CREDIT A NUMBER 7373-SN (PBA-SML) CREDIT B NUMBER 7372-SN (PBA-regular) CREDIT NUMBER 6889-SN (amendment) Project Agreement (Additional Financing for the Stormwater Management and Climate Change Adaptation Project 2) between INTERNATIONAL DEVELOPMENT ASSOCIATION and AGENCE DE DÉVELOPPEMENT MUNICIPAL (ADM) CREDIT A NUMBER 7373-SN (PBA-SML) CREDIT B NUMBER 7372-SN (PBA-regular) CREDIT NUMBER 6889-SN (amendment) PROJECT AGREEMENT AGREEMENT between INTERNATIONAL DEVELOPMENT ASSOCIATION (“Association”) and AGENCE DE DÉVELOPPEMENT MUNICIPA (ADM) (“Project Implementing Entity”) (“Project Agreement”) in connection with the Financing Agreement (“Financing Agreement”) of the Signature Date between the REPUBLIC OF SENEGAL (“Recipient) and the Association, concerning Credit (A) No. 7373-SN and Credit (B) No. 7372- SN, and amending the Original Financing Agreement. The Association and the Project Implementing Entity hereby agree as follows: ARTICLE I — GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to the Financing 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 Financing Agreement or the General Conditions. ARTICLE II — PROJECT 2.01. The Project Implementing Entity declares its commitment to the objectives of the Project. To this end, the Project Implementing Entity shall carry out the Project in accordance with the provisions of Article V of the General Conditions and the Schedule to this Agreement, and shall provide promptly as needed, the funds, facilities, services and other resources required for the Project. ARTICLE III — TERMINATION 3.01. For purposes of Section 10.05 (c) of the General Conditions, the date on which the provisions of this Agreement shall terminate is twenty (20) years after the Signature Date. ARTICLE IV — REPRESENTATIVE; ADDRESSES 4.01. The Project Implementing Entity’s Representative is general director. 4.02. For purposes of Section 11.01 of the General Conditions: (a) the Association’s address is: International Development Association 1818 H Street, NW Washington, DC 20433 United States of America; and -2- (b) the Association’s Electronic Address is: Telex: Facsimile: E-mail: 248423(MCI) or 1-202-477-6391 worldbank- senegal@worldbank.org 4.03. For purposes of Section 11.01 of the General Conditions: (a) the Project Implementing Entity’s address is: 5 Avenue Carde   Immeuble Carde Rénovation  3ème étage   BP 6783   Dakar  Republic of Senegal; and (b) the Project Implementing Entity’s Electronic Address is: Facsimile: E-mail: +221 33 842 2576 contact@adm.gouv.sn -3- AGREED as of the later of the two dates written below. INTERNATIONAL DEVELOPMENT ASSOCIATION By _____________________________________/ Authorized Representative Fatou Fall Samba Name: _______________________________/ Acting Country Director Title: ______________________________/ 09-Aug-2023 Date: ______________________________/ AGENCE DE DÉVELOPPEMENT MUNICIPAL By ____________________________________/ps2/ Authorized Representative Gueye Baye Oumy Name: _____________________________/pn2/ X Title: _____________________________/pt2/ 11-Jan-2024 Date: ____________________________/pd2/ -4- SCHEDULE Execution of the Project Section I. Implementation Arrangements A. Institutional Arrangements 1. Project Implementation Unit. To ensure prompt and efficient implementation of the Project, the Project Implementing Entity shall: (a) be responsible for the overall coordination and implementation for the Project, including fiduciary and technical responsibility for the Project; (b) provide secretariat to both the PSC and the PTC; (c) maintain a team of staff and consultants as needed (collectively referred to as the “Project Implementation Unit”) at all times during Project implementation, with terms of reference, staff (in adequate number) and resources, all acceptable to the Association. Without limitation to the foregoing provision, the Project Implementation Unit shall include at minimum the following key staff and consultants, each with terms of reference, qualification and experience acceptable to the Association: a Project coordinator, a procurement specialist, a financial management specialist, an accountant, environmental and social safeguard specialists as specified in the ESCP, an hydraulic engineer, an urban development specialist, a monitoring and evaluation specialist, a civil engineer; a geographic information system and database management expert and the team for social facilitation described in the Project Implementation Manual. 2. Agreement with ONAS. In order to facilitate the carrying out of the activities included under Part 2.2 of the Project, the Project Implementing Entity shall maintain the ONAS Memorandum of Understanding, with terms and conditions satisfactory to the Association. Except as the Association shall otherwise agree, the Project Implementing Entity shall not assign, amend, abrogate or waive the ONAS Memorandum of Understanding or any of its provisions. 