Selanjutnya
A y6.r
A.I.D. Loan No. 497-H-027
I, 0 A N
(Indonesia:
A G R E E ME N T
Project Development Loan)
BEI'WEEN THE
GOVERNMENT OF THE REPUBLIC OF IlIDONESIA
AND THE
GOVERNMENT OF THE UNrrED STATES OF AMERICA
,,
'
-·.
TABLE OF CONTENTS
Section Number
ARTICLE I
SECTION 1 . 1
SECTION 1.2
ARTICLE II
SECTION
SECTION
SECTION
SECTI ON
2 .1
2.2
2.3
2.4
ARTICLE III
SECTION 3 .1
SECTION 3 . 2
SECTION 3.3
SECTION 3.4
ARTICLE r:v
SECTION 4 .1
SECTION 4 . 2
SECTION 4 . 3
ARTICLE V
c
SECTION 5 .1
SECTION 5 .2
ARTI CLE VI
SECTION 6.1
SECTION 6 .2
SECTION 6 . 3
SEC'r ION 6 . 4
The Loan
1
The Loan
The Project
1
Borrower Repayment Terms and Interest
2
Interest
Repayment
Application and Place of Payment
Prepayment
2
2
2
Conditions Precedent
3
Conditions Precedent to Initial Financing
Specific Conditions Precedent to
Financing Each Activity
Terminal Dates for Fulfillment of
Conditions Precedent to Disbursement
Notification of Meeting of Conditions
Precedent to Disbursement
3
Disbursements
6
Requests for Letters of Comm.itment
Other Forms of Disbursement
Terminal Date for Requests for Commitment
Documents and for Disbursements
6
6
1
3
4
5
5
6
Reimbursement from Revenue-Producing
Projects
7
Reimbursement
Rate of Exchange
7
Particular Covenants and Warranties
8
Execution of the Project
Funds and Resources to be Provided
by Borrower
Continuing Consultation
Availability of Completed Studies
8
i
7
8
8
8
Section Hrmiber
ARTI CLE VII
SECTION '1.l
SECTION 7 .2
SECTION 7 . 3
SECTION '7 Ｉｾ＠
SECTION 7. 5
SECTION 7 .6
SECTION 7.7
SECTION '7 .8
SECT ION '(. 9
ARTICLE VIII
SECTI ON
SECTI ON
SECTION
SECTION
SECTION
SECTION
8.1
8.2
8.3
8.4
8 .5
8.6
SECTION 8 . 7
SECTION 8.8
SECTION 8.9
ARTICLE IX
SECTION 9. 1
SECTION 9. 2
SECTION 9.3
SECTION 9. 4
SECTION 9 .5
ARTICLE X
SEC'l'ION 10 .1
SECTION 10 . 2
SECTION 10.3
General Covenants, Warrant ies
and Agreements
9
Ut ilizati on of Goods and Services
In.format ion ai.1d Marking
Notice of Material Developments
Inspections
Taxes and Duties
Commissions, Fees and Other Payments
Renegotiat ion of Terms
Maintenance and Audit of Records
Report s
10
Covenants Concerning Procurement
13
Procurement Source and Origin
Date of Procurement
Port Charges
Small Busines s Notification
Ocean Shipment
Mar ine Insura.11ce
E.rqployment of Contract Per sonnel
United States Government Excess Property
Plans, Speci:fications and Contracts
13
14
Remedi es or A.I.D.
17
E.'vents of Default; Acceleration
Termination or Disbursements ; Transfer
of Goods to A.I.D.
Refunds
Waivers
Expen ses of Collection
17
Miscellaneous
20
Designation of Representatives
Implementation Letters
Connnunications
20
ii
9
9
9
10
11
11
12
13
14
14
14
15
15
16
17
18
19
20
20
21
21
LOAN AGREEMENT
LOAN AGREEMENT dated
ｎｯｶ･ｮＬｾ＠
3; 1971
between the
GOVERNMENT OF JNDONESIA ("Borrower") and t he UNrrED STATES OF
AMERICA ("United States 11 ) acting through the AGENCY FOR Jlfl'ERNATIONAL
:DEVELOPMENT ("A . I . D. II )
:
ARTI CLE I
The
SECTION 1.l.
The
ｉＮ ｯ ｾＢｬＮ＠
Loan
A.I. D. agrees to lend to the Borrower
pursuant to the Foreign Assistance Act of 1961, as a.mended, an amount
up to Five Million United States Dollars ($5 ,000,000) ("Loan") to
assist the Borrower in carrying out the Project defined in Section 1 .2.
The Loan shall be used exclusively to finance the reasonable foreign
exchange costs of goods and services required for the Project.
Goods
and servi ces financed hereunder are hereinafter referred t o as "Eligible
Items," and the aggregate a.motmt of disbursements under the Loan is
hereinafter referred to as "Principal."
SECTI ON 1.2.
Project.
ｾｨ･＠
performance of technical
｡Ｎｾ､＠
The "Project" shall mean the
economic feasibility studies, engineering
and design and ot her capital project related activities in Indonesia.
All a ctivities a.re to be mutually agreed upon by Borrower and A.I.D.
r
l.
Activities may be in the public and private sectors of the Indonesian
economy, and activities may be directed in the public sector to both
revenue and non-revenue-pr oducing proj ects.
- 2 -
.ARTICLE II
Borrower Repayment Terms and Interest
SECTION 2.1.
Interest.
Borrower shall pay semi-annually to
A.I.D. in dollars on the unrepaid Principal, interest which shall
accrue from the date of the respective disbursements hereunder, the first
such payment to be due and payable no later than six (6) months after
the first such disbursement on a date to be specified by A.I.D.
Principal
and interest due but not paid shall accrue interest at the maximum rate
hereunder until ful1y paid.
percent
Interest shall accrue at a rate of two
(2%) per annum for ten years after the first disbursement here-
under and at a rate of three percent (?f/o) per annum thereafter; all
interest hereunder shall be computed on the basis of a 365- day year .
Disbursements hereunder shall be deemed to occur on the date on which
payment by A.I.D. is made either directly to Borrower or its designee
or to a banking institution pursuant to a conunitment document.
SECTION 2 . 2.
Repayment.
Borrower shall repay the Principal
to A.I.D. in United States dollars within forty (40) years from the
date of first disbursement hereunder in sixty-one
(61) level semi-
annual installments, the first installment to be due and payable
l
nine and one-half (9 1/2) years after the first interest payment is due.
SECTION 2 .3.
Application and Place of Payment.
All payments
shall be applied :first to the payment o:f any interest due and unpaid
and then to the repayment of Principal.
All payments shall be made to
United States Agency for International Development, Accounting Division,
Central Collections Office, Washington, D.C . 20523, or to such other
- 3 payee or at such other address as A.I . D. may designate, and shall be
deemed to have been paid when there received.
SECTION 2.4.
Prepayment.
The Borrower shall have the right to
prepay without penalty, on any date on which interest is due, all or any
part of the Principal.
Any prepayment shall be applied first to the payment
of any accrued and unpaid interest and then to the remaining inst allments
of Principal in the inverse order of their maturity.
ARTICLE III
Condit ions Precedent
SECTION 3.1.
Conditions Precedent to Initial Financing.
Unless A.I.D. otherwise agrees in writing, prior to the first disbursement
or to the issuance of the first Letter of Commitment or other connnitment
document under the Loan, the Borrower shall furnish to A.I.D. in form
and substance satisfactory t o A.I.D.:
(a) An opinion of the Minister of Just ice of the Borrower
that this Loan Agreement has been duly authorized or ratified by, and
executed on behalf of, the Borrower and i s a valid and legally binding
obligation of the Borrower in accordance with its terms;
(b) The name of the person or persons who will act as the
representative or representatives of the Borrower pursuant to Section 10.1
together with evidence of his or their authority and a specimen signature
of each such person, certified as t o its authenticity by either the
person render ing t he legal opinion pursuant to Section 3.1 (a) or the
person executing this Loan Agreement;
- 4(c)
A plan for implementation of the Project, including
specification of Borrower coordinating responsibility, procedures to be
utilized, including reimbursement by certain end users to Borrower for
goods and services financed hereunder, described in Section 5.1 herein,
and implementing responsibilities of the Ministries, Departments or
other elements sponsoring the particular study or service.
