articles thereof - 13 - Nomenclature of Brussels Chapter No. Sub-chapter No. Description 40 40.13 Rubber, synthetic rubber, factice, and articles thereof 42 All Articles of leather; saddlery and harness; travel goods, hand- bags and similar con- tainers; articles of animal gut (other than silk-worm gut) 43 All Furskins and artifi- cial fur; manufactures thereof 46 All Manufactures of straw, esparto and other plaiting materials; basketware and wicker- work 48 48.10 Paper and paperboard, 48.14 articles of paper 48.19 pulp, of paper or 48.21 B-C of paperboard 49 All Printed books, news- papers, pictures and other products of the printing industry; manuscripts, type- scripts and plans 58 58.01 Carpets, mats, matting 58.02 and tapestries; pile 58.03 and chenille fabrics; narrow fabrics; trim- mings; tulle and other net fabrics; lace; embroidery - 14 - Nomenclature of Brussels Chapter No. Sub-chapter No. Description 59 59.02 A Wadding and felt; twine, cordage, ropes and cables; special fabrics; impregnated and coated fabrics; textile articles of a kind suitable for industrial use 60 60.02 Knitted and crocheted 60.03 goods 60.04 60.05 61 All Articles of apparel and clothing accesso- ries of textile fabric, other than knitted or crocheted goods 62 All Other made up tex- tile articles 64 All Footwear, gaiters and the like; parts of such articles 65 All Headgear and parts thereof 66 All Umbrellas, sunshades, walking-sticks, whips, riding-crops and parts thereof 67 All Prepared feathers and down and articles made of feathers or of down; artificial flowers; articles of human hair - 15 - Nomenclature of Brussels Chapter No. Sub-chapter No. Description 70 70.13 Glass and glassware 70.19 71 All Pearls, precious and semi-precious stones, precious metals, rolled precious metals, and articles thereof; imitation jewelry 72 All Coin 73 73.36 Iron and steel and 73.38 articles thereof 74 74.17 Copper and articles 74.18 thereof 76 76.15 Aluminum and articles thereof 82 82.08 Tools, implements, cutlery, spoons and forks, of base metals; parts thereof 83 83.06 Miscellaneous articles 83.11 of base metals 83.14 84 84.12 Boilers, machinery 84.15 A-B and mechanical 84.17 A appliances; parts 84.25 A thereof 84.40 A-E 85 85.06 Electrical machinery 85.07 and equipment; parts 85.10 thereof 85.12 85.14 85.15 85.21 A - 16 - Nomenclature of Brussels Chapter No. Sub-chapter No. Description 87 87.02 A Vehicles, other than 87.08 railway or tramway 87.09 rolling-stock, and 87.13 parts thereof 87.14 A 88 All Aircraft and parts thereof; parachutes; catapults and similar aircraft launching gear; ground flying trainers 89 89.01 A-B Ships, boats and floating structures 90 90.07 Optical, photo- 90.08 graphic, cinemato- 90.09 graphic, measuring, checking, precision, medical and surgical instruments and apparatus; parts thereof 91 All Clocks and watches and parts thereof 92 All Musical instruments; sound recorders or reproducers; tele- vision image and sound recorders or reproducers; parts and accessories of such articles 93 All Arms and ammunition; parts thereof 94 94.01 Furniture and parts 94.03 thereof; bedding, 94.04 mattresses, mattress - 17 - Nomenclature of Brussels Chapter No. Sub-chapter No. Description supports, cushions and similar stuffed furnishings 95 All Articles and manu- factures of carving or moulding material 97 All Toys, games and sports requisites; parts thereof 98 All Miscellaneous manu- factured articles 99 All Works of art, col- lectors' pieces, and antiques - 18 - 2. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of: (a) expenditures for goods supplied from the territory of the Borrower; (b) payments made for expenditures prior to the date of this Agreement; (c) payments for taxes levied by, or in the territory of, the Borrower, on goods or on the importation, procurement or supply thereof; (d) expenditures for goods to be supplied under a contract which any national or international financing institution or any other agency shall have financed or agreed to finance; (e) expenditures for goods procured under invoices for less than $1,000 equivalent; and (f) any expenditures after the aggregate of the proceeds of the Credit withdrawn from the Credit Account and of the proceeds of the Loan withdrawn from the Loan Account shall have reached the amount of $40,000,000 equivalent, unless the Association shall be satisfied, after the exchange of views which shall take place pursuant to Section 3.06 (b) of this Agreement, with respect to the progress achieved by the Borrower in the carrying out of the Structural Adjustment Program, and in particular: (i) t,he applica- tion of the measures relating to import duties and export sub- sidies; and (ii) the overall size and financing of the medium- term investment program and the composition of the program for public investment. 3. If the Association shall have reasonably determined that the procurement of any item 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 Credit. - 19 - SCHEDULE 2 Description of the Project The Project consists of: Part A: The execution of the Structural Adjustment Program the main objectives of which are to achieve economic and financial stabili- zation within the first two years and sustainable economic growth during the last three years. The main features of the Structural Adjustment Program are: (a) the increase of public savings through sustained austere fiscal policies; (b) the limited and selective growth of investments; (c) the improvement of monetary policies including credit restrictions; (d) the improvement of the Borrower's balance of payments as a consequence of the above and through tariff adjustments aimed at limiting imports and export subsidies aimed at encouraging exports; (e) the improvement of