Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698844069429.pdf (Sierra Leone)
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/ ir CREDIT NI]MBf,R 6411-sL Proiect Agreemt-1:,," (Additional Financing lor ttte En"Igy Sector Utility Reform Project) between INTERNATIONAL Df, VETOPMENT ASSOCIATION and ELECTRICITY DISTRIBUTI ON AND SUPPLY AUTEORITY CREDIT NUMBER 6,111-SL PROJECT AGREEMENT AGREEMENT berween INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association") and ELECTRICITy DISTRIBUTION aNo suppt y AUTHoRrry c'Pmject lmplementing Entity" or "EDsA") ("projeat Agre".
"ni'y i, connection with $e Finarcing Agreement ("Financing Agreement"i of tIe Signature Date between the Republic of Sierra Leone (,,Recipient) and thc Associarion, cincerning Credit No, 64 t l_ SL and Ore Project Implementing Entity hereby agree as foliows: ARTICLE I - GENERAL CONDITIONS; Df,FINITIoNS l '01.

The General conditions (as.defined in the Appendix to the Financing Agreement) apply to and form p8rt of this Agreement.

I -02.
I -02.

Unless the co,text requires otherwise, the capitalized terms used in this Agreement have.the meanings ascribed to them in the Financing Agreement or the General Conditions.

ARTICLE II_PROIECT 2'01 ' The Project Implementing Entity declares its commit nent to the objectives of the Project.
To this end, the project Imprementing Entity sha[ carry out the Additionar Activities under parts I and 2 ofthe projectln u".ord-"e,rrith the provisions of Article v of the General conditions and the Schedule to this Agreement, and shall provide_ p-romptly as needed, the funds, facilities, services and other'resources required for its pans ofthe project.

ARTICLf,, III _ TERMINATION 3'01.


For purposes ofSection | 0.05 (c) ofthe Generar conditions, the date on which the provisions of this Agreernent shall terminate is twenty (20) years after the Signature Date.

ARTICIJ IV - REPRESENTATWEi ADDRESSES 4.01.

The Project Implementing Entity's Representative is its Director General.

-3- 4.02.
-3- 4.02.

For purposes of Section l l 0l ofthe Ceneral Conditions: (a) the Association's address is: Intemational Development Associadon I El8 H Stre€t, NW Waslrington, DC 20433 united St tet of emericq' and (b) the Association's F'lectronic Address is: Telex: Facsimile: 248423(MCI) or 1-2024774391 4.03.
For purposcs of Section l1'01 of drc General Conditions: (a) the Project Implementing Entity's address is: Electncity Distribution and Supply Authority ElectricitY House 36 Siaka Steven Steet Freetown Sierra l,eone 4- AGREED as of the later of the two dates written below.

INTERNATIONAL DEYELOPMENT ASSOCIATION By Authorizrd Representative Namc: *EN F-v ve<*ut ritre: Coorurr-Y Dftg;mQ nare: l?

ilU rug 29 lq ELECTRICMY DISTRIBUTION AND SIJPPLY AUTHORITY Bv Authorized Representative q\.
q \, &r"",*1 TitIE: Date: -5- SCHEDULE ExecutionoftheProjectlmPtemeBtingErtity,sPsrtsoftheProjcct Section l' fmDlementation Art pementJ A.

B.

2 C. 2 InstitutionalArr'ngements The Project lmplementing Entitv shall: (i) maintain' at all times during the #pr"-.'"1.ir."

tr re proiecq' fj*jlm'nf ',:t*:,-f#:"HihT; *L#L":irfJ.
"'",i"i'Jl&;;l"frniii";;'r':l':"*""'"randsocir kesuards, moniloring and evatuation, ,upu.uition' t"porting and communication urp""a, of the its Parts or tne pioi"cf'*O- (iD tak; all action^s' including the orovision of fundrng' ptoon'"i'' *a other' resources satisfactory to the Association, to enable rtre prolec-t managemellt l€am to pcrform mid fungtions' f""r than three (3) montis after the Effective Date' recrutttng a 1","i,"" officer to the project mansgement team' t*l"i '^"i- "iigrr.o Proiect ImPtcmentation Msnnd The koiect Implementing Entity shall carry out thc Additional Activities in p"'iicr t'itetentorion Manual ro this end' the Project il;til;;;ii;.
lmDlementing Entity shatt not a-enJ'Oe frojt'ct lmplementation Manual without trJpti.t *tli".
approval of the Associarion' Notwithstandingtheforegoing.ifanyoftheprovisionsoftheProjeot Imolementation Manuat is in-niirt nt *itl ,rro provisions of this Agr€emont' prfii.i"rt ,r,it ngr€cment shall prevail and govem' the "f Annual Work Plans and Rudget Esch vear the Prgecr lmPlementing Entity shall prePare a df[annual work plan oitl'" p,oiJt tin"r'aing Training-and operating cosrs) for ili'liffi"ii"t 'iJ'# each subsequent ve"r or rtj"ct''iiii;;;ti;"' of suih scope and detail as the I"*"iuio.
.fUt t ave reasonably requested' -;J-ffi 'annuar *ori plT Td budget for Thc Recipient shall furnish to fhe Recipieatt' a:i soon as possibte but in any case ili ;;"ffi1;;r"'i"' to' incorooration and forwardlng uy Jf't noipit" to the Asiociation of the drafr ffi,;f;ilffi-uiJ u'ago roi the rroiit oulv rhe activities included in an annual work plur and UuOget oxp'cssty'appfo'ci- Uy t}le Association (each an ..Annual work plan -d B"dg";i;;iigi6[ to o flr;,n"ing from the proceeds of the Financing -A_ 3 D. I 2 The Recipient shall ensure that the project is carried out in accordance with the Annual Wo* Plans and Budgets.
Sefeguards The Pmject Implementing Entity shall carry out the Additional Aotivities with due regard to approprtate heslth, safety, socia!

