Loan Number 3885 RU
LOAN AGREEMENT
(Washington, 6.X.1995)
Agreement, dated October 6, 1995, between Russian Federation
(the Borrower) and International Bank for Reconstruction and
Development (the Bank).
Whereas: (A) the Borrower, having satisfied itself as to the
feasibility and priority of the Project described in Schedule 2 to
this Agreement, has requested the Bank to assist in the financing
of the Project;
(B) the Cities of Cherepovets, Kostroma, Nizhny Novgorod,
Novgorod, Omsk, Pskov, Rostov-on-Don, Samara, Saransk, Smolensk,
Tver, Velikie Luki, Vologda and Yekaterinburg (the Participating
Cities) manifested their intention to participate in the Project
by furnishing the Bank with Declarations of Commitment, wherein
are set forth the obligations of such Participating Cities in
connection with implementation of the Project;
(C) Part A of the Project will be carried out by the
Participating Cities with the Borrower's assistance and, as part
of such assistance, the Borrower will make available to the
Participating Cities a portion of the proceeds of the Loan as
provided in this Agreement;
(D) Part С of the Project will be carried out by Autosnabsbyt
with the Borrower's assistance and, as part of such assistance,
the Borrower will make available to Autosnabsbyt a portion of the
proceeds of the Loan as provided in this Agreement; and
Whereas the Bank has agreed, on the basis, inter alia, of the
foregoing, to extend the Loan to the Borrower upon the terms and
conditions set forth in this Agreement;
Now therefore the parties hereto hereby agree as follows:
Article I
General Conditions; Definitions
Section 1.01. The "General Conditions Applicable to Loan and
Guarantee Agreements" of the Bank, dated January 1, 1985, with the
modifications set forth below (the General Conditions) constitute
an integral part of this Agreement:
(a) The last sentence of Section 3.02 is deleted.
(b) In Section 6.02, sub-paragraph (k) is re-lettered as sub-
paragraph (l) and a new sub-paragraph (k) is added to read:
"(k) An extraordinary situation shall have arisen under
which any further withdrawals under the Loan would be
inconsistent with the provisions of Article III, Section 3 of
the Bank's Articles of Agreement."
Section 1.02. Unless the context otherwise requires, the
several terms defined in the General Conditions and in the
Preamble to this Agreement have the respective meanings therein
set forth and the following additional terms have the following
meanings:
(a) "Autosnabsbyt" means a private spare parts distribution
company established and operating under the laws of the Russian
Federation.
(b) "MOT" means the Borrower's Ministry of Transport.
(c) "Participating Cities" mean collectively the cities of
Cherepovets, Kostroma, Nizhny Novgorod, Novgorod, Omsk, Pskov,
Rostov-on-Don, Samara, Saransk, Smolensk, Tver, Velikie Luki,
Vologda and Yekaterinburg; "Participating City" means each and any
such city.
(d) "PID" means Project Implementation Directorate established
within the MOT.
(e) "Project Preparation Advance" means the project preparation
advance granted by the Bank to the Borrower pursuant to the
agreement letter dated April 25, 1995 between the Borrower and the
Bank.
(f) "Subsidiary Loan Agreements" means agreements to be entered
into between the Borrower, Oblast Governments acting as
guarantors, and Participating Cities pursuant to Section 3.01 (c)
of this Agreement, as the same may be amended from time to time,
and such term includes all schedules to the Subsidiary Loan
Agreements; "Subsidiary Loan Agreement" means each and any such
agreement.
(g) "Autosnabsbyt Subsidiary Loan Agreement" means the
agreement to be entered into between the Borrower and Autosnabsbyt
pursuant to Section 3.01 (d) of this Agreement, as the same may be
amended from time to time, and such term includes all schedules to
the Autosnabsbyt Subsidiary Loan Agreement.
(h) "Transport Companies" means collectively the companies
providing urban transport services within the administrative
boundaries of each Participating City; and which have been
selected as beneficiaries of the Project.
(i) "Special Account" means the account referred to in Section
2.02 (b) of this Agreement.
(j) "UTPCC" means Urban Transport Project Coordinating Council
established within the MOT for coordinating the Project
implementation activities.
Article II
The Loan
Section 2.01. The Bank agrees to lend to the Borrower, on the
terms and conditions set forth or referred to in the Loan
Agreement, various currencies that shall have an aggregate value
equivalent to the amount of three hundred twenty nine million
dollars (329,000,000 USD), being the sum of withdrawals of the
proceeds of the Loan, with each withdrawal valued by the Bank as
of the date of such withdrawal.
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 for expenditures made (or, if the Bank shall so
agree, to be made) in respect of the reasonable cost of goods and
services required for the Project described in Schedule 2 to this
Agreement and to be financed out of the proceeds of the Loan.
(b) Before December 31, 1995, the Borrower shall, for the
purposes of the Project, open and maintain a special deposit
account in a commercial bank, on terms and conditions satisfactory
to the Bank, including appropriate protection against set-off,
seizure or attachment. Deposits into, and payments out of, the
Special Account shall be made in accordance with the provisions of
Schedule 6 to this Agreement.
(c) Promptly after the Effective Date, the Bank shall, on
behalf of the Borrower, withdraw from the Loan Account and pay to
itself the amount required to repay the principal amount of the
Project Preparation Advance withdrawn and outstanding as of such
date and to pay all unpaid charges thereon. The unwithdrawn
balance of the authorized amount of the Project Preparation
Advance shall thereupon be cancelled.
Section 2.03. The Closing Date shall be June 30, 2001 or such
later date as the Bank shall establish. The Bank shall promptly
notify the Borrower of such later date.
