OFFICIAL DOCUMENTS CREDIT NUMBER 6770-CM Financing Agreement (Valorization of Investments in the Valley of the Benue Project) between REPUBLIC OF CAMEROON INTERNATIONAL DEVELOPMENT ASSOCIATION CREDIT NUMBER 6770-CM FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between THE REPUBLIC OF CAMEROON ("Recipient") and INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association"). 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, which is deemed as Concessional Financing for purposes of the General Conditions, in the amount of one hundred and seventy eight million five hundred thousand Euros (6 178,500,000)(variously, "Credit" and "Financing"), to assist in financing the project described in Schedule I to this Agreement ("Project"). 2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Maximum Commitment Charge Rate is one-half of one percent (1/2 of 1%) per annum on the Unwithdrawn Financing Balance. 2.04. 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plus the Basis Adjustment to the Service Charge; and (b) three-fourths of one percent (3/4 of 1%) per annum; on the Withdrawn Credit Balance. 2.05. The Interest Charge is the greater of: (a) the sum of one and a quarter percent (1.25%) per annum plus the Basis Adjustment to the Interest Charge; and (b) zero percent (0%) per annum; on the Withdrawn Credit Balance. 2.06. The Payment Dates are June 15 and December 15 in each year. 2.07. The principal amount of the Credit shall be repaid in accordance with the repayment schedule set forth in Schedule 3 to this Agreement. -2- 2.08. The Payment Currency is Euro. ARTICLE III - PROJECT 3.01, The Recipient declares its commitment to the objective of the Project. To this end, the Recipient shall carry out the Project, through MINEPAT and Project Implementing Agency, in accordance with the provisions of Article V of the General Conditions and Schedule 2 to this Agreement. ARTICLE IV- REMEDIES OF THE ASSOCIATION 4.01. The Additional Event of Suspension consists of the following: the MEADEN Decree has, in the opinion of the Association, been amended. suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of the Project implementing Agency to perform any of its obligations under this Agreement. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Effectiveness Deadline is the date ninety (90) 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. ARTICLE VI - REPRESENTATIVE; ADDRESSES 6.01 . The Recipient's Representative is its minister at the time responsible for the economy, planning and regional development. 6.02. For purposes of Section 1 1.0 1 of the General Conditions: (a) the Recipient's address is: Ministry of Economy, Planning, and Regional Development P. 0. Box. 660 Yaounde Cameroon: and (b) the Recipient's Electronic Address is: Facsimile: 237-22222-1509 7Na -3- 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 -4- AGREED as of the Sigiature Date. REPUBLIC OF CAMEROON By Autihor epre tative Ttfe - Te: Daflte:; L1'JY INTERNATIONAL DEVELOPMENT ASSOCIATION By Authorized Representative Name: L C < C Title: _~__ _ _ _ _ Date: SCHEDULE 1 Project Description The objective of the Project is to provide sustainable irrigation and drainage services and to improve agricultural production in the irrigated areas of the Benue Valley. The Project consists of the following parts: Part 1: Im provement of infrastructure and water management 1.1 Security and operation of main hydraulic infrastrucitiure: Support for: (a) the establishment of a water resources monitoring network and information system for the Benue River basin; (b) the strengthening ofdam operation and safety for Lagdo Dam, including for the safe management of water releases; (c) the establishment and maintenance of the Panel of Experts; (d) the development of a joint flood forecasting model for the Benue River and Mayo Kebbi River sub-basins and improving the water release management systems for Lagdo Dam; (e) the establishment of a flood early warning system covering Lagdo and areas downstream of Lagdo Dam; and (f strengthening regional coordination between the Recipient and the Niger Basin Authority. 1.2 Irrigation nd- drainage infi-astructure: Establishment of irrigation schemes and constrLction of protection dykes on the left and right banks of the Benue River, including related reforestation and environmental management activities. 1 .3 Irrigation and drainage management: Support for: (a) the establishment and management and operationalization of water users associations ("WUAs"), including the provision of equipment and facilities needed for the operation and management of irrigation schemes; (b) the development and implementation of a land allocation system for the irrigation schemes established under Part 12 of the Project; (c) development of rules for the management of irrigation schemes; and (d) developing a database of land users and a geographic information system for the irrigation schemes established under Part 1.2 of the Project. Part 2: Suport serivices for agriculItural production 2.1 E-vouchers for launching production in irrigation perimeters: Provision of e- VotIchers to e-Voucher Beneficiaries to sUbsidize costs related, inter alia, agricultural inputs, water usage fees, and land preparation. 2.2 Matching Grants for production and agri-business: (a) Provision of Matching Grants to Matching Grant Beneficiaries to support activities related to, inter alia, agricultural production, mechanization. agricultural value addition, commercialization, farmer-led irrigation and agricultural service provision ("Sub- -6- Projects"); and (b) provision of technical assistance, carrying out of studies and provision of related support for the administration and management of Matching Grants. 2.3 Establishment of organization management support centers: Support for the establishment of a network of organizational management support centers to provide accounting, financial management, procurement, and other organizational and governance support to smallholder farmers, producer organizations, WUAs, cooperatives and enterprises. Part 3: Capacity building and implementation 3.1 Institutional strengthening: Support for: (a) the reorganization of, and capacity building for, MEADEN in accordance with the MEADEN Reorganization Plan; (b) the provision of agricultural extension services for the irrigation schemes established under Part 1.2 of the Project; and (c) knowledge exchanges and partnerships for MEADEN and other public institutions at the regional level. 3.2 Agricultural innovation and training: Promoting agricultural innovation and training in the Benue Valley region, including through: (a) the establishment of partnerships between MEADEN and education, technical and vocation training institutions for the development of agricultural training programs; (b) the provision of Scholarships to support training in irrigated agriculture and related subjects; and (c) the establishment of a technical innovation center for the development of seed production and certification. 3.3 Project implementation and monitoring and evaluation support: (a) Support for MEADEN and the PIU for Project implementation and management including procurement, financial management, environmental and social safeguards, monitoring and evaluation, and reporting; and (b) construction of housing and offices for the PIU. Part 4: Contingent Emergency Response Component Provision of immediate response to an Eligible Crisis or Emergency, as needed. -7- SCHEDULE 2 Project Execution Section 1. Implementation Arrangements A. Institutional Arrangements I Project Steering Committee The Recipient shall establish by no later than six (6) months after the Effective Date, and thereafter maintain at all times during the implementation of the Project, a Project Steering Committee, chaired by a senior representative of MINEPAT, and with terms of reference, composition, powers, functions, staffing, facilities and other resources satisfactory to the Association, to be responsible for inter alia, overseeing overall Project performance, approving Annual Work Plans and Budgets, providing strategic oversight and guidance, and supporting the mobilization of counterpart funds for the Project. 