Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698832889608.pdf (Sierra Leone)
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It fl : I I b+r-z r2v i I I i I l- t- l- t- Project No.
: LOAN AGR-E,EMENT BETWEEN REPUBLIC OF SIERRA LEONE AND ISLAMIC DEVELOPMENT BANK rl}i ITS CAPACITY AS THE ADMINISTRATOR OF THE ISI-AMIC SOLIDARITY FUND FOR DEVELOPMENT) REGARDING I{EALTH SYSTEM STRENGTHENING PROJECT S: F.atd!-ll,ooh SL- .i 9 :0!t ltt:)5.L\l {* }rvr l Z-\'-ISFD./ - Heohhs).t.n St.cngheni',9 bt -l-.tr\ rir I Contents Article-1 Article-2 Article-3 .
{rticle-4 Article-5 Article-6 Article-7 Article-8 Article-9 Article-10 Article- I I Article- l2 Execution Page AnnexJ Annex-Il Annex-llI GENERA L CONDITIONS, DEFINITIONS AND INTERPRETATIONS .....,....- 3 THELOAN PAYMENT OF PRINCIPAT, AMOI'NT AND SERVICE FEE ..............

DECLARATION OF EFFECTIVENESS ..., SUSPENSION, CANCELLATION AND TERI\{INATION EXECUTION OF THE PROJECT REPRESEN'IATIOlr-S PARTICULAR COVENANTS REPORTS........... SETTLEMTNT OF DISPUTES...,.......... CO-ORDINATION* .
{ND NOTICES......,...... MISCELLAN-EOI,'S SC}IEDI,]LES ......,... 5 6 'l 8 9 9 ... l0 ...12 ...13 l3 14 l5 r6 l9 FORM OF LEGAI.

OPDIION OF THE BORROWER'S CHIEF LF]GA]- AND/OR JIIDICIAI ;\UTHORITY .......-....22 LOAN AGItEliNlEh*T This Loan Agreement (the Agreement) is nrade on l-7 r'YLztS.
-/-/-fi corresponding to Between The Republic of Sierra Leone (hereinafter rel'errcd to as the "Borrower") And The Islamic Dcvelopment Bank (IDB) in irs capaciry as the adminiitrator of the Islamic Solidarity Fund for Dcvelopment (ISFD) (herginafter refened to as the "pank").

The Borower and the Bank are hereinafter rc as "Parties".

rred to indij,idually ap "l' rty" apd collectively P : Whercas, A.

B.

C The Borrower has requested the Brirrk to assist in financiqi the Flealth Systern Strengthenin!
as described in Annex-l: ISFD is a special fund rvithin iDB for the purpose offinancing different productive and service projects and programs that help in reducing poverty in member countries oflhe Organization of Islamic Cooperation (OIC): and The Board of Directors of ISFD has on 1 7 05, 1436H (08103/201 5G) approved to make available a loan, as specified in Article,2.
to the Borrower upon the terms and conditions hereinafler sct forth; and , Now, therefore, the Parties agree as follos s: Article-l GENERALCONDITIONS, DEFI,T-ITIONSANDINTERPRETATIONS LI Tl-re Parties accept all the provisions of rhe General Conditions *ith the pame force and effect as if they were fully set forth h.j'cin.

I 1.2 Unless the context otherwise .equi.

"s.irh" terms ddfined in the Qcneral ionditions and in this Agreement shall have the nrganing ascribed to them i+herever used in this Agreement.
In addition, the following terms shall,have the meahing ascribed to them: o Consultant: the individual consultant as well as any consulting firm selected in accordance with the provisions of this Agreement for the supervision of the implementation of the Project.

I Disbursement Procedures: The cffective "DisSwsement Prpcedure" ofthe Bank as Disburscment: well as an-v amendment thereto.

any w-ithdrawal from the Loan to cover the cost of the components tlnarrced in accordance with this Agreement.
eLN-ISFD 0t2011 Page 3 of22 ,.

v. I F-xecuting .A.geno : First I)isbu rsemcrrt: General Conditions: lSl'D Opcrational Policies and Guirlclincs: l,oan/Loan.

{nrount: Principal Anrount: Procurement Guidelines : Project: Sanctionable Practices: i itv identi{led irr Section b.: ol'the Agreenreiri the :n and r,.lporrsible toi the inrpfcnrCnrarion, ol'thi Projecr Ibr an4 orr behalfrifthe Bortorvqr'.

: the fir'ir Disburselrcnt tbllowin!


rhe Effectiveness in accordance with this Agreement and the Disbursement Procedures.

the "Ceneral Conditions Applicable to Loan and Guaranlee Agreements" dated 08111/1976 approved b-r.. the BoarC of Executive Direclors of the Bank (BED Resoir.rtion No.47 lBED I 9 6/ 10(21\.

thg operaticrnal "Folicies Ouidblines for the Islamic Solidqritl Fund tbr Developmeht" as approved by its Board of Directots (No.ISIrD/l429H8ODr02(6)) in l00SG.
In the elcnt of any gap in the coverage of operaiional policies and guirielines, lhe pertinent policiis and guide)ines of IDB $all apply.

lhc ai',161;111. the , Bank has agreed to lend to the Borri$r'cr as specified in Articl*2. the tftal Disburqcments , in accordhnce u'ith this .

{gr.',.inrent.

