Ghana - Fisheries Project : Credit 0163 - Credit Agreement - Conformed

CONFORMED COPY CREDIT NUMBER 163 GH Development Credit Agreement (Fisheries Project) BETWEEN REPUBLIC OF GHANA AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED SEPTEMBER 25, 1969 CONFORMED COPY CREDIT NUMBER 163 GH Development Credit Agreement (Fisheries Project) BETWEEN REPUBLIC OF GHANA AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED SEPTEMBER 25, 1969 BrorIopmut Tugbit Agru~mut AGREEMENT, dated September 25, 1969, between RE- PUBLIC OF GHANA (hereinafter called the Borrower) and INTERNATIONAL DEVELOPMENT AssoCIATION (hereinafter called the Association). ARTICLE I General Conditions; Definitions SECTION 1.01. The parties to this Development Credit Agreement accept all the provisions of the General Condi- tions Applicable to Development Credit Agreements of the Association, dated January 31, 1969, with the same force and effect as if they were fully set forth herein, subject, however, to the following modification thereof (said Gen- eral Conditions Applicable to Development Credit Agree- ments of the Association, as so modified, being hereinafter called the General Conditions) : The words "or the Project Agreement" are added after the words "the Development Credit Agreement" in Sec- tion 8.02. SECTION 1.02. Wherever used in this Development Credit Agreement, unless the context otherwise requires, the sev- eral terms defined in the General Conditions have the respec- tive meanings therein set forth, and the following additional terms have the following meanings: (a) " GIHOC " means the Ghana Industrial Holding Cor- poration, established under the GIHOC Decree. (b) "GIHOC Decree" means the Ghana Industrial Hold- ing Corporation Decree, 1967 (N.L.C.D. 207), dated Sep- tember 16, 1967, as amended by the Ghana Industrial Hold- ing Corporation (Amendment) Decree, 1968 (N.L.C.D. 254). 4 (c) The "Division" means the Boatyards Division of GIHOC. (d) "ADBI" means the Agricultural Development Bank of Ghana, established by the Agricultural Development Bank Act. (e) "Agricultural Development Bank Act" means the Agricultural Credit and Co-operative Bank Act, 1965 (Act 286), as amended by the Agricultural Credit and Co- operative Bank Act, 1965 (Amendment) Decree, 1967 (N.C.L.D. 182), dated June 22, 1967. (f) "Project Agreement" means the agreement of even date herewith between the Association and GIHOC, as the same may be amended from time to time by agreement between the Association and GIHOC, with the approval of the Borrower. (g) "ADB Subsidiary Loan Agreement" means the agreement referred to in Section 4.03(a) of this Develop- ment Credit Agreement to be entered into between the Borrower and ADB, as the same may be amended from time to time by agreement between the Borrower and ADB, with the approval of the Association. (h) "GIHOC Subsidiary Loan Agreement" means the agreement referred to in Section 4.03(b) of this Develop- ment Credit Agreement to be entered into between the Borrower and GIHOC, as the same may be amended from time to time by agreement between the Borrower and GIHOC, with the approval of the A ssociation. (i) "Fishing vessels" means the vessels referred to in Part A of the Project, described in Schedule 2 to this Development Credit Agreement. (j) "GIHOC-ADB Agreement" means the agreement to be entered into between GIHOC and ADB whereunder the Division shall, inter alia, (1) on behalf of ADB, appraise the creditworthiness of prospective purchasers of the fishing vessels and undertake collection of loans made by ADB 5 to such purchasers, until such time as ADB shall, with the agreement of the Association and GIHOC, undertake for its own account the foregoing functions; and (2) carry out the procurement of goods and services required for Part A of the Project. ARTICLE II The Credit SECTION 2.01. The Association agrees to lend to the Bor- rower, on the terms and conditions in this Development Credit Agreement set forth or referred to, an amount in various currencies equivalent to one million three hundred thousand dollars ($1,300,000). SECTION 2.02. (a) The Association shall open a Credit Account on its books in the name of the Borrower and shall credit to such Account the amount of the Credit. (b) The amount of the Credit may be withdrawn from the Credit Account as provided in, and subject to the rights of cancellation and suspension set forth in, this Develop- ment Credit Agreement and in accordance with the alloca- tion of the proceeds of the Credit set forth in Schedule I to this Development Credit Agreement, as such allocation shall be modified from time to time pursuant to the provi- sions of such Schedule or by further agreement between the Borrower and the Association. SECTION 2.03. The Borrower shall be entitled to