Section 2.04. 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 2.05. (a) The Borrower shall pay interest on the
principal amount of the Loan withdrawn and outstanding from time
to time, at a rate for each Interest Period equal to the Cost of
Qualified Borrowings determined in respect of the preceding
Semester, plus one-half of one percent (1/2 of 1%). On each of the
dates specified in Section 2.06 of this Agreement, the Borrower
shall pay interest accrued on the principal amount outstanding
during the preceding Interest Period, calculated at the rate
applicable during such Interest Period.
(b) As soon as practicable after the end of each Semester, the
Bank shall notify the Borrower of the Cost of Qualified Borrowings
determined in respect of such Semester.
(c) For the purposes of this Section:
(i) "Interest Period" means a six-month period ending on
the date immediately preceding each date specified in
Section 2.06 of this Agreement, beginning with the Interest
Period in which this Agreement is signed
(ii) "Cost of Qualified Borrowings" means the cost, as
reasonably determined by the Bank and expressed as a
percentage per annum, of the outstanding borrowings of the
Bank drawn down after June 30, 1982, excluding such
borrowings or portions thereof as the Bank has allocated to
fund: (A) the Bank's investments; and (B) loans which may be
made by the Bank after July 1, 1989 bearing interest rates
determined otherwise than as provided in paragraph (a) of this
Section
(iii) "Semester" means the first six months or the second
six months of a calendar year.
(d) On such date as the Bank may specify by no less than six
months' notice to the Borrower, paragraphs (a), (b) and (c) (iii)
of this Section shall be amended to read as follows:
"(a) The Borrower shall pay interest on the principal amount of
the Loan withdrawn and outstanding from time to time, at a rate
for each Quarter equal to the Cost of Qualified Borrowings
determined in respect of the preceding Quarter, plus one-half of
one percent (1/2 of 1%). On each of the dates specified in Section
2.06 of this Agreement, the Borrower shall pay interest accrued on
the principal amount outstanding during the preceding Interest
Period, calculated at the rates applicable during such Interest
Period."
"(b) As soon as practicable after the end of each Quarter, the
Bank shall notify the Borrower of the Cost of Qualified Borrowings
determined in respect of such Quarter."
"(c) iii) Quarter' means a three-month period commencing on
January 1, April 1, July 1 or October 1 in a calendar year."
Section 2.06. Interest and other charges shall be payable
semiannually on May 1 and November 1 in each year.
Section 2.07. The Borrower shall repay the principal amount of
the Loan in accordance with the amortization schedule set forth in
Schedule 3 to this Agreement.
Article III
Execution of the Project
Section 3.01. (a) The Borrower declares its commitment to the
objectives of the Project as set forth in Schedule 2 to this
Agreement, and, to this end:
(i) shall carry out Part В of the Project through the MOT,
and Part С of the Project through Autosnabsbyt and MOT, with
due diligence and efficiency and in conformity with
appropriate engineering, administrative and financial
practices and shall provide, promptly as needed, the funds,
facilities, services and other resources required for such
Parts of the Project;
(ii) shall assist the Participating Cities, through the
UTPCC and PID, to carry out Part A of the Project; and
(iii) without limitation or restriction upon any of its
other obligations under the Loan Agreement, the Borrower shall
cause the Participating Cities to perform all their
obligations set forth in the Subsidiary Loan Agreements, shall
take or cause to be taken all necessary or appropriate action,
including the provision of funds, facilities, services and
other resources, to enable the Participating Cities to perform
such obligations, and shall not take or permit to be taken any
action which would prevent or interfere with such performance.
(b) Without limitation upon the provisions of paragraph (a) of
this Section, and except as the Borrower and the Bank shall
otherwise agree, the Borrower shall carry out Part B, through the
MOT, and Part С of the Project, through Autosnabsbyt and MOT, in
accordance with the Implementation Program set forth in Schedule 5
to this Agreement.
(c) The Borrower shall relend a portion of the proceeds of the
Loan to the Participating Cities under Subsidiary Loan Agreements
to be entered into between the Borrower, the Oblast Governments
acting as guarantors, and the Participating Cities, under terms
and conditions satisfactory to the Bank, including, without
limitation, the terms and conditions set forth in Schedule 7 to
this Agreement.
(d) The Borrower shall relend a portion of the proceeds of the
Loan to Autosnabsbyt under a Autosnabsbyt Subsidiary Loan
Agreement to be entered into between the Borrower and
Autosnabsbyt, under terms and conditions which shall be acceptable
to the Bank and which shall include, inter alia:
(i) one year maturity;
(ii) a floating rate up to the equivalent of 250 basis
points above the interest rate determined in accordance with
the provisions of Section 2.05 of this Agreements;
(iii) foreign exchange risk borne by Autosnabsbyt;
(iv) spare parts shall be procured in two bidding phases
of up to the equivalent of 25,000,000 USD each, provided that
contracts for purchasing of spare parts under the second phase
shall not be signed until the proceeds advanced to
Autosnabsbyt for the first phase shall have been fully repaid
to the Borrower; and
(v) Autosnabsbyt to be responsible for the sale of spare
parts provided under Part С of the Project to users on
commercial terms.
(e) The Borrower shall exercise its rights under Subsidiary
Loan Agreements and Autosnabsbyt Subsidiary Loan Agreement in such
manner as to protect the interests of the Borrower and the Bank
and to accomplish the purposes of the Loan, and, except as the
Bank shall otherwise agree, the Borrower shall not assign, amend,
abrogate or waive Subsidiary Loan Agreements and Autosnabsbyt
Subsidiary Loan Agreement or any provision thereof.
