Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698829586239.pdf (Sierra Leone)
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SL-0084-85 LEGAL DOCUMENTATION RELATING TO ISLAMIC DEVELOPMENT BANK'S ISTISNA'A AND LOAN FINANCING I I FOR lstisna'a: Loan (ISFD): usD3 I,680,000.00 usD15,000,000.00 :_... .l INFAVOROF REPTIBLIC OF-SIERRA LEgNE REGARDING THE GIETRENK: SIERRA LEONE COMMUNITY DzuVEN DEVELOPMENT PROJECT (PHASE-II) I I Project No: SL-0084 ISTISNA'A AGREEVIENT BETWEEN REPUBLIC OF SIERRA LEONE AND ISLAMIC DEVELOPMENT BANK REGARDING GIETRENK: SIERRA LEONE COMMLNITY DRIVEN DEVELOPMENT PROJECT (PHASE.II) turF d,nbh!

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tan S1-1J-x5tist t Nlillr ltx\ l:;1,4fitn&\ 5 r 2tt s 1) i1 ,tt1 a:bMx Contents Article-l DEFINITIONS-INTERPRETATION.... Article-2 CONSTRUCTIONOFTHEASSET............... SALE OF THE ASSET.......... Art ic le -3 Article-4 PAYMENT OF THE SALE PRICE................ Article-5 REPRESENTATIONS.
WARRANTIES Article-6 - EVENTS OF DEFAULT...... Article-7 INDEMNITY... -) 8 8 9 ...........10 ...........1 I ...........12 Article-g SUSPENSION, CANCELLATION, TERMINATION..-................................ Article-10 WAIVER...................... Anicle- I I Article-12 - COORDINATION.NOTICES Artic]ell3.

MISCELLANEOUS' GOVERN]NG-LAW.


SETTLEMENT OF DISPUTES.... ....:........15 Annex-l DESCRIPTION OF THE PROJECT........ Annex-ll DESCRIPTION OF THE ASSET Annex-lll FORM OF LEGAL OPINION l3 l3 t4 l5 l6 t7 l8 l9 30 Page 2 of30 THIS AGR-EEMENT is entered in to ont-l t I tt436H (conesponding to 8,'-{ i:cltsc) ISTISNA'A AGREEMEI.
*T Between The REPUBLIC OF SIERRA LEONE as purchaser (hereinafter referred to as the "Recipient") And The ISLAMIC DE\TLOPMENT BANK as vendor (hereinafter referred to as lhe "Bank") The Recipient and the Bank are collectivell, referred to as "Parties" and individualll as "Part'' \\'HERE.q.S.
,{ ts C The Recipient has requested the Bank to participate in the financing ofCietrenk: Siena Leone Communify Driven Development PhaseJI as described in Anner-l (hereinafter referred to as the "Project") by constructing the asset described in Annex-ll (hereinafter referred to as the "Asset") The Bank has on 25/1211435H (corresponding to 19/10/2014C\ approved the Iinancing of the Asset through Istisna'a for an amount not exceeding USDa 1.680.000.00 (US Dollars Thirty-one Million and Six Hundred and Eighty Thousand) approximatel;' equivalent to ID21.120,000.00 (Islamic Dinar Twenty-one Million and One Hundred and Twenty Thousand) (hereinafter referred to as the "Financing Amount"): and lhe sale ofthe Asset to the Recipient in accordance with the terms and conditions indicated in Article 4 of the Apxeemint, which have been notified to and accepted bv the Recipient.
Under this Agreement; the relationship between the Elank and the Recipienl is that of vendoi and purchhier in accordance with the principles of Shari'ah a,s inteipreted b}' .

the Islamic Fiqh.Academy and equnciated in the Shari'ah.Sta.ndaidspublished-b)'Ihe .. Accourting and Airditing Organization for lslamic Financial lnstitutions (AAOIFI).

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No*, therefore, the Parties herebl' agree as follou,s: Article-l DEFINITIONS-INTERPRETATION l.l Definitions: Unless the context otherwise requires.
the following capitalized terms inthis Agreement shall have the meaning appearing against each of them.

Acceptatrce Certifi cate: Agencr- Agreement: the certificale issued by the Recipient follou,ing the delivery and commissioning of the Assel in accordance with the Contract.

the agreement of even date between the Bank and the Recipient whereby the Recipient shall act as the Bank's agent in selection of the Contractor and the Consultant and supervision ofthe conslruction ofthe Asset.
Asset: the asset specified in Annex-ll.

Page 3 of30 Business Dar': Capital Cost: Consultancv Contract: Consultant: Contract Price: Contract: Contractor: Disbursement: Effective Date: Euribor or US Dollar Libor: any da1'on rvhich banks are officially open for business in the place rvhere payments by the Recipient to the Bank in the cunencf in which such payments shall be effected.
the total Disbursements plus a mark-up rate of 6-month USD Libor plus l5-5 bps per annum applied to each Disbursement during the Gestation Period.

the contract concluded on behalf of the Bank b-,- the Recipient with the Consultant for the provision of consultancr services pertaining to the Project.

the consultant who shall be.

entrusted under the Consultancl' Contract with the provision of consultancv services pertaining to the Project.
the price pavable to the Contractor for the corrstruction of the Asset in accordance with the Contract and the financing plan ofthe Project as approved by the Bank.

the contract for the construction ofthe Asset concluded on behalfofthe Bank by the Recipient with the Contractor.

The contractor who shall be entrusted with the construclion ofthe Asset in accordance with the Contract.

payment made in accordance with the applicable rules of the Bank.
of any part of the Financing Amount for the construction ofthe Asset, including for the payment ofthe 6ontr251 p1ic,e, the Consultant's fee, and any other cosls or expeoses incurred by the Bank in connection with the construction df the Assel- the date on \ryhich the Bank declaies this Agreement etTective in dcc6rdance with Article 8. the definition shall be applied in accordance with the currency of financing: Euribor: ln relation to a particular period, the arithmetic mean (rounded up if necessary to five decimal places) of the interbank offered rates for Euro deposits for such period at or about I I .00 a.m. (Brussels time) as displayed on the EURIBOR page 0l of the Reuter Monitor Mone)' Rates Service (or such other page as may replace such EURIBOR page on such service for the purpose of displaying interbank offered rates of major banks knou'n as Reference Banks for Euro deposits).
US Dollar Libor: (i) in respect ofan),relevant period ofone (l) month or more.

the rate ofinterest for deposits for a period being the number of whole months most closell.

corresponding to the duration of the period.

and Page 4 of30 (ii) in respect of a relevant period less than a month.

the rate of interest for deposits in USD for a period ofone(l) month.
(the period for which the rate is taken being hereafter called the "Representative Period") as set b) the British Bankers Association and released b1' Reuter Monitor Mone;- Rates Service or anl financial nelvs providers at 11.00 a.m. London time or at a later time acceptable to the Bank on the da)'(the "Reset Dale") \\hich falls two(2) London Business Dal's prior to the firsl da) of thc- relevanl period.
lfsuch rate is not so released by Retner or any financial news providers, the Bank shall request the principal London offices of ''Re!

'erence Banks" to quote the rate at which USD deposits in a comparable amount are offered bl,each ofthem, at approximatell I1.00 am London time on the Reset Date.

to prime banks in the London interbank market for a period equal to the Representative Period.

If at least two such quotalions are provided.

the rate will be the arithmetic mean of the quotations provided.
If fewer than two quotalions are provided as requested- the vendor shall request rhe principal New York City offices of Reference Banks to quote the rate at which USD deposits in a comparable amount are offered by each of them at approximatel), I 1.00 am New York Cit1, time on the day falling two (2) New York Business Days after the Resil Dare.

to prime banks in European markel , for a period equal to the Repres€ntatiye Period.

Ifat least .

two strch quotations are provided.


the rate will be.the arktrmetr!

mean 9f the quotatigns provitle{ For the purposes ofthe foregoing definition: - (i) London Business Dav: a day-, on which banks are open for normal business in London and Neu York Business Day means a da-".'

on u,hich banks are open for normal business in Neu York Cit_v.

(ii) All percentages resulting from any calculations referred to in this definition will be rounded- if necessary to five decimal places.
(iii) The Bank shall inform the Recipient without delay ofthe quotations received by the Bank.

Reference Banks: the principal London offices of the JPMorgan Chase, Citibank N.A.

and HSBC and/or an1, other bank appointed by the Bank in substitution for any of the foregoing banks.

Page 5 of30 -/-- Event of Default with respect to the lstisna'a Agreement.

the occurrence of any of the events set out in Article 6 of the Istisna'a Agreement and with respect to the Agency Agreement.
the occurrence ofany ofthe events set out in Article 9 of the Agency Agreement Executing Agencl': National Commission for Social Action (NaCSA).

Financing Amount: First Disbursement: Gestation Period: Project: Sale Price: Sanctionable Practices: the amount approved by the Bank and specified in Recital- B above.

the first payment from the Financing Amount following the Eflective Date.

the period commencing on the date of,First Disbursement and ending 5 (five) years thereafter.
the project described in Annexl.

the price ofthe Asset payable by the Recipient to the Bank in accordance with Article 4. any of Corrupt Practice, Coercive Practice, Collusive Practice, Fraudulent Practice or Obstructive Practice as defined below: Corrupt Practice: means the offering, giving, receiving.

or soliciting, directly oq indirectly, anything of value to influence improperly the actions ofanother party.

; Coercive Practice: means any act er omission impairing or harm.in!, orlhreatenin!
to impair or harm, dir.ectly.

or.

.

indiregtly.

any.party or.the propefiy of .ths party to.

infltrence improprlylhe actiohs.

of a party.

Collusive Practice: means an arrangement between two or more parties designed to achieve an improper purpose.

including influencing improperly the actions of another party.

Fraudulent Practice: means any act or omission, including a misrepresentation.
that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.

Obstructive Practice: means, (a) deliberately destroying.

falsifuing, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede the Bank investigation into allegations of a Comrp1 Fraudulent.
Coercive or Collusive practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters Page 6 of30 SWAP Rate: . '

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Tax: relevant to the investigation or from pursfing the investigation, or (b) acts intended to materially impede the exercise of the Bank's contractually acquired rights to audit or access information.
The rate to be selected by the Bank in calculating the Sale Price, one business day prior to the end of the Gestation Period- from the lowest rate obtained when comparing.

(a) the rates quoted by and obtained from institutions dealing with SWAP acceptable to the Bank; and (b) the rates quoted on Bloomberg, or an)' other financial news providers acceptable to the Bank.
Any rate to be obtained or calculated shall be for a fixed- floating amortizing swap having zero NPV at start for which, (i) the currency of both legs are in USD currency, (ii) both legs have a maturity equal to the Repayment Period, (iii) both legs are subject to the agreed amortization schedule of the Capital Cost, (iv) fixed leg has a coupon payment with semi-annual frequency and 30/360 day count basis, (v) floating leg has a coupon payment of6-month USD Libor (i.e.
with semi-annual frequency and ActuaV360 day count basis), (Swap ,Marrager-SwPM)for priqing purposes.

Iu this .. case, the swag ratg s|gl] be the coupon off}e fixed,leg.

any tax, levy.

impost, duty or other charge ofsimilarnature (including without limitation any penalty payable in comection with any failure to pay or delay in paying anl of the same).

1.2 Interpretation: (a) an "annex", "schedule", "Article".

"Section".

"paragraph", or "preamble" shall.
subject to any contrary indication, be construed as a reference to an annex, schedule, Article, Section, paragraph or preamble ofthe agreement or document in which such reference appears; (b) (c) "including" shall be construed as a reference to "including, without limitation"; this Agreement or any other agreement or document shall be construed as a reference to this Ageement or, as the caise may be, such other agreement or document as the same may have been, or may fiom time to time be.
amended, varied, notated or supplemented: Page 7 of30 -e. (d) the headings in this Agreement are for convenience only and are not intended, and shall not be construed.

to alter, limit, or enlarge in any way the scope or meaning ofthe language contained in this Agreement: (e) a "law" shall be construed as any law (including common or customary law).

statute, constitution, decree, judgment, treaty.

regulation.

directive.

by-la!r,.


order or any other legislative measure of the Recipient's government, supranational, local government, statutory or regulatorl, body or court: the singular includes the plural and vice versa; and (0 (g) a "day" and "year" shall be to a day.

month and vear.

respeclively of the Gregorian calendar.


Article-2 CONSTRUCTION OF THE ASSET 2.1 The Bank agrees to have the Asset constructed in accordance with the terms and conditions ofthis Agreement and the Recipient a$ees to purchase the Asset and to pay the Sale Price on the terms and conditions set out in this Agreement.
2.2 For the avoidance ofany doubt, the Recipient agrees that the Bank will have the Asset constructed by the Contractor to be selected in accordance with the relevant provisions set out in the Agency Agreement.

2.3 The construction of the Asset will be completed within 5 (five) years from the date of Firs Disbursement.

Article.3 SALE OF THE ASSET 3.1' 3.7 3.3 Th'e sa-le of the.Asset by the Bank to the Ricipient shall be eflective upOn delivery arid irccdptince ofthe Assetln.
accordance with Article6 of.the Agency.e,gr6emeni.

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'i .

The title to and the risk in the Asset shall pass to the Recipient on the issuance ofthe Acceptance Certifi cate.

Without prejudice to Article 3.1, the Bank shall not have any responsibility or liability whatsoever to the Recipient or any other person or entity.
wilh respect to any liability, loss or damage: (a) caused (or alleged to be caused) directly or indirectly by the Asset or by any inadequacy thereofor deficiency or defect therein or by any other circumstances in connection th'erewith; O) (c) resulting from the use or operation ofthe Asset or any risks relating thereto; resulting from any interruption of service, loss ofbusiness or anticipated profit or consequential damages.
d8 IST-Sor O32t) 1 t Page 8 of30 3.4 The Bank undertakes, upon issuance of the Acceptance Certificate.

to assign to the Recipient the benefit ofany guarantee.

condition or warranty relating to the Asset which may have been given by the Contractor to the Bank and which had been examined and accepted by the Recipient and all other conditions or warranties as may be implied b1' law or recognized by custom in favour of the Bank.

ln addition.
ln addition.

the Bank shall take such other action as the Recipient shall reasonably request to enable the Recipient to claim against the Contractor.

Article-4 PAYMENT OF THE SALE PRICE 4.1 The Sale Price is USD43.921.429.83 (US Dollars Fony-three Million and Nine Hundred and Twenty-one Thousand and Four Hundred and Twenn-nine and Eighry' three Cents.
(a) The Sale Price shall be recalculated at the end ofthe Gestation Period based on the Capital Cost plus a mark-up of 6-months USD Libor Swap Rate prevailing at the time ofthe recalculation plus 155 basis points per annum.

1.2 (b) The Capital Cost shall be determined based on the total disbursements at the end of the Gestation Period.

or the time ofsale, plus a floating mark-up rate of 6-months USD Libor plus 155 basis points per annum applied to each Disbursement.
4.3 4.4 4.5 4.6 The Recipient shall pay the Sale Price in 30 (thirty) semi-annual equal and consecutive instalments, the first of which shall become due and payable 6 (Six) months from the end of the Gestation Period.

The Bank shall send the Sale Price Payment Schedule to the Recipient shortly alter the issuance ofthe Acceptance Certificate.
Any payment due hereunder shall be deemed to have been duly paid when any of the following banks confirms to the Bank the receipt ofsuch payment in the Bank's account with it: In pS D_ouars: A,/c Ncr - G836SINT609280001591 I I Gulf lntemational Bank (UK) Ltd. One Knightsbridge London SW lX 7XS United Kingdom Telex No.

8812261/2 Swift Code: SINTGB2L In Pounds Sterlirs: Alc No: 'cat:stNtooszlooot jgt:z Gulf International Bank (UK) Ltd- One Knightsbridge London SWIX 7XS United Kingdom Telex No.
8812261/2 Swift Code: SINTGB2L !qEU.BQ: A/c N6: hnr6a: aisoooo r qoe65ooi 5 i0s'8 Union De Banques Arabes Et Franqaises (UBAF) 92523 Paris.

Neuill)' C€dex France Tilex No.

