OlFFICAL. DOCUMENTS)' LOAN NUMBER 8459-BY Loan Agreement (Transit Corridor Improvement Project) between REPUBLIC OF BELARUS and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated cJ4b&t ? , 2015 LOAN NUMBER 8459-BY LOAN AGREEMENT Agreement dated ,2015, between REPUBLIC OF BELARUS ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). The Borrower and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) constitute an integral part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II - LOAN 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in this Agreement, the amount of two hundred fifty million Dollars (US$250,000,000), as such amount may be converted from time to time through a Currency Conversion in accordance with the provisions of Section 2.08 of this Agreement ("Loan"), to assist in financing the project described in Schedule 1 to this Agreement ("Project"). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section IV of Schedule 2 to this Agreement. 2.03. The Front-end Fee payable by the Borrower shall be equal to one quarter of one percent (0.25%) of the Loan amount. 2.04. The Commitment Charge payable by the Borrower shall be equal to one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. 2.05. The interest payable by the Borrower for each Interest Period shall be at a rate equal to the Reference Rate for the Loan Currency plus the Variable Spread; provided, that upon a Conversion of all or any portion of the principal amount of the Loan, the interest payable by the Borrower during the Conversion Period on such amount shall be determined in accordance with the relevant provisions of Article IV of the General Conditions. Notwithstanding the foregoing, if any amount of the Withdrawn Loan Balance remains unpaid when due and such non-payment continues for a period of thirty days, then the interest payable by the Borrower shall instead be calculated as provided in Section 3.02 (e) of the General Conditions. 2.06. The Payment Dates are April 15 and October 15 in each year. 2.07. The principal amount of the Loan shall be repaid in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. 2.08. (a) The Borrower may at any time request any of the following Conversions of the terms of the Loan in order to facilitate prudent debt management: (i) a change of the Loan Currency of all or any portion of the principal amount of the Loan, withdrawn or unwithdrawn, to an Approved Currency; (ii) a change of the interest rate basis applicable to: (A) all or any portion of the principal amount of the Loan withdrawn and outstanding from a Variable Rate to a Fixed Rate, or vice versa; or (B) all or any portion of the principal amount of the Loan withdrawn and outstanding from a Variable Rate based on a Reference Rate and the Variable Spread to a Variable Rate based on a Fixed Reference Rate and the Variable Spread, or vice versa; or (C) all of the principal amount of the Loan withdrawn and outstanding from a Variable Rate based on a Variable Spread to a Variable Rate based on a Fixed Spread; and (iii) the setting of limits on the Variable Rate or the Reference Rate applicable to all or any portion of the principal amount of the Loan withdrawn and outstanding by the establishment of an Interest Rate Cap or Interest Rate Collar on the Variable Rate or the Reference Rate. (b) Any conversion requested pursuant to paragraph (a) of this Section that is accepted by the Bank shall be considered a "Conversion", as defined in the General Conditions, and shall be effected in accordance with the provisions of Article IV of the General Conditions and of the Conversion Guidelines. ARTICLE III - PROJECT 3.01. The Borrower declares its commitment to the objective of the Project. To this end, the Borrower shall carry out the Project through the Ministry of Transport and Communications (MoTC) and Minskavtodor Center (MA-C), in accordance with the provisions of Article V of the General Conditions and the Inter-Ministerial Resolution. 3.02. Without limitation upon the provisions of Section 3.01 of this Agreement, and except as the Borrower and the Bank shall otherwise agree, the Borrower shall ensure that the Project is carried out in accordance with the provisions of Schedule 2 to this Agreement. ARTICLE IV - REMEDIES OF THE BANK 4.01. The Additional Events of Suspension consist of the following: (a) The Inter-Ministerial Resolution has been amended, suspended, abrogated, repealed, waived or not enforced, in such a manner so as to affect materially and adversely, in the opinion of the Bank, the ability of MA-C to carry out the Project. (b) The Legislation of MA-C has been amended, suspended, abrogated, repealed or waived so as to affect materially or adversely, in the opinion of the Bank, MA-C's ability to carry out the Project pursuant to the Inter-Ministerial Resolution. 4.02. The Additional Events of Acceleration consist of the following, namely, that any event specified in Section 4.01(a) and (b) of this Agreement occurs and is continuing for a period of sixty (60) days after notice of the event has been given by the Bank to the Borrower. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Additional Conditions of Effectiveness consist of the following: (a) The Project Operational Manual has been adopted by the Borrower. (b) The Inter-Ministerial Resolution has been duly issued and published in the National Registry of Legal Acts, and is in full force and effect. 5.02. The Effectiveness Deadline is the date one hundred twenty (120) days after the date of this Agreement. ARTICLE VI - REPRESENTATIVE; ADDRESSES 601. The Borrower's Representative is the Deputy Prime Minister. 6.02. The Borrower's Address is: Council of Ministers House of Government Minsk, 220010 11 Sovetskaya Street Republic of Belarus Facsimile: 375 17 2226665 6.03. The Bank's Address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: Facsimile: [NTBAFRAD 248423(MCI) or 1-202-477-6391 Washington, D.C. 64145(MCI) AGREED at Minsk, Republic of Belarus, as of the day and year first above written. REPUBLIC OF BELARUS By Authorized Representative Name: I Title:te INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Authorized Representative Name: 6 I a Title: SCHEDULE 1 Project Description The objective of the Project is to improve transport connectivity, border crossing procedures and safety for domestic and international road users on selected sections of the M6 Corridor. The Project consists of the following parts: Part 1: Improvement of Sections of M6 Transit Corridor Reconstructing and upgrading selected sections of the M6 Corridor through, inter alia: (a) carrying out of widening works (from a two lane road to a four lane road) in selected sections of the M6 Corridor between the cities of Minsk and Grodno for approximately 86 km in the aggregate; (b) the installation of central crash barriers, side barriers, bus stops, road signs and markings along selected sections of the M6 Corridor; (c) the improvement of vertical alignments located in selected sections of the M6 Corridor; and (d) the carrying out of: (i) the technical audits for the activities mentioned under Part 1 (a) to (c) above; and (ii) the Project financial audits. Part 2: Road Safety and Network Management Strengthening the Borrower's traffic management and road emergency response through, inter alia: (a) the establishment of a Traffic and Road Safety Coordination Center (TRSCC) through, inter alia: (i) the preparation of the technical design of TRSCC and the necessary bidding documents for its establishment; (ii) the provision of consultants' services and Training; (iii) the development of the necessary monitoring and evaluation mechanisms, through, inter alia: (A) the design and implementation of road users' satisfaction surveys; (B) the carrying out of impact evaluations of road sector interventions; and (C) the carrying out of road safety awareness campaigns; and (iv) the provision of ICT systems. (b) (i) the design and implementation of a market survey on road-side services to identify user needs and private sector interests in the Borrower's transport sector; and (ii) the review of the Borrower's regulatory framework for the development of road-side services based on a market-oriented approach. Part 3: Border Management Enhancement Strengthening the Borrower's border management capacity and facilitating the movement of cross-border trade at the Bruzgi border crossing point, through the re-design and implementation of the physical layout of vehicles control, processing and examination areas, through the provision of works, goods and consultants' services required therefor. SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements 1. The Borrower shall vest the overall responsibility for the implementation of the Project in MoTC, and to this end, through MA-C, shall operate and maintain, throughout Project implementation, the Project Implementation Team Unit (PIT) with qualified staff in sufficient numbers, adequate funds, facilities, services and other resources for Project implementation, all acceptable to the Bank. 2. The Borrower, through MoTC and MA-C shall: (a) carry out the Project in accordance with the requirements set forth in a manual acceptable to the Bank (Project Operational Manual or POM); and (b) not to assign, amend, abrogate, or waive the POM or any of its provisions, except with the prior written approval of the Bank. In case of any conflict between the terms of the POM and those of this Agreement, the terms and conditions of this Agreement shall prevail. 3. The Borrower shall maintain, or cause to be maintained, during the implementation of the Project, its offices, units and subordinated agencies (including, MA-C, Grodnoavtodor, Beldor Center, and the State Customs Committee (SCC)) with technical, environmental and social safeguards, fiduciary and other Project related responsibilities for implementing the Project, all with powers, functions, capacity, staffing and resources acceptable to the Bank to fulfill their respective responsibilities under the Project. B. Inter- Ministerial Resolution 1. To facilitate the carrying out of the Project, the Borrower shall issue an inter-ministerial resolution, under terms and conditions acceptable to the Bank (Inter-Ministerial Resolution) which shall include: (a) the obligation of MA-C to: (i) implement the Project in accordance with the pertinent provisions of this