Haiti - Sixth Highway Project : Credit 1220 - Credit Agreement - Conformed

CREDIT NUMBER 1220 HA Development Credit Agreement (Sixth Highway Project) between REPUBLIC OF HAITI and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated / , 1982 CREDIT NUMBER 1220 HA DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated e 7 - , 1982, between the REPUBLIC OF HAITI (hereinafter called the Borrower) and the INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). 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 Agree- ments 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 have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Ministry" means the ministry of the Borrower respons- ible for public works; (b) "Maintenance Department" means the Service d'Entretien Permanent du Reseau Routier National, the National Permanent Road Maintenance Department of the Ministry; (c) "Transport Department" means the Service Autonome des Transports, the Autonomous Transport Department of the Ministry; (d) "Works Department" means the Service de Construction et de Supervision des Travaux, the Construction and Works Supervision Department of the Ministry; and (e) "Project Preparation Advance" means the project prepa- ration advance granted by the Association to the Borrower pursuant to an exchange of letters dated May 26, 1981 and August 21, 1981 between the Borrower and the Association. -2- 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 equi- valent to twelve million two hundred thousand Special Drawing Rights (SDR 12,200,000). Section 2.02. (a) The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of this Section and of Schedule 1 to this Agreeme(t, as such Schedule may be amended from time to time by agreement tietween 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 goods and services required for the Project and to be financed out of the proceeds of the Credit. (b) Promptly after the Effective Date, the Association shall, on behalf of the Borrower, withdraw from the Credit Account and pay to itself the amount required to repay the principal amount of the Project Preparation Advance withdrawn and outstand- ing as of such date and to pay all unpaid charges thereon. The unwithdrawn balance of the authorized amount of the Project Preparation Advance shall thereupon be cancelled. Section 2.03. (a) Except as the Association shall otherwise agree, procurement of the goods and civil works required for the Project and to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 3 to this Agree- ment. (b) Road maintenance equipment will be procured on the basis of lists and time schedules agreed between the Borrower and the Association. Section 2.04. The Closing Date shall be June 30, 1985 or sich later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. Sedtion 2.05. (a) The Borrower shTll pay to the Association a commitment charge at the rate of one,-half of one per cent (1/2 -3- of 1%) per annum on the principal amount of the Credit not with- drawn from time to time. The commitment charge shall accrue from a date sixty days after the date of this Agreement to the respective dates on which amounts shall be withdrawn by the Borrower from the Credit Account or shall be cancelled. (b) The commitment charge shall be paid: (i) at such places as the Association shall reasonably request; (ii) without restrictions of any kind imposed by, or in the territory of, the Borrower; and (iii) in the currency specified in this Agreement for the purposes of Section 4.02 of the General Conditions or in such other eligible currency or currencies as may from time to time be designated or selected pursuant to the provisions of that Section. Section 2.06. 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 2.07. Commitment charges and service charges shall be payable semiannually on January 15 and July 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Credit in semiannual installments payable on each January 15 and July 15 commencing July 15, 1992, and ending January 15, 2032, each installment to and including the installment payable on January 15, 2002, 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 2.09. The currency of the United States of America is hereby specified for the purposes of Section 4.02 of the General Conditions. ARTICLE III Execution of the Project Section 3.01. The Borrower shall carry out the Project through the Ministry with due diligence and efficiency and in conformity with appropriate administrative, financial, economic and engineering practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. -4- Section 3.02. In order to assist the Borrower in the detailed engineering, the supervision of construction and the carrying out of the studies included in the Project, the Borrower shall employ consultants whose selection, qualifications, experience and terms and conditions of employment shall be satisfactory to the Associa- tion in accordance with the principles and procedures described in the "Guidelines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981. 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 Credit 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. (b) The Borrower shall cause all goods and services financed out of the proceeds of the Credit to be used exclusively for the purposes of the Project. Section 3.04. (a) The Borrower shall furnish to the Associa- tion, promptly upon their preparation, the plans, specifications, reports, contract documents and work and procurement schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Association shall reasonably request. (b) The Borrower: (i) shall maintain records and procedures adequate to record and monitor the progress of the Project (including its cost and the benefits to be derived from it), to identify the goods and services financed out of the proceeds of the Credit, and to disclose their use in the Project; (ii) shall enable the Association's representatives to visit the facilities and construction sites included in the Project and to examine the goods financed out of the proceeds of the Credit and any relevant records and documents; and (iii) shall furnish to the Association at regular intervals all such information as the Association shall reasonably request concerning the Project, its cost and, where appropriate, the benefits to be derived from it, the expenditure of the proceeds of the Credit and the goods and services financed out of such proceeds. -5- (c) Upon the award by the Borrower of any contract for goods, works or services to be financed out of the proceeds of the Credit, the Association may publish a description thereof, the name and nationality of the party to whom the contract was awarded and the contract price. (d) Promptly after completion of the Project, but in any event