CONFORMED COPY LOAN NUMBER 1154 PH Loan Agreement (Magat River Multipurpose Project) BETWEEN REPUBLIC OF THE PHILIPPINES AND INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT DATED AUGUST 7, 1975 CONFORMED COPY LOAN NUMBER 1154 PH Loan Agreement (Magat River Multipurpose Project) BETWEEN REPUBLIC OF THE PHILIPPINES AND INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT DATED AUGUST 7, 1975 LOAN AGREEMENT AGREEMENT, dated August 7, 1975, between REPUBLIC OF THE PHILIPPINES (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). ARTICLE I General Conditions; Definitions Section 1.0 1. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank being hereinafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Ongoing Project" means the Angat-Magat Integrated Agricultural Development Project of the Borrower, which is in progress, and includes the rehabilitation and upgrading of the irrigation systems serving about 40,000 hectares in the MARIS; (b) "MARIS" means the Magat River Irrigation System, a system operated by NIA and serving about 39,610 hectares of land south of the Magat River and northeast of Santiago in Isabela Province; (c) "NIA" means the National Irrigation Administration, an agency established by the Borrower's Republic Act No. 3601 as amended by Presidential Decree No. 552; (d) "Project Area" means the area, mainly in Isabela Province, served by the MARIS and SIFRIS, as proposed to be extended under the Project; and (e) "SIFRIS" means the Siffu River Irrigation System, a system operated by NIA and serving about 10,000 hectares of land along the Siffu River north of the MARIS. 4 ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to forty-two million dollars ($42,000,000). Section 2.02. The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule may be amended from time to time, for expenditures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 and to be financed out of the proceeds of the Loan. Section 2.03. Except as the Bank shall otherwise agree, the goods, works and services (other than consultants' services) for the Project to be financed out of the proceeds of the Loan, shall be procured in accordance with the provisions of Schedule 4 to this Agreement. Section 2.04. The Closing Date shall be June 30, 1982 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 2.05. The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one per cent (3/4 of 1;1) per annum on the principal amount of the Loan not withdrawn from time to time. Section 2.06. The Borrower shall pay interest at the rate of eight and one-half per cent (8-1/2%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable seni-annUally on April 15 and October 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. 5 ARTICLE III Execution of the Project Section 3.01. The Borrower shall carry out the Project through the NIA with due diligence and efficiency and in conformity with appropriate financial, administrative, engineering and agricultural practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. Section 3.02. (a) The Borrower shall cause NIA to: (i) employ an expert on construction management and an expert on systems operation and maintenance, whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank, for purposes of receiving the technical assistance included in Part C of the Project; and (ii) employ engineering consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank, to assist the Borrower in carrying out Part D of the Project. (b) If the Borrower, through NIA, employs consultants to assist it in carrying out Part B of the Project, their qualifications, experience and terms and conditions of service shall be satisfactory to the Bank. Section 3.03. (a) The Borrower undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be- payable in a currency freely usable by the Borrower to replace or repair such goods. (b) Except as the Bank shall otherwise agree, the Borrower shall cause all goods and services financed out of the proceeds of the Loan to be used exclusively for the Project. Section 3.04. (a) The Borrower shall cause NIA to furnish to the Bank, promptly upon their preparation, the plans, specifications, reports, contract documents and construction and procurement schedules for the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. (b) The Borrower shall: (i) cause NIA to maintain records adequate to record the progress and cost of the Project and to identify the goods and services 6 financed out of the proceeds of the Loan, and to disclose the use thereof in the Project; (ii) continue to enable the Bank's accredited representatives to visit the facilities and construction sites included in the Project and to examine the goods financed out of the proceeds of the Loan and any relevant records and documents; and (iii) furnish to the Bank all such information as the Bank shall reasonably request concerning the Project, the expenditure of the proceeds of the Loan and the goods and services financed out of such proceeds. Section 3.05. (a) The Borrower shall grant all water rights required to enable NIA to carry out and operate the Project and shall take such action as is required to ensure that no other rights except for domestic use are granted which could adversely affect the water supply for the Project. (b) The Borrower shall take or cause to be taken all such action as shall be necessary to acquire as and when needed all such land and rights in respect of land as shall be required for carrying out the Project. Section 3.06. Without limitation of its obligations under Section 3.01 of this Agreement, the Borrower shall establish and maintain, under arrangements - satisfactory