and Sanitation in Tourist Areas Project)
BANK FOR RECONSTRUCTION
September 18, 2009
LOAN NUMBER 7680-DO
dated September 18, 2009, between DOMINICAN REPUBLIC (“Borrower”)
and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (“Bank”).
The Borrower and the Bank hereby agree as follows:
I — GENERAL CONDITIONS; DEFINITIONS
General Conditions (as defined in the Appendix to this Agreement)
constitute an integral part of this Agreement.
the context requires otherwise, the capitalized terms used in this
Agreement have the meanings ascribed to them in the General
Conditions or in the Appendix to this Agreement.
II — LOAN
Bank agrees to lend to the Borrower, on the terms and conditions set
forth or referred to in this Agreement, the amount of twenty seven
million five hundred thousand Dollars ($27,500,000), as such amount
may be converted from time to time through a Currency Conversion in
accordance with the provisions of Section 2.07 of this Agreement
(“Loan”), to assist in financing the project described in
Schedule 1 to this Agreement (“Project”).
Borrower may withdraw the proceeds of the Loan in accordance with
Section IV of Schedule 2 to this Agreement.
Front-end Fee payable by the Borrower shall be equal to one quarter
of one percent (0.25%) of the Loan amount.
interest payable by the Borrower for each Interest Period shall be
at a rate equal to LIBOR for the Loan Currency plus the Fixed
Spread, provided, that upon a Conversion of all or any portion of
the principal amount of the Loan, the interest payable by the
Borrower during the Conversion Period on such amount shall be
determined in accordance with the relevant provisions of Article IV
of the General Conditions. Notwithstanding the foregoing, if any
amount of the Withdrawn Loan Balance remains unpaid when due and
such non-payment continues for a period of thirty days, then the
interest payable by the Borrower shall instead be calculated as
provided in Section 3.02(d) of the General Conditions.
Payment Dates are May 15 and November 15 in each year.
principal amount of the Loan shall be repaid in accordance with the
provisions of Schedule 3 to this Agreement.
2.07. (a) The
Borrower may at any time request any of the following Conversions of
the terms of the Loan in order to facilitate prudent debt management:
(i) a change of the Loan Currency of all or any portion of the
principal amount of the Loan, withdrawn or unwithdrawn, to an
Approved Currency; (ii) a change of the interest rate basis
applicable to all or any portion of the principal amount of the Loan
from a Variable Rate to a Fixed Rate, or vice versa; and (iii) the
setting of limits on the Variable Rate applicable to all or any
portion of the principal amount of the Loan withdrawn and outstanding
by the establishment of an Interest Rate Cap or Interest Rate Collar
on the Variable Rate.
conversion requested pursuant to paragraph (a) of this Section that
is accepted by the Bank shall be considered a “Conversion”, as
defined in the General Conditions, and shall be effected in
accordance with the provisions of Article IV of the General
Conditions and of the Conversion Guidelines.
following the Execution Date for an Interest Rate Cap or Interest
Rate Collar for which the Borrower has requested that the premium be
paid out of the proceeds of the Loan, the Bank shall, on behalf of
the Borrower, withdraw from the Loan Account and pay to itself the
amounts required to pay any premium payable in accordance with
Section 4.05 (c) of the General Conditions up to the amount allocated
from time to time for the purpose in the table in Section IV of
Schedule 2 to this Agreement.
III — PROJECT
Borrower declares its commitment to the objectives of the Project
and the Program. To this end, the Borrower shall carry out the
Project through SEEPYD, in technical partnership with the
Participating Utilities with respect to Part 1(b) of the Project
and with CORAAPPLATA with respect to Part 2 of the Project, all in
accordance with the provisions of Article V of the General
limitation upon the provisions of Section 3.01 of this Agreement,
and except as the Borrower and the Bank shall otherwise agree, the
Borrower shall ensure that the Project is carried out in accordance
with the provisions of Schedule 2 to this Agreement.
IV — TERMINATION
prejudice to the provisions of the General Conditions, the
Effectiveness Deadline is the date ninety (90) days after the date of
this Agreement, but in no case later than the eighteen (18) months
after the Bank's approval of the Loan which expire on October 4,
V — REPRESENTATIVE; ADDRESSES
Borrower’s Representative is its Secretario
de Estado de Hacienda.
Borrower’s Address is:
xx Xxxxxx xx Xxxxxxxx
Xxxxxx Xx. 00, Gazcue
Xxxxxxx, Apartado Postal 1478
Bank’s Address is:
Bank for Reconstruction and Development
X Xxxxxx, X.X.