not later than six months after the Closing Date 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 and initial operation of the Project, its cost and the benefits derived and to be derived from it, the performance by the Borrower and the Association of their respective obligations under the Development Credit Agreement and the accomplishment of the purposes of the Credit. Section 3.05. The Borrower shall ensure that the departments of the Ministry responsible for carrying out parts of the Project conduct such operations pursuant to lists of designs and works and a schedule of execution satisfactory to the Association and monitor the carrying out of such operations; the Borrower shall exchange views thereon annually with the Association. Section 3.06. In order to ensure the adequacy of the road- maintenance operations of the Maintenance Department, the Borrower shall: (a) make available to the Maintenance Department promptly as needed such funds as shall be required for carrying out its work program in accordance with a schedule satisfactory to the Associa- tion; (b) ensure that the Maintenance Department's equipment be used only for works of maintenance or rehabilitation; (c) cause the availability and utilization of the equipment fleet of the Maintenance Department and the percentage of the total road network to be maintained in each year to be monitored at all times and reassessed annually; (d) use its best efforts to obtain and maintain such tech- nical assistance as shall be necessary to ensure the sound and efficient management of the Maintenance Department; and -6- (e) exchange views at least once each year with the Associa- tion on the Borrower's compliance with the foregoing obligations and on the Maintenance Department's management of its equipment, including its planning of renewals, overhauls and scrappings. Section 3.07. The Borrower shall furnish to the Association quarterly reports on the status and progress of the program of control of weights and dimensions of vehicles included in Part B of the Project. Section 3.08. The Borrower shall exchange views periodically with the Association on the staffing of and coordination among the various administrative units of the Ministry charged with carrying out any part of the Project. ARTICLE IV Other Covenants Section 4.01. (a) The Borrower shall cause the Ministry to maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices the operations and financial condition, in respect of the Project, of the Maintenance Department, the Transport Department and the Works Department. (b) The Borrower shall cause such Departments to: (i) have the accounts and financial statemer-) related to the Project audited for each fiscal year in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association; (ii) 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) certified copies of such financial statements for such year as so audited and (B) the reports of such audits by said auditors, of such scope and in such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning such accounts and financial statements and the audits thereof as the Association shall from time to time reasonably request. Section 4.02. For the purpose of developing consistent stand- ards and methods of execution, the Borrower shall exchange views annually with the Association on measures to ensure adequate coordination among units charged with planning or carrying out construction of feeder roads. -7- Section 4.03. The Borrower shall, beginning in 1982, increase the tax on diesel fuel so as to eliminate the difference between such tax and the tax on gasoline by the end of 1983. Section 4.04. The Borrower shall take all steps necessary to ensure the enforcement of its regulations concerning axle load limits and vehicle dimensions and shall not modify, suspend or grant exemptions to any such regulations without a prior exchange of views with the Association. Section 4.05. The Borrower shall cause the Transport Depart- ment to conduct its operations according to a program of work satisfactory to the Association. 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, namely, that a system of sanctions for axle load violations providing for fines which are proportional to the extent of the violation has been adopted as a part of the program of control included in Part B of the Project. Section 5.02. The date f) I is hereby specified for the purposes of Section 12.04 of the General Condi- tions. Section 5.03. The obligations of the Borrower under Article IV of this Agreement shall cease and determine on the date on which the Development Credit Agreement shall terminate or on a date fifteen years after the date of this Agreement, whichever shall be the earlier. ARTICLE VI Representatives of the Borrower; Addresses Section 6.01. The Secretary of State responsible for finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. -8- Section 6.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Secr6tairerie d'Etat des Finances et des Affaires Economiques Palais des Ministeres Port-au-Prince Haiti Cable address: Telex: SECRETAIRERIE D'ETAT 2030347 DES FINANCES ET DES AFFAIRES ECONOMIQUES Port-au-Prince, Haiti 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) 64145 (WUI) 89650 (WUD) or 197688 (TRT) -9- 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 HAITI By Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By Regional Vice President Lati erica and the Caribbean -10- SCHEDULE 1 Withdrawal of the Proceeds of the Credit 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Credit, the allocation of the amounts of the Credit to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Credit Allocated % of (Expressed in Expenditures Category SDR Equivalent) to be Financed (1) Imported equip- 3,840,000 100% of foreign ment, spare parts expenditures and tools and 94% of local expendi- tures for retail pur- chase price (representing the foreign exchange com- ponent) (2) Civil works 6,100,000 70% (3) Consultants' and 100% of foreign experts' services: expenditures (a) Supervision 520,000 (b) Studies and 90,000 audits (4) Refunding of Project 260,000 Amount due Preparation Advance under Section 2.02 (b) (5) Unallocated 1,390,000 TOTAL 12,200,000 - 11 - 2. If the amount allocated under Category 4 is excessive or insufficient for the purposes of Section 2.02 (b), the necessary adjustment shall be made by reallocation to or from Category 5. 3. For the purposes of this Schedule: (a) the term "foreign expenditures"' 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; and (b) the term "local expenditures" means expenditures in the currency of the Borrower or for goods or services supplied from the territory of the Borrower. 