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LOAN NUMBER 8301-IN
Loan Agreement
(National Highways Interconnectivity Improvement Project)
between
INDIA
and
INTERNATIONAL BANK FOR RECONSTRUCTIONAND DEVELOPMENT
Dated 2 ,014
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LOAN NUMBER 8301-IN
LOAN AGREEMENT
Agreement dated J.L , 2014, between INDIA ("Borrower") and
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). The
Borrower and the Bank hereby agree as follows:
ARTICLE I - GENERAL CONDITIONS; DEFINITIONS
1.01. The General Conditions (as defined in the Appendix to this Agreement) constitute an
integral part of this Agreement.
1.02. Unless 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.
ARTICLE II - LOAN
2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred
to in this Agreement, the amount of five hundred million United States Dollars
(USD 500,000,000), 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").
2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section IV of
Schedule 2 to this Agreement.
2.03. The Front-end Fee payable by the Borrower shall be equal to one quarter of one percent
(0.25%) of the Loan amount.
2.04. The interest payable by the Borrower for each Interest Period shall be at a rate equal to
the Reference Rate for the Loan Currency plus the Variable 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Notwithstanding the foregoing, if any amount of the Withdrawn Loan Balance remains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
(e) of the General Conditions.
2.05. The Payment Dates are March 15 and September 15 in each year.
2.06. The principal amount of the Loan shall be repaid in accordance with the amortization
schedule set forth in Schedule 3 to this Agreement.
2.07. (a) The Borrower may at any time request any of the following Conversions of theterms of the Loan in order to facilitate prudent debt management: (i) a change ofthe 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 theinterest rate basis applicable to: (A) all or any portion of the principal amount ofthe Loan withdrawn and outstanding from a Variable Rate to a Fixed Rate, orvice versa; or (B) all or any portion of the principal amount of the Loanwithdrawn and outstanding from a Variable Rate based on a Reference Rate andthe Variable Spread to a Variable Rate based on a Fixed Reference Rate and theVariable Spread, or vice versa; or (C) all of the principal amount of the Loanwithdrawn and outstanding from a Variable Rate based on a Variable Spread to- aVariable Rate based on a Fixed Spread; and (iii) the setting of limits on the
Variable Rate or the Reference 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 or the ReferenceRate.
(b) Any 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.
(c) Promptly following the Execution Date for an Interest Rate Cap or Interest RateCollar 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.
ARTICLE III - PROJECT
3.01. The Borrower declares its commitment to the objectives of the Project. To this end, the
Borrower shall carry out the Project through its Ministry of Road Transport and
Highways ("MORTH") with the cooperation of the Project States, in accordance with the
provisions of Article V of the General Conditions.
3.02. Without 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.
ARTICLE IV - EFFECTIVENESS; TERMINATION
4.01 The Effectiveness Deadline is the date ninety (90) days after the date of this Agreement.
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ARTICLE V - REPRESENTATIVE; ADDRESSES
5.01. The Borrower's Representative is any of the following officials, acting severally: the
Secretary, Additional Secretary, Joint Secretary, Director, Deputy Secretary or Under
Secretary of the Department of Economic Affairs of the Borrower's Ministry of Finance.
5.02. The Borrower's Address is:
SecretaryDepartment of Economic AffairsMinistry of FinanceGovernment of IndiaNorth BlockNew Delhi 110001, India
Facsimile:
+91-11-23094075
5.03. The Bank's Address is:
International Bank for Reconstruction and Development1818 H Street, N.W.Washington, D.C. 20433United States of America
Cable address: Telex: Facsimile:
INTBAFRAD 248423(MCI) or 1-202-477-6391
Washington, D.C. 64145(MCI)
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AGREED at }\. 4 ;i' India, as of the day and year first above written.
INDIA
ByAuthorized Representative
Name: _ ________
Title: ..c1
INTERNATIONAL BANK FORRECONSTRUCTION AND DEVELOPMENT
ByAuthorized Representati e
Name: c1 , oA a
Title: - 4 - ..
SCHEDULE 1
Project Description
The objective of the Project is to improve the national highway network connectivity to
less developed areas and low-income States and enhance the institutional capacity of MORTH to
better manage the highway network under the purview of MORTH.
The Project consists of the following parts:
Component A: Road Improvement and Maintenance
1. Widening and upgrading approximately 400 km of existing single-lane/intermediate lane
national highways of the Non-NHDP Network in the Project States, to two-lane standards
through item-rate contracts.
2. Widening and upgrading approximately 720 km of existing single-lane/intermediate lane
national highways of the Non-NHDP Network in the Project States, to two-lane standards
through EPC Contracts.