Xxxxxx of America
address: Telex: Facsimile:
the District of Columbia, United States of America, as of the day and
year first above written.
/s/ Xxxxxxx Xxxxxxx Xxxxx
RECONSTRUCTION AND DEVELOPMENT
/s/ Xxxxxx X. Xxxxxxx
objectives of the Project are: (i) strengthening and consolidating
the policy framework of the Borrower’s water and sanitation sector;
(ii) improving and expanding access to sanitation and wastewater
treatment and disposal services in the Puerto
Plata region; (iii)
improving the financial and operational performance of CORAAPPLATA;
and (iv) enhancing operational and commercial performance of other
regional utilities and preparing them to participate in the second
phase of the Program.
Project constitutes the first phase of the Program, and consists of
the following parts:
Assistance for Sector Development
of a water and sanitation sector strategy, including the
identification of key reforms, the preparation of an action plan for
the implementation of said reforms, as well as the development of a
Water Sector Council to facilitate inter-agency dialogue and
coordination on the strategy.
of an institutional modernization and strengthening program to
support the improvement of the management capacity of Participating
Utilities, including: (i) preparation of medium-term business plans;
(ii) modernization of consumer cadastre; (iii) carrying out of
leakage reduction campaigns; and (iv) preparation of feasibility
studies and environmental impact assessments for proposed works under
a possible second phase of the Program financed by the Bank.
of: (i) criteria for the design of watershed management plans aimed
to improve regional environmental management capacity and to protect
and reclaim coastal watersheds; and (ii) a strategic environmental
assessment of the Borrower’s northern coast, including the design
of strategies for environmental management, compatible with the long
term regional economic development and preservation goals.
out of a national environmental education and public participation
campaign aimed at increasing the involvement of a broad cross-section
of consumers in the sector reform process, as well as raising the
environmental and sector awareness of critical stakeholders and
and Expansion of Sanitation Services in Puerto Plata Region
and expansion of priority sewerage networks and pumping stations in
the Puerto Plata
of the San Xxxxxx de
wastewater treatment plant, as well as the carrying out of
feasibility studies, designs and construction of a submarine outfall
to discharge treated wastewaters from San
Xxxxxx de Puerto Plata
CORAAPPLATA’s operational and commercial performance, through: (i)
the development of a comprehensive strategic business plan; (ii) the
provision of technical assistance for the development of efficiency
improvement programs to bring the utility to reasonable levels of
management, operational efficiency and financial viability; (iii) the
carrying out of a baseline and after-Project analysis; and (iv) the
preparation of detailed project designs and feasibility studies for
proposed investments under a possible future operation financed by
of support for Project coordination and strengthening of SEEPYD and
CORAAPPLATA, through the provision of technical assistance (including
audits), training, and provision of goods and equipment required for
Project administration and monitoring.
the achievement of Project objectives, through monitoring and
evaluation activities that provide inputs to continuously guide
Project management decisions.
I. Implementation Arrangements
Borrower shall enter into agreements (“Performance and Financial
Support Agreements”), under terms and conditions approved by the
Bank and included in the Operational Manual, with:
to facilitate the carrying out of Part 2 of the Project and to set
forth the technical, financial, fiduciary and administrative aspects
of its participation in the implementation of Part 2 of the Project.
Said agreement shall include provisions to: (i) ensure that the
provision of water and sanitation services is provided within a
context of economic and financial sustainability, and in accordance
with cost-recovery mechanism acceptable to the Bank; (ii) have the
goods, works and services required for the implementation of Part 2
of the Project be procured in compliance with the provisions of
Section III of Schedule 2 to this Agreement; (iii) create an
evaluation committee for the evaluation of bids associated with the
procurement of goods, works and services under Part 2 of the Project;
and (iv) outline specific areas for financing and establishing
operational and commercial targets for the period covering Project
Participating Utility, to facilitate the carrying out of Part 1(b) of
the Project as well as to set forth the technical, financial, and
administrative aspects of its participation in the implementation of
future investments under a possible second phase of the Program,
including the obligation of each of the Participating Utilities to:
(i) ensure that the provision of water and sanitation services is
provided within a context of economic and financial sustainability,
and in accordance with cost-recovery mechanism acceptable to the
Bank; and (ii) outline specific areas for financing and establishing
operational and commercial targets for the period covering Project
implementation. Said agreements shall be entered into in a manner
satisfactory to the Bank not later than May 31, 2011.