610334 LIBAF Swifl Code: UBAFRPPXXX Ifany payment falls due hereunder on a day.

which is not a Business Day, payment shall be made on the following Business Da-v. All paymens made by the Recipient hereunder shall be made fiee and clear ofand without deduction o{ or on account of, any tax- set-ofi counter-claim or other maner.
If the Recipient is required by law to make any deduction or withholding from an1, sum payable by it hereunder, the sum payable by it in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Bank receives and retains (free from any Iiability in respect ofany such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made.
Page 9 of30 -+ 4.7 If the Recipient fails to pay any amount payable hereunder when it is due.

the Recipient shall, (a) (b) in accordance with the Principles of Islamic Shari'ah, compensate the Bank for an1, loss, damage, reasonable actual costs and expenses (including, but not limited to any legal, or collecting agent's costs and expenses) incurred by the Bank as a result ofdelay in payment to the Bank.
in addition to the amount due, pay the Bank a late payment charge in respect of the overdue amount, any such late payment charge shall be calculated and applied as a sum determined by the Bank after applying the formula indicated belo*: A"BxC 360 Where: "A" means the unpaid amount; "B" means 0l7o per annum; and "C" means the number of days from and including such due date to, and, including the date of actual payment (whether before or after judgment).
The Bank shall, after the deduction ofall 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: IIIAN: 0000 100 102 The British Arab Commercial Bank BACMGB2L GB69 BACM 4o5l 32oo 1oo lo2 Article-S REPRESENTATIONS.\ IARRANTIES 5.1 5.2 TheRecipientrgpresents-that:' .

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(a)- .. all govepmeltal:authoriiations.and actions of any kind,ireqiisary to,authorii ' or requirEd for the'validity oi enforceability.-of tle obligatioirs -cante.mplated under the AEreement have been obtained or performed and are valid and subsisting in full force and effect.

(b) under the applicable laws ofthe Republic of Sierra Leone in force at the date of this Agreement.
the claims of the Bank against the Recipient under this Agreement will rank at least pari passu with the claims of all other unsecured creditors for any indebtedness ofthe Recipient; and (c) the concemed department or unit charged with servicing extemal debt has been instructed to make payinent ofthe Sale Price instalments on due dates.
The Recipient warrants that it shall: (a) afford all reasonable opportunity for accredited representatives ofthe Bank to make visits for purposes related to the Asset, and inspect the Project, the Asset and any relevant records and documents and shall fumish to the Bank all such information as the Bank shall reasonably request conceming the expenditure of the Financing Amoun!
the Project, the Asset and the operations and financial position ofthe Recipient during the implementation ofthe Project and until all payments hereunder are made by the Recipient in full.

Page 10 of30 (b) (c) Iake all action which shall be necessary on its part to enable the execution ofthe Project and refrain from taking or permitting to be taken, any action which rvould prevent or inteifere with the implementation or operation of the Project or the performance ofany obligations under this Agreement.
provideanannual audit report b1,the financial auditorofthe Project.

Thisreporl shall be provided throughoul the Gestalion Period and the payment period of the Sale Price under this Agreement: and an\ other report or information.

r,nhich the Bank nral from time Io tinte reasonabh request.

Article-6 EVE\-TS OF DEFAT-L'I 6.

I Il'rrne of the events specified In this Article shall have happened and be conriuuinc- then thc Bank.

br notice to the Recipienr.


rnal declare the whole or pan o1'the Sale _ Price to be.

and the sarne shall thereupon become.


imntediatell due and parable (anlthing in this Agreernent not w ithsrand ing1 rr ithout anl lurther nrrtice: (a) default shall have occurred in the pa1'ment ofanl'ofthe Sale Price instalments and such default shall have continLred for a period of l5 (Fitieenl dal s: (b) the Recipient has failed to discharge its obligations to pay an)'amount due to the Bank (or any affiliated body to the Bank); (c) default, other thad the defauh specified in Article 6.1(a) and (b).
shall have occurred in the performance of any obligation of the Recipient under this Agreement and any such default shall have continued for a period of30 (Thirty) days from the date ofthe notification ofsuch default to the Recipient; (d) any representation or warranty confirmed or made by the Recipient in connection with the execution and delivery of lhis Agreement or in connection - with an1'request for Disbursemenr under this Agreement, shall be found to have ..been incorrect in any material-respect and shall contiriue to be incorrecr for a period of 30'(fiirr,v) .dayp.
!fter notice ihereof shall'hav-e beeir gir,en,to the .

, .

..-:....R.cipiehtBtheBanhdid...'.'-'.-.'.

(c) the Recipient shall have b..orn.

,nubl" ro pay irs debrs as the-t fafl due: i;rd an.. obligation or purported obligation ofthe Recipient under or arising out of this Agreement being or becoming wholly or in part invalid or unenforceablc rvhether or not always known to the Bank.

6.2 lf any Event of Default or any event which, with lapse ol time or notice and Iapse of time.
would become an Event of Default shall have happened.

the Recipient shall immediarell, give the Bank notice thereofby telex or facsimile.

specifoing lhe nature ofsuch Evenr of Default or such event ard any steps the Recipient is taking to remedy the same.

6.3 No course ofdealing and no delay in exercising.

or omission to exercise, any right, power or remedy accruing to the Bank upon any default under this Agreement or anv other agreement shall impair any such right.
power or remedy or be construed to be a waiver thereof or an acquiescence therein; nor shall the action ofthe Bank in respect ofany such default, or any acquiescence by it therein, affect or impair any right.

power or remedy of the Bank in respect ofany other default.

Page I I of30 t!

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: Article-7 INDEMNITY 7.1 ::.'

7.)

The Recipient hereby undertakes to indemni!

the Bank, on a net after-tax basis (at the applicable local and foreign tax rates) against, and agrees to protect.
save and keep harmless.

the Bank from any, and all obligations, fees.

liabilities, losses.

damages.

penalties, demands.

actions.

judgments and expenses, including reasonable legal fees and expenses (including such legal fees and expenses incurred in connection rvith the enforcemenl of this Agreerrent).

of everv kind and nature \\,hatsoever imposed on.

incurred b1.

or asserted against the Bank arising out of: (a) orvnership.

possession.

use- documentation.


removal- return- or other applications or dispositions under the Contract or the Consultanc).

Contract.
including such as may arise from: (i) (ii) (iii) any claims based on strict liability in tort or otherwise; (iv) any claim based on patent, trademark or copyright infringement: (v) any claims based on liability arising under the applicable environmental anl' loss or damage to any property or death or injury to an) person: patent or latent defects in the Asset; - b( laws or enviroimental approvals; (vi) any claims, encumbrances, security interests, liens, legal processes regarding title to the Asset or the land on which it is constructed; -(vii) '.
aly claim -or.

dispute-relating to the.

Contract or any'litter of Credit established nur:iirant theieto or refatins to thi Consul6ncv Contract; ,.,,,.. 'the octuirence of any defaulr or anj, othei'faili-rre on.th€ part of ttie Recipibnt or the Contractor to perform or comply with any term ofthis Agreement.
or any' document, agreement or contract entered into in relation hereto or otherwise in relalion to the Asset, but excluding any claim based upon any failure on the part of the Bank to comply with its obligations under this Agreement or an1- document, agreement or contract entered into by the Bank in relation hereto or otherwise in relation to the Asset.
The Recipient shallgive the Bank prompt notice ofany occurrence or condition known to the Recipient as a consequence of which the Bank is or is reasonably likely to be entitled to indemnification.

The indemnification provided in Article 7.1 shall specifically apply to and include claims or actions brought by or on behalfofemployees of the Recipient and the Recipient hereby expressly waive, as against the Bank, any immunity to which the Recipient might otherwise be entitled under any applicable laws.
The Recipient shall promptly upon request by the Bank (but in any event within fifteen days of such request) reimburse the Bank for amounts expended by it in connection with any of the foregoing or pay such amounts directly.

The Recipient shall be subrogated to the Bank's rights in any matter with respect to which the Recipient has actually reimbursed the Bank for amounts expended by it or has actually paid such amounts directly pursuant to Article 7.1.
In case any action or proceeding is brought against the Bank in connection with any indemnified claim, the Bank will, after receipt of notice of the commencement of such action or proceeding, notiry the Recipienl Page l2 of30 thereof.

enclosing a copy ofall papers served upon the Bank.

The Recipient mhy.
The Recipient mhy.

and upon the Bank's request resist and defend such action or proceeding at the Recipient's expense, or cause the same to be resisted or defended by counsel selected by the Recipient or any authorized person.

In the event of any failure by the Recipient to do so, the Recipient shall pay all costs and expenses (including reasonable attome)"s fees and expenses) incuried by the Bank in connection with such action or proceeding.
Article-8 EFFECTIVENESS 8.1 This Agreement shall not be effectire unless and untilthe Recipient furnishes lhe Bank _ with the following documents: (a) Ratification instruments of the Agreement or an) applicable documents evidencing that the execution and delivery" of this Agreement on behalf of the Recipient has been duly authorized or ratified b1'the Republic of Sierra Leone: (b) Legal opinion acceptable to the Bank emanating from the chief legal counsel of the Recipient confirming that the terms and conditions of the Agreement constitute enlorceable binding obligations upon the Republic of Sierra Leone substantialll in the form provided in Annexlll to this Agreementi (c) A letter issued by the Ministry ofFinance or any other duly authorized organ of the Recipient to the Central Bank of the Republic of Sierra Leone instructing/authorizing the Central Bank that payment ofthe Sale Price instalments by the Recipient under this Agreement shall be effected b.v- the Central Bank on the dates on which they fall due; & The Central Bank acknowledging thal it has received the said letter of instruction/authorization and that it will adhere to the instructions contained therein; ' ' -.
OR The Recipie-nt, throqgh -irs Ministry of Finance or any other duly authorized ' organ, shall provide .the Bank with a lener confirming that the' concemed .depar.trflent or unit chargtdwith s'ervicing extemal debr his been instructed tb' ' make payment of the S'ale Price instalments on dui dates; and (d) Documentary evidence to the effecl that all conditions precedenl to the Recipient's right to obtain funds from other financiers ofthe Pro.lect shall have been fulfilled.
8.2 If the Agrcement shall not have entered into effecr within 6 (Six) months from the date of signature.

the Agreement and all obligations of the Panies hereunder shall terminate.

unless the Bank after consideration ofthe reasons for the delay.

shall establish a later date for the purposes of this Article.

The Bank shall promptly inform the Recipient of such later date or the termination of the Agreement.

as the case may be.
as the case may be.

Articleg SUSPENSION,CAIICELLATION,TER.IVIINATION 9.1 Suspension: The Bank may decide to suspend the Agreemenr or the Financing Amount in the following cases: Page 13 of30-L (a) An extraordinary situation shall have arisen which, shall make it, in the opinion of the Bank, improbable that the Recipient would be able to fulfil its obligations under this Agreement, or shall prevent the attainment ofthe purposes for which this Agreement is entered into: (b) An Event ofDefault has occurred.
9.2 9.3 9.4 Any suspension ofthe Agreement orthe Financing Amount shall continue untilthe event or events which gave rise to such suspension shall have ceased to exist and untilthe Banl shall have notified the Recipient that the Financing Amount has been resrored; provided.

however, that the Recipient shall continue to perform its obligations in accordance with any conditions specified in such notice, and no such notice shall affect or impair any right.
power or remedy ofthe Bank in respect ofany other provision of this Agreement.

Cancellation: The Bank may decide to cancel the Financing Amount or any part ofthe Financing Amount when the Parties, by common agreement, determine that an).

component ofthe Project does not require to be financed anymore by the Bank.

Termination: the Agreement shall be liable for termination in any of the following cases: (a) (b) (c) if within 6 (Six) months from the date of the Agreement.
the Agreement has not become effective.

if within 6 (Six) months from the Effective Date ofthe Agreement, the Recipient has not applied for the First Disbursement.

when requested by the Recipien!

but in any case before the conclusion of the Contract.

. '

(d j'.

.
. '

(d j'.

.

unles:sthe Bank shall othirwise.agree, upon termination of rhe Contracr forup o 60 (Sixty) days due 1o the Contraqtor's failure to fuIfi I any of its obligatio4s undei the Contract and the Recipient's failure to take, within such period and to the satisfaction ofthe Bank, appropriate action to remedy the situation.

(e) when a suspension continues for more than 180 days.

(0 when all obligations of the Parties under this Agreement have been fully discharged.
9.5 Neither cancellation of any pan of the Financing Amount nor termination of the Agreement shall affect any commitment made.

obligations incuned or rights accrued prior to the date ofsuch cancellation or termination.

9-6 For the avoidance ofdoubt, upon termination ofthis Agreement on account ofEvent of Default, the Recipient shall indemni!

the Bank by an amount equal to the Capital Cost determined and commitment incurred, as at the date ofthe termination.
Article.l0 WAMR Failure of the Bank to exercise or assert any of its rights under or resulting out of this Agreement or its delay in the same or its failure to exercise or assert any remedy it may have against the Recipient or its delay in the same, shall not prejudice such right or remedy and shall not be construed as a waiver of such right or remedy.
Page 14 of30 Article.ll GO\TERNING LAW SETTLEMENT OF DISPLITES ll.l .This Agreement shall be governed by and be construed in accordance with the principles of lslamic Shari'ah as pronounced b1' the lslamic Fiqh Academy.

as enunciated in the Shari'ah Standards pubtished b)' the Accounting and Auditing Organization for lslamic Financial Institutions (AAOlFl).

and as interpreted b1 the Bank's Shari'ah Committee.
I 1.2 Anl dispure benveen the Panies ro this Agreement and an1 claim b1 an1' Partl against the other Parq' arising under this Agreement.

rvhich could not be determined by agreemenl ofthe Parties shall be submitted to an arbitration panel for final and binding decision in accordance with the rules and procedures ofthe lnternational Islamic Centre for Reconciliation and Arbitration (llCRA).

Dubai.

United Arab Emirates.


The arbitration rules and procedures of IICRA shall be in lieu ofanl other procedure tbr the determination of disputes between the Parties to this Agreement or anl ,claim b1 anl Panl against the other Parq arising thereunder.

I 1.3 lf rvithin 30 (Thin1) days after counterpans ofthe auard shall have been delivered to the Parties.

the au'ard is not complied with- anl Parq' ma1 enter judgment upon.
or institute a proceeding to enforce the award, in an1' court of competent jurisdiction againsl the other Party.

may enforce such judgment by execution or ma\ pursue an\ other appropriate remedy against the other Parq' for the enforcement of the award or the provisions of this Agreement.

I I .4 Each Part1, to this Agreement agrees that any judgment rendered under this Agreemenl against it may be executed against its funds (assets) in any jurisdiction.
The Panies to this Agreement hereby irrevocably waive.

any objection they may have to anY suit.

action or proceeding arising out of or relating to the enforcement of an arbitration judgment under this Agreement.

u,hether brought in anyjurisdiition in rvhich thel' have funds (assets), and hereby further irrevocably waive any claim that an1'such suit.

action or proceeding brought in anyjurisdiction have begn brought in.any ineonvenient forum.

IL-_i For the purposes.of-the present.Article.


the Recipienr iqrev-ocably agrees to waivc,its .rights to claim for [tself 9r.it5 assets any.

immuniry inributed to i.tself oLits asSets'in an], j urisdiction.
Article-12 COORDINATION,NOTICES l2.l Co-ordination: The Recipient hereby appoints Minister of Finance and Economic Development as the authorized representative of the Recipienl (the Recipient's Representative; on all matters under this Agreement and for all intenrs and purposes without limitation; accordingly: (a) to deal with the Bank and to be directly responsible for fulfilling the obligations incumbent on the Recipient by virtue of this Agreement.
(b) all communications of any kind given b-,-' the Bank to rhe Recipient's Represenrative shall be deemed to have been dulv given to the Recipienr: (c) all communications received by the Bank from the Recipient's Representarive shall be deemed to have been duly given or made by-,.

and received from, the Recipient; and Page 15 of30 -.--*Y (d) the Recipient's Representative shall, at all times, conduct proper and efficient coordination and cooperation.
and ensure that the Recipient and the Executing Agency carry out their duties hereunder.

lZ.2 Notices: Any notice, request or other communication to be given or made under this Agreement or in connection therewith shall be in writing and shall be deemed to have been dull, given when delivered b1' hand.

airmail.

established courier service.


or facsimilti to the Pa4 ro which it is given at such Pa$,'s address specified belor.r,or at such other address as such Party shall have designated by notice to the Parf.v giving such notice.

request or communication.