2. Regional Technical Monitoring Team The Recipient shall establish by no later than six (6) months, and thereafter maintain at all times during the implementation of the Project, a Regional Technical Monitoring Team chaired by the Governor of the Recipient's North Region, and with terms of reference, composition, powers, functions, staffing, fiacilities and other resources satisfactory to the Association, to be responsible for providing technical support to the Project Steering Committee. 3. MEADEN and PIU (a) The Recipient shall: (i) maintain MEADEN at all times during the implementation of the Project to be responsible for Project implementation; and (ii) establish, by no later than four (4) months after the Effective Date, and thereafter maintain at all times during the implementation of the Project, a Project Implementation Unit ("PlU") within MEADEN, with terms of relrence, composition, powers, functions, staffing, facilities and other resources satisfactory to the Association, to be responsible for the day to day implementation of the Project, including inter alia, environmental and social safeguards management, financial management, procurement, monitoring and evaluation, and reporting. (b) Without limiting the foregoing, the PlU shall include, inter alia, a Project Coordinator, a financial management specialist, a procurement specialist, an accotintant. an internal auditor, a monitoring and evaluation specialist, an environmental specialist, a social specialist, a gender specialist; all such -8- staff to be appointed by no later than flour (4) months after the Effective Date, and all with qualifications, experience and terms of reference acceptable to the Association. (c) Without limiting the foregoing, the Recipient shall maintain the PULCI PIU with composition, terms of reference and resources acceptable to the Association, with its mandate extended, to include the responsibilities of the PlU for the Project as set forth in paragraph (a) above, until such time as the PIU has been established, wheretupon the PlU shall assume the said responsibilities from the PULCI PilU, all in a manner acceptable to the Association. 4. Special Tender Board The Recipient shall: (a) not later than three (3) months after Effective Date, establish and operationalize a special tender board for the Project in line with the Recipient's procurement regulations, to be responsible for overseeing the review of procurement docUImentation related to the Project; and (b) in the event of a need for tender reviews prior to the establishment of the said special tender board, caLse the internal tender board of MEADEN to assume responsibility for such reviews until such time as the special tender board is established, in a manner acceptable to the Association. B. Implementation Covenants L Proiect Implementation Manual (a) The Recipient, through MEADEN, shall maintain the Project Implementation Manual, containing detailed guidelines and procedures for the implementation of the Project, including with respect to: (i) administration and coordination, including monitoring and evaluation, environmental and social, and procurement procedures; (ii) corruption and fraud mitigation rmeasUres, (iii) a grievance redress mechanism; (iv) roles and responsibilities for Project implementation; and (v) such other arrangements and procedures as shall be required for the effective implementation of the Project, in form and sUbstance acceptable to the Association. (b) The Recipient shall, by no later than two (2) months after the Effective Date prepare and adopt a Project procedures manual, containing detailed guidelines and procedUres for administrative, financial management, and disbursement, and other fiduciary matters under the Project, in form and substance acceptable to the Association (the "Project Procedures Manual"). -9- (c) The Recipient shall, by no later than two (2) months after the Effective Date prepare and adopt a monitoring and evaluation manual, containing detailed guidelines and procedures for monitoring and evaluation matters under the Project, in form and substance acceptable to the Association (the "Monitoring and Evaluation Manual"). (d) Subject to the provisions of Section Li of this Schedule 2, and without prejudice to the provisions of the e-Voucher Manual, the Irrigation Scheme Management Codes, the Matching Grants Manual, and the Scholarships Manual, the Recipient shall carry out the Project in accordance with the Project Implementation Manual, the Project Procedtires Manual, and the Monitoring and Evaluation Manual. (e) The Recipient shall ensure that the Project Implementation Manual, the Project Procedures Manual and the Monitoring and Evaluation Manual are not amended, suspended, repealed or abrogated without the prior written approval of the Association. (f) In the event of any conflict between the provisions of the Project Implementation Manual, the Project Procedures Manual or the Monitoring and Evaluation Manual and this Agreement, the provisions of this Agreement shall prevail. 2. Annual Work Plans and Budeet For purposes of implementation of the Project, the Recipient, through MEA DEN, shall: (a) prepare a draft annual work plan and budget for each year of Project implementation, setting forth, inter olia: (i) a detailed description of the planned activities, including any proposed conferences and Training, under the Project for the following year; (ii) the sources and proposed use of funds therefor; (iii) procurement and environmental and social safeguards arrangements therefor, as applicable and; (iv) responsibility for the execution of said Project activities, budgets. start and completion dates, oUtpUts and monitoring indicators to track progress of each activity; (b) not later than November 30 of each year, furnish the draft annual work plan and budget for the following year to the Association for its review, and promptly thereafter finalize the draft annual work plan and budget, taking into account the Association's comments thereon; provided, that for the first year of Project implementation, the Recipient shall furnish the draft annual work plan and budget by no later than one (I) month after the Effective Date: and -10- (c) thereafter adopt and carry out such draft annual work plan and budget for the relevant year as shall have been agreed with the Association ("Annual Work Plan and Budget"), as such plan may be subsequently revised during such year with the prior written agreement of the Association. C. MEADEN Reorganization Plan 1 The Recipient shall, through MEADEN and MINEPAT (as applicable), no later than six (6) months after the Effective Date: (a) prepare a draft reorganization plan for MEADEN. setting forth, inter alia: (i) the proposed reorganization of MEADEN, including new units or departments to be established within MEADEN; (ii) the proposed staffing arrangements for the reorganized MEADEN; (iii) a training and capacity building plan: (iv) a financial plan for the reorganization, including the budget for the proposed reorganization and the sources of funding for such budget; and (v) a time-bound action plan for the implementation of the reorganization plan: (b) furnish the draft reorganization plan to the Association for its review, and promptly thereafter finalize the reorganization plan, taking into account the Association's comments thereon; and (c) thereafter adopt and implement such reorganization plan as shall have been agreed with the Association ("MEADEN Reorganization Plan"). 2. Without limiting the foregoing, the Recipient shall ensure that the implementation of the MEADEN Reorganization Plan is completed by no later than thirty-six (36) months after the Effective Date, or such later date as may be agreed by the Association in writing. 