Agreement (including compliance with the pertinent provisions set forth in the Safeguards, Procurement and Financial Management sections and the provisions of Article V of the General Conditions), the Anti- Corruption Guidelines and the POM; (ii) promptly inform the Borrower and the Bank of any condition which interferes, or threatens to interfere, with the performance of its obligations under the Inter-Ministerial Resolution; and (iii) take or permit to be taken all actions to enable the Borrower to comply with the obligations referred to in this Agreement as applicable to MA-C; and (b) the obligation of Grodnoavtodor, Beldor Center, and SCC, each to assist the MoTC and MA-C in the implementation of the technical aspects of the Project and in compliance with the pertinent provisions of this Agreement (including the Safeguards section). C. Anti-Corruption The Borrower shall ensure that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines. D. Safeguards 1 . The Borrower, through MoTC and MA-C, shall carry out the Project in accordance with the Environmental Management Plan (EMP) and the Resettlement Policy Framework (RPF). Except as the Bank shall otherwise agree, the Borrower, through MoTC and MA-C, shall not assign, amend, abrogate or waive the EMP and the RPF or any of their provisions. 2. Prior to commencement of any works to be carried out in the Grodno region under Part 1 of the Project, the Borrower shall, through MoTC and MA-C, implement the Resettlement Action Plan (RAP), in accordance with its terms and in a manner acceptable to the Bank, including the obligation of full payment of compensation and/or the provision of relocation to all Displaced Persons prior to any displacement. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the RAP or any of its provisions. 3. Without limitation to the provisions set forth in paragraphs 1 and 2 above, for the purposes of carrying out any works under Part 1 of the Project (other than in the Grodno region), the Borrower, through MOTC and MA-C shall: (a) when applicable: (i) prepare and disclose, prior to commencement of any works Site-specific RAPs, each and all acceptable to the Bank, in accordance with the RPF; and (ii) immediately thereafter, carry out the works in accordance with the provisions of said Site-specific RAPs and in a manner acceptable to the Bank, including full payment of compensation and/or the provision of relocation to all Displaced Persons prior to any displacement; and (b) maintain a grievance redress mechanism acceptable to the Bank so as to enable an adequate monitoring of the issues related to the implementation of the RAP and/or any Site-specific RAP arising as a result of the Project activities. Section II. Project Monitoring Reporting and Evaluation A. Project Reports The Borrower, through MOTC and MA-C shall: (a) monitor and evaluate the progress of the Project; and (b) with the assistance of PIT, prepare Project Reports, all in accordance with the provisions of Section 5.08 of the General Conditions and on the basis of the indicators acceptable to the Bank. Each Project Report shall cover the period of one calendar semester, and shall be furnished to the Bank not later than forty five (45) days after the end of the period covered by such report. B. Financial Management, Financial Reports and Audits 1 . The Borrower, through MOTC, shall maintain or cause to be maintained, a financial management system in accordance with the provisions of Section 5.09 of the General Conditions. 2. The Borrower, through MOTC, shall cause MA-C to prepare and furnish to the Bank, not later than forty five (45) days after the end of each calendar quarter, interim unaudited financial reports for the Project covering the quarter, in form and substance acceptable to the Bank. 3. The Borrower, through MoTC, shall cause MA-C to: (i) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations and financial condition of MA-C, including the operations, resources and expenditures related to the Project; and (ii) have its financial statements referred to above audited by independent auditors acceptable to the Bank. Each audit of these financial statements shall cover the period of one fiscal year of the Borrower (or any other period as shall be agreed by the Bank). 4. The Borrower, through MoTC, shall cause MA-C to ensure that the audited financial statements for each period shall be: (a) furnished to the Borrower and the Bank not later than six (6) months after the end of each period; and (b) made publicly available in a timely fashion and in a manner acceptable to the Bank. Section III. Procurement A. General 1 . Goods, Works and Non-consulting Services. All goods, works and non-consulting services required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the requirements set forth or referred to in Section I of the Procurement Guidelines, and the provisions of this Section (including Annex A to this Schedule). 2. Consultants' Services. All consultants' services required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the requirements set forth or referred to in Sections I and IV of the Consultant Guidelines and the provisions of this Section. 