For the Recipient: Treasury Building, George Street.
Freetown The Republic of Sierra Leone Tel: 232-22-222211/225826 Fax: 232-22-228355/228472 Email: info@mofed.gov.sl For the Bank: 8l I I King Kialid St. Al Nuzlah Al Yamania Dist Unit No.l Jeddah-22332-2444.

Kingdom of Saudi Arabia Tel: +966 126361400 Fax: +966 12 6366871 Email: archive isdb.ors Article-13 MISCELLANEOUS ' -13..1 The recital and.the!

annexes ire ai ialegrhi part of thii Agre'emeirt ' ' - 13.2 *fhe persoq signing.

this A!r""-"ni oi, behalf, ol gai'h llrty.

h6{eby.

iepreserits.


ind warrants to the other Part_v that he or she has the requisite legal power and authority to execute this Agreement on behalf of the Pany and bind the Parr-v-.

to the obligations herein.

13.3 This Agreement.

including any amendments, may be executed in counterparts, which shall, in all cases, constitute a single agreement.
Copies of this Agreement will be equally binding as originals and faxed or scanned and emailed counterpart signatures will be sufficient to evidence execution, though the Parties may require original signed documents to be delivered.

13.4 This Agreement is the entire agreemenl and supersedes any prior oral or written agreement or communications between the Parties regarding its subject matter.
The provisions of this Ageement are severable so that if any provision is found to be invalid, illegal or unenforceable, such finding shall not affect the validity, construction or enforceabiliry ofany remaining provision.

13.5 This Agreement may only be amended by a mutual written agreement of the Parties.

13.6 The date ofthis Agreement shall, for all purposes ofthis Agreement, be that appearing in the Preamble.

[END OF ARTICLES] Page 16 of30 Execution Page: IN WITNESS WHEREOF.

the Parties.
the Parties.

through their dull'authorized representatives.

have signed this Agreement on the date first above u,ritten.

FOR AND ON BEHALF OF REPUBLIC OF SIERRA LEONE I I i FODAY B. L. Alhaji) Minister of State.

Ministry of Finance and Economic Development F9RANDON BEHALF OF .

.'
.'

ISLAMIC DEVELOPMENT BANK DR, AHMAD MOHAMED AII President c!8 IST-,gr 0J2t) I .t Page 17 of30 z- Annex-I DESCRIPTION OF THE PROJECT l) The aim ofthe Project is to reduce poverty and attain sustainable improvement in well- being ofthe population in Sierra Leone.

The development objective ofrhe Project is to build the livelihoods of rural poor by providing them access to socio-economic opportunities and capacig, building.

2) The scope of GIETRENK is designed around the seven guiding principles of SLAI.
ensuring that the Project interventions support the livelihood outcomes by either enhancing the assets of the poor or building on the opportunities they identify.

or improving the environment and context in which they operate (PIP).

The Project specifically focuses on the process and institutions ofthe poor to encapsulate the above elements by taking community driven development approach to the design of interventions.
lt is envisioned thal this multi-pronged and integrated approach to developing community livelihoods will have a sustained and lasting impact on improving the well-being of the target communities.

3) The Project builds on and scales-up the Sierra Leone Community Driven Development (SLCDD) Phase- l, which was funded by the Bank and implemented by National Commission for Social Action (NaCSA).
The main objective of Phase-l was to assist the war affected communities reduce poverty, and build local capacitl,for collective action thus contributing to the country's stability, peace and sustainable growth.

4) The Project will have five key components: (a) (b) (c) (d) (e) Infrastructure Development in grouth poles: Support for Livelihood and Micro and Small enterprise development: Inslitutional Capacity Building and Community Development Planning; Monitoring.

Knowledge Manalemtnt and Advocacy, and' .


Support for Ptoject lm'plemdntafidh and Manalefient.

. '

- , Sr'.

\o.

I B C Project Conponeats In$asmrtirre Dev'elopomt m RGP5 Support for fur.elihood ard MSE DetelopDrat Ilsthfiooal Capacl\* Butldrng aod Der€lop@t Plalriog D MoEitorins- Kaovitedge Matrageaenl atrd IEC E Swport fcr kotect Irylesreotahoa IDB Ististra'a .1lmr.

30 60 9l 1.00 11 -tDt 000 8..1l I I 065 Base Cost F Co !ting etr c--i-' G Graod Total I.

.,o.,,tr,ge,s iB.

bea?uiUt doclftnet E ardc.


dim.1,1t.t',n datdop,*n 31.60 0.0s 31.63 63 I 13.65 r.35 r5.00 ISFD Loau GoSL Total Cost -{ml.

I 11 0..10 0.20 I -t 3 0.0i 100 l-t {.76 0..r8 10 -.-i 10 .o,5 50 _o-i 7?

:1 :9 8_81 0.?0 {.-1S 50.03 1.91 51.93 rThe seven guiding principles of SLA include: be people centered.

be holislic.

be d1'namic, build on strengths, promote micro-macro links, encourage broad partnerships, and aim for sustainability.

.

!a.

BT-S0!

u3 20 t !


Page 18 of30 Annex-Il DESCRIPTION OF THE ASSET 5) 6) 7) ,: ..8).

.

e) The Istina'a financing shatl be used for the development of socio-economic infrastructure in the six growth pole chiefdoms including support for detailed design and supervision.
The targeted areas shall be provided with a complete package of infrastructure facilities falling under the following broad categories: (i) ( ii) Social Infrastructure (iii) Communitv Micro-projects and Marginalized Communities Scheme Livelihood and Economic lnfrastructure Component A.l: Infrastructure Facilities; The infrastructure facilities being financed will fall under the blue-print developed for each growth pole which revolves around a Multiutilitl Renewable Energl, Platform (M-REP).
development of u'ater suppll network.

a central market and industrial hub.

basic social infrastructure.

irrigation and water conservation facilities.

greenhouse production, fish ponds and agricuhural value- chain activities.
The broad menu ofthe specific infrastructure for each ofthe six growth pole clusters has been preliminary determined by the development planning depanments ofthe local councils based on the needs and opportunities available in each location and keeping in vierv the blue-print developed for a qvpical growth pole.
Considering the need to: (i) mainstream -bottom up planning process, (ii) setting up communitl, management structures, (iii) identifo viability and feasibility for developing possible value-chain activities, (iv) identifu the eligible beneficiaries and communiS' groups, (v) assess the potential for developing irigated agriculture in all locations, and (vi) assessing the suitable options and specifications for renewable energy structures, a rationalized approach to finalization ofthe infrastructure shall be undertaken.
The exact specifications, technological solutions, and the sites for the specific infrastructure will be adapted to the size and socio-economic characteristics of the specific chieldom as wellthehytrologicalandagroecologica1conditions'irithearea.

This component will .bg the key .in mainstrean-ring CDD approrich since the final infrastruclure facilities will be deteirnined thiough a.paiticiparbry cbhsulrarive, process.

The communities shall woik with the PRA tedms to establish their priorities.
select sub- - projects- and agree on their role in management, implementation.

monitoring and maintenance ofthe sub-projects.

The PRA exercise will involve community undertaking of the participatory poverty assessment (PPA), drawing of social maps, seasonality mapping.

opportunir_y" and service mapping, problem ranking.

priority ranking, asset/ resource mapping, livelihood mapping, vulnerability analysis, process mapping and development of strategic planning and action process.
This process will lead to development of growth pole development plans (GDPs), action plan and projects to be undertaken at section and headquarter level.

This will help the communities to determine the support they need to build their livelihoods and improve their conditions.
It may be noted that considering that the project focus is on establishing rural growth poles rvith essential energv- irrigation and road infrastructure communities will only be able to set priorities mainly from a 'limited menu' list.

Most of the infrastructure will be medium scale as mentioned in the RGP blue-print above.

though a special provision has been made for communiw micro-projects and marginalized communities' scheme.
This involves undertaking small community projects at village levels ro be determined b1.

communities from an open menu.

The infrastructure provided will be public nature and Page l9 of30 -4 mostly for remote marginalized villages and communities.

Preference will be given to periphery and section villages.

It will be ensured in all cases that the infrastructure design and list falls within the district development plans or approved by local councils.
l0) Each RGP shall receive a minimum of around US$3.5 million and a maximum of US$ 8 million.

The allocation has been determined and initially set based on the two ke), factors: (i) ensuring that a minimum basis for RGP blue-print can be established.

and (ii) per capita allocation based on the population in each village.

.

Considering the focus of the project on livelihood creation.
at leasl 70o/o of the amount shall be allocated for livelihood and economic infraslructure, 15% shall be allocated for social infrastructure.

and the remaining 5o/o for communitl' micro projects and marginalized communities development scheme.

I l) Based on the preliminary assessment.
it is expected that this component will lead to the following key outputs: (i) 7 M-REPs grid systems varying from 0.5MW to 2MW installed, operational and linked with major facilities; (ii) 200 single point rural solar kiosks (3-5KW) established and operational; (iii) around I50 boreholes and wells rehabilitated or constructed, with a water supply network with cumulative piping length of 50km piping developed to serve 150,000 people; (iv) 150 kms of feeder roads rehabilitated or construCted: Iv) water conservation and simple water harvesting infrastructure 1o cover around 5.000 Ha established; (vi) 1,000 Ha of inland valley swamps and 1.500 Ha of Boli lands rehabilitated; (vii) new production of rice and vegetables initiated on 3,000Ha producing addition 10,000Ha; sweet potato over 2,'100 Ha(viii) 60 fish ponds constructed and operational; (ix) 50 greenhouses provided with complete ancillaries; (x) 6 mini industrial hubs and modem markets established; (xi) value-chains of the following crops established: 9,000Ha of milled rice; 56 Ha of through greenhouse production; cassava grating, gari and flour for 1,970 Ha; -vegetables 'ipcrease in production and pro-cessing ofrleat fiom 7,000kg to.70,00..!
kgs and 560 liters .

vgrieties; i-oc'6a ahd edffde.

prodirction.

thioulh -ndw' pl mtation oi,er 200Ha , and piocessing: (xii) 50 fishponds developeil: (xiii) 75 community micro-projects and l50' marginalized communities schcme projects established; (xiv) social infrastructure including.

3 community health centers.

I referral hospital.

3 ambulances, 20 VIP toilets.

and 300 family toilets establishedl (xv) 9 primary, junior and secondary schools established.
- l2) Detailed Design and Supemision Corcultant: Apart fiom financing the infrastructure and equipment.

the lstisna'a will also support hiring an expert design and supervision consultancy firm- The design consultant shall be responsible for finalizing the detailed design and specifications for the M-REP, inigation infrastructure.

fish ponds, and other m4ior infrastructure being developed under the project.
The consultant shall specifically be responsible for finalizing the size and technology of the energy system which shall be tailored to the local geographical conditions, effective demand as determined by the "Chiefdom Development Plans", populalion density and proximity, and the capacity of the communities and local government to manage the infrastructure.
The second key task ofthe consultant shall be to assist in finalization ofthe irrigation infrastructure and selection of sites for livelihood activities, specifically fish pond development.

In this regard.

the consultant shall, apart from undertaking community consultations, make use of the hydrological information.

cropping pattems, weather.

and land/ water resources information.


He shall specifically make use ofthe GIS resource mapping ofthe areas prepared in collaboration with the Meteorological Department.

Page 20 of30 13) The limited preliminary determined by the development planning departments of the local councils based on the needs and opportunities available in each location and keeping in view the blue-print developed for a typical growth pole.

the following blue- print of limited menu has been developed.
which will be further refined after PRA exercise and specifications finalized b)'consultant.

The final list will require IDBs no objection.

Sr No.
Infrastructure tlrir \umber Per [:nit r otal i A.l .\.l B B.t 8.2 C D D,I D.2 D.3 D.4 E E.l E,2 F G I J J.t J.2 i.3 X K,I K.2 K.3 K.,r K.5 \T \ o P P,I P.2 P.3 P.4 \I-REP S\slcnrs M-REP Grids ( I.5-2lvl\\'t Sinsle Point Kiosks ( j-jK$') !\ ater Supplt Svstems Portable Water Supplv Nelwork \\rells and Boreholes I I 0.:5 0.005 l.i {) l5 r50 Rehabilitation and Development of Feeder Roads Network and Bridges K\I r50 0.02 lrrigatior and Water Harvesting lnfrrstructure Contour Stone Walls and Check Dams Percolation Ponds and lrrigation Tanks (200Ha) Tidal Irrigation lnfrastructure Run-off water Harvesting Infrastructure IvS and Boli Land Development IVS Rehabilitation and Maintenance Boli Land Development (low lands) Green Houses Development (36sq m to 240sq m) Mini Industrial Hrbs, Modern Markets and CRJT, Cs Service aDd Construction Contrartors Schools Coniirucrion and Reha6itirarion' 6iP:S' Construction and Rehabilitation of JSS Construction and Rehabililation of SSS Health and Sanitatiorl lntervertion Community Health Centrey' Refenal Hospital Ambulance Veterinary centre Construction of Companment VIP Toilets Construction of Family loilets To$n hall Community Micro-projects f!,targinalized Communities DevelopiDent Scheme Support for Value-chain I Suppon for Rice Value-Chain e Value-chain Cassava Value-chain Sweet Potalo No No Hal Hir 1500 0.0015 30 0.0125 1.25 0. i75 200 0.0045 0.9 I I I0oar 0.00 t Ha Ha No No lr-o No No l.\O No tr*o \_tr I No No No Ha Ha lu" Ha 1000 0.0005 1i00 I 50 6 l5 0.001 0.002 0.5 ,0.05
 0.1- 0.t5 - 0.5 0.17 0.05 0.0 r 0.002 0.1l5 0.01 j 20 300 rl 7,i r50 0,5 L 5 0.1 J 0.45 i.5 0 0.51 0.15 0 0.2 0.6 0.345 0.7j 0.7 5 I 9000 4200 t9'10 0.0002 0.00005 t.8 0.2 t 0.0002 0.394 2100 0.00025 0.525 Page 2l of30 I s'No.
I l,,l P,6 P.7 P.8 P.9 I nfrastructure Unir Number Per Unit Total I LiYestock Palm Oil Value-Chain Groundnul Value-chain Cocoa Value-chain Fisheries Ponds uigh bred Ha Hi.r No I t400 0.00015 0.21 ] 800 500 200 50 0.00r25 I 0.002 0.015 0.75 Detailed Srlecifications of Assets Multiutilit-v Renewable Energy Plalhrrn A multiutili ty renewable energy platform (M-REP) shall range from a single point solar kiosk, village or a multi-village mini grid or connection to a nearby national grid.
This will be the central infrastructure facility which shall be provided in all the hub villages and will be a priority choice in satellite villages.

This M-REP will provide energy for a vast range ofsocial and economic activities lo be developed in the growth poles.
The key services and facilities to be provided with energy shall include: (i) drinking water supply; (ii) ground water for irrigation purposes: (iii) electricity for agro- business mini industrial hubs; (iv) social infrastructure including schools, health centers.

community centers etci (v) public economic infrastructure including-markets and community managed resource centers, and (vi) street lighting among others.
It is estimated that the hub village in each growth pole shall require an energy system producing around 1.5-2 MWs, while the single point solar kiosk, village systems.

and multi- village systems shall require around 3-5Kva, 5-7 Kva and 8-12 Kva energy systems respectively.

The exact size.

technology and numbir ofthe M-REP to be provided in each grou,th pole shall be determined b1.. a detailed design consultant to be hired in'the intervening period between project approval andsignature.
The size- and technology ofthe enirgy.system shall be tailored to the lecal geographical conditions, effective demand as determined by the J'Q.h.iefdonr Developmeqt PlanS.

(CDPs)'l, population density apd.proximity,-and the capaciry- .

of thd eommunities and local goveinrnent to manage the infra-struLture..It mai be noted tha{ depending on the location various technological packages will be explored including solar panels and solar mini grids.

biogas.

mini-hydro or hybrid systems.


The systems will be installed with inverters, provided medium voltage (MV)/ low voltage (LV) distribution networks and energy storage technology (batteries etc).

