CCEFCF GE-SIDS GRANT NUMBER TF0C3491 Canada Clean Energy and Forest Climate Facility Grant Agreement (Dominica Geothermal Risk Mitigation II Project) between COMMONWEALTH OF DOMINICA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT/INTERNATIONAL DEVELOPMENT ASSOCIATION acting as administrator of Canada Clean Energy and Forest Climate Facility Single-Donor Trust Fund CCEFCF GE-SIDS GRANT NUMBER TF0C3491 CANADA CLEAN ENERGY AND FOREST CLIMATE FACILITY GRANT AGREEMENT AGREEMENT dated as of the Signature Date between COMMONWEALTH OF DOMINICA (“Recipient”) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT/INTERNATIONAL DEVELOPMENT ASSOCIATION (“Bank”), acting as administrator of the Canada Clean Energy and Forest Climate Facility Single-Donor Trust Fund. WHEREAS the Recipient and the International Development Association (“IDA”) intend to enter into a financing agreement (“Financing Agreement”) for the purpose of providing a Financing in the amount of twenty-eight million nine hundred thousand (SDR 28,900,000) to assist in financing Parts 1, 2.1 and 2.3 of the Project, on terms and conditions set forth in the Financing Agreement. NOW THEREFORE, the Recipient and the Bank hereby agree as follows: Article I Standard Conditions; Definitions 1.01. The Standard 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 Standard Conditions or in the Appendix this Agreement. Article II The Project 2.01. The Recipient declares its commitment to the objective of the project described in Schedule 1 to this Agreement (“Project”). To this end, the Recipient shall cause the Project to be carried out by DGDC in accordance with the provisions of Article II of the Standard Conditions, Schedule 2 to this Agreement, the Subsidiary Agreement, and the Project Agreement. -2- Article III The Grant 3.01. The Bank agrees to extend to the Recipient a grant in an amount not to exceed two hundred fifty thousand United States Dollars ($250,000) (“Grant”) to assist in financing the Project. 3.02. The Recipient may withdraw the proceeds of the Grant in accordance with Section III of Schedule 2 to this Agreement. 3.03. The Grant is funded out of the abovementioned trust fund for which the Bank receives periodic contributions from the donor to the trust fund. In accordance with Section 3.02 of the Standard Conditions, the Bank’s payment obligations in connection with this Agreement are limited to the amount of funds made available to it by the donor under the abovementioned trust fund, and the Recipient’s right to withdraw the Grant proceeds is subject to the availability of such funds. Article IV Additional Remedies 4.01. The Additional Events of Suspension referred to in Section 4.02 (k) of the Standard Conditions consists of the following: (a) The Recipient has failed to perform any of its obligations under the Financing Agreement and/or DGDC has failed to perform any obligation under the Project Agreement or the Subsidiary Agreement. (b) DGDC’s Legal Framework shall have been amended, suspended, abrogated, repealed, waived or not complied with so as to affect materially and adversely, in the opinion of the Bank, the ability of the DGDC to perform any of its obligations under the Project Agreement or the Subsidiary Agreement. (c) The Geothermal Resources Concession Agreement and/or the Power Purchase Agreement and/or the Operations, Maintenance and Lease Agreement shall have been amended, suspended, abrogated, repealed, waived or not complied with so as to affect materially and adversely, in the opinion of the Bank, the ability of the Recipient to perform any of its obligations under the Financing Agreement or the DGDC to perform any of its obligations under the Project Agreement or the Subsidiary Agreement. -3- Article V Effectiveness; Termination 5.01. This Agreement shall not become effective until evidence satisfactory to the Bank has been furnished to the Bank that the conditions specified below have been satisfied: (a) The execution and delivery of this Agreement on behalf of the Recipient has been duly authorized or ratified by all necessary governmental and corporate action; and (b) the Financing Agreement has been executed and delivered and all conditions precedent to its effectiveness (other than the effectiveness of this Agreement) have been fulfilled in a manner acceptable to the Bank. 5.02. As part of the evidence to be furnished pursuant to Section 5.01 (a), there shall be furnished to the Bank an opinion or opinions satisfactory to the Bank of counsel acceptable to the Bank or, if the Bank so requests, a certificate satisfactory to the Bank of a competent official of the Member Country, showing on behalf of the Recipient, that this Agreement has been duly authorized or ratified by, and executed and delivered on its behalf and is legally binding upon it in accordance with its terms. 