3. Maintaining the assets improved/created under sub-components A.1 and A.2 above for a
period of at least five (5) years post construction.
4. Providing quality control services for the activities under sub-component A. 1, A.2 and
A.3 above, including implementation of/compliance with the EMF, RPF and the
respective EIAs, EMPs, SIAs, RAPs and TDPs.
Component B: Institutional Development
1. Improving MORTH's internal processes and procedures through: (a) rolling out of
enterprise resource planning software solutions; (b) developing standard manual(s) for
the allocation roles and responsibilities between MORTH and the Project States' PWDs
for the identification, preparation and implementation of Project activities; and (c)
updating costs-databases, data-books and other reference materials for the roads sector.
2. Developing and implementing: (a) an IT-based road information system containing an
inventory of road assets in the entire Non-NHDP Network; and (b) designing and piloting
an asset management system covering the Non-NHDP Network in at least three (3)
Project States.
3. Carrying out studies to review the existing policies and practices for the allocation of
resources and financing of construction and maintenance work of the assets of the Non-
NHDP network in order to suggest improvement and assess options available for the
mobilization of additional resources.
4. Strengthening MORTH's governance and accountability through the implementation of
the GAAP.-5-
5. Carrying out training programs for MORTH's and the PWDs' staff, as well as sector-
related institutions/agencies on policy, technical, financial, procurement and contract
management issues related to the road sector.
Component C: Road Safety
1. Reviewing and updating: (a) the road safety standards and codes of practices maintained
by the Indian Roads Congress, including improving standards and regulations for work-
zone safety, and mainstreaming implementation of road safety standards into MORTH's
contract management framework; and (b) the vehicle axle-load codes and institutional
arrangements for monitoring and enforcement thereof.
2. Establishing road accident database management systems in each for the Project States.
3. Strengthening the institutional capacity of MORTH, in particular its road safety cell, in
order to: (a) assess and improve the existing policy framework (statutory and regulatory)
for road safety, and develop models for the enforcement thereof and the provision of
related emergency care; (b) mainstream road safety monitoring and evaluation systems;
(c) carry out social marketing and public awareness campaigns to promote road safety
behavioral changes; and (d) support the establishment of lead road safety and traffic
management agencies.
4. Carrying out road safety training programs for MORTH's and the PWDs' staff, as well as
sector related institutions/agencies on safety road design, engineering countermeasures,
road safety audits and construction zone safety standards/policies, including
strengthening the institutional capacity to assess roads risk profiles pursuant to the iRAP,
and developing 3-star iRAP safety designs for selected roads in the Non-NHDP Network.
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SCHEDULE 2
Project Execution
Section . Implementation Arrangements
A. Institutional Arrangements
1. The Borrower shall maintain, throughout the period of implementation of the Project:
(a) a project steering committee (the "PSC"): (i) headed by the Secretary of MORTH
and with a composition/membership acceptable to the Bank; and (ii) vested with
such powers, functions and competencies, acceptable to the Bank, as shall be
required to exercise policy guidance for, and exercise the general oversight of,
the implementation of Project activities, including the assessment of quarterly
Progress Reports submitted by EAP Cell and the review of the semi-annual
audits reports prepared by the TPAC; and
(b) an externally aided projects cell ("EAP Cell") within the MORTH: (i) headed by
a project director and assisted by competent staff with experience and
qualifications, in numbers and under terms of reference acceptable to the Bank;
and (ii) vested with such powers, financial resources, functions and
competencies, acceptable to the Bank, as shall be required for it to carry out the
day-to-day implementation of Project activities, including the inter-institutional
coordination with the PWDs of Project States and other line agencies, the
carrying out of procurement, financial management, monitoring and reporting
activities, the screening of Project activities pursuant to the EMF and the RPF, as
well as the preparation of required EIAs, EMPs, SlAs, RAPs and/or TDPs, as the
case may be, and the monitoring and enforcement of contractors' implementation
of/compliance with the respective Safeguard Documents.