SECTION 3.2 .
Activity.
Specific Conditions Precedent to Financing Each
Except as A.I.D. may otherwise agree in writing, prior to any
di sbursement or to the issuance of any Letter of Commitment under the
Loan for a particular activity, t he Borrower, in form and substance
satisfactory to A.I.D. shall:
(a)
Furnish evidence that all Indonesian currency
necessary for such activity is available.
(b)
Submit an application containing the following:
(1)
Activity description and cost in foreign
exchange and rupiah;
(2)
Description of relevant previous activities
and their applicability and availability;
(3)
Scope of work;
(4) General economic justification for the activity
including priority and relation to the Five
Year Plan;
(5)
Amount of assistance requested;
(6)
In the case of an activity invol ving the
- 5 provision of final design engineering services
which will lead to a project or projects financed
on a capital assistance basis:
a.
A statement of project feasibility, supported
by a feasibility study meeting the standards
of A.I . D.; and
b.
Evidence of reasonable assurance that
financing will be available to construct,
expand or otherwise develop the project after
the final design services are completed.
(c)
Obtain A.I.D . approval of the activity to be financed.
(d)
Furnish evidence of a draft contract with a consultant
to undertake the activity, with the terms of such contract and selection
of such consultant acceptable to A.I.D. and in accordance with the A. I.D.
Capital Project Guidelines .
(e)
Submit such additional plans, specifications, documents
or other information in respect of a particular activity as A.I.D . may request .
SECTION 3 .3.
Terminal Dates for Fulfillment of Conditions
Precedent to Disbursement .
1
L
Except as A.I .D. may otherwise agree in
writing, if the conditions required by Section 3.1 have not been satisfied
within 3 months after the date of execution of this Loan Agreement, A.I .D .
may at any time thereafter terminate this Agreement by giving notice to
the Borrower.
SECTION
Disbursement.
3.4 Notification of Meeting of Condi tions Precedent to
A.I.D . shall notify the Borrower upon determination by A.I.D.
- 6 that the conditions precedent to disbursement specified in Section 3.1
have been met; and with respect to a particular activity, that the conditions
precedent to disbursement specified in Section 3 . 2 have been met.
ARTICLE
rl
Disbursements
SECTION 4.1.
Requests for Letters of Commitment.
Upon satisfaction
of conditions precedent specified in Section 3,1 and of the conditions
precedent to each activity as set forth in Section 3 . 2 of this Loan
Agreement the Borrower may, from time to time, request A.I.D. t o issue, and
subject to the provisions of this Loan Agreement A.I.D . shall issue , Letters
of Commitment t o one or more United States banks in the United States,
designated by the Borrower and satisfactory to A.I.D., committing A. I .D.
to reimburse such bank or banks for payments made, through Letters of
Credit or otherwise, to the Borrower or any designee of the Borrower,
pursuant to such documentation or requirements as A.I.D. may speci fy.
Banking charges incurred by the Borrower in its dealings with
United States banks in connection with Letters of Commitment, Letters
of Credit and other forms of disbursement shall be for the account of t he
Borrower and may be financed under the Loan.
SECTION
4.2.
other Forms of Disbursement.
Disbursements may
al so be made by such other means as Borrower and A.I .D. may agree to in
writing.
SECTION 4.3.
and for Disbursements.
Terminal Date for Requests for Commitment Documents
Except as A. I.D. may otherwise agree in writing,
no Letter of Commitment, amendment thereto or other commitment document
- 7 shall be issued in response to requests received by A.I.D. after two (2)
years, and no disbursement shall be made against documentation received
by A.I . D. or any bank described in Section
4.1 after four (4) years, from
the date of execution of this Loan Agreement.
A.I.D., at its option, may
at any time or times after the terminal date for disbursement, reduce the
Loan by all or any part thereof for which documentation was not received
by such date.
ARTICLE V
Reimbursement from Revenue-Producing Projects
SECTI ON 5.1.
Reimbursement.
Except as A.I.D. may otherwise agree
in writing, the Borrower covenants that i t shall require reimbursement, on
terms approved by A.I.D., f or the costs of activities financed by the Loan,
utilized by sponsors of private projects and revenue-producing public
proj ects which are undertaken.
All reimbursement payments made to the
Borrower which relate to the proceeds of the Loan shall be used for the
Development Budget of the Borrower or for such other economic development
purposes as Borrower and A.I.D. may agree.
SECTION 5.2.
Rate of Exchange.
With respect to reimbursement
made to the Borrower pursuant to Section 5.1 above and which relates to
t he proceeds of the Loan, the Principal a.mount repayable in the case of
each activity utilized shall be the Indonesian local currency equivalent ,
determined as of the respective dates of repayment, of the value of such
proceeds of the Loan as were disbursed as a cost of the activity.
shall be computed on the Principal amount so valued.
Interest
- 8 ART I CLE VI
Particul ar Covenants and Warranties
SECTION 6 .1
Execution of the Project.
The Borrower covenants
and agrees that it shall cause the Project to be carried out through its
National Planning Board ("Bappenas") and such other Indonesian Government
entities as Bappenas may designate and approved by A. I.D.:
(a)
With due diligence and efficiency, and in conformity
with sound engineering, financial, administrative and planning practices;
and
(b)
In conformity with all plans, specifications, contracts, .
schedules, and other arrangements, and with all modifications therein,
approved by A. I .D. pursuant to Section 8.9 of this Loan Agreement.
SECTION 6.2.
ｾｕＡｬ､ｳ＠
and Resources to be Provided by Borrower.
The Borrower shall provide promptly as needed all funds other than t hose
provided by this Loan and all other resources requ ired f or the punctual
and effective carrying out of the Project .
SECTION 6.3.
Continuing Consultation.
The Borrower and A.I.D.
shall cooperate to assure that the purpose of the Loan will be accomplished.
To this end, the Borrower and A. I . D. shall at t he request of either party
exchange views with regard to the progress of the Project and to any other
matters relating to the Project .
SECTION
6.4. Availability of Compl eted Studies. The Borrower
shall, under procedures to be agreed upon by A.I.D . and Borrower, make
available to interested parties completed studies for projects whi ch
could be financed by said parties.
- 9 ARTICLE VII
General Covenants, Warranties and Agreements
SECTION 7.1.
Utilization of Goods and Services.
All Eligib le
Items shall be used exclusively for the Project, except as A.I.D. may
otherwise agree in writing.
This restriction shall apply only unt il such
time as such Items can no longer be usefully employed for t he Project,
provided that no goods financed hereunder shall be exported from the
Republic of Indonesia without the prior written approval of A.I .D., and
provided further that no Eligible Items shall at any time be used to
promote or assist any project or activity associated with or financed
by any country not included in Code 935 of the A.I.D. Geographic Code
Book as in effect at the time of such projected use except with the prior
written consent of A.I.D.
SECTION 7.2.
Informat ion and Marking .
The Borrower shal l
give publicity to the Loan and each activi ty of the Project as a program
of United States aid, identify s ites of activi ties and mark goods financed
under the Loan as prescribed in Implementation Letters .
SECTION 7.3 .
Notice of Material Developments.