and environmcntal praotic€s ard stardards, and in accordance with the Safeguards Instruments.
For each Additional Activity, the project lnplementing Entity shall: (a) take all measures as shall be necessary or appmpria& to ensure compliance with the ESHIA; (b) (c) 3 4 for eaclr Additional Activity for which the RpF provides for the preparatlon of a RAP, the Project lmplementing Entity shall proceed to have a RAP: (i) prepared and disclosed in accordance with the npf: (ii) consuhed upon adequately w.ith Affected persons and submitted to the Association for review and approval; and (iii) thereafter adopted, prior to implementation of the activity; and take all measures as shall bc n€c€ssary or appropriate to implement tle RAP in a manner and timeframe satisfactory to the Association.
To this end, the Project Implementing Entity shall ensure that: (i) suffrcient firnds are made available to cover all the costs of implementing tbe RAP; (iD p.rpr to $e start of any works that will require displacement, Alfected Persons shall be compensated at fuli replac€ment cost, resettled and provided with resettlement assistance in accordance with the RAP, as applicable; and (iii) the implementation, monitoring and evaluation of such RAp is in a manner satisfactory to th6 completed and report€d Associalion.
The Project Implunenting Entity shall ensure that the obligation to comply with the relevant Safeguard Instruments is incorpora_-ted: (a) in the contracts between the Recipient and the relevant contractors; (bi ;n th" contracts between the relevanl contractors and the contractors, subsonbactors.
"rd _ The Project Implanenting Entity shall ensure tlmt all the bidding documents and conuacts for works or non-consulting services under the 1 Project reguire that the contractor, sub-aonttactor or consultant adopt a code of conduct that shall be provided to and signed by all workers, as applicable to such works or non+onsulting services commissioned or oarried out pursuant to said contr'acts, which shall, inter alia, cover gender- based violence, and sexual exploitation and abuse, along with an action plan designed to effectively implement said code of conduct, including appropriate training on said code ofconducl.
5 6.

Except as the Association shall otherwise agree, the Project Implementing Entity shall ensurE thst none of the provisions of the Safeguard Instruments is abrogated, amended, repealed, suspended or waived.

ln case ofany inconsistencies between the provisions ofany ofthe Safeguard Inslruments and the provisions of this Agreement, the provisions of this Agreemcnt slrall prevail.
Without limitation upon its other reponing obligations under this Agreement, the Project lmplementing Entity shall: (a) take all measrres nec€ssary on its psrt to rtgularly collect, compile, and submit to the Association, as part of the Pmject Reporrs, and promptly in a separate report whenever the Association may require, information on the status ofcompliance with the Safeguards Instruments.
Such information shall include: (i) measures taken in furtherance of the Safeguards lnstruments; (ii) conditions, ifany, which interfere or threaten to interfere with tle smooth implementation of the Safeguards Instruments; and (iii) remedial measures taken or required to be taksn to address such conditions; and (b) promptly notiry the Association of any incident or accident related to or having ar impact on the Project which has, or is likely to have, a significant adverse effect on the environmenl, the afected communities, the public or worken.
Section fl.

Proiect Monitoring.

