t OFFICIAL LA BANQUE MONDIALE ~ ·. !" \ ,f, :r. I OROUH D£ LA 8ANQU£ NONOIAU DOCUMENTS Pierre Laporte Angle des Rues Booker Washington Tel : (225) 22.400.400 Directeur des Operations et Jacques Aka OI BP 1850 Fax : (225) 22.400.461 Region Afr1quc Abidjan. Cote d'Ivoire July, 31, 2017 H. E. Adama KONE Ministry of Economy and Finance Abidjan Republic of Cote d'Ivoire Re: Republic of Cote d'Ivoire: Advance Agreement for the Preparation of the Proposed CI-Energies Guarantee Project Project Preparation Advance No. IDA V1070-CI Excellency: In response to the request for financial assistance made on behalf of the Republic of Cote d'Ivoire ("'Recipient"), I am pleased to inform you that the International Development Association ("World Bank") proposes to extend to the Recipient an advance out of the World Bank's Project Preparation Facility in an amount not to exceed one million Dollars ($ 1,000,000) ("Advance'") on the terms and conditions set forth or referred to in this letter agreement ("Agreement"), which includes the attached Annex, to assist in financing the activities described in the Annex (''Activities"). The objective of the Activities is to facilitate the preparation of a proposed project designed to improve the sector's financial performance by refinancing the short tem1 liabilities of Ci-Energies ("Project"), for the carrying out of which the Recipient has requested the World Bank's financial assistance. The Recipient represents, by confirming its agreement below, that: (a) it understands that the provision of the Advance does not constitute or imply any commitment on the part of IBRD or IDA to assist in financing the Project; and (b) it is authorized to enter into this Agreement and to carry out the Activities, repay the Advance and perform its other obligations under this Agreement, all in accordance with the provisions of this Agreement. 1 ;"'. Please confirm the Recipient's agreement to the foregoing by having an authorized official of the Recipient sign and date the enclosed copy of this Agreement, and returning it to the World Bank. Upon receipt by the World Bank of this countersigned copy, this Agreement shall become effective as of the date of the notice of effectiveness from the World Bank to the Recipient, confirming in accordance with the provisions of Section 6.02 of the Annex to this Agreement that the World Bank has accepted the supporting document provided by the Recipient to the World Bank to establish that the condition of effectiveness listed in Section 6.0 I of the Agreement has been satisfied. Very truly yours, INTERNATIONAL DEVELOPMENT ASSOCIATION By K:1;f.~1~k!h~~CfJ Acting Country Director for Cote d·lvoire Africa Region AGREED: REPUBLIC OF COTE D'IVOIRE Enclosures: (l) "Standard Conditions for Advances Made by the World Bank under its Project Preparation Facility", dated July 31, 20 I0 (2) Disbursement Letter for the Advance of the same date as this Agreement, together with "World Bank Disbursement Guidelines for Projects", dated May I, 2006 (3) Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by lBRD Loans and !DA Credits and Grants'', dated October 15, 2006 and revised in January 2011 and as of July I, 2016 l PPANo. IDA Vl070-CI ANNEX Article I Standard Conditions; Definitions 1.01. Standard Conditions. The "Standard Conditions for Advances Made by the World Bank under its Project Preparation Facility", dated July 31, 20 IO ("Standard Conditions"), constitute an integral part of this Agreement. 1.02. Definitlons. Unless the context requires otherv.'ise, the capitalized terms used in this Agreement have the meanings ascribed to them in the Standard Conditions or in this Agreement, and the following additional tenns shall have the following meanings: (a) '·CI-Energies Legislation" means the Law No. 2011-472 establishing the Societe des Energies de Cote d'Ivoire dated December 21. 20 J 1. (b} "Implementing Entity" means Societe des Energies de Cote d'Ivoire or CI-Energies. (c) "Subsidiary Agreement" means the agreement refe1Ted to in Section 2.03 (b) of this Annex pursuant to which the Recipient shall make the proceeds of the Advance available to the Implementing Entity. Article II Execution of the Activities 2.01 . Description of tlte Activities. The Activities for which the Advance is provided consist of the following, namely, the provision of advisory services for the carrying out of financial, transactional and legal services to be provided by international firms to the Recipient. · 2.02. Execution of the Activities Generally. The Recipient declares its commitment to the objectives of the Activities. To this end, the Recipient shall cause the Activities to be carried out by the Implementing Entity in accordance with the provisions of: (a) Article H of the Standard Conditions; (b) this Atticle 11; and (c) the ''Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and rDA Credits and Grants", dated October 15, 2006 and revised in January 2011 and as of July l, 2016_ 2.03. J11stitutiona/ and Otl,er Arrangeme11ts. Without limitation upon the provisions of Section 2.02 above: (a) The Recipient shall, throughout the Refinancing Date, cause the Implementing Entity to be responsible for the overall implementation of the Activities, including financial management, accounting