The Borrower
covenants that it has disclosed to A.I.D. all circumstances which may
c
materially affect the Project or the discharge of i ts obligat ions under
t his Loan Agreement, and shall inform A.I . D. of any condi tions which may
constitute a default hereunder or which interfere, or which it is reasonable
t o bel i eve may interfere, with the Project or the discharge of any of its
obligations hereunder .
- 10 -
" \ :••
:;"':A y
SECTION
7.4.
Inspections.
The authorized representatives of
:• ..
A.I.D. shall have the right at all reasonable times, whether prior to
completion of the Project or conducting of studies and furnishing of
services thereunder, or subsequent thereto, to inspect all activities
under the Project, the utilization of all goods and services, the books
and records referred to in Section 7.8 and any other documents, correspondence,
memoranda, or records relating to the Loan or to the Proj ect.
The Borrower
...
-.;
''
shall cooperate with A.I.D. to facilitate such inspections and shall afford
a reasonable opportunity for authorized representatives of A.I.D. t o visit
.,_ ;.
. ｾＧ＠
any part of the Republic of Indonesia for any purpose related to the Loan
provided for herein.
SECTION 7.5.
Taxes and Duties.
The Borrower covenants and
agrees that this Loan Agreement and the Loan provided for herein shall be
free from, and the Principal and interest shall be paid to A.I . D.
without deduction for and free from, any taxation or fees imposed under
any laws or decrees in effect within the Republic of Indonesia or any
such taxes or fees so imposed or payable shall be reimbursed by the
Borrower with funds other than those provided under the Loan.
To the
extent that (a) any contractor, including any consulting firm, any
(_
personnel of such contractor financed hereunder, and any property or
transactions relating to such contracts and (b) any commodity procurement
.t
transaction financed hereunder, are not exempt from identifiable taxes,
'
.
<
tariffs, duties and other levies imposed under laws in effect in the
. or until all sums due A. I.D. under this
Loan Agreement have been paid , whichever date shall first occur.
SEC'r ION 7. 9.
Re:port s •
The Borrower wiJ. l furnish A. I . lJ.
\'l i th
such
information and reports rela.ttng to the Project, including alJ studies, goods
a nd services financed in whole or part pursuant to the I,oan, and the Loan
provided for herein as A. I.D. may reasonably request .
ARTICLE VIII
Covenants Concerning Procurement
SECTION 8.1.
Procurement Source and Or i gin.
(a)
Except as A.I.D.
may otherwise agree in writing and except as provided in Section
8.6
herein
for marine insurance, all Eligible Items including transportation services, shall
have both their source and origin in those countries noted as eligible under
Code
941
of the A. I.D . Geographic Code Book as in effect at the time orders
are placed or contracts are entered into for such Eligible Items.
tion services shall be deemed to have their source
｡Ｎｾ､＠
Transporta-
origin in such countries
if procured from a flag carrier registered in any of such countries.
(b)
All other goods and ser v ice s obtained for the Project but
not financed by A.I.D., except transpor·tation services, shall have their
source and origin in countries included in Code 935 of the A. I.D. Geographic
Code Book as in effect a.t the time
ｳｵｲｾｨ＠
goods o:r services are procured.
Where Eligib le Items a.re transported to Indonesia on carriers not financed
under the Loan, said carriers shall, in addition to Section 8.5 hereunder, be
Code 935 as in efi'ect at the time such
of countries included in i.he
ｾ Ｚ［｡ｩ､＠
transportation is procured.
This covenant shall be construed in accordance
with A. I. D. regulations, as from time to time amended .
- 14 SECTION 8.2.
Date of Procurement .
No goods or services may be
financed hereunder which arise out of orders or contracts firmly placed
or entered into prior to the date of this Loan Agreement , except as A.I.D.
may otherwise agree in writing .
SECTION 8.3.
Port Charges .
With respect to transportation
services eligible for financing under the Loan, A.I.D. will finance ninety
percent (90%) of such costs on each shipment, and ninety-eight percent
(9F!P/o) of such costs on any shipment under free-out terms.
The remaining
ten percent (lofo), or two percent ('C'/o) of free-out shipments, represent
port charges in Indonesia ; and Borrower covenants that it shall
ｭ｡Ｎｾ･＠
available foreign exchange to finance said port charges in accordance with
such rules and pTocedures as A. I.D. may pres cribe in Implementation Letters.
SECTION
8.4. Small
ｂｵｳｩＮｾ･＠
Notification .
In order t hat American
small business shall have the opportunity to participate in furn:i.shing
goods and services, Borrower sha11; except as A.I.D. may otherwise agree
in writing, at such time prior to ordering or contracting for any goods
and services estimated to cost more than the equivalent of Five Thousand
United States Dollars ($5,000) as A.I.D. may specify, cause to be
received by A.I.D. such information concerning such goods and services
as A. I. D. may require.
SECTION 8. 5 .
Ocean Shipment .
At least fifty percent (5CY1/o)
of the gross tonnage of all goods financed under the Loan (computed
separately for dry bulk carriers, dry cargo liners, and tankers) which
shall be transported on ocean vessels shall be transported on privately
owned United States flag commercial vessels .
No goods may be financed
- 15 hereunder which are transpor ted on any ocean vessels or aircra:t't (a) which
A.I.D. in a notice to t he Borrower has des i gnated as ineligible to carry
A.I.D.-financed connnodities or (b) which has been chartered for the
carriage of A.I.D .-financed commodities unless such charter has been
approved in advance by A.I.D .
SECTION 8 .6.
(a)
Marine Insurance.
Marine insurance may be financed under the Loan provided
(i) such insurance is placed at the lowest available competitive rate in
the Republic of Indonesia or any country noted as eligible under Code 941
of the A.I.D. Geographi c Code Book as in effect at the time of placement,
and (ii) claims thereunder are payable in United States dollars or other
freely convertible currency.
(b)
If in connection with the placement of marine insurance
on shipments financed under United States legislation authorizing assistance
to other nations, the Republic of Indonesia, by statute, decree, rule or
regulation, favors any insurance company of any country over any marine
insurance company authorized to do business :in any state of the United
States, goods financed hereunder shall during the continuance of such
discrimination be so insured in the United States with a company or
r
companies authorized to do a marine insurance business in any state of
the United States.
SECTION 8.7 .
Employment of Contract Personnel.
The employment
of personnel to perform services under contracts financed hereunder, in
whole or in part, will be subj ect to all applicable United States
legislation and such regulations as A.I.D. may from time to time
- 16 promulgate or specify, including security cleara.Dces and limitations on
the employment of nationals of countries other than the Republic of
Indonesia and countries noted as eligible under Code 941 of the A.I.D .
Geographic Code Book, as in effect at the time orders are placed or
contracts are entered into for such personnel; and, except as A.I.D, may
otherwise direct, all such contracts shall include provisions necessary
to implement such legislation and regulations.
SECTION 8.8.
United States Government Excess Property.
The
Borrower shall utilize, with respect to goods financed under the Loan
to which the Borrower takes title at the time of procurement, as and to
the extent provided in Implementation I,etter No . 1, such reconditioned
United States Government excess property as may be consistent with the
requirements of the Project and as may be available within a reasonable
period of time.
The Borrower shall seek assistance from A. L
will assist the Borrower in ascertaining the availability
obtaining such excess property.
0 ·
. end A.I.D.
and in
A. I.D. will make a:rranger." ·1ts :for any
necessary inspection of such property by the Borrower or its representatives.
The costs of inspection and of acquisition, and all charges incident to the
transfer to the Borrower of such excess property may be financed under the
Loan.
Prior to the procurement of any goods, other than excess property,
financed under the Loan and having sought such A.I.D . assistance, t he
Borrower shall indicate to A.I.D. in writing, on the basis of information
then avail able to it, either that such goods cannot be made available from
recondit ioned United States Government excess property on a timely basis
or that the goods that can be made available are not technically suitable
for use in the Project.
