Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698082247520.pdf (Sierra Leone)
i .-j1 I EXECUTTON \/ERSION INITIAL ENGAGEMENT GRANT AGREEMENT BETWEEN THE MILLENNIUNI CHALLENGE CORPORATION Ar*D THE GOVERNMENT OF THE REPUBLIC OF SIERRA LEONE ACTING THROUCH THE MINISTRY OF FINANCE FOR THE DEVELOPMENT OF A MILLENNIUM CHALLENGE COMPACT Dated as of April 8,2021 f .
{.l':' t * SIERRA LEoNf, - INITIAL ENCAGEMf,NT CRANT AGREE]TtENT 1]XECUTION vERSIOT' INITIAL ENGAGEMENT GRANT AGREEMENT This IMTIAL ENGAGEMENT GRANT AGREEMENT (this "Ageemenl'), dated as of April 8, 2021, is made between the Millennium Challenge Corporation, a United States Govemment corpontion ("MCC'), and the Govemment of the Republic of Sierra Leone, acting through the Ministry of Finance (the " Governmenl").
The Government and MCC are referred to herein as the "Partias" and each, indivi dually, a "Party."
RECITALS WHEREAS, the Board of Directors of MCC has determined that the Republic of Sierra I*one ("Siena Leone") is eligible for assistance from MCC, and the Parties are seeking to enter into a Millennium Challenge Compact to advance economic growth and poverty reduction in Sierra Leone (a "Ca mpocf'); WHEREAS, the Government is required to retain technical expertise for the purpose of facilitating the development ofa proposal for compact; WHEREAS, the Parties wish to facilitate the development and implementation of a Compact by providing funds to assemble a team (the "Compact Development Team") lhat shall be responsible for the management ofthe compact development process (lhe 'Obiectivd'); and WHEREAS, MCC wishes to make a grant to the Government to support such activities under the authority of Section 609(9) ofthe Millennium Challenge Act of2003, as amended (the "MCA Acl'); NOW, THEREFORE, the Parties hereby agree as follows: ARTICLE 1.
MCC GRANT Section l.l MCC Grant.

MCC hereby grants to the Govemment, under the terms of this Agreement, an amount not to exceed Seven Hundred and Fifty Thousand United States Dollars (US$750,000) (th e " Granf') to fwrd certain costs associated with engaging the Compact Development Team, on a reimbursable basis, as described in more detail in Annex I (the *Eligible Costs").

Section 1.2 Budeet.

The Grant funding shatl be allocated among the Eligible Costs as generally described in Annex II.
Section 1.3 Term.

Unless otherwise agreed in writing between the Parties, this Agreement shall terminate on the earlier of (a) the date on which the Grant has been disbursed and fully expended and final payment has been made in accordance with this Agreement, and (b) the date on which either Party terminates this Agreement in accordance with Section 3.2.

2 SIERRA LEoNE.

INmAL ENGAGEMENT GRANT AGREEMENT EXECUTION VERSION ARTICLE 2.
IMPLEMENTATION AND DISBURSEMENT OF GRANT FUNDING Section2.l Reimburcement Requesl Process (a) Reimbursement Requests.

The Government may request a disbursement of the Grant for reimbursement of Eligible Costs (each, a "Reirz burcement") by sttbmitting a written request and certification to MCC substantially in the form of Annex III (each, a,.Reqaest,), d]uly completed, at least ten (10) business days prior to the requested date of payment (or such other period of time as may be agreed by MCC).
Unless otherwise agreed by MCC, the Government may submit only one Request for each month (such month, or any other period of time as agreed by MCC, the " Periot'); provided that MCC and the Govemment agree that more than one Request may be submitted at a time.

(b) Aooroval ofRequest: Release ofGrant Fundins.

Subject to MCC's approval ofa Request, the proceeds ofthe Reimbursement approved thereunder may be transferred to the account designated by the Govemment to receive such funding.
Section 2.2 Govemment Resources.

