Zakon o ratifikaciji Okvirnega sporazuma o posojilu med Republiko Slovenijo in Skladom Sveta Evrope za socialni razvoj (MOSSERS)

FONDS DE DEVELOPPEMENT SOCIAL DU CONSEIL DE L’EUROPE
    COUNCIL OF EUROPE
    SOCIAL DEVELOPMENT FUND
    Fund/Project 1241 (1996)
    Framework Loan Agreement

FRAMEWORK LOAN AGREEMENT
    between
    THE COUNCIL OF EUROPE SOCIAL DEVELOPMENT FUND
    and
    THE REPUBLIC OF SLOVENIA

The COUNCIL OF EUROPE SOCIAL DEVELOPMENT FUND (hereinafter called the “Fund“), Paris, on the one hand,
    and the REPUBLIC OF SLOVENIA (hereinafter called the “Borrower“), on the other hand,
    – Having regard to the application of the Government of the Republic of Slovenia dated on 12 December 1996,
    – Having regard to the Resolution of the Administrative Council of the Fund: 1417 (1997),
    – Having regard to the Third Additional Protocol to the General Agreement on Privileges and Immunities of the Council of Europe;
    – Having regard to the articles of the Loan Regulations of the Fund dated October 6, 1970.
    HAVE AGREED UPON THE FOLLOWING:

Article 1

This loan is granted under the general conditions of the current Loan Regulations of the Fund and under the special conditions fixed by this agreement and its appendices.

Article 2: The Project

The Fund grants to the Borrower, who accepts, a loan for the partial financing of the Fund/Project 1241 (1996) approved by the Fund’s Administrative Council in January 1997 and concerning the construction and rehabilitation of educational infrastructure throughout Slovenia.
    This loan is granted by the Fund in consideration of the commitment that the Borrower is making to apply it solely to financing the project described in Appendix 1, and to carry out such project under the conditions which are detailed in the said Appendix.
    Any change to the way the loan is applied that has not received the Fund’s approval may lead to the suspension, cancellation or immediate repayability of the loan, under the terms of Article 13 of the Loan Regulations.

Article 3: The Loan

3.1 Financial conditions
    The amount of the loan granted is equivalent to:
    SIT 9.194.208.800
    Nine billion one hundred ninety four million two hundred eight thousand eight hundred Slovenian Tolar
    Each instalment of the loan shall be for a period of no more than 10 years, with the 5 years grace period. The principal, interest rate, currency, duration and disbursement date shall be decided by mutual agreement, for each instalment, between the Borrower and the Fund by confirmed telex or fax. The account to which the disbursements shall be paid, shall be communicated in due time to the Fund by the Borrower.
    3.2. Interest rate
    In accordance with article 3.1, the interest rate for each instalment to be determined by way of mutual agreement between the borrower and the Fund at the time of such instalment, will be established in accordance with market conditions prevailing at the time for amounts and maturities corresponding to the amount and maturity of the instalment, in the currency selected by the Borrower, subject to availability. The interest rate offered by the Fund will be fixed (semi-annual interest payments, day-count fraction 30/360) or floating (based on 3 months LIBOR, quarterly interest payments, day-count fraction actual/360), as agreed between the Borrower and the Fund.
    3.3. Disbursement
    A Supplementary Agreement to the present Framework Agreement specifying the details will be determined between the Borrower and the Fund, for each instalment at the time of its disbursement (Appendix 2).
    3.4. Mobilisation
    In order to mobilise the loan, the Borrower shall send to the Fund in due time a Promissory Note corresponding to each instalment (Appendix 3). Prior to an eventual transfer of the Promissory Note by the Fund, a notice will be given to the Borrower by the Fund.
    The Promissory Note is made out and payable in the currency of the instalment.
    3.5. Domicile
    All the sums due by the Borrower under this loan are payable to the Fund in the currency of each instalment to the bank and account number communicated to the Borrower by the Fund at the time of each instalment, with telex or fax notice to be sent to the Fund by the Bank charged by the Borrower with payment, at least five working days before each payment.
    3.6. Dates
    The provisions of Article 3 are subject to the agreement “Modified Following Business Day“, the definition of which is to be found in Appendix 4 to the present agreement (“Business Day“ in the country of the currency).