and procurement. To this end, the Recipient shall take all necessary actions on its pait to ensure that the Implementing Entity is, at all times during the implementation of the Activities, maintained with: (i) mandate, composition and resources satisfactory to the World Bank; and (ii) adequate staff with qualifications and experience satisfactory to the World Bank for a prompt and efficient implementation of the Activities. (b) The Recipient, to facilitate tile ca1rying out of the Activities, make the proceeds of the Advance available to the Implementing Entity on a grant basis under a subsidiary agreement between the Recipient and the Implementing Entity, pursuant to terms and conditions approved by the World Bank ("Subsidiary Agreement''). (c) The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Advance. Except as the World Bank shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions which shall include. inter alia: (i) the obligations and commitments of the Implementing Entity with respect to the carrying out of the Activities; (ii) the terms and conditions under which the Recipient shall make the proceeds of the Advance available to the Implementing Entity; and (iii) the obligation for the Implementing Entity to ensure that the Activities are carried out in accordance with the provisions of the Anti-Co1TUption Guidelines. 2.04. Monitoring, Reporting and Evaluation of tile Activities. The Recipient shall monitor and evaluate the progress of the Activities in accordance with the provisions of Section 2.08 of the Standard Conditions. 2.05. Financial Management. (a) The Recipient shafl ensure that a financial management system is maintained in accordance with the provisions of Section 2.09 of the Standard Conditions. (b} The Recipient shall ensure that interim un-audited financial reports for the Activities are prepared and furnished to the World Bank not later than forty~five (45) days after the end of each calendar quarter, covering the quarter, in form and substance satisfactory to the World Bank. (c) The Recipient shall have its Financial Statements audited in accordance with the provisions of Sections 2.09 (b) of the Standard Conditions. (i) ff, on or before the Refinancing Date, a Refinancing Agreement has been executed by all of its parties, the Recipient shall have the Financial Statements included in the first audit of financial statements required under the Refinancing Agreement. (ii) If, by the Refinancing Date, no Refinancing Agreement has been executed by all of its parties, such audit of the Financial Statements shall cover the period of the Advance, commencing with the fiscal year in which the first withdrawal under the Advance was made. The audited Financial Statements for such period shall be furnished to the World Bank not later than six (6) months after the end of the Recipient's fiscal year in which the Refinancing Date occurs. (iii) Notwithstanding the provisions of paragraphs (i) and (ii) of this Section, the World Bank may request an audit of the Financial Statements prior to the Refinancing Date, covering such period as is indicated in its request. The audited Financial Statements for such period shall oo furnished to the World Bank not later than six (6) months after the end of such period. 2.06. Procurement All consulting services required for the Activities and to be financed out of the proceeds of the Advance shaJI be procured in accordance with the requirements set forth or referred to in the • "World Bank Procurement Regulations for Borrowers under Investment Project Financing" dated July I, 20 I 6 ("Procurement Regulations'') and the provisions ofthe Recipient's procurement plan for the Activities dated July 14 ("Procurement Plan") provided for under Section IV of the Procurement Regulations, as the same may be updated from time to time in agreement with the World Bank. Article III Withdrawal of the Advance 3.01. Eligible Expenditures. The Recipient may withdraw the proceeds of the Advance in accordance with the provisions of: (a) Article HI of the Standard Conditions; (b) this Section; and (c) such additional instructions as the World Bank may specify by notice to the Recipient (including the "Disbursement Guidelines for Investment Project Financing" dated February 20!7, as revised from time to time by the World Bank and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the following table. The table specifies each category of Eligible Expenditures that may be financed out of the proceeds of the Advance (''Category"). the amount of the Advance allocated to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: Category Amount of the Advance Percentage of Allocated Expenditures to be (expressed in Dollars) Financed (inclusive ofTal'.es) ( l) Consulting services 1,000,000 100% under the Activities TOTAL AMOUNT 1,000,000 3 .02. Withdrawal Co11ditio11s. Notwithstanding the provisions of Section 3.0 I of this Agreement, no withdrawal shall be made for payments made prior to the date of countersignature of this Agreement by the Recipient. 