with- draw from the Credit Account such amounts as shall have been paid (or, if the Association shall so agree, shall be required to meet payments to be made) in respect of the reasonable cost of goods or services included in the alloca- tion of the proceeds of the Credit referred to in Section 2.02 of this Development Credit Agreement and to be financed under this Development Credit Agreement. SECTION 2.04. No withdrawals from the Credit Account shall be made on account of expenditures in the currency 6 of the Borrower, or for goods produced in, or services sup- plied from, the territories of the Borrower. SECTION 2.05. The currency of the United States of America is hereby specified for the purposes of Section 4.02 of the General Conditions. SECTION 2.06. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one per cent (%5. of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. SECTION 2.07. Service charges shall be payable semi- annually on June 15 and December 15 in each year. SECTION 2.08. The Borrower shall repay the principal amount of the Credit withdrawn from the Credit Account in semi-annual installments payable on each June 15 and December 15 commencing December 15, 1979 and ending June 15, 2019, each installment to and including the install- ment payable on June 15, 1989 to be one-half of one per cent (1/ of 1%) of such principal amount, and each install- ment thereafter to be one and one-half per cent (11/2%) of such principal amount. ARTICLE III Use of Proceeds of the Credit SECTION 3.01. The Borrower shall apply, or cause to be applied, the proceeds of the Credit in accordance with the provisions of this Development Credit Agreement to ex- penditures on the Project, described in Schedule 2 to this Development Credit Agreement. SECTION 3.02. Except as the Association shall otherwise agree, the goods and services to be financed out of the proceeds of the Credit shall be procured on the basis of international competitive bidding in accordance with the Guidelines for Procurement under World Bank Loans and 0 7 IDA Credits, published by the Bank in February 1968, and in accordance with such other procedures supplementary thereto as are set forth in Schedule 3 to this Development Credit Agreement. SECTION 3.03. Until the completion of the Project, the Borrower shall cause all goods and services financed out of the proceeds of the Credit to be used exclusively in carrying out the Project, except as the Association may otherwise agree. SECTION 3.04. Except as the Association shall otherwise agree, the Borrower shall cause all fishing vessels to be used, under the flag of the Borrower, primarily for the purposes of in-shore fishing. ARTICLE IV Particular Covenants SECTION 4.01. (a) The Borrower shall carry out, or cause to be carried out, the Project with due diligence and effi- ciency and in conformity with sound administrative, finan- cial, commercial and technical practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the purpose. (b) To assist the Borrower in carrying out Part C of the Project, the Borrower shall employ, or cause to be employed, competent and experienced consultants acceptable to, and upon terms and conditions satisfactory to, the Borrower and the Association. SECTION 4.02. The Borrower shall take all action which shall be necessary on its part to enable GIHOC to perform all its obligations under the Project Agreement and shall not take or permit any of its political subdivisions or agencies to take any action which would prevent or inter- fere with the performance of such obligations by GIHOC. 0 8 SECTION 4.03. (a) The Borrower shall relend to ADB, in the currency of the Borrower, the amount of the Credit withdrawn from time to time under Category I of the allocation of the proceeds of the Credit referred to in Section 2.02 of this Development Credit Agreement, on terms and conditions, and pursuant to a subsidiary loan agreement, satisfactory to the Association. (b) The Borrower shall relend to GIHOC, in the cur- rency of the Borrower, the amount of the Credit withdrawn from time to time under Categories II and III of the allo- cation of the proceeds of the Credit referred to in Section 2.02 of this Development Credit Agreement, on terms and conditions, and pursuant to a subsidiary loan agreement, satisfactory to the Association. (c) The Borrower shall exercise its rights under the ADB Subsidiary Loan Agreement and the GIHOC Sub- sidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association, and, except as the Association shall otherwise agree, the Borrower 0 shall not take or concur in any action which would have the effect of amending, assigning, abrogating or waiving any provision of the ADB Subsidiary Loan Agreement or the GIHOC Subsidiary Loan Agreement. SECTION 4.04. The Borrower shall maintain or cause to be maintained records adequate to identify the goods and services financed out of the proceeds of the Credit, to dis- close the use thereof in the Project and to record the prog- ress of the Project (including the cost thereof); shall enable the Association's representatives to inspect the Project, such goods and services and any relevant records,and docu- ments; and shall furnish or cause to be furnished to the Association all such information as the Association shall reasonably request concerning the Project and such goods and services. 