WB Pro. Agree

8/3/2019 WB Pro. Agree

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CREDIT NUMBER 4865-BD

Project Agreement

(padma Multipurpose Bridge Project)

between

INTERNATIONAL DEVELOPMENT ASSOCIATION

and

BANGLADESH BRIDGE AUTHORITY

Dated A~..uJ 2. .e ,2011


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PROJECT AGREEMENT

AGREEMENT dated ~~ '2B , 2011, entered

into between

INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association")andBANGLADESH BRIDGE AUTHORITY ("Project Implementing Entity")("ProjectAgreement") in connection with the Financing Agreement ("FinancingAgreement") ofsame date between People's Republic of Bangladesh ("Recipient") and theAssociation.

The Association and the Project Implementing Entity hereby agree asfollows:

ARTICLE I - GENERAL CONDITIONS; DEFINITIONS

1.01. The General Conditions (as defmed in the Appendix to the

Financing

Agreement) constitute an integral part of this Agreement.

1.02. Unless the context requires otherwise, the capitalized terms used inthisAgreement have the meanings ascribed to them in the Financing

Agreement orthe General Conditions.

ARTICLE II - PROJECT

2.01. The Project Implementing Entity declares its commitment to theobjectives of theProject. To this end, the Project Implementing Entity shall carryout the Projectwith the assistance of the Cooperating Agencies in accordancewith theprovisions of Article V of the General Conditions, and shallprovide promptly asneeded, the funds, facilities, services and other resources requiredfor the Project.

2.02. Without limitation upon the provisions of Section 2.01 of thisAgreement, andexcept as the Association and the Project Implementing Entityshall otherwiseagree, the Project Implementing Entity shall carry out the Projectin accordancewith the provisions of the Schedule to this Agreement.

ARTICLE III - REPRESENTATIVE; ADDRESSES


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3.01. The Project Implementing Entity's Representative is its Executive

Director.

3.02. The Association's Address is:

International Bank for Reconstructionand Development1818 H Street,N.W.

Washington, D.C. 20433

United States of America


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Telex:

248423(MCI) or64145(MCI)

3.03. The Project Implementing Entity's Address is:

Setu BhabanNew Airport Road, BananiDhaka 1212

Facsimile:

Facsimile:

1-202-477-6391


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~VCJ

AGREED i;n fu rnlAn~~~~People's Republic of Bangladesh, as of theday and year first above written.

INTERNATIONAL DEVELOPMENT ASSOCIATION

88029888414


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By

-


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Authorized Representative

BANGLADESH BRIDGE AUTHORITY


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By


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Authorized Representative


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SCHEDULE

Execution of theProject


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Section I. Implementation Arrangements


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A. Institutional Arrangements

2. The Project Implementing Entity shall maintain, for purposes of carrying out theProject, the following organizations, each with terms of reference, staffmg and

other resources acceptable to the Association, throughout the period ofimplementation of the Project:

(a) the Project Coordination Committee chaired by the Minister of Fmanceor another person acting on his or her behalf and responsible forproviding strategic and policy guidance and inter agencycoordination;

(b) the Project Steering Committee chaired by the Secretary of the Bridges

Division and responsible for overall management decisions; and

(c) the Project Management Unit responsible for all aspects of Project

implementation.

3. The Project Implementing Entity shall maintain a Safety Review Panel composedof national and international experts to carry out safety reviews of the bridgesunder its jurisdiction (including the Jamuna and Padma Bridges), recommendsolutions, guidelines and methodologies to improve safety of such bridges and toprovide advice and supervision support during the implementation of bridgerepairs.

4. The Project Implementing Entity shall by not later than June 30, 2011, establishand thereafter maintain a Project Audit Committee, with a composition and termsof reference acceptable to the Association, and which shall meet at least twice ayear to review the Project Implementing Entity's external, internal and

operational audit reports.

4. The Project Implementing Entity shall:

(a) employ: (i) not later than June 30, 2011 construction supervisionconsultants (CSC) and; (ii) not later than September 30, 2011management support consultants (MSC), under the terms ofreferencesatisfactory to the Association;

(b) not later than December 31, 2011, establish and thereafter maintain,procurement documentation and record keeping systems,

including a


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website showing the status of procurement of various contracts and theirperformance, and a procurement complaint handling system, all in form

and substance satisfactory to the Association;

(c) not later than three (3) months prior to the completion of the Project,enter into a five (5) year contract with aninternationally reputable firm,under terms of contracting and terms of referencesatisfactory to theAssociation, for: (i) monitoring and operation andmaintenance of thePadma Bridge and associated infrastructure; and(ii) carrying out ofmajor repairs and their detailed design as guided

by the Safety ReviewPanel;

(d) (i) at least annually commencing not later than October 31, 2011 carryout with the assistance of the Safety Review Panelreview the safety ofthe bridges under BBA jurisdiction under terms ofreference satisfactoryto the Association (including the scope of in-depthreviews to be carriedout every three (3) years during Projectimplementation); and (ii) discuss

with BBA's Board and disclose to the Recipient'sCabinet of Ministers,the public and concerned stakeholders the resultsof such reviews andany recommendations that might be made by theSafety Review Panel aspart of the reviews mentioned in (d)(i) above.