4. The disbursement percentages have been calculated in com- pliance with the policy of the Association that no proceeds of the Credit 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 importation, 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 Credit decreases or increases, the Association 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 Association. 5. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of (i) payments made for expenditures prior to the date of this Agreement, (ii) Category (2) above, until consultants for the supervision of civil works have 'been hired pursuant to Section 3.02 of this Agreement, or (iii) for highway maintenance equipment for the years 1983 and 1984 until the Borrower and the Association shall have agreed on a revised list of such equipment on the basis of the results of the study comprising Part E (1) of the Project. 6. Notwithstanding the allocation of an amount of the Credit or the disbursement percentages set forth in the table in para- graph 1 above, if the Association has reasonably estimated that the amount of the Credit then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Association may, by notice to *the Borrower: (i) reallocate to such Category, to the extent - 12 - required to meet the estimated shortfall, proceeds of the Credit which are then allocated to another Category and which in the opinion of the Association are not needed to meet other expendi- tures: and (ii) if such reallocation cannot fully meet the estimated shortfall, 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. 7. If the Association shall have reasonably determined that the procurement 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 Credit and the Association may, without in any way restric- ting or limiting any other right, power or remedy of the Associa- tion under the Development Credit Agreement, by notice to the Borrower, cancel such amount of the Credit as, in the Associa- tion's reasonable opinion, represents the amount of such expendi- tures which would otherwise have been eligible for financing out of the proceeds of the Credit. - 13 - SCHEDULE 2 Description of the Project The Project is designed to foster the execution of high- priority road and bridge construction, maintenance, rehabilita- tion and strengthening, prepared under ongoing projects and to continue the Borrower's long-term program of institution-building in the subsector. The Project includes the following: Part A: Rbutine and periodic road maintenance and rehabilitation of roads by the Maintenance Department pursuant to the 1982-1986 Five-Year Maintenance Program and procurement of equipment for the purpose; Part B: Carrying out a program of control of weights and dimensions of vehicles, including the procurement and operation of weighing equipment and the diligent enforcement of laws and regulations governing such control; Part C: Construction or rehabilitation of 57 bridges and of drainage structures; construction of new access road sections; Part D: Rehabilitation and strengthening of about 100 km of the Northern Road; and Part E: Conducting studies of (1) maintenance technology and (2) the domestic construction industry. The Project is expected to be completed by December 31, 1984. - 14 SCHEDULE 3 Procurement A. International Competitive Bidding 1. Except as provided in Part B hereof, goods and civil works shall be procured under contracts awarded in accordance with procedures consistent with those set forth in the current edition of 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, 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 or prequalification documents relating thereto, as the case may be, 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 and works in question. The Borrower 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 compe- titive bidding. 3. (a) Bidders for the construction of new roads and for the works included in Part C of the Project shall be prequalified as described in paragraph 1.3 of Part A of the Guidelines. (b) Contracts for the construction of bridges and drainage structures will be grouped for bidding purposes in lots of from $500,000 to $1,000,000; all road strengthening and rehabilitation works will be done under a single contract. 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 the imported goods, or the ex-factory price or off-the-shelf price of other goods, offered in such bid; (ii) customs duties and other import - 15 - 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 evaluation of the bids; and (iii) the cost of inland freight and other expenditures incidental to the delivery of the goods to the place of their use or installation shall be included. B. Other Procurement Procedures 1. Contracts for civil works and for purchases of equipment, spare parts or tools which, after grouping according to the Guidelines are estimated to cost under $50,000 may be awarded following local advertising in accordance with the regulations of the Maintenance Department. 2. In cases where equipment is to be purchased under the Project as a relatively small addition to a number of existing similar units, the Borrower may, if the Association shall agree, and for the purpose of standardization, procure such equipment on the basis of quotations from established suppliers. 3. Contracts for the purchase of spare parts of specific makes for existing equipment may be purchased directly from established dealers. C. Review of Procurement Decisions by the Association 1. Review of prequalification. The Borrower shall, before qualification is invited, inform the Association in detail of the procedure to be followed, and shall introduce such modi- fications in said procedure as the Association shall reasonably request. The list of prequalified bidders, together with a state- ment of their qualifications and of the reasons for the exclusion of any applicant for prequalification shall be furnished by the Borrower to the Association for its comments before the applicants are notified of the Borrower's decision, and the Borrower shall make such additions to, deletions from, or modifications in, the said list as the Association shall reasonably request. 2. Review of invitations to bid and of proposed awards and final contracts: With respect to all contracts: - 16 - (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 or prequalification was invited. (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. 3. With respect to each contract not governed by the preceding paragraph 2, the Borrower shall furnish 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, two conformed copies of such contract, together with the analysis of the respec- tive 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. - 17 - 4. 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 <7 L day of A &F, 198 o. FOR SECRETARY