- 17 SECTION 8.9.
Plans, Specifications and Contracts.
Except as
A. I . D. may otherwi se agree in writing, Borrower agrees that it shall
submit to A. I.D. for i ts approval:
(a)
All plans, specifications and schedules related t o the
Project, and any modifications thereof, prior to their implementation;
(b)
All bid documents and documents concerning the
sol icitation of proposals relating to Eligible Items, and any
modi fications thereof, prior to their issuance; and
(c)
All contracts financed under t he Loan, and any
modifications thereof, prior to their execution.
ARTICLE IX
Remedies of A. I.D .
SECTION 9.1.
Events of Default; Acceleration.
If any one or
more of t h e following events ("Events of Default 11 ) shall occur:
(a)
the Borrower shall fail to pay i n full any interest pay-
ment or i nstal lment of Principal of the Loan when the same shall become
payable by it;
(b)
the Borrower shall fail to comply with any other
provision contained herein applicable to it;
(c)
any representation or warranty made by or on behalf of
the Borrower with respect to obtaining the Loan or made or required to be
made hereunder is incorrect in any material respect;
(d)
any franchise, license, right, privilege, charter, or
authority granted pursuant to or existing by virtue of law or other legal
authority and necessary for the completion of the Project or for carrying
- 18 out of the terms of this I,oan Agreement is revoked, cancelled or denied
in such manner as to make it improbable that the Borrower will be able
to perform :i.t s obligations under this Loan Agreement or that the Loan
/
will substantially fulfill the purposes fo:r which it has been established;
( e)
a material default shall have occurred after the date
hereof, and not been remedied after notice, under any- other loan agreement between the Borrower and A.I.D.; then A.I.D ., at i ts option, may
declare all or any part of t h e unrepaid PrincipaJ_ under the Loan to be
due and payable j_YlJillediately, and upon any such declaration, unless the
default may be c11red and is cur eel within s ixty (60) days thereafter,
such Principal and a.11 Jnterest accrued thereon shall become immediately
due a.nd payable.
SECTION 9. 2.
to A.I.D .
Termination of
ｄｩｳ｢ｵｲ･ｭｮｾ［＠
Transf_e:'"....£.:t.Goods
rn · the event that at any time:
(a)
an Event of Default has occurred CL".ld has not been
remedied as provided above;
(b)
an event occurs that A.I.D. d.etermines to be an extra-
ordinary situation which makes i t improbable that the PU-'Y'!>Oses of the Loan
will be attained or t hat the Borrower will be able to or will perform its
obligations hereunder; or
( c)
any disbursement would be in viol at ion of the legislation
governing A.I. D. ; then A.I.D . at its option, after notice to the Borrower
may (i) decline to i ssue further Letters of Commitment or other commi tment
document s, (ii) suspend or cancel outstanding I,etters of Commitment or
- 19 other commitment documents to the extent that they have not been utilized
through the issuance of irrevocable Letters of Credit or t hrough bank
payments made other than under irrevocable Letters of Credit, giving
notice to the Borrower thereof, (iii) decline to make disbursements
other than under Letters of Commitment; and (iv) at A.I.D. ' s expense,
direct that title to goods financed under disbursements hereunder shall
be transferred to A.I . D. at cost to the Borrower, provided the goods are
from a source outside the Republic of Indonesia, are in a deliverable
state and have not been off-loaded in ports of entry of the Republic of
Indonesia .
To the extent that any costs connected with the purchase and
transportation of these goods have been financed hereu.T!der, these amounts
shall be deducted from Principal.
SECTION 9.3.
Refunds.
If A.I.D. determines that any disburse-
ment is not supported by valid documentation in accordance v:l'.t.h the
terms of this Loan Agreement, or is not made or used in
｡ ＢＭ
ｾｯｲ､｡Ｎｔｬ｣･＠
with
the t erms of this Loan Agreement, or was at the t:iJne of c.isbursement in
violation of the legislation governing A.I.D., at its option A. I .D. may,
notwi thstanding the availability of any other remedy provided f or under
this Loan Agreement
01·
the exercise of the remedy provided for i n Sect ion
9 .1, require the Borrower to pay to A. I.D. in United States dollars within
thirty (30) days after receipt of a request therefor, an amount not t o
exceed t he amount of such disbursement ; provided t hat such request by
A.I .D . shall be made not l ater t han f i ve (5) years
final disbursement hereunder.
｡ｾ･ｲ＠
the dat e of the
Any such refund received by A.I. D. shall
•\
- 20 -
b e applied first to any accrued interest , and then to installments of
Princ ipal i n inver se or der of their maturity.
SECTION 9.4.
Waivers .
No delay in exercising or omission to
exerci se any right , power or remedy accruing to A.I.D. under this Loan
Agr eement shal l be construed as a waiver of a.Yly such right , power or
remedy .
SECTION 9.5 .
Expenses of Collection .
All r easonable costs
incurred by A. I. D. (other than salaries of its staff') after a.Yl Event of'
Default has occurred, in connection with the collection of amounts due
under this Loan Agreement, may be charged to the Borrower and
reimbursed as A. I.D . shall specify.
ARTICLE X
Miscellaneous
SECTION 10.1 .
(a)
Designation of Representatives .
All actions required or permitted to be y ·f'ormed or
taken under this Loan Agreement by the Borrower or A.I.D. rr::..y b e performed
by their r espective duly authorized representatives .
(b)
The Borrower hereby designat es Prof. Widjojo Nitisastro,
State Mi nister for National Development and Pla.Ylning, Chairman of the
Nat ional Planning Board ( "Bappenas ")
as its representative with authority
t o designate i n writing other representat ives in its dealings with A.I.D.
The representatives designated in or pursuant to the preceding sentence ,
unless A.I. D. is given notice otherwise, shall have authority to agree ,
on behal f of the Bor rower to any modification of this Loan Agreement which
- 21 does not substantially increase its obligations hereunder.
Until receipt
by A.I.D. of written notice of revocation of the authority of any such
representative, A.I.D. may accept the signature of such representative
on any instrument as conclusive evidence that any action effected by
such instrument is duly authorized.
SECTION 10.2.
Implementation Letters.
A.I.D. shall from
time to time issue Implementation Letters that will prescribe the
procedures applicable hereunder in connection with the implementation
of this Loan Agreement .
SECTION 10.3.
Communications.
Any communication or document
given, made or sent by the Borrower or A.I.D. pursuant to this Loan
Agreement shall be in writing and shall be deemed to have been duly
given, made or sent to the party to which it is addressed when it shall
be delivered by hand or by mail, telegram, cable or radiogram to such
party at it s following address:
To the Borrower:
Mail Address:
Departemen Luar Negeri
Djalan Singam.angaradja 2
Djakarta, Indonesia
I
\_,
Cable Address:
Deplu Djakarta
To Bappenas:
Mail Address:
Bappenas
Taman Surapati 2
Djakarta, Indonesia
..
- 22 -
Cable Address:
Bappenas Djakarta
To A.I.D.:
Mail Address:
United States Agency for International Development
American Embassy
Djakarta, Indones i a
Cable Address:
USAID AMEJl.1B Djakarta
Other addresses may be substituted for the above upon giving of notice
as provided herein.
All communications and documents submitted to A.I.D. hereunder
shall be in English, and all technical and engineering specificat ions
therein shall be in English and in t erms of Uni ted States standards
except as A.I.D. may otherwise agree in writ ing .
Executed at Djakarta, Indonesia, on the date
ｦｾ
Ｎｲ
ｳｴ＠
above written.