2. The Borrower shall cause each of the Project States to maintain, throughout the period of
implementation of the Project:
(a) a state oversight committee: (i) with composition/membership acceptable to the
Bank; and (ii) vested with such powers, functions and competencies, acceptable
to the Bank as shall be required for providing policy guidance and strategic
direction to the PCU of each such Project State, monitoring progress in the
implementation of Project activities in the respective Project State (including
compliance with statutory and regulatory requirements as well as the Safeguard
Documents), and facilitating the solution of any emerging problems and/or
obstacles for such implementation; and
(b) a project coordination unit ("PCU") within the national highway wing of the
respective Project States' PWDs: (i) headed by a nodal officer in the rank of
Superintending Engineer and assisted by competent staff, all with experience and
qualifications, in numbers and under terms of reference acceptable to the Bank;
and (ii) vested with such powers, financial resources, functions and competences,
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acceptable to the Bank, as shall be required for it to: (A) carry out the technicaland fiduciary control of Project activities at the State level, as delegated by the
EAP Cell (including contract management and preparation and submission ofreporting requirements); and (B) ensure compliance with/implementation of theSafeguard Documents (including the screening of Project activities pursuant tothe EMF and RPF and preparation of EIAs, EMP, SlAs, RAPs and TDPs), and
timely implementation of any land acquisition and resettlement activities, as well
as the payment of compensation therefor,
3. The Borrower shall select and engage:
(a) by no later than three (3) months after the Effective Date, and thereafter maintainthroughout the period of implementation of the Project, the services of a project
management consulting firm ("PMC") with qualification and experience and
under terms of reference acceptable to the Bank, in order to assist the EAP Cell
with Project planning and implementation including, inter alia: (i) providing
guidance and recommendation on technical and policy matters; (ii) preparing
bidding documents and subsequent changes/variations thereof; (iii) evaluating
technical and financial proposals; (iv) handling contractual matters and
procurement disputes, and establishing an automated contract management
system; (v) overseeing of payments to service providers and/or Project
contractors under Components B and C of the Project, and monitoring those
payments for civil works under Component A of the Project; (vi) providing
training, guidance and recommendations to PCUs and PIUs to ensure compliance
with the Safeguards Documents; and (vii) preparing the Project Reports and the
IFRs; and
(b) by no later than six (6) months after the Effective Date, and thereafter maintain
throughout the period of implementation of the Project, the services of a third
party audit consulting firm ("TPAC") with qualification and experience and
under terms of reference acceptable to the Bank, in order to carry out semi-
annual audits and report to the EAP Cell and the PSC on: (i) financial
management performance, procurement decisions and contract administration;
(ii) contract performance (i.e. quality of construction, compliance with technical
specifications, design requirements and maintenance plans); and (iii) compliance
with statutory/regulatory requirements and implementation of the Safeguard
Documents, and the PFM Manual (other than the functions of the internal audit).
B. Project Financial Management Manual
1. The Borrower shall implement, and/or cause the Project States to implement, the Project
in accordance with the financial management arrangements set forth in the PFM Manual;
provided however that in the event of conflict between the provisions of said manual, on
the one hand, and those of this Agreement, on the other hand, the provisions of this
Agreement shall prevail.
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2. The Borrower shall refrain, and/or cause the Project States to refrain, from amending,
suspending, waiving and/or voiding any provisions of the PFM Manual, whether in whole
or in part, without the prior written concurrence of the Bank.
C. Road Improvement and Maintenance Activities
1. For purposes of implementing the road widening and upgrading activities set forth in
Component A of the Project, the EAP Cell and the PCU of the respective Project State
identified/shall identify Selected Roads in accordance with a road readiness criteria
acceptable to the Bank, which criteria shall include, inter alia:
(a) the completion of the notifications for any necessary land acquisition;
(b) the securing of all environmental clearances (including any mandatory public
hearings) and governmental permits for construction activities;
(c) the completion of the environmental and social screening assessments of the
proposed road construction activities, pursuant to the EMF and RPF, and the
preparation, approval and disclosure of the respective EIA, EMP, RAP and TDP,
as the case may be;
(d) the payment, in full, of compensation and/or resettlement assistance to Displaced
Persons as per the applicable RAP, in respect of the first milestone stretch of civil
works;
(e) the engagement of the respective Construction Supervision Consultant or
Authority Engineer, as the case may be; and
(f) the engagement of the respective RAP Implementation Support Agency.
The Borrower shall submit each Selected Road to the Bank for written concurrence prior
to the award of the civil works contracts for such Selected Road to the respective
contractor(s).
2. For each Selected Road, prior to the earlier of any invitation to bid, and/or the selection
of any contractor for activities on such road, the Borrower shall cause the respective
Project State to establish, and thereafter maintain throughout the period of
implementation of Project activities in such Selected Road, a road-specific Project
implementation unit ("PIU"): (a) headed by an executive engineer, assisted by competent
staff, all with experience and qualifications, in numbers and under terms of reference
acceptable to the Bank; and (b) vested with such powers, financial resources, functions
and competences, acceptable to the Bank, as shall be required for it to carry out all
preparatory activities for site-specific Project activities (including securing the necessary
encumbrance-free land and State-level clearances and permits), ensure coordination with
inter-state agencies and governmental departments, oversee the implementation
of/compliance with the Safeguard Documents, handle the MORTH's grievance
complaints systems (for all grievances other than procurement-related ones), undertake
contract management responsibilities, and guide/oversee performance of the Construction
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Supervision Consultant or the Authority Engineer, and the RAP Implementation Support
Agencies, as the case may be.