;.i: the Bhnk's "GuidElines forrPro0urement of Goods and Senices''.

rhe project described in Recital.,]A above.
,i it l' I anv of Comrpt practice, Coercive practice, Collusive praclice, Fraudulent practice or Obstructive practice: (i) Corrupt Practice: means the offering, giving, receiving, br soliciting, directly or indirectly, an).thing of value to influence improperly the actions of another pafly; (ii) Coercive fractice: medns any act or omission impairing or harming, or threater.ring to impair or harm, directly or indirdctly, any parly or the prolerty of thc party to ipfluence improperly the actrons ol a party. )
Collusivc ' Practice: rJeans in arrangement bctrveen tvi,c, or morb padlies degigned to achiet'e au improler purpbse, I including iniluencing improperlj the aclions of another party.

Fraudulerit practice: means any act or omission, including a misrepresentarion.

thar knowingly or recklessly misleads, or attempts to mislead, a partv to obtain a financial or other benefit or 10 avoid an obligation.

,i (iv) (r ) C)bstructivu Praclice: nreans Page 4 of 22 { T I T I I I I I !

l I I I T I I I I I !


: r l r ,f r r r r l I T I I T I (a) deliberately destroying, falsi$ing.
altering or concealing of evidence mateial to the investigation or making of false statements to investigators, in order to materially impede the Bank investigation into allegations of a Comrpt, Fraudulent, Coercive or Collusive practice, and/or thieatening, harassing or intimidating any palty to prevent it from disclosing its knowledge of matters felevant to the investigation or from pursuing the investigation, or (b) acts intended to materially impede the exercise of the Bank's access to contractually required information in connection with the Bank's investigation into allegations of a Conupt, Fraudulent, Coercive or Collusive practice.
Service I'ee: the fee to cover the administrative expenses ofthe Bank in administeri4g the Loan in accordance with Sections 3.02 of the General Conditions and 3.2 of this Agreement.

USDruS$ruS Dollars: the lawful currency of the United States of America.
1.3 I ntetroretation s : (i) (ii) (iii) (iv) (v) an "annex", "schedule", shall, subject tp any contary indication, be construed as a reference to an annex, schedule of the agrpement or document in which such reference appears; "including" shall be construed as a reference to "including, without limitation"; this Agreement or any other agreement or dccument shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be.
amended.

varied, notated or supplemented; "Article", "Section', "paragraph", or "preamble" shall.
unless a contrarv indication appears, be construed as one in or to this Agreement: the headings in this Agreement are for convenience onll' and are not intended, and shall not be construed, to alter, limit, or enlarge in any rvay the scope or meaning of the language contained in this Agreement; (vi) (vii) the singular includes the plural and vice r ersa; and a "day" and "year" shall be to a da1','month and )'ear, respectively of the Gregorian calendar.
Article-2 TIIE LOAN 2.1 The Bank shall make available to rhe Borrower a loan in an amount not exceeding US$ 10,000,000.00 lUnired States Dollars Ten Million).

eLli-ISFD At20!r Page 5 of22 Ylli.
2.2 The obligation of the Bank to make the Loan atailable under rhis Agreernent is conditional upon: (, (ii) the effectiveness of this Agreemenl being achieved \\'ithin I 80 (One Hundred and Eighty) days from ihe date of this Agreement unless the Banli decides to extend this period; and the submission of a request 1o make the First Disbusenrent sithin 180 (Onc Hun&ed and Eighty) days fiom the Date oi Effectivencss or such iater date as shall be agfeed between the Borower and the Bank.
Except as the Bank shall otheru'ise agree, Goods and senices to he financed tiom thc procebds of the Loan shall be procured in accordance rvith the Procurernenl Guidelines.

In this regard, the Borrower shall abide by thc Regulations of the Organization ot Islamic Cooperation conceming Boycott of Israel.

fhe Disbursement shall take place from the Date of Effectiveness and b1 no later thar 3111212019',C (the Closing Date).
Aay Disbursement request by the Borrou'er shall be in accordance with Schedule-C ofAnnex-Il and other provisions ofthis Agreement.

the General Conditions and the Disbursement Procedure.

All the amounts withdravrn by the Borrower from the Loan shall be used sole] tbr the purpose ofthe Project.

Subject to Section 2.7. all pa,vments for Goods and services provided lor under this Agreement shall be made by direct payment in accordance with the Disbursement Procedures.

If and where applicable.


a Special Account *+'r * +'ji'i +++* will be opened s ith the central bank of the Borrou er or in a local commercial bank acceptable to the Bank for easy and timely disbursement ofthe Project.
Choose an itemof the Special Account and other matters shall be in accordance with the Guidelines for Opening a Special Account.. ,/..) 2.4 2.5 2.6 2.7 Article-3 PAYMENT OF PRINCIPAI ANIOUNT AND SERVICE FEE 3.1 3.2 3.3 The Borrower shall repay the Principal Amount in 30 (Thirty) 1-ears including a l0 (Ten) years grace period commencing from the date of this Agreement in US Dollars and in i40 (Forty) i consecutive semi arurual installments as set forth in Schedule-A of Annexll.
The Borrower shall pay to the Bank a Senice Fee of an amount esrimated initially at US$300,000.00 (LInited States Dollars Three Hundred Thousand) in rhe mamer sel forth in Schedule-B ofAnnex-ll.

'fhe Sen,ice Fee will be payable from the date ofthis Agreement and shall be calculated anci levied in accordance with Bank's Guidelines for Calculation and Levy of Service Fee on Loans.
The amount of the Service Fee referred to in Section 3.2 is an estimation based on the assumption of the implemcntatlon period and the period of disbursement of the Loan Amount as herein envisaged.

