Public Disclosure Authorized LOAN NUMBER 1876 RO Public Disclosure Authorized Loan Agreement (Orchards Project) Public Disclosure Authorized between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA Public Disclosure Authorized Dated k"k 1980
LOAN NUMBER 1876 RO LOAN AGREEMENT AGREEMENT, dated, 1980, between INTER- NATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA (hereinafter called the Borrower). WHEREAS (A) the Borrower has requested the Bank to assist in the financing of the Project described in Schedule 2 to this Agreement by making the loan as hereinafter provided; and (B) the Borrower intends to contract loans from foreign lending institutions up to an approximate aggregate amount equivalent to one hundred million dollars ($100,000,000) to assist further in the financing of the said Project. NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1,01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank 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) "BAFI-loan" means a loan or credit made or proposed to be made by the Borrower to a Loan Beneficiary for an Investment Project; (b) "Charter" means the Charter of the Borrower approved by Decree No. 55 of 1970 of the Council of State of Romania, approved by Law No. 15 of 1970 of Romania, as amended from time to time;
-2- (c) "Foreign Trade Bank" means the R.manian Bank for Foreign Trade, established by Law No. 16/1968 of P-mania; (d) "Loan Beneficiary" means a state agricultural enterprise or an agricultural cooperative unit to which a BAFI-loan is proposed to be made or has been made; (e) "Investment Project" means a project for any of the investments included in Part A of the Project described in Schedule 2 to this Agreement which is to be carried out by a Loan Beneficiary or Loan Beneficiaries utilizing the proceeds of a BAFI-loan or BADI-loans; (f) "Lei" means the national currency of Romania; (g) "Romania" and "Guarantor" both mean The Socialist Republic of Romania; (h) "Romagrimex" means the Romanian Foreign Trade Enterprise of the Ministry of Agriculture and Food Industry of Romania, established under Law No. 11 of 1971 of Romania, and operating under Decision No. 938 of August 14, 1972 of the Council of Ministers of Romania, as amended from time to time; (i) "GEDH" means the General Economic Directorate of Horticulture established under Decree No. 298 of August 2, 1979, as amended from time to time; and (j) "Net cash flow from operations" means revenue from the sale of fruits at farm-gate prices established by the Romanian authorities less all expenditures incidental to their production, excluding from such expenditures any payments of principal and interest under BAFI-loans. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to fifty million dollars ($50,000,000). Section 2.02. (a) The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule may be amended from time
-3- to time by agreement between the Bank and the Borrower, on account of: (i) disbursements made by the Borrower under BAFI-loans for technically feasible and financially viable Investment Projects described in Schedule 2 to this Agreement; and (ii) expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for Part B of the Project; and to be financed out of the proceeds of the Loan. (b) The Borrower may designate the Foreign Trade Bank as representative of the Borrower for the purpose of taking any action required or permitted to be taken under the provisions of paragraph (a) of this Section and Article V of the General Conditions. Section 2.03. Except as the Bank and the Borrower shall otherwise agree, contracts for the purchase of goods and services required for the Project, selected by agreement between the Bank and the Borrower and to be financed out of the proceeds of the Loan, shall be awarded in accordance with the provisions of Schedule 4 to this Agreement. Section 2.04. The Closing Date shall be December 31, 1985 or such later date as the Bank and the Borrower shall agree. Section 2.05. The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. Section 2.06. The Borrower shall pay interest at the rate of eight and twenty-five hundredths per cent (8.25%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semiannually on June 15 and December 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement.