3. For each Selected Road, prior to the commencement of civil works, the Borrower shall
select, engage and thereafter maintain throughout the period of implementation of such
activities, the services of:
(a) a supervision consulting firm (the "Construction Supervision Consultant"), for
works other than those procured under EPC Contracts, with qualifications and
experience and under terms of reference acceptable to the Bank, in order to assist
the respective PIU with contract management, monitoring/supervision, and the
certification of contractors' performance, including the compliance
with/implementation of the Safeguard Documents;
(b) an engineering consulting firm (the "Authority Engineer") for works procured
under EPC Contracts, with qualifications and experience and under terms of
reference acceptable to the Bank, including sufficient delegated authority to
resolve and approve any contractual claims/clarifications, in order to assist the
respective PIU with contract management, monitoring/supervision, and the
certification of contractors' performance, including the compliance
with/implementation of the Safeguard Documents; and
(c) a non-governmental organization or social mobilization consulting firm (the
"RAP Implementation Support Agency"), with qualifications and experience and
under terms of reference acceptable to the Bank, in order to assist the respective
PIU with the implementation of the works-specific RAP and, when applicable,
the TDP; the handling and processing of any grievance complaints in accordance
with MORTH's grievance systems in relation to the sub-project activities, the
carrying out of community awareness trainings and public information
campaigns, and the preparation and implementation of health and safety
trainings, including HIV/AIDS awareness/prevention activities.
D. Anti-Corruption
The Borrower shall ensure that the Project is carried out in accordance with the
provisions of the Anti-Corruption Guidelines and the GAAP.
E. Safeguards
The Borrower shall, and shall cause the Project States, to:
(a) carry out the Project in accordance with the EMF and the RPF, and the EIAs,
EMPs, SIAs, RAPs and TDPs prepared and/or to be prepared pursuant to
paragraph 2 of this sub-section in accordance with the objectives, policies,
procedures, time schedules, compensation arrangements and other provisions set
forth in the EMF and RPF (together, the "Safeguard Documents"), in each case
in a manner and in substance satisfactory to the Bank; and
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(b) refrain from taking any action which would prevent or interfere with the
implementation of the Safeguard Documents, including any amendment,
suspension, waiver, and/or voidance of any provision of the Safeguard
Documents, whether in whole or in part, without the prior written concurrence of
the Bank.
2. With respect to each Selected Road, the Borrower shall refrain from awarding any
contract to contractors or undertaking any activities which would result in Displaced
Persons, until and unless:
(a) the proposed activities have been screened by the EAP Cell, and/or the PCU of
the respective Project State, in accordance with the guidelines, standards and
procedures set forth in the EMF and RPF;
(b) all of the respective EIA(s), EMP(s), SIA(s), RAP(s) and/or TDP(s) required for
such Selected Road pursuant to the EMF and RPF has/have been prepared and
submitted to the Bank for review and the Bank has notified the Borrower in
writing of its no-objection thereto; and
(c) the foregoing .Safeguard Documents have been publicly disclosed by the
Borrower, and/or the respective Project State, in local language(s) at the relevant
Project's sites, at least one hundred and twenty (120) days prior to the award of
the contract for the related works.
3. The Borrower shall ensure, and/or cause the Project States to ensure, that, prior to
commencing any civil works on a Selected Road, or section thereof, under the Project: (a)
all necessary governmental permits and clearances for such civil works in the relevant
road, or section, shall have been obtained from the competent governmental authority/ies
and submitted to the Bank; (b) all pre-construction conditions imposed by the
governmental authority/ies under such permit(s) or clearance(s) shall have been complied
with/fulfilled; and (c) all resettlement measures set forth in the applicable RAP to the
respective section of such Selected Road shall have been fully executed, including the
full payment of compensation prior to displacement and/or the provision of relocation
assistance to all Displaced Persons, as per the entitlements provided in the RPF and/or the
applicable RAP.
4. The Borrower shall ensure, and/or cause the Project States to ensure, that each contract
for civil works under the Project includes the obligation of the relevant contractor to
comply with the relevant Safeguard Documents applicable to such civil works
commissioned/awarded pursuant to said contract.