Reportins and Evalualion The Project lmplementing Entity shall monitor ard cvaluate the progress of its pads of the Project and prepare Project Reports for its parts of the Project in accordance with the provisions of Section 5.08 (b) of the General Conditions and on the basis of the indic{tors acceptable to the Association.
Each such Project Report shall cover the period ofone oalcndar quartcr and shall be furnished to the Reoipient oot latcr than two (2) weeks after the end of the period covered by such report for incorporation and for*arding by the Recipient to the Association of the overall Project Report.
CREDIT NTIMBER 641I.SL Financing Agreement (Adrlitional Financing for the Energy Sector Utility Reform Projcct) between REPUBLIC OF SIERRA LEONE and INTERNATIONAL DEVEI,OPMENT ASSOCIATION FINANCING AGREEMENT CREDIT IYUMBER 64I I-SL AGREEMENT datcd as of the Signanre Date between the REpUBLIC OF lP_Rll._llo]rE ("Recipient') and- TNTERNATToNAL DEVELoPMENT AssocIATIoN ("Associalion") for the purpose of providing addirional financinj roi activities related to the originar project (asdehned in t'ire Appeiaix to this Agreem#1.
The Recipient and the Association hereby agree as follows: ARTICLE I_ Gf,NERAL CONDITIoNS; DEFINITIONS 1.01.

The General Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement.

1.02- Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the deneral Conaitions or in Oe ipp"naix to this Agreement.

ARTICLE II-FINANCING 2'01.


The Association agrees to extend to the Recipient a credit, which is deemed as Concessional Financing for purposes of the beneral Conditions, in an amouni TI,l4-!

1o thirty-six million ono.

thousand Speciat lira*ing nigt o (SDR 36,100,000) (variously, *Credit" and,,Financing'), t" rssi"t in fnaicirrg?I project desoribed in Schedule 1 to flris Agreement ("iojecfl.
_hundred _ 2'02' Jhe -Recipiurt may withdraw the proceeds of the Financing in accordance widr Section III of Schedule 2 to this Agrcement.

2.03.

The Maximum Commitment Charge Rate is one_half of one percent (l/2 of l%) per annum on tle Unwithdrawn Financing Balance.

2,04.

The_ Service Charge is three-fourths ofone porcent (3/4 of lYo) per annum on the Withdrawn Credit Balance.

2.05.
2.05.

The Payment Dates are February 15 and August 15 in each year, 2'06' The prirrcipar amount of the credit shal be repaid in accordancc with the repayment schedule set fordr in Schedule 3 to this Agreement.

2.07.

The Payment Currcncy is Dollar.

-2- ARTICLE III - PROJECT 3.01.

4.01 .

4.02.

4.03.

5-01 .

5.02.
-;ll The Recipient declares its commilmcnt to the objectiYe ofthe Project' To this end' ttre necipient stratl carry out Part 3 of the Pmject througtr the Ministry of Enerry _a .trti causc parts i and 2 of the projcct to be carried out by the Elecuicity OirriUution and Supply Authority ('EDSA" or lhe "Projeot Implementing Article V of the General ilitd;t ln accoraaoce with tire provisions of Conditions, Schedule 2 to this Agreement and the Project Agreement' ARTICLE Iv - ETFECTwENESS; TERIVIINATION The Additional Conditions of Effectiveness consisl of the following: (a) the Subsidiary Agrcemont has been duly oxocuted on behalf of the Recipient and the EDSA; and .
(b) the Project Agreement has been duly executed on bchalfofffre EDSA and the Association.
The Effectiveness Deadline is the date ninety (90) days after $e Signature Date' For purposes of Section 10.05 Q) oftho General Conditions, the date on which the oUil fti'oos of m" ne"ipient untler this Agreoment (othor than those providing for payient otligations) siall terminate is twcnty (20) years after the Signature Date' ARTICLE V - REPRESENTATIVE; ADDRESSES The Recipienr's Representative is its minister responsible for financp' For purposes of Section I l.0l of the General Conditions: (a) tho RociPicnt's addrms is: Ministry of Finance Treasury Building George Strcot Freetown, Sierra lrone] and (b) the Recipient's Electronic Address is: Facsimile: 23222279 060 -3- 5.03 For purposes of Section I t .01 of the General Conditions (a) the Association's address is: lntemational Development Association 1818 H Street, N.W.
Washington, D.C. 20433 United States of America; and (b) the Association's Elecbonic Ad&ess is: Teloc 248423 (MCI) Facsimilc: 1-2024774391 ,4- AGREED as of the Signature Date.

REPUBLIC OF SIERRA LEONE By Rcpresentative q.Lb ( U-o'1*c€ b Name: Titlc: Date: II{TER}{ATIONAL DEVELOPMENT ASSOCIATION By Reprcse ntative Name: HrNFJ K€ilAL, ritre: cou r.rrPY bt Wcroe Date: l?
suNg 2rlq -5- SCIIEDI'LE 1 Proiect DescriPtion The objective of the Project is to improve the operalional performance of the national electricity distribution utility.