'Ihe actual amount of the Service Fee shall be calculated after the implementation of the Project, provided that the amount shall not exceed 0.75 (zero point seventy five percent) ofthe Loan Amourt when calculated on an-nual basis.
Page 6 of 22 frft i..t 3.5 3.6 3.1 Any payment under this Agreement, including repayrnents of the Principal Amount and Service Fee, shall be considered duly made rvhen funds constituting such pa)ments are credited to an account indicated for this purpose by the Bank.

Without prejudice to the generality of the provisions of.SgJiep 1.4, any payment hereunder shall be deemed to have been duly made when either of the following banks confirms the receipt of such payment to the Bank.
Bank: Currency: IBAN No: Account No: Swift: Correspondent Su'i USD Correspondent): I Gulf International Bank (UIQ London US Dollars GB77 SrNT 60928000159149 PAF 0001I1058 SINTGB2L HSBC Bank USA, New York MRMDU333 i If any payment becomes due on a day orr which the banks are not officially open for business in the place where payment is to be effected by the Borrower in the currency concemed.

such pa)'ment shall be made on the follo\^'ing day on which such banks are open for business.
If the Borrorver fails to pay any aurourt payable hereunder when it is due, the Bonou'er, in aridition to the amount due, shall, (a) in accordance with the Principles of Islamic Shari'ah, compensate the Bank fior any loss, damage, reasonable actual costs and exftffiS- (including, but not iimited to any legal, or collecting agent's cdsts and expenses) incurred by the Bank as a result of delay in payment to the Bank.
(b) pay the Bank a iate payment charge h respect ofthe overdue amount, any such late payment charge shall be calculated and applied as a sum detcrmined by the Bank after applying the formula indicated below: AxBxC Where: "A" means the unpaid amount; 360 "B" means 0l7o per armum: and "C" means the number of days from and including such due date to, and, including the date of actual payment (whether before or afterjudgment).
The Bank shall, after the deduction of all actual costs and expenses incurred, pay any amount received pursuant to this Article to the Bank's Waqf Fund Account.

Account No: Bank Name: SWIFT Code: IBAN: 0000 100 102 The British Arab Conmercial Bank BACMGB2L GB69 BACM 4051 3200 100 102 a r':1--.
Article-4 DECLARATIONOFEFFECTMNESS This Agreement and the obligations of the Bank hereunder shall not be effective until and unless the Bonower provides documents to the salisfaction of the Bank relating to the following: .LI;-ISFD 05201.t Pag e7 of 22 \ttt I I I I i i i !
i I i ; I I (0 Evidence that the execution and delivery of this Agreement on behalf of thc Borrower have been duly authorized or ratified by the competent authorities oftht Bonower; (iD Legal opinion acceptable to the Bank emanating from the chief legal and./or judiciary autfrority of the Borrower stating that the provisions of the Agreemerrt constitute enforceable binding obligations upon the Bonorver substantially in the form provided in .A,rmex-III to this Agreement; ' (iiD (a) A leter issued by the Ministry of Finance or an)'other duly authorized organ of the Borrower to the central bank of Sierra Leone instructing/authorizing the central bank that payment of the Principal Amount and the Service Fee installments by the Borrorver tmder this Agteement shall be effected by the central bank on the dates on nhich they fall due; and The central bank acknowledging that it has received the said letter of instruction/authorization and that it will adhere to the in-structions contained therein; OR The Borower, through its Ministry of Finance or an!'
other duly authorized organ, shall provide the Bank with a letter conl-rrming that the concemed department or unit charged with sen,icing extemal debt has been instructed to make payment of the Principal Amount and the Service F-ee installments on due dated; and (iv) All conditions precedent to the Borower's right to obtain funds under an-v other loan (other than the effectiveness of this Agreement) shall have been fulfilled.
Article-S SUSPENSION,CANCELLATIONANDTERMINATION I) 5.2 The Bank may upon notice to the Borrower terminate this Agreement and all obligations of the Panies il in accordance with Article 2.2 and subject to the exceptions .
provided therein: (i) the Agreement has not been declared effective withh 180 (One Hundred and Eighty) days from the date ofthis Agreement unless the Bank decides to extend this period; or (ii) The Borrower has not submined a requesl for First Disbursement within i80 (One I{undred and Eight}') days from the Date ofEffectiveness unless the Bank decides to extend this period.
In addition to the provisions of Article-Vl of the General Conditions, the Bank mav, bv notice to the Borrower, suspend and/or cancel the Loan or any part thereof, if at any time.
rvith respect to the implementation of the Project, including with respect to the procurement or execution of any contract concluded by virtue of this Agreement, the Bank determines that :iny person br entity has engaged in Sanctionable Practices without the Bonower having taken timely and appropriate action satisfactory to the Bank to remedy the situation or to address such practices when they occur.
.LN-ISFD 0i20li Page 8 of22 tlri Article-6 EXECUTION OF THE PROJECT 6.1 The Ministry of Health and Sanitation (MoHS) shall be the Executing Agency.