The Govemment agrees that the Grant is intended to make funds available to expedite the Compact development process, and is not intended to serve as a substitute for Govemment resources.

Accordingly the Govemment shall not reduce the normal and expected resources that it would otherwise receive or budget from sources other than MCC for &e Eligible Costs.

ARTICLE 3.

SPECIAL PROVISIONS Section 3.1 Use ofFunds.


The Govemment acknowled ges and agrees that no Grant funding shall be used for any purpose that would violate United States law or policy (including the MCA Act) as specified in this Agreement or as further notified to the Govemment in writing by MCC or by posting at www.mcc.gov (the "MCC llebsitd').

Section 3.2 Termination and Suspension (a) Each Party may terminate this Agreement without cause in its entirety by giving lhe other Party 30 days' written notice.
(b) MCC may suspend, in whole or in part, provision ofassistance under this Agreement upon giving the Government written notice.

III after 30 days from the date of such notice, MCC determines that the cause or causes for such suspension have not been corrected (if capable ofcure) or still exist, MCC may terminate assistance and provide written notice ofsuch termination to the Govemment.
3 SIERRA LEoNE - INITIAL ENGAGEMENT GRANT ACREEMENT EXECUTION VERSION Section 3.3 Refunds (a) If any Grant funding, or any interest or eamings thereon, is used for any purpose in violation of the terms ofthis Agreement, including any Taxes (as defined in Section 3.4 below) paid contrary to the requirements of Section 3.4, then MCC may require the Govemment to repay to MCC in U.S.
Dollars the value of the misused portion or to reimburse for any Taxes paid in violation hereofofthe Grant, inlerest, eamings, or asset within 30 days of MCC providing notice to the Govemment ofthe necessary refund of misused funds or reimbursement for Taxes paid.

If the Govemment fails to pay any amount under this Agreement when due, interest shall be paid on such unpaid amount.
Interest shall accrue on such unpaid amount at a rate equal to the then current US Treasury Current Value ofFunds Rate, calculated on a daily basis and a 360-day year from the due date ofsuch payment until such amount is paid in full.

Any such payment shall first be credited against interest due, and once the interest due amount is extinguished, then payments shall be credited against outstanding principal.
The Govemment shall not use any Grant funding, proceeds thereof, any other funds received from MCC, or any assets acquired witb Grant funding or with any such other funds to make such payment.
(b) Notwithstanding any other provision in this Agreement or any other agreement to the contrary, MCC's right under this Section 3.3 for a refund shall continue during the term of this Agreement and for a period of(i) five years thereafter or (ii) one (l) year after MCC receives actual knowledge of such violation, whichever is later.

Section 3.4 Taxes.
Section 3.4 Taxes.

Unless the Parties otherwise specifically aglee in writing, and subject to the provisions of this Section 3.4, the Grant shall not be used for the payment ofany existing or futue taxes, duties, levies, contributions or other similar charges ("Taxes") ofor in Sierra Leone (including any such Taxes imposed by a national, regional, local or other govemmental or taxing authority of or in Sierra Leone).
The Parties acknowledge and agree that the foregoing includes, inter alia, vahrc added and other transfer taxes, profit and income taxes, property, stamp duty and ad valorem taxes, import and export duties and taxes (including for goods imported and re- exported for personal use).

withholding taxes, payroll taxes, and social security and social insurance contributions.
Unless otherwise agreed in writing by the Parties, the provisions of this Section shall not apply to income Taxes on and contributions with respect to individuals or legal persons who are nationals of Sierra Leone and individuals who are permanent residents in Sierra Leone, provided tha, such Taxes and contributions are not discriminatory and are generally applicable to all nationals in Sierra Leone.

Section 3.5 Reports.


The Govemment shall provide to MCC within 30 days of a written request by MCC, or as otherwise agreed by MCC and the Govemment in writing, such other reports or documents as MCC may request from time to time in connection with any Eligible Costs or Reimbursement.

(a) Government Books and Records.