3. Municipality Agreements. To facilitate the carrying out of Part 1 of the Project, the Project Implementing Entity shall maintain Municipality Agreements with Targeted Municipalities, in accordance with the provisions of the Original Financing Agreement. B. Environmental and Social Standards 1. The Project Implementing Entity shall ensure that the Project is carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Association. 2. Without limitation upon paragraph 1 above, the Project Implementing Entity shall ensure that the Project is implemented in accordance with the Environmental and Social Commitment Plan (“ESCP”), in a manner acceptable to the Association. To this end, the Project Implementing Entity shall ensure that: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, and provided in the ESCP; -5- (b) sufficient funds are available to cover the costs of implementing the ESCP; (c) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the ESCP, as provided in the ESCP; and (d) the ESCP, or any provision thereof, is not amended, repealed, suspended or waived, except as the Association shall otherwise agree in writing, as specified in the ESCP, and ensure that the revised ESCP is disclosed promptly thereafter. 3. In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shall prevail. 4. The Project Implementing Entity shall ensure that: (a) all measures necessary are taken to collect, compile, and furnish to the Association through regular reports, with the frequency specified in the ESCP, and promptly in a separate report or reports, if so requested by the Association, information on the status of compliance with the ESCP and the environmental and social instruments referred to therein, all such reports in form and substance acceptable to the Association, setting out, inter alia: (i) the status of implementation of the ESCP; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (iii) corrective and preventive measures taken or required to be taken to address such conditions; and (b) the Association is promptly notified 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 the environment, the affected communities, the public or workers, in accordance with the ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. 5. The Project Implementing Entity shall establish, publicize, maintain and operate an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of Project-affected people, and take all measures necessary and appropriate to resolve, or facilitate the resolution of, such concerns and grievances, in a manner acceptable to the Association. 6. The Project Implementing Entity shall ensure that all bidding documents and contracts for civil works under the Project include the obligation of contractors, subcontractors and supervising entities to: (a) comply with the relevant aspects of ESCP and the environmental and social instruments referred to therein; and (b) adopt and enforce codes of conduct that should be provided to and signed by all workers, detailing measures to address environmental, social, health and safety risks, and the risks of sexual exploitation and abuse, sexual harassment and violence against children, all as applicable to such civil works commissioned or carried out pursuant to said contracts. -6- C. Annual Work Plan and Budget 1. The Project Implementing Entity shall: (a) prepare and furnish to the Recipient and the Association for its approval, not later than December 15 in each Fiscal Year during the implementation of the Project, the proposed annual work plan and budget (including activities for the following Fiscal Year selected in a manner consistent with the phasing principle and timeline included in the Project Implementation Manual, the corresponding expenditures, their sequencing and the source of their financing, including the Financing, the financing extended by the Association under the Original Financing Agreement, Counterpart Funds and any funds which may become available for the financing of the Project), as well as information related to the Project Implementing Entity’s obligations under the ESCP with respect to the activities included in the proposed annual work plan and budget, for the following Fiscal Year; (b) afford the Association a reasonable opportunity to exchange views with the Recipient and the Project Implementing Entity on said proposed annual work plan and budget; and   (c) thereafter ensure that the Project is implemented with due diligence during said following Fiscal Year in accordance with such annual work plan and budget as shall have been approved by the Association (once approved by the Association, the “Annual Work Plan and Budget”).  2. The Project Implementing Entity shall not make or allow to be made any change to the Annual Work Plan and Budget without prior approval in writing by the Association.  C. Project Implementation Manual. 