Section 3.02. Except as the Bank shall otherwise agree,
procurement of the goods and consultants' services required for
the Project and to be financed out of the proceeds of the Loan
shall be governed by the provisions of Schedule 4 to this
Agreement.
Section 3.03. without limitation upon the provisions of Article
IX of the General Conditions, the Borrower shall:
(a) prepare, on the basis of guidelines acceptable to the Bank,
and furnish to the Bank not later than six (6) months after the
Closing Date or such later date as may be agreed for this purpose
between the Borrower and the Bank, a plan for the future operation
of the Project;
(b) afford the Bank a reasonable opportunity to exchange views
with the Borrower on said plan; and
(c) thereafter, carry out said plan with due diligence and
efficiency and in accordance with appropriate practices, taking
into account the Bank's comments thereon.
Article IV
Financial Covenants
Section 4.01. (a) The Borrower shall maintain or cause its
departments or agencies or Participating Cities, responsible for
carrying out the Project or any part thereof to maintain records
and accounts adequate to reflect in accordance with sound
accounting practices the operations, resources and expenditures in
respect of the Project of the department or agencies of the
Borrower, or Participating Cities responsible for carrying out the
Project or any part thereof.
(b) The Borrower shall:
(i) have the records and accounts referred to in paragraph
(a) of this Section including those for the Special Account
for each fiscal year audited, in accordance with appropriate
auditing principles consistently applied, by independent
auditors acceptable to the Bank;
(ii) furnish to the Bank as soon as available, but in any
case not later than six months after the end of each such
year, the report of such audit by said auditors, of such scope
and in such detail as the Bank shall have reasonably
requested; and
(iii) furnish to the Bank such other information
concerning said records and accounts and the audit thereof as
the Bank shall from time to time reasonably request.
(c) For all expenditures with respect to which withdrawals from
the Loan Account were made on the basis of statements of
expenditure, the Borrower shall:
(i) maintain or cause to be maintained, in accordance with
paragraph (a) of this Section, records and accounts reflecting
such expenditures;
(ii) retain, until at least one year after the Bank has
received the audit report for the fiscal year in which the
last withdrawal from the Loan Account or payment out of the
Special Account was made, all records (contracts, orders,
invoices, bills, receipts and other documents) evidencing
such expenditures;
(iii) enable the Bank's representatives to examine such
records; and
(iv) ensure that such records and accounts are included in
the annual audit referred to in paragraph (b) of this Section
and that the report of such audit contains a separate opinion
by said auditors as to whether the statements of expenditure
submitted during such fiscal year, together with the
procedures and internal controls involved in their
preparation, can be relied upon to support the related
withdrawals.
Article V
Remedies of the Bank
Section 5.01. Pursuant to Section 6.02 (l) of the General
Conditions, the following additional event is specified, namely,
that as a result of events which have occurred after the date of
the Loan Agreement, an extraordinary situation shall have arisen
which shall make it improbable that the Participating Cities will
be able to perform its obligations under the Subsidiary Loan
Agreements.
Section 5.02. Pursuant to Section 7.01 (h) of the General
Conditions, the following additional event is specified, namely,
that the event specified in Section 5.01 of this Agreement shall
occur.
Article VI
Effective Date; Termination
Section 6.01. The following events are specified as additional
conditions to the effectiveness of the Loan Agreement within the
meaning of Section 12.01 (c) of the General Conditions:
(a) the Subsidiary Loan Agreements have been executed and
become effective in accordance with their respective terms with
respect to at least five Participating Cities; and
(b) the Borrower shall have signed a contract with a firm or
firms to provide project management and procurement services to
PID.
Section 6.02. The date ninety (90) days after the date of this
Agreement is hereby specified for the purposes of Section 12.04 of
the General Conditions.
Article VII
Representatives of the Borrower; Addresses
Section 7.01. The Minister of Finance or the Deputy Minister of
Finance of the Borrower is designated as representative of the
Borrower for the purposes of Section 11.03 of the General
Conditions.
Section 7.02. The following addresses are specified for the
purposes of Section 11.01 of the General Conditions:
For the Borrower:
Ministry of Finance
Ul. Ilyinka. 9
103097 Moscow
Russian Federation
Telex:
112008
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 248423 (RCA)
Washington, D.C. 82987 (FTCC)
64145 (WUI) or
197688 (TRT)
In witness whereof, the parties hereto, acting through their
duly authorized representatives, have caused this Agreement to be
signed in their respective names in the District of Columbia,
United States of America, as of the day and year first above
written.