The selection ofthe exact site for M- ERP shall also be done by an experl consultant and confirmed by the tum-key supplier based on several technical factors including geophysical charachteristics, viability for developing a multi-utility platform around it.
which would allow ease of connection to market, is viable for developing water supply system.

and has the potential to be expanded in the future.
A billing system and a nominal rent will be imposed on the users to ensure generation ofa consistent stream of benefits both for the maintenance of the system as well as to provide livelihoods to the self-help affinity (SAG) or microenterprise $oup (MEG) tasked with its daily operations under a 'Right Over Rent (RoR)' Agreement to be signed between NaCSA, Ministry ofEnergy, and a representative group.
The systems will be managed by an oversight committee comprising of Ministry of Energy, local council representative, community group representative and the user representative.

A maintenance fund shall also be set-up under the tripartite RoR agreement.

The rent generated shall be divided between the local government and the management group- with a fixed percentage being put in the maintenance fund to be seeded by the project funds upon signing of the RoR agreement.
The training of the community group on use and routine maintenance shall be a pre-requisite for handing over the facility and signing ofthe agreement.

Page 22 of30 It may be reiterated that the central M-ERP for the hub-village has been identified as a necessary economic infrastructure, which shall be installed in all the 6 chiefdom clusters.

11 is expected that around US$7- 10 million shall lie required for the provision of M-REP structures connected with infrastructure facilities.
The key M-REP facilities will be provided in the hub-village and single village systems in section heads.

Portable Water Supplv Network: The ke)' interlinked aspect of the multiutilitl rener.vable energy platform is a portable water supply system which will also be installed in all the growth poles.

The rvater supply'system shall typicalll,comprise ofa public standing posl on a borehole installed with a pumping unit electrified bl the N'I-ERP system.
It is composed of 2 to 3 km embryonic reticulated water suppll' networks with pipes.

storage facilities.

standpipes, and private connections lhat can accommodate 4.500 inhabitants.

The construction multi-village M-ERPs systems for r.r,hich lhe Water Supply infrastructure is composed ofa more sophisticated and reticulated water syslems (5 to 7 km netu,ork) Iinking many villages with pipes.

storage facililies.

standpipes.

and private connections that can accommodate more than 8,000 inhabitants.
Water will be pumped for storage into reservoirs (estimated to be around 200m3 per reservoir) and channeled through a distribution neovork- The main portable water supply system is expected to be provided in the hub where there is high demand for u'ater use.

The satellite villages are expected to be provided rvith fenced hand pump wells and where appropriate and demand exists.

a solar kiosk unit and a mini distribution network.
The portable water supply system shall be managed by a management committee or an SAG or MEG (to be called Facility Management Committee -FMC- in this case) esublished under the project and as appropriate a nominal fee for maintenance of the unit shall be charged to the users.

An O&M fund created and managed by the relevant group shall be established to undertake routine maintenance activities.
The structure and management ofO&M fund, the amount to be gharged and the selection of FCM shall be done by the Communit_v Development Committee (CDC) with support of the NaCSA facilitarors and consultant.

The FCM.

and the community technicians shall be provided training on the operations and management ofthe infrastructure.

It may be noted t]rat portablq water supply shall also be an infrastructure to be developdd in all the.chielttoms.
The exair specifichiiohs and scope of the structuies will be- ' - discussed and agreed upon in consultation with rhe communities and finalized-b.v thb design .

.

'essential- consultant.

A total ofaround US$2.5 million is expected to be spent on these structures.

Rehabilita tion and Construction of Feeder Roads: In order to link the satellite villages with the hub village and to enhance connectivity of growth pole chiefdoms to urban centers.

a network of feeder roads shall be laid.


The feeder roads program will involve both the rehabilitation as well as construction ofthe new road nerwork to enhance access to markets for small scale farmers.

h is expected that the improvement in road network will improve accessibility of section and periphery villages with the hub thus improving the farm gate prices, lowering transport cost.

and spurring commercial trade of cash commodities produced.
The focus will be on converting footpaths into vehicular access roads though rehabilitation of existing roads which are in poor condition will also be undertaken.

h is expected that around l50kms offeeder roads in the selected growth poles will be constructedr, rehabilitated, including construction/ rehabilitation of culvens and bridges as well as accessible paths to potenlial inland vallel, s*.amps (lVS).
Page 23 of30 -t+...',...- Irrisation Develonment and S il Conservation Infiastructure: Agriculture, especially crop production, has been identified as the major activity being undertaken in all the selected growth poles.

Agriculture is important both for enhancing the food security and developing Iivelihood of the communities.

However, most of the communities still continue to deploy very traditional production practices, which leads to very low yields.

high loses.
high loses.

and hence lack oI food availabiliti in all lhese regions.

Currentll, all the agriculture production is rain-fed though significant potential exists for the developmenl of inigated agriculture by controlling rain rvater run-off.

developing ground $'ater irrigation systems- and promoting water conservation lechnologies.

The extent of irrigation development and potential varies across the selected chiefdoms and section villages within them.
The project will seek to identifl the potential public irrigation infrastructure that can be developed for benefit of the farmers.

The focus in this area will be on public infrastructure built on watershed basis to be managed by water user and farmer groups.
The selection of u,atersheds for development of irrigation infrastructure is optimal from the standpoint of promoting integrated watershed development within the growth poles to achieve sustainable production without deterioration in the resource base and creating any ecological imbalances.

Considering the locational context and given the nature of infrastructure viable watersheds ofabout 200-500Ha will be the appropriate unit ofintervention forthis specific activity.
The following key inigation infiastructure type has been identified for development: (i) supplemental irrigation during off-rainy season using solar powered water wells with overhead tanks and drip irrigation network; (ii) soil-water conservation and moisture retention infrastructuie including contour stone walls, permanent check dams (US$1,000- 3,000), gulley plugging structures and contour trenching; (iii) Water storage infrastructure thal may be provided based on the conditions in specific locations will include.
percolation ponds ( I 0,000- i5.000m3 with iround 45.000m1 oladditional water available every seison).

silt .,lrtentiojr tanks.

and- iryigati91 .tanks.

These lanks wil!.

bq multipurp.ose $ruqtu.r!!,.

purposely built for n-ot onlyrechaging the groundwater but alsbto.plovide waterfor livestock rearing and promoting fish farming.

Each tank is exiected to allow doiible croppiij over around 3-5 hectares ofland and bring additional land under cultivation especially for orchards and vegetable gardens.
The cost per structure is estimated at around US$ 10,000- 15,000.

The exact nature, size and number of infrastructure shall be determined in consultation with the community groups through active involvement of NaCSA and finalized by a design consultant to be hired during the intervening period between project approval and signature.
The design and consultant shall undertake the remote sensing and hydrological and topographic mapping exercise to identify appropriate locations for various irrigation infrastructure in collaboration with MAFFS, Ministry of Water Resources and community development committee.
The following factors shall be considered in determining the final list of structures: (i) hydrological conditions and water availability; (ii) soil conditions; (iii) environmental impact; (iv) precipitation volume and land contour/ slope; (v) existing water storage capacity; (vi) irrigated agricultural development potential, and (vii) community demand and capacity for management.
The provided infrastructure will be managed by farmer organizations which will be the direct beneficiary ofthe infrastructure provided.

In order to enhance ownership and sustainability, the farmers will be involved in planning and finalization of the sites, construction, maintenance ofthe structures, mobilization of resources for management and maintenance activities, and determining water distribution criteria among beneficiaries including resolution ofany conflict that may arise.
The water user or farmer organizations will be set- Page 24 of30 up as legal associations which shall sign an agreement with the NaCSA and local government for management ofthe provided infrastructure and shall be provided relevant training on the same.

The formation of WUAs, provision of community cost share and signing oi the agreement will be a pre-requisite for financing such projects in the communities.
Inland Vallel Swamos arrcLBqll Land Develonment: The agro-ecology in the selected chiefdoms is Sudano-Sahelian, u,ith rainfall between 800- l I 00mm.

Majoriq, of the crop cultivation is undenaken on lou,lands rvith rice being a common crop in all the regions.

Farmer's income can be significantl.v increased b1 bringing the increased agricultural land under cultivation through the development oflVS.
Several IVS structures are damaged u hich limits the potential for cultivation and results in extremell' lorv yields.

An area ofaround 1.500 acres can be potenlialll developed through the rehabilitation of IVS in the targeted gro\\'Ih poles.

This lill result in significant increase in food production thus resultine in improved food security'.

The rehabilitation and derelopment of IVS shall be based on location specific conditions.
However, on average it is expected that around US$500 shall be required for construction of simple water control structures and earthen bunds in these swampy lands.

Appropriate drainage and supplementarl irrigation shall be provided to allow farming during the d11 season and to improve water control.

The IVS development shall be integrated with irrigation development infrastructure and the mixed cropping system that would include cultivation of vegetables on these IVS.
In addition to IVS development, the project rvill prioritize development of Boli Lands.

Currently, around 6.1 00 Ha of Boli lands are uncultivated in the selected chiefdoms.

The communities will be encouraged to develop and choose projects lor the development of these lands which shall then be distributed to poor farmers for rice cultivation.
Aqricultural Value-chain Development Infrastruclure One of the key objectives of the project is to improve'the livelihoods of the population in the selected chiefdoms.

The Iivelihood analysis of the population reveals that majorit) of the households have adopred multiple livelihood strategies.

The livelihood acriviries are also disrinct and clearl) .

segregaled based on' the.demographigs, with male genqrally engaged in crop and tree crop _ farming.
while female-engagbd in gardening.. fishing and petry trade.

Youth are generalil '1 engagEd in-'provli;ion ofsi'rvices and pen) trade.

Regardless.

almost 907o of-the population ' relies dn agriculture for its susienance.

A major uptift in theeconomic conditions and income ofthe population can be achieved by adding value to their produce.

The livelihood anal)isis of the chiefdoms has led to identification of certain ke1 livelihood activities which shall be supponed during the project implementation.
Broadly.

the activities being supported fall under three broad categories: agricultural production of various commodities, fisheries and livestock, and small scale petty trading and services.

ln this regard the project will mainly seek to establish certain specialized product value-chains in which the local communities possess a comparative advantage and have significant potential for development.

while this component will focus on providing the necessary infrastructure.
equipmenr and related training to develop the livelihoods, a comprehensive livelihood development suppon package is being introduced (see next sub-component).

lt shall involve building communitl.

capacity, developing community economic groups.

provision of microfinance line, and business support services to cover all aspecls of rural livelihoods.

The major livelihood activities being undertaken in rhe selected chiefdoms and lhose envisaged to be suppo(ed are mentioned belorv.
Page 25 of30 --^nD,- Chiefdom Major Livelihood Activilies Kholifa Mabang -Small-scale Petty Trading, vegetable production and fish mongering by women.

-Agricultural Production: Rice (816 MT: ).

Cassava ( I .400MT).

Sweet Potaro ( l60MT).

and Maize (llMT).

-90% engaged in farming follou,ed by fishing and Iivestock production for self-urilization (215 cattie.

2739 sheep.

l-915 goats.

and 2.183 ichickens) -Major livelihood activity is cash crop production, including cocoa,/ Coffee.

Oil Palm.
Oil Palm.

Rice, Cassava and Vegelables.

-Mining and timber logging for charcoal is a major activity undertaken by youth.

Youth is also engaged in commercial bike riding.

-Women are engaged in petty trading, vegetables and rice.

-Crop Production: Upland Rice, Oil Palm, Cassava,- Sweet Potato, Croundnuts, Vegetable Gardens.

Vegelable production al very low acerage.

- Cattle Rearing and Poultry - Fisheries Ponds in JVS/ Streams.
-Crop Production: Rice and Cassava (807o in farming): Grouirdnul (50%) -Artisanal Fishing Undertaken by Youth and women.

-Vegetable Producticin during dry season.

-Salt Piocessihg .- ' -Cro'p Production: R[ce.

Cassava- Vegetables -70yo engaged in farming and 30% in petty trading.

-Petty Trading and vegetable production undertaken by mainly women.

- Gold Exlraction and cattle selling/ milking by poor.
-Crop Production: Rice, Cassava, Palm Oil and groundnuts -Anisanal Fishing Undertaken by Youth and women.

-Vegetable Production during dry season.

Key Areas to be Supported Rice.

Cassava, Sweet Potato and vegetable value-chains.

Boli Land for Rice Cultivation Fish Farming Rice.

Oil Palm.

Cocoa, Coffee and Vegetable gardens.

Services for mining and transportation of commodities.

Trading Aclivities.

Rice.

Cassava.

Groundnuts.

Oil Palm, and Vegetable Gardens.

Boli Land for rice cultivation.


Livestock (Milk and butter production): Poultry meat Fisheries.

Rice, Cassav4 Groundnut and Vegetable Production.

Fisheries.

Salt Processing.

I Rice, Caslava, Vegetable .. Boli Land Development for Rice Cultivation.

Livestock Rice.

Cassava, and Vegetable Production.

Fisheries.

Palm Oil -Crop Production: Rice, Cassava- Sweet Potato, Yams, groundnuts, Palm Oil - Trading -Artisanal Fishing Undertaken by Youth and women.
-Vegetable Production during d season I Rice, Cassava, Palm Vegetable Production groundnuls.

Artisanal Fisheries.

oil, and I I I I Lower Bambara Dibia Ribbi I I I I Kunike Sanda Bagruwa I Bureh (BKM) Based on the above analysis.

specific attention and focus shall be put on development of promising cash crop and food crop value chains which can enhance communir-y- income and Page 26 of30 improve food security in the selected chiefdoms.
ln addition, considering that vegetable production and inland/ artisanal fisheries is a common activit)' being undertaken by women groups in all the growth poles, a minimum allocation r.r,ill be made for the provision of green houses and construction offish ponds.
The key value-chains that have been initially identified poles along u'ith potential benefits are provided in for development in the targeted -srowlh Annex - Social Infraslructure It has been u,ell understood through several CDD projects thal communities prioritize social infrastructure when given an opportunity to undertake self-selection.
Provision of social infrastructure is necessary to provide a comprehensive solution to the needs of the communities who use multitude of assets to address constraints and exploit opponunities to develop resilient livelihood strategies.
The objective or'this component is to provide complementary infrastructure that will enable the recipient ofthe various livelihood packages from the project to fully realize the potentials of their livelihood activities rihile providing them facilities to cater for their social needs.
The typologies ofsocial infrastructure that u,ill be provided u,ill be determined using demand driven approach as finalized by' local development councils in consultation with the Village Development Committees b) undertaking PRA exercise.

The tentative list of infrastructure identified includes: communit_v health centers wilh necessary equipment and ambulance, construction or rehabilitation of primary, junior and senior secondary schools to be provided with staff quarters, VIP latrine and library'.
In addition social facilities like town hall, family toilets and VIP toilets for communities shall also be provided in most of the groMh poles.

All the facilities will be connected to the MREP electricity facility or a solar panel to ensure maximization of use and benefits.

A total of around US$8 million shall be allocated for the development of social inliastructure.
In addition to the infrastructure being provided, this component will also provide training for teachers and undertake community health awareness activities.

Cost of these activities shall be financed by the Govemment of Sierra Leone.
The infrastructure, wlidie possible, u,ill be managed '(mder and organization 3nd managemeni contraci wirh the govemmenlt.by an..SAG or MEG which will prbvide maintenance to thb facilities drtd benefit fiom the rent generated..The'education and health infrastructure will be handed over to the relevant Ministries.

lt $,ill be ensured that in line rvith the local regulations.
no social infrastructure will be built until a handing over conrracl is agreed 1o and signed between NaCSA and the relevant line Ministry.

The line ministn rvill commit to providing the necessary stafffor operations of the facilities.

Community Micro-projects and Marginalized Communities Development icro proiects: Considering thal the projecr seeks to implement a growth pole Communilr model involving in most cases relatively medium size infrastruclure.
the small communig micro-projects as prioritized by the locals may be ignored.

ln order ro avoid this.

2.5yo of the funding allocation for each chiefdom shall be set aside for undenaking community micro- projects at the villages level.

The priority shall be given to periphery and section villages and the most deprived communities in these villages.

The micro-projects shall be determined from an open menu *,i1h onl1..a very limited prohibited list.
The infrastructure provided will be ofbasic public narure to serve and address the social deprivation in these villages.

The major difference berween this activity and other infrastructure is largely based on scope and scale of the rvorks_ This component will only finance local small scale public infrastructure in sarellite and periphery villages to address Page 27 of30 -*4 the local needs at the village levels.

The infrastructure cost per village is expected to vary, between US$5.000-USS20,000.
Marginalized Communities Develooment Scheme: One of the key lessons learnt from other CDD projects relates to the lack of targeting for remore and poorest villages.