-4- ARTICLE III Execution of the Project Section 3.01. The Borrower shall cause the Project to be carried out with due diligence and efficiency, in conformity with appropriate agricultural, engineering, financial and administrative practices and with due regard to the environmental impact of the selection and use of insecticides, fungicides, herbicides and fertilizers as follows: (a) the Borrower shall be responsible for supervising the execution of the Project; (b) Romagrimex shall make suitable arrangements for the procurement of the goods and services to be financed out of the proceeds of the Loan; and (c) GEDH hall have overall responsibility for the coordination, of the execution of the Project and for the Projectrelated activities of the other departments and agencies of the Guarantor. Section 3.02. (a) For each Investment Project, the Borrower shall make a BAFI-loan or BAFI-loans to the Loan Beneficiary or Loan Beneficiaries that will carry out such Investment Project for all or part of the cost of such Investment Project. (b) Each BAFI-loan shall bear interest at a rate which shall be equal to the interest rate then charged by the Borrower in respect of loans for the same type of investments and shall be repaid over such period, after such grace period, as shall be consistlent with the expected implementation period and yields of such Investment Project and the repayment capacity of the Loan Beneficiary. (c) The Borrower undertakes that, unless the Bank shall otherwise agree, each BAFI-loan will be made on terms whereby the Borrower shall have under Romanian legislation, or shall obtain by written contract with the Loan Beneficiary or by other appropriate legal means, rights adequate to protect the interests of the Bank and the Borrower, including the right of the Borrower to: (i) require the Loan Beneficiary to carry out and operate the Investment Project with due diligence and efficiency and in accordance with sound technical, agricultural, financial and
-5- managerial standards and to maintain adequate records; (ii) require that (A) notwithstanding the provisions of Section 2e03 of the Loan Agreement, the goods and services to be financed out of the proceeds of the BAFI-loan shall be purchased at a reasonable price, account being taken also of other relevant factors such as time of delivery and efficiency and reliability of the goods and availability of maintenance facilities and spare parts therefor and, in the case of services, of their quality and competence of the parties rendering them, and (B) such goods and services shall be used exclusively in the carrying out of the Investment Project; (iii) inspect, by itself or jointly with representatives of the Bank if the Bank shall so request, such goods and the sites, works, fruit handling and storage facilities and construction included in the Investment Project, the operation thereof, and any relevant records and documents; (iv) obtain all such information as the Bank or the Borrower shall reasonably request relating to the foregoing and to the administration, operations and financial condition of the Loan Beneficiary; and (v) suspend or terminate the right of the Loan Beneficiary to the use of the proceeds of the BAFI-loan upon failure by such Loan Beneficiary to perform its obligations under its contract with the Borrower. (d) The Borrower shall exercise its rights in relation to the Loan Beneficiary in suit: manner as to: (i) protect the interests of the Bank and t Borrower; (ii) comply with its obligations under this Agreement; and (iii) achieve the purposes of the Project. Section 3.03. Part B of the Project shall be carried out in accordance with such technical. assistance program as shall have been agreed upon between the Bank an4 the Borrower. Section 3.04. The Borrower shall cause adequate provision to be made for the insurance of the imported goods referred to in Section 2.03 of this Agreement against hazards incident to the acquisition, transportation and delivery thereof to the place of importation into the territory of Romania, and for such insurance any indemnity shall be payable in a currency freely usable by the Borrower to replace or repair such goods. Section 3.05. Except as the Bank and the Borrower shall otherwise agree, the Borrower shall cause all goods and services financed out of the proceeds of the Loan or any BAFI-loan to be used exclusively for the Project.
