Liberia - Monrovia Urban Development Project : Credit 1223 - Project Agreement - Conformed

CREDIT NUMBER 1223 LBR Project Agreement (Monrovia Urban Development Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and MONROVIA CITY CORPORATION Dated ~ (~ /,1982 CREDIT NUMBER 1223 LBR PROJECT AGREEMENT AGREEMENT, dated * , 1982, between INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association) and MONROVIA CITY CORPORATION (hereinafter called MCC). WHEREAS by the Development Credit Agreement of even date herewith between the Republic of Liberia (hereinafter called the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equiva- lent to eight million nine hundred thousand Special Drawing Rights (SDR 8,900,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that MCC agree to undertake such obligations toward the Association as are hereinafter set forth; and WHEREAS by a subsidiary loan agreement to be entered into between the Borrower and MCC, part of the proceeds of the credit provided for under the Development Credit Agreement will be made available to MCC on the terms and conditions therein set forth; and WHEREAS MCC, in consideration of the Association's entering into the Development Credit 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 Development Credit Agreement and in the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. MCC shall carry out Parts A.1, A.2, C.1 (b) and C.2 of the Project described in Schedule 2 to the Development -2- Credit Agreement with due diligence and efficiency and in con- formity with appropriate administrative, financial and engineering practices and shall provide, or cause to be provided, promptly as needed, the funds, staff, facilities, services and other resources required for the purpose. Section 2.02. (a) MCC shall maintain its Development Projects Department (DPD) for purposes of the execution and operation of the Parts of the Project for which MCC is responsible with such powers and responsibilities as shall be required for the purpose, including responsibility for matters related to personnel and equipment , inventory; such department to be provided with such funds, facilities, services and other resources as shall be required for the purpose. (b) MCC shall: (i) not later than June 1, 1982, employ a training officer, an office manager, a building design engineer, a draftsman, an accounts officer, a procurement officer and two community workers; (ii) not later than October 1, 1982, employ an assistant training officer, an accounts officer and a construction engineer; and (iii) until the completion of Parts A.1, A.2, C.1 (b) and C.2 of the Project, consult with the Association on any proposed appointment to the position of Director of DPD or Chief of one of DPD's divisions sufficiently in advance of any such appointment in order to afford the Association an adequate opportunity to comment on the qualifications and experience of the person concerned, and shall make any such appointment only after due consideration of the Association's views thereon. Section 2.03. In order to assist MCC in the carrying out of Parts A.1, A.2, C.1 (b) and C.2 of the Project, MCC shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. Section 2.04. MCC shall, not later than six months after completion of the study on municipal management included in Part C.2 of the Project, review with the Association the recommenda- tions of such study and any proposed action resulting therefrom. Section 2.05. Except as the Association shall otherwise agree, procurement of the goods and civil works to be financed out of the proceeds of the Credit, shall be governed by the provisions of the Schedule to this Agreement. -3- Section 2.06. (a) MCC undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Credit relent 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 MCC to replace or repair such goods. (b) Except as the Association may otherwise agree, MCC shall cause all goods and services financed out of the proceeds of the Credit relent to it by the Borrower to be used exclusively for Parts A.1, A.2, C.1 (b) and C.2 of the Project. Section 2.07. (a) MCC shall furnish to the Association, promptly upon their preparation, the plans, specifications, reports, contract documents and construction work, and procurement schedules for Part A.1 of the Project, and any material modi- fications thereof or additions thereto, in such detail as the Association shall reasonably request. (b) MCC: (i) shall maintain records and procedures adequate to record and monitor the progress of Parts A.1, A.2, C.1 (b) and C.2 of the Project (including their cost and the benefits to be derived from them), to identify the goods and services financed out of the proceeds of the Credit relent to it by the Borrower, and to disclose their use in the Project; (ii) shall enable the Association's accredited representatives to visit the facilities and construction sites included in Part A.1 of the Project and to examine the goods financed out of the proceeds of the Credit so relent to it 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 Parts A.1, A.2, C.1 (b) and C.2 of the Project, their cost and, where appropriate, the benefits to be derived from them, the expenditures of such proceeds and the goods and services