5. The Borrower shall, and/or shall cause the Project States to:
(a) maintain monitoring and evaluation protocols and record keeping procedures
acceptable to the Bank and adequate to enable the Borrower, the Project States
and the Bank to supervise and assess, on an on-going basis, the implementation
of/compliance with the Safeguards Documents, as well as the achievement of the
objectives thereof; and
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(b) furnish to the Bank, throughout the period of Project implementation:
(i) quarterly reports prepared by the EAP Cell, with the assistance of the
PCUs, on the physical and financial progress of Project activities, the
general compliance with the Safeguard Documents, the social andenvironmental impact of Project activities, and the results of the
mitigation or benefit-enhancing measures applied thereto, during theperiod preceding the date of each such report; and
(ii) quarterly reports prepared by the respective Construction SupervisionConsultants or the Authority Engineers, as the case may be, and the RAP
Implementation Support Agency, assessing the contractors' general
compliance with the Safeguard Documents and the respective works
contracts, monitor the efficacy of the social and environmentalmanagement measures, and the results of the mitigation or benefit-
enhancing measures applied thereto, with particular emphasis on the
implementation and results of resettlement activities, during the periodpreceding the date of each such report.
6. The Borrower shall ensure that the following Project expenditures are financed
exclusively out of the Borrower's own resources, and, to this end, shall provide, as
promptly as needed, the resources required therefor, namely:
(a) all land acquisition required for the purpose of the Project; and
(b) any compensation, resettlement and rehabilitation payment to Displaced
Persons in accordance with the provision of the RAPs.
7. In the event of any conflict between the provisions of any of the EMF, the RPF, ElAs,
SIAs, EMPs, RAPs and/or TDPs, on the one hand, and the provisions of this Agreement,
on the other hand, the provisions of this Agreement shall prevail.
Section II. Project Monitoring Reporting and Evaluation
A. Project Reports
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 indicators agreed with the Bank. Each Project Report shall cover the
period of one calendar quarter, and shall be furnished to the Bank not later than forty-five
(45) days after the end of the period covered by such report.
B. Financial Management, Financial Reports and Audits
The 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.
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2. Without limitation on the provisions of Sub-section A of this Section, the Borrower shall
prepare and furnish to the Bank not later than forty five (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.
3. The Borrower shall have the 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, commencing with
the fiscal year in which the first withdrawal was made. The audited Financial Statements
for each such period shall be furnished to the Bank not later than nine (9) months after
the end of such period.
4. The Borrower shall carry out regular internal audits in accordance with the PFM Manual,
performed by qualified staff acceptable to the Bank, and shall furnish such audits to the
Bank for their review, ninety (90) days after the completion/issuance of the audit report,
including, if any, the recommendations made by the internal auditors.
Section III. Procurement
A. General
1. Goods, Works and Non-consulting Services. All goods, works and non-consulting
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 Section I of the
Procurement Guidelines, and with the provisions of this Section.
2. Consultants' Services. All 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.
3. Definitions. 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 Sections II and III of the Procurement Guidelines,
or Sections II, III, IV and V of the Consultant Guidelines, as the case may be.
B. Particular Methods of Procurement of Goods, Works and Non-consulting Services
I. International Competitive Bidding. Except as otherwise provided in paragraph 2
below, goods, works and non-consulting services shall be procured under contracts
awarded on the basis of International Competitive Bidding.
2. Other Methods of Procurement of Goods, Works and Non-consulting Services. The
following methods, other than International Competitive Bidding, may be used for
procurement of goods, works and non-consulting services for those contracts specified in
the Procurement Plan: (a) National Competitive Bidding, subject to the additional
provisions set forth in the Procurement Plan; and (b) Shopping.
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C. Particular 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.
2. Other Methods of Procurement of Consultants' Services. The following methods,
other than Quality- and Cost-based Selection, may be used for procurement of
consultants' services for those contracts which are specified in the Procurement Plan: (a)
Selection under a Fixed Budget; (b) Least Cost Selection; (c) Selection based on
Consultants' Qualifications; and (d) Procedures set forth in paragraphs 5.2 and 5.3 of the
Consultant Guidelines for the Selection of Individual Consultants.
D. Review by the Bank of Procurement Decisions
The 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.
Section IV. Withdrawal of Loan Proceeds
A. General
I. The 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.
2. The 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.
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Category Amount of the Loan Percentage of ExpendituresAllocated to be financed
(expressed in USD) (inclusive of taxes)
(1) Works under Sub-Components A.1, and A.2 of 442,100,000 50%
the Project
(2) Goods, non-consultingservices, consultants' services,and Training under Sub- 56,650,000 80%
Component A.4 andComponents B and C of theProject.