-6- ARTICLE IV Achievement of the Purposes of the Project Section 4.01. (a) The Bank and the Borrower agree that, in order to realize the purposes of the Project, it shall be necessary that: (i) the Loan Beneficiary be supplied with agricultural technical, advisory and research services and agricultural, financing and marketing facilities, all as required to make optimal productive use of the investments made under the Project; and, without limitation upon the generality of the foregoing, the Loan Beneficiary be provided with sufficient quantities of fertilizers, insecticides, fungicides and herbicides to ensure the application of sound agronomic and commercial practices in orchards to be established under the Project; (ii) the facilities established under the Project be operated and maintained (A) with due regard to ecological, environmental and safety factors, including the environmental impact of the selection and use of insecticides, fungicides, herbicides and fertilizers, and (B) in accordance with sound administrative, financial, engineering and agricultural practices; (iii) by the time of initial production of apricots, plums and sweet and sour cherries from the orchards included in the Project, the prices for these species be reviewed and established by the competent authorities in Romania at such levels as shall reasonably enable the Loan Beneficaries to service their BAFI-loans during any fiscal year out of their net cash flow from operations for that year; (iv) in order to help making decisions concerning orchard investments in the succeeding years, detailed studies of domestic and export fruit markets be carried out by the competent authorities in Romania, and full reports of these studies be submitted by June 30, 1982 to the Bank for its review and comments; and
- 7 - (v) facilities be constructed in Romania adequate to handle, store and process fruit to be produced at the orchards inicluded in the Project. (b) The Borrower shall, to the extent that it is authorized under the laws of Romania, ensure that the requirements set forth in this Section be met. ARTICLE V Management and Operations of the Borrower; Financial Covenants Section 5.01. The Borrower shall manage and conduct its operations and affairs in accordance with appropriate administrative and financial standards and practices and in accordance with the Charter. Section 5.02. The Borrower shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. Section 5.03. (a) It is not the practice of the Borrower to create liens as security for debt. Accordingly, the Borrower represents that at the date of this Agreement no lien exists on any of its assets as security for any debt. (b) In the event that, notwithstanding the foregoing, a lien shall be created on any of the Borrower's assets as security for any debt, the Borrower undertakes that, except as the Bank shall otherwise agree: (i) if the Borrower shall create the lien, such lien will equally and ratably secure the payment of the principal of, and interest and other charges on, the Loan, and in the creation of any such lien express provision will be made to that effect, at no cost to the Bank; and (ii) if the lien shall be created by law, the Borrower shall grant, at no cost to the Bank, an equivalent lien satisfactory to the Bank to secure the payment of the principal of, and interest and other charges on, the Loan. Section 5.04. The Bank and the Borrower agree that in carrying out the provisions of this Agreement the Borrower shall take such measures as shall be necessary according to the State Plan of Romania and the applicable laws in order to achieve the purposes of the Project.
-8- ARTICLE VI Cooperation and Information; Financial Data Section 6.01. The Bank and the Borrower shall cooperate fully to assure that the purposes of the Loan will be accomplished. To that end: (a) the Bank and the Borrower shall from time to time at the request of either party exchange views through their representatives with regard to the progress of the Project, the benefits derived from the Project, the performance of their respective obligations under the Loan Agreement, the fulfillment of the requirements set forth in Section 4.01 of this Agreement and other matters relating to the purposes of the Loan, and the Borrower shall enable the Bank's representatives to exchange views with representatives of the Loan Beneficiary, GEDH and the other agencies concerned of Romania with regard to the Project, the benefits derived from the Project, and the fulfillment of the requirements set forth in Section 4.01 of this Agreement; (b) the Borrower shall obtain from the Loan Beneficiary and the other agencies of Romania concerned with the Project, -.d furnish to the Bank, promptly upon their preparation, the pla.s, specifications, reports, contract documents and construction and procurement schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Bank and the Borrower shall agree; (c) the Borrower: (i) shall cause the Loan Beneficiaries to maintain accounts adequate to independently record all Project expenditures and Project-related financial transactions; (ii) shall maintain (A) summaries of the accounts referred to in (i) above and (B) procedures adequate to monitor and record 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 Loan or any BAFI-loan, and to disclose their use in the Project; and (iii) shall furnish to the Bank within forty-five calendar days after each calendar quarter, a report, of such scope and in such detail as the Bank and the Borrower shall agree, on the progress of the Project during such quarter;