6.2 The implementation of the Project shall be completed within 48 (Forty Eight) monrhq from the Date of Effectiveness.
6.3 The Borrower undertakes to: (i) implement the Project and to conduct its operations and affairs through the Executing Agency with due diligence and efficiency and in accordance with sound administrative, financial, engineering and economic practices, under the supervisron of qualified and experienced management and personnel and in accordance with the Bank's approved budgets, plans and specifications concerning the Project approved by the Bank; (ii) ensure or cause to be ensured that, all contractors and consultants providing Goods or carrying out works and/or services under the Project carry out their activities under the Pro.ject u,ith due diligence and efficiency and in accordance with sound, technical, economic.
financial, managerial,- erwironmental and social standards and practices sarisfactory to the Bank, including with the provisions of any anti-conuption guidelines applicable to the Borrower: (iii) make appropriate anangements so that the Executing Agency will at all times function under rules and regulations in form and substance satisfactory to the Bank and have such powers, management and administration as are necessary for the diligent and effrcient implementation of the Project.
(iv) submit to the Bank for its approval, in such detail as the Bank may reasonably request, any envisaged important modifications to the budget, pl"ns and specifications of the Project as rvell as any substantial changes in any contract for services or procurcment ofGoods relating to the execution ofthe Project.
(v) ensure that the proceeds from the Loan shall not be used to finance any expenditure with respect to which the Bank deterrnines that Sanctionable Practices were engaged in by representatives ofthe Borrower or other recipient of the proceeds from the Loan, without the Borrower har.ing taken timely and appropriate action satisfactory to the Bank to address such practices u'hen they occur.
Article-7 REPRESENTATIONS The Borrower represents that: (i) (ii) all govemmental authorizalions and actions of anv kind necessary to authorise or required for the validity or enforceabilit-v of the obligations contemplated under the Agreemenl have been obtain€d or performed and are valid and subsisting in full force and effect.
under the laws ofisierra Leone in force at the date of this Agreernent, the claims ofthe Bank against the Borrower under this Agreement will rank at least pari passu lvith the claims of all other unsecured creditors for any indebtedness of the Borrower; and Pase 9 of 22 " \v!'

(iiD the concemed department or unit charged with servicing extemal debt has bcen instructed to make payment of the Principal Amount and the Sen ice I ee instalments on due dates.
Article-8 PARTICULAR COVENANTS 8.1 8.2 'fhe Borrower shall make available promptly, as needed, all sums including amourls necessary for local cunency cost which shall be required for the implementation of lh..' Project, on ternc and conditions satisfactory to the Bank.

Without prejudice to the generality of the foregoing, the Borrower undertakes to provide from its orvn resourccs therrecessary funds for adequate operation and regular maintenance ofthe Project afler cornpletion thereof.
Except as the Bank shall othenVise agree and provided that the Procurement Guidelinr:s are followed, the Borrower shall award contracts for procurement of boods ar;d services' financed from the proceeds ofthe Loan as follo*'s: i) The civil works contract will be procured through the National Competiti\ e Bidding (NCB) ii) Consultancy Services (Supervision) and Establishing a Referral S1'stem will b'c selected on the basis of short-listing of consultancy firms/consultants lrom IDi] Member countries.
iii) The sirpplier for finrihue/medical equipment including vehicles and skills lab for midwifery haining school will selected from a short-listing of National Suppliers.

iv) Training of Obstetricians: The facilities (Universities) for training will be seiecte,l from Regional Universities rvith preference to universities in IDB Member countries in the Region.
v) Training of Communiry Flealth Workers (CHW): UNICEF '"rtll be entrusted tc implement this sub-component as part of its oirgoing communitl' level program. '

vi) The selection of the Auditor will be on the basis of short list ol local certified auditing firms, through Least Cost Selection (LC) method as described in IDB Guidelines for the Use of Consultants.

vii) Office equipment/fumiture for PMU will be procured through National Shopping.
viii) The PMU staff will be recruited through selection from the local market as per IDB's procedures.

The office equipment and fumiture fot the PMU will be procured through National Shopping.

8.3 The Borrower shall seek the prior approval ofthe Bank for the awarding of: (i) any contract for Goods and works with value exceeding the equivalent of IDl50,000.00 (islamic Dinars One Hundred Fifty Thousand); and (iD all contracts for consultancy services.

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I I 8.4 8.5 8.6 8.7 8.8 8.9 \\Iithout any limitation or restriction upolt any of its other obligations under this Agreement, the Borrower shall allow the Bank a reasonable time period to comment on any substantial changes to be made to any contract lbr services or procwement ofGoods reiating to the execution ofthe Project, including any extension of the contract period.
The Borrower shall ensure, or cause to be ensured, that anti-corruption and anti-fraud provisions acceptable to the Bank are included in all bidding documents and contracts, including provisions speciffing the right ofthe Bank to audit and examine the records and accounts ofthe executiag and implementing agencies and all contractors, suppliers, consultants, and other service providers as they relate to the Project.
The Borrower shall promptly fumish the Bank ,rvith approved studies oi and the plans and specifications for, the Project, the schedule of its execution and any material modifications subsequently made therein, in such detail as the Bank shall from time to time request.
The Borrower shall establish and maintain adequate records to: (D identifu the Goods and/or sen'ices financed from the pioceeds of the Loan Amount and disclose their use in the Pro_iect; record the progress ofthe Project: and (ii) (iii) reflect in accordance with consistently maintained sound accounting practices, the operations and financial position ofthe Executing Agency.
The Borrorver shall, during the implementation of the Project and until fulfilling all its obligations hereunder , afford all reasonable opporhrnity for accredited representatives ofthe Bank to make visits and inspect the Project, the Goods and any relevant records and documents in relation thereto; and shall fumish to the Bank all such information as the Banli shall reasonably request conceming the expenditure of the proceeds from the Loan, the Project, the Goods and the operations and financial position ofthe Executing Agency.
The Borrower shall take out or shall cause to be taken out adequate insurance from reputable insurers acceptable to the Bank for all Goods and works financed by the Bank.