to the Bank, a Special Fund from which NIA may draw without restriction to meet expenditures in respect of the Project. The Borrower shall adjust and replenish the amount in the Special Fund at monthly intervals to a level at least equivalent to the estimated amount of payments to be made for goods and services required for the Project, less the estimated amount of payments to be made directly by the Bank, out of the proceeds of the Loan, to suppliers, consultants, or contractors for such goods and services, during the next three months' period. Section 3.07. The Borrower shall take all action necessary to ensure that: (a) NIA shall take all action required to ensure that the standards and facilities of Part A of the Project and those of the Ongoing Project are completely compatible. (b) NIA shall, within six months of the date hereof, establish an agricultural development division to serve the Project Area, the functions of which shall include monitoring the deployment of extension and water management personnel, pace of land reform, cropping patterns, use of inputs and credit and the incidence of pests and diseases. Except as the Bank may otherwise agree, such division shall be constituted, empowered and supported in the same way as the Agricultural Development Division established for the Upper Pampanga River Irrigation Project. 7 (c) NIA shall investigate means of attracting civil works contractors to bid on the civil works included in the Project. Section 3.08. The Borrower shall establish an agricultural development coordinating council to serve Isabela Province which, except as the Bank may otherwise agree, shall be constituted, empowered and supported in the same way as the Agricultural Development Coordinating Council established by agreement among NIA and other agencies of the Borrower, dated September 15, 1972, for the purpose of coordinating agricultural supporting services in the area served by the Upper Pampanga River Irrigation Project. ARTICLE IV Other Covenants Section 4.01. (a) It is the mutual intention of the Borrower and the Bank that no other external debt shall enjoy any priority over the Loan by way of a lien on governmental assets. (b) To that end, the Borrower (i) represents that at the date of this Agreement no lien exists on any governmental assets as security for any external debt except as otherwise disclosed in writing by the Borrower to the Bank, and (ii) undertakes that, except as the Bank shall otherwise agree, if any such lien shall be created, it will ipso facto equally and ratably, and at no cost to the Bank, secure the payment of the principal of, and interest and other charges on, the Loan, and in the creation of any such lien express provision will be made to that effect. The Borrower shall promptly inform the Bank of the creation of any such lien. (c) The foregoing representation and undertaking shall not apply to: (i) any lien created on property, at the time of purchase thereof, solely as security for payment of the purchase price of such property; and (ii) any lien arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after its date. As used in this Section, the term "governmental assets" means assets of the Borrower or of any agency of the Borrower including the Central Bank of the Philippines or any institution performing the functions of a central bank for the Borrower. (d) The Borrower further undertakes that, within the limits of the laws in force in its territories, it will make the foregoing undertaking effective with respect to liens on the assets of its political subdivisions and their agencies, and to the extent that the Borrower is unable within the limits of the laws in force 8 in its territories to makc this undertaking effective, the Borrower will give to the Bank an equivalent lien satisfactory to the Bank. Section 4.02. (a) The Borrower shall cause NIA to maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations in respect of the Project. (b) The Borrower shall cause NIA to: (i) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by ipdependent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than four months after the end of each such year, (A) certified copies of its financial statements for such year as so audited and (B) 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 the accounts and financial statements of NIA and the audit thereof as the Bank shall from time to time reasonably request. Section 4.03. (a) The Borrower shall cause the works and facilities included in the Project to be operated and maintained in accordance with sound agricultural, engineering and financial policies and practices, and shall make available sufficient funds to NIA for such purposes. (b) Without limitation of its obligations under paragraph (a) of this Section, the Borrower undertakes to do, or, to the extent required, to cause NIA to do, the following: (i) to make adequate budgetary provision to operate and maintain the Project; and (ii) except as the Bank shall otherwise agree, to take all necessary action to ensure that charges for the use of irrigation water are levied and collected from the users of the Project and that such charges will provide NIA with revenues sufficient to cover all operating and maintenance costs of the Project, and, in addition, to provide for the recovery, within a period not greater than 50 years, on reasonable terms and conditions satisfactory to the Bank, of the monies invested in the Project, without impairing the users' incentives and capacity to pay. 9 ARTICLE V Effective Date; Termination Section 5.01. 