3. Definitions. The capitalized terms used below in this Section to describe particular procurement methods or methods of review by the Bank of particular contracts refer to the corresponding method described in Sections II and III of the Procurement Guidelines, or Sections II, III, IV and V of the Consultant Guidelines, as the case may be. B. Particular Methods of Procurement of Goods, Works and Non-consulting Services 1. International Competitive Bidding. Except as otherwise provided in paragraph 2 below, goods, works and non- consulting services shall be procured under contracts awarded on the basis of International Competitive Bidding. 2. Other Methods of Procurement of Goods, Works and Non- consulting Services. The following methods, other than International Competitive Bidding, may be used for procurement of goods, works and non-consulting services for those contracts specified in the Procurement Plan. The Procurement Plan shall specify the circumstances under which such methods are used: (a) National Competitive Bidding, subject to the additional provisions set forth in Annex A to this Schedule; (b) Shopping; (c) Direct Contracting; and (d) Force Account. C. Particular Methods of Procurement of Consultants' Services 1. Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2 below, consultants' services shall be procured under contracts awarded on the basis of Quality and Cost-based Selection. 2. Other Methods of Procurement of Consultants' Services. The following methods, other than Quality and Cost-based Selection, may be used for procurement of consultants' services for those contracts which are specified in the Procurement Plan. The Procurement Plan shall specify the circumstances under which such methods are used: (a) Quality-based Selection; (b) Selection under a Fixed Budget; (c) Least Cost Selection; (d) Selection based on Consultants' Qualifications; (e) Single- source Selection of consulting firms; (f) Procedures set forth in paragraphs 5.2 and 5.3 of the Consultant Guidelines for the Selection of Individual Consultants; and (g) Single-source procedures for the Selection of Individual Consultants. D. Review by the Bank of Procurement Decisions 1. The Procurement Plan shall set forth those contracts which shall be subject to the Bank's Prior Review. All other contracts shall be subject to Post Review by the Bank. 2. The Borrower shall no later than June 30 of every year during the implementation of the Project, beginning on June 30, 2016: (i) prepare and furnish to the Bank a procurement progress report (Procurement Report), in form and substance acceptable to the Bank, which shall include, inter alia: (A) a description of the issues which arose during the full procurement cycle under the Project during the twelve months preceding the date of presenting each Procurement Report, from design through planning, bidding, contract implementation and completion; (B) a list of proposed measures and actions to be taken to resolve the issues identified under (A) above; and (C) a proposed timeline for the implementation of the said measures and actions; and (ii) thereafter implement the proposed measures and actions under each Procurement Report in accordance with its terms and in a manner acceptable to the Bank. Section IV. Withdrawal of Loan Proceeds A. General 1. The Borrower may withdraw the proceeds of the Loan in accordance with the provisions of Article II of the General Conditions, this Section, and such additional instructions as the Bank shall specify by notice to the Borrower (including the "World Bank Disbursement Guidelines for Projects" dated May 2006, as revised from time to time by the Bank and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the table in paragraph 2 below. 3. The following table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Loan ("Category"), the allocation of the amounts of the Loan to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category. Amount of the Loan Percentage of Category Allocated Expenditures to be (expressed in USD) financed (inclusive of Taxes) (1) Goods, works, 249,375,000 100% non-consulting services, consultants' services, and Training for the Project (2) Front-end Fee 625,000 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07 (b) of the General Conditions TOTAL 250M0,000 AMOUNT B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made for payments made prior to the date of this Agreement. 2. The Closing Date is June 30, 2020. SCHEDULE 3 Amortization Schedule 1. The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share"). If the proceeds of the Loan have been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined by the Bank by multiplying: (a) Withdrawn Loan Balance as of the first Principal Payment Date; by (b) the Installment Share for each Principal Payment Date, such repayable amount to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. Principal Payment Date Installment Share (Expressed as a Percentage) On each April 15 and October 15 Beginning April 15, 2020 4,76% through October 15, 2029 On April 15, 2030 4,80% 2. If the proceeds of the Loan have not been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined as follows: (a) To the extent that any proceeds