3. The Recipient shall ensure that the MEADEN Reorganization Plan is not amended, suspended, repealed or abrogated without the prior written approval of the Association, 4. The Recipient shall, as part of the Project Report or in a separate report or reports, if so requested by the Association, furnish to the Association information on: (a) the status of implementation of the MEADEN Reorganization Plan; (b) conditions, if any, which interfere or threaten to interfere with the implementation of the MEADEN Reorganization Plan; and (c) corrective and preventive measures taken or required to be taken to address any such conditions. Without limiting the foregoing. the Recipient shall, together with the Association, carry out a comprehensive review of the implementation of the MEADEN Reorganization Plan as part of the mid-term review under Section II.B of this Schedule. -11- D. Management of Irrigation Schemes 1. Ministerial Decision The Recipient, through MINADER, shall by no later than twelve (12) months after the Effective Date and in any event by no later than the date on which the irrigation schemes developed under Part 1.2 of the Project are transferred to WUAs, prepare and adopt a ministerial decision setting forth rules for the management of irrigation schemes, including the irrigation schemes developed under Part 1.2 of the Project, in form and substance acceptable to the Association (the "Irrigation Ministerial Decision"). 2. Irrigation Scheme Management Code The Recipient, through MEADEN, shall, by no later than eighteen (18) months after the Effective Date, and in any event by no later than the date on which the irrigation schemes developed under Part 1.2 of the Project are transferred to WUAs, prepare and adopt a management code for each of the irrigation schemes developed on the left bank and the right bank of the Benue River under Part 1.2 of the Project, containing rules and procedures for, inter alia; (a) land tenure arrangements; (b) WUA rights and duties; (c) legal and financial administration and oversight arrangements for WUAs; (d) rehabilitation, construction, training and transfer agreements; (e) dispute resolution mechanisms; and (f) such other arrangements and procedures as shall be required for the effective operation of WUAs, in form and substance acceptable to the Association (each, a "Irrigation Scheme Management Code"). 3. Irrigation Scheme Management (a) The Recipient shall carry out, and shall ensure that all activities under the Project related to WUAs, the management of the irrigation schemes developed under Part 1.2 of the Project, and the allocation of land parcels within said schemes are carried out in accordance with the Irrigation Ministerial Decision and the Irrigation Scheme Management Codes and in a manner acceptable to the Association. (b) The Recipient shall ensure that the Irrigation Scheme Management Codes are not amended, suspended, repealed or abrogated without the prior written approval of the Association. (c) In the event of any conflict between the provisions of the Irrigation Ministerial Decision and the Irrigation Scheme Management Codes and this Agreement, the provisions of this Agreement shall prevail. E. e-Vouchers kTh -12- E-Voucher Manual (a) The Recipient, through MEADEN, shall (i) prepare and adopt a manual containing detailed guidelines and procedures for the administration of e-VoLichers under Part 2.1 of the Project, including eligibility and selection criteria for e- Voucher Beneficiaries, funds transfer arrangements. key terns and conditions, and other implementation, fiduciary and administrative arrangements for C-Vouchers, all in form and substance acceptable to the Association (the "e-Voucher Manual"); (ii) carry out the Part 2.1 ofthe Project and administer the e-Vouchers in accordance with the e-Voucher Manual and provisions of this Section LE; (iii) ensure that the e-Voucher Manual is not amended, suspended, repealed or abrogated without the prior written approval of the Association. (b) In the event of any conflict between the provisions of the Project Implementation Manual and, this Agreement, the provisions of this Agreement shall prevail. 2. The Recipient, through MEADEN, shall provide e-Vouchers to e-Voucher Beneficiaries to finance a portion of the costs incurred by such e-Voucher Beneficiaries for, inter alia, agricultural inputs, water usage fees, land preparation, and land leveling, in accordance with eligibility criteria, procedures and terms and conditions set forth in the e-Voucher Manual, and all in a manner acceptable to the Association. 3. Without limitation on the foregoing. the Recipient shall ensure that e-Vouchers are provided and administered with due diligence and efficiency and in accordance with sound technical, financial, and managerial standards and practices acceptable to the Association, including in accordance with the provisions of the Anti- Corruption Guidelines applicable to the recipients of Financing proceeds other than the Recipient. 4. The Recipient shall exercise its rights in respect of such e-Vouchers in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Credit. F. Matching Grants -13- Matching Grants Manual (a) The Recipient, through MEADEN, shall prepare and adopt a manual for Matching Grants containing detailed guidelines and procedures for the implementation of Part 2.2 of the Project, including with respect to: (i) administration and coordination, including monitoring and evaluation. Financial management, procurement and accounting procedUTres for Matching Grants; (ii) eligibility and selection criteria for Matching Grant Beneficiaries and Sub-Projects, including the amoLInts of co-financing for a Sub-Project required to be provided by a Matching Grant Beneficiaries out of its own resources or through financing from a financial institution ("Matching Grant Counterpart Funds"); (iii) contractual arrangements, funds transfer arrangements, and other key terms and conditions for Matching Grants; and (iv)such other arrangements and procedures as shall be required for the effective implementation of Part 2.2 of the Project, in forn and substance acceptable to the Association ("Matching Grants Manual"). (b) The Recipient shall carry out Part 2.2 ofthe Project in accordance with the Matching Grants Manual and the provisions of this Section I.F. (c) The Recipient shall ensUre that the Matching Grants Manual is not amended, suspended, repealed or abrogated without the prior written approval of the Association. (d) In the event of any conflict between the provisions of the Matching Grants Manual and, this Agreement, the provisions of this Agreerment shall prevail. 2. Provision of Matching Grants The Recipient, through MEADEN, shall make Matching Grants to Matching Grant Beneficiaries for Sub-Projects in accordance with eligibility criteria and procedures set forth in the Matching Grants Manual and acceptable to the Association, which shall include the following: (a) no proposed Sub-Project shall be eligible for financing under a Matching Grant unless the Recipient shall have determined, on the basis of an appraisal carried out inl accordance with guidelines acceptable to the Association and elaborated in the Matching Grants Manual, that: (i) (A) the proposed Sub-Project is designed to support activities related to, inter ulia, agricUltUral production, agricultural value addition, commercialization and agricultural service provision; (B) the proposed Sub-Project is technically feasible and -14- economically and financially viable; and (C) if, pursuant to the ESMF or RPF, one or more Supplemental Safeguard Instruments for the SUb-Project are required, such SLIpplemental Safeguard Instruments have been prepared and approved by the Association in accordance with the provisions of paragraph (b) below and all measures required to be taken in accordance with Section I.H. of Schedule 2 to this Agreement prior to commencement of the activities covered by the Safeguard Instruments have been taken; and (ii) the proposed Matching Grant Beneficiary: (A) satisfies the applicable eligibility criteria set forth in the PlM, and possesses the organizational, management, technical capacity and financial resources necessary to carry out the proposed Sub-project; (B) has prepared a satisfactory business plan, including financing plan and budget and a satisfactory implementation plan and has established an adequate record keeping system; and (C) has demonstrated the capacity, and has committed or secured a commitment (as applicable), to finance the Matching Grant Counterpart Funds; and (b) each Matching Grant for a Sub-Project requiring a Safeguard Instrument shall be subject to the Association's prior written approval and shall only be eligible for financing under the Financing if and to the extent approved by Association. 