1. (a) Not later than one (1) month after the Effective Date, or any later date agreed upon in writing with the Association, the Project Implementing Entity shall: (a) update its manual for the Original Project (once updated the “Project Implementation Manual”) to take into account the activities under the Project which were not part of the Original Project, including a detailed description of the location of each activity as well as the phasing of their implementation and the obligation to complete all activities under the Original Project prior to July 31, 2026, and include the guidelines needed for the Recipient’s and the Project Implementing Entity’s obligations under this Agreement and the Financing Agreement to be complied with, under terms of reference acceptable to the Association, and furnish to the Recipient and the Association, the Project Implementation Manual for the Project. (b) Without limitation to the generality of the immediately foregoing provision, the Project Implementation Manual shall contain detailed arrangements and procedures for: (i) institutional coordination and day-to-day execution of the Project; (ii) Project budgeting, disbursement and financial management; (iii) procurement; (iv) monitoring, evaluation, reporting and communication; -7- (v) environmental and social aspects; and (vi) such other arrangements and procedures as shall be required for the Project. (c) The Project Implementing Entity shall afford the Recipient and the Association a reasonable opportunity to exchange views with the Project Implementing Entity; and thereafter adopt such Project Implementation Manual as shall have been approved by the Association. 2. The Project Implementing Entity to carry out the Project in accordance with the Project Implementation Manual (provided, however, that in case of any conflict between the Project Implementation Manual and the provisions of this Agreement or the Project Agreement, the provisions this Agreement or the Project Agreement shall prevail). Except as the Association shall otherwise agree in writing, the Project Implementing Entity shall ensure that neither the Project Implementation Manual nor any of its provisions is amended, abrogated or waived without the prior no objection in writing from the Association. G. Operation and Maintenance of Drainage Systems under Part 2 of the Project The Project Implementing Entity shall ensure that, and if and as needed, cause ONAS to ensure, that: (a) no later than six (6) months after the Effective Date or at a later date agreed upon with the Association, a roadmap for the urban sanitation reform, including financing and management mechanisms of urban drainage systems at the national level, has been adopted, in form and manner satisfactory to the Association; (b) throughout Project implementation, adequate and prompt maintenance of the drainage systems financed under the Project is provided, the extent of such maintenance to be discussed and agreed with the Association during Project implementation and reflected in the Project Implementation Manual; and (c) no later than six (6) months upon the completion of civil works on drainage systems under Part 2.1 of the Project and in any event before the Closing Date, responsibility over the operation and maintenance of said systems has been transferred to ONAS, with sustainable financing mechanisms established, in a manner acceptable to the Association, in order to preserve the productive purpose of the Credit. Section II. Project Monitoring, Reporting and Evaluation A. Project Reports. 1. The Project Implementing Entity shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 5.08 (b) of the General Conditions and on the basis of the indicators acceptable to the Association. Each such Project Report shall cover the period of one calendar semester, and shall be furnished to the Recipient not later than one (1) month after the end of the period covered by such report for incorporation and forwarding by the Recipient to the Association of the overall Project Report. -8- 2. The Project Implementing Entity shall provide to the Recipient not later than five (5) months after the Closing Date, for incorporation in the report referred to in Section 5.08(c) of the General Conditions all such information as the Recipient or the Association shall reasonably request for the purposes of such Section. Section IV. Amendment to the Original Project Agreement A. Postponement of deadlines for obligations. Section I.G(a) of the Schedule to the Original Project Agreement is amended to read as follows: “The Project Implementing Entity shall ensure that, and, if and as needed, cause ONAS to ensure, that: (a) no later than six (6) months after the effective date of the financing agreement pursuant to which the Association extended Credit (A) no. 7373-SN and Credit (B) no. 7372-SN to the Recipient, or at a later date agreed upon with the Association, a roadmap for the urban sanitation reform, including financing and management mechanisms of urban drainage systems at the national level, has been adopted, in form and manner satisfactory to the Association;”.