THE REPUBLIC OF JNDOYCSIA
Signed
By:
Oema.r Senoadji
Title:
Minister for Foreign Affairs
ad-interim
UNITED STATES_ OF AMERICA
Signed
By:
Francis J . Galbraith
Ti tle:
Ambassador
A.I.D. Loan No. 497-H-027
I, 0 A N
(Indonesia:
A G R E E ME N T
Project Development Loan)
BEI'WEEN THE
GOVERNMENT OF THE REPUBLIC OF IlIDONESIA
AND THE
GOVERNMENT OF THE UNrrED STATES OF AMERICA
,,
'
-·.
TABLE OF CONTENTS
Section Number
ARTICLE I
SECTION 1 . 1
SECTION 1.2
ARTICLE II
SECTION
SECTION
SECTION
SECTI ON
2 .1
2.2
2.3
2.4
ARTICLE III
SECTION 3 .1
SECTION 3 . 2
SECTION 3.3
SECTION 3.4
ARTICLE r:v
SECTION 4 .1
SECTION 4 . 2
SECTION 4 . 3
ARTICLE V
c
SECTION 5 .1
SECTION 5 .2
ARTI CLE VI
SECTION 6.1
SECTION 6 .2
SECTION 6 . 3
SEC'r ION 6 . 4
The Loan
1
The Loan
The Project
1
Borrower Repayment Terms and Interest
2
Interest
Repayment
Application and Place of Payment
Prepayment
2
2
2
Conditions Precedent
3
Conditions Precedent to Initial Financing
Specific Conditions Precedent to
Financing Each Activity
Terminal Dates for Fulfillment of
Conditions Precedent to Disbursement
Notification of Meeting of Conditions
Precedent to Disbursement
3
Disbursements
6
Requests for Letters of Comm.itment
Other Forms of Disbursement
Terminal Date for Requests for Commitment
Documents and for Disbursements
6
6
1
3
4
5
5
6
Reimbursement from Revenue-Producing
Projects
7
Reimbursement
Rate of Exchange
7
Particular Covenants and Warranties
8
Execution of the Project
Funds and Resources to be Provided
by Borrower
Continuing Consultation
Availability of Completed Studies
8
i
7
8
8
8
Section Hrmiber
ARTI CLE VII
SECTION '1.l
SECTION 7 .2
SECTION 7 . 3
SECTION '7 Ｉｾ＠
SECTION 7. 5
SECTION 7 .6
SECTION 7.7
SECTION '7 .8
SECT ION '(. 9
ARTICLE VIII
SECTI ON
SECTI ON
SECTION
SECTION
SECTION
SECTION
8.1
8.2
8.3
8.4
8 .5
8.6
SECTION 8 . 7
SECTION 8.8
SECTION 8.9
ARTICLE IX
SECTION 9. 1
SECTION 9. 2
SECTION 9.3
SECTION 9. 4
SECTION 9 .5
ARTICLE X
SEC'l'ION 10 .1
SECTION 10 . 2
SECTION 10.3
General Covenants, Warrant ies
and Agreements
9
Ut ilizati on of Goods and Services
In.format ion ai.1d Marking
Notice of Material Developments
Inspections
Taxes and Duties
Commissions, Fees and Other Payments
Renegotiat ion of Terms
Maintenance and Audit of Records
Report s
10
Covenants Concerning Procurement
13
Procurement Source and Origin
Date of Procurement
Port Charges
Small Busines s Notification
Ocean Shipment
Mar ine Insura.11ce
E.rqployment of Contract Per sonnel
United States Government Excess Property
Plans, Speci:fications and Contracts
13
14
Remedi es or A.I.D.
17
E.'vents of Default; Acceleration
Termination or Disbursements ; Transfer
of Goods to A.I.D.
Refunds
Waivers
Expen ses of Collection
17
Miscellaneous
20
Designation of Representatives
Implementation Letters
Connnunications
20
ii
9
9
9
10
11
11
12
13
14
14
14
15
15
16
17
18
19
20
20
21
21
LOAN AGREEMENT
LOAN AGREEMENT dated
ｎｯｶ･ｮＬｾ＠
3; 1971
between the
GOVERNMENT OF JNDONESIA ("Borrower") and t he UNrrED STATES OF
AMERICA ("United States 11 ) acting through the AGENCY FOR Jlfl'ERNATIONAL
:DEVELOPMENT ("A . I . D. II )
:
ARTI CLE I
The
SECTION 1.l.
The
ｉＮ ｯ ｾＢｬＮ＠
Loan
A.I. D. agrees to lend to the Borrower
pursuant to the Foreign Assistance Act of 1961, as a.mended, an amount
up to Five Million United States Dollars ($5 ,000,000) ("Loan") to
assist the Borrower in carrying out the Project defined in Section 1 .2.
The Loan shall be used exclusively to finance the reasonable foreign
exchange costs of goods and services required for the Project.
Goods
and servi ces financed hereunder are hereinafter referred t o as "Eligible
Items," and the aggregate a.motmt of disbursements under the Loan is
hereinafter referred to as "Principal."
SECTI ON 1.2.
Project.
ｾｨ･＠
performance of technical
｡Ｎｾ､＠
The "Project" shall mean the
economic feasibility studies, engineering
and design and ot her capital project related activities in Indonesia.
All a ctivities a.re to be mutually agreed upon by Borrower and A.I.D.
r
l.
Activities may be in the public and private sectors of the Indonesian
economy, and activities may be directed in the public sector to both
revenue and non-revenue-pr oducing proj ects.
- 2 -
.ARTICLE II
Borrower Repayment Terms and Interest
SECTION 2.1.
Interest.
Borrower shall pay semi-annually to
A.I.D. in dollars on the unrepaid Principal, interest which shall
accrue from the date of the respective disbursements hereunder, the first
such payment to be due and payable no later than six (6) months after
the first such disbursement on a date to be specified by A.I.D.
Principal
and interest due but not paid shall accrue interest at the maximum rate
hereunder until ful1y paid.
percent
Interest shall accrue at a rate of two
(2%) per annum for ten years after the first disbursement here-
under and at a rate of three percent (?f/o) per annum thereafter; all
interest hereunder shall be computed on the basis of a 365- day year .
Disbursements hereunder shall be deemed to occur on the date on which
payment by A.I.D. is made either directly to Borrower or its designee
or to a banking institution pursuant to a conunitment document.
SECTION 2 . 2.
Repayment.
Borrower shall repay the Principal
to A.I.D. in United States dollars within forty (40) years from the
date of first disbursement hereunder in sixty-one
(61) level semi-
annual installments, the first installment to be due and payable
l
nine and one-half (9 1/2) years after the first interest payment is due.
SECTION 2 .3.
Application and Place of Payment.
All payments
shall be applied :first to the payment o:f any interest due and unpaid
and then to the repayment of Principal.
All payments shall be made to
United States Agency for International Development, Accounting Division,
Central Collections Office, Washington, D.C . 20523, or to such other
- 3 payee or at such other address as A.I . D. may designate, and shall be
deemed to have been paid when there received.
SECTION 2.4.
Prepayment.
The Borrower shall have the right to
prepay without penalty, on any date on which interest is due, all or any
part of the Principal.
Any prepayment shall be applied first to the payment
of any accrued and unpaid interest and then to the remaining inst allments
of Principal in the inverse order of their maturity.
ARTICLE III
Condit ions Precedent
SECTION 3.1.
Conditions Precedent to Initial Financing.
Unless A.I.D. otherwise agrees in writing, prior to the first disbursement
or to the issuance of the first Letter of Commitment or other connnitment
document under the Loan, the Borrower shall furnish to A.I.D. in form
and substance satisfactory t o A.I.D.:
(a) An opinion of the Minister of Just ice of the Borrower
that this Loan Agreement has been duly authorized or ratified by, and
executed on behalf of, the Borrower and i s a valid and legally binding
obligation of the Borrower in accordance with its terms;
(b) The name of the person or persons who will act as the
representative or representatives of the Borrower pursuant to Section 10.1
together with evidence of his or their authority and a specimen signature
of each such person, certified as t o its authenticity by either the
person render ing t he legal opinion pursuant to Section 3.1 (a) or the
person executing this Loan Agreement;
- 4(c)
A plan for implementation of the Project, including
specification of Borrower coordinating responsibility, procedures to be
utilized, including reimbursement by certain end users to Borrower for
goods and services financed hereunder, described in Section 5.1 herein,
and implementing responsibilities of the Ministries, Departments or
other elements sponsoring the particular study or service.