Borrower shall exercise its rights under the Performance and
Financial Support Agreements in such manner as to protect the
interests of the Borrower and the Bank and to accomplish the purposes
of the Loan. Except as the Bank shall otherwise agree, the Borrower
shall not assign, amend, abrogate, waive or fail to enforce any of
the Performance and Financial Support Agreements or any provisions
Borrower shall, consistently with the Environmental and Social
Framework, ensure that no excavations or any type of works under
Parts 2(a) and (b) of the Project shall be carried out unless an
environmental screening and/or an environmental assessment (as the
case may be) of the pertinent investment has been carried out in a
manner satisfactory to the Bank.
and strengthen, until completion of the Project, a unit within SEEPYD
(the PCU), responsible for the management, coordination, supervision,
monitoring and evaluation of the Project; and
such unit to have a structure, responsibilities, and key staff with
functions, experience, responsibilities and qualifications acceptable
to the Bank as described in the Operational Manual, including a
manager and procurement and financial management specialists.
Borrower shall carry out the Project in accordance with the
provisions of: (a) the Environmental and Social Management Framework;
(b) the Resettlement Policy Framework; and (c) a manual (the
“Operational Manual”), satisfactory to the Bank, said manual to
include, inter alia:
(i) the procedures for the carrying out, monitoring and evaluation of
the Project; (ii) the organizational structure of the Project
(including the role and responsibilities of SEEPYD, CORAAPPLATA and
Participating Utilities); (iii) the Project procurement and financial
management requirements and procedures; (iv) environmental guidelines
for construction, including procedures to follow in case of
unexpected findings of objects with possible cultural or
archeological value; (v) the eligibility criteria for the selection
of Participating Utilities; (vi) the
standard environmental provisions to be included in the bidding
documents for investments to be carried out under the Project (which
shall include provisions: (A) to minimize natural habitat conversion
or degradation and to permit the maximum growth of natural vegetation
within the pertinent right of way; and (B) whereby the contractor
must comply with: (1) the pertinent provisions of the corresponding
environmental management plan; and (2) the actions to be followed in
connection with the finding of cultural property);
(vii) the Project’s chart of accounts and internal controls; (viii)
the format of: (A) the unaudited interim financial reports referred
to in Section II. B.2 of Schedule 2 to this Agreement; and (B) the
Financial Statements; (ix) the terms of reference for carrying out
the Project audits under Section II.B.3 of Schedule 2 to this
(x) the indicators to be used for Project monitoring and evaluation.
In case of any inconsistency between any provision of the Operational
Manual and this Agreement, the provision of this Agreement will
Borrower, not later than 90 days after the Effective Date, shall
establish a Water Sector Council to facilitate the coordination among
government institutions, key donors, bilateral institutions and other
key stakeholders, to oversee the process of planning, implementation,
monitoring and evaluation of activities under Part 1 of the Project
and provide recommendations based on the review of the progress
reports prepared for the Project. Said council shall be composed by
representatives of SEEPYD, INAPA, regional utilities and
representatives of the Borrower’s Secretariats of Tourism, Public
Works and Communications, Public Health and Social Assistance.
Monitoring Reporting and Evaluation
1. The Borrower shall monitor
and evaluate the progress of the Project and prepare Project Reports
in accordance with the provisions of Section 5.08 of the General
Conditions and on the basis of the indicators set forth in the
Operational Manual. Each Project Report shall cover the period of
one calendar semester, and shall be furnished to the Bank not later
than one 45 days after the end of the period covered by such report.
Management, Financial Reports and Audits
Borrower shall maintain or cause to be maintained a financial
management system in accordance with the provisions of Section 5.09
of the General Conditions.
limitation on the provisions of Part A of this Section, the Borrower
shall prepare and furnish to the Bank as part of the Project Report
not later than 45 days after the end of each calendar quarter,
interim unaudited financial reports for the Project covering the
quarter, in form and substance satisfactory to the Bank.
Borrower shall have its Financial Statements audited in accordance
with the provisions of Section 5.09 (b) of the General Conditions.
Each audit of the Financial Statements shall cover the period of one
fiscal year of the Borrower. The audited Financial Statements for
each such period shall be furnished to the Bank not later than four
months after the end of such period.
and Works. All
goods and works required for the Project and to be financed out of
the proceeds of the Loan shall be procured in accordance with the
requirements set forth or referred to in Section I of the Procurement
Guidelines, and with the provisions of this Section.
consultants’ services required for the Project and to be financed
out of the proceeds of the Loan shall be procured in accordance with
the requirements set forth or referred to in Sections I and IV of the
Consultant Guidelines and with the provisions of this Section.