9 SECTION 4.05. (a) The Borrower and the Association shall cooperate fully to assure that the purposes of the Credit will be accomplished. To that end, each of them shall furnish to the other all such information as shall be rea- sonably requested with regard to the general status of the Credit. On the part of the Borrower, such information shall include information with respect to financial and economic conditions in the territories of the Borrower and the inter- national balance of payments position of the Borrower. (b) The Borrower and the Association shall from time to time exchange views through their representatives with regard to matters relating to the purposes of the Credit and the maintenance of the service thereof. The Borrower shall promptly inform the Association of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Credit or the main- tenance of the service thereof. (c) The Borrower shall afford all reasonable opportunity for accredited representatives of the Association to visit any part of the territories of the Borrower for purposes related to the Credit. SECTION 4.06. The Borrower undertakes to insure or cause to be insured the imported goods to be financed out of the proceeds of the Credit against marine, transit and other hazards incident to 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, ADB or GIHOC to replace or repair such goods. SECTION 4.07. The Borrower shall cause adequate facili- ties to be established and maintained in suitable places for the servicing and maintenance of the fishing vessels. SECTION 4.08. The Borrower shall make and maintain, or cause to be made and maintained, such modifications in the 10 organization and operation of the fishing harbor at Tema as and when may be necessary to ensure the efficient accom- modation of the fishing vessels. Such modifications shall include, without limitation: (i) the provision of moorings in the fishing harbor, clear of the quay; and (ii) the adoption of measures to ensure that the quay is kept clear for vessels needing to land fish or take on supplies. SECTION 4.09. Promptly upon completion of the stud- ies constituting Part C(2) of the Project, the Borrower and the Association shall exchange views thereon and shall agree upon which port to carry out the studies constituting Part C(3) of the Project. SECTION 4.10. The principal of, and service charges on, the Credit shall be paid without deduction for, and free from, any taxes, and free from all restrictions, imposed under the laws of the Borrower or laws in effect in its territories. SECTION 4.11. This Development Credit Agreement, the Project Agreement, the ADB Subsidiary Loan Agreement and the GIHOC Subsidiary Loan Agreement shall be free from any taxes that shall be imposed under the laws of the Borrower or laws in effect in its territories on or in con- nection with the execution. delivery or registration thereof. ARTICLE V Remedies of the Association SECTION 5.01. If any event specified in Section 7.01 of the General Conditions or in Section 5.02 of this Development Credit Agreement shall occur and shall continue for the period, if any, therein set forth, then at any subsequent time during the continuance thereof, the Association, at its option, may by notice to the Borrower declare the principal 11 of the Credit then outstanding to be due and payable ime- diately together with the service charges thereon and upon any such declaration such principal, together with such charges, shall become due and payable inunediately, any- thing in this Development Credit Agreement to the contrary notwithstanding. SECTION 5.02. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified: (a) A default shall occur in the performance of any obli- gation of GIHOC under the Project Agreement, and such default shall continue for a period of sixty days after notice thereof shall have been given by the Association to the Borrower and GIHOC. (b) A default shall occur in the performance of any obli- gation of the Borrower or of ADB under the ADB Sub- sidiary Loan Agreement, and such default shall continue for a period of sixty days. (c) A default shall occur in the performance of any obli- gation of the Borrower or of GIHOC under the GIHOC Subsidiary Loan Agreement, and such default shall continue for a period of sixty days. (d) Before the Project Agreement shall have terminated in accordance with its terms, the GIHOC Decree shall have been amended, so as to affect materially and adversely the carrying out of the Project or the operations or financial condition of the Division and such event shall continue for a period of sixty days after notice thereof shall have been given by the Association to the Borrower. (e) Before the ADB Subsidiary Loan Agreement shall have terminated in accordance with its terms, the Agricul- tural Development Bank Act shall have been amended, so as to affect materially and adversely the carrying out of the Project or the operations or financial condition of ADB, and such event shall continue for a period of sixty days 12 after notice thereof shall have been given by the Associa- tion to the Borrower. SECTION 5.03. For the purposes of Section 6.02 of the General Conditions, the following additional events are specified: (a) An extraordinary situation shall have arisen which shall make it improbable that GIHOC will be able to per- form its obligations under the Project Agreement or the GIHOC Subsidiary Loan Agreement. (b) An extraordinary situation shall have arisen which shall make it improbable that ADB will be able to perform its obligations under the ADB Subsidiary Loan Agreement. ARTICLE VI Effective Date; Termination SECTION 6.01. The following events are specified as addi- tional conditions to the effectiveness of this Development Credit Agreement within the meaning of Section 10.01 (b) of the General Conditions: (a) The execution and delivery of the Project Agreement on behalf of GIHOC have been duly authorized or ratified by all necessary corporate and governmental action; (b) The Borrower and ADB have entered into the ADB Subsidiary Loan Agreement, in form satisfactory to the Association, and the ADB Subsidiary Loan Agreement has become fully effective and binding on the parties thereto in accordance with its terms, subject only to the effective- ness of this Development Credit Agreement; (c) The Borrower and GIHOC have entered into the GIHOC Subsidiary Loan Agreement, in form satisfactory to the Association, and the GIHOC Subsidiary Loan Agree- ment has become fully effective and binding on the parties thereto in accordance with its terms, subject only to the effectiveness of this Development Credit Agreement; 0 13 (d) GIHOC has made arrangements satisfactory to the Association to employ a naval architect and a production manager for the Division, as provided in Section 2.01 (b) of the Project Agreement; and (e) The execution and delivery of the GIHOC-ADB Agreement on behalf of GIHOC and ADB has been duly authorized or ratified by all necessary corporate and gov- ernmental action. SECTION 6.02. The following are specified as additional matters within the meaning of Section 10.02(b) of the General Conditions, to be included in the opinion or opinions to be furnished to the Association: (a) that the Project Agreement has been duly authorized or ratified by, and executed and delivered on behalf of, GIHOC and constitutes a valid and binding obligation of GIHOC in accordance with its terms; (b) that the ADB Subsidiary Loan Agreement has been duly authorized or ratified by, and executed and delivered on behalf of, the Borrower and ADB and constitutes a valid and binding obligation of the Borrower and ADB in accord- ance with its terms; (c) that the GIHOC Subsidiary Loan Agreement has been duly authorized or ratified by, and executed and deliv- ered on behalf of, the Borrower and GIHOC and constitutes a valid and binding obligation of the Borrower and GIHOC in accordance with its terms; and (d) that the GIHOC-ADB Agreement has been duly authorized or ratified by, and executed and delivered on behalf of, GIHOC and ADB, and constitutes a valid and binding obligation of GIHOC and ADB in accordance with its terms. SECTION 6.03. The date of January 1, 1970 is hereby spec- ified for the purposes of Section 10.04 of the General Conditions. 