5.03. Except as the Recipient and the Bank shall otherwise agree, this Agreement shall enter into effect on the date upon which the Bank dispatches to the Recipient notice of its acceptance of the evidence required pursuant to Section 5.01 (“Effective Date”). If, before the Effective Date, any event has occurred which would have entitled the Bank to suspend the right of the Recipient to make withdrawals from the Grant Account if this Agreement had been effective, the Bank may postpone the dispatch of the notice referred to in this Section until such event (or events) has (or have) ceased to exist. 5.04. Termination for Failure to Become Effective. This Agreement and all obligations of the parties under it shall terminate if it has not entered into effect by the date one hundred twenty (120) days after the Signature Date, unless the Bank, after consideration of the reasons for the delay, establishes a later date for the purpose of this Section. The Bank shall promptly notify the Recipient of such later date. Article VI Recipient’s Representative; Addresses 6.01. The Recipient’s Representative referred to in Section 7.02 of the Standard Conditions is the Minister with responsibility for finance. -4- 6.02. For purposes of Section 7.01 of the Standard Conditions: (a) the Recipient’s address is: Ministry for Finance Financial Centre Kennedy Avenue, Roseau Commonwealth of Dominica; and (b) the Recipient’s Electronic Address is: Facsimile: E-mail: 1-767-448-0054 financialsecretary@dominica.gov.dm 6.03. For purposes of Section 7.01 of the Standard Conditions: (a) the Bank’s address is: International Bank for Reconstruction and Development/International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Bank’s Electronic Address is: Telex: Facsimile: E-mail 248423 (MCI) or 1-202-477-6391 lburunciuc@worldbank.org 64145 (MCI) -5- AGREED as of the Signature Date. COMMONWEALTH OF DOMINICA By __________________________________________ Authorized Representative Minister Irving McIntyre Name: ____________________________________ Title: ____________________________________ Minister for Finance,Economic Development, Climat 04-Jun-2024 Date: ____________________________________ INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT/ INTERNATIONAL DEVELOPMENT ASSOCIATION acting as administrator of the Canada Clean Energy and Forest Climate Facility Single-Donor Trust Fund By __________________________________________ Authorized Representative Lilia Burunciuc Name: _____________________________________ Title: _____________________________________ Country Director 01-Feb-2024 Date: _____________________________________ -6- SCHEDULE 1 Project Description The objective of the Project is to integrate geothermal electricity capacity and strengthen the resilience of the national grid in the Recipient’s territory. The Project consists of the parts described in Schedule 1 to the Financing Agreement. -7- SCHEDULE 2 Project Execution Section I. Institutional and Other Arrangements Section I (Implementation Arrangements) of Schedule 2 to the Financing Agreement is hereby incorporated by reference and shall apply, mutatis mutandis, to this Agreement, and the Recipient undertakes to comply with the provisions thereof to the same extent as if such provisions had been set out in full in this Agreement, provided that for the purposes of this Agreement the references to the “Association” in said Sections shall be construed as references to the Bank. Section II. Project Monitoring, Reporting and Evaluation The Recipient shall cause DGDC to ensure that each Project Report is furnished to the Bank not later than forty-five (45) days after the end of each calendar semester, covering the calendar semester. Section III. Withdrawal of Grant Proceeds A. General 1. The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of: (a) Article III of the Standard Conditions; and (b) this Section; to finance Eligible Expenditures in the amount allocated and, if applicable, up to the percentage set forth against Category (1) of the following table. Percentage of Amount of the Expenditures to be Category Grant Allocated Financed (expressed in USD) (inclusive of Taxes) (1) Goods, non-consulting services, consulting services, Scholarships, 250,000 100% Stipends and Training under Part 2.2 of the Project TOTAL AMOUNT 250,000 -8- B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section no withdrawal shall be made for payments made prior to the Signature Date. 2. The Closing Date is February 28, 2029. -9- APPENDIX Definitions 1. “Anti-Corruption Guidelines” means, for purposes of paragraph 2 of the Appendix to the Standard 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 2011 and as of July 1, 2016. 