Amount payable pursuant toSection 2.03 of this
(3) Front-end Fee 1,250,000 Agreement in accordance withSection 2.07 (b) of the GeneralConditionsAmount due pursuant to
(4) Interest Rate Cap orInterest Rate Collar premium 0 Section 2.07(c) of thisAgreementTOTAL AMOUNT 500,000,000
B. Withdrawal Conditions; Withdrawal Period
1 . Notwithstanding the provisions of Sub-section A of this Section, no withdrawal shall be
made for payments made prior to the date of this Agreement, except that withdrawals up
to an aggregate amount not to exceed USD 10,000,000 equivalent may be made for
payments made prior to this date but on or after June 15, 2013, for Eligible Expenditures
under Categories (1) and (2).
2. The Closing Date is June 30, 2019.
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SCHEDULE 3
Amortization Schedule
1. The 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 Scheduke,
to which a Currency Conversion applies.
Principal Payment Date Installment Share(Expressed as a Percentage)
On each March 15 and September 15Beginning March 15, 2019 3.85%
through March 15, 2031On September 15, 2031 3.75%
2. 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:
(a) To 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 I of this Schedule.
(b) Any 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 I 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.
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(b) Notwithstanding 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.
4. Notwithstanding the provisions of paragraphs 1 and 2 of this Schedule, upon a CurrencyConversion 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 Rate.
5. If 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.
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APPENDIX
Definitions
1. "Anti-Corruption Guidelines" means the "Guidelines on Preventing and Combating
Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants",dated October 15, 2006 and revised in January 2011.
2. "Authority Engineer" means each of the consulting firms selected, or to be selected, by
the Borrower pursuant to Section I.C.3.(b) of Schedule 2 to this Agreement; and the term
"Authority Engineers" means all such consulting firms collectively considered.
3. "Category" means a category set forth in the table in Section IV of Schedule 2 to this
Agreement.
4. "Component" means each of the sets of Project activities grouped together under each of
the sections entitled "Road Improvement and Maintenance", "Institutional Development"
and "Road Safety", in Schedule I to this Agreement.
5. "Construction Supervision Consultant" means each of the consulting firms selected, or to
be selected, by the Borrower pursuant to Section I.C.3.(a) of Schedule 2 to this
Agreement; and the term "Construction Supervision Consultants" means all such
consulting firms collectively considered.
6. "Consultant Guidelines" means the "Guidelines: Selection and Employment of
Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers"
dated January 2011.
7. "Displaced Persons" means persons who, on account of the execution of the Project, have
experienced or would experience direct economic and social impacts caused by: (a) the
involuntary taking of land, resulting in: (i) relocation or loss of shelter; (ii) loss of assets
or access to assets; or (iii) loss of income sources or means of livelihood, whether or not
such persons must move to another location; or (b) the involuntary restriction of access to
legally designated parks and protected areas, resulting in adverse impact on the
livelihoods of such persons.
8. "EAP Cell" means the team/cell established by MORTH for the implementation of
externally funded projects, and referred to in Section l.A.1(b) of Schedule 2 to this
Agreement.
9. "Environmental Impact Assessments" and the acronym "ElAs" means, collectively, the
Borrower's: (a) the environmental impact assessments for roads NHl IB, NH98, NH104,
NH113, NH200 and NH217, and disclosed in the Bank's Infoshop on July 26, 2013,
March 11, 2013, July 27, 2013, September 6, 2013, March 11, 2013 and March 11, 2013,
respectively; and (b) the environmental impact assessments to be prepared pursuant to
Section I.E.2 of Schedule 2 to this Agreement, in accordance with the provisions of the
EMF, in order to assess the likely positive and negative environmental impact of Project
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activities; as such assessments may be revised, updated or supplemented from time to
time with the prior written concurrence of the Bank.
10. "Environmental Management Framework" and the acronym "EMF" mean the Borrower's
framework, dated January 26, 2012, setting forth the guiding principles, acceptable
standards and procedures for: (a) the screening of Project activities and the identification
of any adverse or positive environmental impacts caused, or expected to be caused, on
account of their implementation; and (b) the preparation of their prescribed
Environmental Impact Assessements, and Environmental Management Plans; as such
framework may be revised, updated or supplemented from time to time with the prior
written concurrence of the Bank.
11. "Environmental Management Plans" and the acronym "EMPs" mean, collectively, the
Borrower's plans: (a) prepared in respect of roads NHllB, NH98, NH1O4, NH113,
NH200 and N-1217, and disclosed in the Bank's Infoshop on July 26, 2013, March 11,
2013, July 27, 2013, September 6, 2013, March 11, 2013 and March 11, 2013,
respectively; and (b) to be prepared pursuant to Section I.E.2 of Schedule 2 to this
Agreement, in accordance with the provisions of the EMF, in each case setting out
mitigation, enhancement, monitoring and institutional measures, including capacity
building through training, required to: (i) eliminate adverse environmental impacts of
activities to be implemented under the Project; (ii) offset them, or reduce them to
acceptable levels; (iii) enhance any positive impacts thereof; as such plans may be
revised, updated or supplemented from time to time with the prior written concurrence of
the Bank; and/or (iv) ensure compliance with Borrower's statutory environmental
requirement.