SCHEDULE 1
WITHDRAWAL OF THE PROCEEDS OF THE LOAN
1. The table below sets forth the Categories of items to be
financed out of the proceeds of the Loan, the allocation of the
amounts of the Loan to each Category and the percentage of
expenditures for items so to be financed in each Category:
--------------------------T------------------T--------------------¬
¦ Category ¦ Amount of the ¦ % of ¦
¦ ¦ Loan Allocated ¦ Expenditures ¦
¦ ¦ (Expressed in ¦ to be Financed ¦
¦ ¦ Dollar ¦ ¦
¦ ¦ Equivalent) ¦ ¦
+-------------------------+------------------+--------------------¦
¦(1) Equipment ¦ ¦100% of foreign ¦
¦ (and associated ¦ ¦expenditures, 100% ¦
¦ services), materials ¦ ¦of local ¦
¦ and supplies ¦ ¦expenditures ¦
¦ ¦ ¦(ex-factory) cost) ¦
¦ ¦ ¦and 85% of local ¦
¦ ¦ ¦expenditures for ¦
¦ ¦ ¦other items ¦
¦ ¦ ¦procured locally ¦
¦(a) for Part A ¦ 266,200,000 ¦ ¦
¦ of the Project ¦ ¦ ¦
¦(b) for Part В ¦ 1,700,000 ¦ ¦
¦ of the Project ¦ ¦ ¦
¦(c) for Part С ¦ 50,000,000 ¦ ¦
¦ of the Project ¦ ¦ ¦
¦ ¦ ¦ ¦
¦(2) Technical assistance,¦ ¦100% ¦
¦ studies and training ¦ ¦ ¦
¦(a) for Part A (5) of the¦ 6,250,000 ¦ ¦
¦ Project ¦ ¦ ¦
¦(b) Others ¦ 4,100,000 ¦ ¦
¦(3) Refunding of Project ¦ 750,000 ¦Amount due ¦
¦ Preparation Advance ¦ ¦pursuant to ¦
¦ ¦ ¦Section 2.02 (c) ¦
¦ ¦ ¦of this Agreement ¦
+-------------------------+------------------+--------------------+
¦ TOTAL ¦ 329,000,000 ¦ ¦
L-------------------------+------------------+---------------------
2. For the purposes of this Schedule:
(a) the term "foreign expenditures" means expenditures in the
currency of any country other than that of the Borrower for goods
or services supplied from the territory of any country other than
that of the Borrower; and
(b) the term "local expenditures" means expenditures in the
currency of the Borrower or for goods or services supplied from
the territory of the Borrower.
3. Notwithstanding the provisions of paragraph 1 above, no
withdrawals shall be made in respect of:
(a) any payments made for expenditures prior to the date of
this Agreement, except that withdrawals, in an aggregate amount
not to exceed 1,500,000 USD, may be made in respect of Categories
(1) (b) and (2) (b) on account of payments made for expenditures
before that date but after April 15, 1995;
(b) any payments made for expenditures under Categories (1) (a)
and (2) (a) to a Participating City unless the Subsidiary Loan
Agreement between the Borrower and such Participating City has
become effective, and
(c) any payments made for expenditures under Category (1) (c)
unless the Autosnabsbyt Subsidiary Loan Agreement has been duly
signed between the Borrower and Autosnabsbyt and an opinion of
counsel acceptable to the Bank, confirming that it is legally
binding upon Autosnabsbyt, has been furnished to the Bank.
4. The Bank may require withdrawals from the Loan Account to be
made on the basis of statements of expenditure for expenditures
under contracts for goods and services not exceeding 50,000 USD
equivalent, under such terms and conditions as the Bank shall
specify by notice to the Borrower.
SCHEDULE 2
DESCRIPTION OF THE PROJECT
The objectives of the Project are:
(i) to preserve essential urban transport capacities in the
Participating Cities by linking financing of urgently needed
replacement vehicles and spare parts to the implementation of
reforms,
(ii) to strengthen the Participating Cities' urban transport
sector institutions so as to improve the efficiency of passenger
transport operations;
(iii) to arrest the decline of urban transport services in
cities throughout Russia through the provision of urgently needed
spare parts for transport vehicles; and
(iv) to provide restructuring advice for the domestic bus
industry.
The Project consists of the following parts, subject to such
modifications thereof as the Borrower and the Bank may agree upon
from time to time to achieve such objectives:
Part A
Assistance for Participating Cities <*>
(1) Bus and trolleybus fleet replacement in the Participating
Cities, including provision of about 1,500 diesel fueled buses,
and 272 trolleybuses, all with technical specifications acceptable
to the Bank.
--------------------------------
<*> The number of vehicles and the amount of other equipment
and technical assistance to be distributed between the
Participating Cities in accordance with the Annex to this
Schedule.
(2) Rehabilitation of about 1000 buses, 330 trolleybuses, and
375 trams;
(3) Provision of workshop, computers and other equipment for
urban transport companies;
(4) Provision of fare collection system for the City of
Vologda; and
(5) Technical assistance and training program to:
(i) assist the procurement and administration of the
Project;
(ii) assist the Transport Companies to implement the
vehicle rehabilitation program; and
(iii) assist the Participating Cities and their Transport
Companies to implement the agreed upon reform programs and
improve operational performance.
Part B
Assistance to MOT
(1) Provision of technical assistance to help develop a private
sector strategy for a domestic urban transport vehicle
manufacturing industry;
(2) Provision of technical assistance and training to assist
MOT to develop an overall strategy for the urban transport sector
and replicate the Project's policy reforms in other cities;
(3) Assistance in preparing and expanding urban transport
reform to other Russian cities;
(4) Provision of 10 natural gas fueled buses with technical
specifications acceptable to the Bank; and
(5) Provision of equipment, materials and supplies to PID.
Part С: National Spare Parts Program
Provision of spare parts for buses, trolleybuses and trams for
cities throughout the Russian Federation.
* * *
The Project is expected to be completed by December 31, 2000.