Considering this, a specific tranche of block financing ivill be allocated to benefit the poorest communiries in each of the targeted chiefdoms.

Interventions will mainly focus on basic social infrastructure and fund for economic generation.

including linkages with other villages and Iocal markets.
Conditional grants will be provided to households in the form of inputs or capital for start-up businesses which will be conditional upon their adherence to complimentary social activities (school attendance, participation to workshops.

deworming etc.).

The vulnerable communities will ideally be combined into SAGs.

An allocation of 2.5o/o ofthe total block financing for the chiefdom shall be earmarked for this purpose.
I mple me nt at ion A fiu n geme nl s Finat izat io n o f I n frast r uct ure I nvesment s Particioatory Rural Appraisal (PRA): The final list of infrastructure to be built shall be determined through a consultative two-stage process.

In the first stage.

a PRA exercise u,ill be conducted in the selected chiefdoms.

NaCSA in coordination with the local councils and district representatives of line Ministries would undertake participatory rural appraisal (PRA) exercise.
The PRA exercise would be undertaken in consultation with the communities.

rvho shall chart out their development plans, select sub-projects or services from the 'open-menu' for implementation and agree on the implementation and O&M details.

The list ofeligible beneficiaries will also be prepared at this stage, which shall be verified through rapid proxy means testing (PMT) to.be conducted by Statistics Sierra Leone.
Il is expected that by the end of PRA exercise, the social infrastructure facilities and other -been interveirions .

are finalized.

key livelihood activilies and broad int€rventions have agreed,.and the broad'specifications for energy and water infrashtcture developed.

The PRA eiercise will initiate immediately'after the project approval and will be completed within sL\ months by thetime ofiignature oftheiegal agreemdnis.
The PRA exercise will becondtrcted ' by NaCSA between project approval and signature. '

Considering the specialized nature of irrigation and M-ERP infrastruclure as well as Io ensure that the value-chain interventions lead to the development of viable rural businesses.

Iwo specialist firms will be recruited.

(a) Livelihood and value-chain development consultant- and b) infrastructure design and supervision consultant.
The infrastructure design and supervision consultant will finalize the details and design for major infrastructure related to renewable energy and water resource development, while the livelihood and value-chain consultant will finalize the value-chain interventions needed for developmenl of the identified commodities.

These activities will be done in coordination with community facilitators and through a community consultation process led by VDCs.
Finalizing Value-Chain lnvestments: The determination of final specifications for the activities identified as a result ofPRA relating to value-chains will be finalized by an experr agri-business consultant who shall be procured before the signature ofthe project agreement.

The consultant shall undertake feasibilities for possible development ofthe identified value- chains as welt as detailed activities and set of support to be provided to implement the strategy.
The series of activities shall be determined through a communiry consultative process.

Infiastructure Detail Desi sn Development and Supen,is ion Consultant: To assist the NaCSA facilitators and field staff, a design and supervision consultant shall be hired to finalize the rlt rr1.t,t,t)r2t) t !

Page 28 of 30 nature and scope of infrhstructure facilities.

The design consultant shall be tesponsible for finalizing the detailed design and specifications for the M-REP, inigation infrastructure.
fish ponds, and other major infrastructure being developed under the project.

The consultant shall specifically be responsible for finalizing the size and technology ofthe energy system which shall be tailored to the local geographical conditions.

effective demand as determined b1'the "Chiefdom Develcipment Plans".

population densitl.

and proximitl'.

and the capaciS"ofthe communities and local govemment to manage the infrastructure.
It may be noted that depending on the location various technological packages will be explored including solar' panels and solar rnini grids.

biogas.

mini-h-'-dro or hybrid systems.

The consultant shall also provide training to the communities on the operations and management ofthe structures and assist in lhe development of the procurement plan and selection of supplier lbr turn-ke1 installation of the M-REP.
The second kel task of the consultant shall be to assisl in finalization ol'the irrigation infrastructure and selection of sites for livelihood activities.

specificalll fish pond development.

[n this regard.

the consultant shall- apart from undertaking communitl' consultations.

make use of the hydrological information.

cropping patterns, weather.

and land/ lvater resources information.


The design and consultant firm hired shall undertake the remote sensing and hydrological and topographic mapping exercise to identiI appropriate locations for various irrigation infrastructure in collaboration with MAFFS, Ministry of Water Resources and community development committee.

He shall specifically make use of the GIS resource mapping of the areas prepared in collaboration with the Meteorological Department.
'I'he GIS mapping will facilitate the community development plans and appropriate identification ofsites for location ofthe major infrastructure.

The data collection rrvill be conducted from primary sources (baseline survey, field survey, GPS etc.)

and secondary sources (satellite data from earth observatory, survey maps.

census data and published maps).

The data will be processed through a customized GIS tool.
The process will facilitate the understanding ofspatial aspects ofsocial and economic development by relating socio-economic variables to natural resources and the physical conditions, providing a tool for targeting interventions and monitoring impacts on various scales.over the prqject areas.

The CIS mapping will be underaken by an expert specialized flrm to ereate iealtime GIS maps linl':ed.with Earth Observatiirnjlatia.l technglog!..
Line Miriistries and Locil Councils: The final list ol infrasrircture will bi appr+ved b) a Steering Committee comprising of local council representatives.

district representatives.

NaCSA representalives and line ministry representatives.

The Steering Committee will ensure that the proposed interventions are in line with the district development plans and priorities.

The line ministeries will also approve the proposed designs.
which should be in line u,ith the standard designs developed and approved by the line ministries.

particularl).for social infrastructure.

Allocated Budget and Resource Allocation: The allocation per growth pole cluster is determined based on two key factors: (i) Ensuring that each chiefdom receives a minimum amount to implement the blue-print of the growth pole model, and (ii) per capim allocation based on the population in each growth pole.
The tentative allocation per gro\ryth pole cluster is presented belo*': Each growth pole shall receive a minimum of US$3.5 million and a maximum of US$S million for undertaking community selected infrastructure activities.

This amount shall be combined rvilh the communit_v contribution to undertake the prioritl.

sub-projects identified.


)t+*******+,t Page 29 ol304 Annex-III FORM OF LEGAL OPINION ITO BE PRINTED AND PROVIDED ON THE LETTERHEAD] Islamic Development Bank 8l I I King Khalid St. Al Nuzlah AI Yamania Dist Unit No- I Jeddah-22332-2444 Kingdom of Saudi Arabia Dear Sirs, In my capacity' as the chief legal and/or judicial authority of the Republic of Sierra Leone.
under the porvers vested in me under the laws ofthe Republic of Sierra Leone, I hereby certifl' that this document constitutes the Legal Opinion issued in relation to Istisna'a and Agencl (_l__ _C) entered into between the Republic of Agreements dated _l__J _H Sierra Leone and the Islamic Development Bank (the "Agreements") for the construction of the works as described in Annex-ll to the Agreements (the "Asset") for use in Gietrenk: Sierra Leone Community Driven Development Projecf (Phase-ll) (the "Project") in an amount USD3 1.680.000.00 (US Dollars Thirty-one Million and Six Hundred and Eighty Thousand) approximatell equivalenr to ID2l, 120.000.00 (lslamic Dinar Twenty-one Million and One Hundred and Twenty Thousand).
.

For the purpose of this Legal Opinion, I have examined, .

the A€reemenls: (a) (b) .

the aqthorization to enter into and sign the Agreements; {c) all larvs- rules- resu Leone; and' lations.

orilers, decr'eei.and the like of the Republic Sierra such other documerits and irisiruments'ds I deemed'necessary.

.

(d) Accordingly.
.

(d) Accordingly.

I am of the opinion that the said Agreements signed for and on behalf of the Republic of Sierra Leone by Name and Title/Position of the signatory on _/_i_H ( /_/_G): (a) has been duly authorized.

executed, delivered and ratified in accordance with applicable governmental, corporate and/or legislative procedures; (b) does not violate any provision of the Constitution, any law, rule, regulation.
order or decree ofthe Republic of Siena Leone; (c) constitute legal valid and binding obligations ofthe Republic of Sierra Leone enforceable against the Insert Data in accordance with its terms and conditions stipulated in the said Agreements.

DONE at lnserl data on __J __1_H (conesponding to __1J_G).

Yours truly.

Signaturel Namel Designation Page 30 of30 Ref.

Project No: SL-0084 AGENCY AGREEMENT (ISTISNA'.

{) BETWEEN REPUBLIC OF SIERRA LEONE AND ISLAM.IC.

DEVELOPMENI' BA-NK.

.'


REGARDING GIETRENK: SIERRA LEONE COMMUNITY DRIVEN DEVELOPMENT PROJECT (PHASE-II) l"t,!:.

'qdtAq d4gltr:alfe*o kF€l<LFtrnh.l&@rbhturt)2 Pnrdr s.vo lrd.

sl-Br-d5 tIsI l.NIsFD) Dtt /lA,tg..L, AFt.t.it 5:23!Ut5 12:ot PM, dD.MK Contents ,Article- l Article-2 Article-3 Article-4 Article-5 Article-6 AGENCY PROJECT COVENANTS DISBTJRSEMENT-..........

DELIVERY.
DELIVERY.

ACCEPTANCE ....... Article-7 INDEMNITY......... ...........J ...........4 ..............5 ................7 7 .....8 Ariicle-8 Article-9 nrticie-io Anicle,l l' ' Article- I 2 Article- 13 EFFECTIVENESS SUSPENSION.

CANCELUATION.TTRMINATIGN.]...,..:...:..

J.......:... :.

suRvtvAL ............ OF PROVISIONS OF THE ISTISNA'A INCORPORATION AGREFMENT.. :- Execution Page: .....,;.......... .............: Annex: PROCLTREMENT OF GOODS AND SERVICES ......... : '::.

t0 1l l1 12 l3 .
t0 1l l1 12 l3 .

!t'lSTA&..Suv 03 20 I I Page 2 of 13 AGENC\- AGREENIE\T THIS AGREEMENT is enlered inlo on 2L t nqzan (corresponding to J-t-L_,'zotscl B etrveen The REPUBLIC OF SIERRA LEONE in its capacitl'as agent (hereinafter referred to as the "Recipient") And The ISLAMIC DEVELOPMENT BANK in its capacitl as principal (hereinafter referred to as the ''Bank").

The Recipient and the Bank are collectivell referred to as "Parties" and individuallr as "Parq,".

WHEREAS.

The Parties have.


as of the date above.

concluded an agreement (hereinafter referred to as the "Istisna'a Agreement") for financing the construction ofthe Asset described in Annex-ll for use in the Project described in Annex-l ofthe Istisna'a Agreement.

B The Bank wishes to appoint the Recipient as its agent for implementing the Pro.iect and the construction ofthe Asset.
C. Under this Agreement, the relationship between the Bank and the Recipient is that of principal and agent in accordance with the principles of Shari'ah as interpreted by the Islamic Fiqh Academy and enunciated in the Shari'ah Standards published.

by tlre Accounting and Auditing Organization for Islamic Financial Institurions (AAOIFI).
- , :No${therefore.thePanies'heieby4greeasfollows:...' :, ATticIe-I DEFIMTIONS,INTT,RPRETATIoN Unless the context otherwise requires, capitalized terms used in this Agreement shall have the meaning given to them in Article I of the Istisna'a Agreement.
Article-2 AGENCY 2.1 The Bank hereby appoints the Recipient to: implemenr the Project; (a) (b) negotiate and agree with the Contractor the Contract Price and all specifications ofthe Asset; (c) (d) conclude and supervise the Contract and the Consultancy Contract; and take delivery ofthe Asset in accordance with the rerms ofthe Contract.

e!6 lSTAgy-!

;r,, r);201 .t Page 3 of 13 -4 22.


2.3 The Recipient hereby agrees to the appointment and undertakes to perform the agency in conformiq' with the terms of this Agreement free of any remuneration or other pavment b1' the Bank.

Without prejudice to Anicles 2.1 and 2.2. the Recipient appoints the Executing Agency to be responsible for the implementation of the Project for and on behalf of the Recipient.

Hou,ever.
Hou,ever.

the Recipient undertakes and acknowledges that it shall be responsible for an;- action or omission of the Executing Agency' in relation to the Recipient's obligations under the Agreement.

Article-3 PROCTIREMENT 3.1 3.2 The Recipient shall ar.r,ard all contracts financed under this Agreement in consultation with the Bank and in accordance with the procurement procedures ofthe Bank.

Subject to the Bank's approval.

the Recipient shall procure the Asset as in Annex to this Agreement.
Without prejudice to the generality ofthe foregoing, the Recipient shall observe the Boycott Regulations ofthe Organization ofthe Islamic Cooperation.

The Recipient shall.


on behalfofthe Bank, negotiate and conclude a Contract subject to the following: (a) The terms and condirions ofthe Contract shall, prior to the launch ofthe bidding process, be agreed upon between the Bank and the Recipient; (b) The Contract Price shall not exceed the amounts allocated under the financing plan oft-he Project as approved.
or otherwise suspended and cancelled by Bank; (c) The period for compJetion ofthE construction df{he Asset rinder the Contract shal,l lot_exceed-Figures {in.words) years from the date of Flrst Disbutsement; ' , (d) The specifications of the Assel under thi Coniriir shall be as described in Annexll of lstisna'a Agreement and detailed in the Contract: (e) The Contract shall stipulate that the Contractor shall procure a Contractor's all risk insurance as customary in the trade.
and the proceeds ofthe insurance shall be payable to the Bank in Select Cunency or any other acceptable currency; (0 The Recipient shall, on behalfofthe Bank.

take deliverl'ofthe Asset from the Contractor; and.

(g) The Recipient shall associate the Bank in the negotiations with the selected Contractor and the approval of the Bank to the terms and conditions of the negotialed Contract shall be obtained before the conclusion ofthe Contract.

3.3 The Recipient shall, for and on behalf of the Bank.
negotiate and conclude the Consultancy Contract subject to the following: (a) The Consultant shall be responsible to verifr all Disbursement requests submitted to the Bank, coordinate all activities, provide regular progress reports, and ensure that all the Bank's policies and procedures are strictly followed throughout the construction ofthe Asset.

etA $fA&,51-''- tB2t) I !


Page 4 of 13 (b) The terms and conditions ofthe Consultancy Contract shall, prior to launching the bidding process, be agreed upon between the Recipient and the Bank.

(c) The Recipient shall associate the Bank in the negotiations with the selected Consultant; the outcome of which shall be subject to the final approval of the Bank and the Recipient.
3.4 The Recipient 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 conlracts.

including provisions speciling the right ofthe Bank to audit and examine the records and accounts ofthe Executing Agency.

the Contractor.

the Consultaht.

and other service and rvork providers for the Project.

Article-4 PROJECTCOVENANTS 4.1 The Recipient undertakes that in its managemenl of the Contract.
it vvill exercise the highest standard of diligence and care in monitoring the punctual and correct performance by the Contractor and the Consultant of their obligations witb a view lo ensuring that the Asset will be constructed in accordance with the specifications.

within the specified timeframe, and within the limits of the Contract Price.

4.2 Without prejudice to the generality of Article 4.1, the Recipient shall be obliged to: q.)

4.4 (a) advise the Bank.


as soon as reasonably practicable, ofany delay or anticipated delay in the construction ofthe Asset with full details thereof; (b) deal with all regulatory and administrative matters felating to the construction ofthe Asset in accordance with the relevant applicable laws oflnsert Data.