of the Loan have been withdrawn as of the first Principal Payment Date, the Borrower shall repay the Withdrawn Loan Balance as of such date in accordance with paragraph 1 of this Schedule. (b) Any amount withdrawn after the first Principal Payment Date shall be repaid on each Principal Payment Date falling after the date of such withdrawal in amounts determined by the Bank by multiplying the amount of each such withdrawal by a fraction, the numerator of which is the original Installment Share specified in the table in paragraph 1 of this Schedule for said Principal Payment Date ("Original Installment Share") and the denominator of which is the sum of all remaining Original Installment Shares for Principal Payment Dates falling on or after such date, such amounts repayable to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. 3. (a) Amounts of the Loan withdrawn within two calendar months prior to any Principal Payment Date shall, for the purposes solely of calculating the principal amounts payable on any Principal Payment Date, be treated as withdrawn and outstanding on the second Principal Payment Date following the date of withdrawal and shall be repayable on each Principal Payment Date commencing with the second Principal Payment Date following the date of withdrawal. (b) Notwithstanding the provisions of sub-paragraph (a) of this paragraph, if at any time the Bank adopts a due date billing system under which invoices are issued on or after the respective Principal Payment Date, the provisions of such sub-paragraph shall no longer apply to any withdrawals made after the adoption of such billing system. 4. Notwithstanding the provisions of paragraphs 1 and 2 of this Schedule, upon a Currency Conversion of all or any portion of the Withdrawn Loan Balance to an Approved Currency, the amount so converted in the Approved Currency that is repayable on any Principal Payment Date occurring during the Conversion Period, shall be determined by the Bank by multiplying such amount in its currency of denomination immediately prior to the Conversion by either: (i) the exchange rate that reflects the amounts of principal in the Approved Currency payable by the Bank under the Currency Hedge Transaction relating to the Conversion; or (ii) if the Bank so determines in accordance with the Conversion Guidelines, the exchange rate component of the Screen Rate. 5. If the Withdrawn Loan Balance is denominated in more than one Loan Currency, the provisions of this Schedule shall apply separately to the amount denominated in each Loan Currency, so as to produce a separate amortization schedule for each such amount. ANNEX A to SCHEDULE 2 Additional Provisions Relating to Procurement of Goods, Works and Non-Consulting Services under Bank-Financed Contracts Subject to National Competitive Bidding Without limitation upon the provisions of Section III of Schedule 2 to this Agreement or the Procurement Guidelines, the procurement procedure to be followed for National Competitive Bidding shall be the Open Tender procedure set forth in the Public Procurement Law of the Borrower (Law No. 419-3 on Public Procurement of Goods (Works, Services), dated 13 July 2012), and subject to the following provisions: A. Eligibility The eligibility of bidders shall be as defined under Section I of the Procurement Guidelines; accordingly, no bidder or potential bidder shall be declared ineligible for contracts financed by the Bank for reasons other than those provided in Section I of the Procurement Guidelines. Bidding shall not be restricted to domestic bidders. No restrictions in respect of eligibility to participate in bidding for contracts shall be placed on the basis of nationality of the bidder and/or the origin of goods other than those set forth in paragraph 1.10 of the Procurement Guidelines No restriction of any kind shall be applied to foreign bidders who wish to submit a bid. Bidding shall not be restricted to pre-registered or invited firms, and foreign bidders shall not be required to be registered with local authorities as a prerequisite for submitting bids. B. Procedures (a) Invitations to bid shall be advertised in the Borrower's Official Gazette or in at least one widely circulated national daily newspaper or in an electronic portal of free access allowing a minimum of thirty (30) days for the preparation and submission of bids, from the date of publication of the invitation to bid or the date of availability of the bidding documents, whichever is later. (b) The sale and/or issuance of bidding documents shall not be restricted only to entities invited by the procuring entity. (c) Bids shall be submitted as paper documents and subsequent procurement process (bid opening, bid evaluation, the contract finalization) shall be conducted using conventional paper formats. Borrower/MA-C shall be able to use an electronic system permitting bidders to submit bids by electronic means, provided the Bank is satisfied with the adequacy of the system, including inter alia, that the system is secure, maintains the integrity, confidentiality, and authenticity of bids submitted, and uses an electronic signature system or equivalent to keep bidders bound to their