3. The Recipient, through MEADEN, shall make each Matching Grant under a Matching Grant Agreement with the respective Matching Grant Beneficiary on terns and conditions approved by the Association, which shall include the following: (a) the Matching Grant shall be made on a grant basis; (b) The Recipient shall obtain rights adequate to protect its interests and those of the Association, including the right to: (i) suspend or terminate the right of the Matching Grant Beneficiary to use the proceeds of the Matching Grant, or obtain a refund of all or any part of the amount of the Matching Grant then withdrawn, upon the Matching Grant Beneficiary's Iailure to perform any of its obligations under the Matching Grant Agreement: and (ii) require each Matching Grant Beneficiary to: (A) carry out its Sub- Project with due diligence and efficiency and in accordance with -15- sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Association., including in accordance with the provisions of the ESMF or RPF (and any Safeguard Instrument required for the Sub-Project in accordance with the ESMF or RPF), and the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Recipient; (B) provide, promptly as needed, the resources required for the purpose; (C) procure the goods. works and services to be financed out of the Matching Grant in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of the Sub-Project and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Association, both in a manner adequate to reflect the operations, resources and expenditures related to the Sub-project; and (2) at the Association's or the Recipient's request, have such financial statements audited by independent auditors acceptable to the Association, in accordance with consistently applied auditing standards acceptable to the Association, and promptly furnish the statements as so audited to the Recipient and the Association; (F) enable the Recipient and the Association to inspect the Sub- Project, its operation and any relevant records and documents; and (G) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing. 4. The Recipient shall exercise its rights under each Matching Grant Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Credit. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or vaive any Matching Grant Agreement or any of its provisions. G. Scholarships 1 . Scholarship Manual (a) The Recipient, through MEADEN, shall prepare and adopt detailed guidelines and procedures for the provision of Scholarships under Part 3.2(b) of the Project, including with respect to: -16- (i) eligibility and selection criteria for Scholarship Beneficiaries and the Eligible Institutions and Eligible Programs for which Scholarships may be provided; (ii) the amount of Scholarships and the costs and expenses that may be financed Under such Scholarships; (iii) the funds transfer arrangements for the Scholarships; (iv) the key terms and conditions and a template for Scholarship Agreements; and (v) such other administration, implementation, and fiduciary procedures as shall be required for the provision of Scholarships, all in form and substance acceptable to the Association (the "Scholarship Manial"). (b) The Recipient shall carry out Part 3.2(b) of the Project in accordance with the Scholarship Manual and the provisions of this Section I.G. (c) The Recipient shall ensure that the Scholarship Manual is not amended. suspended, repealed or abrogated without the prior written approval of the Association. (d) In the event of any conflict between the provisions of the Scholarship Manual and, this Agreement, the provisions of this Agreement shall prevail. 2. Provision of Scholarships (a) The Recipient, through MEADEN, shall provide Scholarships to Scholarship Beneficiaries through Eligible Institutions to finance the costs associated with enrollment in Eligible Programs in accordance with eligibility criteria and procedures set forth in the Scholarships Manial and acceptable to the Association. (b) The Recipient, through MEADEN, shall provide Scholarships to Scholarship Beneficiaries through an Eligible Institution Under a Scholarship Agreement with the respective Eligible Institution on terms and conditions approved by the Association, which shall include the following: (i) Scholarships shall be made on a grant basis; -17- (ii) Scholarships may only be provided in support of Scholarship Beneficiaries and for Eligible Programs that satisfy the eligibility criteria set forth in the Scholarship Manual; (iii) the Recipient, through MEADEN, shall obtain rights adequate to protect its interests and those of the Association, including the right to: (A) suspend or terminate the right of the Eligible Institution or the Scholarship Beneficiary to use the proceeds of the Scholarships, or obtain a refund of all or any part of the amount of the Scholarships then withdrawn, upon the Eligible Institution's or the Scholarship Beneficiary's failure to perform any of its obligations under the Scholarship Agreement; and (B) require each Eligible Institution to: (1) carry out its obligations Under the Scholarship Agreement with due diligence and efficiency and in accordance with sound technical., economic, financial, and managerial, and practices satisfactory to the Association, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Recipient; (2) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the administration of Scholarships provided through the said Eligible Institution; (3) enable the Recipient and the Association to inspect any relevant records and documents related to the Scholarships provided through the said Eligible Institution; and (4) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing. (c) The Recipient. through MEADEN, shall exercise its rights under each Scholarship Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Credit. Except as the Association shall otherwise agree, the Recipient shall not assign. amend, abrogate or waive any Scholarship Agreement or any of its provisions. H. Safeguards 1 . The Recipient shall, through MEADEN, ensure that: -18- (a) the Project is carried out with due regard to appropriate health, safety. social, and environmental practices and standards, and in accordance with the Safeguards Instruments, and that all measures necessary for carrying out the requirements of the Safeguard Instruments are taken in a timely manner; (b) for each activity under the Project for which the ESMF and/or the RPF provide for the preparation of an ESMP, and/or a RAP: (i) proceed to have such ESMP and/or RAP as appropriate: (A) prepared and disclosed in accordance with the ESMF and the RPF, respectively; (B) consulted upon adequately with people affected by the Project as per the ESMF and the RPF, respectively, and submitted to the Association for review and approval; and (C) thereafter adopted, prior to implementation of the activity; and (ii) take such measures as shall be necessary or appropriate to ensure compliance with the requirements ofsuch ESMP and/or RAP in a manner acceptable to the Association; (c) all measures are taken to implement the RAPs in a manner and timeframe acceptable to the Association. To this end, the Recipient shall ensure that: (i) funds are made available out of the Recipient's own resources to cover any costs related to cash compensation and land acquisition, if needed, for implementing the RAPs; (ii) prior to carrying out activities which involve displacement, Affected Persons shall be compensated at full replacement cost, resettled and provided with assistance in accordance with the RAPs, as applicable; and (iii) the implementation. monitoring and evaluation of such RAPs is completed and reported in a manner acceptable to the Association. 