SECTION 3.2 .
Activity.
Specific Conditions Precedent to Financing Each
Except as A.I.D. may otherwise agree in writing, prior to any
di sbursement or to the issuance of any Letter of Commitment under the
Loan for a particular activity, t he Borrower, in form and substance
satisfactory to A.I.D. shall:
(a)
Furnish evidence that all Indonesian currency
necessary for such activity is available.
(b)
Submit an application containing the following:
(1)
Activity description and cost in foreign
exchange and rupiah;
(2)
Description of relevant previous activities
and their applicability and availability;
(3)
Scope of work;
(4) General economic justification for the activity
including priority and relation to the Five
Year Plan;
(5)
Amount of assistance requested;
(6)
In the case of an activity invol ving the
- 5 provision of final design engineering services
which will lead to a project or projects financed
on a capital assistance basis:
a.
A statement of project feasibility, supported
by a feasibility study meeting the standards
of A.I . D.; and
b.
Evidence of reasonable assurance that
financing will be available to construct,
expand or otherwise develop the project after
the final design services are completed.
(c)
Obtain A.I.D . approval of the activity to be financed.
(d)
Furnish evidence of a draft contract with a consultant
to undertake the activity, with the terms of such contract and selection
of such consultant acceptable to A.I.D. and in accordance with the A. I.D.
Capital Project Guidelines .
(e)
Submit such additional plans, specifications, documents
or other information in respect of a particular activity as A.I.D . may request .
SECTION 3 .3.
Terminal Dates for Fulfillment of Conditions
Precedent to Disbursement .
1
L
Except as A.I .D. may otherwise agree in
writing, if the conditions required by Section 3.1 have not been satisfied
within 3 months after the date of execution of this Loan Agreement, A.I .D .
may at any time thereafter terminate this Agreement by giving notice to
the Borrower.
SECTION
Disbursement.
3.4 Notification of Meeting of Condi tions Precedent to
A.I.D . shall notify the Borrower upon determination by A.I.D.
- 6 that the conditions precedent to disbursement specified in Section 3.1
have been met; and with respect to a particular activity, that the conditions
precedent to disbursement specified in Section 3 . 2 have been met.
ARTICLE
rl
Disbursements
SECTION 4.1.
Requests for Letters of Commitment.
Upon satisfaction
of conditions precedent specified in Section 3,1 and of the conditions
precedent to each activity as set forth in Section 3 . 2 of this Loan
Agreement the Borrower may, from time to time, request A.I.D. t o issue, and
subject to the provisions of this Loan Agreement A.I.D . shall issue , Letters
of Commitment t o one or more United States banks in the United States,
designated by the Borrower and satisfactory to A.I.D., committing A. I .D.
to reimburse such bank or banks for payments made, through Letters of
Credit or otherwise, to the Borrower or any designee of the Borrower,
pursuant to such documentation or requirements as A.I.D. may speci fy.
Banking charges incurred by the Borrower in its dealings with
United States banks in connection with Letters of Commitment, Letters
of Credit and other forms of disbursement shall be for the account of t he
Borrower and may be financed under the Loan.
SECTION
4.2.
other Forms of Disbursement.
Disbursements may
al so be made by such other means as Borrower and A.I .D. may agree to in
writing.
SECTION 4.3.
and for Disbursements.
Terminal Date for Requests for Commitment Documents
Except as A. I.D. may otherwise agree in writing,
no Letter of Commitment, amendment thereto or other commitment document
- 7 shall be issued in response to requests received by A.I.D. after two (2)
years, and no disbursement shall be made against documentation received
by A.I . D. or any bank described in Section
4.1 after four (4) years, from
the date of execution of this Loan Agreement.
A.I.D., at its option, may
at any time or times after the terminal date for disbursement, reduce the
Loan by all or any part thereof for which documentation was not received
by such date.
ARTICLE V
Reimbursement from Revenue-Producing Projects
SECTI ON 5.1.
Reimbursement.
Except as A.I.D. may otherwise agree
in writing, the Borrower covenants that i t shall require reimbursement, on
terms approved by A.I.D., f or the costs of activities financed by the Loan,
utilized by sponsors of private projects and revenue-producing public
proj ects which are undertaken.
All reimbursement payments made to the
Borrower which relate to the proceeds of the Loan shall be used for the
Development Budget of the Borrower or for such other economic development
purposes as Borrower and A.I.D. may agree.
SECTION 5.2.
Rate of Exchange.
With respect to reimbursement
made to the Borrower pursuant to Section 5.1 above and which relates to
t he proceeds of the Loan, the Principal a.mount repayable in the case of
each activity utilized shall be the Indonesian local currency equivalent ,
determined as of the respective dates of repayment, of the value of such
proceeds of the Loan as were disbursed as a cost of the activity.
shall be computed on the Principal amount so valued.
Interest
- 8 ART I CLE VI
Particul ar Covenants and Warranties
SECTION 6 .1
Execution of the Project.
The Borrower covenants
and agrees that it shall cause the Project to be carried out through its
National Planning Board ("Bappenas") and such other Indonesian Government
entities as Bappenas may designate and approved by A. I.D.:
(a)
With due diligence and efficiency, and in conformity
with sound engineering, financial, administrative and planning practices;
and
(b)
In conformity with all plans, specifications, contracts, .
schedules, and other arrangements, and with all modifications therein,
approved by A. I .D. pursuant to Section 8.9 of this Loan Agreement.
SECTION 6.2.
ｾｕＡｬ､ｳ＠
and Resources to be Provided by Borrower.
The Borrower shall provide promptly as needed all funds other than t hose
provided by this Loan and all other resources requ ired f or the punctual
and effective carrying out of the Project .
SECTION 6.3.
Continuing Consultation.
The Borrower and A.I.D.
shall cooperate to assure that the purpose of the Loan will be accomplished.
To this end, the Borrower and A. I . D. shall at t he request of either party
exchange views with regard to the progress of the Project and to any other
matters relating to the Project .
SECTION
6.4. Availability of Compl eted Studies. The Borrower
shall, under procedures to be agreed upon by A.I.D . and Borrower, make
available to interested parties completed studies for projects whi ch
could be financed by said parties.
- 9 ARTICLE VII
General Covenants, Warranties and Agreements
SECTION 7.1.
Utilization of Goods and Services.
All Eligib le
Items shall be used exclusively for the Project, except as A.I.D. may
otherwise agree in writing.
This restriction shall apply only unt il such
time as such Items can no longer be usefully employed for t he Project,
provided that no goods financed hereunder shall be exported from the
Republic of Indonesia without the prior written approval of A.I .D., and
provided further that no Eligible Items shall at any time be used to
promote or assist any project or activity associated with or financed
by any country not included in Code 935 of the A.I.D. Geographic Code
Book as in effect at the time of such projected use except with the prior
written consent of A.I.D.
SECTION 7.2.
Informat ion and Marking .
The Borrower shal l
give publicity to the Loan and each activi ty of the Project as a program
of United States aid, identify s ites of activi ties and mark goods financed
under the Loan as prescribed in Implementation Letters .
SECTION 7.3 .
Notice of Material Developments.
