CREDIT (IDA/PORTION A) NUMBER 6553-SN CREDIT (SUF/PORTION B) NUMBER 6552-SN Financing Agreement (Senegal Municipal Solid Waste Management Project - PROMOGED) between The Republic of Senegal and INTERNATIONAL DEVELOPMENT ASSOCIATION CREDIT (IDA/PORTION A) NUMBER 6553-SN CREDIT (SUF/PORTION B) NUMBER 6552-SN FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between REPUBLIC OF SENEGAL ("Recipient") and INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association"). (A) WHEREAS, the Co-financiers intend to provide Co-financing in the amount of Ninety million Euros (EUR 90,000,000), with AFD providing Forty million Euros (EUR 40,000,000) and AECID providing Fifty million Euros (EUR 50,000.000), to the Recipient through Co-financing Agreements to assist in the financing of Part 1 (2), Part 11 and Part Ill of the Project described in Schedule I to this Agreement, and (B) WHEREAS, the Association has agreed, on the basis, inter alia, of the foregoing to extend a Credit to the Recipient upon the terms and conditions set forth in this Agreement, The Recipient and the Association hereby agree as follows: ARTICLE I - GENERAL 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 General Conditions or in the Appendix to this Agreement. ARTICLE II - FINANCING 2.01. The Association agrees to extend to the Recipient a credit in two portions, collectively referred to as variously the ("Credit") or ("Financing"), to assist in financing the project described in Schedule I to this Agreement ("Project"). namely: (a) a first portion, which is deemed as Concessional Financing for purposes of the General Conditions, in the amount of Ten Million Nine Hundred Thousand Euros (EUR 10,900.000) ("Portion A of the Credit"): and (b) a second portion, which is deemed as Non-concessional Financing for purposes of the General Conditions, in the amount of One Hundred Million Five Hundred Thousand Euros (EUR 100,500,000), ("Portion B of the Credit"). -2- 2.02. The Recipient may withdraw the proceeds of the Credit in accordance with Section III of Schedule 2 to this Agreement. 2.03. The financial terms applicable to Portion A of the Credit are as follows: (a) The Maximum Commitment Charge Rate is one-half of one percent (1/2 of 1%) per annum on the Unwithdrawn Balance of Portion A of the Credit. (b) The Service Charge is the greater of: (a) the sum of three-fourths of one percent (3/4 of 1%) per annum plus the Basis Adjustment to the Service Charge; and (b) three-fourths of one percent (3/4 of 1%) per annum; on the Withdrawn Balance of Portion A of the Credit. (c) The Payment Dates are March 15 and September 15 in each year. (d) The principal amount of Portion A of the Credit shall be repaid in accordance with the repayment schedule set forth in Schedule 3 (A) to this Agreement. (e) The Payment Currency is Euro. 2,04. The financial terms applicable to Portion B of the Credit are as follows: (a) The Front-end Fee is one quarter of one percent (% of 1%) of the amount for Portion B of the Credit. (b) The Commitment Charge is one-quarter of one percent (1/4 of 1%) per annum on the Unwithdrawn Balance of Portion B of the Credit. (c) The Interest Charge is the Reference Rate plus the Fixed Spread or such rate as may apply following a Conversion subject to Section 3.09 (e) of the General Conditions. (d) The Payment Dates are March 15 and September 15 in each year. (e) The principal amount of Portion B of the Credit shall be repaid in accordance with Schedule 3 (B) to this Agreement. ARTICLE III - PROJECT 3.01. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project in accordance with the provisions of Article V of the General Conditions and Schedule 2 to this Agreement. -a- ARTICLE IV - REMEDIES OF THE ASSOCIATION 4.01. The Additional Events of Suspension consist of the following: (a) Subject to paragraph 4.01 (b) below, the right ofthe Recipient to withdraw the proceeds of any financing made to the Recipient shall have been suspended. canceled or tenrinated in whole or in part, pursuant to the terms of the Co-financing Agreements. (b) Paragraph 4.01 (a) above shall not apply if the Recipient establishes to the satisfaction of the Association that: (A) such suspension, cancellation, or termination is not caused by the failure of the Recipient to perform any of its obligations under the Co-financing Agreements; and (B) adequate funds are available to the Recipient from other sources on terms and conditions consistent with the obligations of the Recipient under this Agreement. 4.02. The Co-financing Deadline for the effectiveness of the Co-financing Agreement is six (6) months from the Effective Date of this Agreement. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Effectiveness Deadline is the date one hundred and twenty (120) days after the Signature Date. 5.02. For purposes of Section 10.05 (b) of the General Conditions, the date on which the obligations of the Recipient under this Agreement (other than those providing for payment obligations) shall terminate is twenty (20) years after the Signature Date. -4- ARTICLE VI- REPRESENTATIVE; ADDRESSES 6.01. The Recipient's Representative is its Minister responsible for finance and budget. 