The Projec!

as described below, consists ofthe Original Activities financed under tf," O.iei; Ag.
;ment and the Additional Acfivities financed under this Agr@ment: Part l: C (a) (b) Supporting the establishment ofa fully firnctioning and effective national eteclicity-aistiuution utility thmugh a performance based conhact for utility operation and managemont' SupPorting EDSA and the strengthening of its commercial management' inciuaing tnter alia thmugh the imglernentation of a management information systern, with integrared enterpriT resource planning commercial management and incident recording and management systems, for imProied operational performanceand.incident management u'nd the'provision of consultants'with exPenise in the area oI utility management.
Part 2: lmprovement of El€ctricitv SuDpl)' in Urban Are{s Implementing a Network Rehabilitation and Upgrade Investnert Plan (NRUIP") of the national eleckicitv utiliV's iltgt;; ; frrpovo the qualitv and ryliabilitv.

pot it di.t ibrtion networh said NRUIP to include: (a) Reinforcement, rehabilitation, and extension of the primary medium including inter glia: voltage C'Mv') di$ribution network' .
(i) roiabiliiating and operationalizing 33/t t Kilov-olt ("kv") substations; iiil .tt ying out of repairs and upgrading .of undergound cables; iiiil upgi"otg of overhead lines; (iv) designing of new feeders; and (v) carrying out of approPriate tests' (b) Reinforcement, rehabilitation and extension ofpriority secondary MV and low voltage ('LV") distribution network, including inter alia' stpply and instaUatio; of approPriate cquiPment suoh as llkV switchgear; "n.fLt "*; conductors; service cables; poles; line l lkv/400v t hardwarel LV Panels and associated protection dcvices' auto rcclosers and load break switches' -6- (c) (d) Construction of four new 33ll lkV substations, upgrading ofone existing I lkY switching sration to a 33/l lkv substation, coistructi-on of33kV sub_ transmission lines to link the proposed substations and rehabilitation and extension ofthe LV network and customer connections to major unserved residential, commercial and industrial customers ana tne instaltaiion of prepaid meters for existing and new cuslomers.
Strengthening the capacity ofrhe project implementing unit rvithin EDSA and.moniror the implementation of the project activities, lo ,TTrg"- rnctudmg trnancrng the preparation of required safeguard instruments and spe.cialird consultants (technical, financial manalemeng procurement, audits etc.)
Part 3 Evaluation ctl ernen u d and (a) (b) (c) Provision of technical advisory sewices to the Ministry of Enerry for: (D (A) preparation and/or review of pre-feasibility and feasibility studie.s focusing on potential investments in power generatiorl including all types of primary enerry sources; and (B) freparation of urgent investments under the NRUtp: and (iD monitoring and evaluation, in particular: (A) monitoring and assessin!

the performance ofthe Conhtctor under pefl I ;f the Projec!
and @) carrying out the impact evaluation of the project Strengthening the capacity of the project Management Unit through the provision of technical advisory services, goods,-non-consulting ser'vices, Training and Operating costs.
Strengthening the capacity of the Ministry of Enerry and other minislries and authorities involved in the soctor through intTr a/ra training, study tours ald provision of consulting servicos to support: (i) preparaion and implementing of relevant sbaregies; and (ii1 prepantion ii*f* pV projects and projects involving electrification itriough mini-griA sotution.

SCEEDI'I,E 2 Project Execution SectionI.


ImolementationArranpements L. l. InstitutionalAmngements Ministv of Energy TheRecipientshalldesignate,atalltimesduringtheimplementationoftheProjec!

,h;Mhilt ;i inogv"Ctt{oe ) to be responsible.for the prompt and efficient under Part 3 oi the Ptoject and the overall oversight irnpi"r"rtition of of Parts I and 2 of the Project' and shall take all actions to "i'trt"lrnpf".
*",ion including the provision of funding, personnel and other resourccs n€cessary enable the MoE to porform said funotions' ""ii,iii".

2.
2.

Proiect Oversight Committee The Recipient shatl maintain, at all times during the implementation ofthe ProjecL tn" pt"iii Oversight Committee ('POC') to bc responsible fot' inter alia: (a) providing stratelic and policy guidance on tie imPlementation of the Project; iUi'rurier"iig prog.rt .ud" ioiards achievlng thc Project's objective; and of Project Activiti€s' 9d shall take all actions i"!
f""ititrtin-g to i*tuaiog thelrovision of ftnding personnel md other resouroas n€cessa4/ enablo POC to perform said functions' "oodination - 3.

MOE Project Manasement Unit The Recipient, through the MoE shatl maintain, at all times during the i.pt"*uni"tio, of me fro.lecq a Project Management Unit (.