- 9 - (d) the Borrower shall enable the Bank's redresentatives to visit and examine the goods and services financed out of the proceeds of the Loan or any BAFI-loan, the facilities and construction sites included in the Project and the accounts of the Borrower referred to in paragraph (c) of this Section and the records and documents relating to the Project of the Loan Beneficiary and of the departments and agencies of Romania responsible for the Project or any part thereof; (e) the Borrower shall: (i) furnish to the Bank not later than six months after the end of each of its fiscal years, certified copies of its financial statements (balance sheets, statements of income and expenses and related statements, as agreed between the Bank and the Borrower), and until the completion of the Project certified copies of its accounts referred to in paragraph (c) of this Section, for such fiscal year, both the statements and the accounts to be in the form in which they shall be audited; (ii) submit such statements and accounts including all records supporting certificates referred to In paragraph 4 of Schedule 1 to this Agreement to an independent audit conducted, in accordance with appropriate auditing principles consistently applied, by the Ministry of Finance of Romania, and the report of such audit by said auditor, of such scope and in such detail as the Guarantor and the Bank shall agree, including a separate opinion by said auditor in respect of the said certificates showing whether the proceeds of the Loan withdrawn on the basis of such certificates have been used for the purpose for which they were provided; and (iii) furnish to the Bank such other information concerning the before-mentioned financial statements of the Borrower and the audit thereof as the Bank shall from time to time reasonably request; (f) the Bank and the Borrower shall from time to time furnish to each other such additional information as the other party shall reasonably request with regara to the progress of the Project, the expenditure of the proceeds of the Loan and the BAFI-loans, the goods and services financed out of such proceeds, the operations, resources and expenditures of the Loan Beneficiary, the benefits derived from the Project and the general status of the Loan; and (g) promptly after completion of the Project, but in any event not later than December 31, 1988, the Borrower shall prepare and furnish to the Bank a report, of such scope and in such detail
- 10 - as the Bank and the Borrower shall reasonably agree, on the execution and initial operation of the Project, 4 ts cost and the benefits derived and to be derived from it, the performance by the Bank and the Borrower of their respective obligations under the Loan Agreement and the accomplishment of the purposes of the Loan. Section 6.02. The Bank and the Borrower shall promptly inform each other of any condition which interferes with, or threatens to interfere with, the progress of the Project, the accomplishment of the purposes of the Loan, the maintenance of the service thereof or the performance by either party of its obligations under the Loan Agreement. ARTICLE VII Termination Section 7.01. The date lz NA is hereby specified for the purpose of Section 12.04 of the General Conditions. ARTICLE VIII Addresses Section 8.01. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) o: 64145 (WUI)
- 11 - For the Borrower: Banca pentru Agricultura si Industrie Alimentara Strada Smirdan No. 3 Bucharest, Romania Cable address: Telex: AGROBANK 11622 Bucharest 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 BANK FOR RECONSTRUCTION AND DEVELOPMENT By isp~xxa Y7w By AC ^ Regional Vice President Europe, Middle East and North Africa BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA By Authorized Representative
- 12 - SCHEDULE 1 Withdrawal of the Proceeds of the Loan 1. The table below sets forth the Category of items to be financed out of the proceeds of the Loan and the percentage of expenditures for items so to be financed: Amount of the Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Disbursements under BAFI-loans: (a) for Part A.I 41,300,000 20% of the Project (b) for Part A.II 6,700,000 20% of the Project (2) Goods and services 2,000,000 100% for Part B of the Project TOTAL 50,000,000 2. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of: (a) payments made for expenditures prior to the date of this Agreement; (b) disbursements under BAFI-loans, which loans were signed before the date of this Agreement; (c) any BAFI-loan until the -iank shall have been furnished with a certified copy of the document evidencing the approval required under the laws of Romania for the implementation of the Investment Project to be financed out of the proceeds of such BAFI-loan; and
- 13 - (d) any BAFI-loan for an Investment Project unless the Bank's prior consent to the Investment Project in question, or consents to such other Investment Projects as shall be agreed between the Bank and the Borrower to be representative of the Investment Project in question, shall have been obtained: When submitting an Investment Project to the Bank for its consent, the Borrower shall furnish to the Bank an application, together with a description of the Loan Beneficiary or Loan Beneficiaries concerned and an appraisal of the Investment Project concerned, in such form and containing such information as the Bank and the Borrower shall agree, and the proposed terms and conditions of the BAFI-loan or BAFI-loans concerned. 3. Each request for withdrawal from the Loan Account in respect of a BAFI-loan shall be accompanied by a certificate issued by the Borrower by which the Borrower certifies that the disbursement on account of which the withdrawal is requested has been made for an Investment Project; the certificate shall be in such form as shall have been agreed upon between the Bank and the Borrower. 4. Notwithstanding the allocation of an amount of the Loan or the disbursement percentages set forth in the table in paragraph 1 above, if the Bank has reasonably estimated that the amount of the Loan then allocated to any Category or Sub-Category will be insufficient to finance the agreed percentage of all expenditures in that Category or Sub-Category, the Bank may, by notice to the Borrower: (i) reallocate to such Category or Sub- Category, to the extent required to meet the estimated shortfall, proceeds of the Loan which are then allocated to another Category or Sub-Category and which in the opinion of the Bank are not needed to meet other expenditures; 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 or Sub-Category may continue until all expenditures thereunder shall have been made. 5. If the Bank shall have reasonably determined that the procurement of any item referred to in Section 2.03 of this Agreement 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 Loan and the Bank may, without in any way restricting or limiting any other right, power or remedy of the Bank under the Loan Agreement, by notice to the Borrower, cancel such amount of the Loan as, in the Bank's reasonable
- 14 - opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Loan.