6.02. For purposes of Section 11.01 of the General Conditions: (a) the Recipient's address is: Minist&re des Finances et du Budget Rue Rend Ndiaye x Avenue Carde BP :4017 Dakar, Republic of Senegal; and (b) the Recipient's Electronic Address is: Telex: Telephone: [E-mail:] +221 33 822 4195 --221 33 889 2118 sfalk.'TIminfinances.sn 6.03. For purposes of Section 11.01 of the General Conditions: (a) the Association's address is: International Development Association 1818 H Street, N.W. Washington. D.C. 20433 United States of America; and (b) the Association's Electronic Address is: Telex: Facsimile: 248423 (MCI) 1-202-477-6391 -5- AGREED as of the Signature Date. THEREP LICOFSE By Authorized Representative Name: AirD 4 A k Title: å'fF SA tp ifÆ Date: j u< 2,2 . t ? INTERNATIONAL DEVELOPMENT ASSOCIATION By Authorized Representative Name: Nathan M. Belete Title: Country Director Date: 17-Jun-2020 -6- SCHEDULE I Project Description The objective of the Project is to strengthen the governance of solid waste management in Senegal and improve solid waste management services in Selected Municipalities. The Project consists of the following parts: Part I: Strengthening Sector Governance and Institutional Capacity 1 Operationalization of Existing Laws and Regulations Goveninu Solid Waste Management Incentivizing the Recipient and Selected Municipalities: (a) to carry-out effective municipal and intercommunal planning for solid waste management in accordance with the Municipal Development Plans; (b) to make financial resources available for waste management and (c) to increase local solid waste taxation in order to strengthen the financing capacities and sustainability of the solid waste sector. 2. Technical Studies and Capacity Building (a) Strengthening the legal, regulatory and institutional framework for improved solid waste management. (b) Supporting the financing mechanisms for solid waste management. including through carrying out affordability and willingness-to-pay studies and creating databases for solid waste fees and taxes. (c) Reinforcing the Recipient's public private partnership framework through the development of standardized key bidding documents and contracts. (d) Enhancing solid waste service delivery by. inter alia: (i) identifying and operationalizing best practices in waste reduction, waste collection schemes, recycling, creation of value-chains, citizens engagement and public awareness; (ii) supporting private sector participation and optimizing upstream value chain of waste collection and transportation and connecting it with the newly established downstream infrastructure: (iii) supporting the Selected Municipalities in managing the newly established solid waste management systems; and (iv) capacity building. -7- Part II: Improving Solid Waste Infrastructure and Service in Selected Agglomerations S Improving Waste Management Services for Greater Dakar (a) Carrying out emergency measures to improve the Mbeubeuss site and the working conditions of the waste pickers on site. (b) Rehabilitating the Mbeubeuss site including, inter alia. by recovering part of the land to construct a sorting and composting facility. (c) Carrying out activities to support investments in long-term sustainable waste management system in Greater Dakar, including supporting the design and implementation of a public private partnership for waste management and the development of feasibility studies, environmental and social studies, and detailed engineering designs. 2. Establishiintegrated Waste Management Systems in Selected Agglomerations (a) Preparing municipal and intermunicipal waste management plans within each of the Selected Agglomerations to identify specific investments in infrastructure. equipment, service delivery model, cost recovery and entry points for the private sector. (b) Developing and implementing integrated intermLinicipal waste management systems consisting of standardized waste collection centers. transfer and waste sorting and transfer facilities, recycling centers and treatment and disposal facilities. (c) Carrying out technical feasibility studies, detailed engineering design, environmental and social studies, and supervision services related to the Part 11 (2) (a), and (b) of the Project. (d) Implementing measures identified in the environmental and social studies carried out under Pail 11 (2) (c) of the Project. (e) Closing and rehabilitating unsanitary landfills in the Selected Agglomerations. 3. Improving the Livelihood of Waste Pickers Carrying out activities to support the implementation of livelihood restoration and re-skilling of waste pickers identified in the RAPs for Mbeubeuss and the Selected Agglomerations., including, inter alia, implementing the Livelihood Restoration Plan. Part Ill:Project Implementation Suppor Project implementation including fiduciary activities, procurement, monitoring and evaluation, social and environmental safeguards measures, information and communication, the hiring of an Independent Verification Agent in charge of verifying the results linked to Part 1 (1) of the Project, and the carrying out of surveys. -9- SCHEDULE 2 Project Execution Section 1. Implementation Arran2ements A. Institutional Arrangements I. Project Steering Committee The Recipient shall not later than three (3) months after the Effective Date, establish, and thereafter maintain, throughout the implementation of the Project. an inter-ministerial steering committee (Project Steering Committee), responsible for strategic oversight and guidance under the Project., with functions, composition and resources satisfactory to the Association as described in the POM. 2. Technical Committee The Recipient shall not later than three (3) months after the Effective Date. establish, and thereafter maintain, throughout the implementation of the Project, a technical committee (Technical Committee), responsible for the technical review of strategic studies, feasibilities studies., and other project-related documents and reports under the Project, with functions. composition and resources satisfactory to the Association as described in the POM. 3. Project Management Unit (a) The Recipient shall designate and maintain, at all times during the implementation of the Project, the PMU with a composition, mandate, staffing and other resources satisfactory to the Association, to be responsible for prompt and efficient oversight and coordination of the implementation of activities. under the general guidance of the Project Steering