The Borrower
covenants that it has disclosed to A.I.D. all circumstances which may
c
materially affect the Project or the discharge of i ts obligat ions under
t his Loan Agreement, and shall inform A.I . D. of any condi tions which may
constitute a default hereunder or which interfere, or which it is reasonable
t o bel i eve may interfere, with the Project or the discharge of any of its
obligations hereunder .
- 10 -
" \ :••
:;"':A y
SECTION
7.4.
Inspections.
The authorized representatives of
:• ..
A.I.D. shall have the right at all reasonable times, whether prior to
completion of the Project or conducting of studies and furnishing of
services thereunder, or subsequent thereto, to inspect all activities
under the Project, the utilization of all goods and services, the books
and records referred to in Section 7.8 and any other documents, correspondence,
memoranda, or records relating to the Loan or to the Proj ect.
The Borrower
...
-.;
''
shall cooperate with A.I.D. to facilitate such inspections and shall afford
a reasonable opportunity for authorized representatives of A.I.D. t o visit
.,_ ;.
. ｾＧ＠
any part of the Republic of Indonesia for any purpose related to the Loan
provided for herein.
SECTION 7.5.
Taxes and Duties.
The Borrower covenants and
agrees that this Loan Agreement and the Loan provided for herein shall be
free from, and the Principal and interest shall be paid to A.I . D.
without deduction for and free from, any taxation or fees imposed under
any laws or decrees in effect within the Republic of Indonesia or any
such taxes or fees so imposed or payable shall be reimbursed by the
Borrower with funds other than those provided under the Loan.
To the
extent that (a) any contractor, including any consulting firm, any
(_
personnel of such contractor financed hereunder, and any property or
transactions relating to such contracts and (b) any commodity procurement
.t
transaction financed hereunder, are not exempt from identifiable taxes,
'
.
<
tariffs, duties and other levies imposed under laws in effect in the
. or until all sums due A. I.D. under this
Loan Agreement have been paid , whichever date shall first occur.
SEC'r ION 7. 9.
Re:port s •
The Borrower wiJ. l furnish A. I . lJ.
\'l i th
such
information and reports rela.ttng to the Project, including alJ studies, goods
a nd services financed in whole or part pursuant to the I,oan, and the Loan
provided for herein as A. I.D. may reasonably request .
ARTICLE VIII
Covenants Concerning Procurement
SECTION 8.1.
Procurement Source and Or i gin.
(a)
Except as A.I.D.
may otherwise agree in writing and except as provided in Section
8.6
herein
for marine insurance, all Eligible Items including transportation services, shall
have both their source and origin in those countries noted as eligible under
Code
941
of the A. I.D . Geographic Code Book as in effect at the time orders
are placed or contracts are entered into for such Eligible Items.
tion services shall be deemed to have their source
｡Ｎｾ､＠
Transporta-
origin in such countries
if procured from a flag carrier registered in any of such countries.
(b)
All other goods and ser v ice s obtained for the Project but
not financed by A.I.D., except transpor·tation services, shall have their
source and origin in countries included in Code 935 of the A. I.D. Geographic
Code Book as in effect a.t the time
ｳｵｲｾｨ＠
goods o:r services are procured.
Where Eligib le Items a.re transported to Indonesia on carriers not financed
under the Loan, said carriers shall, in addition to Section 8.5 hereunder, be
Code 935 as in efi'ect at the time such
of countries included in i.he
ｾ Ｚ［｡ｩ､＠
transportation is procured.
This covenant shall be construed in accordance
with A. I. D. regulations, as from time to time amended .
- 14 SECTION 8.2.
Date of Procurement .
No goods or services may be
financed hereunder which arise out of orders or contracts firmly placed
or entered into prior to the date of this Loan Agreement , except as A.I.D.
may otherwise agree in writing .
SECTION 8.3.
Port Charges .
With respect to transportation
services eligible for financing under the Loan, A.I.D. will finance ninety
percent (90%) of such costs on each shipment, and ninety-eight percent
(9F!P/o) of such costs on any shipment under free-out terms.
The remaining
ten percent (lofo), or two percent ('C'/o) of free-out shipments, represent
port charges in Indonesia ; and Borrower covenants that it shall
ｭ｡Ｎｾ･＠
available foreign exchange to finance said port charges in accordance with
such rules and pTocedures as A. I.D. may pres cribe in Implementation Letters.
SECTION
8.4. Small
ｂｵｳｩＮｾ･＠
Notification .
In order t hat American
small business shall have the opportunity to participate in furn:i.shing
goods and services, Borrower sha11; except as A.I.D. may otherwise agree
in writing, at such time prior to ordering or contracting for any goods
and services estimated to cost more than the equivalent of Five Thousand
United States Dollars ($5,000) as A.I.D. may specify, cause to be
received by A.I.D. such information concerning such goods and services
as A. I. D. may require.
SECTION 8. 5 .
Ocean Shipment .
At least fifty percent (5CY1/o)
of the gross tonnage of all goods financed under the Loan (computed
separately for dry bulk carriers, dry cargo liners, and tankers) which
shall be transported on ocean vessels shall be transported on privately
owned United States flag commercial vessels .
No goods may be financed
- 15 hereunder which are transpor ted on any ocean vessels or aircra:t't (a) which
A.I.D. in a notice to t he Borrower has des i gnated as ineligible to carry
A.I.D.-financed connnodities or (b) which has been chartered for the
carriage of A.I.D .-financed commodities unless such charter has been
approved in advance by A.I.D .
SECTION 8 .6.
(a)
Marine Insurance.
Marine insurance may be financed under the Loan provided
(i) such insurance is placed at the lowest available competitive rate in
the Republic of Indonesia or any country noted as eligible under Code 941
of the A.I.D. Geographi c Code Book as in effect at the time of placement,
and (ii) claims thereunder are payable in United States dollars or other
freely convertible currency.
(b)
If in connection with the placement of marine insurance
on shipments financed under United States legislation authorizing assistance
to other nations, the Republic of Indonesia, by statute, decree, rule or
regulation, favors any insurance company of any country over any marine
insurance company authorized to do business :in any state of the United
States, goods financed hereunder shall during the continuance of such
discrimination be so insured in the United States with a company or
r
companies authorized to do a marine insurance business in any state of
the United States.
SECTION 8.7 .
Employment of Contract Personnel.
The employment
of personnel to perform services under contracts financed hereunder, in
whole or in part, will be subj ect to all applicable United States
legislation and such regulations as A.I.D. may from time to time
- 16 promulgate or specify, including security cleara.Dces and limitations on
the employment of nationals of countries other than the Republic of
Indonesia and countries noted as eligible under Code 941 of the A.I.D .
Geographic Code Book, as in effect at the time orders are placed or
contracts are entered into for such personnel; and, except as A.I.D, may
otherwise direct, all such contracts shall include provisions necessary
to implement such legislation and regulations.
SECTION 8.8.
United States Government Excess Property.
The
Borrower shall utilize, with respect to goods financed under the Loan
to which the Borrower takes title at the time of procurement, as and to
the extent provided in Implementation I,etter No . 1, such reconditioned
United States Government excess property as may be consistent with the
requirements of the Project and as may be available within a reasonable
period of time.
The Borrower shall seek assistance from A. L
will assist the Borrower in ascertaining the availability
obtaining such excess property.
0 ·
. end A.I.D.
and in
A. I.D. will make a:rranger." ·1ts :for any
necessary inspection of such property by the Borrower or its representatives.
The costs of inspection and of acquisition, and all charges incident to the
transfer to the Borrower of such excess property may be financed under the
Loan.
Prior to the procurement of any goods, other than excess property,
financed under the Loan and having sought such A.I.D . assistance, t he
Borrower shall indicate to A.I.D. in writing, on the basis of information
then avail able to it, either that such goods cannot be made available from
recondit ioned United States Government excess property on a timely basis
or that the goods that can be made available are not technically suitable
for use in the Project.
- 17 SECTION 8.9.