- 15 - SCHEDULE 2 Description of the Project The Project consists of the following Parts: Part A: Investment Project I. Orchards Establishment of about 29,820 hectares of new orchards under about 120 Investment Projects, with aggregate areas and average planting densities by species as follows: (a) about 6,370 ha of apple orchards, planted at an average density of 1,667 trees/ha, and including about 3,290 ha for agricultural cooperative units and 3,080 ha for state agricultural enterprises; (b) about 2,730 ha of apple orchards, planted at an average density of 1,000 trees/ha, and including about 1,410 ha for agricultural cooperative units and about 1,320 ha for state agricultural enterprises; (c) about 4,280 ha of plum orchards, planted at an average density of 500 trees/ha, and including about 3,030 ha for agricultural cooperative units and about 1,250 ha for state agricultural enterprises; (d) about 870 ha of pear orchards, planted at an average density of 1,250 trees/ha, and including about 415 ha for agricultural cooperative units and about 455 ha for state agricultural enterprises; (e) about 5,080 ha of peach orchards, planted at an average density of 740 trees/ha, and including about 2,200 ha for agricultural cooperative units and about 2,880 ha for state agricultural enterprises; (f) about 3,800 ha of apricot orchards, planted at an average density of 700 trees/ha, and including about 2,390 ha for agricultural cooperative units and about 1,410 ha for state agricultural enterprises;
- 16 - (g) about 2,710 ha of sweet cherry orchards, planted at an average density of 500 trees/ha, and including about 1,810 ha for agricultural cooperative units and about 900 ha for state agricultural enterprises; and (h) about 3,980 ha of sour cherry orchards, planted at an average density of 834 trees/ha, and including about 2,870 ha for agricultural cooperative units and about 1,110 ha for state agricultural enterprises. II. Controlled Atmosphere Cold Storage Construction of about 19 new controlled atmosphere cold storage facilities located in the main fruit producing areas of the country, each with an annual capacity to sort, grade and pack 15,000 tons of apples and static storage capacity for 5,000 tons of apples. Part B: Technical Assistance Provision of specialized equipment and training in its use for improvement in handling, storage and processing of fruit and for applied research for mechanization of fruit production and harvesting. The Project is expected to be completed by December 31, 1987.
- 17 - SCHEDULE 3 Amortization Schedule Date Payment Due Payment of Principal (expressed in dollars)* On each June 15 and December 15 beginning December 15, 1983 through December 15, 1994 2,085,000 On June 15, 1995 2,042,000 * To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figures in this column represent dollar equivalents determined as for purposes of withdrawal.