Such insurance shall cover marine, transit and other risks incidental to purchase and importation ofthe Goods into the territory ofthe Borrou'er and delivery thereofto the site of the Project, and shall be for such amounts, as are consistent with sound commercial practices.
Such insurance will be made in accordance rvith applicable lau's on the understanding that the proceeds of insurance will be paid in the currency ofthe contract or in a freely convertible currency in accordance with the Procurement Guidelines.
8.10 The Borrow'er shall make available, as and Nhen needed, all such land and rights in respect of land as shall be required for carrying out the Project and shall fumish to the Bank, at its request, evidence satisfactory to the Bank that such land and rights in respect of land are available for purposes related to the Project- eLN-ISFl) 4J201!
Page 1l of22 \\KY I I 8.11 'fhe Borrower shall take all action which shall be necessary on its part to enable thc Executing Agency to implement the Project and shall not take, or permit to be taken any action which would prevent or interfere with the implementation or operation ol the Project or the performance of any obligations under this Agreement.
8.12 Unless otherwise decided by the Bank, the Borrou'er shall consider as confidential all documents, correspondence, and information provided by the Bank to the Borrorver.

8.13 All taxes, charges, fees and duties related to the Bank's financing of the Project shall be bome by the Borrfwer.

8.14 The Bonower shall ensure that there is no f,rnding gap tbr the Project and shall be resporxible for all cost ovemrns.

8.15 The Borrower shall ensure that io the implemcntation of the Project.
the Bank's participation is acknowledged by, amongst other measures.

sigu-postings at all sites.

and with printing on all equipment and documents, the tbllorving phrase and its translation in all languages used and understood in the locality of the Pro_iect.
"Project Financed by the Islamic Solidaritv Fund for Development" Article-9 REPORTS 9.1 9.2 The Parties 5hall cooperate full,v and share information in order to ensure that the proceeds from the Loan are utilized for thc purposes of accomplishing lhe l'roject.

To this end, each Party shall fumish to the other all such information as it shall reasonably request with regard to the general status of the Loan and the Project.
On the pan of the Borrower, such information shall include information with respect to financial and economic conditions, including the balance ofpayments position ofthe Borrowrr.

(i) The Borrower Shall submit or ensure submission, , to the Bark.

to the latter's satisfaction and at the times specified for each, the following repons: (a) within 30 (Thirty) days after the end ofeach quarter.
or uithin such other period as the Parties may agree, a repon on the execution of the Project in such manner as the Bank may, from time to time, specifl'; (b) such other reports as the Bank may reasonably request regarding the application of the proceeds from the Loan and the progress of the Project; (c) promptly after completion of the Project, but in any event not later than 180 (One Hundred and Eighty) days after the Closing Date or such later' date as may be agreed f{ir this purpose between the Borrourr and the Bank, the Borrower shall prepare and fumish to the Bank a completion report, of sucl scope and in such detail as the Bank shall reasonably request, on the execution and initial operation of the Project.
(il) The documents described in this Section shall be certified ar the option of the Banh in such manner as the Bank may reasonably require.

eL\JSFD 0t2all Page 12 of 22 .

{(i- :l I I I I iJ I I t I I I T T I I t Article-I0 SETTLEI\{ENTOFDISPUTES I 0.1 In the evenl of a dispute arising out of or relaring to this .

{.geement.
{.geement.

including any question regarding its existence, validity or termination and an1' claim by an,r, Party against the other Party arising under this Agreement, u'hich could not be determined by agreeme of the Parties within 30 (Thirty) days of notice by one Party to the olher.

shall be submitted to an arbitration panel for final and binding decision in accordance u'ith the rules and procedures ofthe Intemational Islanic Centre for Reconciliation and Albitration (ICRA), Dubai, United Arab Emirates.
The arbitration rules and procedures of IICRA shall be in lieu of any other procedure for the determination of dispules between the Parties to this Agreement or any claim by any Parry against the other Party arising thereunder.
10.2 lf within 30 (Thirr.v) days after counterparts of the award shall have been delivered to the Parties, the ar.vard is not complied with, any Party may enter judgment upon, or institute a proceeding to enforce the al'ard, in any court of competent jurisdiction against the other Part1,, may enforce such _iudgment by execution or may pusue any other appropriate remedy against the other Parq' for the enforcement of the award or lhe provisions of rhis Agreement- 10.3 Each Party to this Agreement agrees that an)' judgment rendered under this Agreement against it may be executed against its funds (assets) in any jurisdiction.
The Parties hereby irrevocably rvaive any objection the)'ma)'ha\re to an)' suit, action or proceeding arising out of or relating to the enforcement ol an arbifiadon judgment under this Agreement, whether brought in any jurisdiction in s'hich they have funds (assets), and hereby funhel irrevocably waive any clairn that any such suit, action or proceeding brought in any jurisdiction have been brought in an1, i6q6rtenient forutn.
10.4 J o the extent that the Bank may in any jurisdiction claim for itself or its assets immunity fi'om suit, execution, attachment (*,hether in aid or execution, before award orjudgment or otherwise) or other legal process ol to the extent that in any such jurisdiclion there rrra1, be attributed to itself or its assets such immrmity (whether or not claimed), the Bonower hereby inevocably agrees not to claim and hereby irrevocably waives such immunitv- Article-l1 CO-ORDINATIONANDNOTICES I l. I The Bonower hereby appoints Ilhe Minister of Finance and Economic Development as the authorized representative of the Borrower (the Borrol'er's Representative) for the purposes of Section 10.03 ofthe Geneml Conditions and on all matters under this Agleement and tbr all intents and purposes ivithout limitation; accordingly, the Borron.er's Representative shall: (i) (ii) (iii) " direcrly deal with the Bank.
be directly responsible for fulfilling the oblig'ations incwnbenl on the Borrower by virtue of this Agreement; be directiy responsible for communicating with the Bank on all matters penaining to the implementation olthis Agreement; and 0;:011 'L|i-ISFD Page 13 g\22 '\\r I I T r r r r r L.t- I t: q- l: u (i") at all times, conduct proper and efficient coordination and cooperation, and ensure that the Bonower and the Executing Agency carry out their duties hereunder.
ll.2 The Borrower may change the Borrower's Representative hereunder bv giving written notice to the Bank.
ll.3 Any notice, request, consent, approval or other communication 1o be given or made under this Agreement andtlor the purpose of Section 10.01 ofthe General Conditions shall be in writing and shall be deemed to have been duly given w'hcn delir.ered by hand, airmai[ established courier service, or fascimile to the Party to s'hich it is given at such Partyis address speci{ied below or at such other address as such Party shall have designated by notice to the farty giving such notice, request or communicalion.
For the Borrower: Ministry of finance and Economic Development Treasury Building, George Street Freetowu Republic of Siena Leone Tel;+232 22 22221 | I 225826 F ax'.+232 22 2283 5 5 / 22847 2 For the Bank: 811I King Khalid St. Al Nuzlah Al Yamania Dist.