The capitalized terms used below in this Section to describe
particular procurement methods or methods of review by the Bank of
particular contracts refer to the corresponding method described in
the Procurement Guidelines, or Consultant Guidelines, as the case may
Methods of Procurement of Goods and Works.
Except as otherwise provided in paragraph 2 below, goods and works
shall be procured under contracts awarded on the basis of
International Competitive Bidding.
Methods of Procurement of Goods and Works.
The following table specifies the methods of procurement, other than
International Competitive Bidding, which may be used for goods and
works. The Procurement Plan shall specify the circumstances under
which such methods may be used.
(a) National Competitive
(c) Direct Contracting
Methods of Procurement of Consultants’ Services
1. Quality- and Cost-based
Selection. Except as otherwise provided in paragraph 2 below,
consultants’ services shall be procured under contracts awarded on
the basis of Quality and Cost-based Selection.
Methods of Procurement of Consultants’ Services.
The following table specifies the methods of procurement, other than
Quality and Cost-based Selection, which may be used for consultants’
services. The Procurement Plan shall specify the circumstances under
which such methods may be used.
(a) Selection Based on
(b) Selection under a
(c) Least-Cost Selection
(e) Single Source
Procedures set forth in paragraphs 5.2 and 5.3 of the Consultant
Guidelines for the selection of Individual Consultants
by the Bank of Procurement Decisions
Procurement Plan shall set forth those contracts which shall be
subject to the Bank’s Prior Review. All other contracts shall be
subject to Post Review by the Bank.
of Loan Proceeds
Borrower may withdraw the proceeds of the Loan in accordance with the
provisions of Article II of the General Conditions, this Section, and
such additional instructions as the Bank shall specify by notice to
the Borrower (including the “World Bank Disbursement Guidelines for
Projects” dated May 2006, as revised from time to time by the Bank
and as made applicable to this Agreement pursuant to such
instructions), to finance Eligible Expenditures as set forth in the
table in paragraph 2 below.
following table specifies the categories of Eligible Expenditures
that may be financed out of the proceeds of the Loan (“Category”),
the allocation of the amounts of the Loan to each Category, and the
percentage of expenditures to be financed for Eligible Expenditures
in each Category.
Amount of the Loan
Expenditures to be financed
100% until withdrawals have
reached an aggregate amount of $150,000; and 80% thereafter
100% until withdrawals have
reached an aggregate amount of $2,000,000 and 85% thereafter
(3) Consultant’s Services
(5) Premia for Interest -0-
Caps and under Section
Rate Collars 2.09
Amount due under Section
2.07(c) of this Agreement.
(6) Front-end Fee
Amount payable pursuant to
Section 2.03 of this Agreement in accordance with Section 2.07 (b)
of the General Conditions
purposes of this Schedule, the term “Training” means reasonable
by the Borrower, through SEEPYD, for the carrying out of training
activities under the Project, including reasonable costs of travel
and per diem of trainers and trainees, rental of training facilities
and equipment, refreshments, publishing services and printing
Conditions; Withdrawal Period
the provisions of Part A of this Section, no withdrawal shall be made
for payments made prior
to the date of this Agreement.
Closing Date is September 30, 2013.
following table sets forth the Principal Payment Dates of the Loan
and the percentage of the total principal amount of the Loan payable
on each Principal Payment Date (“Installment Share”). If the
proceeds of the Loan have been fully withdrawn as of the first
Principal Payment Date, the principal amount of the Loan repayable
by the Borrower on each Principal Payment Date shall be determined
by the Bank by multiplying: (a) Withdrawn Loan Balance as of the
first Principal Payment Date; by (b) the Installment Share for each
Principal Payment Date, such repayable amount to be adjusted, as
necessary, to deduct any amounts referred to in paragraph 4 of this
Schedule, to which a Currency Conversion applies.
Principal Payment Date
as a Percentage)
On each May 15 and November
May 15, 2015,
May 15, 2035
November 15, 2035
If the proceeds of the Loan have not been fully withdrawn as of the
first Principal Payment Date, the principal amount of the Loan
repayable by the Borrower on each Principal Payment Date shall be
determined as follows:
the extent that any proceeds of the Loan have been withdrawn as of
the first Principal Payment Date, the Borrower shall repay the
Withdrawn Loan Balance as of such date in accordance with paragraph 1
of this Schedule.
amount withdrawn after the first Principal Payment Date shall be
repaid on each Principal Payment Date falling after the date of such
withdrawal in amounts determined by the Bank by multiplying the
amount of each such withdrawal by a fraction, the numerator of which
is the original Installment Share specified in the table in paragraph
1 of this Schedule for said Principal Payment Date (“Original
Installment Share”) and the denominator of which is the sum of all
remaining Original Installment Shares for Principal Payment Dates
falling on or after such date, such amounts repayable to be adjusted,
as necessary, to deduct any amounts referred to in paragraph 4 of
this Schedule, to which a Currency Conversion applies.