2. U)dates to Safeguard nsruments (a) Prior to the issuance of tenders for the civil works under Part 1.2 of the Project, the Recipient. through MEADEN, shall update the Preliminary ESIA/ESMP, in a manner and in fonn and substance acceptable to the Association, to take into account, inter alia, the final technical designs of the irrigations schemes to be established under Part 1.2 of the Project (the "Final ESIA/ESMP"). A -19- (b) Without limiting the foregoing (i) the Recipient shall ensure that such Final ESIA/ESMP shall be consulted upon adequately with people affected by the Project in a manner acceptable to the Association, and adopted and disclosed by the Recipient, subject to prior approval by the Association, and thereafter implemented in a manner acceptable to the Association; and (ii) the Recipient shall refrain from tendering or commencing any civil works contract under Part 1.2 ofthe Project unless and until: (A) such Final ESIA/ESMP have been prepared adopted. disclosed and implemented by the Recipient, and approved by the Association: and (B) the Association has confirmed that said civil works may be commenced. (c) The Recipient shall prepare and disclose: (i)(A) by no later than three (3) months after the Effective Date, a Stakeholder Engagement Plan, and (B) by no later than six (6) months after the Effective Date, a Labor Influx Management Plan, in each case in form and substance acceptable to the Association; (ii) ensure that said plans are consulted upon adequately with people affected by the Project in a manner acceptable to the Association, and submitted to the Association for review and approval; and (iii) thereafter adopted. and implemented in a manner acceptable to the Association. 3. The Recipient shall ensure that the Project does not include any activities or expenditures on the negative list set forth in the ESMF. 4. Except as the Association shall otherwise agree in writing, the Recipient shall ensure, that none of the provisions ofthe Safeguard Instruments shall be abrogated, amended, repealed, suspended or waived. In case of any inconsistencies between the provisions of any of the Safeguard Instruments and the provisions of this Agreement, the provisions of this Agreement shall prevaiL 5. 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 terms of reference shall require the technical assistance, design and capacity building activities to take into account the requirements of the applicable Safeguards Policies and EIS Guidelines. 6. Without limitation upon its other reporting obligations under this Agreement. the Recipient shall: (a) take all measures necessary on its part to regularly collect, compile, and submit to the Association, as part of the Project Reports, and promptly in a separate report whenever the Association may require, information on the status of compliance with the Safeguards Instruments, all such reports -20- in form and substance acceptable to the Association, setting out, inter alia: (i) the status of implementation of the Safeguards Instruments; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the Safeguards Instruments; and (iii) corrective and preventive measures taken or required to be taken to address such conditions; (b) promptly furnish to the Association a copy of each progress report prepared and submitted by any entity (including any engineer) supervising the Project's civil works, the Project's contractors and/or subcontractors; and (c) promptly notify the Association 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. 7. The Recipient shall maintain, throughout Project implementation, and publicize the availability of a grievance mechanism, in form and substance satisfactory to the Association, to hear and determine fairly and in good faith all complaints raised in relation to the Project, and take all measures necessary to implement the determinations made by such mechanism in a manner satisfactory to the Association, L Dam Safety 1. By, no later than March 31, 202 1, the Recipient shall establish and, thereafter maintain throughout Piroject implementation., an independent panel of experts, in form and with terms, composition and resources acceptable to the Association, including iter alia, a hydrology and hydraulics specialist, a dam monitoring specialist, and a hydromechanical equipment specialist, for the purpose of reviewing and advising the Recipient on matters related to safety and other critical aspects of Lagdo Dam (the "Panel of Experts"). 2. To ensure the proper management and safety of Lagdo Dam, the Recipient, through MEADEN, shall: (a) by no later than October 31, 2020, develop a time-bound action plan for the implementation of the recommendations of the Dam Safety Assessment Report (including terms of reference and a time-bound action plan for the carrying out of a hydrological and hydraulic study and for the carying out of periodic safety inspections), in form and substance acceptable to the Association (the "Dam Safety Action Plan"), and adopt and implement, or cause to be implemented such action plan in a manner acceptable to the Association: -21- (b) by no later than JanUary 30, 2026, in accordance with terms of reference acceptable to the Association: (i) prepare, or cause to be prepared. an updated operation and maintenance plan, instrumentation plan and emergency preparedness plan for Lagdo Dam (the "Dam Safety Plans"), based on the recommendations of the Dam Safety Assessment Report; (ii) furnish said plans to the Association for its review; (iii) adopt and implement, or cause to be implemented, said plans, taking into account the views of the Association on the matter, and all in a manner and in form and substance acceptable to the Association. 3. Except as the Association shall otherwise agree in writing, the Recipient shall ensure, that none of the provisions of the Dam Safety Action Plan or the Dam Safety Plans shall be abrogated, amended, repealed, suspended or waived. In case of any inconsistencies between the provisions of any of the Dam Safety Action Plan or the Dam Safety Plans and the provisions of this Agreement, the provisions of this Agreement shall prevail J. Contingent Emergency Response 1 . In order to ensure the proper implementation of contingent emergency response activities under Part 4 of the Project ("Emergency Response Part"), the Recipient shall: (a) prepare and furnish to the Association for its review and approval, a Contingency Emergency Response Manual ("CER Manual") which shall set forth detailed implementation arrangements for the Emergency Response Part, including: (i) any additional institutional structures or arrangements for coordinating and implementing the Emergency Response Part; (ii) specific activities which may be included in the Emergency Response Part, Eligible Expenditures required therefor ("Emergency Expenditures"), and any procedures for such incILIsion; (iii) financial management arrangements for the Emergency Response Part: (iv) procurement methods and procedures for the Emergency Response Part; (v) documentation required for withdrawals of Emergency Expenditures; -22- (vi) environmental and social safeguard management arrangements and instruments the Emergency Response Part; and (vii) any other arrangements necessary to ensure proper coordination and implementation of the Emergency Response Part; (b) afford the Association a reasonable opportunity to review the proposed CER MantUal; (c) promptly adopt the CER Manual for the Emergency Response Part as accepted by the Association and integrate it as an annex to the Project Implementation Manual; (d) ensure that the Emergency Response Part is carried out in accordance with the CER Manual; provided, however, that in the event ofany inconsistency between the provisions of the CER Manual and this Agreement, the provisions of this Agreement shall prevail; and (e) not amend. suspend, abrogate, repeal or waive any provision of the CER Manual without the prior written approval by the Association, 2. The Recipient shall, throughout the implementation of the Emergency Response Part, maintain the institutional structures and arrangements established in accordance with the CER Manual, with adequate staff and resources satisfactory to the Association. 