12. "EPC Contracts" means the engineering,-procurement-construction composite contracts
to be piloted by the Borrower for the widening and upgradation of selected roads under
the Project, whereby the contractor takes comprehensive responsibility for the design,execution and maintenance of the respective asset, in each case on the basis of the model
form of agreement agreed between the Borrower and the Bank.
13. "GAAP" means the Borrower's governance and accountability action plan dated June 12,2013, for purposes of the Project, which sets out the key actions to be undertaken by the
Borrower to strengthen governance, transparency and accountability under the Project; as
such action plan may be revised, updated or supplemented, from time to time, with the
prior written concurrence of the Bank.
14. "General Conditions" means the "International Bank for Reconstruction and
Development General Conditions for Loans", dated March 12, 2012.
15. "HIV/AIDS" means the human immunodeficiency virus and the resulting acquired
immune deficiency syndrome.
16. "IFRs" means, collectively, the interim unaudited financial reports (to be) prepared by the
Borrower, through MORTH, pursuant to Section I1.B.2 of Schedule 2 to this Agreement.
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17. "Indian Roads Congress" means the Indian society of highways engineers established and
registered in 1937, and operating under India's the Societies Registration Act of 1860.
18. "iRAP" means the International Road Assessment Program, a charity operating under the
laws of the United Kingdom of Great Britain and Northern Ireland, and registered under
the Company No. 05476000, and Charity No. 1140357.
19. "MORTH" means the Borrower's Ministry of Roads, Transport and Highways, or any
successor thereto.
20. "Non-NHDP Network" means the Borrower's primary road network (i.e. national
highways) other than the national highways comprised under the Borrower's National
Highways Development Program.
21. "PCU" means the project coordination unit established in each of the Project States, and
referred to in Section I.A.2(b) of Schedule 2 to this Agreement; and the term "PCUs"
means all five (5) said coordination units, collectively considered.
22. "PFM Manual" means the manual dated September 17, 2013, for purposes of the Project,
which provides detail guidance on segregation of financial management duties, internal
control protocols, accounting and record keeping procedures, funds flow arrangements,
withdrawal applications procedures, asset management, reporting and auditing
arrangements applicable to the Project; as such manual may be revised, updated or
supplemented, from time to time, with the prior written concurrence of the Bank.
23. "PIU" means the sub-project level implementation unit to be established in respect of
each of the Project's selected roads pursuant Section I.C.2 of Schedule 2 to this
Agreement; and the term "PIUs" means all such sub-project implementation units
collectively considered.
24. "PMC" means the project management consulting firm to be selected by the Borrower
pursuant to Section I.A.3.(a) of Schedule 2 to this Agreement.
25. "Procurement Guidelines" means the "Guidelines: Procurement of Goods, Works and
Non-consulting Services under IBRD Loans and IDA Credits and Grants by World Bank
Borrowers" dated January 2011.
26. "Procurement Plan" means the Borrower's procurement plan for the Project, dated
September 21, 2013 and referred to in paragraph 1.18 of the Procurement Guidelines and
paragraph 1.25 of the Consultant Guidelines, as the same shall be updated from time to
time in accordance with the provisions of said paragraphs.
27. "Project" means the activities described in Schedule 1 to this Agreement, which are the
same as the ones approved by the Borrower on April 18, 2013 under the title of 'National
Highways Interconnectivity Improvement Projects' and/or any changes thereof as
mutually agreed between the Borrower and the Bank.
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28. "Project States" means the Borrower's States of Bihar, Orissa, Rajasthan, Karnataka andWest Bengal, and/or any other states of the Borrower as mutually agreed between theBorrower and the Bank.
29. "PSC" means the project steering committee established by the Borrower on February 20,2013, and referred to in Section I.A.1(a) of Schedule 2 to this Agreement.
30. "PWDs" means collectively the Public Works Department of the Project States.
31. "RAP Implementation Support Agency" means each of the specialized socialmobilization non-government organizations or consulting firms to be selected by theBorrower pursuant to Section I.C.3(c) of Schedule 2 to this Agreement.