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 Special Fund referred to in Section 3.06 hereof has been established; and (b) NIA has established an organization satisfactory to the Bank to carry out the Project and to ensure that the execution of Part A of the Project and of the Ongoing Project will be effectively coordinated. Section 5.02. The date November 5, 1975 is hereby specified for the purposes of Section 12.04 of the General Conditions. ARTICLE VI Representative of the Borrower; Addresses Section 6.01. The Secretary of Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 6.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Secretary of Finance Department of Finance Manila, Philippines Cable address: SECFINANCE Manila 10 For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: INTBAFRAD Washington, D.C. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF THE PHILIPPINES By /s/ Eduardo Z. Romualdez Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s / Bernard R. Bell Regional Vice President East Asia and Pacific 11 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, subject to paragraph 3 of this Schedule, 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: Amount of the Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Civil works (a) mobilization 7,500,000 100% of foreign and construc- expenditures tion equipment for civil works construction (b) other '2,2200,000 42% (2) Equipment, vehicles 5,200,000 and supplies (a) direct imports 100% of foreign expenditures (b) imported goods 65 purchased locally (c) locally manu- 100% of ex-factory factured goods costs (3) Consultants and 3,900,000 100% of foreign technical expenditures or assistance 60% (4) Unallocated 3,200,000 TOTAL 42,000,000 12 2. For the purposes of this Schedule, the term "foreign expenditures" means expenditures in the currency of any country other than the Borrower and for goods or services supplied from the territory of any country other than the Borrower. 3. (a) No funds shall be disbursed under Category 3 for Part D(ii) of the Project until (a) the Bank has approved the studies carried out under Part D(i) of the Project and (b) the Bank is satisfied that the works to be designed under Part D(ii) of the Project are economically feasible. (b) Notwithstanding Section 6.03 of the General Conditions, if the Bank determines that such works are not economically feasible, the Bank may by notice to the Borrower cancel up to two million dollars ($2,000,000) equivalent of the Loan. 4. The disbursement percentages have been calculated in compliance with the policy of the Bank that no proceeds of the Loan shall be disbursed on account of payments for taxes levied by, or in the territory of, the Borrower on goods or services, or on the importation, manufacture, procurement or supply thereof; to that end, if the amount of any such taxes levied on or in respect of any item to be financed out of the proceeds of the Loan decreases or increases, the Bank may, by notice to the Borrower, increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Bank. 5. Notwithstanding the provisions of paragraph I above, no withdrawals shall be made in respect of expenditures prior to the date of this Agreement. 6. Notwithstanding the allocation of an amount of the Loan or the disbursement percentages set forth in the table in paragraph I above, if the Bank has reasonably estimated that the amount of the Loan then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Bank may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Loan which are then allocated to another Category and which in the opinion of the Bank are not needed to meet other expenditures, and (ii) if such reallocation cannot fully meet the estimated shortfall, reduce the disbursement percentage then applicable to such expenditures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made. 7. If the Bank shall have reasonably determined that the procurement of any item in any Category is inconsistent with the procedures set forth or referred to 13 in this Agreement, no expenditures for such item shall be financed out of the proceeds of the Loan and the Bank may, without in any way restricting or limiting any other right, power or remedy of the Bank under the Loan Agreement, by notice to the Borrower, cancel such amount of the Loan as, in the Bank's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Loan. 14 SCHEDULE 2 Description of the Project The Project consists of the following parts: Part A: Improvement and Expansion of Irrigation Systems Upgrading existing NIA irrigation systems serving about 890 hectares in the MARIS service area (other than the upgrading of systems included in the Ongoing Project) and about 10,000 hectares in the SIFRIS service area, and upgrading existing communal irrigation systems serving about 1,300 hectares in the MARIS service area; and extending the MARIS and SIFRIS systems to service an additional 22,810 hectares in the Project Area. Such upgrading and extension will include the following: (i) Raising the MARIS diversion dam by 5 meters and enlarging and constructing additional outlet works: (ii) Constructing near such dam an air strip, access roads and a bridge across the Magat River; (iii) Repair of existing, and construction of new, canals and structures and provision of additional control structures, turnouts and collector drains in areas to be upgraded; (iv) Constructing about 150 small buildings for use by water management technologists, and rice drying floors of at least 400 square meters adjacent thereto; (v) Improvement of existing, or construction of new, access roads of about 830 kilometers in the Project Area except the area covered by the Ongoing Project; and (vi) Providing equipment required