UnitNo.l Jeddah22332-2444 Kingdom of Saudi Arabia Tel: +966 12 6361400 Fax: +966 12 6366871 Email: archives@isdb.ors Article-I2 MISCELLANEOUS 12.1 The recital and the armexes are an integral part ofthis Agreement.
12.2 This Agreement, including any amendments, may be executed in counterparts, which shali, in all cases, coDstitute a single agreement.

Copies of thjs Agreement will be equally binding as originals and faxed or scanned and emailed counterpart signatures will be suflicient to evidence execution, though the Parties may require original signed documents to be delivered.
12.3 This Agreement is the entire agreement and supersedes any prior oral or written agreement or communications betu'een the Parties regarding its subject matter.

The provisions of this Agreement are severable so that if any provision is found to be invalid, illegal or unenforceable, such finding shall not affect the validity, construction or enforceability ofany remaining provision.

12.4 This Agreement may only be amended by a mutual written agreement of the Parties.
12.5 The date ofthis Agreement shall, for all pulposes of this Agreement, be that appearing in the Preamble.

.

IEND OF ARTICLESJ eLNJSFDOS2OII Pag e 14 ol22 $> I I I I I I I I I I I I I I I I t I I I Execution Page IN WITNESS WIIEREOF, the Parties, through their duly authorized representarives.

have signed this Apgeement on the date fust above written.
FORAND ON BEHALF OF REPUBLIC OF SIERRA LEONE I lM,+ FORAND ON BEHALF OF ISLAMIC DEVELOPMENT BANK (IN ITS CAPACITY AS THE ADMINISTRATOR OF THE ISLAMIC SOLIDARITY FLIND FOR DEVELOPMENT) -l**'r*+**r*aF A Al.t 'UiJSFD Pase 15 of 22 - \s,- I lr Annex-I DESCRIPTION OF TIIE PROJECT [THE PROJECT 1.
Objectives and Rationaler The overall objective ofthe project is to contribute to the realization ofone ofthe main targets of the National Health Seclor Strategic Plan ofreducing matemal and neonatal mortality though streftgthening the health system.

The specific objective of the project is to improve the access to and quality of matemal health care sen'ices both at community and facility levels.
The project is aligned with the National Ilealth Sector Strategic Plan (2010-2015) which identifies delivering quality health services and developing the human resources for health among its core strategies for ensuring equitable and aftbrdable health care senices to all citizens.

The Projecl panicularly complements the "Agenda tbr Prosperity" (2013-2018) of the National Development Plan and is in s1'nergy rvith the "Free Healthcare Initiative" ofH.E.
the President of the Republic of Sierra Leone Scope: ) The project scope conlists of: (i) Constructing and equipping an tr,fidsitery Training School (MTS); (ii) Constructing and equipping neu, Emergencl' Obstctric and Neonatal Care (BEmONC) facilities; (iii) Equipping existing BEmONCs; (iv) equipping the.School of Clinical Sciences (SCS); (r.) Training Communiq Health Workers (CHWs), Midu'ives, Cornmunity Health Offrcers (CHOs) and Obstetricians: (v) Establishing a'Family Radio' for sensitizing the communiq'on matemal and child health; (vi) Establishing a refbnal system among health facilities and 1r'ii) Supporting Project Management.
3.

Key expected results The project will establish and equip, by the end of 2019.

2 nerv BEmONCs and equip 8 exisling BEmONC facilities.

establish an I\,ITS and ri'ill improve the referral system ' among healthcare facilities at dilttrent levels ofthe health care system.

The project will also equip the SCS in Kenema District and rtill support the training and management of 200 CHWs.

280 Midwives.

200 CtIOs and 10 Obstetricians.


Through these activities, the project will directll benefit more than 300.000 inhabitants ofKoinadugu District and its neighboring Districts and the n'hole population of the country at large.

1.
1.

Project Componentsr 'fhe Project comprises the lbllorving main componenrs: Component l: Capacity Building for Nlaternal and Child Health (MCH): Different cadres ofthe human resources for health posted at all levels ofthe health care deliverv tier will be trained under this component.

These include: (a) CHI[/s:200 CHWs will be trained using the standard training package jointly developed by the MoHS and UNICEF.
The trained CHWs will be equipped with a kit that rvill include, among others, Rapid Malaria Diagnostic Test (RDT), Respiratory rate counter, anti-pain medications and standard tbrmars, referral slips & logbooks.