financed out of such proceeds. (c) Upon the award by MCC of any contract for goods, works or services to be financed out of the proceeds of the Credit relent to it by the Borrower, 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 -4- later date as may be agreed for this purpose between MCC and the Association, MCC 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 Associa- tion of their respective obligations under the Development Credit Agreement, the performance by the Association and of their respective obligations under the Project Agreement, and the accomplishment of the purposes of the Credit. (e) MCC shall enable the Association's representatives to examind all plants, installations, sites, works, buildings, property and equipment of MCC and any relevant records and documents. Section 2.08. MCC shall duly perform all its obligations under the MCC Subsidiary Loan Agreement. Except as the Association shall otherwise agree, MCC shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the MCC Subsidiary Loan Agreement or any provision thereof. Section 2.09. (a) MCC shall, at the request of the Associa- tion, exchange views with the Association with regard to the progress of Parts A.1, A.2, C.1 (b) and C.2 of the Project, the performance of its obligations under this Agreement and under the MCC Subsidiary Loan Agreement, and other matters relating to the purposes of the Credit. (b) MCC shall promptly inform the Association of any condition which interferes or threatens to interfere with the progress of Parts A.1, A.2, C.1 (b) and C.2 of the Project, the accomplishment of the purposes of the Credit, or the performance by MCC of its obligations under this Agreement and under the MCC Subsidiary Loan Agreement. ARTICLE III Other Covenants Section 3.01. (a) MCC shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. -5- (b) In addition MCC shall: (i) maintain separate accounts adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations, resources and expenditures in respect of Parts A.1, A.2, C.1 (b) and C.2 of the Project, including separate accounts reflecting all expenditures on account of which withdrawals are requested from the Credit Account on the basis of certificates of expenditures; and (ii) for purposes of the Association's review and the audit referred to in Section 3.02 of this Agree- ment, to retain, until at least one year after the Closing Date, all records, (orders, invoices, bills, receipts and other documents) evidencing the expenditures on account of which withdrawals are requested from the Credit Account on the basis of certificates of expenditures and shall enable the Association's accredited representatives to examine such records. Section 3.02. (a) MCC shall: (i) have its accounts, including the accounts referred to in Section 3.01 (b) of this Agreement, for each fiscal year audited, 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 six months after the end of each such year, (A) certified copies of such accounts 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, including, without limitation to the foregoing, a separate opinion by said auditors in respect of the expenditures and records referred to in Section 3.01 (b) of this Agreement as to whether the proceeds of the Credit withdrawn from the Credit Account on the basis of certificates of expendi- ture have been used Lo make payments for goods received, or works or services performed, and that such goods, works and services were eligible for financing under this Agreement and were used in the carrying out of the Project; and (iii) furnish to the Association such other information concerning such accounts and the audit thereof as the Association shall from time to time reasonably request. -6- (b) MCC shall, not later than July 1, 1982, furnish to the Association a statement, in form satisfactory to the Association, of its accounts on December 31, 1981. Section 3.03. MCC shall take such action as shall be required to improve each year the level of collection of municipal real estate taxes in respect of the level of collection reached in the preceding year. MCC shall, until the Closing Date, afford the Association the opportunity to comment on any proposed action regarding the foregoing, and the target levels of collection of such taxes proposed for each year by MCC shall be satisfactory to the Association. Section 3.04. (a) MCC shall staff and operate the facilities included in Part A.1 of the Project in accordance with appropriate policies and practices and with due regard to ecomony. (b) MCC shall cause such facilities to be adequately inspected and maintained, cause all necessary repairs and renewals thereof to be made in accordance with sound administrative and technical standards, and provide, promptly as needed, the funds, facilities and services and other resources required for the purpose. ARTICLE IV Effective Date; Termination; Cancellation and Suspension Section 4.01. This Agreement shall come into force and effect on the date upon which the Development Credit Agreement becomes effective. Section 4.02. (a) This Agreement and all obligations of the Association-and of MCC thereunder shall terminate on the earlier of the following two dates: (i) the date on which the Development Credit Agreement shall terminate in accordance with its terms; or (ii) a date 20 years after the date of this Agreement. (b) If the Development Credit Agreement terminates in accordance with its terms before the date specified in paragraph (a) (ii) of this Section, the Association shall promptly notify MCC of this event. -7- Section 4.