,,
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A.I.D. Loan No. 497-H-027
I, 0 A N A G R E E M E N T (Indonesia: Project Development Loan)
BEI'WEEN THE
GOVERNMENT OF THE REPUBLIC OF IlIDONESIA AND THE
GOVERNMENT OF THE UNrrED STATES OF AMERICA
Section Number
ARTICLE I SECTION 1 . 1
SECTION 1.2 ARTICLE II
SECTION 2 . 1 SECTION 2.2 SECTION 2.3 SECTI ON 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 . 3ARTICLE V
SECTION 5 .1 SECTION 5 .2
c
ARTI CLE VISECTION 6.1 SECTION 6 .2 SECTION 6 . 3 SEC'r ION
6 . 4
TABLE OF CONTENTS
The Loan
The Loan
The Project
Borrower Repayment Terms and Interest Interest
Repayment
Application and Place of Payment Prepayment 1 1 1 2 2 2 2 3
Conditions Precedent 3
Conditions Precedent to Initial Financing 3
Specific Conditions Precedent to
Financing Each Activity
4
Terminal Dates for Fulfillment of
Conditions Precedent to Disbursement 5
Notification of Meeting of Conditions
Precedent to Disbursement
5
Disbursements
6
Requests for Letters of Comm.itment
6
Other Forms of Disbursement
6
Terminal Date for Requests for Commitment
Documents and for Disbursements
6
Reimbursement from Revenue- Producing
Projects
7
Reimbursement 7
Rate of Exchange
7
Particular Covenants and Warranties 8
Execution of the Project
8
Funds and Resources to be Provided
by Borrower
8
Continuing Consultat ion
8
Availability of Completed Studies
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
8.1
SECTI ON
8.2
SECTION
8.3
SECTION
8.4
SECTION
8 .5
SECTION
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
SECTION9 .5
ARTICLE X
SEC'l'ION 10 .1 SECTION 10 . 2 SECTION 10.3
General Covenants, Warrant ies and Agreements
Ut ilizati on of Goods and Services In.format ion ai.1d Marking
Notice of Material Developments Inspections
Taxe s and Duties
Commissions, Fees and Other Payments Renegotiat ion of Terms
Maintenance and Audit of Records Report s
Covenants Concerning Procurement 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 Remedi es or A.I.D.
E.'vents of Default; Acceleration
Termination
or
Disbursements ; Transfer of Goods to A.I.D.Refunds Waivers
Expen ses of Collection Miscellaneous
Designation of Representatives Implementation Letters
LOAN AGREEMENT dated
ｎｯｶ･ｮ･ＬＬｾ＠
3; 1971
between theGOVERNMENT 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 Loan
SECTION 1.l. The ｉＮ ｯ ｾＢｬＮ＠ 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. ｾｨ･＠ Project. The "Project" shall mean the performance of technical ｡Ｎｾ､＠ economic feasibility studies, engineering
and design and ot her capital project related activities in Indonesia. All a ct ivities 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 Indonesianl
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. Interest shall accrue at a rate of two percent
(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 payablenine 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 topayee 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 representat ives 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 pur suant to Section 3.1 (a) or the
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 . Specific Conditions Precedent to Financing Each
Activity. 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 activityincluding priority and relation to the Five
Year Plan;
(5) Amount of assistance requested;
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 Guideline s .
(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 . Except as A.I .D. may otherwise agree in1 writing, if the conditions required by Section
3.1
have not been satisfiedL
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.
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 r l
Disbursements
SECTION 4.1. Requests for Letters of Commitment. Upon satisfaction of conditions precedent spec ified in Section
3,1
and of the conditionsprecedent 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.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, mayat 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 theBorrower 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. 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 othermatters 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, makec
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 materially affect the Project or the discharge of i ts obligat ions under- 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 <'1 ｾＺ＠
. ｾﾷ＠ ..
• · .. ;. · !a:.
'
country of the Borrower, the Borrower shall pay or reimburse the same
under Section
6.2
of this Agreement with funds other than those provided .· ...• •• 1
SECTION
7.6.