'PMU")' to b€ *Jp"r.iif.

for the day to day execution' coordination and implementation procuremen!
financial tirif"aing planning" monitoring and evaluation, ion"gunr:"ri reporting und tom-uttication aspects) of activities undcr Part 3 of ilj""r. r. dis end-, the Recipient shall take all actions, including the provision t of funing, p"ttonnel (including a general Project coordinator' planning engineerc' monitorin-!

and evaluation officers and a communication specialist) and other resources iatisfactory to the Association, to enable the PMU to perform said functions.

^ " B.
1 SubaidiarYAgreement To facilitate the carrying out ofthe Parts I and 2 ofthe Project' tie Recipienr shall make part ofthe proceeds ofthe Financing allocated from time to time to Category I of tie table sei forth in Section III.A of this Schedule available to the Project implementing Entity under a subsidiary agreement between the Recipi€nt and the -8- Project Implemcnting Entity, under terms and conditions approved by the Association, which shall include irrrer alia the following ("Subsidiary Agreement') : (a) (b) (c) (d) (e) (0 (e) the principal amount of the Credit made available under the Subsidiary Agreemcnt ("Subsidiary Financing") shall be denominated in Dollars; the Subsidiary Financing shall be made available on a non-refirndable grant basis; the requirement that the Project lmplementing Entity shatl: (i) maintain, al all times during the implementation of the Project, a project impletnentation unit to bc responsible for the day to day cxccution, coordination and implementation (inoluding procuremen!
financial rnanagement, environmental and social safeguards, monitoring and evaluation, supervision, reporting and communication asp€ca) of the activities under Part I and 2 of the Project; and (ii) take all actions, including the provision of funding, personncl (including, but not limited to, rccruiting an social safeguard officer) and other resources satisfactory to 0re Association, to enable the PMU to perform said functions; the Reoipient shall obtain rightE adequare to protect its interests and those of the Association, including the right to susp€nd or terminate the right of the Project Implementing Entity to use the proceeds of the Subsidiary Financing, or obtain a refund of all or any part of the amount of the Subsidiary Financing then withdrawn, upon the Project Implementing Entity's failure to perform any of its obligations under the Subsidiary Agreementi the requiremcnt that tho Project Implementing Entity shall carry out i* Parc ofthe Project with due diligence and efficiency, in conformity with appropriate administrative, financial, engineering, technical, environmental and social safeguard practices (including the Safeguard Instruments), and provide, or cause to be provided, promptly as needed, the facilities, services and other resources required for its Parts of the Project; the obligation of the hoject Implernenting Entity to comply with the Procurement Regulstions, the Anti-Comrption Guidelines, this Agreement and the Project Implementation Manual; tfie requirement that the Project
 Implernenting Entity complies with record keeping, auditing and reporting requirements of this Agreement with respoct to the Pmjeol including the annual auditing of its r€cords and a.counts in respect ofdre Pmject; -9 (h) (D 0) (k) the obligation ofthe Project Implementing Entity to exchange views with the Recipient and the Association with regard to the Progress of its Parts of Project aad the performance of its obligations under the Subsidiary Agreement; the Project Implementing Entity Promptly informs the the r€quirementthat Recipient and the Association of any condition which interferes or threatens to interfere with the progress of its Parts of the Project or the pedormanc,e of its obligations under the Subsidiary Agreement; the right for the Recipient and the Association to insPect any sctivitios under Part I and 2 ofthe Project and any relevant records and documents; and the obligation ofthe Project lmplementing Eotity to preparc and fumish to tho Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoinS' The Recipient shall exercise its rights under the Subsidiary Agreement in such flulnner as to protect the interests of the Recipient and the Associarion and to accomplish the purposes ofthe Financing.
Except as the Association shall otherwise agree, the Recipient shall not assign' amend abrogate or waive the Subsidiary Agreement or any of its provisions' Proiect Implementation Manual The Recipient shall update and fumish to the Association for review, a Project implomentation manual, which shall include provisions and prooedures on the fotiowing matters: (i) oapacity building sctivities for sustained achievernent ofthe Project's objectives; (ii) financial management and disbursement; (iii) procuremenq (iv) environmcnlal and social safegusrds management; (v) institutional administration, coordination and day to day execution of Project activities; (vi) monitoring and evaluation, reporting, information' education and oommunication of Project activitics; and (vii) such other administrative' financial' technical and orgglizational arrangements and procedures including grievancc redrcss mechanism as shall be rcquired for the Project.
The Recipient shall afford tltc Association a rssonable opportunity to exchange views with the Recipient on said Pmjecl implementation manual, and thereafter, adop!

and cause EDSA to adoPt, such updated Project implementation manual, as approrcd by the Association ("Project Implenrentation Manual")' The Recipient shall ensure that the Project is carried out in accordance with the Project Imptementation Manual; provided however, that in oasc of any confliot 2 3 C. I ?
3 4 D 2 3 E. l. l0- betrveen the provisions ofthe Project Implementation Manual and the provisions of rhis Agreement, the provisions of this Agreement shall prevail.