This subcornponent will also cater for the refresher trainings, onjob coaching sessions and Page 16 of 22 w I review meetings lor the CHWs' program.
Recognizing the scattered population and the tough terrain of Koinadugu Disuict, transportation tacilities (bicycles and motorbicycles) will also be included in the package.

The 200 CHWs rvill join the already actively engaged 800 CHWs in the District under the Program.

(b) Midwives: 70 midwives will be admitted biannually to the MTS in Kenema throughout the life of the project and about 280 will graduate in the coming 4 years.
The MTS will be equipped with furniture and equipment including teaching aids and skills lab.

lhe sub-component rvill also finance 2 Nos.

buses (1 for students and 1 for the faculty.).

It will also cstablish a modem library, which will include electronic library.

The M1-S will also be furnished with internet services.

(c) CHOro:200 CHOs rvill be trained at the SCS in lv1akeni.
In addition to equipping the SCS including teaching aids and skills lab, this sub-component will finance the tuition and ftansportation fee for the CHOs.

The sub-component will also establish a modem library, which rvill include electronic library.

The School will also be furnished with intemet services.

(d) Obstetricians: l0 medical doctors (6 females and 4 males) who will meet the criteria that will be jointly prepared by the MoHS and IDB will be trained in Obsletrics and Gynecology.
The sub-component \yill cover the cost of transport, tuition-fee, living expenses and books for the trainees.

The trainees rvi-ll sign an agreement to serve for at least 5 years after graduation in the districts assigned by the MoHS.

(e) Establi.shntent of Referral System: Under this sub-componenr, a consultant will be hired to devise a full-fledged refenal-counter referral mechanism among the l0 BEmONCs and the District Referral Hospital (CEmONC) in Koinadugu.
The system to be established '*.i11 have a central database and electronic data capturing mechanisms.

The resources needed for ensuring the full functionality ofthe system such as ambulances (l to be based at each of the two new BEmONCs and 3 to be based at the CEmONC and serve the remaining 8 BEmONCs), Very High Frequency (VHF) radios, computers, log books, referral slips, etc.

will also be covered under this sub-component.


Compotrent 2: Infrastructure Development: Under this component, training as well as heaith facilities will be constructed, equipped and/or upgraded to enhance access and quaiity ofthe service delivery.

(a1 BEwONCs: Two new Centers will be constmcted as per the National standard.

s'hich rvas developed based on the WHO specifications.

Accordingly, each Center will have, among others, reception & waiting area, MCH & CHO consultilg rooms.
delivery and recovery rooms, heatment room, drug & food stores, EPI rvard.

dispensary, etc.

and will be built over an area of 3 I 3 m2.

The cost ofthe civil works is estimated at US$ 766lm:.

The cost of the civil works of the Cetnter is based on the cosr of similar facilities that r,rere financed by the MoHS and donors and were completed in 201212013.
This sub-component ivill also finance equipping of the trvo new facilities as well as eight additional BEmONC Centers (which have already been upgraded by the MoHS in 2012-2013 under extemal financing) in Koinadugu District.

Inputs for ensuring uninterrupted electrici$ and $'ater supplies to the new BEmONCs such as solar panel and borehole are also part of the infrastructure development.
(b) Establishtnent of MTS x'irh Srudent and Stcrffllosle/: Under this component, a new Midwifery Training School (II{TS) s-ill be established in the Kenema district.

The GoSL u'ill renovate the existing faciliq, (originally built for TEVT School under eLi-lshD0t2011 PagelT of22 "$.- the financial support of the Atiican Development Bank but not utilized lbr the ia: four years).

In this regard.
In this regard.

the Mayor of Kenema has already expressed hi r commitment to give the TEVT School to the NIoHS to be refurbished and converter into Midwifery Training School.

In addition to refurbishing the facility.

a hostei iha can accommodate more than 200 student with facilities for recreation, cantceri library, skill lab and multipurpose auditorium will also be constructed under IDE financing.

This sub-component will also finance the construction of statl accommodatiols.
The student and staff accommodation facilities w'ill have a trrtal built up area of 3,282 mz and 830 rn2, respectively.

The cost per sq.

metej is estimated at US$ 500 based on the review of similar constructions undertaken by die UogS.

C Component 3: Community Sensitization: This componenl will finance the establishment of a 'Family Radio' station rvhich will be dedicated to broadcasting matemal and child health related issues.
Tire station rvill be locatcd in the MTS and will be operated by the Midwives and the faculty.

This component rvill finance the acquisition of allFM transmitters, RF amplifiers, Audio duplicators, etc.

The Family Radio will not only help broadcast programs related to maternal and child health, it will also becopre an important communication channel for MoHS to reach out to the community for variorrs health related campaigns.
The radio station will be based and mn by MTS u,hich has healih communication specialists.

The midu,ivps, as part of their training, rvill prepare and broadcast maternal and child health related topics under the direct supervision of the communication specialists.
Component 4: Support to Project lVlanagement: (a) Support to Project Managentent (PMU): The central Project Management Unit (PML')- the Integrated Health Programs Adminimation Unit (IHPAI-D will be strengthened in terms of manpower, skill mix and equipment under this component.

Project start-up.

mid-term review and completion workshops will be arranged.
Ir{oreover, selectert members of the Executing Agency @A)/IHPAU will visit the IDB Headquaners for orientation on the Bank's procurement and disbursement procedures.

Moreover, the.