TECHNICAL DESCRIPTION OF PART A OF THE PROJECT
---------------T-----------------------------T---------------------------------T----------T-----------------¬
¦ City ¦ Part A (l) ¦ Part A (2) ¦Part A (3)¦ Part A (5) ¦
¦ +-------T------------T--------+-----T------------T-----T--------+----------+--------T--------+
¦ ¦ Buses ¦Trolleybuses¦ Base ¦Buses¦Trolleybuses¦Trams¦ Base ¦Equipment ¦ TA/ ¦ Total ¦
¦ ¦ ¦ ¦ Cost ¦ ¦ ¦ ¦ Cost ¦ ¦Training¦ Amount ¦
¦ ¦ ¦ ¦(US USD ¦ ¦ ¦ ¦(US USD ¦ ¦ ¦ of ¦
¦ ¦ ¦ ¦million)¦ ¦ ¦ ¦million)¦ ¦ ¦Sub-Loan¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Cherepovets ¦ 50 ¦ - ¦ 7.30 ¦ 88 ¦ - ¦ - ¦ 1.38 ¦ 0.29 ¦ 0.22 ¦ 9.19 ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Kostroma ¦ 91 ¦ - ¦ 11.63 ¦ 48 ¦ 25 ¦ - ¦ 0.91 ¦ 0.70 ¦ 0.32 ¦ 13.56 ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Nizhniy ¦ - ¦ 100 ¦ 9.30 ¦ - ¦ 36 ¦ 120 ¦ 5.20 ¦ 0.40 ¦ 0.36 ¦ 15.26 ¦
¦Novgorod ¦ ¦ ¦ ¦ ¦ ¦ ¦ ¦ ¦ ¦ ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Novgorod ¦ 80 ¦ 10 ¦ 11.86 ¦ 40 ¦ - ¦ - ¦ 0.83 ¦ 0.40 ¦ 0.32 ¦ 13.40 ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Omsk ¦300 ¦ - ¦ 38.40 ¦ 170 ¦ 36 ¦ - ¦ 2.19 ¦ 1.00 ¦ 1.02 ¦ 42.60 ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Pskov ¦ 75 ¦ - ¦ 10.65 ¦ 15 ¦ - ¦ - ¦ 0.33 ¦ 0.16 ¦ 0.27 ¦ 11.41 ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Rostov-on-Don ¦169 ¦ 84 ¦ 29.26 ¦ 240 ¦ 50 ¦ 50 ¦ 5.72 ¦ 1.09 ¦ 0.88 ¦ 36.95 ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Samara ¦192 ¦ - ¦ 25.25 ¦ 153 ¦ 60 ¦ 100 ¦ 6.70 ¦ 0.60 ¦ 0.80 ¦ 33.34 ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Saransk ¦ 70 ¦ 50 ¦ 13.89 ¦ 24 ¦ 60 ¦ - ¦ 1.19 ¦ 0.50 ¦ 0.38 ¦ 15.96 ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Smolensk ¦ 80 ¦ - ¦ 9.96 ¦ 37 ¦ - ¦ - ¦ 0.75 ¦ 0.40 ¦ 0.27 ¦ 11.39 ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Tver ¦ 34 ¦ - ¦ 4.51 ¦ 20 ¦ - ¦ 45 ¦ 2.24 ¦ 0.30 ¦ 0.17 ¦ 7.22 ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Velikie Luki ¦ 34 ¦ - ¦ 4.88 ¦ 12 ¦ - ¦ - ¦ 0.24 ¦ 0.13 ¦ 0.13 ¦ 5.38 ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Vologda <*> ¦ 46 ¦ 28 ¦ 7.85 ¦ 60 ¦ 60 ¦ - ¦ 1.51 ¦ 1.50 ¦ 0.27 ¦ 11.13 ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Yekaterinburg ¦280 ¦ - ¦ 38.98 ¦ 90 ¦ - ¦ 65 ¦ 4.40 ¦ 1.21 ¦ 1.09 ¦ 45.68 ¦
+--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
¦Subtotal ¦ 1.501¦ 272 ¦ 223.71 ¦ 997 ¦ 327 ¦ 380 ¦ 33.58 ¦ 8.68 ¦ 6.50 ¦ 272.47 ¦
¦project cities¦ ¦ ¦ ¦ ¦ ¦ ¦ ¦ ¦ ¦ ¦
L--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+---------
--------------------------------
<*> Sub-Loan for the City of Vologda also includes an amount of
1,000,000 USD allocated for provision of fare collection system
(Part A(4) of the Project).
SCHEDULE 3
AMORTIZATION SCHEDULE
--------------------------------T--------------------------------¬
¦ Date Payment Due ¦ Payment of Principal ¦
¦ ¦ (expressed in dollars) <*> ¦
+-------------------------------+--------------------------------¦
¦On each May 1 and November 1 ¦ ¦
¦ beginning November 1, 2000 ¦ ¦
¦ through November 1, 2011 ¦ 13,710,000 ¦
¦And on May 1, 2012 ¦ 13,670,000 ¦
L-------------------------------+---------------------------------
--------------------------------
<*> The figures in this column represent dollar equivalents
determined as of the respective dates of withdrawal. See General
Conditions, Sections 3.04 and 4.03.
PREMIUMS ON PREPAYMENT
Pursuant to Section 3.04 (b) of the General Conditions", the
premium payable on the principal amount of any maturity of the
Loan to be prepaid shall be the percentage specified for the
applicable time of prepayment below:
-------------------------------T----------------------------------¬
¦ Time of Prepayment ¦ Premium ¦
+------------------------------+----------------------------------+
¦ ¦The interest rate (expressed as a ¦
¦ ¦percentage per annum) applicable ¦
¦ ¦to the Loan on the day of ¦
¦ ¦prepayment multiplied by: ¦
¦Not more than three years ¦ 0.18 ¦
¦ before maturity ¦ ¦
¦More than three years but ¦ 0.35 ¦
¦ not more than six years ¦ ¦
¦ before maturity ¦ ¦
¦More than six years but ¦ 0.65 ¦
¦ not more than 11 years ¦ ¦
¦ before maturity ¦ ¦
¦More than 11 years but not ¦ 0.88 ¦
¦ more than 15 years ¦ ¦
¦ before maturity ¦ ¦
¦More than 15 years before ¦ 1.00 ¦
¦ maturity ¦ ¦
L------------------------------+-----------------------------------
SCHEDULE 4
PROCUREMENT AND CONSULTANTS' SERVICES
Section I. PROCUREMENT OF GOODS
Part A
General
Goods shall be procured in accordance with the provisions of
Section I of the "Guidelines for Procurement under IBRD Loans and
IDA Credits" published by the Bank in January 1995 (the
Guidelines) and the following provisions of this Section as
applicable.