Except as the Association shall otherwise agree, the Recipient shall not amend, abrogate or waive any provision ofthe project Implementation Manual.
Annual Work Plans aod Budgeb !ac.U V31tr3 |ecipient shall prepare a draft annual work plan and budget for tle Project (including Training and Operating Costs) for each subsequent year of Project implementation, of such r*pe and detail as ttre Association shall have reasonably requested.

The Recipient shall fumish to the Association, as soon as available, but in any case not later than Ootober 3l of each year, the annual work plan and Ludget foi their review and approval.
Only the activities included in an armual wort ptan ana budget expressly appmved by the Association (each ur.Annual Work irlan and Budgef') are eligible to a financing from the proceods of the Financing.

The Recipient shall ensure that the project is canied out in accordance with dre Annual Work Plans and Budgets.
Safeguards The Recipient shall ensure that: (a) the Additional Activities are carried out with due regard to appropriate health, safety, social, and environmental practices ana standards, and in accordance with the Safeguards Instruments; (b) for each activity under the Additional Activities for which the RpF providos for the preparation of a RAp: (i) (iD proceed to have a RAP; (A) prepared and disclosed in accordance with the RPF; @) consulted upon adequately with Affected Persons as per t}e RpF, and submitted to the Association for review and approval; aad (C) thereafter adopted, prior ro implementation of the activity; take all meesures as shall be necessary or appropriate to ensure complianc€ with the requirements of suoh RAp in a manner satisfrctory to the Association; and (c) all measures are taken to implement the RAp in a manner and timelrame satisfacrory to the Association.
To this end, the Recipient shall ensure that: -t l- (D (i0 sufficient funds are made available to cover all the costs of implementing the RAP; prior to the start of any works that will require displacement, Affected Persons shall be compensatod et full replaoement cost, resettled and provided with resettlement assistance in accordance with the RAP, as aPPlicable; and (iiD the implementation, monitoring and evaluation of suqh RAP is in a manner satisfactory to the complited and r€ported A.ssociation.
Z The Recipient shall ensure that the obligation to comply with the relevant Safeguard Instrumsnts is incorporated: (a) in the contracts between the Recipient and the relevant contactorsl and (b) in the contracts between the relevant contractors and the contractors' subcontractors.
4 5 The Recipient shall ensure that all the bidding documenB and contracts for works or non-consulting services under the Project require that the conhactor, zub- contractor or consultant adopt a code of conduct that shall bo provided to and signed by all workers, as applicable to such works or non-consulting services commissioned or carried out Pursuant to said contracts, which shall, inter alia, cover gender-based violence, and sexual exploitation and abuse, along with an action plan designed to effectively implement said code of conduct, including appropriate training on said code ofconduct.
Except as &e Association shall otherwise agree, the Recipient shall ensure, and that none of the provisions of the Safeguard Instruments is oor" to abrogale4 arnended, repealed, suspended or waived' In case ofany inconsistencies between the provisions of any ofthe Safeguard Instruments ald the provisions of this Agreement, the provisions of this Agreement shall prevail' "nrrr", Without limitation upon its other reporting obligations under this Agreement, the Recipient shall: (a) take all measures necessary on its part to regularly collec!
compile, and submit to the Association, as part ofthe Project Reports, and promptly in a separate rcport whenever the Association may rsquire, information on the sL?tus of conlpliance with the Safeguards Instruments.
Such information shall include: O measures taken in furtherance of the Safeguards Instruments; -12- (iD conditions, if any, which interfere or thteaten to interfere with the smooth implemenation of the Safeguards Instrunents; and (ii| remedial measures taken or required to be taken to address such conditions: and (b) promptly notiry th€ Association of any incident or accident related to or having an impact on the Project which has, or is likely to have, a significant adverse effect on tJrc environment, the affected communities, the public or workers.
l Project Grievance Mechanism The Recipient shall maintain, throughout Project implementation' and publicize the avail;bility ofa grievance mochanism, in form and substance salisfactory to the Association, to hear and determine fairly and in good faith all complaints raised in relation to the Project and tako all me:$nres necessanr' to implement the determinations made by such mechanism in a manner satisfactory to the Assoc iation.

Section II.

Proiect Monitorine.