Committee, all in accordance with the provisions of the Project Operations Manual. (b) The PMU shall set up local presence in Selected Agglomerations through local PMJs (Local PMU), with a composition, mandate, staffing and other resources satisfactory to the Association, to be responsible for the adherence of each agglomeration to the minimum engineering, social and environmental standards and to facilitate site identification in collaboration with local actors and community groups, all under the supervision of the PMU. (c) Without limitation to the provisions of paragraph (a) above, the Recipient shall cause the PMU to be responsible for, inter alia, (i) developing the -10- Annual Work and Budget Plans, referenced in Section C of this Schedule of this Agreement, for approval by the Project Steering Committee; (ii) carrying out day-to-day Project implementation activities for the Project. including Project related overall management, financial management, procurement. and environmental and social safeguards; and (iii) reporting to the Project Steering Committee and the Association on all matters pertaining to the implementation ofthe Project and the use ofthe proceeds of the Financing. (d) The Recipient, shall carry out the verification of the achievement of DLls/DLRs which are set forth in Schedule 4 to this Agreement through an Independent Verification Agent acceptable to the Association, as further described in the DLR Verification Protocol included in the Project Operations Manual. B. Project Operations Manual 1. The Recipient shall, through the PMU, no later than one (1) month after the Effective Date, prepare and adopt the Project Operations Manual ("POM") in a manner satisfactory to the Association and thereafter implement the Project in accordance with its provisions. 2. The POM shall contain detailed arrangements, procedures and mechanisms for: (a) institutional coordination and Project implementation: (b) the roles and responsibilities of the all involved entities and stakeholders; (c) Project budgeting, accounting, disbursement and financial management; (d) capacity building activities; (e) procurement; (f) flow of funds and disbursement arrangements; (g) safeguards; (h) monitoring, evaluation, reporting and communication, including indicators and DLIs/ DLRs; (i) the format for interim unaudited financial reports; () the draft terms of reference for the Independent Verification Agent for the DLIs/ DLRs and the DLR Verification Protocol to be adopted and followed by the Recipient, both in accordance with Schedule 2. Section I(D) and Schedule 4 ofthis Agreement, in form and substance satisfactory to the Association; (k) the Project's grievance redress mechanism; and (1) any other such administrative, financial, technical and organizational arrangements and procedures as shall be required for purposes of implementing the Project. 3. The Recipient shall not amend, abrogate or waive any provision of the Project Operations Manual without the prior written agreement of the Association. 4. In the case of any conflict between the arrangements and procedures set out in the Project Operations Manual and the provisions of this Agreement, the provisions of this Agreement shall prevail. -ll- C. Annual Work Plan and Budget 1I The Recipient shall, through the PMU, prepare and furnish to the Association an annual plan and budget approved by the Project Steering Committee, not later than November 30 of each year during the implementation of the Project, for its approval within 30 calendar days, except for the annual work plan and budget for the Project for the first year of Project implementation which shall be furnished no later than two (2) months after the Effective Date. The annual plan and budget shall contain: (i) a detailed description of all eligible Project activities and expenditures for the Project (including Training and Operating Costs) that are planned for the following Fiscal Year, (each an "'Annual Work Plan and Budget"); (ii) the sources and uses of funds therefor, including the expenditures to be financed by the Association in accordance with this Agreement. the Co-financing Agreements and by the Recipient under the Project (for each such expenditures, with the source of funds and its corresponding percentage of financing), as well as a cashflow and disbursement forecast; and (iii) responsibilities for the implementation of said Project activities, budgets, start and completion dates, outputs, and monitoring indicators to track progress of each activity. 2. Training shall be carried out on the basis of Annual Work Plans and Budgets, which shall identify: (a) particulars of the training envisaged; (b) the personnel to be trained: (c) the selection methods and criteria of the institution or individuals conducting such training; (d) the institution conducting such training if identified; (e) the purpose and justification for such training; (f) the location and duration of the proposed training: and (g) the estimate of the cost of such training. 3. The Recipient shall ensure that the Project is implemented in accordance with the approved Annual Work Plan and Budget (provided, however, that in case of any conflict between the Annual Work and Budget and the provisions of this Agreement, the provisions of this Agreement shall prevail). 4. The Annual Work Plans and Budgets may be revised as needed during Project implementation, subject to the Association's prior approval. D. Safeguards 1 The Recipient shall ensure and cause the PMU to ensure that the Project is carried out with due regard to appropriate health, safety. social. and environmental standards and practices, and in accordance with the Safeguards Instruments. 