(c) issue the Acceptance Certificate if satisfied that the construction of the Asset has been completed in conformity with the Contract and the specifications.
If in bieich gf Article 4.2. the Recipient gives inistructi-ons to the Contractor as a result of-vihictrtherd ir an increase in fhe Contraqt Price, or the Bpnk becoines liable to any Parry for any claim', loss, dainage or exp€nse.

then.the Recipient agrees to bear the increase in the Contract Price or, as the case may be, to indemniS the Bank for any such claim, loss.

damage or expense.
damage or expense.

result in an increase in the Contract Price or the Consultant's fees; or The Recipient shall not, without the prior written consent of the Bank- make any amendments.

alterations or modifications to the Contract or the Consultancy Contract which may, (a) (b) (c) result in a change ofthe specifications; or (d) not be in accordance with usual good practice.
result in an extension ofthe completion date; or 4.5 The Recipient shall provide such number of its personnel as would be necessaD,to carry out its duties under this Agreement and under the Contract.
4.6 The Recipient further undertakes to: ..t& EIAg4\;ot 0J201I Page 5 of 13 (a) (b) (c) (d) (e) (0 ensure that all amounts withdrawn from the Financing Amount will be used solely for the purposes of the Project and that the proceeds of the Financing Amount will not be used to finance any expenditure with respect to which the Bank determines that any Sanctionable Practices were engaged in by representatives of the Recipient or other recipient of the proceeds of the Financing Amount, without the Recipient having taken timely and appropriate action satisfactory to the Bank to address such practices rvhen they occur.
implement the Project and to conduct its operations and affairs with due diligence and efficiency and in accordance with sound administrative, financial.

engineering and economic practices, under the supervision of qualified and experienced management and personnel and in accordance rvith the budgets.
plans and specifications concerning the Project approved by the Bank; ensure that, all contractors and consultants carrying out works and/or services under the Project carry out their activities under the Project with due diligence and efficiency and in accordance with sound, technical, economic, financial.
managerial, environmental and social standards and practices, including with the provision_s of any applicable anti-corruption guidelines: submit to the Bank for its approval, in such detail as the Bank may reasonably request, any envisaged important modifications to the budget, plans and specifications of the Project as well as any substantial changes in any contract relating to the execution of the Project.
afford, during the implementation of the Project and uniil frll payment ofthe Sale Price, all reasonable opportunity for accredited representatives ofthe Bank to make visits and inspeit the.Project and any relevant records and documents in relation thereto;.
ahd Shall fumish to the Bank all such ihform?tidn.as the Bank shall.re_asonably request'cohcemihg the Project, take all action which shall be necessary on its part to enable the execution ofthe Project and refrain from taking, or permitting to be taken, any action which would prevent or interfere with the implementation or operation ofthe Project or the performance ofany obligations under this Agrc€ment.

4.7 The Recipient shall submit.
or cause to be submitted, the following reports to the Bank: (a) a report on the progress and implementation ofthe Contract in such manner as the Bank may from time to time specifu; (b) promptly after the issuance ofthe Acceptance Certificate but not later than six (6) months after issuance ofsuch certificate, submit a completion report ofsuch scope and in such detail as the Bank may reasonably request, on the construction ofthe Asset and the initial operation ofthe Projectl (c) an annual audit report by the financial auditor ofthe Project.
This report shall be provided throughout the Gestation Period and also the payment p€riod ofthe Sale Price under the Istisna'a Agreement; and (d) any other report or information which the Bank may from time to time reasonably request- .1&'lSIAg'}Sa' Oi20l I Page 6 of 13 Article-S DISBURSEMENT 5.1 The Bank shall disburse the Financing Amount in the manner iet out in the Contract and the Consultancy Contract and in conformity with the disbursement procedures of the Bank.
5.2 The Recipient shall submit an application for the Disbursement within 180 days liom the Effective Date, unless the Bank decides to extend this period.

5.3 Disbursement shall take place from the Effective Date and no later than 5 (five) years from the date of First Disbursement (the Closing Date), or such later date as shall be agreed between the Recipienl and the Bank.

The tentative Closing Date is t8t04t202tc.


5.4 Without prejudice to the ge,neralitl,of Article 5.1. and the provisions of Article 3. the Recipient shall, when submining the application for the Disbursement in favour ofthe Contractor or the Consultant, provide a copy ofthe Contract or Consultancy Contract (as the case may be) together with a copy ofany applicable insurance policy and other supporting documents relevant 10 the Disbursement request.
5.5 The Consultant shall verif, all Disbursement requests to be submitted to the Bank.

5.6 The Bank shall not be obliged to effect any Disbursement hereunder if the Disbursement application is not in conformity with thia Agreement and in accordance with the financing plan for the Project as approved by the Bank or if the documents submitted by the Recipient are incomplete or otherwise defective.
The Recipient shall be responsible for any delay in effecting Disbursement if such delay is due to the application being not in conformity with this Agreement or due to insufficiency of or discrepancy in the required documents.

-commercial 5.7 A Special Account in United States Dollars will be opened with the central bank of the Recipient or in a local bank acceptable to the Bank fbr easy and timely disbursement of the Project.
With the.eiception that the mriximuin disbursement limit is incridsed 10 USD3,000,000.00 iUniied .

Sates Dollars Thi€e Millibn), the reflenishment ofthe Speiial Accodnt and other matters shall be in a6cordance with the Guidelines for Opening a Special Accounl.

.
.

Article-6 DELIVERY,ACCEPTANCE 6.1 The Recipient undertakes to examine tle Asset before it takes delivery thereofto ensure their conformity to the specifications set out in the Contract and to ascertain that the Asset are in a good condition and free of such defecb as could be revealed by a proper examination thereof.

6.2 ihe Recipient undertakes that as soon as it has examined the Asset ir will immediately inform the Bank by telex or letter or telefax as to the result of such examination.
In particular, the Recipient shall indicate to the Bank whether it has found the Asser conforming in all respects to the Contract and has taken delivery thereof, or whether it has foud the same not in conformity with the Contract.

If the Bank does not receive such notification within 30 days fiom the date ofdelivery ofthe Asse!

the Bank shall consider that the Recipient has taken the responsibility of ensuring thal the Asset conform in all respects to the Contract.
et& ISTAg-Sor 03 201 ., Page 7 of 13-+ 6.3 6.4 6.5 Ifthe examination ofthe Asset reveals that the Asset does not conform to the Contract in any respect the Recipient shall immediately communicate with the Bank to consult on whether to reject and retum the Asset to the Contractor or to accept the Asset and sue the Contractor for damages.
The Recipient shall take, or cause to be taken, delivery ofthe Asset and the Recipient will be deemed to have irrevocably accepted the Asset for all purposes thereofupon issuance of the Acceptance Certifi cate.

The Recipient shall indemnif, the Bank for any costs, expenses or loss resulting from its failure, for any reason whatsoever, to take delivery of the Asset after issuance of the - Acceptance Certificate.
Article-7 INDEMNITY 7.1 The Recipient hereby undertakes to indemnif the Bank, on a net after-tax basis (at the applicable local and foreign tax rates) against, and agrees to protect, save and keep harmless, the Bank from any, and all obligations, fees, liabilities, losses, damages, penalties, demands, actions, judgments and expenses, including reasonable legal fees and expenses (including such legal fees and expenses incuned in connection with the enforcement of this A$eement), of every kind and nature whatsoever imposed on, incurred by, or asserted against the Bank arising out of: (a) ownership, possession, use, documentation, removal, return, or other applications or dispositions under the Contract or the Consultancy Contract, including such as may arise from: .
.

.

(l) (ii) any loss or damage to any property or death or injury to any person; patent or latent defects in the Asset; .

any.
cldims based on strict liability in tort or oth-erwise; (rr1, (iv) any claim based on patent, trademark or copyright infringement; (v) any claims based on liability arising under the applicable environmental laws or environmental approvals; (vi) any claims, encumbrances, secudty interests, liens, legal processes regarding title to the Asset or the land on which it is constructed; (vii) any claim or dispute relating to the Contract or any letter of credit established pursuant thereto or relating to the Consultancy Contract.
the occurrence ofany default or any other failure on the part of the Recipient or the Contractor to perform or comply with any term ofthis Agreement, or any document, agreement or contract entered into in relation hereto or otherwise in relation to the Asset but excluding any claim based upon any failure on the part of the Bank to comply with its obligations under this Agrcement or any document, agreement or contract entered into by the Bank in relation hereto or otherwise in relation to the Asset.
(b) 7.2 The Recipient shall give the Bank prompt notice ofany occurrence or condition known to the Recipient as a consequenc€ of which the Bank is or is reasonably likely to be .tE'|STAEFLw0320la Page 8 of 13 entitled to indemnification.

The indemnification provided in Article 7.1 shall specifically apply to and include claims or actions brought by or on behalfofemployees of the Recipient and the Recipient hereby expressly waive, as against the Bank.
any immunity to which the Recipient might otherwise be entitled under any applicable laws.

The Recipient shall promptly upon request by the Bank (but in any event within fifteen days of such request) reimburse the Bank for amounts expended by it in connection with any of the foregoing or pay such amounts directly.
The Recipient shall be subrogated to the Bank's rights in any matter with respect to which the Recipient has actually reimbursed the Bank for amounts expended by it or has actualll, paid such amounts directly pursuant to Article 7.1.

In case any action or proceeding is brought against the Bank in connection with any indemnified claim, the Bank will, after receipt of notice of the commencement of such action or proceeding.

notifo the Recipient thereof, enclosing a copy of all papers served upon the Bank.
The Recipient mar,.

and upon the Bank's request, resist and defend such action or proceeding at the Recipient's expense, or cause the same to be resisted or defended by counsel selected by the Recipient or any other authorized person.

In the event ofany failure by the Recipient to do so.

the Recipient shall pay all costs and expenses (including reasonable aftorney's fees and expenses) incurred by the Bank in connection with such aclion or proceeding.
Article-8 REPRESENTATION The Recipient represents that: 8.1 all govemmental authorizations and actions of any kind necessary to authorize or required for the validity or enforceability of the obligations contemplated under this .Agreement have been obtained or performed and are valid and subsisting in full force and effect: and 8.2 under the applicable laws at the date of this Agreement, the claims of the Bank against the Recipient under this Agreement will rank at least pari passu with the claims of all ' , other unsecured creditors for any iridebtedness ofthe Recipient.
ArJicle-9.

-EWNTS OF DEFAULT 9.1 Ifone ofthe events specifiid in this'Article shall have happened and be contiriuing.
then the Bank, by notice to the Recipient, may exercise its rights under this Agreement, including those provided under Article I I .l (b) and I I .4(e) without any further notice: (a) default shall have occurred in the performance ofany obligation ofrhe Recipienr under this Agreement and any such default shall have continued for a period of 30 (Thirty) days from the date of the notification of such default to the Recipient.
(b) any representation or warranty confirmed or made by the Recipient in connection with the execution and delivery of this Agreement shall be found to have been incorrect in any material respect and shall continue to be incorrect for a period of30 (Thirty) days after notice thereofshall have been given to the Recipient by the Bank; (c) any obligation or purported obligation ofthe Recipient under or arising our of this Agreement being or becoming wholly or in part invalid or unenforceable whether or not always known to the Bank.
d&$f.4*&t 01201 I Page 9 of 13 l.\,.

-4r- 9.2 9.3 Ifany Event of Default or any event which, with lapse of time or notice and lapse oftime, would become an Event of Default shall have happened, the Recipient shall immediately give the Bank notice thereofby telex or facsimile.

specifring the nature ofsuch Event of Default or such event and any steps the Recipient is taking to remedy the same.
No course ofdealing and no delay in exercising, or omission to exercise, any right, power or remedy accruing to the Bank upon any default under this Agreement or any other agreement shall impair any such right, power or remedy or be construed to be a waiver thereofor an acquiescence therein; nor shall the action ofthe Bank in respect ofany such default.

or any acquiescence by it therein, affect or impair any right.

power or remedy of the Bank in respect ofany other default.
Article-10 EFFECTIVENESS This Agreement shall become effective from the Effective Date ofthe lstisna'a Agreement.
Article-ll SUSPENSION,CANCELLATION,TERMINATION ll.l Suspension: The Bank may decide to suspend the Agreement, the agency and the obligations of the Bank in the following cases: (a) an extraordinary situation shall have arisen which, shall make it, in the opinion of the Bank, improbable that the Recipient would be abte to fulfil its obligations under this Agreement, or shall prevent the attainment ofthe purposes for which .

this Agreement is entered into; (b) an Event of Default has occurred.
I 1.2 Any su5pension ofthis Agresme,lt, the agexcy and the obligations of.thq Ba4k heieunder ghall cbntinue until,the evenl- or events which gave rise to such suspension shall have ceased to exist and uritil the Bank shall.have notifipd the Recipie4t ihat the agency has been iestorEd; proVided, howeveq that the Recipient shall cohtinue to perform its obligations in accordance with any conditions specified in such notice, and no such notice shall affect or impair any right, power or remedy of the Bank in respect of any other provision of this Agreement.
I 1.3 Cancellation: the appointment ofthe Recipient as agent shall be cancelled with respect to the components of the Project, which the Parties have determined, by agreement that they do not require to be financed by the Bank anymore.
11.4 Termination: the Agreement, the agency and obligations ofthe Bank hereunder shall be liable for termination in any of the following cases: (a) if within 6 (Six) months from the date of the Agreement, the Agreement has not become effective; (b) (c) ifwithin 6 (Six) months from the Effective Date ofthe Agreement, the Recipient has not applied for the First Disbursement.
when requested by the Recipient, but in any case before the conclusion of the Contract; .,E'lSTAg/Soe 012014 Page 10 of 13 (d) unless the Bank shall otherwise agree, upon termination ofthe Contract for up to 60 (Sixty) days due to the Contractor's failure to fulfil any of its obligations under the Contract and the Recipient's failure to take.

within such period and to the satisfaction ofthe Bank.
appropriate action to remedy the situation; (e) when a suspension continues for more than 180 da1,5; (0 when all obligations of the Panies under this Agreement have been fully discharged.

I I .5 Neither cancellation in accordance with Article I 1.3 nor termination in accordance with Article I 1.4 shall affect any commitment made.

obligations incurred or rights accrued prior to thc date ofsuch cancellation or termination.
Article-12 SUR\/ML Articles 4.6(0, 4.7(c) & (d) and 7 shall survive the termination of the present Agreement following deliverl'ofthe Asset and issuance ofthe Acceptance Certificate.

Article-I3 INCORPORATION OF PROVISIONS OF THE ISTISNA'A AGREEMENT The provisions of Anicle l0 (Waiver), Article 1l (Governing Law, Settlement of Dispules), Article l2 (Coordination.
Notices), Article 13 (Miscellaneous), Annex-l (Description of the Project), and Annex-ll (Description ofthe Asset) ofthe lstisna'a Agreement are incorporated by reference to the present Agreement.

[END OF ARTICLES] ata $rAgtsov 0)20 t r Page ll of13 Execution Page: IN WITNESS WI{EREOF, the Parties.

through their dul1.'

authorized representatives.

have signed this Agreement on the date first above written.
FOR AND ON BEHALF OF REPUBLIC OF SIERRA LEONE --_-\ ) FODAY B. L. MANSA lha.ii) Minister of State, Ministry of Finance and Economic Development TOR..ANDONBEHALFOF- ISLAMIC DEVELOPMENT BANK.

.

DR. AHMAD MOHAMED ALI President .$.


!Sr,4A'.Sot ot20lt Page 12 of 13 Annex: PROCUREMENT OF GOODS AND SERVICES Project Componetrts Infrastructure and Physical Assets in RGPs Goods and Work exceeding US$10.000 Procurement Methods** Remarks Shopping Crrids Electricity Community goods less than US$10-000 : ICB National shoppingi Direct Contract that amount.

Intemational shopping ma1, be used if i lems not available locallr'.

Speci alized grid structures Direct contract for items belou us$5.000.
Oesign and Supervision Consultanc) lnfrastructure Construction less than us$10,000 Institutional Capacity : Facilitation for Building and Development Planning Organizations and Community onal Shonlist unlt)' Contracts If community expertise are not r , available national shopping will ; b€ conducted.

Works belorv US$5,000 u'ill be directly I contracted.

Existing NaCSA staff IDBs no objection will be , and open required on the CVs of the : competilion.

appointed staff.
appointed staff.

'NcB=Ndtional Competitive Bidding, QCBE=Quality and Cost Bosed Selection.

ICB- Mc=lnternatiohal , Co,npetilive Bidding tiniled to Ban*'s Member Countries " For all packages reriew of the procurement methods will be cdftied o by the Bank as per its procuremenl guidelines .18 ls-rAgt:h) trJ 2t) I 1 Page 13 of 13 -4 Project No.

: SL-Uut LOAN AGREEMENT BETWEEN REPUBLIC OF SIERRA LEONE AND .
ISLAMICDEVELOPMENT'BANK (IN TTS.CAPACITY AS THE ADMINISTRATOR OF THE - .ISLAMIC SOLIDARITY FUND FOR DEVELOPMENl') R.EGARDING GIETRENK: SIERRA LEONE COMMUNITY DRIVEN DEVELOPMEN i PROJECT (PHASE-II) PmNb s@ Le.

s!-ttti ltsT- LNISTD) It6 LNISCD l?t 48, I I Contents Article-l Article-2 Article-3 Article-4 Article-5 Article-6 Article-7 Article-8 Article-9 Article-I0 ' Article- l I .. :.