Renortine and Evaluation The Recipient shall furnish to the Association each Project Report not later dran forty-nve 1+S; aays after the end of each calondar quarter, covering the oaletrdar quarter.

Section III.

Withdrrwd ofthe Procecds ofthe Financins A.
General Without limitation upon the provisions of Article II of the General Conditions and in accordanoe with &e Disbursement and Financial Information Letter, the Reoipient may withdraw the proceeds of the Financing to finance Eligible Expenditures in the amount allocated and, if applicable, uP to the percentage set forth against each Category of the following table: t3- Amount ofthe Finencing Allocated (expressed in SDR) Percentage of Expenditu res to be Financed (inclusive of Taxes) 0 0 0 0 33,900,000 100% 2,200,000 l00Yo (2) Consulting services, non- consulting services, Training and Operating Costs under Part 3 ofthe hoject, excePt Part 3(c) (3) Goods, works, non-consulting services, consulting services and Operating Coss undcr Parts l(b),2(c) and 2(d) ofthe Project.
(4) Consulting services, non- consulting services, Training and Operating Costs under Part 3(c) of the Project.

TOTAL AMOTiNT 36, r 00,000 B, Withdrawd Conditions; Withdrawal Period Notwithstanding the provisions of Part A above, no witlrdrawal shall be made for payments made prior to the Signature Date.

z The Closing Date is December 31, 2022.


- 14- SCIIEDULE 3 Repayment Schedule Date Paymeut Due Principal Amouut of the Credit repayable (erpressed as a pcrcentage) * On each February l5 and August l5: Commencing Augusl 15, 2025, to and including February 15, 2057 t,56750/0 + 'fhe percentages represent the percentaBe ol the principal amount of the crcdit to bs repaid, except ai the Association may otherwise speciry pursuant to Section 3'05 (b) ofthe General C-onditions.
-15- APPENDIX 1 2 3 5 6 7 Definitions "Additional Aotivities" means the Project activities under Parts 1(b), 2(c), 2(d)' and 3(c) ofthe Project.
"Affected Person" means a person or entity who, on account of the execution of the Project, has experienced or would experience direct economic and social impacts caused by: (i) the involuntary taking ofland resulting in: (A) relocation or loss of shelter; (B) loss ofassets or access to asse6; or (C) loss of income sources or means oflivelihood, whether or not such person must move to another location; or (ii) the involuntary restiction ofaccess to legally designated parks and protected areas, resulting in adve$e impacts on the livelihood of such person.
"Annual Work Plan and Budget" means the annual worft plan and budget approved by the Asociation and adopted by the Recipient in accordance with the provisions of Section I.D ofSchedule 2 to this Agreement.
"Anti-Corruption Guideiines" means, for purposes ofparagraph 5 ofthe Appendix to the General Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15,2006 and revised in January 201 I and as ofJuly l, 2016.

"Category" mears a category set forth in the tablc in Section Ill.A of Schedule 2 to this Agreement.
"Electricity Distribution and Supply Authority" or "ESDA" means the authority for electricity distribution and supply established by AotNumber 16 of 201 I of the laws of the Recipienq signed on December 3 I , 20 I I .
"Environmenul, Social and Health Impact Assessmenf' or "ESHIA" mgans, the document prepared and adoplsd by the Recipient and satisfactory to the Association for the Additional Activities, disclosed in country on March 13, 2019 and on the Association's ',vebsite on March 14, 2019, setting out details ofpotontial environmental, social and health risk, including risks of gender-based violence and sexual axploitation and abuse, and adversc impacts associated wift the Additional Activities, together with an envirunmental, social and health management measures to manage such risk and impacts, including measures that endeavor to prevent procedtrral, budget and institutional arangement and actions needed to implement these measures, including any schedule to such assessment, and as such assessment may be amended by the Recipient from time to time, with prior wriften approval of the Association.
- 16- "ESMP" means any environmental and social managemenr plan prepared by the Recipient, as part of the ESHIA or separately, sarisfa;tory to the i.ssocration, and disclosed in counky and on rhe d;.i"ti;"#;oii'i,tili.

"r,s (a) the measures to be taken during the implementation of the pri.
;""i',J *oiA, *ini.i*, mrtrgate or offset adverse environment"l *d *"idl;;;;iliiniiaing n"a,r, *a safety issues), or to reduce them to acccptable levels; (b) the measures that endeavor to prevent and resDond to gsnder_based violence iil Jiual e*ploitation ij-i!,*' and (c) the procedural,"budge.

;; #;;;i'J#,.,r"*"no *o actrons needed to implement these m€asureq including any ,"n"Jui", ro ,u"t pt_, and as such plan may be amcnded.
by the Recipienr t-im-e-il time, with tl,e prior wriflen approval ofthe Association.