2. The Recipient shall ensure, that for each activity under the Project of a type for which the ESIA and/ or the ESMF provides that an ESMP should be prepared, the Recipient shall ensure that such ESMP is prepared, in forn and substance satisfactory to the Association, and locally disclosed. before the implementation of -12- such activity, and that the relevant activity is implemented in accordance with its ESMP including incorporating said ESMP in the bidding documents. The Recipient shall take all measures necessary to implement the Resettlement Action Plans in a manner and timeframe satisfactory to the Association. To this end, the Recipient shall ensure that: (a) sufficient funds are made available to cover all the costs of implementing said Resettlement Action Plans; (b) prior to carrying out activities, including starting civil works, which involve displacement, Affected Persons are compensated at full replacement cost, resettled and provided with assistance in accordance with said specific Resettlement Action Plans, as applicable; and (c) the implementation, monitoring and evaluation of said Resettlement Action Plans are completed and reported in a manner satisfactory to the Association. 4. Prior to initiating activities under Part 11 (1) (a) of the Project, the Recipient shall ensure that a list of eligible activities is prepared in a manner satisfactory to the Association. Only the activities that have no adverse impact on the livelihood of waste pickers located on the Mbeubeuss site pursuant to the ESIA and relevant RAP will be eligible for funding under Part 11 (1) (a) the Project. 5. (a) The Recipient shall adopt and disclose the Livelihood Restoration Plan ("LRP") in a manner satisfactory to the Association no later than ten (10) months after the Effective Date. (b) The Recipient shall take all measures necessary to implement the LRP in a manner and timeframe satisfactory to the Association. (c) The Recipient shall not carry out works under Part II (1) (b) of the Project that could affect the livelihood of waste pickers located on the Mbeubeuss site until the LRP is developed and adopted in a manner satisfactory to the Association. 6. The Recipient shall ensure that all bidding documents and contracts for civil works under the Project include the obligation of contractors, and subcontractors to: (a) comply with the relevant aspects of Safeguard Instruments; (b) adopt and implement measures to assess and manage the risks and impacts of labor influx; and (c) adopt and enforce codes of conduct that should be provided to and signed by all workers, detailing measures on environmental, social, health and safety, gender-based violence and violence against children; all as applicable to such civil works commissioned or carried out pursuant to said contracts. -13- 7. If during the implementation of the Project, the Association determines that Affected Persons were: (i) not included in the census survey of the Resettlement Action Plan: and (ii) occupying the Project area priorto the cut-off date established in said Resettlement Action Plan, the Recipient shall update the Resettlement Action Plan to include these Affected Persons. 8. The Recipient shall, ensure that all institutional capacity building activities, including consultant services, under the Project. is only undertaken pursuant to terms of reference reviewed and found satisfactory by the Association, such terms of reference to ensure that the technical assistance takes into account, and calls for application of the Association's environmental and social safeguards policies and the Recipient's own laws relating to the environment and social aspects. 9. The Recipient shall ensure that employees, agents, service providers, contractors and subcontractors carry out the Project in conformity with acceptable environmental and social standards, practices and codes of conduct (which shall. iner alia, contain measures that prohibit, endeavor to prevent and address Project- related gender-based violence and sexual exploitation and abuse), and the provisions of the Recipient's environmental and social laws. 10. The Recipient shall ensure that relevant environmental and social mitigation measures and clauses are included in the tender documents in accordance with the Safeguards Instruments, in addition to ensuring that Contractors' EMPs/ESMPs are approved by the Association prior to commencement of works subject to environmental and social assessment. 11. Without limitation upon its other reporting obligations under this Agreement, the Recipient shall regularly collect, compile and submit to the Association, every calendar semester (or with greater frequency if the circumstances so warrant). reports, in form and substance satisfactory to the Association, on the status of compliance with the Safeguard Instruments, giving details of: (a) measures taken in furtherance of such Safeguard Instruments; (b) conditions, if any, which interfere or threaten to interfere with the smooth implementation of such Safeguard Instruments; and (c) remedial measures taken or required to be taken to address such conditions. 12. (a) The Recipient shall maintain and publicize the availability of a Project- level grievance, feedback and redress mechanism, in a form and substance satisfactory to the Association, to hear and determine fairly and in good faith all complaints and feedback raised in relation to the Project. including allegations of fraud and corruption, and take all measures necessary to implement the determinations made by said grievance, feedback and redress mechanism in a manner satisfactory to the Association. -14- (c) Such operational mechanism shall, inter alia, contain procedures for recording of complaints and grievances, directing the complainants to the appropriate level for action, the review process, and provision of feedback to the complainant on the action taken on the basis of best practice service standards. (c) The Recipient shall maintain and publicize the availability of a separate grievance mechanism to address gender-based violence and sexual exploitation and abuse allegations in a form and substance satisfactory to the Association. 