LOAN AGREEMENT(ENABLING DIGITAL GOVERNANCE PROJECT) BETWEEN REPUBLIC OF SERBIA AND INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT("Off. Herald of RS - Treaties", No. 6/2019) |
LOAN NUMBER IBRD 8947-YF
LOAN AGREEMENT
AGREEMENT dated as of the Signature Date between REPUBLIC OF SERBIA ("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) apply to and form 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
2.01. The Bank agrees to lend to the Borrower the amount of forty-three million eight hundred thousand Euros (€43,800,000), as such amount may be converted from time to time through a Currency Conversion ("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 III of Schedule 2 to this Agreement.
2.03. The Front-end Fee is one quarter of one percent (0.25%) of the Loan amount.
2.04. The Commitment Charge is one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance.
2.05. The interest rate is the Reference Rate plus the Fixed Spread or such rate as may apply following a Conversion; subject to Section 3.02(e) of the General Conditions.
2.06. The Payment Dates are May 15 and November 15 in each year.
2.07. The principal amount of the Loan shall be repaid in accordance with Schedule 3 to this Agreement.
ARTICLE III
3.01. The Borrower declares its commitment to the objectives of the Project. To this end, the Borrower, through OITeG, shall carry out the Project in accordance with the provisions of Article V of the General Conditions and Schedule 2 to this Agreement.
ARTICLE IV
4.01. The Additional Event of Suspension consists of the following, namely that the Project Implementing Entity’s Legislation has been amended, suspended, abrogated, repealed, or waived so as to affect materially and adversely the ability of the Project Implementing Entity to perform any of its obligations under the Project.
4.02. The Additional Event of Acceleration consists of the following, that the event specified in Section 4.01 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
5.01. The Effectiveness Deadline is the date one hundred and eighty (180) days after the Signature Date.
ARTICLE VI
6.01. The Borrower’s Representative, who, inter alia, may agree to modification of the provisions of this Agreement on behalf of the Borrower through exchange of letters (unless otherwise determined by the Borrower and the Bank), is its Minister of Finance.
6.02. For purposes of Section 10.01 of the General Conditions: (a) the Borrower’s address is:
Ministry of Finance |
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20 Kneza Milosa St. |
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11000 Belgrade |
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Republic of Serbia; and |
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(b) the Borrower’s Electronic Address is: |
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Facsimile: |
E-mail: |
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(381-11) 3618-961 |
kabinet@mfin.gov.rs |
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6.03. For purposes of Section 10.01 of the General Conditions: (a) the Bank’s address is: |
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International Bank for Reconstruction and Development |
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1818 H Street, N.W. |
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Washington, D.C. 20433 |
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United States of America; and |
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(b) the Bank’s Electronic Address is: |
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Telex: |
Facsimile: |
E-mail: |
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248423(MCI) or |
1-202-477-6391 |
sndegwa@worldbank.org |
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64145(MCI) |
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AGREED and signed in English as of the Signature Date.
REPUBLIC OF SERBIA
By
__________________________________
Authorized Representative
Name: SINIŠA MALI
Title: MINISTER OF FINANCE
Date:07/05/2019
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By
__________________________________
Authorized Representative
Name: STEPHEN NDEGWA
Title: COUNTRY MANAGER
Date: 07/05/2019
PROJECT DESCRIPTION
The objective of the Project is to improve access, quality, and efficiency of selected administrative e-government services
The Project consists of the following parts:
Component 1. Foundations for Digital Service Delivery
(a) Implementation of an interoperability platform as an integrated tool for the safe and secure exchange of data between government entities, including, inter alia: (i) the conceptualization and design of the interoperability framework; (ii) the development and implementation of an interoperability platform; (iii) the design and development of E-Trusted Services; and (iv) the development of a platform for enabling mobile access to government services.
(b) Consolidation and interoperability of the most important public registries into one meta register through: (i) the consolidation of key registries; and (ii) the carrying out of activities required to support the interoperability of the most important public registries into one meta register.
