Conformed Copy - C2511 - Freetown Infrastructure Rehabilitation Project - SLRA Project Agreement

Page 1 CONFORMED COPY CREDIT NUMBER 2511 SL SLRA Project Agreement (Freetown Infrastructure Rehabilitation Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and SIERRA LEONE ROADS AUTHORITY Dated July 15, 1993 CREDIT NUMBER 2511 SL SLRA PROJECT AGREEMENT AGREEMENT, dated July 15, 1993, between INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association) and the SIERRA LEONE ROADS AUTHORITY (SLRA). WHEREAS by the Development Credit Agreement of even date herewith between the Republic of Sierra Leone (the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to eighteen million four hundred thousand Special Drawing Rights (SDR 18,400,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition that SLRA agrees to undertake such obligations toward the Association as are set forth in this Agreement; WHEREAS SLRA in consideration of the Association's entering into the Development Credit Agreement with the Borrower, has agreed to undertake the obligations set forth in this Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Page 2 Definitions Section 1.01. Unless the context otherwise requires, wherever used in this Agreement, the several terms defined in the Development Credit Agreement, the Preamble to this Agreement and in the General Conditions (as so defined) have the respective meanings therein set forth and the term "Leone" means currency of the Borrower. ARTICLE II Execution of the Project Section 2.01. (a) SLRA declares its commitment to the objectives of the Project as set forth in Schedule 2 to the Development Credit Agreement and, to this end, shall carry out, on behalf of the Freetown City Council (FCC), Part A (1) and (2) of the Project and Parts B, D and E of the Project and, on behalf of the Borrower's Department of Health and Social Services, Part A (3) of the Project, with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and public utility practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) SLRA shall establish and thereafter maintain, in a form and with functions and staffing satisfactory to the Borrower and the Association, a Project Management and Coordination Unit (PMCU). PMCU shall be responsible for the management and coordination of all activities included in Parts A, B, D and E of the Project. PMCU shall be headed by a Project Manager and its staff shall include: (i) a local counterpart Assistant Project Manager to be employed no later than July 31, 1993, and (ii) an Engineer/Procurement Specialist and a Project Accountant both of whom shall be employed no later than June 30, 1993. The Project Manager shall report directly to the Director-General of SLRA who shall act at all times under the guidance of the Steering Committee to be established under paragraph (c) of this Section. (c) SLRA shall establish and thereafter maintain a Steering Committee (Steering Committee) in a form and with functions satisfactory to the Association. The Steering Committee shall have as Chairman a representative of FCC and its membership shall include representatives of GVWC, SLRA, the Department of Works, the Department of Health and Social Services and such other Departments as the Borrower, SLRA and FCC shall determine. Section 2.02. Except as the Association shall otherwise agree, procurement of the goods, works and consultants' services required for the Project and to be financed out of the proceeds of the Credit shall be governed by the provisions of the Schedule to this Agreement. Section 2.03. SLRA shall carry out the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisi- tion, respectively) in respect of the SLRA Project Agreement. Section 2.04. (a) SLRA shall, at the request of the Association, exchange views with the Association with regard to the progress of the Project, the performance of its obligations under this Agreement and other matters relating to the purposes of the Credit. (b) SLRA shall promptly inform the Association of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the purposes of the Credit, or the performance by SLRA of its obligations under this Agreement. ARTICLE III Page 3 Management and Operations of SLRA Section 3.01. SLRA shall carry on its operations and conduct its affairs in accordance with sound administrative, financial, engineering and public utility practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. Section 3.02. SLRA shall at all times operate and maintain its plant, machinery, equipment and other property, and from time to time, promptly as needed, make all necessary repairs and renewals thereof, all in accordance with sound engineering, financial and public utility practices. Section 3.03. SLRA shall take out and maintain with responsible insurers, or make other provision satisfactory to the Association for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section 3.04. SLRA shall, until completion of the Project, jointly with the Borrower, GVWC, FCC and the Association carry out in October of each year an annual review of the Project. The annual review shall, inter alia, assess: (i) the progress made in carrying out the various components of the Project; (ii) the work program and budgetary allocations proposed for the said components; (iii) compliance with financial, audit and other covenants under the Project; (iv) the carrying out of GVWC's metering program and its water tariff structure based on metered consumption; (v) status of the solid waste management component of the Project; (vi) performance under the Project of PMCU and FCC's Maintenance Unit; and (vii) corrective measures that need to be taken including changes, if any, in the scope and content of the Project. Section 3.05. SLRA shall furnish to the Association copies of all consultants reports and results of studies prepared under the Project and financed out of the proceeds of the Credit. ARTICLE IV Financial Covenants Section 4.01. (a) SLRA shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) SLRA shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the SLRA Special Account and the statements of expenditure 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 its financial statements for such year as so audited, and (B) the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning said records, accounts and financial statements as well as the audit thereof, as the Association shall from time to time reasonably request. ARTICLE V Effective Date; Termination; Page 4 Cancellation and Suspension Section 5.01. This Agreement shall come into force and effect on the date upon which the Development Credit Agreement becomes effective. Section 5.02. (a) This Agreement and all obligations of the Association and of SLRA 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) the 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 SLRA of this event. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under the 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 the parties contemplated by this Agreement shall be in writing. Such notice or request shall be deemed to have been duly given or made when it shall be delivered by hand or by mail, telegram, cable, telex or radiogram to the party to which it is required or permitted to be given or made at such party's address hereinafter specified or at such other address as such party shall have designated by notice to the party giving such notice or making such request. The addresses so specified are: For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 197688 (TRT), Washington, D.C. 248423 (RCA), 64145 (WUI) or 82987 (FTCC) For SLRA: Sierra Leone Roads Authority P.M.B. 1324 Freetown Sierra Leone Telex: 3210 BOOTH SL Telefax: 250609 Section 6.02. Any action required or permitted to be taken, and any document required or permitted to be executed, under this Page 5 Agreement on behalf of SLRA or by SLRA on behalf of the Borrower under the Development Credit Agreement, may be taken or executed by SLRA's Director-General or such other person or persons as SLRA shall designate in writing, and SLRA shall furnish to the Association sufficient evidence of the authority and the authenticated specimen signature of each such person. Section 6.03. This Agreement may be executed in several counterparts, each of which shall be an original, and all collectively but one instrument. IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, 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 /s/ Edward V.K. Jaycox Regional Vice President Africa SIERRA LEONE ROADS AUTHORITY By /s/ T.K. Kargbo Authorized Representative SCHEDULE Procurement and Consultants' Services Section I: Procurement of Goods and Works Part A: International Competitive Bidding 1. Except as provided in Part B hereof, goods and works shall be procured under contracts awarded in accordance with procedures consistent with those set forth in Sections I and II of the "Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in May 1992 (the Guidelines). 2. For fixed price contracts, the invitation to bid referred to in paragraph 2.13 of the Guidelines shall provide that, when contract award is delayed beyond the original bid validity period, the successful bidder's bid price will be increased for each week of delay by two predisclosed correction factors acceptable to the Association, one to be applied to all foreign currency components and the other to the local currency component of the bid price. Such an increase shall not be taken into account in the bid evaluation. 3. In the procurement of goods and works in accordance with this Part A, SLRA shall use the relevant standard bidding documents issued by the Bank, with such modifications thereto as the Association shall have agreed to be necessary for purposes of the Project. Where no relevant standard bidding documents have been issued by the Bank, SLRA shall use bidding documents based on other internationally recognized standard forms agreed with the Association. 4. Goods to be procured through international competitive bidding, shall be exempted from pre-shipment price inspection by a third party. Part B: Other Procurement Procedures 1. Works estimated to cost $500,000 equivalent or less per Page 6 contract (up to an aggregate amount not to exceed $2,900,000 equivalent) may be procured under contracts awarded on the basis of competitive bidding, advertised locally, in accordance with procedures satisfactory to the Association. 2. Goods estimated to cost less than $80,000 equivalent per contract and fire fighting equipment (up to an aggregate amount not to exceed $800,000 equivalent) may be procured under contracts awarded on the basis of comparison of price quotations obtained from at least three suppliers eligible under the Guidelines, in accordance with procedures acceptable to the Association. 3. The following items (in an aggregate amount not to exceed $300,000 equivalent) may be purchased by direct contracting from original suppliers or sources in accordance with paragraph 3.5 (b) and (c) of the Guidelines, namely: (i) skip trucks and accessories of a proprietary nature obtainable from one source; and (ii) additional equipment compatible with existing equipment and spare parts available from a sole source. Part C: Review by the Association of Procurement Decisions 1. Review of invitations to bid and of proposed awards and final contracts: (a) With respect to each contract estimated to cost the equivalent of $300,000 or more, the procedures set forth in paragraphs 2 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contract are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of the contract required to be furnished to the Association pursuant to paragraph 2 (d) of said Appendix shall be furnished to the Association prior to the making of the first payment out of the Special Account in respect of such contract. (b) With respect to each contract not governed by the pre- ceding paragraph, the procedures set forth in paragraphs 3 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contract are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of the contract together with the other information required to be furnished to the Association pursuant to paragraph 3 of said Appendix shall be furnished to the Association as part of the evidence to be furnished pursuant to paragraph 4 of Schedule 3 to the Development Credit Agreement. (c) The provisions of the preceding subparagraph (b) shall not apply to contracts on account of which withdrawals from the Credit Account are to be made on the basis of statements of expenditure. 3. The figure of 10% is hereby specified for purposes of para- graph 4 of Appendix 1 to the Guidelines. Section II: Employment of Consultants 1. In order to assist SLRA in carrying out the Project, SLRA shall employ consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. Such consultants shall be selected in accordance with principles and procedures satisfactory to the Association on the basis of 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 (the Consultants Guidelines). 2. For complex, time-based assignments, SLRA shall employ such consultants under contracts using the standard form of contract for consultants' services issued by the Bank, with such modifications as shall have been agreed by the Association. Where no relevant standard contract documents have been issued by the Bank, SLRA shall use other standard forms agreed with the Association. Page 7 3. Notwithstanding the provisions of paragraph 1 of this Section the provision of the Consultants Guidelines requiring prior review or approval by the Association of budgets, short lists, selection procedures, letters of invitation, proposals, evaluation reports and contracts shall not apply to contracts estimated to cost less than $100,000 equivalent each. However, this exception to such prior review or approval requirements shall not apply to the terms of reference for such contracts nor to the employment of individuals, to single-source hiring of firms, to assignments of a critical nature as reasonably determined by the Association and to amendments of contracts raising the contract value to $100,000 equivalent or above.