The Govemment shall maintain accounting books, records, documents and other evidence relating to this Agreement adequate to show to MCC's satisfaction the use ofall Grant funding (collectively, the "Records").
Records must be maintained for at least five years after the end of the term of this Agreement or for such longer period, if any, required to resolve any litigation, claims or audit findings or any statutory 4 SIERRA LEoNE.INITIAL ENGACEMENTGRANTAGREEMENT requirements.

The Govemment shall fumish or cause to be fumished to MCC upon MCC's request all such Records.

EXECUTION VERSION (b) Access Audits.
Upon MCC's request, the Govemment at all reasonable times shall permit, or cause to be permitted, authorized representatives ofMCC, an authorized Inspector General of MCC, the United States Govemment Accountabiliry Office, any auditor responsible for an audit contemplated herein or otherwise conducted in furtherance ofthis Agreement, and any agents or representatives engaged by MCC or the Government to conduct any assessment, review or evaluation ofthe Activities, the opportunity to audit, review, evaluate or inspect facilities, assets, and activities fi.rnded in whole or in parr by MCC.
Any audit conducted in connection with this Agreement or any transaction contemplated hereby shall be prepared in accordance with the "Guidelines for Financial Audits" provided by MCC or posted on the MCC Website.

ARTICLE 4.

GENERAL Section 4.1 Govemin Law tations (a) This Agreement shall be govemed by and construed in accordance with the laws ofthe State ofNew York, without giving effect to any conflict oflaw principles.
(b) Any dispute with regard to this Agreement shall be resolved between the parties through consultations.

(c) In matters arising under or relating to this Agreement, neither party shall be deemed to have submifted to the jurisdiction ofthe courts ofor in the State ofNew York or any other court orjudicial body.

Section 4.2 Representatives.


For all purposes relevant to this Agreement, the Govemment shall be represented by the individual holding the position of, or acting as, Minister ofFinance, and MCC shall be represenled by the individual holding the position of, or acting as, the Vice President for Compact Operations (each ofthe foregoing, a "Principal Representalive").
Each Principal Representative may, by written notice to the other Party, designate one or more additional representatives (each an"Addirionol Representativd') for all purposes other than signing amendments to this Agreement.

MCC hereby appoints the individual hotding the position of, or acting as, the Deputy Vice President for Africa.

A Party may change its Principal Representative to a new representative ofequivalent or higher rank upon written notice to the other Party.

Section 4.3 Communications.


Any document or communication required or submitted by either Party to the other rmder this Agreement must be submitted in writing and, except as otherwise agreed with MCC, in English to such Party's Principal Representative, and, if applicable, to such Party's Additional Representative(s), at such address as may be provided fiom time to time.

5 SIERRA LEoNE - INITIAL ENGAGEMENT GRANT AGREEMENT EXECLI-IO\ \'ERSIO\ Section 4.4 Countemarts.
Except as the Parties may otherwise agree in writing from time to time, this Agreement and any related notice, certificate, instrument' agreement' or other document rnay be executed using counterpart signatures and, each when so executed and delivered, shall be an original instrument, but such counterparts together shall constitute a single agreement- A sigrrature delivered by facsimile or electronic mail shall be deemed an original sigrature, and thi Parties hereby waive any objection to such signature or to the validity ofthe unlertying related notice, certificate, instnrment, agreement or other document on the basis of the signature's legal effect, vatidity or enforceability solely because it is in facsimile or electronic form.
Such signature shall be accepted by the receiving Party as an original signature and shall be binding on the Party delivering such signature.

Section 4.5 Relationship Between the Parties.

Nothing in this Agreement shall be construed to constitule or create a partnership, agency relationship, joint venture or equity or similar interest between the Parties.

Neither Party has the power or authority to act on behalfofthe other Party, except as expressly authorized by the other Party in writing.
Section 4.6 No Assurance of Future Assistance.

Nothing contained in this Ageement shall be construed as creating an obligation on the part of MCC to provide any further funding or assistance other than the Grant, including without limitation the provision ofany funding for the Compact or any other project or program in Sierra Leone.