13. The Recipient shall ensure that: (a) all consultancies related to technical assistance, design and capacity building under the Project, the application of whose results could have environmental, social and health and safety implications, shall only be undertaken pursuant to terms of reference reviewed and found satisfactory by the Association; and (b) such tenrs of reference shall require the technical assistance, design and capacity building activities to take into account the requirements of the applicable Bank Safeguards Policies and EHS Guidelines. 14. The Recipient shall not amend. abrogate. repeal. suspend. waive, or otherwise fail to enforce, or permit to be amended, abrogated. repealed, suspended or waived any of the Safeguard Instruments or any provision thereof without the prior written approval of the Association. 15. In case of inconsistency between this Agreement and any of the Safeguard Instruments, the terms of this Agreement shall prevail. E. Other Undertakings 1. By no later than six (6) months after the Effective Date, the Recipient shall, cause the PMU to hire and thereafter maintain, throughout the period of implementation of the Project- one or more Independent Verification Agent(s) with qualifications and experience and under terms of reference acceptable to the Association to verify the achievements of one or more DLRs set out in Schedule 4 of this Agreement, for which verification reports shall be issued as per the terms and conditions of the DLR Verification Protocol. 2. The Recipient shall timely recruit a fiduciary team under terms of reference acceptable to the Association. 3. The Recipient shall provide, no later than one (1) month after the Effective Date, training to the fiduciary staff of the PMU on the Association's procedures. 4. The Recipient shall maintain the accounting software for the bookkeeping of the Project updated. -15- 5. No later than the Co-financing Deadline, the Co-financing Agreements shall be executed and delivered respectively and all conditions precedents to their respective effectiveness or to the right of the Recipient to make withdrawals under them (other than the effectiveness of this Agreement) shall have been fulfilled. 6. The Recipient shall ensure that, not later than six (6) months after the Effective Date or at a later date agreed with the Association, an external aUditor is recruited for the Project on the basis of tenns of reference, qualifications and experience satisfactory to the Association and in accordance with the provisions of the Procurement Regulations. Section II. Project Monitoring, Reportine and Evaluation The Recipient shall furnish to the Association each Project Report not later than forty-five (45) days after the end of each calendar semester, covering the calendar semester. Section III. Withdrawal of the Proceeds of the Credit A. General Without limitation upon the provisions of Article 11 of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Recipient may withdraw the proceeds of the Credit to: (a) finance Eligible Expenditures; (b) repay the Preparation Advance; and (c) pay: (i) the Front-end Fee; and (ii) each Interest Rate Cap or Interest Rate Collar premium, in the amount allocated and, if applicable, up to the percentage set forth against each Category in the following table: ／州 不 ・一 予 _18- B. Withdrawal Conditions; Withdrawal Period I Notwithstanding the provisions of Part A above. no withdrawal shall be made: (a) for payments made prior to the Signature Date, (b) for payments: (i) under Category (1). unless and until the Recipient: (A) has furnished evidence satisfactory to the Association in accordance with the DI.,R Verification Protocol., that the Recipient has achieved the respective DLR Targets set forth in Schedule 4 to this Agreement against which withdrawal is requested-, and (B) has complied with the additional instructions referred to in Section IILA of this Schedule. including furnishing to the Association the applicable interim unaudited financial reports documenting the incurrence of EEP during the respective Year up to the date against which withdrawal is requested. (ii) Linder Category (4), unless and until the Recipient has adopted and disclosed the Livelihood Restoration Plan in a manner satisfactory to the Association. 2. Notwithstanding the provisions of paragraph I (a) of Part B above, no withdrawal shall be made for payments made prior to the date of countersignature of this Agreement by the Recipient, except that withdrawals up to an aggregate amount not to exceed EUR 4,450,000 equivalent may be made for payments made prior to this date but on or after February 1, 2020, for Eligible Expenditures under the Advance. 3. Notwithstanding the foregoing provisions of the table under Part A of this Section, the sum of the Association's Financing percentage of Eligible Expenditures under this Agreement combined with the Tinancing percentage provided by the Co- financiers (AFD and AECID) and the Recipient equals 100% of each Eligible Expenditure under Part 1 (2). Part 11 and Part III of the Project. 