3. The Recipient shall undertake no activities under the Emergency Response Part unless and until the following conditions have been met in respect ofsaid activities: (a) the Recipient has determined that an Eligible Crisis or Emergency has occurred, has furnished to the Association a request to include said activities in the Emergency Response Part in order to respond to said Eligible Crisis or Emergency, and the Association has agreed with sLich determination, accepted said request and notilied the Recipient thereof: and (b) the Recipient has ensured the preparation and disclosure of all safeguard instruments as may be required for said activities in accordance with the CER Manual, the Association has approved all said instruments, and the Recipient has ensured the implementation of any actions which are required to be taken under said instruments. -23- Section II. Project Monitoring, Reporting and Evaluation A. Project Reports 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. B. Midterm Review The Recipient shall: (a) carry out jointly with the Association, not later than forty-two (42) months (or such other period as may be agreed with the Association) after the Effective Date, a midtenn review to assess the status of Project implementation. Such review shall include an assessment of the following: (i) overall progress in implementation. including implementation of the MEA DEN Reorganization Plan; (ii) results of monitoring and evaluation activities; (iii) progress on procurement and disbUrsement: (iv) implementation arrangements; and (v) the need to make any adjustments to the ProJect and reallocate funds to improve performance; (b) to this end, prepare and furnish to the Association, not later than one (I month before such review, a report, in scope and detail acceptable to the Association and integrating the results of the monitoring and evaluation activities performed pursuant to Section 5.08(a) of the General Conditions, on the progress achieved in the carrying out of the Project during the period preceding the date of such report and setting out the measures recommended to ensure the efficient carrying out of the Project and the achievement of the objective thereof during the period following such date. Section I. Withdrawal of the Proceeds of the Financing 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 Financing to: (a) finance Eligible Expenditures; and (b) repay the Preparation Advance; in the amount allocated and. if applicable, up to the percentage set forth against each Category of the following table: -24- Category Amount of the Credit Percentage of Allocated (expressed in Expenditures to be EUR) Financed (inclusive of Taxes) (1) Goods, works, non- 37,038.750 100% consulting services, consulting services, Training and Operating Costs for Parts 1. 1, 1.3, 2.2 (b), 2.3, 3.1, 3.2(a), 3.2(c), and 3.3 of the Project (2) Works for Part 1.2 of the 107,100.000 100% Proj ect (3) Goods, non-consulting 13,387,500 services, and consulting services for Part 1.2 of the 100% Proj ect (4) e-Vouchers under Part 2.1 7,586,250 100% of the Project (5) Matching Grants under Part 8,478,750 100% 2.2(a) of the Project (6) Scholarships Under Part 446,250 100% 3.2(b) of the Project (7) Emergency Expenditures 0 100% under Part 4 of the Project (8) Refund of Preparation 4,462,500 Amount payable Advance pursuant to Section 2.07 (a) of the General Conditions TOTAL AMOUNT 178,500,000 B. Withdrawal Conditions; Withdrawal Period 1 . Notwithstanding the provisions of Part A above, no withdrawal shall be made: -25- (a) under Category (2), and without limiting the provisions of Section 1.112 of Schedule 2 to this Agreement, until the Recipient has prepared and adopted the Final ESIA/ESMP in form and substance acceptable to the Association, and the Association has confirmed that civil works under Part 1.2 ofthe Project may be commenced, all in accordance with the provisions of Section 1.11.2 of Schedule 2 to this Agreement (b) under Category (4) for e-Vouchers, intil the Recipient has adopted the e- Voucher Manual, in form and substance acceptable to the Association, and in accordance with the provisions of Section I.E. of Schedule 2 to this Agreement; (c) under Category (5) for Matching Grants, until the Recipient has adopted the Matching Grants Manual, in form and substance acceptable to the Association, and in accordance with the provisions of Section I.E of Schedule 2 to this Agreement; (d) under Category (6) for Scholarships, until the Recipient has adopted the Scholarship Manual and at least one (1) Scholarship Agreement with an Eligible Institution, all in form and substance acceptable to the Association, and in accordance with the provisions of Section L.G of SchedUle 2 to this Agreement; (e) for Emergency Expenditures under Category (7), unless and until the Association is satisfied, and notified the Recipient of its satisfaction, that all of the following conditions have been met in respect of said expenditures: (i) the Recipient has determined that an Eligible Crisis or Emergency has occurred, has furnished to the Association a request to include the proposed activities in the Emergency Response Part in order to respond to said crisis or emergency, and the Association has agreed with such determination, accepted said request and notified the Recipient thereof; (ii) the Recipient has ensured that all safeguard instruments reqUired for said activities have been prepared and disclosed, and the Recipient has ensured that any actions which are required to be taken tinder said instruments have been implemented, all in accordance with the provisions of Section 1.J of this Schedule: (iii) the entities in charge of coordinating and implementing the Emergency Response Pail have adequate staff and resources, in accordance with the provisions of Section 1.3 of this Schedule, for the purposes of said activities; and -26- (iv) the Recipient has adopted the CER Manual, in form and substance acceptable to the Association, and the provisions of the CER Manual remain, or have been updated in accordance with the provisions of Section U. of this Schedule so as to be, appropriate for the inclusion and implementation of the Emergency Response Part. 2. The Closing Date is June 30, 2027. Section IV. Other Undertakings A. Counterpart Funds The Recipient shall ensure that: 1I without limitation upon the provisions of Section 4.03 of the General Conditions, it shall provide, promptly as needed, the funds (the "Counterpart Funds") required for the establishment and operation of the Steering Committee, the Regional Technical Committee, and the Special Tender Board and any other activities required for the implementation of the Project, including any costs for cash compensation or land acquisition, if needed, for the implementation of RAPs, and (unless otherwise agreed with the Association) any costs (including per diems) related to the carrying out of site visits, and follow-Up and supervision missions by the Recipient (collectively, the "CoUnterpart Funds Activities"); and 2. ensure that all Counterpart Funds shall be used exclusively to pay for expenditures required for or related to the Counterpart Funds Activities, and that, unless otherwise agreed with the Association, the proceeds of the Financing shall not be used to finance any such Counterpart Funds Activities. -27- SCHEDULE 3 Repayment Schedule Principal Amount of the Credit Date Payment Due repayable (expressed as a percentage)* On each June 15 and December 15: commencing December 15, 2025 to and 1.65% including June 15, 2045 commencing December 15, 2045 to and 3.40% including June 15, 2050 * The percentages represent 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. -28- APPENDIX Definitions I. "Affected Person" means a person or entity who, on account of the execution of the Project, has experienced or would experience direct economic 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 means 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. "Annual Work Plan and Budget" means an annual work plan and budget referred to in Section I.B.2 of Schedule 2 to this Agreement. 3. "Anti-Corruption Guidelines" means, for purposes ofparagraph 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. 