Section 4.7 Amendment.

This Agreement may be amended or modified by written agreement of the Parties.

Section 4.8 Severabilitv.


If one or more provisions of this Agreement is held to be unenforceable, such provision(s) shall be excluded from this Agreement and the balance ofthis Agreement shall be interpreted as ifsuch provision(s) were so excluded and shall be enforceable in accordance with its terms.

Section 4.9 Survival.

The Government's obligations under Article 3 survive the expiration, suspension or termination of this Agreement.

Section 4. t 0 References to MCC Website.


Each reference in this Agreement, or any other agreement entered into in connection with this Agreement, to a document or information available on, or notified by posting on, the MCC Website shall be deemed a reference to such document or information as updated or substituted on the MCC Website from time to time.

Section 4.1 I Entire Aereement.


This Agreement, including any annexes hereto, shall constitute the entire agreement of lhe Parties with respect to the subject matter hereofand the transactions contemplated hereby, superseding and extinguishing all prior agreements, understandings, negotiations and representations and warranties, whether oral or written, relating to the subject matter hereof.
IN WITNESS WHEREOF, MCC and the Government, each acting tkough its duly authorized representative, have caused this Agreement to be executed in their names and delivered as ofthe date first written above.

This Agreement shall become effective on and as of the date the Agreement is executed by the Parties.

6 SIERRA LEoNE - INITIAL ENGACEMENT GRANT ACREEMENT MILLENNIUM CHALLENGE CORPORATION THE GOVERNMENT OF SIERRA LEONE, ACTING THROUGH THE MINISTRY OF F]NANCE EXECUTION VERSION %i_--.
Name: Kyeh Kim Title: Principal Deputy Vice President Name: Jacob Title: Minster of Finance Dale: Date: 7 SIERRA LEoNE.

INITIAL ENGACEMENT GRANT AGREEMENT EXECUTION YERSIOT.- ANNEX I DESCRIPTION OF THE ASSISTANCE Unless the Parties otherwise agree in writing, the assistance provided hereunder shall be utilized to reimburse the Govemment for the Eligible Costs described in this Annex I.

Compact Development Team Staffing and Administration.
In furtherance ofthe preparation and development ofthe proposed Compact, the Grant shall reimburse the Govemment for the payment of salaries, benefits and related costs of the Compact Development Team for a specified term, as described in this Agreement.
Eligible Costs shall be subject to MCC's determination that such cosls are reasonable, allowable and allocable, all as set forth in MCC Cost Principlesfor Government Afliffales as such may be posted on the MCC Website from time to time (the "Cost Principles").
The Grant shall support salary, benefits, and related costs for the following members of the Compact Development Team, consistent with the timeframes for eligibility set forth below and in each case only upon signature ofa corresponding employment agreement (or similar instrument) with such member of the Compact Development Team; provided that no Grant funding will be available to support salary, benefits, or related costs for any member ofthe Compact Development Team for any period during which such individual has a valid contract with, and is employed by' the Govemment entity (referred to as MCCU) responsible for implementing the MCC-funded threshold program in Sierra Leone.
For the avoidance of doubt, the positions identified below may be full or part-time depending on the needs of compact development, in each case subject to MCC prior written agreement.

In addition, the Parties anticipate that the need for certain positions may increase progressively during the course ofcompact development, such that positions may be part-time initially and laterbecome full-time.
Regardless, Grant support for any position identified below will be limited to the percentage of time spent by such member of the Compact Development Team on compact development matters.
Timing for Eligibility for Reimbursement Upon signing ofthis Agreement Compact Development Team Member National Coordinator Economist I Economist 2 Social and Gender Specialist Private Sector Development Specialist Stakeholder Engagement/Outreach/Consultation Lead Environmental and Social Performance Specialist ANNEX I - I SIERRA LEoNE.INTTIALENGAGEMENTGRANTACREEMENT L EXECUTION VERSIOn- After the binding constraints have been agreed to by the Parties Monitoring and Evaluation lpgcialist One or more sector leads, to b€ determined by mutual agreement of the Parties Finance Manager Procurement Manager Legal Counsel Each Request shall include the followingr: l. completed timesheets (in the form provided by MCC) for each reimbursement period signed by each relevant member of the Compact Development Team and approved by [authorized official].
2.