4. Notwithstanding the provisions of Part B. I (b) of this Section, the amount of the Financin,, to be withdrawn upon the verified achievernent of any DLR Target shall correspond to the DLR Val Lie of s Lich DL R Target as set forth i n Schedule 4 to this Aureement. -19- 5. Notwithstanding the provisions of Part B. 1(b) of this Section, if the Association shall determine, based on the evidence furnished by the Recipient tinder Part B.1 of this Section, that any DLR Target has not been fully achieved by its DLR Target Achievement Date and/or the DLR Value of such DLR Target has not been fully withdrawn. the Association may in its sole discretion, by notice to the Recipient: (a) authorize the withdrawal of such lesser amount of the respective DLR Value allocated to said DLR Target which, in the opinion of the Association, corresponds to the extent of achievement of said DLR Target, said lesser amount to be calculated in accordance with the formula set forth in Schedule 4 to this Agreement; (b) withhold in whole or in part the proceeds of the Financing then allocated to said DLR Target until such DLR Target is satisfactorily met; and/or (ii) authorize, at a later date, the full release of the amounts so withheld, if and when the Association is satisfied that the respective DLR Target has been satisfactorily met; (c) authorize the unwithdrawn amount by which such disbursement has been reduced due to partial achievement of a DLI, be carried forward to subsequent Withdrawals; (d) reallocate in whole or in part the proceeds of the Financing then allocated to said DLR Target to any other DLR Target(s); and/or (e) cancel in whole or in part the proceeds of the Financing then allocated to said DLR Target. 6. The Closing Date is June 30. 2026. -20- SCHEDULE 3 A. Repayment Schedule for Portion A of the Credit Principal Amount of Portion A of the Date Payment Due Credit repayable (expressed as a percentage)* On each March 15 and September 15, 1.562% commencing March 15, 2026. to and including September 15, 2057. * The percentage represents the percentage of the principal amount of the Credit to be repaid. except as the Association may otherwise specify pursuant to Section 3.05 (b) of the General Conditions. B. Repayment Schedule for Portion B of the Credit Commitment-Linked Amortization Repayment Schedule The following table sets forth the Principal Payment Dates of the Credit and the percentage of the total principal amount of the Credit payable on each Principal Payment Date ("Installment Share"). 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Definitions 1. -Affected Person" means a person or entity who, on account of the execution of the Project, has experienced or would experience direct econornic and social impacts caused by: (i) the involuntary taking of land resulting in: (A) relocation or loss of shelter.- (B) loss of assets or access to assets; or (C) loss of income sources or rneans of livelihood, whether or not such person must move to another location.- or (ii) the involuntary restriction of access to legally designated parks and protected areas, resulting in adverse impacts on the livelihood of such person; and. "Affected Persons". means more than one such Affected Person. 2. "Anti-Corruption Guidelines~ means. for purposes of paragraph 5 of the 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 2011 and as of July 1, 2016. 3. "Basis Ad ' justment to the Service Charge" means the Association's standard basis adjustment to the Service Charge for credits in the currency of denomination of the Credit. in effect at 12:01 a.m. Washin(.,ton, D.C. tirne, on the date on which the Credit is approved by the Executive Directors of the Association, and expressed either as a positive or negative percentage per annurn 4. "CategotAY" means a category set forth in the table in Section III.A of Schedule 2 to this Agreement. 5. "Co-f inanciers" each rneans the Agence Francai se de Development (AFD) and the Spanish Agency for International Cooperation and Development (AECID). 6. '-Co-finaacing" means. for purposes of paragraph 14 of the Appendix to the General Conditions, an amount of Ninety mill on Euros (EUR 90,000,000) by the Co-financiers. vith AFD providing Forty million EUros (EUR 40,000,000) and AECID providing Fifty million Euros (FUR 50,000,000), to assist in financing the Proj ect. 7. -'Co-financing Agreements"' each ineans the agreement to be entered into between the Recipient and the Co-financiers providing for the Co-financing. 8. "Designated Bodies" each "Designated Body" means the entity, acceptable to the Association, with a mandate, capacity. resources- to manage intermunicipal waste infrastructures on behalf' of Selected Municipalities in accordance with the Intermunicipal Agreements. -27- 9. "DL" means the disbursement linked indicators set forth in Schedule 4 to this Agreement; and "DLls" means two or more DLIs, 10. "DLR" means the disbursement linked results set forth in Schedule 4 to this Agreement; and "DLRs" means two or more DLRs. l . "DLR Target" means, for each DLR. the target specified in Schedule 4 to this Agreement set to be achieved under the applicable DLR during the respective FY. 12. "DLR Value" means the amount of the Financing allocated in Schedule 4 to this Agreement to each respective DLR Target: or such other amount as the Association may establish from time to time by notice to the Recipient. 13. "DLR Verification Protocol" means the set and procedures, prepared for the Project and acceptable to the Association, set forth in the Project Operations Manuel, to verify the achievement of DLR Targets, which sets out, inter alia, the description of the evidence required; as the same may be amended from time to time with the prior written agreement of the Association. 14. "Earmarked Grant" means the financial resources allocated by the Recipient to the Designated Bodies to exclusively fund Secondary Waste Collection as identified in the Recipient's Annual Budget Law (Loi de Finances). 15. "EHS Guidelines" means the World Bank Group Environmental, Health and Safety Guidelines published on www.ifc.org/ehsguidelines, as said guidelines are updated from time to time. 16. "Eligible Expenditure Program" or "EEP" means a set of defined expenditures for goods, works, consulting and non-consulting services, Training, Operating Costs and salaries made by the Recipient in the Selected Municipalities under Part 1 (1) of the Project. 