B. Anti-Corruption

6. The Project Implementing Entity shall ensure that the Project is carried out inaccordance with the provisions of the Anti-Corruption Guidelines.

7. Without limitation to the provisions of paragraph 1 above, the ProjectImplementing Entity shall carry out the Governance and Accountability ActionPlan approved by the Association on January 9, 2011 in accordance with itsterms.

C. Safeguards


(a) take, with the assistance of the Cooperating Agencies, all necessaryactions to minimize, to the extent possible, anyinvoluntary loss by

persons of shelter,productive assets or access to


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productive assets orincome or means of livelihood, temporarily orpermanently, in carryingout the Project and activities described insubparagraph (b)(ii) below;


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(b) for this purpose:

(i) prior to the commencement of any relevant works under theProject implement theapplicable RAP in a mannersatisfactoryto the Association; and

(ii) whenever modifications of Project design or works would impactAffected Persons, provide,before commencing any worksrelated thereto, to theAssociation for its review, aresettlementaction plan prepared inaccordance with the principlesandprocedures set forth in theResettlement Policy Frameworkand,

thereafter, implement in amanner satisfactory to theAssociationsuch resettlement action plan asshall have been accepted by theAssociation.

9. The Project Implementing Entity in carrying out the Project shall: (a) implement,with the assistance of the Cooperating Entities. the EMP in a manner satisfactoryto the Association; (b) ensure that the Project is implemented in accordance withsound environmental practices and standards; and (c) Where applicable, shallavoid or mitigate against adverse impact on physical cultural resources.

10. The Project Implementing Entity shall, with the assistance of the CooperatingEntities:

(a) maintain policies and procedures adequate to enable them to monitor andevaluate, in accordance with guidelinesacceptable to the Association, theimplementation of the EMPs (including,measures for avoidance of ormitigation against adverse impact on physicalcultural resources), theRAPs, the Resettlement Policy Framework, andthe Charlands ImpactMonitoring and Management Framework andthe achievement of theobjectives of said plans and framework,including the engagement ofexperienced and qualified independentmonitoring experts acceptable tothe Association; and

(b) prepare, under terms of reference satisfactory to the Association, andfurnish to the Association commencing, not laterthan September 30,2011, quarterly reports, to be incorporated in the

Project Reports referred


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to in Section II.A.1 below, on the results of themonitoring andevaluation activities with respect to the EMPs,RAPs, and othercomponents of the Social Action Plan, theResettlement PolicyFramework, and the Charland ImpactMonitoring and ManagementFramework, together with any revisionsproposed to be introduced into

said plans and frameworks in order to achievetheir respective objectives.


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11. The Project Implementing Entity shall provide to the Association for its priorconcurrence any proposed modification or waiver of any EMP or RAP or theResettlement Policy Framework or the Charland Impact Monitoring andManagement Framework, and put into effect only such modification or waiver asshall have been agreed by the Association.


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Section II. Project Monitoring. Reporting and Evaluation


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A. Project Reports

12. The Project Implementing Entity shall monitor and evaluate the progress of theProject and prepare Project Reports for the Project in accordance with theprovisions of Section 5.08(b) of the General Conditions and on the basis ofindicators acceptable to the Association. Each such Project Report shall coverthe period of one (1) calendar quarter, and shall be furnished to the Associationand the Project Coordination Committee not later two (2) weeks after the end ofthe period covered by such report.

13. Without limitation to the provisions of paragraph A.l of this Section, the ProjectImplementing Entity shall:

(a) monitor the physical and financial progress of the Project,implementation of the Social Action Planand EMP, and the Projectimpact studies referred to in Part E.2 ofthe Project;

(b) analyze the data on key performance indicators on a regular basis;

(c) prepare and furnish to the Association, not later than March 30 of each

year, commencing March 30, 2011,consolidated annual reports of theprogress of the Project, and not later thanSeptember 30 of each year,commencing September 30, 2011, annualwork plans for the followingyear; and

(d) not later than October 31, 2014, carry out a mid-term review of theProject under terms of referencesatisfactory to the Association.