Article 4: Monitoring the loan and the project

4.1. Use of the loan
    Each instalment must be used by the Borrower for financing the project within 12 months after its disbursement by the Fund.
    4.2. Implementation of the project
    The Borrower shall apply all care and diligence, and shall exercise all typically used means, in particular financial, technical, social, and managerial means and those concerning environmental protection, which shall be necessary for the proper implementation of the project.
    In particular, it shall ensure - before the project is implemented - that all the financing, land and real property rights which are necessary therefor are available and that all assets and plant are permanently insured and maintained.
    The Borrower undertakes, moreover, that:
    - the project complies with the relevant Council of Europe conventions;
    - the project respects the environment, on the basis of relevant international conventions;
    - partial financing by the Fund does not exceed 40% of the total cost of the project, excluding taxes, interest and financial charges.
    - investments higher than the contra value of 10 million ECU shall be subject to international calls for tender.
    4.3. Borrower’s Reports
    4.3.1. Project progress reports
    At least once a year, from the disbursement of the loan up until the completion of the entire project, the Borrower shall send to the Fund a report detailing:
    - the state of use of the loan;
    - the progress of the project’s financing plan;
    - the progress of the project itself;
    - project management details.
    Appendix 5 specifies the model monitoring sheet for the loan and the project that must – as a minimum – be included.
    4.3.2. Project completion report
    At the completion of the entire project, the Borrower shall present in a final report, the project’s economic, financial, social and environmental effects.
    4.4. Information provision to the Fund
    The Borrower shall keep accounting records concerning the project, which shall be in conformity with international standards, which shall show, at any point, the project’s state of progress, and which shall record all operations made, and financially identify works, goods and services financed with the help of the present loan.
    The Borrower undertakes to favourably receive any reasonable information missions carried out by employees of the Fund or outside consultants hired by the Fund, and to provide all the necessary co-operation for their information mission, by facilitating any possible visits to the site of the project. In particular, the Fund may have an on-site audit of the project’s accounting carried out by one or more consultants of its choice at the Borrower’s expense in the case of default by the Borrower in respect of any of its obligations under the present loan.

Article 5: The end of the Borrower’s obligations

The payment of the due amount stipulated on the Promissory Note releases the Borrower from its obligations as defined in Article 3 above.
    After the full sum of the principal of this loan, and all interest and other expenses resulting therefrom, in particular those sums under Articles 6 and 7 below, have been duly paid, the Borrower shall be fully released from its obligations towards the Fund, with the exception of those set out in Article 4 above.

Article 6: Interest for delay

Notwithstanding any other recourse available to the Fund under the present agreement and the Loan Regulations, or otherwise, if the Borrower does not pay all interest or any other sum payable under the present agreement at the latest on the due date specified, the Borrower must pay additional interest on the sum due and not fully paid, at the one-month LIBOR rate for the currency of the late payment as of the due date (if Saturday, Sunday or bank holiday, the first following working day) at 11 a.m. (local time in London), plus 2.5% per annum, as of the due date of this sum until the date of actual payment. The applicable one-month LIBOR rate shall be updated every 30 days.

Article 7: Associated costs

All duties and taxes of all kinds, due and paid, and all expenses resulting either from the conclusion, execution, liquidation, cancellation or suspension of this agreement, in all or in part, or from the guarantee or refinancing of the loan granted, together with all judicial or extra-judicial deeds having this loan as their origin, shall be borne by the Borrower.
    However, the provisions of Article 25 of Chapter 4 of the Loan Regulations of the Fund shall apply regarding the costs of the arbitration procedure mentioned in said Chapter 4.

Article 8: Securities

The Borrower declares that no other commitment has been made or will be made in the future, which might give a third party a preferential rank, a preferential right of payment, a collateral or guarantee of any nature whatsoever which might confer enhanced rights upon third parties (hereinafter “security“).
    If such a security were nevertheless granted to a third party, the Borrower agrees to form or supply an identical security in favour of the Fund or, where it is hindered in doing so, an equivalent security, and to stipulate the formation of such a security in favour of the Fund.
    Failure to comply with these provisions would represent a case of default as laid down in Article 13-h of Chapter 3 of the Loan Regulations of the Fund and may give rise to the suspension, cancellation or immediate repayability of the loan.

Article 9: Relations with third parties

The Borrower may not raise any fact relating, within the scope of the use of the loan, to its relations with third parties in order to avoid fulfilling, either totally or partially, the obligations resulting from this agreement.
    The Fund may not be involved in disputes which might arise between the Borrower and third parties and the costs, whatever their nature, incurred by the Fund due to any challenge, and in particular all legal or court costs, shall be at the expense of the Borrower.

Article 10: Entry into force

This agreement shall enter into force after its ratification by the Parliament of the Republic of Slovenia, the day following its publication in the Official Gazette of the Republic of Slovenia.