17. "EEP Spending Reports" means periodic reports prepared by the Recipient or the Independent Verification Agent in accordance with the details provided in the Project Operational Manual to make disbursement recommendations for each Withdrawal based on the spending status of the Eligible Expenditure Programs under Parts I (1) of the Project and the compliance with the Disbursement-Linked Indicators. is. "ESIA" and "Environmental and Social Impact Assessment" each means the environmental and social impact assessment prepared and adopted by the Recipient in accordance with the provisions of this Agreement and published at Infoshop on October 29. 2019, setting out details of potential environmental and social risks and adverse impacts associated with any Project activities, together with an environmental and social management plan defining measures to manage -28- such risks and impacts. procedural, budget and institutional arrangements and actions needed to implement these measures and including any schedules to such assessment, and as such assessment may be amended by the Recipient from time to time, with the prior written approval of the Association. 19. "ESMF" and "Environmental and Social Management Framework" each means, the Recipient's framework entitled "Cadre de Gestion Environnementale et Sociale," prepared and adopted by the Recipient in accordance with the provisions of this Agreement and published at Infoshop on May 7, 2019, setting out the principles, rules, guidelines and procedures to screen and assess the potential adverse environmental and social risks and impacts (including health and safety issues) of Project activities, adopt measures to avoid, reduce, mitigate or offset environmental and social adverse risks and impacts, procedural, budget and institutional arrangements and actions needed to implement these measures, and information on the agency or agencies responsible for addressing the Projects' risks and impacts; as well as for the preparation of environmental and social management plans, as such framework may be amended by the Recipient from time to time, with the prior written agreement of the Association. 20. "ESMP and "Environmental and Social Management Plan" each means any environmental and social management plan for the Project, prepared and adopted by the Recipient in accordance with the provisions of this Agreement. satisfactory to the Association. and disclosed on infoshop, which details: (a) the measures to be taken during the implementation of the Project to avoid, minimize, mitigate or offset adverse environmental and social impacts (including health and safety issues)- or to reduce them to acceptable levels and (b) the procedural, budget and institutional arrangements and actions needed to implement these measures, including any schedules to such plan, and as such plan may be amended by the Recipient fi-om time to time, with the prior written approval of the Association. 21. "Fiscal Year" or "FY" means the fiscal year of the Recipient commencing on January I and ending on December 31 of each year. 22. "General Conditions" means the "International Development Association General Conditions for IDA Financing, Investment Project Financing", dated December 14, 2018, with the modifications set forth in Section II of this Appendix. 23. "Greater Dakar" means the region of the Recipient's territory which comprises the departments of Dakar. Guediawaye, Pikine and Rufisque, and surrounding municipalities. 24. "Grievance Redress Mechanism" mean a mechanism that the Recipient develops and adopts for the Project to determine fairly and in good faith all complaints raised in relation to the Project and take all measures necessary to implement the -29- determinations made by such mechanism in a manner satisfactory to the Association. 25. "Independent Verification Agent" means the independent verification agent or agents referred to in Section I.E of Schedule 2 to this Agreement, recruited by the Recipient to verify the reported results and prepare the EEP Spending Reports. 26. "Intermunicipal Agreement" means the agreement entered by a number of Selected Municipalities delegating the management of a Selected Site to a Designated Body, in form and substance satisfactory to the Association. 27. "Intermunicipal Solid Waste Management Plan" means the solid management plan adopted by a number of Selected Municipalities, following the local legal framework, by a Municipal decision or decree, and pursuant to the Intermunicipal Agreements, in form and substance satisfactory to the Association. 28. "Livelihood Restoration Plan" or "LRP" means the livelihood restoration plan that the Recipient develops and adopts for Mbeubeuss in a manner satisfactory to the Association. 29. "Local Project Management Unit" or "Local PMUs" means the Recipient's local PMUs set up in This., Saint Louis, Ziguinchor and any other locations subsequently agreed to with the Association. 30. "Mbeubeuss" means the solid waste dumpsite located in the outskirts of Dakar. 31. "Ministry of Finance and Budget" means the Recipient's Ministry of Finance and Budget or any successor thereto. 32. "MULHP" means the Ministry of Urbanism Housing and Public Sanitation (Ministere de lUrbanisme, du Logement et de l'Hygiane Publique) or any successor thereto. 33. "Municipal Development Plans" each means the municipal development plan prepared and adopted by the municipal council of each of the Selected Municipalities. 34. "Operating Costs" means recurrent costs of the Project: (i) operation and maintenance of vehicle, repairs. rental, fuel and spare parts; (ii) computer maintenance, including hardware and software; (iii) communication costs and shipment costs (whenever these costs are not included in the cost of goods); (iv) small office supplies; (v) rent and maintenance for office facilities; (vi) utilities and insurances; (vii) travel, accommodation and per diem costs for technical staff carrying out training, preparatory, supervisory and quality control activities, and (viii) and salaries of contractual and temporary staff of the PMU and Local PMUs, -30- but excluding salaries, fees. honoraria, and bonuses of members of the Recipient's civil service. 