(c) Establishment of the Disaster Recovery Data Center ("DRDC"), through the provision of critical equipment to ensure the safety of all information stored and maintained in the government’s registries to ensure resilience of government business operations, including, inter alia: (i) the acquisition of equipment for the DRDC; and (ii) the carrying out of feasibility studies, cost estimations and technical specifications, and the acquisition of connectivity equipment and systems.
(d) Provision of support to ensure compliance with the General Data Protection Regulation and Personal Data Protection Law and the drafting and implementation of required e-government bylaws and secondary regulations, including, inter alia: (i) the elaboration of e-government bylaws and secondary regulations; (ii) the drafting of a cybersecurity rulebook; (iii) the establishment of a cybersecurity and data protection department; and (iv) the establishment of a cybersecurity laboratory and training center, including a security operations center and a network operations center.
Component 2. Transforming Services for Citizens, Businesses and Government
(a) Establishment of methodologies, procedures and guidelines for the collection, storage, management, and use of data and electronic documents, including, inter alia, the implementation of a data and document management system to enable the Borrower to make more informed decisions by increasing its data analytics capabilities.
(b) Support the development of a comprehensive administrative service catalogue for services to citizens and businesses, including, inter alia, the preparation of the administrative service inventory.
(c) Preparation of at least one hundred and fifty (150) As-Is Process Maps from the administrative service inventory, including, inter alia, the development of a methodology for their prioritization and the elaboration of To-Be Process Maps for at least fifty (50) prioritized services.
(d) Digitalization of at least thirty (30) selected online services to be offered to citizens, businesses and government through the Borrower’s e-government portal and mobile applications based on specifications and requirements established in an e-portal rulebook and by using predefined application programming interfaces.
Component 3. Digital Skills Development, Institutional Strengthening and Change Management
(a) Carry out Training for public servants to improve ICT skills and carry out of outreach campaigns to promote the uptake of digital services, including, inter alia, the elaboration of an ICT and human resources strategy and its associated action plan.
(b) Design of a change management strategy, action plan and communication strategy and the development and deployment of citizen engagement tools to collect and respond to citizen feedback and measure citizen satisfaction.
(c) Establishment and operation of the PIU and provision of technical assistance to support the implementation of Project related activities.
PROJECT EXECUTION
Section I. Implementation Arrangements
A. Institutional Arrangements
1. Without limitation to the provisions of Article V of the General Conditions and except as the Bank shall otherwise agree, the Borrower shall maintain throughout Project implementation, with composition, resources, terms of reference, and functions acceptable to the Bank:
(a) a Project implementation unit within OITeG (PIU), to be responsible for: (i) the overall coordination of all Project implementation activities; (ii) ensuring that the requirements, criteria, policies, procedures, and organizational arrangements set forth in the Project Operations Manual are applied in carrying out the Project; (iii) preparation of all Project implementation documents, including Project supervision reports, and (iv) monitoring and evaluation of the Project; and
(b) a Central Fiduciary Unit (CFU), within MoF, to be responsible for the procurement and financial management of the Project, as detailed in the Project Operations Manual.
2. Unless otherwise agreed with the Bank, not later than one (1) month after the Effective Date, the Borrower shall establish and thereafter maintain throughout Project implementation a Project Steering Committee with responsibilities, composition and functions as set forth in the Project Operations Manual.
3. The Borrower shall maintain throughout the Project a management committee ("Management Committee") to be responsible for the overall oversight of implementation of the Project with detailed responsibilities, composition and functions as set forth in the Project Operations Manual.
B. Project Operations Manual
1. The Borrower, through the PIU and CFU, shall carry out the Project in accordance with the provisions of a manual (the Project Operations Manual), in a manner and with contents acceptable to the Bank, including inter alia: (a) the indicators to be used in the monitoring and evaluation of the Project; (b) the procedures for Project monitoring, supervision and evaluation, including the format and content of the Project Reports; (c) the composition, rules of operation, and responsibilities of the Steering Committee, Management Committee and Coordination Council for E-Government; and (d) the procurement and financial management procedures.