4. "Basis Adjustment to the Interest Charge" means the Association's standard basis adjustment to the Interest Charge for credits in the currency of denomination of the Credit, in effect at 12:01 a.m. Washington, D.C. time, 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 annum. 5. "Basis Adjustment to the Service Charge" means the Association's standard basis adjustment to the Service Charge for credits in the currency of-denomination ofthe Credit, in effect at 12:01 a.m. Washington, D.C. time, 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 annum. 6. "Benue River" means the Benue River in the Recipient's territory. 7. "Benue Valley" means the region consisting of the valley of the Benue River in the Recipient's territory. 8. "Category" means a category set forth in the table in Section Ill.A of Schedule 2 to this Agreement. 9. "Contingency Emergency Response Manual" and the acronym "CER Manual" means the manual referred to in Section 13 of Schedule 2 to this Agreement, to be adopted by the Recipient for the Emergency Response Part and form part of the Project Implementation Manual in accordance with the provisions of said Section. -29- 10. "Dam Safety Action Plan" means the action plan referred to in Section 1.1 of Schedule 2 to this Agreement. I1. "Dam Safety Assessment Report" means: (a) the Rapport de Diagnostic de la Securite du Barrage de Lagdo, dated February 11, 2020, and (b) the Estimation de la Mise aux ormes et Plan d'Action, dated February 14, 2020, prepared for the Recipient for purposes of the Project, as the said documents may be amended from time to time with the prior written agreement of the Association. 12. "Dam Safety Plans" means the operations and maintenance plan, the instrumentation plan and the emergency procedures plan referred to in Section I. of Schedule 2 to this Agreement, as said plans may be amended by the Recipient from time to time, with the prior written agreement of the Association. 13. "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. 14. "Eligible Crisis or Emergency" means an event that has caused, or is likely to imminently cause, a major adverse economic and/or social impact to the Recipient, associated with a natural or man-made crisis or disaster or a disease outbreak. 15. "Eligible Institutions" means an educational or training institution that satisfies the eligibility criteria for such institutions set forth in the Scholarship Manual and through which the Recipient will provide Scholarships to Scholarship Beneficiaries. 16. "Eligible Programs" means an educational or training program related to irrigated agriculture that satisfies the eligibility criteria for such programs set forth in the Scholarship Manual. 17. "Emergency Expenditure" means any of the eligible expenditures set forth in the Emergency Response Manual in accordance with the provisions of Section IJ of Schedule 2 to this Agreement, and required for the Emergency Response Part. 18. "Emergency Response Part" means a specific activity or activities to be carried out in the event of an Eligible Crisis or Emergency under Part 4 of the Project. 19. "Environmental and Social Management Framework" or "ESMF" means the Cadre de Gestion Environmentale et Sociale prepared and adopted by the Recipient and acceptable to the Association, dated November 2019, disclosed in- country, and on the Association's website on December 5, 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, and chance find procedures) of Project activities, including the risks of -30- gender-based violence and sexual exploitation and abuse, adopt measures to avoid. reduce, mitigate or offset environmental and social adverse risks and impacts, including measures that endeavor to prevent and respond to gender-based violence and sexual exploitation and abuse, procedural, budget and institutional arrangements and actions needed to implement these measures, and information on the agency or agencies responsible for addressing the Project's risks and impacts; as well as for the preparation of environmental and social impact assessments and/or management plans, as such framework may be amended by the Recipient from time to time, with the prior written agreement of the Association. 20. "Environmental and Social Management Plan" or "ESMP" means a specific environmental and social management plan prepared or to be prepared in accordance with the procedures and requirements under the ESMF and acceptable to the Association, which details: (a) the measures to be taken during the implementation of the relevant Project activity to avoid, minimize, mitigate or offset adverse environmental and social impacts (including health and safety issues), or to reduce them to acceptable levels; (b) the measures that endeavor to prevent and respond to gender-based violence and sexual exploitation and abuse; (c) 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 from time to time, with the prior written approval of the Association. 21, "e-Voucher" means an electronic purchase order or voucher for the purchase of agricultural inputs, provided or to be provided by the Recipient to an C-Voucher Beneficiary under Part 2.2 of the Project, in accordance with the provisions of Section LE of Schedule 2 to this Agreement. 22. "e-Voucher Beneficiary" means a recipient that satisfies the eligibility criteria for recipients of e-Vouchers set forth in the e-Voucher Manual and to whom a e- Voucher is (or is proposed to be) provided under Part 2.2 of the Project. 23. "e-Voucher Manual" means the manual referred to in Section LE of Schedule 2 to this Agreement, as such manual may be amended by the Recipient from time to time with the prior written agreement of the Association. 24, "Final ESIA/ESMP" means the updated version of the Preliminary ESIA/ESMP to be prepared, adopted and disclosed by the Recipient in accordance with the provisions of Section L.H of Schedule 2 to this Agreement and acceptable to the Association, as such Final EISA/ESMP may be amended by the Recipient from time to time, with the prior written agreement of the Association. 25. "General Conditions" means the "International Development Association General Conditions for IDA Financing, Investment Project Financing", dated December 14, 2018. Al -31- 26. "Irrigation Ministerial Decision" means the ministerial decision to be issued by MINADER referred to in Section 1.D of Schedule 2 to this Agreement. 27. "lrrigation Scheme Management Code" means an irrigation scheme management code referred to in Section L.D of Schedule 2 to this Agreement, as such code may be amended by the Recipient from time to time with the prior written agreement of the Association. 28. "Labor Influx Management Plan" means the labor influx management plan to be prepared and adopted by the Recipient, in form and substance acceptable to the Association, in accordance with the provisions of Section 1.H of Schedule 2 to this Agreement, as said instrument may be updated from time to time with the prior written agreement of the Association. 29. "Ladgdo Dam" means Lagdo Dam, located in the Recipient's Northern Province. 30. "Matching Grant" means a grant under Part 2.2 of the Project, made by the Recipient out of the proceeds of the Financing to a Matching Grant Beneficiary, in accordance with the provisions of Section I.F of Schedule 2 to this Agreement. 31. "Matching Grant Agreement" means an agreement between the Recipient and a Matching Grant Beneficiary, pursuant to which a Matching Grant shall be made available to the Matching Grant Beneficiary, on terms and conditions acceptable to the Association. 32. "Matching Grant Beneficiary" means a producer organization, cooperative, farmer, and agribusinesses, startup or other person or entity, in each case that satisfies the eligibility criteria set forth in the Matching Grants Manual for recipients of Matching Grants and to which a Matching Grant has been (or is proposed to be provided). 33. "Matching Grant Counterpart Funds" has the meaning given to that term in Section I.F.l(a) of Schedule 2 to this Agreement. 34. "Matching Grants Manual" means the manual referred to in Section I.F of Schedule 2 to this Agreement, as such manual may be amended by the Recipient from time to time with the prior written agreement of the Association. 