Plans, Specifications and Contracts.
Except as
A. I . D. may otherwi se agree in writing, Borrower agrees that it shall
submit to A. I.D. for i ts approval:
(a)
All plans, specifications and schedules related t o the
Project, and any modifications thereof, prior to their implementation;
(b)
All bid documents and documents concerning the
sol icitation of proposals relating to Eligible Items, and any
modi fications thereof, prior to their issuance; and
(c)
All contracts financed under t he Loan, and any
modifications thereof, prior to their execution.
ARTICLE IX
Remedies of A. I.D .
SECTION 9.1.
Events of Default; Acceleration.
If any one or
more of t h e following events ("Events of Default 11 ) shall occur:
(a)
the Borrower shall fail to pay i n full any interest pay-
ment or i nstal lment of Principal of the Loan when the same shall become
payable by it;
(b)
the Borrower shall fail to comply with any other
provision contained herein applicable to it;
(c)
any representation or warranty made by or on behalf of
the Borrower with respect to obtaining the Loan or made or required to be
made hereunder is incorrect in any material respect;
(d)
any franchise, license, right, privilege, charter, or
authority granted pursuant to or existing by virtue of law or other legal
authority and necessary for the completion of the Project or for carrying
- 18 out of the terms of this I,oan Agreement is revoked, cancelled or denied
in such manner as to make it improbable that the Borrower will be able
to perform :i.t s obligations under this Loan Agreement or that the Loan
/
will substantially fulfill the purposes fo:r which it has been established;
( e)
a material default shall have occurred after the date
hereof, and not been remedied after notice, under any- other loan agreement between the Borrower and A.I.D.; then A.I.D ., at i ts option, may
declare all or any part of t h e unrepaid PrincipaJ_ under the Loan to be
due and payable j_YlJillediately, and upon any such declaration, unless the
default may be c11red and is cur eel within s ixty (60) days thereafter,
such Principal and a.11 Jnterest accrued thereon shall become immediately
due a.nd payable.
SECTION 9. 2.
to A.I.D .
Termination of
ｄｩｳ｢ｵｲ･ｭｮｾ［＠
Transf_e:'"....£.:t.Goods
rn · the event that at any time:
(a)
an Event of Default has occurred CL".ld has not been
remedied as provided above;
(b)
an event occurs that A.I.D. d.etermines to be an extra-
ordinary situation which makes i t improbable that the PU-'Y'!>Oses of the Loan
will be attained or t hat the Borrower will be able to or will perform its
obligations hereunder; or
( c)
any disbursement would be in viol at ion of the legislation
governing A.I. D. ; then A.I.D . at its option, after notice to the Borrower
may (i) decline to i ssue further Letters of Commitment or other commi tment
document s, (ii) suspend or cancel outstanding I,etters of Commitment or
- 19 other commitment documents to the extent that they have not been utilized
through the issuance of irrevocable Letters of Credit or t hrough bank
payments made other than under irrevocable Letters of Credit, giving
notice to the Borrower thereof, (iii) decline to make disbursements
other than under Letters of Commitment; and (iv) at A.I.D. ' s expense,
direct that title to goods financed under disbursements hereunder shall
be transferred to A.I . D. at cost to the Borrower, provided the goods are
from a source outside the Republic of Indonesia, are in a deliverable
state and have not been off-loaded in ports of entry of the Republic of
Indonesia .
To the extent that any costs connected with the purchase and
transportation of these goods have been financed hereu.T!der, these amounts
shall be deducted from Principal.
SECTION 9.3.
Refunds.
If A.I.D. determines that any disburse-
ment is not supported by valid documentation in accordance v:l'.t.h the
terms of this Loan Agreement, or is not made or used in
｡ ＢＭ
ｾｯｲ､｡Ｎｔｬ｣･＠
with
the t erms of this Loan Agreement, or was at the t:iJne of c.isbursement in
violation of the legislation governing A.I.D., at its option A. I .D. may,
notwi thstanding the availability of any other remedy provided f or under
this Loan Agreement
01·
the exercise of the remedy provided for i n Sect ion
9 .1, require the Borrower to pay to A. I.D. in United States dollars within
thirty (30) days after receipt of a request therefor, an amount not t o
exceed t he amount of such disbursement ; provided t hat such request by
A.I .D . shall be made not l ater t han f i ve (5) years
final disbursement hereunder.
｡ｾ･ｲ＠
the dat e of the
Any such refund received by A.I. D. shall
•\
- 20 -
b e applied first to any accrued interest , and then to installments of
Princ ipal i n inver se or der of their maturity.
SECTION 9.4.
Waivers .
No delay in exercising or omission to
exerci se any right , power or remedy accruing to A.I.D. under this Loan
Agr eement shal l be construed as a waiver of a.Yly such right , power or
remedy .
SECTION 9.5 .
Expenses of Collection .
All r easonable costs
incurred by A. I. D. (other than salaries of its staff') after a.Yl Event of'
Default has occurred, in connection with the collection of amounts due
under this Loan Agreement, may be charged to the Borrower and
reimbursed as A. I.D . shall specify.
ARTICLE X
Miscellaneous
SECTION 10.1 .
(a)
Designation of Representatives .
All actions required or permitted to be y ·f'ormed or
taken under this Loan Agreement by the Borrower or A.I.D. rr::..y b e performed
by their r espective duly authorized representatives .
(b)
The Borrower hereby designat es Prof. Widjojo Nitisastro,
State Mi nister for National Development and Pla.Ylning, Chairman of the
Nat ional Planning Board ( "Bappenas ")
as its representative with authority
t o designate i n writing other representat ives in its dealings with A.I.D.
The representatives designated in or pursuant to the preceding sentence ,
unless A.I. D. is given notice otherwise, shall have authority to agree ,
on behal f of the Bor rower to any modification of this Loan Agreement which
- 21 does not substantially increase its obligations hereunder.
Until receipt
by A.I.D. of written notice of revocation of the authority of any such
representative, A.I.D. may accept the signature of such representative
on any instrument as conclusive evidence that any action effected by
such instrument is duly authorized.
SECTION 10.2.
Implementation Letters.
A.I.D. shall from
time to time issue Implementation Letters that will prescribe the
procedures applicable hereunder in connection with the implementation
of this Loan Agreement .
SECTION 10.3.
Communications.
Any communication or document
given, made or sent by the Borrower or A.I.D. pursuant to this Loan
Agreement shall be in writing and shall be deemed to have been duly
given, made or sent to the party to which it is addressed when it shall
be delivered by hand or by mail, telegram, cable or radiogram to such
party at it s following address:
To the Borrower:
Mail Address:
Departemen Luar Negeri
Djalan Singam.angaradja 2
Djakarta, Indonesia
I
\_,
Cable Address:
Deplu Djakarta
To Bappenas:
Mail Address:
Bappenas
Taman Surapati 2
Djakarta, Indonesia
..
- 22 -
Cable Address:
Bappenas Djakarta
To A.I.D.:
Mail Address:
United States Agency for International Development
American Embassy
Djakarta, Indones i a
Cable Address:
USAID AMEJl.1B Djakarta
Other addresses may be substituted for the above upon giving of notice
as provided herein.
All communications and documents submitted to A.I.D. hereunder
shall be in English, and all technical and engineering specificat ions
therein shall be in English and in t erms of Uni ted States standards
except as A.I.D. may otherwise agree in writ ing .
Executed at Djakarta, Indonesia, on the date
ｦｾ
Ｎｲ
ｳｴ＠
above written.
THE REPUBLIC OF JNDOYCSIA
Signed
By:
Oema.r Senoadji
Title:
Minister for Foreign Affairs
ad-interim
UNITED STATES_ OF AMERICA
Signed
By:
Francis J . Galbraith
Ti tle:
Ambassador