bids. (d) Prequalification procedures acceptable to the Bank shall be used for large, complex and/or specialized contracts. C. Assessment of Bidders' Qualifications In the procurement of goods, works and non-consulting services, where pre-qualification is not used, the qualifications of the bidder who is recommended for award of contract shall be assessed by post-qualification, applying minimum experience, technical and financial requirements which shall be explicitly stated in the bidding documents and which shall be determined by a 'pass/fail' method acceptable to the Bank. D. Participation by Government-owned Enterprises Borrower-owned enterprises shall be eligible to participate in bidding only if they can establish that they are legally and financially autonomous, operate under commercial law and are not a dependent agency of the Borrower. Furthermore, they will be subject to the same bid and performance security requirements as other bidders. E. Participation by Joint Ventures Participation shall be allowed from joint ventures on the condition that such joint venture partners will be jointly and severally liable under the pertinent contract. F. Bidding Documents Procuring entities shall use the bidding documents acceptable to the Bank, or Bank's sample National Competitive Bidding documents for Europe and Central Asia Region for works, goods, and non- consulting services shall draft prequalification documents (where applicable), contracts and conditions of contract acceptable to the Bank. G. Bid Evaluation (a) Evaluation criteria other than price shall be quantified in monetary terms in a manner acceptable to the Bank. (b) Evaluation of bids shall be made in strict adherence to the monetarily-quantifiable criteria declared in the bidding documents and a merit point system shall not be used. (c) An extension of bid validity, if justified by exceptional circumstances, may be requested in writing from all bidders before the bid validity expiration date and shall be allowed once only for the minimum period required to complete the evaluation or award a contract, but not more than thirty (30) days from the date of the decision to extend the bid validity. No further extensions shall be requested without the prior approval of the Bank. (d) Bids containing material deviations from the bidding document requirements shall be rejected. Non-material documentary deviations or quantifiable minor deviations may not be the reason for the rejection of bids. (e) Bids may not be rejected where they differ substantially from the estimated prices calculated by the procuring entity, except where the bid prices exceed the available budget. (f) Contracts shall be awarded to qualified bidders having submitted the lowest evaluated substantially responsive bid, and no negotiation as to the price or substance of the bid shall take place. (g) No domestic preference shall apply under National Competitive Bidding. (h) Bid evaluation shall be confidential and no information shall be disclosed until the notification of the award. H. Price Adjustment Civil works contracts of long duration (i.e. more than eighteen (18) months) shall contain an appropriate price adjustment clause acceptable to the Bank I. Rejection of All Bids All bids (or the sole bid if only one bid is received) shall not be rejected, the procurement process shall not be cancelled, and new bids shall not be solicited, without the Bank's prior written concurrence. J. Securities Performance securities should not exceed ten percent (10%) of the contract price; No advance payments shall be made to the suppliers/contractors without a suitable advance payment security. The wording of all such securities shall be included in the bidding documents and shall be acceptable to the Bank. Bidders shall be given at least twenty-eight (28) days from the receipt of notification of contract award to submit Performance securities, and Bid securities shall remain valid for such period. K. Contract Modification and Termination With respect to contracts subject to the Bank's prior review, the Borrower shall obtain the Bank's no objection before agreeing to: (a) a material extension of the stipulated time for performance of a contract; (b) any substantial modification of the scope of services or other significant changes to the terms and conditions of the contract; (c) any variation order or amendment which, singly or combined with all variation orders or amendments previously issued, increases the original contract amount by more than fifteen percent (15%); or (d) the proposed termination of the contract. A copy of all contract amendments shall be provided to the Bank. L. Fraud and Corruption Each bidding document and contract financed out of the proceeds of the Loan shall include provisions stating the Bank's policy to sanction firms or individuals, found to have engaged in fraud and corruption as defined in paragraph 1.16(a) of the Procurement Guidelines. M. Audit Rights In accordance with paragraph 1.16(e) of the Procurement Guidelines, each bidding document and contract financed out of the proceeds of the Loan shall provide that: (i) the bidders, suppliers, contractors and subcontractors shall permit the Bank, at its request, to inspect their accounts and records relating to the bid submission and performance of the contract, and to have said accounts and records audited by auditors appointed by the Bank; and (ii) the deliberate and material violation by the bidder, supplier, contractor or subcontractor of such provision may amount to an obstructive practice as defined in paragraph 1.16(a)(v) of the Procurement Guidelines. APPENDIX Section I. Definitions 1. "Anti-Corruption Guidelines" means the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January 2011. 