Part В
International Competitive Bidding
1. Except as otherwise provided in Part С of this Section,
goods shall be procured under contracts awarded in accordance with
the provisions of Section II of the Guidelines and paragraph 5 of
Appendix 1 thereto.
2. The following provisions shall apply to goods to be procured
under contracts awarded in accordance with the provisions of
paragraph l of this Part B.
(a) Grouping of Contracts
Contracts for Part С of the Project shall be procured in two
procurement groups, each group estimated to cost the equivalent of
25,000,000 USD. No bids shall be invited for the second
procurement group until the condition of the Autosnabsbyt
Subsidiary Loan Agreement referred to in Section 3.01 (d) , (iv)
of this Agreement shall have been fulfilled.
(b) Preference for domestically manufactured goods
The provisions of paragraphs 2.54 and 2.55 of the Guidelines
and Appendix 2 thereto shall apply to goods manufactured in the
territory of the Borrower.
Part C
Other Procurement Procedures
1. Limited International Bidding
Goods, which the Bank agrees can only be purchased from a
limited number of suppliers, up to an aggregate amount equivalent
to 22,000,000 USD, may be procured under contracts awarded in
accordance with the provisions of paragraph 3.2 of the Guidelines.
2. International Shopping
Goods estimated to cost the equivalent of 300,000 USD or less
per contract, and 10,000,000 USD equivalent in aggregate, may be
procured under contracts awarded on the basis of international
shopping procedures in accordance with the provisions of paragraph
3.6 of the Guidelines.
3. National Shopping
Goods estimated to cost the equivalent of 50,000 USD or less
per contract, and 6,100,000 USD equivalent in the aggregate, may
be procured under contracts awarded on the basis of national
shopping procedures in accordance with the provisions of
paragraphs 3.5 and 3.6 of the Guidelines.
4. Direct Contracting
Goods, which are of proprietary nature and costing 1,900,000
USD equivalent in the aggregate, may, with the Bank's prior
agreement, be procured in accordance with the provisions of
paragraph 3.7 of the Guidelines.
Part D
Review bv the Bank of Procurement Decisions
1. Procurement Planning
Prior to the issuance of any invitations to prequalify for
bidding or to bid for contracts, the proposed procurement plan for
the Project shall be furnished to the Bank for its review and
approval, in accordance with the provisions of paragraph 1 of
Appendix 1 to the Guidelines. Procurement of all goods shall be
undertaken in accordance with such procurement plan as shall have
beer, approved by the Bank, and with the provisions of said
paragraph 1.
2. Prior Review
With respect to:
(i) all contracts for goods awarded in accordance with
procedures under Part B; and
(ii) all contracts awarded in accordance with procedures
under Parts C.1 and C.4, the procedures set forth in
paragraphs 2 and 3 of Appendix 1 to the Guidelines shall
apply.
3. Post Review
With respect to each contract not governed by paragraph 2 of
this Part, the procedures set forth in paragraph 4 of Appendix 1
to the Guidelines shall apply.
4. Paragraph 3 of Appendix 1 to the Guidelines shall be
modified to the effect that the figure of 20% is hereby specified
for purposes of said paragraph.
Section II. EMPLOYMENT OF CONSULTANTS
1. Consultants's services shall be procured under contracts
awarded in accordance with the provisions of the "Guidelines for
the Use of Consultants by World Bank Borrowers and by the World
Bank as Executing Agency" published by the Bank in August 1981
(the Consultant Guidelines). For complex, time-based assignments,
the Borrower shall employ such consultants under contracts using
the standard form of contract for consultants' services issued by
the Bank, with such modifications thereto as shall have been
agreed by the Bank. Where no relevant standard contract documents
have been issued by the Bank, other standard forms acceptable to
the Bank shall be used.
2. Notwithstanding the provisions of paragraph 1 of this
Section, the provisions of the Consultant Guidelines requiring
prior Bank review or approval of budgets, short lists, selection
procedures, letters of invitation, proposals, evaluation reports
and contracts shall not apply to: (a) contracts for the employment
of consulting firms estimated to cost less than 100,000 USD
equivalent each, or (b) contracts for the employment of individual
consultants estimated to cost less than 50,000 USD equivalent
each. However, said exception to prior Bank review shall not apply
to: (a) the terms of reference for such contracts, b) single
source selection of consulting firms, (c) to assignments of a
critical nature, as reasonably determined by the Bank, (d) to
amendments to contracts for the employment of consulting firms
raising the contract value to 100,000 USD equivalent or above, or
(e) amendments to contracts for the employment of individual
consultants raising the contract value to 50,000 USD.
SCHEDULE 5
IMPLEMENTATION PROGRAM
1. The Borrower shall maintain the UTPCC within the MOT which
shall be responsible for Project policy decisions and coordination
with the Participating Cities.
2. The Borrower shall maintain PID within the MOT which shall
be headed by the Project Director whose qualifications and
experience shall be satisfactory to the Bank; and which shall be
staffed and shall operate in accordance with the guidelines agreed
between the Borrower and the Bank. The PID shall take overall
responsibility for the project implementation.
3. The Borrower shall:
(a) maintain policies and procedures adequate to enable it to
monitor and evaluate on an ongoing basis, in accordance with
indicators satisfactory to the Bank, the carrying out of the
Project and the achievement of the objectives thereof; and
(b) not later than November 1, 1996, shall review with the Bank
the progress made in the implementation of the Project, and shall
take all necessary measures to execute the actions identified and
agreed upon between the Bank and the Borrower during such review.