35. "Mayo Kebbi River" means the Mayo Kebbi River in the Recipient's territory. 36. "MEADEN" means the Recipient's Mission dEies pour PAMIenagement et le Developpement ce la Rdgion du ANordl. established pursuant to MEADEN's Legislation. -32- 37. "MEADEN's Decree" means the Recipient's Dcret No. 2019/109 do 04 mars 2019, portant RCorganisation de la Mission d'Eitdes pour I'Amangement et le Developpement de la Region du Nord. 38. "MEADEN Reorganization Plan" means the plan referred to in Section LC of Schedule 2 ofthis Agreement, as sUch plan may be amended by the Recipient from time to time with the prior written agreement of the Association. 39. "MINADER" means the Recipient's ministry responsible for the agriculture and rural development, or a successor thereto. 40. "MINEPAT" means the Recipient's ministry responsible for the management of the economy, planning, and regional development, or a sUccessor thereto. 41. "Monitoring and Evaluation Manual" means the monitoring and evaluation manual referred to in Section 1.B of Schedule 2 of this Agreement, as such manual may be amended by the Recipient from time to time with the prior written agreement of the Association. 42. "Niger Basin Authority" means the Niger Basin Authority, established pursuant to the Convention establishing the Niger Basin, concluded on November 21, 1980. 43. "Operating Costs" means the reasonable incremental operating costs, based on Annual Work Plans and Budgets, incurred by the Recipient on account of Project implementation including: office equipment and supplies, maintenance of equipment, insurance costs, office administration costs, rental, consumables, accommodation, vehicle operation and maintenance costs, utilities, commIUnication charges, per diems, travel allowances, and salaries of the Recipient's locally contracted staff, but excluding salaries, fees, honoraria, bonuses, and any other salary supplements of members of the Recipient's civil service. 44. "Panel of Experts" means the panel of experts referred to in Section 1.1 of Schedule 2 to this Agreement. 45. "Pest Management Plan" means the Plan de Gestion des Nuisibles, prepared by the Recipient dated January 2020, acceptable to the Association, and disclosed on the Association's website on February 10, 2020, as said instrument may be updated from time to time with the prior written agreement of the Association. 46. "Preliminary ESIA/ESMP' means the Etude d'impact Environnemental el Social Generique prepared and adopted by the Recipient dated January 2020, acceptable to the Association, disclosed in-country, and the Association's website on February 10, 2020, setting out details of potential environmental and social risks, including risks of gender-based violence and sexual exploitation and abuse, and -33- adverse impacts associated with any Project activities, together with an environmental and social management plan defining measures to manage such risks and impacts, including measures that endeavor to prevent and respond to gender-based violence and sexual exploitation and abuse, procedural. budget and institutional arrangernents 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, 47. "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 and on behalf of the Recipient on July 9. 2018. 48. "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. 49. "Project Implementing Agency" means MEADEN. 50. "Project Implementation Manual" and "PlM" mean the Project Implementation Manual, dated July 20, 2020, adopted by the Recipient in form and substance satisfactory to the Association, as such manual may be amended by the Recipient from time to time with the prior written agreement of the Association. 51. "Project Implementation Unit" and "PlU" mean the Recipient's implementation unit to be established pursuant to Section IA.3 of Schedule 2 to this Agreement. 52. "Project ProcedUres Manual" means the Project procedures manual referred to in Section I.B of Schedule 2 of this Agreement, as such manual may be amended by the Recipient from time to time with the prior written agreement of the Association. 53. Project Steering Committee" means the Recipient's steering committee to be established purstrant to Section I.A. I of Schedule 2 to this Agreement. 54. "PULCI Legal Agreements" means: (a) the Financing Agreement, dated September 9, 2013, entered into between the Association and the Recipient., and (b) the Project Agreement, dated September 9, 2013, entered into between the Association and Socidtd d Expansion et Modernisation de la Riziculture cde Yagoua ("SEMRY"), in respect of the Flood Emergency Project (Credit Number 5276- CM), as amended from time to time. 55. "PULCI PIU" means the SEMRY project iniplenientation unit established pursuant to the PULCI Legal Agreements. -34- 56. "Regional Technical Monitoring Team" means the Recipient's regional technical monitoring team to be established pursuant to Section I.A.2 of Schedule 2 to this Agreement. 57. "Resettlement Action Plan" or "RAP" means a specific resettlement action plan prepared or to be prepared in accordance with the procedures and requirements of the RPF, and acceptable to the Association, 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 Association ; and "RAPs" means, collectively, all such RAPs. 58. "Resettlement Policy Framework" or "RPF" means the Coadre de 'olitique de Reinstallation prepared and adopted by the Recipient dated November 2019, acceptable to the Association, and disclosed on the Association's website on February 10, 2020, 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. 59. "Safeguard Instruments" means collectively, the Preliminary ESIA/ESMP, the Final ESIA/ESMP, the ESMF, ESMPs, Pest Management Plan, RPF, RAPs, Labor Influx Management Plan, Stakeholder Engagement Plan, EIS Guidelines, and Dam Safety Plans and "Safeguard instrument" means any of such SafegLiards InstrUments. 60. "Safeguard Policies" means, the Operational Policies (OPs) and Bank Procedures (BPs) of the Bank. namely OP/BP 4.01 (Environmental Assessment), OP/BP 4.04 (Natural Habitats), OP/BP 4.09 (Pest Management), OP/BP 4.10 (Indigenous Peoples), OP/BP 4.11 (Physical Cultural Resources), OP/BP 4.12 (Involuntary Resettlement). OP/BP 4.36 (Forests), and OP/BP 4.37 (Safety of Dams); available on the Association's website. 61. "Scholarship" means a scholarship provided urder Part 3.2(b) of the Project. made by the Recipient with the proceeds of the Financing to a Scholarship Beneficiary, in accordance with the provisions of Section L.G of Schedule 2 to this Agreement. 62. "Scholarship Agreement" means an agreement between the Recipient and an Eligible Institution, pursuant to which Scholarships may be provided by the Recipient through said Eligible Institution, on terms and conditions acceptable to the Association. 63. "Scholarship Beneficiary" means a student that satisfies the eligibility criteria for Scholarship Beneficiaries set forth in the Scholarship Beneficiaries set forth in the -35- Scholarships Manual, and to which a Scholarship has been (or is proposed to be) provided. 64. "Scholarship Manual" means the manual referred to in Section LG of Schedule 2 to this Agreement, as such manual may be amended by the Recipient from time to time with the prior written agreement of the Association. 65. "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. 66. "Stakeholder Engagement Plan" means the stakeholder engagement plan to be prepared by the Recipient for purposes of the Project and acceptable to the Association, as said plan may be revised from time to time with the prior written agreement of the Association. 67. "Sub-Project" has the meaning given to that term in Part 2.2 of the Project. 68. "Training" means the reasonable costs associated with training under the Project, based on the relevant Annual Work Plan and Budget, and attributable to study tours, training courses, seminars, workshops and other training activities, not included under service providers' contracts, including costs of training materials, space and equipment rental, travel, accommodation and per diem costs of trainees and trainers. trainers' fees, and other training related miscellaneous costs. 69. "WUA" means a water users association.