2. "Beldor Center" means the Borrower's republican unitary (state-owned) enterprise, established by MoTC pursuant to the Presidential Decree No. 241, dated May 25, 2005, or any successor thereto, acceptable to the Bank. 3. "Category" means a category set forth in the table in Section IV of Schedule 2 to this Agreement. 4. "Consultant Guidelines" means the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 and revised July 2014. 5. "Displaced Person" means a person who, on account of the execution of the Project, has experienced or would experience direct economic and social impacts caused by: (i) the involuntary taking of land, resulting in: (a) relocation or loss of shelter; (b) loss of assets or access to assets; or (c) loss of income sources or means of livelihood, whether or not such person must move to another location; or (ii) the involuntary restriction to access to legally designated parks and protected areas, resulting in adverse impacts on the livelihood of such person, and "Displaced Persons" means, collectively, the plural thereof. 6. "Environmental Management Plan" or "EMP" means the Borrower's environmental management plan (which includes an environmental impact assessment), dated September 5, 2014, and publicly disclosed on September 10, 2014 in form and substance acceptable to the Bank which contains, inter alia: (a) site-specific environmental mitigation measures anticipated for activities under the Project; and (b) the Borrower's agencies responsible for monitoring of construction and operational impacts, as said plan may be amended from time to time with the prior written agreement of the Bank. 7. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for Loans", dated March 12, 2012, with the modifications set forth in Section II of this Appendix. 8. "Grodnoavtodor" means the Borrower's republican unitary (state-owned) enterprise, established by MoTC pursuant to the Order of the Committee on Automobile Roads No. 44, dated April 30, 1998, issued by the MoTC, or any successor thereto, acceptable to the Bank. 9. "ICT" means information and communication technology. 10. "Inter-Ministerial Resolution" means the resolution referred to Section I.B of Schedule 2 to this Agreement. 11. "Legislation of MA-C" means the Borrower's Presidential Decree No. 241, dated May 25, 2005, as amended to the date of this Agreement and any other associated regulations governing, or otherwise regulating MA-C and its activities. 12. "MoTC" means the Borrower's Ministry of Transport and Communication, or any successor thereto. 13. "M6 Corridor" means the Borrower's portion of the interstate transit corridor located, for the purposes of this Project, between Minsk and Grodno regions. 14. "MinskAvtodor Center" or "MA-C" means the Borrower's state-owned enterprise established by MoTC pursuant to the Legislation of MA-C or any successor thereto, acceptable to the Bank. 15. "National Registry of Legal Acts" means the Borrower's national database of legal and normative acts. 16. "Procurement Guidelines" means the "Guidelines: Procurement of Goods, Works and Non-consulting Services under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 and revised July 2014. 17. "Project Operational Manual" or "POM" means the manual for the Project, acceptable to the Bank, to be prepared and adopted by the Borrower and MA-C, describing and setting forth procedures inter alia, the activities and timetable of actions to be carried out under the Project, the respective roles and responsibilities of the agencies involved in the implementation of the Project (including Grodnoavtodor, Beldor Center, and SCC), staff of the PIT, the fiduciary, technical and operational aspects and procedures for implementation of the Project, including the financial management procedures (budgeting, accounting and internal control, disbursement and flow of funds, financial reporting, annual reports, internal and external audit arrangements procedures and including the Project specific chart of accounts), procurement procedures, monitoring and evaluation arrangements, and other fiduciary and administrative arrangements and necessary terms of reference, as the same may be amended from time to time with the prior written agreement of the Bank. 18. "Procurement Plan" means the Borrower's procurement plan for the Project, dated November 19, 2014 and referred to in paragraph 1.18 of the Procurement Guidelines and paragraph 1.25 of the Consultant Guidelines, as the same shall be updated from time to time in accordance with the provisions of said paragraphs. 19. "Project Implementation Team Unit" or "PIT" means the unit within MA-C referred to in Section I.A.1 of Schedule 2 to this Agreement. 