4. The Borrower shall trace and assess the effect of fare
exemptions for passengers of the urban transport companies on the
financial viability of urban transport companies, and, based on
the results of such assessment, shall undertake measures,
including those at the federal level, aimed at reducing exemptions
and increasing the cost recovery ratio of urban transport
companies.
SCHEDULE 6
SPECIAL ACCOUNT
1. For the purposes of this Schedule:
(a) the term "eligible Categories" means Categories (1) and (2)
set forth in the table in paragraph l of Schedule l to this
Agreement;
(b) the term "Authorized Allocation" means an amount equivalent
to 3,000,000 USD to be withdrawn from the Loan Account and
deposited into the Special Accounts pursuant to paragraph 3 (a) of
this Schedule, provided, however, that unless the Bank shall
otherwise agree, the Authorized Allocation shall be limited to an
amount equivalent to 500,000 USD until the aggregate amount of all
withdrawals from the Loan Account plus the total amount of all
outstanding special commitments entered into by the Bank pursuant
to Section 5.02 of the General Conditions shall be equal to or
exceed the equivalent of 10,000,000 USD.
2. Payments out of the Special Account shall be made
exclusively for eligible expenditures in accordance with the
provisions of this Schedule.
3. After the Bank has received evidence satisfactory to it that
the Special Account has been duly opened, withdrawals of the
Authorized Allocation and subsequent withdrawals to replenish the
Special Account shall be made as follows:
(a) For withdrawals of the Authorized Allocation, the Borrower
shall furnish to the Bank a request or requests for deposit into
Special Account of an amount or amounts determined by the Bank to
be required to pay for eligible expenditures during the four
months following the date of each such request, which amount shall
not exceed the aggregate amount of the Authorized Allocation. On
the basis of such request or requests, the Bank shall, on behalf
of the Borrower, withdraw from the Loan Account and deposit into
the Special Account such amount or amounts as the Bank shall have
determined to be so required.
(b) (i) For replenishment of the Special Account, the
Borrower shall furnish to the Bank requests for deposits into
the Special Account at such intervals as the Bank shall
specify.
(ii) Prior to or at the time of each such request, the
Borrower shall furnish to the Bank the documents and other
evidence required pursuant to paragraph 4 of this Schedule for
the payment or payments in respect of which replenishment is
requested. On the basis of each such request, the Bank shall,
on behalf of the Borrower, withdraw from the Loan Account and
deposit into the Special Accounts such amount as the Borrower
shall have requested and as shall have been shown by said
documents and other evidence to have been paid out of the
Special Account for eligible expenditures.
All such deposits shall be withdrawn by the Bank from the Loan
Account under the respective eligible Categories, and in the
respective equivalent amounts, as shall have been justified by
said documents and other evidence.
4. For each payment made by the Borrower out of the Special
Account, the Borrower shall, at such time as the Bank shall
reasonably request, furnish to the Bank such documents and other
evidence showing that such payment was made exclusively for
eligible expenditures.
5. Notwithstanding the provisions of paragraph 3 of this
Schedule, the Bank shall not be required to make further deposits
into the Special Account:
(a) if, at any time, the Bank shall have determined that all
further withdrawals should be made by the Borrower directly from
the Loan Account in accordance with the provisions of Article V of
the General Conditions and paragraph (a) of Section 2.02 of this
Agreement;
(b) if the Borrower shall have failed to furnish to the Bank,
within the period of time specified in Section 4.01 (b) (ii) of
this Agreement, any of the audit reports required to be furnished
to the Bank pursuant to said Section in respect of the audit of
the records and accounts for the Special Account;
(c) if, at any time, the Bank shall have notified the Borrower
of its intention to suspend in whole or in part the right of the
Borrower to make withdrawals from the Loan Account pursuant to the
provisions of Section 6.02 of the General Conditions; or
(d) once the total unwithdrawn amount of the Loan allocated to
the eligible categories, less the amount of any outstanding
special commitment entered into by the Bank pursuant to section
5.02 of the General Conditions with respect to the Project, shall
be equal the equivalent of twice the amount of the Authorized
Allocation.
Thereafter, withdrawal from the Loan account of the remaining
unwithdrawn amount of the Loan allocated to the eligible
Categories shall follow such procedures as the Bank shall specify
by the notice to the Borrower. Such further withdrawals shall be
made only after and to the extent that the Bank shall have been
satisfied that all such amounts remaining on deposit in the
Special Account as of the date of such notice will be utilized in
making payments for eligible expenditures.
6. (a) If the Bank shall have determined at any time that any
payment out of the Special Account:
(i) was made for an expenditure or in an amount not
eligible pursuant to paragraph 2 of this Schedule; or
(ii) was not justified by the evidence furnished to the
Bank, the Borrower shall, promptly upon notice from the Bank:
(A) provide such additional evidence as the Bank may request;
or (B) deposit into the Special Account (or, if the Bank
shall so request, refund to the Bank) an amount equal to the
amount of such payment or the portion thereof not so eligible
or justified. Unless the Bank shall otherwise agree, no
further deposit by the Bank into the Special Account shall be
made until the Borrower has provided such evidence or made
such deposit or refund, as the case may be.
(b) If the Bank shall have determined at any time that any
amount outstanding in the Special Account will not be required to
cover further payments for eligible expenditures, the Borrower
shall, promptly upon notice from the Bank, refund to the Bank such
outstanding amount.
(c) The Borrower may, upon notice to the Bank, refund to the
Bank all or any portion of the funds on deposit in the Special
Account.