Article 11: Applicable law

This agreement and the negotiable securities relating thereto shall be governed by the rules of the Fund as specified in the provisions of Article 1, paragraph 3, of the Third Additional Protocol dated 6 March 1959 to the General Agreement on Privileges and Immunities of the Council of Europe dated 2 September 1949 and, secondarily, if necessary, by French law.
    Disputes between the parties to this agreement shall be subject to arbitration under the conditions laid down in Chapter 4 of the Loan Regulations of the Fund.

Article 12: Interpretation of the agreement

The Borrower states that it has taken note of the Loan Regulations of the Fund, and have received a copy thereof.
    Where there is a contradiction between any provision whatsoever of the Loan Regulations of the Fund and any provision whatsoever of this agreement, the provision of this agreement shall prevail.
    The headings of the paragraphs, sections, and chapters of the present agreement shall not serve for its interpretation.
    In no case shall it be presumed that the Fund has tacitly waived any right granted to it by the present agreement.

Article 13: Execution of an arbitration award

The contracting parties agree not to take advantage of any privilege, immunity or legislation before any jurisdictional or other authority, whether domestic or international, in order to object to the enforcement of an award handed down in the conditions laid down in Chapter 4 of the Loan Regulations of the Fund.

Article 14: Representations and Warranties

The Borrower represents and warrants:
    – that its competent bodies have authorised it to make the present agreement and have given the signatory(ies) the authorisation therefor, in accordance with the laws, decrees, regulations, articles of association, and other texts applicable to it;
    – that the drawing up and execution of the present agreement does not contravene the laws, decrees, regulations, articles of association, and other texts applicable to it and that all the permits, licences, and authorisations necessary therefor have been obtained and shall remain valid for the entire loan period.
    Any change in relation to the above representations and warranties must, for the entire loan period, be notified to the Fund immediately, and any supporting documents provided.

Article 15

This agreement is drawn up in 2 originals, each of which is equally valid.
    One original is kept by each of the contracting parties.
    Ljubljana on 21 May 1999

Paris on 28 October 1998

SKLAD SVETA EVROPE
    ZA SOCIALNI RAZVOJ
    sklad/projekt 1241(1996)
    Okvirni sporazum o posojilu



Appendix 1: Synthesis of the project &fbco;binary entityId="a14f5fb17-27bf-41c9-92d2-03829d99a147" type="pdf"&fbcc;

Appendix 2: Fonds de developpment social du conseil de L' Europe Council of Europe social development fund; Supplementary agreement &fbco;binary entityId="ad76cf82a-9e65-47e2-a806-9f6651b50188" type="pdf"&fbcc;

Appendix 2-2: Schedule of repayments &fbco;binary entityId="aef7c3824-79b9-4097-8506-056cea973078" type="pdf"&fbcc;

Appendix 3: Promissory - note &fbco;binary entityId="ad2cccb8b-f7d5-4ade-a070-04c80a9db536" type="pdf"&fbcc;

Appendix 4: Modified following business day convention &fbco;binary entityId="a90638d02-5781-41c9-8c5b-699118c1cb09" type="pdf"&fbcc;

Annexe 5 -1: Council of Europe social development fund; Follow up of costs ( for the whole project ) &fbco;binary entityId="a245b89b7-0172-46b5-8d68-103d6ecd37ec" type="pdf"&fbcc;

Annexe 5 - 2: Council of Europe social development fund; Follow up of costs per individual institution &fbco;binary entityId="ad34907db-4242-4659-b464-063a8a090b2c" type="pdf"&fbcc;

Annexe 5 - 3: Council of Europe social development fund; Follow up costs ( planned expenditures ) &fbco;binary entityId="a472b9389-2a34-4d25-8ac5-08fc96565675" type="pdf"&fbcc;

Annexe 5 - 4; Council of Europe social development fund; Follow up of the fund's loan &fbco;binary entityId="aea1aafe6-6a6e-41cb-b7e7-e045b7565cf7" type="pdf"&fbcc;

Annexe 5 - 5: Council of Europe social development fund; Follow up to financing &fbco;binary entityId="aaf88154c-6553-47d6-9939-a3ef7e31fd1a" type="pdf"&fbcc;

Annexe 5 - 6: Council of Europe social development fund; Follow up to the works &fbco;binary entityId="aa4494a07-8c24-4fc5-a3a6-5e599e05b1d1" type="pdf"&fbcc;

Annexe 5 - 7: Council of Europe social development fund; Social indicators &fbco;binary entityId="a40be7821-52f4-42ae-b3d9-a3fb48958dd9" type="pdf"&fbcc;