2. Except as the Bank may otherwise agree in writing, the Borrower shall not abrogate, amend, suspend, waive, or otherwise fail to enforce the Project Operations Manual or any provision thereof.
3. In case of any conflict between the terms of the Project Operations Manual and those of this Agreement, the terms of this Agreement shall prevail.
C. Safeguards
1. The Borrower, through OITeG, shall ensure that:
(a) the Project is carried out with due regard to appropriate health, safety, social, and environmental practices and standards, and in accordance with the Safeguards Instruments;
(b) for each activity under the Project for which the ESMF and the RPF provide for the preparation of an ESMP and/or a RAP:
(i) proceed to have such ESMP and RAP as appropriate: (A) prepared and disclosed in accordance with the ESMF and the RPF, respectively; (B) consulted upon adequately with people affected by the Project as per the ESMF and the RPF, respectively, and submitted to the Bank for review and approval; and (C) thereafter adopted, prior to implementation of the activity; and
(ii) take such measures as shall be necessary or appropriate to ensure compliance with the requirements of such ESMP and RAP in a manner satisfactory to the Bank;
(c) all measures are taken to implement the RAPs in a manner and timeframe satisfactory to the Bank. To this end, the Borrower shall ensure that:
(i) Funds are made available to cover all the costs of implementing the RAPs.
(ii) Prior to carrying out activities which involve displacement, Affected Persons shall be compensated at full replacement cost, resettled and provided with resettlement assistance in accordance with the Subproject RAPs, as applicable; and
(iii) the implementation, monitoring and evaluation of such RAPs is completed and reported in a manner satisfactory to the Bank.
2. The Borrower, through OITeG, shall ensure that the obligation to comply with the relevant Safeguard Instruments is incorporated: (a) in the contracts between the Borrower and the relevant contractors and any entity (including any engineer) supervising the Project’s civil works; and (b) in the contracts between the relevant contractors and the contractors’ subcontractors.
3. Except as the Bank shall otherwise agree, the Borrower, through OITeG, shall ensure, and cause to ensure, that none of the provisions of the Safeguard Instruments is abrogated, amended, repealed, suspended, or waived. In case of any inconsistencies between the provisions of any of the Safeguard Instruments and the provisions of this Agreement, the provisions of this Agreement shall prevail.
4. The Borrower, through OITeG, shall ensure that: (a) all consultancies related to technical assistance, design and capacity building under the Project, the application of whose results could have environmental, social and health and safety implications, shall only be undertaken pursuant to terms of reference reviewed and found satisfactory by the Bank; and (b) such terms of reference shall require the technical assistance, design and capacity building activities to take into account the requirements of the applicable Bank Safeguards Policies and EHS Guidelines.
5. The Borrower, through OITeG, shall maintain, throughout Project implementation, and publicize the availability of a grievance redress mechanism, in form and substance satisfactory to the Bank, to hear and determine fairly and in good faith all complaints raised in relation to the Project, and take all measures necessary to implement the determinations made by such mechanism in a manner satisfactory to the Bank.
Section II. Project Monitoring Reporting and Evaluation
The Borrower shall furnish to the Bank each Project Report not later than one (1) month after the end of each calendar semester, covering the calendar semester.
Section III. Withdrawal of Loan Proceeds
A. General
Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Borrower may withdraw the proceeds of the Loan to: (a) finance Eligible Expenditures; and (b) pay the Front-end Fee; in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table:
Category |
Amount |
Percentage of Expenditures to be financed |
(1) Goods, works, non-consulting services, consulting services, Training and Operating Costs for the Project |
43,690,500 |
91% |
(2) Front-end Fee |
109,500 |
Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07 (b) of the General Conditions |
TOTAL AMOUNT |
43,800,000 |
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For the purpose of this table, the custom duties and value added tax for the importation and supply of goods and services, within the Borrower’s territory and for the purpose of the implementation of the Project, shall not be financed out of Loan proceeds. The Borrower confirms that the importation and supply of goods and services, within the Borrower’s territory and for the purpose of the implementation of the Project, shall be exempted from customs duties and value added tax.