(d) Refunds to the Bank made pursuant to paragraphs 6 (a), (b)
and (c) of this Schedule shall be credited to the Loan Account for
subsequent withdrawal or for cancellation in accordance with the
relevant provisions of this Agreement, including the General
Conditions.
SCHEDULE 7
PRINCIPAL TERMS
AND CONDITIONS OF SUBSIDIARY LOAN AGREEMENT'S
The following terms and conditions shall apply for purposes of
the Subsidiary Loan Agreements entered into pursuant to Section
3.02 (b) of this Agreement:
Part A
Terms
1. The principal amount of each sub-loan to a Participating
City (the Participating City Sub-Loan) shall be denominated and be
the equivalent in dollars (determined as of the date or respective
dates of withdrawal from the Loan Account or payment out of the
Special Account) of the value of the currency or currencies so
withdrawn or paid on account of goods or services financed out of
the proceeds of the Loan.
2. The Participating City shall pay interest on the principal
amount of the Participating City Sub-Loan withdrawn and
outstanding from time to time, at a floating rate up to the
equivalent of 200 basis points above the interest rate determined
in accordance with the provisions of Section 2.05 of this
Agreement.
3. The amount of the Participating City Sub-Loan shall be
repaid by the Participating City over a term of fifteen (15)
years, inclusive of a grace period of five (5) years.
Part В
Obligations to Carry Out the Project Activities
1. The Participating City shall declare its commitment to the
objectives of the Project as set forth in Schedule 2 to the Loan
Agreement, and, to this end, shall carry out, with the Borrower's
assistance, the activities related to the Participating City as
described in Part A of the Project with due diligence and
efficiency and in conformity with appropriate administrative,
financial and engineering practices, and shall provide, or cause
to be provided, promptly as needed, the funds, facilities,
services and other resources required for Part A of the Project.
2. The Participating City shall duly perform all its
obligations under the Subsidiary Loan Agreement. Except as the
Bank shall otherwise agree, the Participating City shall not take
or concur in any action which would have the effect of amending,
abrogating, assigning or waiving the Subsidiary Loan Agreement or
any provision thereof.
3. (a) The Participating City shall, at the request of the
Bank, exchange views with the Bank with regard to the progress of
Part A of the Project, the performance of its obligations under
this Agreement and under the Subsidiary Loan Agreement, and other
matters relating to the purposes of the Loan.
(b) The Participating City shall promptly inform the Bank of
any condition which interferes or threatens to interfere with the
progress of Part A of the Project, the accomplishment of the
purposes of the Loan, or the performance by the Participating City
of its obligations under the Subsidiary Loan Agreement.
Part С
Financial Covenants
1. (a) The Participating City shall maintain or cause to be
maintained records and accounts adequate to reflect in accordance
with sound accounting practices the operations, resources and
expenditures in respect of Part A of the Project of the
departments or agencies of the Participating City responsible for
carrying out Part A of the Project.
(b) The Participating City shall:
(i) have the records and accounts referred to in
paragraph (a) of this Section for each fiscal year;
(ii) furnish to the Bank and to the Borrower as soon as
available, but in any case not later than six months after the
end of each such year, the reports containing records and
accounts referred to in paragraph (a) of this Section, of such
scope and in such detail as the Bank shall have reasonably
requested; and
(iii) furnish to the Bank and to the Borrower such other
information concerning said records and accounts as the Bank
shall from time to time reasonably request.
2. (a) Except as the Bank shall otherwise agree, the
Participating City shall cause the transport companies to achieve
and maintain a ratio of total revenues to its total operating
expenses of not lower than 35 per cent by December 1, 1995; and 40
percent by March 31, 1996.
(b) For the purposes of this Section:
(i) The term "total revenues" means revenues from all
sources related to operations, but excluding subsidies,
received by the transport companies during the preceding six
months.
(ii) The term "total operating expenses" means all
expenses related to operations, including administration,
adequate maintenance, taxes and payments in lieu of taxes
payments, but excluding provision for depreciation, other
non-cash operating charges and interest and other charges on
debt, incurred by the transport companies during the preceding
six months, and adjusted for inflation.
Part D
Implementation Conditions
1. Not later than June 1, 1995, the Participating City shall
appoint the Project Manager with such qualifications and
experience satisfactory to the Bank, who shall be responsible for
administration of the activities to be carried out under part A of
the Project and coordination with the Borrower's implementing
agencies.
2. The Participating City shall cooperate fully with the MOT as
an executing agency to ensure that the purposes of the Project
will be accomplished. For this purpose, the Participating City
shall nominate its representative to the UTPCC as defined in
Section 1.02 (j) of this Agreement.
3. Not later than June 30, 1997, the Participating City shall
carry out a financial and economic review of its transport system
to determine the least cost mode and the least cost type of
vehicles within each mode.
4. The Participating City shall inform the Bank about any
investment project for its transport system which significantly
affects the financial situation of the Participating City, and
shall inform the Bank of the results of relevant feasibility
studies in order to enable the Bank to provide its opinion
regarding the project.
5. Not later than June 1, 1996, the Participating City shall
adopt an action plan, reviewed by PID and agreed with the Bank, to
introduce contractual arrangements aiming at improving the
operating efficiencies of transport companies, reducing their
costs and overall level of subsidies.
6. Not later than December 31, 1995, the Participating City
shall complete divestiture of city bus operations from inter-city
bus operations.
7. The Participating City shall take all the necessary measures
to support provision of transport services by private individuals
or companies, to encourage wider provision of urban transport
services.
8. Not later than September 1, 1996, the Participating City
shall prepare plans for entering into contractual arrangements
with entities other than transport companies to provide urban
transport services or auxiliary services.
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