IHPAU, being a member of the Project Steering Committee @SC) in the MoHS, ra,il,' be supported by the follorving Directorates: Reproductive and Chiid Health; Pianning.

Policy and Information; Primary Health Care; Training, Hospital lv{anagement and Laboratory Services.
@) Consultancy Serv'rces: Project supervision consultant will be hired to foliow up the day- to-day execution of the construction work for the two BEmONCs, the MTS and the scs.

(c) Financial Audit: An accredited national financial auditing firm will be hired to revieu, the project financial statement and submit financial audit reports to the IDB on annual basis.
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IUIOI 0t 6t 8t !c 9E C' F. cc zs I c 0t 6; 8; Li 9L }L c- LL IZ 0t 6I 8I LI 9t 91 It SI ZI II 0t 6 8 L 9 s I t c t sluaurlBlsuJ Jnnuuv r(rlas uBo.I a,r!lEluel s3.In(sllls Jl-xouuv 1 I I I I I I- l- I I 1 I I I Number I 2 3 4 ) ':6 7 8 9 10 il t2 l8 19 20 Schedule-B Pa ment of Sen,ice Fee Date 31t1212015 30/06!2016 3111212016 30t06t2017 31t12t20t7 30,/06/2018 31 12n018 30,t06n019 31i12/2019 30106/2020 31t12/202A 30106t202t 31/t2/2021 30106/2022 3U12/2022 30i06t2023 31./12t2023 30/06/2024 31it212024 30/0612025 Total: i :1.
+:* *+:t 'f + * +,i I Amount (JSD) 25 000.00 25 000.00 25,000.00 21,750.00 21,750.00 21 ,750.00 21.750.00 _14.000.00 34.000.00 34,000.00 3.600.00 J 600.00 3.600.00 3,600.00 3,600.00 3,600.00 3,600.00 3,600.00 3,600.00 3,600.00 300,000.00 Page 20 of 22 \,1- SN tzio tZ eaed ******,1*:f** %001 "h0l o06 uollnq!rluoJ 0 Blu0JJJd I 000'001'r I 000'00 r'I 000'000'0r IEIOJ, puEr1) 000'00 r 060'600'I oi6'o6o'oI lloo'ooo'l Z€6,96',1 000'09 009'96 (.)
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30 1,rror.1.,1q",r1 i I runItruro] : IIJ tueuo uoJ uoJfEzIl!sues IJ t auo uto) 10 lDlotq,ts Ilt f8 slelsoq pue qel sllqs ',fterqt1 s.51y,q arll Jo Surddtnbl '/ llnq mtsr\a Jo uorlelrlrquqJu'9 sl.l\ ro.I sII^{ JOJ Ile.\\ _\rEpuno8Jo uol1 lusuo] 9 3'f r (S]S,) q?l IIDIS pue.\rErqrlJo slr\-Io ,ulnrEl rol slalsoHJo uoll.3rulsuoJ g sr\L\\prur roJ IalsoH Jo uorlJrulsuoJ 'z ^\ru rJo uorllnlsuoJ'l I rrroJ 1 tuauodruoS tot 1a1o1qn g nBnpeurol Jo lu3urqsrlq"lsa 'v ururf '€ ole.r0o arnlJnrlserJul :II lu0uo rua1s,(g lerJaJa1 SJNOUTEB suerJrJtalsqo Jo lua uI ut ln srsclgo qlFeH .qrunuruoJ Jo EururerJ 'z srslroa[ qllEalI rurPJ.L I H]tr{ .roJ fueu oleAro .urJ uJ :J luruo ruo:) runururo] -Io IE}OI {ss .ISO9 OJSI luauoduroJ rrEo'I eql roJ speerord Jo lE,$Brpqlf,!1 :) alnptqrs I I I I I I I I lt llt II lt Annex-III FORM OF LEGAL OPINION OF TIIE BORROWER'S CHTEF LEGAL AND/OR JUDICIAL AUTHORITY [TO BE PROVIDED ON THE LETTERHEAD] Islamic Development Bank P.O.
Box: 5925, leddah 21432 Kingdom of Saudi Arabia Dear Sirs, In my capacity as the ichief legal and/orjudicial authority ofl****it*, under the porvers vested in me under the laws of r*{'*r'**'r', I hereby certifu that this document constitures the Legat Opinion issued in relalion to Article-4 of the Loan Agreement dated _i_t_H L__.1___.1_Ol cntered into between *t:***+* and the Islamic Development Banli in its capacity as the administrator of the Islamic Solidaritv Fund for f)evelopment (the ''Bank") (the "Loan Agreement") for financing ir'*+* * **' (the '?roject") in an amount not exceeding For the purpose ofthis Legal Opinion, I have examined, the Loan Agreement; the authorization to entgr into and sign the Loan Agreement; (0 (ii) (iiD all lau's, rules.
regulations.

orders.

decrees and the l'ke oft**+**+: and (iv) such other documents and instruments as I deemed necessary.
Accordingly, I am ofthe opinion that the Loan Agreement signed for and on behalfof **!t*+:ti by t' * *****' (a) has been duly authorized, executed, delivered and ratified in accordance u'ith applicable governmental and/or legislative procedures; (b) does not violate any provision of the Constitution, any larv, rule, regulation, order or decree o1l*t****t; and (c) constitute legal valid and binding obligations of;****r** enforceable against the:******* in accordance with the terms and conditions stipulated in the said Agreement.
DONE at *{'***** on; /_/-[I (corresponding to /_/_-,G).

Yours truly, Signaturel Namel Designation Page 22 of 22 \{;- l !

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