Completed and signed Request Form summarizing Eligible Costs to be reimbursed and "certified" by the Govemment as true and correct.

3.

Government's banking information for the reimbursement (Bank name, account number, routing information (IBAN/SWIFT, elc.

), currency for remittance (local currency).

4.

Grant Reference: Payments for compact Development Team salaries and benefits shatl be made by in accordance with Section 2.1 of this Agreement.
Prior to the initial reimbursement request for a particular Compact Development Team member's salary, the Govemment shall have submitted to MCC: (i) a copy of the Compact Development Team member's fully executed employment agreement (or similar instrument), including a clear indication ofthe salary ofthe employee and the start date of his/her employment; and (ii) a curriculum vitae of that employee.
Each such employee shall be properly qualified to perform the tasks set forth in the applicable employment agreement, and salary shall be consistenl with the Cost Principles.

The determination regarding proper qualifications and compliance with the Cost Principles shall be made in MCC's solc discrction.
I Note that ifany members ofthe Compact Development Team are contracted through a deliverables-based, consultant contr"act (or similar instrument), each Request must include sufficient documentation ofthe Govemment's acceptance ofsuch deliverables for MCC to assess and rcimburse the Governm€nt for such amounts.

ANNEX I - 2 SIERRA LEoNE.

INITIAL ENGAGEMENT GRAI.
{T AGREEMENT EXECU'[ION VERSION ANNEX II BUDGET Activity Budget (us$) Compact Development Team Salaries (Reimbursement) uss 7s0,000 Total Estimated MCC Contribution us$ 750,000 ANNEX II - I SIERRA LEONE.INITIALENCACEMENTGRANTACREEMENT T L EXECUTION VERSION ANNEX II I: Form of Request ILetterhead of Relevant Ministry/Compact Development Team] Reference is made to the Initial Engagement Grant Agreement between the Republic of Sierra Leone, acting through the Ministry ofFinance (the "Governmenf'), and,the Millennium Challenge Corporation, a United States Govemment corporation (*MCC'), dated as of April 8, 2021 (the "Agreemenl')- Capitalized terms used but not defined herein shall have the meanings given such terms in the Agreement.
[I][We], the undenigned, as [Government official(s)], punuant to Section 2.1 ofthe Agreement, hereby submit this Request and certif[ies][y] as follows: (a) the below is a true and correct statement of the houn worked by the associated member of the Compact Development Team, for which the Govemment requests reimbursement: Name Title Date Paid Gross Amount Paid (specify local curTency paid) Ineligible Taxes or Other Costs included in Gross Amount Amount Requested for Reimbursement by MCC (speciff local currency) (b) Attached hereto is a true and correct copy of each such Compact Development Team member's timesheet; (c) The Compact Development'l'eam member's timesheet rellects only that time dedicated to the compact development process; (d) No material default or breach ofany covenant, obligation or responsibility by the Government has occurred and is continuing under the Agreement; (e) Eligible Costs to be reimbursed under this Request shall not violate any applicable law or regulation; and (f) No act, omission, condition, or event has occurred that would be the basis for MCC to suspend or terminate, in whole or in part, the Agreement in accordance with Section 3 ofthe Agreement.
ISignature] Printed/Typed Name: Title: Minister of I Remit to: Account Name: Account Number: l ANNEX III - I SIERRA LEONE.

INITIAL ENOAGEMENT GRANT AGREEMENT Bank Name: SWIFT Code: For the Credit of: EXECUTION VERSION ANNEX III - 2 SIERRA LEONE.

INITIAL ENGAGEMENT GRANT ACREEMENT