B. Withdrawal Conditions; Withdrawal Period
1. Notwithstanding the provisions of Part A above, no withdrawal shall be made for payments made prior to the Signature Date, except that withdrawals up to an aggregate amount not to exceed Euro 4,000,000 may be made for payments made prior to this date but on or after March 11, 2019, for Eligible Expenditures. In accordance with Section 5.13 of the General Conditions, said Eligible Expenditures shall be procured in accordance with the requirements set forth or referred to in the Procurement Regulations and the provisions of the Procurement Plan.
2. The Closing Date is June 30, 2024.
Section IV. Other Undertakings
The Borrower shall provide promptly as needed during Project implementation, an amount equivalent to EUR 4,380,000 as counterpart funds for the Project.
COMMITMENT-LINKED AMORTIZATION REPAYMENT SCHEDULE
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").
Level Principal Repayments
Principal Payment Date |
Installment Share |
On each May 15 and November 15 |
5.0% |
Section I. Definitions
1. "Affected Person" means a person or entity who, on account of the execution of the Project, has experienced or would experience direct economic and social impacts caused by: (a) the involuntary taking of land resulting in: (i) relocation or loss of shelter; (ii) loss of assets or access to assets; or (iii) loss of income sources or means of livelihood, whether or not such person must move to another location; or (b) the involuntary restriction of access to legally designated parks and protected areas, resulting in adverse impacts on the livelihood of such person; and, "Affected Persons", means more than one such Affected Person.
2. "Anti-Corruption Guidelines" means, for purposes of paragraph 5 of the Appendix to the General Conditions, 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 and as of July 1, 2016.
3. "As-Is Process Map" means a process map which reflects the current state of an administrative service and identifies all the steps and business processes needed to provide said service to the end user.
4. "Category" means a category set forth in the table in Section III.A of Schedule 2 to this Agreement.
5. "CFU" means the unit referred to in Section I.A.1(b) of Schedule 2 to this Agreement.
6. "Coordination Council for E-Government" means the council established pursuant to Government’s Decree No. 02-11209/2017, dated November 20, 2017, which shall provide strategic guidance to OITeG, in a manner set forth in the Operational Manual.
7. "Disaster Recovery Data Center" or "DRDC" means the center referred to in Component 1(c) of the Project.
8. "EHS Guidelines" means the World Bank Group Environmental, Health and Safety Guidelines published on www.ifc.org/ehsguidelines, as said guidelines are updated from time to time.
9. "Environmental and Social Management Framework" or "ESMF" means the environmental and social management framework, prepared by OITeG, satisfactory to the Bank, and disclosed on the Bank’s website on February 22, 2019 setting out the principles, rules, guidelines, and procedures to screen and assess the environmental and social impacts (including health and safety issues) of the activities which will be identified and appraised during Project implementation, and containing measures and plans to avoid, minimize, mitigate, and/or offset adverse impacts and/or reduce said adverse impacts to acceptable levels, and enhance positive impacts, provisions for estimating and budgeting the costs of such measures, and information on the agency or agencies responsible for addressing project impacts, as said instrument may be amended from time to time with the Bank’s prior written agreement.
10. "Environmental and Social Management Plan" or "ESMP" means the plans to be prepared by the OITeG, as required, satisfactory to the Bank, and to be disclosed on the Borrower’s website during the implementation of the Project, which details (a) the measures to be taken during the implementation and operation of the Project to avoid, minimize, mitigate or offset adverse environmental and social impacts (including health and safety issues), or to reduce them to acceptable levels; and (b) the actions needed to implement these measures, as said instrument may be amended from time to time with the Bank’s prior written agreement.