for the construction and maintenance of the foregoing. Part B: Water Management Training (i) Training about 150 water management technologists including training in water management methods, rice production 15 techniques and farmer organization to serve the Project Area, including in-service training; and (ii) Providing facilities for such training and for providing refresher courses to such technologists. Part C: Operational Technical Assistance Providing technical assistance to NIA in construction management, and systems operation and maintenance. Part D: Engineering Studies Carrying out additional engineering studies for the construction on the Magat River of a storage dam and power works about 5 kilometers upstream from the MARIS diversion works i the following two phases (provided the results of the first justify the second): (G) Collection of additional geological information on the site of the dam and reservoir; hydrological investigation of the river regime and reservoir size (to maximize net Project benefits); determining the command area to be served by the dam, and the feasibility of a pump/gravity canal to serve about 7,000 hectares east of the Siffu South Main Canal; updating cost estimates; and assessment of the economic justification of constructing such dam and power station; and (ii) Preparation of final designs, cost estimates and invitations to bid for construction of the dam, power station and appurtenant structures and assistance to NIA in prequalification of bidders and bid evaluation. The Project is expected to be completed by December 31, 1981. 16 SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* April 15, 1982 515,000 October 15, 1982 535,000 April 15, 1983 560,000 October 15, 1983 580,000 April 15, 1984 610,000 October 15, 1984 635,000 April 15, 1985 660,000 October 15, 1985 690,000 April 15, 1986 715,000 October 15, 1986 745,000 April 15, 1987 780,000 October 15, 1987 810,000 April 15, 1988 850,000 October 15, 1988 880,000 April 15, 1989 920,000 October 15, 1989 960,000 April 15, 1990 1,000,000 October 15, 1990 1,040,000 April 15, 1991 1,090,000 October 15, 1991 1,130,000 April 15, 1992 1,180,000 October 15, 1992 1,230,000 April 15, 1993 1,285,000 October 15, 1993 1,340,000 April 15, 1994 1,395,000 October 15, 1994 1,450,000 April 15, 1995 1,520,000 October 15, 1995 1,580,000 April 15, 1996 1,645,000 October 15, 1996 1,720,000 April 15, 1997 1,790,000 October 15, 1997 1,865,000 April 15, 1998 1,945,000 October 15, 1998 2,030,000 April 15, 1999 2,115,000 October 15, 1999 2,205,000 * To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figures in this column represent dollar equivalents determined as for purposes of withdrawal. 17 Premiums on Prepayment The following percentages are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the Loan pursuant to Section 3.05(b) of the General Conditions: Time of Prepayment Premium Not more than three years before maturity 1% More than three years but not more than six years before maturity 2-1/4% More than six years but not more than eleven years before maturity 4% More than eleven years but not more than sixteen years before maturity 5-1/2% More than sixteen years but not more than twenty-one years before maturity 7-1/4% More than twenty-one but not more than twenty-three years before maturity 8% More than twenty-three years before maturity 8-1/2% 18 SCHEDULE 4 Procurement A. General Procedures 1. Except as provided in Part A.4 hereof, contracts shall be let under procedures consistent with those set forth in the "Guidelines for Procurement under World Bank Loans and IDA Credits" published by the Bank in April 1972, as revised in October 1972 (hereinafter called the Guidelines), on the basis of international competitive bidding. 2. The works for the modification of the MARIS dam and intake structures shall be bid as a single contract for which invitations to bid shall be internationally advertised in accordance with paragraph 2. 1 of the Guidelines. 3. Except as provided in Part A.4 (ii) hereof, all other invitations to bid shall be advertised locally and shall be transmitted to representatives of the member countries of the Bank and Switzerland which are potential suppliers of the goods or services required. 4. Notwithstanding the provisions set forth or referred to in Part A. I of this Schedule: (i) civil works other than for the modification of the MARIS clam and intake structures may be carried out either (A) by NIA under force account, or (B) by contract awarded under procedures consistent with the Guidelines, provided that the aggregate cost of such civil works carried out by force account shall not, without prior consent of the Bank, exceed 407 of the total cost of all such civil works in the Project; and (ii) any contract for the procurement of equipment, materials, supplies and vehicles not exceeding the equivalent of $10,000 may be awarded on a competitive basis consistent with the Borrower's normal procurement practices without international competitive bidding, provided that the aggregate expenditure for such items so procured shall not exceed the equivalent of S300,000. B. Evaluation and Conparison of Bids for Goods; Preference for Domestic Manufacturers 1. For the purpose of evaluation and comparison of bids for the supply of goods: (i) bidders shall be required to state in their bid the c.i.f. (port of entry) 19 price for imported goods, or the ex-factory price for domestically-manufactured goods; (ii) customs duties and other import taxes on imported goods, and sales and similar taxes on domestically-supplied goods, shall be excluded; and (iii) the cost to the Borrower of inland freight and other expenditures incidental to the delivery of goods to the place of their use or installation shall be included. 