- 18 - Premiums on Prepayment The following percentages are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the Loan pursuant to Section 3.05 (b) of the General Conditions: Time of Prepayment Premium Not more than three years before maturity 1.65% More than three years but noc more than six years before maturity 3.30% More than six years but not more than eleven years before maturity 6.00% More than eleven years but not more than thirteen years before maturity 7.15% More than thirteen years before maturity 8.25%
- 19 - SCHEDULE 4 Procurement A. International Competitive Bidding 1. Except as provided in Part B hereof, goods 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 (hereinafter called the Guidelines), on the basis of international competitive bidding as described in Part A of the Guidelines. 2. For goods to be procured on the basis of international competitive bidding under the Project and in addition to the requirements of paragraph 1.2 of the Guidelines, the Borrower shall prepare and forward to the Bank 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, a general procurement notice, in such form and detail and containing such information as the Bank shall reasonably request; the Bank 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 in question. The Borrower shall provide the necessary information to update such notice annually so long as any goods remain to be procured on the basis of international competitive bidding. 3. Identical or similar items to be procured for the Project shall be grouped together, whenever practicable, for the purpose of bidding and procurement, and such grouping of items shall be subject to agreement between the Bank and the Borrower. B. Goods and services required for Part B of the Project may be procured on the basis of prudent international shopping by soliciting offers from at least three suppliers from at least three of the member countries (including, for this purpose, Switzerland) of the Bank; provided, however, that the Bank's prior agreement to such procedures shall have been obtained and that aggregate cost of such procurement shall not exceed $2,000,000 equivalent. C. Evaluation and Comparison of Bids for Goods; Preference for Domestic Manufacturers 1. For the purpose of evaluation and comparison of bids for the supply of goods: (i) bidders shall be required to state in their
- 20 - bid the c.i.f. (port of entry) price for imported goods, or the ex-factory price for domestically manufactured goods offerred in such bid; (ii) customs duties and other import taxes on goods evaluated on a c.i.f. basis, and sales and similar taxes (applicable to finished domestic products) on goods evaluated on an ex-factory basis, shall be excluded; and (iii) the cost of inland freight and other expenditures incidental to the delivery of goods to the place of their use or installation shall be included. 2. Goods manufactured in Romania may be granted a margin of preference in accordance with, and subject to, the following provisions: (a) 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. (b) After evaluation, responsive bids will be classified in one of the following three groups: (1) Group A: bids offering goods manufactured in Romania if the bidder shall have established to the satisfaction of the Borrower and the Bank that the manufacturing cost of such goods includes a value added in Romania equal to at least 20% of the ex-factory bid price of such goods. (2) Group B: all other bids offering goods manufactured in Romania. (3) Group C: bids not included under Group A or B above. (c) All evaluated bids in each group shall be first compared among themselves, excluding any customs duties and other import taxes on goods to be imported and any sales or similar taxes on goods to be supplied domestically, to determine the lowest evaluated bid of each group. Such lowest evaluated bids shall then be compared with each other, and if, as a result of this comparison, a bid from group A or gr;'up B is the lowest, it shall be selected for the award.
- 21 - (d) If, as a result of the comparison under paragraph (c) above, the lowest bid is a bid from group C, all group C bids shall be further compared with the lowest evaluated bid Irom group A after adding to the c.i.f. 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 (c) is the lowest evaluated bid shall be selected. D. Review of Procurement Decisions by the Bank Review of invitations to bid or, in the case of procurement by international shopping, to quote prices and of proposed awards and final contracts: (a) Before bids or price quotations are invited, Romagrimex shall furnish to the Bank, for its comments, the text of the invitations to bid or quote prices and the specifications and, in the case of invitations to bid, 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 Bank shall reasonably request. Any further modification to the bidding documents or the invitations to quote prices shall require the Bank's concurrence before it is issued to the prospective bidders or suppliers. (b) Promptly after the bids or price quotations have been received, Romagrimex shall inform the Bank of the names of the bidders or prospective suppliers and the respective amounts of the bids or prices quoted, and shall indicate those items for which only one bid was received. (c) After bids or price quotations have been evaluated, Romagrimex shall, before a final decision on the award is made, inform the Bank of the name of the bidder or the supplier to which the contract is intended to be awarded and the reason for the intended award and shall furnish to the Bank, in sufficient time for its review, a detailed report on the evaluation and comparison of the bids or the price quotations received, together
- 22 - with the recommendations for award and such other information as the Bank shall reasonably request. The Bank shall, if it determines that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform Romagrimex and state the reasons for such determination. (d) The terms and conditions of the contract shall not, without the Bank's concurrence, materially differ from those on which bids or price quotations were asked. (e) Two conformed copies of the contract shall be furnished to the Bank promptly after its execution and prior to the submission to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract.
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the International Bank for Reconstruction and Development. In witness whereof I have signed this Certificate and affixed the Seal of the Bank thereunto this,3o / day of L, 19'2. FOR SECRETARY