-frorir "Fiscal Year'means the fiscal vearofthe Recipient commencing on January I and ending on Docember 3 I of the-same year.

'Ceneral Conditions', means the .,lniernational Conditions for IDA Financins- I 14,201s.

Dovelopment Association General "'*''"'6' rnvestment Project Financing", dated December 'kV" means Kilovolt.

"LV" means low voltage.

"Ministry of Enerry" or .,MoE- energy, and any succ€ssor thereto.
means the Recipient,s ministry responsible for 'MV" means medium voltage.

"Operating Costs', means the rcasg-1ab-le incremental expenses arising under the Project, and based on fte ennuar worr iian; Brd;finlcoount of vehicle and maintenance, maintenance of equipmeng communication and -u"Lo,roa"tion, ,"11e11"" msuEuce costs, omce administration costs, ,rtiliti"s, .
"ot i, ff i:s;iriff;;*ffi :;*:";'il'i*;ili'["u,i1""*"r,ane*," "Original Activities,, means the project activities under part l(a),2(aI 2(b), 3(a) and 3(b) described in Schedule I !o rhis Agreem€nt.

'prisrlaf Agreement" mean the financing agreement entered into between the Association and the Recipient on Janrr.y iz, Ioli'i"r"aii'r"ilf"rtlllsr.l.

'Original Project,' means the project activities described in Schedule I to the Original Agreement.

--- - -.r r \e,' !

!

8 9 t0 I l. 12.

I3.


l4 15. t6 l7 l8 -11- t9.

"Procuremont Regulations" means, for purposes of paragraph 87 of the Apaendix to the General Conttition's, the ;Wotd nitntt Proiurernent Regulations for IPF eonowers", duted July 20i6, revisod Novcmber 2017 and August 20lE' 20.

"Project Implemenlation Manual" means the manual referred to in Seotion I'C' of Schedule 2 to this Agreement' 21.

"Project Implementing Entit)" means the Electricity Disuibution and Supply Authority.

22.
22.

"Proiect Management Unif' or "PMU" means the Retipient's unit refened to in Section I'A'3 of Schedule 2 to tlris Agreement' 23.

"Projcct Oversight Commirtee" or "POC" means the Recipient's committee refeied to in Seition l n 2 ofschedule 2 to this Agreement' 24- "Resettlement Action Plan" or "RAP" means any resettlement Plan sdopted by the f.o.

;oi t-pt"^*ting Entity, satisf""lory to the Association' and disclosed on the l"tt includes the principles' guidelines' procedures' .q.
"lo"i"tio;,', *"Urii", organizational *g"*"nit -a bodg"t to implement.tlre reseslement rElated a.Eriti", ,.ra., putt" acj ana Ztal of ttte Projec!

as said resettlanent action plan rnay be revised t''o* iitt to time with ti:o prior written agreem€nt of dte Asiociation; and "RAPs" rneans' collectively' all such RAP' -''-t 25.
"Resettlement Policy Framework" or "RPF" means the framework prepared an{ ;U*d t the Project tmplementing Entity' satisfactory to the Association' and disclosed in-country o" arch 13' 2019 and on the Association's website on March 14, ZOtg, whictr sets out the resettlement principles (including ;;;;;"#", b Affecte d Persons)- guidelines' organizational arrangements i''ag"O,-""'a design criteria for the preparation of fiililifi RAPs under the Project' as such-framework miy be amended from time to time with tha prior wrinen agregment ofthe Association' "on.ultution-u"d ?6.
"safeguard Instrument" means theESHIA, RPF' ESMP' or any RAP' respectively' and "Safeguard Instruments" means, collectivety' two or more such instrum€nts' "Signature Date" means the later ofthe trto dates on whioh the Recipient and the AGciation signed this Agreement and such definition applies to all references to "the date oftlle Financing-Agreement" in the General Conditions' 27 - 78.

"subsidiary Agreoment" means tJte agre€ment Schedule 2 to this Agreement' referred to in Section I B of 29.
"subsidiary Financing" means the principal amount of the Credit to be made p,ojeci Implcmenting Entity under the Subsidiary Ageement' uuuituUt" to tt " ,18- 30.
"Training" means the reasonable costs associated with the training" workshop and study tour part_iciparion ofpersonnel invorved in Additionar Activiiies, 8s specified in 8re Annual Work Plan and Budget, said costs to consist ofaavel and subsistence tratn]ng, workshop and study tour participants, costs associated with securing ::J the services of trainers, rental oftraining and workshop facilities, preparation anJ reproduction of training and workhop malerials, and other costsiir;cdy related to training course, workshop or study tour preparation artrl implementation (but excluding costs of consulting services).