Artip,le-l2 ' Execulion Pag.e ^ AnnexJ ArmexJI Annex-lII AnnexlV GENERAL CONDITIONS.
DEFINITIONS AND INTERPRETAT]ONS.........,.3 THE LOAN PAYMENT OF PRINCIPAL AMOLTNT AND SERVICE FEE DECLARATION OF EFFECTIVENESS......................... SETTLEMENT OF DISPUTES 6 6 8 t2 MISCELLANEO-US...,...":....-................:r.........:.....:...........-i...i...,.:..-.........:.....14..

DESCzuPTION OF THE PROJECT.


SCHEDULES 15' I6 t7 FORM OF LEGAL OPINION OF THE BORROWER'S CHIEF LEGAL AND/OR JIJDTCTAL AUTHORIry... PROCT'REMENT OF GOODS AND SERVICES ..................._..._...........20 2t Page 2 of 2l LOAN AGREEMENT This Loan Agreement (the Agreement) is made onL I tL naleH corresponding to 3--tJ-i0rc.
Betwden The Republic of Sierra Leone (hereinafter referred to as the "Borrower") And The Islamic Development Bank (IDB) in its capacity as the administrator of the lslamic Solidarity Fund for Development (ISFD) (hereinafter referred to as the ''Bank").

The Borrower and the Bank are hereinafter referred to individually as "Party" and collectivell as "Parties".

Whereas, A.

B.
B.

C The Borrower has requested the Bank to assist in financing Gietrenk: Sierra Leone Community Driven Development Project (Phase-ll) as described in Annexl; ISFD is a special fund within IDB for the purpose of financing different productive and service projects and programs that help in reducing poverty in member countries ofthe Organization of lslamic Cooperation (OIC); and The tsoard of Directors of ISFD has on 25l12l1435H (l9ll0/2014G) approved to make 'available a loan, as specified in Article-2.
to the Borrower upon the terms and conditions hereinafter set forth.

Now, therefore, the Parties agree as follows: Article-l -, GENERAL CONIDITIONS, DEFINITIONS AND INTERPRETA-TIONS l.l The Parties accept all the provisions ofthe General Conditions with the same force and effect as ifthey were fully set forth herein.

t.2 Unless the context otherwise requires, the terms defined in the General Conditions and in this Agreement shall have the meaning ascribed to them wherever used in this Agreement.
In addition, the following terms shall have the meaning ascribed to them: ConsultaDt: 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.

Disbursement Procedures: The effective "Disbursement Procedure" ofthe Bank as Disbursement: well as any amendment thereto.

any withdrawal from the Loan to cover the cost ofthe components financed in accordance with this Agreement.
.LNlSFDot20ll Page 3 of 2l Executing Agencl : First Disbursement: General Conditions: ISFD Operational Policies and Guidelines: Loan/Loan Amount: Principal Amount: the entity identified in Section 6.1 of the Agreement and responsible for the implementation of the Project for and on behalfofthe Borrower.

the first Disbursement following the Effectiveness in accordance with this Agreement and the Disbursement Procedures.
the "General Conditions Applicable to Loan and Cuarantee Agreements" dated 0811 I I 1976 approved b1, the Board of Executive Directors of the Bank (BED Resolution No.47 IBED/961 I 0(27)).

the operational "Policies Guidelines for the Islamic Solidarity Fund for Development" as approved by its Board of Directors (No.ISFDi 1429H /BODl02l(6)) in 2008G.

In the event of any gap in the coverage of operational policies and guidelines, the pertinent policies and guidelines of IDB shall apply.
the amount, the Bank has agreed to lend to the Borrower as specified in Article-2.

the total Disbursements in accordance with this Agreemenl.

Procurement Guidelines: the Bank's "Guidelines for Procurement ofGoods and Services".

Project: the project described in Recital-A above.

Sanctionable Practices: any of Comrpt practice, Coercive practice; Collusivi: pr.actice, FraudUldnt p.ractice or.
Obstructive practice:' (r) Corrupt Praciice: means the offeriirg giving; receiving, or soliciting, directly or indirectly.

anything of value to influence improperly the actions of another pargr; (iD Coercive Practice: means any ac1 or omission impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions ofa party.
(iii) Collusive Practice: means an arrangement between two or more parties designed to achieve an improper purpose, including influencing improperly the actions ofanother party.

(iv) Fraudulent practice: means any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.

.UEISFD.O52t,l !
.UEISFD.O52t,l !

Page 4 of 2l (v) Obstructive Practice: means, (a) deliberatelydestroying, falsifoing.altering or concealing of evidence material to the investigation or making of false statements to investigators.

in order to materially impede the Bank investigation into allegations of a Com.rpt.

Fraudulent.

Coercive or Collusive practice.


and/or threalening, harassing or intimidating an)' party to prevent it from disclosing its knowledge of matters relevanl to the investigation or from pursuing the investigation, or (b) acts intended to materiall) impede the exercise of the Bank's access to contractually required information in connection with the Bank's investigation into allegations of a Corrupt.

Fraudulent, Coercive or Collusive practice.


Service Fee: the fee to cover the administrative expenses ofthe Bank in administering the Loan in accordance with Sections 3.02 of the General Conditions and 3.2 of this Agreement.

USD/US$AJS Dollars: the lawful currency of the United States of America.

I.3 lnterpretations: (i) ( ii) (iii) (iv) (u) (vi) (vii) an "annex", "schedule'l, shall, subject to any contrary indication.
be construed as a. rqfere4ce to an annex, schedule ofthe agreement or document in.which "including" shall be consrrued as a reference.

to "incluiing wiinout I;mitatioilr'; this Agreement or any other agreement or document 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 contrary indication appears, be construed as one in or to this Agreement; the headings in this Agreement are for convenience only and are not intended, and shall not be construed, to alter, limit, or enlarge in any way the scope or meaning ofthe language contained in this Agreement; the singular includes the plural and vice versa; and a "day" and "yeaf' shall be to a day, month and year, respectively of the Gregorian calendar.
Page 5 of2l -z"> Article-2 THE LOAN 2.1 2.2 The Bank shall make available to the Borrower a loan in an amount not exceeding USD15,000,000.00 (United States Dollars Fifteen Million) approximately equivalent to ID10.00 million (Islamic Dinar Ten Million).
The obligation of the Bank to make the Loan available under this Agreement is conditional upon: (i) (ii) the effectiveness of this Agreement being achieved within 180 (One Hundred and Eighty) days from the date of this Agreement unless the Bank decides to extend th is period: and the submission of a request to make the First Disbursement within 180 (One Hundred and Eighty) days from the Date of Effectiveness or such later date as shall be agreed between the Borrower and the Bank.
2.3 Except as the Bank shall otherwise agree.

Goods and services to be financed from the proceeds ofthe Loan shall be procured in accordance with the Procurement Guidelines.

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

The Disbursement shall take place from the Date of Effectiveness and by no later than 18/0412021G (the Closing Date).
Any Disbursement request by the Borrower shall be in a0cordance with Schedule-C ofAnnex-II and other provisions ofthis Agrgement, the General Conditions and the Disbursement Procedure.

2.5 All the amounts withdrawn by the Borrower from the Loan shall be used soley for the '1:2.6' 2.7 Subjdet to.Section 2.7, all payments for Goods and services piovi.deil .for undei this Agreement shall be made by direct paymeht in accbrdance with the Disbursement Procedures.
A Special Account in United States Dollars will be opened with the central bank ofthe Borrower or in a local commercial bank acceptable to the Bank for easy and timely disbursement of the Project.
With the exception that the maximum disbursement limit is increased to USD1,000,000.00 (United States Dollars One Million), the replenishment ofthe Special Account and other matters shall be in accordance with the Guidelines for Opening a Special Account.. Article-3 PAYMENT OF PRINCIPAL AMOIINT AND SERWCE FEE 3.1 The Bonfur shall repay the Principal Amount in Thirry (30) years including a Ten (10) years grace period commencing from the date ofthis Agreement in US Dollars and in Forty (40) consecutive semi annual installments as set forth in Schedule-A ofAnnex- II.
eLN-ISFD 05201t Page 6 of 21 3.2 J.)

3.4 3.5 The Borrower shall pay to the Bank a Service Fee ofan amounl estimated initially at USD562.500.00 (US Dollars Five Hundred and Sixty-two Thousand and Five Hundredin the manner set forth in Schedule-B ofAnnex-ll.

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

The actual amount ofthe Service Fee shall be calculated after the implementation of the Project, provided that the amount shall not exceed 0.75yo of rhe Loan Amount when calculated on annual basis.
Any payment under this Agreement- includ ing repayments ofthe Principal Amount and Service Fee, shall be considered duly made when 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 Section 3.4. any payment hereunder shall be deemed to have been duly made when either ofthe follorving banks confirms the receipt of such payment to the Bank.
Bank: Currency: IBAN No: Account No: , Swift: :Correspondent: : Swift(USD Correspondent): Gulf International Bank (UK) London US Dollars GB77 SINT 60928000159149 PAF 000 t r 1058 SINTGB2L HSBC Bank USA, New York MRMDUS33 3.6 If any payment becomes due on a day on which the banks are not officially open for business in the place where payment is to be effected by the Borrower in the currency concerned, such payment shall be made on the following day on which such banks are '.

.

ipen for business.


If the Borrower fails to pay any amourrl payable hereunder when it is due.-the Borr.ower.

in addition to the amount due, shall.

(a) in accordance with the Principles of lslamic Shari'ah, compensate the Bank for any loss, damage, reasonable actual costs and expenses (including.

but not limited to any legal, or collecting agent's costs and expenses) incurred by the Bank as a result of delay in payment to the Bank.
(b) pay the Bank a late payment charge in respect ofthe overdue amounl, any such late payment charge shall be calculated and applied as a sum determined by the Bank after applying the formula indicated below: AxBxC Where: "A" means the unpaid amount; 360 "B'' means 0l7o per annum; and "C" means the number of days from and including such due date to, and, including the date of actual payment (whether before or after judgment).
The Bank shall, after the deduction ofall actual costs and expenses incurred, pay any amount received pursuant to this Article to the Bank's WaqfFund Account.
Page 7 of 2l ,P Account No: Bank Name: SWIFT Code: IBAN: 0000 100 102 The British Arab Commercial Bank BACMGB2I, GB69 BACM 4051 3200 I 00 102 Article-4 DECLARATIONOFEFFECTIVENESS This Agreement and the obligations of the Bank hereunder shall not be effective until and unless the Borrower provides documents to the satisfaction of the Bank relating to the following: (D Evidence that the execution and delivery of this Agreement on behalf of the Borrower have been duly authorized or ratified by the competent authorities ofthe Borrower; trgal opinion acceptable to the Bank emanating from the chief legal and/or judiciar-v authority ofthe Borrower stating that the provisions of the Agreement constitute enforceable binding obligations upon the Borrower substantially in the form provided in AnnexJII to this Ageement; (ii) (iii) (a) A letter issued by the Ministry ofFinance or any other duly authorized organ of the Borrower to the central bank of Republic of Sierra Leone instructing/authorizing the central bank that payment of the Principal Amount and the Service Fee installments by the Bonower under this Agreement shall be effected by the central bank on the dates on which they fall due; and The central bank acknowledging that it has received the said letter of instruction/authoiization ahd that it will adhere to the instructions -contained therein; .
.'

OR The Borrower, through its Ministry of Finance or any other dul) authorized organ.

shall provide the Bank with a letter confirming that the concemed department or unit charged with servicing extemal debt has been instructed to make payment ofthe Principal Amount and the Service Fee installments on due dates.
Article-S SUSPENSION,CANCELLATIONANDTERMINATION 5.1 The Bank may upon notice to the Borrower terminate this Agreement and all obligations ofthe Parties if, in accordance with Anicle 2.2 and subject to the exceptions provided therein; (i) the Agreement has not been declared effective within 180 (One Hundred and Eighty) days fiom the date ofthis Agreement unless the Bank decides to extend this period; or (ii) The Borrower has not submitted a request for First Disbursement within 180 (One Hundred and Eighty) days from the Date ofEffectiveness unless the Bank decides to extend this period.
Page 8 of 2l 5.2 In addition to the provisions of Article-VI ofthe Ceneral Conditions.

the Bank may, by notice to the Borrower, suspend and/or cancel the Loan or any part thereofl if at any time, with 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 any person or entity has engaged in Sanctionable Practices without the Borrower having taken timely and appropriate action satisfactory to the Bank to remedy the situation or to address such practices when they occur.

Article-6 EXECUTION OF THE PROJECT 6.1 National Commission for Social Action (NaCSA) shall be the Executing Agency.

6.2 The implementation ofthe Project shall be completed within 5 (five) year from the Date of Effectiveness.
6.3 The Borrower undertakes to: (i) (iD (iii).

(iv) (v) 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 supervision of qualified and experienced management and personnel and in accordance with the Bank's approved budgets, plans and specifications conceming the Project approved by the Bank; 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 Project with due diligence and efficiency and in accordance with sound, technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Bank.
including with the provisions ofany anti-comrption guidelines applicable to the Borrower; make appropriate arrangements so that the Executing Agencl'will at all times function under rulei and regulations.in form and substince s4tisfactory to the Bank aid'have sich powen, mhnirgement and administration as afe necessary -for the diligent and efficient implementation ofthe Projeo.
submit to the Bank for its approval, in such detail as the Bank may reasonably request, any envisaged important modifications to the budget.

plans and specifications ofthe Project as well as any substantial changes in any contract for services or procurement ofGoods relating to the execution ofthe Project.
ensure that the proceeds from the Loan shall not be used to finance any expenditure with respect to which the Bank determines that Sanctionable Practices were engaged in by representatives ofthe Borrower or other recipient ofthe proceeds from the Loan; withoul the Borrower having taken timely and appropriate action satisfactory to the Bank to address such practices when they occur.
Article-7 REPRESENTATIONS The Borrower represents that: Page 9 of 2l --rD (i) all governmental authorizations and actions ofany kind necessary to authorise or required for the validity or enforceability of the obligations contemplated under the Agreement have been obtained or performed and are valid and subsisting in full force and effect.
(ii) under the laws ofthe Republic of Sierra Leone in force at the date of this Agreement, the claims of the Bank against the Bonower under this Agreement will rank at least pari passu with the claims of all other unsecured creditors for any indebtedness ofthe Borrower; and (iii) the concerned department or unit charged u,ith servicing external debt has been instructed to make paymenl of the Principal Amount and the Service Fee instalments on due dates.
Article-8 PARTICULAR COVENANTS 8.1 The Borrower shall make available promptly, as needed, all sums including amounts necessary for local currency cost which shall be required for the implementation ofthe Project, on terms and conditions satisfactory to the Bank.

Without prejudice to the generality ofthe foregoing, the Borrower undertakes to provide from its own resources the necessary funds for adequate operation and regular maintenance ofthe Project after completion thereof.
Except as the Bank shall otherwise agree and provided that the Procurement Guidelines are followed, the Borrower shall iward contracts for procurement ofGoods and services financed fiom the proceeds ofthe Loan as in AnnexliV.

8.3 The Borrower shall seek the prior approval ofthe Bank for the awarding ot li) (iD any centract for Goods and wo-rks with value exceedi,pg the equivalent US$ I 50,000.00 (United Stites Dollars One flundr'ed Fifty Thousandl; and all contracts for consultancy services.
of Without any limitation or restriction upon 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 for services or procurement ofGoods relating to the execution ofthe Project, including any extension ofthe 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 specifling the right ofthe Bank to audit and examine the records and accounts ofthe executing and implementing agencies and all contractors, suppliers, consultants, and other service providers as they relate to the Project.
The Borrower shall promptly furnish the Bank with approved studies of, 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.