3.03. Refinancing Date. The Refinancing Date is March 30, 2018. Article IV Terms of the Advance 4.0 I. Service Charge. The Recipient shall pay a service charge on the Withdrawn Advance Balance at the rate of three-fourths of one percent (3/4 of 1%) per annum. The service charge shall accrue from the respective dates on which amounts of the Advance are withdrawn and shall be paid in arrears in accordance with the provisions of Section 4.02 of this Agreement. Service charges shall be computed on the basis of a 360-day year of twelve 30-day months. 4.02. Repayment. The Withdrawn Advance Balance shall be repaid by the Recipient to the World Bank (together with any service charges accrued thereon) in accordance with the provisions of A1ticle TV of the Standard Conditions and the following provisions: (a) Refinancing under the Refinancing Agreement: If. on or before the Refinancing Date, a Refinancing Agreement has been executed by all of its parties, then the full amount of the Withdra\vtt Advance Balance shall be repaid to the World Bank (together with any service charges accrued on the Advance to the date of repayment) as soon as the Refinancing Agreement becomes effective, by means of a withdrawal by the World Bank of an amount of the Refinancing Proceeds equivalent to the Withdrawn Advance Balance plus such service charges, in accordance with the provisions of the Refinancing Agreement. (b} Repayment in the absence of a Refinancing Agreement: If, on or before the Refinancing Date, no Refinancing Agreement has been executed by all of its parties, or if, by such date or at any time thereafter, it has been so executed but terminates without becoming effective, then: (i) if the amount of the Withdrawn Advance Balance does not exceed $50,000, it shall be repaid by the Recipient to the World Bank (together with service charges accrned on the Withdrawn Advance Balance to the date of repayment) on such date as d1e World Bank shall specify in a notice to the Recipient, which shall in no event be earlier than 60 days following the date of dispatch of such notice; and (ii} if the amount of the Withdrawn Advance Balance exceeds $50,000, it (together with service charges accrued on the Withdrawn Advance Balance to the Notice Date) (the "Aggregate Balance") shall be paid by the Recipient to the World Bank in ten approximately equal semiannual installments, in the amounts and on the dates ("Payment Dates") which the World Bank shall specify in a notice to the Recipient. In no event shall the first Payment Date be set earlier than 60 days following the date ("Notice Date") of dispatch of such notice. The Recipient shall pay a service charge on the Aggregate Balance at the rate of three-fourths of one percent (3/4 of I%) per annum, payable in arrears on each Payment Date. The service charge shal I be computed on the basis of a 360-day year of twelve 30-day months. Article V Additional Remedies 5.01. Additimial Events of Su,\pensio11. The Additional Event of Suspension consists of the following, namely, that the Cl-Energies Legislation has be~n amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of CI-Energies to perform any of its obligations under the Subsidiary Agreement. 5.02. Additional Event.Ii of Acceleration. The Additional Event of Acceleration consists of the following, namely, that the event specified in Section 5.01 of the Annex to this Agreement has occurred. Article VI Effectiveness; Termination 6.01. This Agreement shall not become effective until evidence satisfactory to the World Bank has been furnished to the World Bank tbat the following condition, namely, the Subsidiary Agreement referred to in Section 2.03 (b) of this Annex has been executed on behalf of the Recipient and the Implementing Entity. 6.02. Except as the Recipient and the World Bank shall otherwise agree, this Agreement shall enter into effect on the date upon which the World Bank dispatches to the Recipient notice of its acceptance of the evidence required pursuant to Section 6.01 (''Effective Date"). If, before the Effective Date, any event has occurred which would have entitled the World Bank to suspend the right of the Recipient to make withdrawals from the PPA Account if this Agreement had been effective, the World Bank may postpone the dispatch of the notice referred to in this Section until such event (or events) has (or have} ceased to exist 6.03. Termination for Failure to Become Effective. This Agreement and all obligations of the parties under it shall terminate ifit has not entered into effect by the date 90 days after the date of this Agreement, unless the World Bank, after consideration of the reasons for the delay, establishes a later date for the purpose of this Section. The World Bank shall promptly notify the Recipient of such later date. Article VII Recipient's Representative; Addresses 7.01. Recipient's Representative. The Recipient's Representative referred to in Section 9.02 of the Standard Conditions is its Minister responsible for finance. 7.02. Recipient's Address. The Recipient's Address referred to in Section 9.01 of the Standard Conditions is: Ministry of Economy and Finance BP V 163 Abidjan Republic of Cote d'Ivoire Telex: Facsimile: MJNFIN 225-20-30-25-25 Abidjan 225-20-30-25-28 7.03. Worf(/ Bu11k's Adtlre.,;s. The World Bank's Address referred to in Section 9.01 of the Standard Conditions is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United Stales of America Telex: Facsimile: 248423 (MCI) or ( I )-202-4 77-6391 64145 (MCI)