2. Goods manufactured in the Philippines may be granted a margin of preference in accordance with, and subject to, the following provisions: (a) All bidding documents for the procurement of goods shall clearly indicate any preference which will be granted, the information required to establish the eligibility of a bid for such preference and the following methods and stages that will be followed in the evaluation and comparison of bids. (b) After evaluation, responsive bids will be classified in one of the following three groups: (1) Group A: bids offering goods manufactured in the Philippines if the bidder shall have established to the satisfaction of the Borrower and the Bank that the manufacturing cost of such goods includes a value added in the Philippines equal to at least 20% of the ex-factory bid price of such goods. (2) Group B: all other bids offering goods manufactured in the Philippines. (3) Group C: bids offering any other goods. (c) All evaluated bids in each group shall be first compared among themselves, excluding any customs duties and other import taxes on goods to be imported and any sales or similar taxes on goods to be supplied domestically. to determine the lowest evaluated bid of each group. Such lowest evaluated bids shall then be compared with each other, and if. as a result of this comparison, a bid from group A or group B is the lowest, it shall be selected for the award. (d) If, as a result of the comparison under paragraph (c) above, the lowest bid is a bid from group C, all group C bids shall be further compared with the lowest evaluated bid from group A after adding to the c.i.f. bid price of the imported goods offered in each group C bid, for the purpose of this further comparison only, an amount equal to (i) the amount of customs duties and other import taxes which a non-exempt importer would have to pay for the importation of the goods offered in such group C bid, or (ii) 15% of the c.i.f. bid price of such goods if said customs duties and taxes exceed 15% of such price. If the group 20 A bid in such further comparison is the lowest, it shall be selected for the award; if not, the bid from group C which as a result of the comparison under paragraph (c) is the lowest evaluated bid shall be selected. C. Review of Procurement Decisions by Bank 1. With respect to contracts for civil works estimated to cost the equivalent of $100,000 or more and all contracts for vehicles and equipment estimated to cost the equivalent of $50,000 or more: (a) Review of prequalification. If bidders are required to prequalify, the Borrower shall, before qualification is invited, inform the Bank in detail of the procedure to be followed and shall introduce such modifications in said procedure as the Bank shall reasonably request. The list of prequalified bidders, together with a statement of their qualifications and of the reasons for the exclusion of any applicant for prequalification shall be furnished by the Borrower to the Bank for its comments before the applicants are notified, and the Borrower shall make such additions to, deletions from, or modifications in, the said list as the Bank shall reasonably request. (b) Review of invitation to bid and of proposed awards and final contracts: (i) Before bids are invited, the Borrower shall furnish to the Bank, for its comments, the text of the invitations to bid and the specifications and other bidding documents, together with a description of the advertising procedures to be followed for the bidding, and shall make such modifications in the said documents or procedures as the Bank shall reasonably request. Any further modification to the bidding documents shall require the Bank's concurrence before it is issued to the prospective bidders; (ii) Promptly after bids have been opened, the Borrower shall inform the Bank of the names of the bidders and the respective amounts of the bids; (iii) After bids have been received and evaluated, the Borrower shall, before a final decision on the award is made, inform the Bank of the name of the bidder to which it intends to award the contract and the reasons for the intended award and shall furnish to the Bank, in sufficient time for its review, a detailed report, on the evaluation and comparison of the bids received, together 21 with the recommendation for award and such other information as the Bank shall reasonably request. The Bank shall, if it determines that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform the Borrower and state the reasons for such determination; (iv) The terms and conditions of the contract shall not, without the Bank's concurrence, materially differ from those on which bids were asked or prequalification invited; and (v) Two conformed copies of the contract shall be furnished to the Bank promptly after its execution and prior to the submission to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract. 2. With respect to each contract to be financed out of the proceeds of the Loan and not governed by the preceding paragraph, the Borrower shall furnish to the Bank, promptly after its execution and prior to the submission to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract, two conformed copies of such contract, together with the analysis of bids, recommendations for award and such other information as the Bank shall reasonably request. The Bank shall, if it determines that the award of the contract was not consistent with the Guidelines or this Schedule, promptly inform the Borrower and state the reasons for such determination.