8.4 8.5 8.6 8.7 The Borrower shall establish and maintain adequate records to: ell-!SFD/0520I !
Page l0 of21 8.8 8.9 (i) (ii) ( iii) identiry the Goods and/or services financed from the proceeds of the Loan Amount and disclose their use in the Project; record the progress ofthe Project: and reflect in accordance with consistently maintained sound accounting practices.

the operations and financial position ofthe Executing Agency.
The Borrower shall, duiing the implementation ofthe Project and until fulfilling all its obligations hereunder, afford all reasonable opportuniry for accrediled represenlatives ofthe Bank to make visits and inspect the Project, the Goods and any relevant records and documents in relation thereto: and shall furnish to the Bank all such information as the Bank shall reasonably request conceming the expenditure ofthe 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 Borrower 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 with applicable laws on the understanding that the proceeds of insurance will be paid in the currency ofthe contract or in a freely convertible culrency in accordance with the Procurement Guidelines.

8.10 The Borrower shall make available, as and when 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 reqdest, evidence satisfactory to the Bank that such land and rights in respect of land are available for purposes related to the Project.

8.1l.

The Borrower shall take all action whiqh shall.be necessary on its.part to enable the Executi4S Agengy'to,.iriiplqment'the.
Ptoject and shall notJake, or permit to be taken.- .- any airibn which would prevent or interfere with.the implementation or operation.of ' the Project or the performance of any obligations under this Rgreemirit.

8.12 Unless otherwise decided by the Bank, the Borrower shall cons.ider as confidential all documents, correspondence, and information provided by the Bank to the Borrower.

8.13 All taxes, charges, fees and duties related to the Bank's financing ofthe Projecl shall be bome by the Borrower.
8.14 The Borrower shall ensure that there is no funding gap for the Project and shall be responsible for all cost overruns.

8.15 The Borrower shall ensure that in the implementation of the Project.

the Bank's participation is acknowledged by, amongst other measures, sigrr-postings at all sites, and with printing on all equipment and documents, the following phrase and its translation in all languages used and understood in the locality ofthe Project.
"Project Financed by the Islamic Solidarity Fund for Development" Page I I of 2l --rE Article-9 REPORTS 9.1 The Parties shall cooperate fully and share information in order to ensure that the proceeds from the Loan are utilized for the purposes ofaccomplishing the Project.

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

including the balance ofpayments position ofthe Borrorver.

9.2 (i) The Borrower shall submit or ensure submission, , to the Bank.

to the latter's satisfaction and at the times specified for each.
the following reports: (a) within 30 (Thirty) days after the end ofeach quarter, or within such other period as the Parties may agree, a report on the execution ofthe Project in such manner as the Bank may, from time to time, specifo; (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 ofthe ProjLct, 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 for this purpose between the Borrower and the Bank, the Borrower shall prepare and fumish to the Bank a completion report, of such scope and in such detail as the Bank shall reasonably requesi, on the execution and initial bperation ofthe Project.
(ii) The documenjs described in this Section shall be certified at the option ofthe .

Bank, in such manner as the Baik may reas-onably require.
I 0.1 In the event ol- a dispute arising out of or relating to this Agreement, including an1, question regarding its existence, validity or termination and any claim by any Party against the other Party arising under this Agteement, which could not be determined by agreement ofthe Parties within 30 (fhirty) days of notice by one Party to the other, shall be submitted to an arbitration panel for final and binding decision in accordance with the rules and procedures ofthe Intemational Islamic Centre for Reconciliation and Arbitration (ICRA), Dubai, United Arab Emirates.
The arbitration rules and procedures of IICRA shall be in lieu of any other procedure for the determination of disputes between the Parties to this A$eement or any claim by any Party against the other Party arising thereunder.

lO.2 If within 30 (Thirty) days after counterpars of the award shall have been delivered to the Parties, the award is not complied with, any Party may enter judgment upon, or institute a proceeding to enforce the award, in any court of competent jurisdiction against the other Party.
may enforce such judgment by execution or may pursue any other appropriate remedy against the other Party for the enforcement ofthe award or the provisions of this Agreement.

Page 12 of 2l 10.3 Each Party to this Agreement agrees that anyjudgment rendered under this Agreement against it may be executed against its funds (assets) in any jurisdiction.
The Parties hereby irrevocably waive any objection they may h'ave to any suit, action or proceeding arising out of or relating to the enforcement of an arbitration judgment under this Agreement, whether brought in any jurisdiction in which they have funds (assets), and hereby further irrevocably waive any claim that any such suit, action or proceeding brought in any jurisdiction have been brought in any inconvenient forum.
10.4 To the extent that the Bank may in any jurisdiction claim for itself or its assets immuniq' from suit, execution, attachment (whether in aid or execution.

before award orjudgment or otherwise) or other legal process or to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed).

the Borrower hereby irrevocably agrees not to claim and hereby inevocabll, waives such immunity.

ArtiCIE-II CO.ORDINATIONANDNOTICES I I .


I The Bonower hereby appoints Minister of Finance and Economic Development as the authorized representative of the Borrower (the Borrower's Representative) for the purposes ol Section 10.03 of the General Conditions and on all matters under this Agreement and for all intents and purposes without limitation: accordingll.

the Borrower's Representative shall : (D (iD (iii) (iu) directly deal with the Bank.
be directly responsible for fulfilling the obligations incumbent on the Borrower by virtue of this Agrcement; be directly responsible for communicating with the Bank on all matters pertaining to the implementation of this Agreement; and at,all times, conduct proper and efficient coordination and.

cooperation, and ensuie that the Borrbwer and the,Executing Agency carry out their duties hereunder.

ll.2 The Borrower may change the Borrower's Representative hereunder by giving written notice to the Bank.
I1.3 Any notice, request, consent, approval or other communication to be given or made under this Agreement and for the purpose of Section 10.01 ofthe General Conditions shall be in writing and shall be deemed to have been duly given when delivered by hand, airmail, established courier service, or fascimile to the Party to which it is given at such Party's address specified below or at such other address as such Party shall have desigrated by notice to the Party giving such notice, request or communication.
For the rrower: Treasury Building George Street, Freetown The Republic of Sierra Leone Tel: 232-22-222211/225826 Fax: 232-22-228355/228472 Email: info@mofed.gov.sl eLNJSFD,I)5201 t Page 13 of21 __-ry For the Bank: 8111 King Khalid St. Al Nuzlah Al Yamania Dist.
Unit No.l Jeddah-22332-2444 Kingdom of Saudi Arabia Tel: +966 12 6361400 Fax: +966 12 6366871 Email: archives@isdb.orq Article-12 MISCELLANEOUS l2.l The recital and the annexes are an integral parl ofthis Agreement 12.2 This Agreement, including any amendments, may be executed in counterparts, which shall, in all cases, constitute a single agreement.
Copies of this Agreement will be equally binding as originals and faxed or scanned and emailed counterpart signatures will be sufficient to evidence execution.

though the Parties may require original signed documents to be delivered.

t2.3 This Agreement is the entire agreement and supersedes any prior oral or wriften agreement or communications between the Parties regarding its subject matter.
The provisions of this Agreement are severable so thar if any provision is found ro be invalid, illegal or unenforceable, such frnding shall not affect the validity, construction or enforceability ofany remaining provision.

t2.4 This Agreement may.only be amended by a mutual written agreement of the Parties.

12.5 The date ofthis Agreement shall, for all purposesofthis Agreement, be that appearing in the Fre-a.rrb le.

IEND OF ARTICLES] Page 14 of21 Execution Page IN WITNESS WHEREOF.

the Parties.
the Parties.

through their duly authorized representatives.

have signed this A$eement on the date first ahove u,rinen.
FOR AND ON BEHALF OF REPUBLIC OF --f-,x: I\ \ --,---- FODAY B. L. MANSARAY (Alhaji) Minister of State, Ministry of Finance and Economic Development FORAND ON BEHALF OF ISLAMIC DE\'ELOPMENT BANK (IN ITS CAPACITY AS THE ADMINISTRATOR OF THE ISLAMIC SOLIDARITY FUND FOR DEYELOPMENT) DR. AHMAD MOHAMED ALI President Page l5 of 21 Annex-I DESCRIPTION OF THE PROJECT r) 2) 3) 1) The aim ofthe Project is to reduce povertv and attain sustainable improvement in well- being ofthe population in Sierra Leone.
The development objective ofthe Project is to build the livelihoods of rural poor by, providing them access to socio-economic opportunities and capacity building.

The scope of GIETRENK is designed around the seven guiding principles of SLAI.

ensuring that the Project interventions support the livelihood outcomes by either enhancing the assets of the poor or building on the opportunities they identifl, or improving the environment and context in which they operate (PIP).
The Project specificalll' focuses on the process and institutions ofthe poor to encapsulate the above elemenls by' taking community driven development approach to the design of interventions.

lt is envisioned that this multi-pronged and integrated approach to developing community livelihoods will have a sustained and lasting impacl on improving the well-being of the target communities.
The Project builds on and scales-up the Sierra Leone Community Driven Development (SLCDD) Phase-I, which was funded by the Bank and implemented by National Commission for Social Action (NaCSA).

The main objective of Phase-l was to assist the war affected communities reduce poverty, and build local capacity for collective action thus contributing to the country's stability, peace and sustainable growth.
The Project will have five key components Table I below: (a) (b) Support for Livelihood and Micro and Small enterprise development; (c) (d) Monitoring, Kn6wledge Management and Advocacy, and (e) SLipport for.P.rbj ect Implemefiation aid Management.

Institutional Capacity Building and Community Development Planning; Infrastructure Development in growth pdles; Sr'.

\o.

B- c h oject Compooe.ut5 I!&astrucnre Develsp,Eed In RGP5 Support for Llehhood sod MSE Developmeot Ilstitutic,Da!
capacity Buildug and Dercloprnant PlmiaS D Monitorirg.

K-uoq'ledge Mmaeeoest aod IEC Srypofi for Project i,Iple0€otatroo E r G I.

'@cdii,s Base Cost Coo tinge ncr- Grrnd Total t- lit b..n par-br IDB Istisna'a oo -{.mt.

9l 30,60 100 4l 63 31.60 0.08 -11.68 ISm Loan GoSL Total Cost 33.73 8.81 o,n o 5 1.11 ^{Et.

3.13 0.40 0.20 o.o5 1.00 2-1 4.74 10 0_4E Li 10 5.25 0.70 4.38 50.0-3 1.91 51.93 lDrt.
0_00 8.41 1.31 0.65 i.38 13.65 1.35 15.00 90 95 50 93 77 27 ;1 29 * *:t,* * * )*,L,f*:* rThe seven guiding principles of SLA include: be people centered, be holistic, be dynamic, build on strengths.

promote micrG.macro link.

encourage broad pannerships.

and aim for sustainability.

Page 16 of2l ?
Page 16 of2l ?

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0t 6t '8e LZ 9Z 9a iz cc ta OC 6l 8I LI 9l SI tt 'Ial II OI a) I q i lunotuv Ie ai?o d lJulrd a v-aln paqrs reqtunN sa'InosHJS Il-xauuv I Z.Io 8I a33d s 00 00s't E 00 00s' t t 00'009't t 00 00s It 00'009'l € It 00 It 00 00 009 IT It 00' 00 00 009'eu ze 00' 00 009'zz '00s' 00 00 00 00'00s'zz 00 00s'ez 00 00s 00 009 00 00s'zz CS ]unouv +***i**+***+ :lB1Of 9Z0Z t/Zt s.zoz/ott9 vzjat zt vzoztlEt9 €70z tlzl tz}z/0t/9 zzoz Etzl 27.0e/0u9 rz0z^Etzt tzjel0f/9 OZOZIIElZT 0z0z/oet9 6t0a tgzl 6tlzt0g9 8l0z/ttlzl 8t0z/0ti9 Lt0z/rc.te I Lt0z/oti9 9I0Z 9Zt 9t0z/0ti9 9tlz tiTt elec aal aJr,{rrs Jo lua B-olnpaqJS IZ 0z 6l 8l LI 9I 9t ,l cl It 0l 6 8 L 9 n t requrnN Withdrawal of Proceeds from the Loan SS Millio ns Schedule-C ent Components Support for Livelihood and MSE Deve lnstitutional Capacitl Building and Deve Monitoring.
Knorvledge Management and IEC nt PIan for Pro ect S Cont Total Project Cost: enlentatron Total Cost Bank AmounI oh Borrower Amount Vo 8.8 r l .4l 0.70 4.38 I .83 20.25 8.41 l.2l 0.65 3.38 l.l5 l-i.00 ****)t*:t!
*++:t 95Yo 0.40 86v" 0.20 9i 77o/o 050 r.00 0..18 o/o 490 7Yo 23% 26% 260/o Page 19 of2l -r-P Annex-III FORM OF LEGAL OPINION OF THE BORROWER'S CHIEF LEGAL AND/OR JI]DICIAL AUTHORITY [TO BE PROVIDED ON THE LETTERHEAD] Islamic Development Bank 8I1 I King Klalid St. Al Nuzlah Al Yamania Dist Unit No.l Jeddah-?2332-2444 Kingdom of Saudi Arabia Dear Sirs.
in my capacity as the chief legal and/or judicial authority of Republic of Sierra Leone, under the powers vested in me under the laws ofRepublic of Sierra Leone.
I hereby certiry that this document constitutes the Legal Opinion issued in relation to Article-4 ofthe Loan Agreement dated __J __J _H Ll_ /_C) entered into between Republic of Sierra Leone and the lslamic Development Bank in its capacity as the administrator of the Islamic Solidarity Fund for Development (the "Bank") (the "Loan Agreement") for financing Gietrenk: Sierra Leone Community Driven Development, (Phase-II) (the "Project") in an amount not exceeding USD 15.000,000.00 (United States Dollars Filteen Million) approximately equivalent to ID I 0.00 million (lslamic Dinar Ten Million).
For the purpose of this Legal Opinion, I have examined, (r, (ii) (i ii) the Loan Agreement; the authorization to enter into and sign the Loan -all laws, rules.

'regulations, orders, decrees and Leone; and- Agreement; ihe'like oF,R€pubIc oi Sierra (iv) ' such other docum'ents and ins'truments as i deemed necesiary.
Accordingly, I am ofthe opinion that the Loan Agreement signed for and on behalfofRepublic of Sierra Leone by *:t**:t+:i (a) (b) (c) has been duly authorized, executed, delivered and ratified in accordance with applicable govemmental and/or legislative procedures; does not violate any provision of the Constitution.

any law, rule.

regulation.


order or decree ofRepublic of Sierra Leone; and constitute legal valid and binding obligations of Republic of Sierra Leone enforceable against the Republic of Sierra Leone in accordance with the terms and conditions stipulated in the said Agreement.
DONE at **'**'t on / / H (corresponding to _/_/_G) Yours truly, Signaorel Namel Designation Page 20 of 2l Annex-IV PROCUREMENT OF GOODS AND SERVICES Livelihood and MSE Development Project Components Contract Package- Type Remarks Procurement Methods " and Description SAG Documentation.
sman ones Value-chain and business National Shortlist developmentconsultant l NationalShopping Severalsmalllots Islamic Microfinance SAG Formulation (group formation services) Member Country Shortlist MYLADA Women Empowerment and Literacy National Shortlist (including NGOs) Goods for IEC Monitoring.
Knowledge Management and Advocac) International and National Shoppingi Direct Contracting M&E and thematic studies lntemational Shonlist/ lndividual lnstilutiona-[ Capacity Building+ SuPPren for Projecr Management and lmplementation.

.
.

Natiooal Shortlist Audit ' MIS Svstem Devel opment 1-raining of local councils lndiiidua and master trainers/ PMU :(lnternational and staff/ Facilitator Teams :Local) Nition ls Individual short-term intemational/ local expens may be hired where expenise not available with the local firm through conl trve Contract will be signed rvith Myrada for continuit) of training.

, NaCSA facilitators may be used for delivering the trainr Items belou' US$5.000 through direct contracting.
Items not available locally through international shopping if worth belo*' US$0.5 million and bpen ICB for items above that amount.

lndividual experts (3) studies evalud(ion.
international for thematic impact : and -raiir Pr.a f -iaff i tat.rs ana shall be locals: All individuals to be selected through competitive selection with clearance on : Goods and Works Direct Contracting/ Below US$5.000 through National Sh direct ntment IDB : NCB=National Competitive Bidding, QCBS:Quality and Cost Boied Seleclion, lCB-MC=lnte ational : Cornpetitive Bidding limited to Bank's Member Cotntries "For all packages reviev of rlv procuremem methods will be carried out by the Bank as per its procuremenl guidelitus.
Page 2l of2l