32. "Resettlement Action Plans" and the acronym "RAPs" mean, collectively, the Borrower'sresettlement and relocation plans: (a) prepared in respect of roads NH11B, NH98,NHIO4, NH 113, NH200 and NH217, and disclosed in the Bank's Infoshop on July 10,2013, March 27, 2013, March 27, 2013, July 22, 2013, March 27, 2013 and March 28,2013, respectively; and (b) to be prepared pursuant to Section I.E.2 of Schedule 2 to thisAgreement, in accordance with the provisions of the RPF, in each case identifyingDisplaced Persons on account of implementation of Project activities in the respectiveSelected Road or section thereof, and setting forth the terms and conditions for providingthem with resettlement assistance and/or compensation, as well the procedures to beapplied in the identification, assessment and mitigation of potential Project related socialimpacts, including the protocols for consultation, the processing of complaints andgrievance redressal, monitoring and reporting requirements, and the Displaced Persons'entitlement schedules; as such plans may be revised, updated or supplemented, from timeto time, with the prior written concurrence of the Bank.
33. "Resettlement Policy Framework" and the acronym "RPF" mean the Borrower'sframework, dated March 11, 2013, setting for the guiding principles, acceptable standardsand procedures for: (a) the screening of Project activities and the identification of anyDisplaced Persons and or Tribal Groups, on account of their implementation; and (b) thepreparation of their prescribed Resettlement Action Plans and Tribal Development Plans,as applicable; as such framework may be revised, updated or supplemented from time totime with the prior written concurrence of the Bank.
34. "Safeguard Documents" means, collectively, the EMF, the RPF, the EIAs, the EMPs, theSIA, the RAPs and the TDPs.
35. "Selected Road" means the stretches of the roads NHl IB, NH30A, NH60A, NH98,NHIO4, NHIO6, NH1l3, NH200, NH201, NH217, and NH234, as well as any otherroads that the Borrower and the Bank may agree from time to time, provided that allthese roads meet the criteria set out in paragraph I of Section I.C of Schedule 2 to thisAgreement.
36. "States" means any of the political subdivisions of the Borrower, acknowledged in theBorrower's States Reorganization Act of 1956; and/or subsequent complementarylegislation and treaties.
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37. "Social Impact Assessments" and the acronym "SIAs" mean, collectively, the
Borrower's: (a) the social impact assessments prepared for roads NHI IB, NH98, NHIO4,
NIH 1l3, NH200 and NH217, and disclosed in the Bank's Infoshop on July 10, 2013,
March 27, 2013, March 27, 2013, July 22, 2013, March 27, 2013'and March 28, 2013,
respectively; and (b) the social screening to be prepared pursuant to Section I.E.2 of
Schedule 2 to this Agreement, in accordance with the provisions of the RPF, in order to
assess the likely social impact of Project activities; as such assessments may be revised,
updated or supplemented from time to time with the prior written concurrence of the
Bank.
38. "Sub-Component" means each activity or set of activities within a Component,
individualized through a numbered paragraph in Schedule I to this Agreement.
39. "TPAC" means audit consulting firm(s) to be selected by the Borrower pursuant to
Section I.A.3(b) of Schedule 2 to this Agreement.
40. "Training" means the reasonable cost of trainings, seminars, workshops, conferences and
study tours, conducted in the territory of the Borrower and/or overseas, including: (a) the
fees of training institutions and courses; (b) domestic and international travel costs,
lodging costs, and subsistence/per diem allowances both for trainers and trainees; (c) the
rental of training facilities; and (d) preparation, purchase or reproduction of training
materials.
41. "Tribal Development Plans" and the acronym "TDPs" mean, collectively, the Borrower's
plan collectively, the Borrower's development plans: (a) prepared for roads NHI I B,
NIH 13, NH200 and NH217 as part of the RAPs, and disclosed at the Bank's Infoshop on
July 12, 2013, July 22, 2013, March 11, 2013, and March 11, 2013 respectively; and (b)
to be prepared pursuant to Section I.E.2 of Schedule 2 to this Agreement, in accordance
with the provisions of the RPF, setting out, in each case: (i) the measures designed to
ensure meaningful consultation with, and informed participation of, Tribal Groups and
their communities in a Project State in the design and implementation of the Project
activities in respect of a selected road, as well as; (ii) the envisioned Project benefits for
said Tribal Groups and communities which shall be/are culturally appropriate and
socially inclusive.
42. "Tribal Groups" means any distinct, vulnerable, social and cultural group within the
territory of the Borrower, that: (i) self-identifies as such and claims, and is recognized by
others as, having a distinguishable cultural identity; (ii) has collective attachment to
geographically distinct habitats or ancestral territories in the Project area, and to the
natural resources in these habitat and territories; (iii) has customary cultural, economic,
social and political institutions that are separate from those of the dominant society and
culture; and (iv) has an indigenous language, often different from the official language of
the Borrower.
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