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under the General Conditions. ARTICLE V Miscellaneous Provisions Section 5.01. 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 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 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) For MCC: Monrovia City Corporation Monrovia Liberia With copies to: Minister of Local Government Ministry of Local Government P.O. Box 9008 Monrovia, Liberia -8- Minister of Finance Ministry of Finance Monrovia, Liberia Section 5.02. Any action required or permitted to be taken, and any document required or permitted to be executed, under this Agreement on behalf of MCC may be taken or executed by the Mayor or such other person or persons as the Mayor shall designate in writing, and MCC shall furnish to the Association sufficient evidence of the authority and the authenticated specimen signature of each such person. Section 5.03. This Agreement may be executed in several counterparts, each of which shall be an original, and all col- lectively 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 DEVELOPMENT ASSOCIATION By Regional Vice President Western Africa MONROVIA CITY CORPORATION By Authorize Representative -9- SCHEDULE Procurement A. International Competitive Bidding 1. Except as provided in Part C hereof, goods and civil works 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, current edition (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, MCC 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 publica- tion of such notice in order to provide timely notification to prospective bidders of the opportunity to bid for the goods and works in question. MCC 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. 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; 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 evaluation of the bids. 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 Liberia may be granted a margin of preference in accordance with, and subject to, the following provisions: - 10 - 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 Liberia if the bidder shall have established to the satisfaction of MCC and the Association that the manufacturing cost of such goods includes a value added in Liberia 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. In order to determine the lowest evaluated bid of each group, all evaluated bids in each group shall first be compared among themselves, without taking into account customs duties and other import taxes levied in connection with the importation, and sales and similar taxes levied in connection with the sale or delivery, pursuant to the bids, of the goods. Such lowest eval- uated 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. - 11 - C. Other Procurement Procedures Contracts for aerial photography and mapping, and contracts for goods or services, other than aerial photography and mapping, costing less than $250,000 equivalent may be procured in accord- ance with local procurement procedures satisfactory to the Association; provided, however, that the aggregate cost of goods and services so procured shall not exceed S2,000,000 equivalent. D. 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 estimated to cost the equiva- lent of $100,000 or more: (a) Before bids are invited, MCC 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 Associacion's concurrence before it is issued to the prospective bidders. (b) After bids have been received and evaluated, MCC 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, and such other informa- tion as the Association shall reasonably request. The Association shall, if it determines that the intended award would be incon- sistent with the Guidelines or this Schedule, promptly inform MCC 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 invited. (d) Two conformed copies of the contract shall be furnished to the Association promptly after its execution and prior to - 12 - delivery to the Association of the first application for with- drawal of funds from the Credit Account in respect of such contract. 2. With respect to each contract not governed by the preceding paragraph, MCC shall. furnish to the Association, promptly after its execution and prior to delivery 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 con- tract, together with the analysis of the respective bids, recom- mendations 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 Guide- lines or this Schedule, promptly inform MCC 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 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, by itself or together with any previous modifications, waivers, extensions or change orders, would increase the cost of the contract by more than 5% of the original price, MCC shall inform the Association of the proposed modifica- tion, 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 MCC 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 2/ Lday of 19 8 FOR SECRETARY