Commissions, Fees and Other Payments. TheBorrower warrants and covenants that in connection with obtaining the Loan provided for herein or taking any action under or with respect t o this Loan Agreement it has not paid and will not pay or agree to pay
nor to the best of its knowledge has there been paid or will there be paid or agreed to be paid by any other person or entity, conunissions, fees or other payments of any kind, except as regular compensation to
the Borrower's full-time officers and employees or . as compensation for bona fide professional, technical or other comparable services. The Borrower shall promptly report to A.I.D. any payment or agreement to pay for such bona fide professional, technical or comparable services to which it is a party or of which it has knowledge (indicating whether
such payment has been made or is to be made on a contingent basis), and if the amount of such payment is deemed unreasonable by A.I.D., the party concerned shall cause a reduction satisfactory to A.I.D. to be made therein.
SECTION
7.7 .
Renegotiation of Terms. The Borrower agrees that at any time or times when it is required to do so by A.I.D., but notsooner t han six
(6)
months prior to the date the first repayment of Principal is due, it will negotiat e with A.I.D. with respect to acceleration of the repayment of Principal by the Borrower. It is agreed that the Borrower and A.I.D. shall mutually determine t o whatextent repayment of such Principal should be accelerated on the basis of one or more of the following criteria:
(a) significant improvement in the internal economic Ｍｾ［Ｚ＠ '·· =<
• <
and financial situation of the Republic of Indonesia;
12
-(b) favorable trends in the balance of payments and
foreign exchange holdings of the Republic of Indonesia;
(c) ability of the Republic of Indonesia to make future repayment of A. I.D. loans without interfering with the service of debts owing to any United States Government agency or any international
organization of which the United States is a member.
SECTION
7.8.
Maintenance and Audit of Records. The Borrowershall maintain, or cause to be maintained, in accordance with sound accounting principles and practices consistently applied, books and
records relating both to the Project and to this Loan Agreement . Such books and records shall, without limitation, be adequate t o show:
(a) the receipt and use made of goods and services acquired
with funds disbursed pursuant to the Loan; (b) t he progress of the Project;
(c) the nature and extent of solicitations of prospective suppliers of goods and services acquired pursuant to the Loan;
(d) t he bas is of the award of contracts and orders to
successful bidders; and
(e) aggregate of A.I.D. disbursements and local currency expenditures for each activity.
Such books and records shall be regularly audited by independent public accountants acceptable to A.I.D., in accordance with sound auditing standards, on an annual basis or for such period and at such intervals
date of the last disbursement by A.I.I>. 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 w iJ. l furnish A. I . lJ. \'l i th suchinformation 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
hereinfor 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 ordersare placed or contracts are entered into for such Eligible Items.
Transporta-tion services shall be deemed to have their source ｡Ｎｾ､＠ 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 of countries included in i.he ｾ Ｚ［｡ｩ､＠ Code 935 as in efi'ect at the time such transportation is procured. This covenant shall be construed in accordance
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 ninetypercent
(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ＮＮｾ･ｳｳ＠ Notification . In order t hat American small business shall have the opportunity to participate in furn:i.shinggoods 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 fift y 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
r
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.
Marine Insurance.(a) 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
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, in16
-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 rea sonable period of time. The Borrower shall seek assistance from A. L . end A.I.D. will assist the Borrower in ascertaining the availability 0 · and in
obtaining such excess property. A. I.D. will make a:rranger." ·1ts :for any
necessary inspection of such property by the Borrower or its representative s. 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
SECTION
8.9.
Plans, Specifications and Contracts. Except asA. 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 lpay-ment 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
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
agree-ment 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. Termination of ｄｩｳ｢ｵｲｳ･ｭ･ｮｾｳ［＠ Transf_e:'" ....£.:t.
Goodsto A.I.D . 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 legis lation
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
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 docudisburse-mentation 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 inviolation 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 •\
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 LoanAgr 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 andreimbursed as A. I.D . shall specify. ARTICLE X
Miscellaneous
SECTION 10.1 . Designation of Representatives .
(a) 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 e spective 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
I
\_,
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 documentgiven, 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
Cable Address: Deplu Djakarta To Bappenas:
Mail Address:
Bappenas
..
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