2. “Category” means a category set forth in the table in Section III.A of Schedule 2 to this Agreement. 3. “DGDC” means Dominica Geothermal Development Company Limited, a company wholly owned by the Recipient, established and incorporated in accordance with the DGDC’s Legal Framework, or any successor thereto acceptable to the Bank. DGDC is the Project Implementing Entity. 4. “DGDC’s Legal Framework” means the Recipient’s Companies Act of 1994. 5. “Eligible Beneficiary” means a female student selected in accordance with the eligibility criteria detailed in the Project Operations Manual for benefiting of any activity under Part 2.2 of the Project, including, inter alia, for benefiting of a Scholarship or a Stipend. 6. “Financing Agreement” means the financing agreement for the Project between the Recipient and IDA, dated the same date as this Agreement, as such financing agreement may be amended from time to time. “Financing Agreement” includes all appendices, schedules and agreements supplemental to the Financing Agreement. 7. “Geothermal Resources Concession Agreement” means the agreement defined under paragraph 17 of the Appendix to the Financing Agreement. 8. “Grant” means the grant provided by the Bank to the Recipient in accordance with Section 3.01 of this Agreement. 9. “Operations, Maintenance and Lease Agreement” means the agreement defined under paragraph 25 of the Appendix to the Financing Agreement. 10. “Power Purchase Agreement” means the agreement defined under paragraph 27 of the Appendix to the Financing Agreement. 11. “Procurement Regulations” means, for purposes of paragraph 20 of the Appendix to the Standard Conditions, the “World Bank Procurement Regulations for IPF Borrowers”, dated September 2023. - 10 - 12. “Project Agreement” means the agreement between the Bank and the Project Implementing Entity relating to the implementation of the Project, as such agreement may be amended from time to time. “Project Agreement” includes the Standard Conditions as applied to the Project Agreement, and all appendices, schedules and agreements supplemental to the Project Agreement. 13. “Project Implementing Entity” means DGDC. 14. “Scholarship” means a grant to be made out of the proceeds of the Grant to an Eligible Participant of up to an average amount of USD 3,500 per year and up to three (3) years per Eligible Beneficiary (as said amount and period may be revised from time to time by agreement among the Recipient, DGDC and the Bank and reflected in the Project Operations Manual), to finance tuition fees, accommodation and travel costs of an Eligible Beneficiary who is enrolled in an electrical, civil, mechanical or similar engineering program, all in accordance with the criteria set forth in the Project Operations Manual. 15. “Signature Date” means the later of the two dates on which the Recipient and the Bank signed this Agreement and such definition applies to all references to “the date of the Grant Agreement” in the Standard Conditions. 16. “Standard Conditions” means the “International Bank for Reconstruction and Development and International Development Association Standard Conditions for Grant Financing Made by the Bank out of Trust Funds,” dated February 25, 2019. 17. “Stipend” means a payment to be made out of the proceeds of the Grant to an Eligible Beneficiary of up to an average amount of USD 3,000 per year and up to three (3) years per Eligible Beneficiary (as said amount and period may be revised from time to time by agreement among the Recipient, DGDC and the Bank and reflected in the Project Operations Manual) in connection with her participation in an apprenticeship under Part 2.2 of the Project, all in accordance with the criteria set forth in the Project Operations Manual. 18. “Subsidiary Agreement” means the agreement defined under paragraph 36 of the Appendix to the Financing Agreement, to be signed between the Recipient and DGDC setting forth the respective obligations of the Recipient and the DGDC with respect to the Project. 19. “Training” means the reasonable expenditures, as shall have been approved by the Bank, for training and workshops, conducted under the Project, including tuition, travel and subsistence costs for training participants, rental of training and workshop facilities, preparation and reproduction of training materials.