3. (a) Amounts
of the Loan withdrawn within two calendar months prior to any
Principal Payment Date shall, for the purposes solely of calculating
the principal amounts payable on any Principal Payment Date, be
treated as withdrawn and outstanding on the second Principal Payment
Date following the date of withdrawal and shall be repayable on each
Principal Payment Date commencing with the second Principal Payment
Date following the date of withdrawal.
the provisions of sub-paragraph (a) of this paragraph, if at any
time the Bank adopts a due date billing system under which invoices
are issued on or after the respective Principal Payment Date, the
provisions of such sub-paragraph shall no longer apply to any
withdrawals made after the adoption of such billing system.
the provisions of paragraphs 1 and 2 of this Schedule, upon a
Currency Conversion of all or any portion of the Withdrawn Loan
Balance to an Approved Currency, the amount so converted in the
Approved Currency that is repayable on any Principal Payment Date
occurring during the Conversion Period, shall be determined by the
Bank by multiplying such amount in its currency of denomination
immediately prior to the Conversion by either: (i) the exchange rate
that reflects the amounts of principal in the Approved Currency
payable by the Bank under the Currency Hedge Transaction relating to
the Conversion; or (ii) if the Bank so determines in accordance with
the Conversion Guidelines, the exchange rate component of the Screen
the Withdrawn Loan Balance is denominated in more than one Loan
Currency, the provisions of this Schedule shall apply separately to
the amount denominated in each Loan Currency, so as to produce a
separate amortization schedule for each such amount.
Guidelines” means the “Guidelines on Preventing and Combating
Fraud and Corruption in Projects Financed xx IBRD Loans and IDA
Credits and Grants”, dated October 15, 2006.
means a category set forth in the table in Section IV of Schedule 2
to this Agreement.
Guidelines” means the “Guidelines: Selection and Employment of
Consultants by World Bank Borrowers” published by the Bank in May
2004 and revised in October 2006.
de Acueductos y Alcantarillados de Puerto Plata,
the Puerto Plata Water and Sewerage Company, created through Law
142-97 of March 12, 1997.
and Social Management Framework” means the Borrower’s
assessment, dated October 30, 2007, of the Project environmental and
social impacts, which identifies the existing environmental and
social conditions and the potential direct and indirect
environmental and social impacts from the carrying out of the
Project, and recommends mitigation measures for negative impacts
identified, as well as measures for enhancing identified positive
Conditions” means the “International Bank for Reconstruction and
Development General Conditions for Loans”, dated July 1, 2005 (as
amended through February 12, 2008).
Nacional de Agua Potable y Alcantarillado,
the Borrower’s National Institute of Water and Sewerage.
Manual” means the manual dated February 3, 2009 and referred to in
paragraph 5(c) of Section I of Schedule 2 to this Agreement.
Utilities” means water and sanitation utilities which are either
publicly owned and/or controlled or privately owned, which have been
granted and/or assigned the responsibility to provide water and
sanitation services within the Borrower’s territory, and which
meet the criteria set forth in the Operational Manual for Project
and Financial Support Agreement” means any of the agreements
referred to in paragraph 1 of Section I of Schedule 2 to this
Guidelines” means the “Guidelines: Procurement undxx IBRD Loans
and IDA Credits” published by the Bank in May 2004, and revised in
Plan” means the Borrower’s procurement plan for the Project,
dated February 4, 2009 and referred to in paragraph 1.16 of the
Procurement Guidelines and paragraph 1.24 of the Consultant
Guidelines, as the same shall be updated from time to time in
accordance with the provisions of said paragraphs.
means the Borrower’s program (consisting of 2 phases) set forth or
referred to in the letter dated February 2, 2009 from the Borrower
to the Bank.
Policy Framework” means the Borrower’s document dated March 12,
2007, specifying the population resettlement policies, planning
principles, institutional arrangements, procurement arrangements
and design criteria that shall apply to the preparation and carrying
out of the action plans for the resettlement of population under the
de Estado de Economía, Planificación y Desarrollo,
the Borrower’s Secretariat of Economy, Planning and Development.