35. "Preparation Advance" means the advance referred to in Section 2.07 (a) of the General Conditions, granted by the Association to the Recipient pursuant to the letter agreement signed on behalf of the Association on January 30, 2018 and on behalf of the Recipient on March 19, 2018. 36. "Procurement Regulations" means, for purposes of paragraph 87 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated July 2016, revised November 2017 and August 2018. 37. "Project Management Unit" or "PMU" means the Project's coordination unit institutionally housed in the Recipient's UCG, referred to in Section I.A.3(a) of Schedule 2 of this Agreement. 38. Project Operations Manual" and "POM" each means the Recipient's plan for the implementation of the Project to be prepared and adopted by the Recipient in accordance with the provisions of Section LB. of Schedule 2 to this Agreement, as such manual may be amended from time to time with the prior written agreement of the Association. 39. "Project Steering Committee" and "PSC" each mean the Comire de Pilotage and operating in accordance with the provisions of Section l.A. I(a) of Schedule 2 to this Agreement. 40. "RAP" and "Resettlement Action Plan" each means a resettlement action plan for the Project. prepared and adopted by the Recipient in accordance with the provisions of this Agreement, satisfactory to the Association, and disclosed at Infoshop, which includes the principles, guidelines, procedures, organizational arrangements and budget to implement the resettlement related activities under the Project, or under Parts of the Project, as said resettlement action plan may be revised from time to time with the prior written agreement of the Bank; and "RAPs" means, collectively, all such RAP. 41, "Recipient's Annual Budget Law" means the Recipient's annual budget law (Loi dce Finances), as published in the Recipient's official gazette. 42. "Resettlement Policy Framework" means the resettlement framework for the Project, adopted by the Recipient, satisfactory to the Association. and published at Infoshop on May 7, 2019, which sets out the resettlement principles, guidelines, organizational arrangements (including consultation and budget), and design criteria for the preparation of RAPs under the Project, as such framework may be amended from time to time with the prior written agreement of the Association. 43. "Safeguard Instruments" means, collectively, the ESMF, ESIA, ESMPs, RPF, RAPs and the Livelihood Restoration Plan prepared and adopted for this Project, and "Safeguard Instrument" means any of such Safeguards Instruments. 44. "Secondary Waste Collection" means collection of waste from the transfer station to the final disposal site. 45. "Selected Agglomerations" means the Recipient's agglomerations of Thies (Thi&s, Mbour and Tivaouane), the North (Saint Louis and Matam), Casamance (Ziguinchor. Kolda and Sedhiou). and any additional agglomerations agreed to by the Recipient and the Association. 46. "Selected Municipalities" means the Recipient's Municipalities selected by the Recipient in agreement with the Association and reflected in the Project Operations Manual. 47. "Selected Sites" each means the site selected for the construction of ajoint sanitary landfill complying with technical, social and environmental requirements, following the local legal framework, by a Municipal decision or decree, and acceptable to the Association. 48. "Signature Date" means the later of the two dates on which the Recipient and the Association signed this Agreement and such definition applies to all references to "the date of the Financing Agreement" in the General Conditions. 49. "Technical Committee" mean the Conite technique operating in accordance with the provisions of Section I.A.2(a) of Schedule 2 to this Agreement. 50. "TEOM" means the Recipient's a Taxe d'Enlevement des Ordures M6nag&res >>. 51. "Training Costs" means the reasonable expenses of training under the Project, based on the Annual Work Plan and Budget referred to in Section LC of Schedule 2 to this Agreement as approved by the Association, which are attributable to seminars, workshops. and study tours, along with travel and subsistence allowances for training participants. services of trainers, rental of training facilities., preparation and reproduction of training materials, and other activities directly related to course preparation and implementation. 52. "UCG" means the Recipient's national waste management coordination unit (Unird de Coordination de la Gestion des dcheis solides) under MULHP. 53, "Withdrawal" means each withdrawal under table in Section III of Schedule 2 to this Agreement. 54. "Year" means each twelve months period from the Effective Date. -32- Section II. Modifications to the General Conditions For the sole sake of clarity, the General Conditions are hereby modified as follows: Under Part A of Article II. any reference to "the Credit" shall be read as "Portion A of the Credit", and any reference to "Withdrawn Credit Balance" or "Unwithdrawn Credit Balance" shall be read as -Withdrawn Balance of Portion A of the Credit" or "Unwithdrawn Balance of Portion A of the Credit", respectively. Under Part B of Article Ill, any reference to "the Credit" shall be read as "Portion B of the Credit", and any reference to "Withdrawn Credit Balance" or "Unwithdr Credit Balance" shall be read as "Withdrawn Balance of Portion B of the Credit" or "Unwithdrawn Balance of Portion B of the Credit", respectively.