foreign debt management so as to reduce the ratio of foreign debt to export earnings; (f) better resource alloca- tion through improved pricing policies, limited wage growth, reduction of subsidies (other than for exports) and decontrol of most domestic prices; (g) the improvement of parapublic sector performance through better financial control of parapublic enter- prises and the establishment of contrats-plans and ordres de mission between Government and each enterprise setting out objec- tives and responsibilities of both parties; and (h) the expansion of rural production and agricultural exports through reforms in the agricultural policies and institutions. Part B: (a) A program for the importation into Senegal of goods eligible under the terms of Schedule 1 to the Development Credit Agreement. (b) The execution of studies relating to: (i) the redistribution of activities of the Borower's Office national de Cooperation et d'Assistance pour le Developpement and the financial and operational structure of the Borrower's Societe nationale d'Approvisionnement du Monde rural; and - 20 - (ii) an assessment of the measures enacted in August 1980 with respect to import duties and export incentives, followed by a study of the future system for protecting domestic production and encouraging exports, including the Investment Code. - 21 - SCHEDULE 3 Procurement A. International Competitive Bidding 1. Except as provided in Part B hereof, goods 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 inter- national competitive bidding as described in Part A of the Guidelines. 2. For goods to be procured on the basis of international competitive bidding, in addition to the requirements of paragraph 1.2 of the Guidelines, the Borrower shall prepare and forward to the Association 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 documents relating thereto, a general procurement notice, in such form and detail and containing such information as the Association shall reasonably request; the Association 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 in question. The Borrower shall provide the necessary information to update such notice annually so long as any goods remain to be procured on the basis of international competitive bidding. 3. 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 the imported goods; and (ii) customs duties and other import taxes levied in connection with the importation, or the sales and similar taxes levied in connection with the sale or delivery, pursuant to the bid, of the goods shall not be taken into account in the evalua- tion of the bids. B. Other Procurement Procedures Contracts for goods imported for the public sector under a single contract estimated to cost less than the equivalent of $5,000,000 and for all goods imported for the private sector may be awarded through normal trade channels on the basis of normal - 22 - procurement procedures of the purchaser or importer of such goods in effect at the time of such purchase or import. C. Review of Procurement Decisions by the Association 1. Review of invitations to bid and of proposed awards and final contracts: With respect to all contracts procured in accordance with Part A hereof: (a) Before bids are invited, the Borrower shall furnish to the Association, for its comments, the text of the invitations to bid and the specifications and other bidding documents, together with a description of the advertising procedures to be followed for the bidding, and shall make such modifications in the said documents or procedures as the Association shall reasonably request. Any further modification to the bidding documents shall require the Association's concurrence before it is issued to the 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 Association of the name of the bidder to which it intends to award the contract and shall furnish to the Association, in sufficient time for its review, a detailed report on the evalua- tion and comparison of the bids received, together with the recommendations for award and such other information as the Association shall reasonably request. The Association 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 determination. (c) The terms and conditions of the contract shall not, without the Association's concurrence, materially differ from those on which bids were asked. (d) Two conformed copies of the contract shall be furnished to the Association promptly after its execution and prior to the submission to the Association of the first application for withdrawal of funds from the Credit Account in respect of such contract. 2. With respect to each contract not governed by the preceding paragraph, the Borrower shall furnish to the Association, promptly - 23 - after its execution and prior to the submission to the Association of the first application for withdrawal of funds from the Credit 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 Association shall reasonably request. The Association 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. 3. Before agreeing to any material modification or waiver of the terms and conditions of a contract, or granting an extension 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 15% of the original price, the Borrower shall inform the Association of the proposed modification, waiver, extension or change order and the reasons therefor. The Association, if it determines that the proposal would be inconsistent with the provisions of this Agreement, shall promptly inform the Borrower and state the reasons for its determination. INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Development Association. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Association thereunto the o,i6 day of 198 L. FOR SECRETARY