The World Bank 1818 H Street N.W. (202) 477-1234
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD
INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS
CONFORMED COPY
April 7, 2011
Mr. Karim Mansouri
Managing Director
Fonds d’Equipement Communal (FEC)
Espace Oudayas
Angle Avenue Annakhil et Avenue Ben Barka
BP 2175 – Hay Ryad
Rabat
Kingdom of Morocco
Re: Carbon Asset Development Fund Multi-Donor Trust Fund Grant No. TF098543
Preparation of the Municipal Solid Waste Carbon Finance Project
Dear Mr. Mansouri:
In response to the request for financial assistance made on behalf of Fonds d’Equipement
Communal (FEC) (“Recipient�?), I am pleased to inform you that the International Bank for
Reconstruction and Development (“World Bank�?), acting as administrator of grant funds provided
by various donors under the Carbon Asset Development Fund Multi-Donor Trust Fund, proposes to
extend to the Recipient for the benefit of the Kingdom of Morocco (“Member Country�?), a grant
in an amount not to exceed five hundred twenty thousand United Stated Dollars (U.S.$520,000)
(“Grant�?) on the terms and conditions set forth or referred to in this letter agreement (“Agreement�?),
which includes the attached Annex, to assist in the financing of the project described in the Annex
(“Project�?). This Grant is funded out of the abovementioned trust fund for which the World Bank
receives periodic contributions. In accordance with Section 3.02 of the Standard Conditions (as
defined in the Annex to this Agreement), the Recipient may withdraw the Grant proceeds subject to
the availability of such funds.
The Recipient represents, by confirming its agreement below, that it is authorized to enter
into this Agreement and to carry out the Project in accordance with the terms and conditions set forth
or referred to in this Agreement.
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 countersignature; provided, however, that the offer of this
Agreement shall be deemed withdrawn if the World Bank has not received the countersigned
copy of this Agreement within 60 days after the date of signature of this Agreement by the World
Bank, unless the World Bank shall have established a later date for such purpose.
Very truly yours,
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
/s/ Simon Gray
Country Director
Middle East and North Africa Region
AGREED:
FONDS D’ EQUIPEMENT COMMUNAL
By: /s/ Karim Mansouri
Authorized Representative
Name: Karim Mansouri
Title: Managing Director
Date: April 28, 2011
Enclosures:
(1) Standard Conditions for Grants Made by the World Bank Out of Various Funds,
dated July 31, 2010
(2) Disbursement Letter of the same date as this Agreement, together with World Bank
Disbursement Guidelines for Projects, dated May 1, 2006
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CADF Grant No. TF098543
ANNEX
Article I
Standard Conditions; Definitions
1.01. Standard Conditions. The Standard Conditions for Grants Made by the World Bank out
of Various Funds dated July 31, 2010 (“Standard Conditions�?) constitute an integral part of this
Agreement.
1.02. Definitions. The terms CDM, CFD, ER, and ERPA have the same meaning ascribed to
them in the Instrument establishing the Carbon Partnership Facility (CPF) dated May 15, 2010, as
amended from time to time, which was incorporated by reference to the Seller Participation
Agreement dated October 4, 2009 between IBRD as Trustee of the Carbon Fund and Carbon
Asset Development Fund of the CPF, and FEC regarding the first tranche of the Carbon Fund of
the CPF. Unless the context requires otherwise, the capitalized terms used in this Agreement have
the meanings ascribed to them in the Standard Conditions or in this Agreement:
(i) “Programme of Activities�? or “PoA�? means a voluntary coordinated action by a
private or public entity which coordinates and implements any policy/measure or
stated goal (i.e. incentive schemes and voluntary programmes), which leads to
anthropogenic greenhouse gas emission reductions or net anthropogenic
greenhouse gas removals by sinks that are additional to any that would occur in
the absence of the PoA, via an unlimited number of CPAs;
(ii) “CDM programme activity�? or “CPA�? means a project activity under a
programme of activities.
(iii) “Landfill gas�? or “LFG�? means the release of gases such as methane from the
anaerobic decomposition of organic waste at landfill sites; and
(iv) “Sub-Project Agreement�? means an agreement governing the purchase and sale
of Emission Reductions from one or more CPA entered into between the
Program Entity and the CPA implementers;
Article II
Project Execution
2.01. Project Objectives and Description. The objective of the Project is to support FEC prepare
the Morocco Municipal solid Waste Carbon Finance Program. The main objective of this CDM PoA
is to avoid methane (CH4) emissions from municipal landfills in Morocco by promoting LFG
capture and flaring or electricity generation projects. Carbon dioxide (CO2) emissions will also be
avoided through the displacement of fossil fuel consumption related to the generation of electricity
for the national grid. The Project consists of the following parts:
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(a) Provision of technical assistance in preparing design documents of the activities of the
PoA, including CPA design documents and generic monitoring plan;
(b) Provision of technical assistance in managing and coordinating CDM PoA in
compliance with CDM rules;
(c) Provision of legal support in drafting generic Sub-Project Agreements and specific Sub-
Project Agreements;
(d) Provision of technical assistance in supporting CPA implementers for the
implementation of monitoring tools and procedures in compliance with CDM
requirements, including implementing carbon asset registry and information systems,
CPA monitoring and ER payment procedures; and
(e) Building CDM capacity by organizing workshops and training tools for CPA
implementers.