20. "Resettlement Action Plan" or "RAP" means the Borrower action plan for the section of the M6 Corridor located in Grodno region, dated August 20, 2014, and published on September 24, 2014, in form and substance acceptable to the Bank, containing, inter alia, a program of actions, measures and policies for compensation of Displaced Persons, together with adequate institutional, monitoring and reporting arrangements capable of ensuring proper implementation of, and regular feedback on compliance with its terms for, the said section of M6 Corridor. 21. "Resettlement Policy Framework" or "RPF" means the Borrower's framework dated March, 2014, and publicly disclosed on June 26, 2014, in form and substance acceptable to the Bank, outlining general implementation procedures, mitigation measures and monitoring procedures for Resettlement under the Project, including the procedures for the preparation and implementation of resettlement plans, when applicable, as said framework may be amended from time to time with the Bank's prior written approval. 22. "Site-specific RAPs" means any resettlement action plan, to be prepared by the Borrower and MA-C, in accordance with the RPF, containing, inter alia, a program of actions, measures and policies for compensation of Displaced Persons, including budget and cost estimates, and sources of funding, together with adequate institutional, monitoring and reporting arrangements capable of ensuring proper implementation of, and regular feedback on compliance with its terms, for each site. 23. "State Customs Committee" or "SCC" means the Borrower's public administration agency responsible for, inter alia, implementing the Borrower's customs policy, operating pursuant to the Provisions on the State Customs Committee approved pursuant to Presidential Decree No. 228 "On Some Aspects of Customs Agencies", dated April 21, 2008, or any successor thereto. 24. "Traffic and Road Safety Coordination Center" or "TRSCC" means the center established under Part 2 of the Project. 25. "Training" means expenditures (other than those for consultants' services) incurred by the Borrower in connection with the carrying out of seminars, workshops, including the reasonable travel costs (i.e. accommodation, transportation and per-diem, inter alia) of trainees and trainers (if applicable), training registration fees, catering, rental of training facilities and equipment, logistics and printing services, as well as training materials for the purposes of, and directly related to, the activities of the Project. Section II. Modifications to the General Conditions The General Conditions are hereby modified as follows: 1. In the Table of Contents, the references to Sections, Section names and Section numbers are modified to reflect the modifications set forth in the paragraphs below. 2. Section 3.01. (Front-end Fee) is modified to read as follows: "Section 3.01. Front-end Fee; Commitment Charge (a) The Borrower shall pay the Bank a front-end fee on the Loan amount at the rate specified in the Loan Agreement (the "Front-end Fee"). (b) The Borrower shall pay the Bank a commitment charge on the Unwithdrawn Loan Balance at the rate specified in the Loan Agreement (the "Commitment Charge"). The Commitment Charge shall accrue from a date sixty days after the date of the Loan Agreement to the respective dates on which amounts are withdrawn by the Borrower from the Loan Account or cancelled. The Commitment Charge shall be payable semi- annually in arrears on each Payment Date." 3. In the Appendix, Definitions, all relevant references to Section numbers and paragraphs are modified, as necessary, to reflect the modification set forth in paragraph 2 above. 4. The Appendix is modified by inserting a new paragraph 19 with the following definition of "Commitment Charge", and renumbering the subsequent paragraphs accordingly: "19. "Commitment Charge" means the commitment charge specified in the Loan Agreement for the purpose of Section 3.01(b)." 5. In the renumbered paragraph 49 (originally paragraph 48) of the Appendix, the definition of "Front-end Fee" is modified by replacing the reference to Section 3.01 with Section 3.01 (a). 6. In the renumbered paragraph 68 (originally paragraph 67) of the Appendix, the definition of the term "Loan Payment" is modified to read as follows: "68. "Loan Payment" means any amount payable by the Loan Parties to the Bank pursuant to the Legal Agreements or these General Conditions, including (but not limited to) any amount of the Withdrawn Loan Balance, interest, the Front-end Fee, the Commitment Charge, interest at the Default Interest Rate (if any), any prepayment premium, any transaction fee for a Conversion or early termination of a Conversion, the Variable Spread Fixing Charge (if any), any premium payable upon the establishment of an Interest Rate Cap or Interest Rate Collar, and any Unwinding Amount payable by the Borrower." 7. In the renumbered paragraph 73 (originally paragraph 72) of the Appendix, the definition of "Payment Date" is modified by deleting the word "is" and inserting the words "and Commitment Charge are" after the word "interest".