11. "E-Trusted Services" means a service provided by a service provider accredited under EU Regulation No. 910/2014, dated July 23, 2014 (Electronic Identification and Trust Services for Electronic Transactions in the Internal Market) and compliant with EU standards and regulations.
12. "EU" means European Union.
13. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for IBRD Financing, Investment Project Financing", dated December 14, 2018.
14. "General Data Protection Regulation" means EU Regulation No. 2016/679, dated May 25, 2018.
15. "ICT" means information and communications technology.
16. "Implementing Entity" means OITeG (as defined below).
17. "Implementing Entity’s Legislation" means the Government Bylaw 05 No. 110-7109/2017, duly published in the Borrower’s Official Gazette No. 73, dated July 28, 2017, as amended.
18. "Management Committee" means the committee referred to in Section I.A.3 of Schedule 2 to this Agreement.
19. "MoF" means the Borrower’s ministry of finance, or any successor thereto.
20. "OITeG" means Office of Information Technologies and e-Government, established pursuant to the Implementing Entity’s Legislation.
21. "Operating Costs" means expenditures incurred by the Borrower, through OITeG, on account of the Project implementation, including, inter alia, expenditures for office supplies, utilities, communication tools, advertisement fees, translation and interpretation services, transportation costs, equipment insurance, printing and publications, travel per diem allowances and accommodation costs for PIU and CFU staff, and salaries for selected CFU staff, including taxes and social contributions, but excluding salaries for the Borrower’s civil servants.
22. "Personal Data Protection Law" means the law published in the Borrower’s Official Gazette No. 87 on November 13, 2018.
23. "PIU" means the Project implementation unit referred to in Section I.A.1(a) of Schedule 2 to this Agreement.
24. "Procurement Regulations" means, for purposes of paragraph 85 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated July 2016, revised November 2017 and August 2018.
25. "Project Implementing Entity" means OITeG.
26. "Project Operations Manual" means the manual referred to in Section I.B of Schedule 2 to this Agreement.
27. "Resettlement Action Plan" or "RAP" means the instrument to be prepared in accordance with the procedures and requirements of the Resettlement Policy Framework, which includes the principles, procedures, organizational arrangements and budget to implement the resettlement related activities under the Subproject, as said resettlement action plan may be revised from time to time with the prior written agreement of the Bank and "RAPs" means, collectively, all such RAPs.
28. "Resettlement Policy Framework" or "RPF" means the resettlement policy framework prepared and adopted by OITeG, satisfactory to the Bank, and disclosed on the Bank’s website on February 22, 2019, which sets out the resettlement principles, organizational arrangements (including consultation and budget), and design criteria to be applied to resettlement related Project activities to be prepared during Project implementation, as such framework may be amended from time to time with the prior written agreement of the Bank.
29. "Safeguard Instruments" means collectively, the Environmental and Social Management Framework, Environmental Management Plan and Resettlement Actions Plan and Resettlement Policy Framework and "Safeguard Instrument" means any of such Safeguards Instruments.
30. "Safeguard Policies" means, the Operational Policies (Ops) and Bank Procedures (BPs) of the Bank, namely OP/BP 4.01 (Environmental Assessment), OP/BP 4.11 (Physical Cultural Resources) and OP/BP 4.12 (Involuntary Resettlement); they can be found at https://policies.worldbank.org.
31. "Signature Date" means the later of the two dates on which the Borrower and the Bank signed this Agreement and such definition applies to all references to "the date of the Loan Agreement" in the General Conditions.
32. "Steering Committee" means the committee referred to in Section I.A.2 of Schedule 2 to this Agreement.
33. "To-Be Process Map" means the process map which identifies the future state of the service and the modifications needed to provide an administrative service more efficiently.
34. "Training" means Project related study tours, training courses, seminars, workshops and other training activities, including costs of training materials, space and equipment rental, travel, accommodation and per diem costs of trainees and trainers, trainers’ fees, and other training related miscellaneous costs.