14 SECTION 6.04. The obligations of the Borrower under Sections 3.04, 4,04, 4.07 and 4.08 of this Development Credit Agreement shall terminate on the date on which this Devel- opment Credit Agreement shall terminate or on the date on which the ADB Subsidiary Loan Agreement shall termi- nate in accordance with its terms, whichever shall be the earlier. ARTICLE VII Miscellaneous SECTION 7.01. The Closing Date shall be December 31, 1972, or such other date as shall be agreed between the Borrower and the Association. SECTION 7.02. The Commissioner responsible for Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 9.03 of the General Conditions. SECTION 7.03. The following addresses are specified for the purposes of Section 9.01 of the General Conditions: For the Borrower: The Principal Secretary Ministry of Finance P.O. Box M40 Accra, Ghana Alternative address for cables: Prudence Accra For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America 15 Alternative address for cables: Indevas Washington, D.C. IN WITNESS WHEREOF, the parties hereto, acting through their iepresentatives thereunto duly authorized, have caused this Development Credit Agreement to be signed in their respective names and to be delivered in the District of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF GHANA By /s/ E. M. DEBRAH Authorized Representative INTERNATIONAL DEVELOPMENT AssOCIATION By /s/ J. BURKE KNAPP Vice President 16 SCHEDULE 1 Allocation of Proceeds of the Credit Amounts Expressed Category in Dollar Equivalent I. Materials, components, nets and gear for the fishing vessels 825,000 II. Spare parts and equipment for the Division 100,000 III. Staff for the Division 75,000 IV. Consultants' Services for Harbor Studies included in Part C of the Project 230,000 V. Unallocated 70,000 Total 1,300,000 Reallocation upon Change in Cost Estimates 1. If the estimate of the cost of the items included in any of the Categories I to IV shall decrease, the amount of the Credit then allocated to, and no longer required for, such Category will be reallocated by the Association to Category V. 2. If the estimate of the cost of the items included in any of the Categories I to IV shall increase, an amount equal to the portion, if any, of such increase to be financed out of the proceeds of the Credit will be allocated by the Association, at the request of the Borrower, to such Cate- gory from Category V, subject, however, to the require- ments for contingencies, as determined by the Associa- tion, in respect of the cost of the items in the other Categories. 17 SCHEDULE 2 The Project consists of the following: A. The design and construction of about 40 fishing ves- sels, having an. overall length of approximately 48 feet and a hold capacity of approximately 20 tons, fully equipped for purse seine operation. B. The provision of loans or other forms of credit to fishermen or fishing enterprises for the purchase of the fishing vessels. C. Studies for the improvement, expansion and develop- ment of fisheries in the territories of the Borrower, includ- ig: (1) Detailed engineering studies at the fishing port of Tema. (2) Comparative preliminary engineering studies at the fishing ports of Elmina and Mumford. (3) Detailed engineering studies at either the fishing port of Elmina or the fishing port of Mumford. D. The improvement of the operations and organization of the Division. The Project is expected to be completed by mid-1972. 18 SCHEDULE 3 Supplementary Procedures for Procurement of Goods Referred to in Section 3.02 of this Development Credit Agreement 1. With respect to contracts for procurement of goods estimated to cost in excess of $10,000 equivalent: (a) Invitations to bid, specifications, conditions of con- tract, all other tender documents and the method and places of advertising shall be submitted to the Association for its review and approval prior to the issuance of invitations to bid. (b) After bids have been received and analyzed, the analysis of the bids, and the proposals for awards, together with the reasons for such proposals, shall be submitted to the Association for its review and approval prior to the Borrower's making any award of contract or issuing any letter of intent. (c) If the final contract is to differ substantially from the terms and conditions contained in the respective docu- ments approved by the Association under paragraphs (a) and (b) above, the text of the proposed changes shall be submitted to the Association for its review and approval prior to the execution of such contract. (d) As soon as a letter of intent has been issued or a contract has been executed, a copy thereof shall be sent to the Association. 2. With respect to contracts for procurement of goods estimated to cost $10,000 equivalent or less, copies of all documents, including the invitation to bid, the tender docu- ments and the bid analysis and evaluation, shall be sent to the Association promptly after the execution of any such contract and prior to the submission to the Association of the first application for withdrawal of funds from the Credit Account in respect of any such contract. 19 3. The bidding process and the analysis, comparison and evaluation of bids shall be conducted by GIHOC and, in the case of goods to he financed out of the proceeds of the Credit allocated to Category I of the allocation of such proceeds set forth in Schedule 1 to the Development Credit Agreement, in accordance with the GIHOC-ADB Agree- ment.