B. Financial Management , Financial Reports and Audits

14. The Project Implementing Entity shall maintain a fmancial management systemand prepare financial statements in accordance with consistently appliedaccounting standards acceptable to the Association, both in a manner adequate toreflect the operations and fmancial condition of the Project Implementing Entity,including the operations, resources and expenditures related to the Project.

15.


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17. Without limitation on the provisions of Paragraph A.I of this Section, the ProjectImplementing Entity shall prepare and furnish to the Association, as part of theProject Report, not later than forty-five (45) days after the end of each calendarquarter, interim unaudited financial reports for the Project covering the quarter,in form and substance satisfactory to the Association.

18. The Project Implementing Entity shall have its fmancial statements referred toabove audited by independent (external) auditors acceptable to the Association,in accordance with consistently applied auditing standards acceptable to theAssociation. Each audit of these fmancial statements shall cover the period ofone (1) fiscal year of the Project Implementing Entity and include inter alia aspecial examination of the internal controls and compliance with the agreed-uponprocurement procedures. The Project Implementing Entity shall ensure that theaudited financial statements for each period shall be: (a) furnished to theRecipient and the Association not later than six (6) months after the end of theperiod; and (b) made publicly available in a timely fashion and in a manneracceptable to the Association.

19. Unless the Association shall otherwise agree, the Project Implementing Entityshall employ independent auditors acceptable to the Association to annuallycarry out the internal audits of the Project accounts.

20. The Project Implementing Entity shall, as soon as possible but in any event notlater than before the award of civil works contracts for the main bridge or rivertraining works included in Parts A.I and 2 of the Project, or by such later date asthe Association may agree, raise the toll rates applicable to various vehiclecategories for transit in the Jamuna Bridge by an overall average of not less thanforty percent (40%) on the toll rates existing as of December 1, 2010. TheProject Implementing Entity shall promptly notify the Association of such a raiseonce it is brought into effect.


(a) no later than December 31, 2012 complete a study in accordance with amethodology and terms of referencesatisfactory to the Association on:

(i) the level and structure of tolls and other user charges to belevied on the J amunaBridge and PadmaBridge after itscompletion;alternatives forimplementation of

formula basedautomatic adjustmentsof tolls linked toinflation or otherappropriate indicatorsas well as the requiredlegal instrumentsto implement any suchadjustments; andproposals ofinstitutional reforms ofBBA as may be

advisable to strengthen


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its fmancial autonomy;and


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(ii) financial projections for the Project Implementing Entity,including future tolls and other charges;

(b) no later than June 30, 2013 based on such study, propose to the

Association for its review:

(i) the level and structure of tolls and user charges to be appliedupon opening of the Padma Bridge for traffic, which shall

generate an operating cash flow sufficient to cover debtservice requirements of the Project Implementing Entity (netof operations and maintenance expenses) and therecommended toll adjustment regime and/or institutionalreforms as the case may be; and

(ii) future toll and financial projections for the ProjectImplementing Entity; and


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(c)

Section IlL

promptly thereafter increase the tolls and take all the measures proposedunder paragraph (b)(ii) of this Section, modified as needed to take intoaccount the Association's comments thereon, in accordance with theschedule for implementation of the increases identified.

Procurement


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All goods, works and services required for the Project and to be financed out of theproceeds of the Financing shall be procured in accordance with the provisions of Sectionill of Schedule 2 to the Financing Agreement.


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Section IV. Operational and Social Safeguards Funds


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(a) not later than the start of the civil works for the main bridge or the rivertraining works included in Parts A and B of theProject:

(i) open and maintain in a commercial bank or banks, under termsand conditions satisfactory to theAssociation a fund to financeexpenditures of an emergency

nature during construction of the

Padma Bridge; and

(ii) deposit an amount equivalent to $15,000,000;

(b) gradually thereafter increase the level of the fund referred to in (a) of thisSection, to $50,000,000 equivalent; and

21.


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(c) not later than six (6) months prior to the completion of theProject establish a fund of $10,000,000equivalent to address anyoutstanding environmental andsocial/resettlement issues thatmight arise after completion of theProject and closing of theCredit.

23. The Project Implementing Entity shall not later than June 30, 2011 establish inform and substance satisfactory to the Association a grievance redressmechanism, in order to receive and expeditiously handle any stakeholders' and/orAffected Persons' complaints related to the Project.


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WB Pro. Agree