2.02. Project Execution Generally. 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: (a) Article II of the Standard Conditions; (b) 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 (“Anti-Corruption Guidelines�?);
and (c) this Article II.
2.03. Donor Visibility and Visit. (a) The Recipient shall take or cause to be taken all such
measures as the World Bank may reasonably request to identify publicly the Donor’s support for
the Project.
(b) For the purposes of Section 2.09 of the Standard Conditions, the Recipient shall,
upon the World Bank’s request, take all measures required on its part to enable the
representatives of the Donors to visit any part of the Member Country’s territory for purposes
related to the Project.
2.04. Project Monitoring, Reporting and Evaluation. (a) The Recipient shall monitor and
evaluate the progress of the Project and prepare Project Reports in accordance with the provisions
of Section 2.06 of the Standard Conditions and on the basis of the indicators set forth below in
paragraph (b) of this Section. Each Project Report shall cover the period of one calendar
semester, and shall be furnished to the World Bank not later than one month after the end of the
period covered by such report.
(b) The performance indicators referred to above in paragraph (a) consist of the
following:
(i) Percentage of the costs indicated in the Procurement Plan, as amended
from time to time, for activities have been completed;
(ii) At least four (4) Sub-Project Agreements signed and CDM project
activities designed documents submitted for validation;
(iii) At least two CPA design documents registered; and
(iv) Capacity building and training events organized for CPA implementers
and 10 implementers trained.
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(c) The Recipient shall prepare the Completion Report in accordance with the provisions of
Section 2.06 of the Standard Conditions. The Completion Report shall be furnished to the World
Bank not later than six months after the Closing Date.
2.05. Financial Management. (a) The Recipient shall ensure that a financial management
system is maintained in accordance with the provisions of Section 2.07 of the Standard
Conditions.
(b) The Recipient shall ensure that interim unaudited financial reports for the Project
are prepared and furnished to the World Bank not later than 45 days after the end of each calendar
semester, covering the semester, in form and substance satisfactory to the World Bank.
(c) The Recipient shall have its Financial Statements audited in accordance with the
provisions of Section 2.07 (b) of the Standard Conditions. Each audit of the Financial Statements
shall cover the period of one fiscal year of the Recipient. The audited Financial Statements for
each such period shall be furnished to the World Bank not later than six months after the end of
such period.
2.06. Procurement
(a) General. All goods and services required for the Project and to be financed out
of the proceeds of the Grant shall be procured in accordance with the requirements set forth or
referred to in:
(i) Section I of the “Guidelines: Procurement under IBRD Loans and IDA
Credits�? published by the World Bank in May 2004 and revised in
October 2006 and May 2010 (“Procurement Guidelines�?), in the case of
goods;
(ii) Sections I and IV of the “Guidelines: Selection and Employment of
Consultants by World Bank Borrowers�? published by the World Bank in
May 2004 and revised in October 2006 and May 2010 (“Consultant
Guidelines�?) in the case of consultants’ services; and
(iii) The provisions of this Section, as the same shall be elaborated in the
procurement plan prepared and updated from time to time by the
Recipient for the Project in accordance with paragraph 1.16 of the
Procurement Guidelines and paragraph 1.24 of the Consultant Guidelines
(“Procurement Plan�?).
(b) Definitions. The capitalized terms used in the following paragraphs of this
Section to describe particular procurement methods or methods of review by the World Bank of
particular contracts, refer to the corresponding method described in the Procurement Guidelines,
or the Consultant Guidelines, as the case may be.
(c) Particular Methods of Procurement of Goods
(i) Except as otherwise provided in sub-paragraph (ii) below, goods shall be
procured under contracts awarded on the basis of Shopping.
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(ii) The following method, other than Shopping, may be used for
procurement of goods for those contracts specified in the Procurement
Plan: (A) Direct Contracting in accordance with the provisions of
paragraph 3.7 of the Procurement Guidelines.
(d) Particular Methods of Procurement of Consultants’ Services
(i) Except as otherwise provided in sub-paragraph (ii) below, consultants’
services shall be procured under contracts awarded on the basis of
Quality- and Cost-based Selection.
(ii) The following methods may be used for the procurement of consultants’
services for those assignments which are specified in the Procurement
Plan: (A) Least Cost Selection; (B) Selection based on Consultants’
Qualifications; (C) Single-source Selection; (D) Selection of Individual
Consultants; and (E) Sole Source Procedures for the Selection of
Individual Consultants.
(e) Review by the World Bank of Procurement Decisions. The Procurement Plan
shall set forth those contracts which shall be subject to the World Bank’s Prior Review. All other
contracts shall be subject to Post Review by the World Bank.
Article III
Withdrawal of Grant Proceeds
3.01. Eligible Expenditures. The Recipient may withdraw the proceeds of the Grant in
accordance with the provisions of: (a) the Standard Conditions; (b) this Section; and (c) such
additional instructions as the World Bank may specify by notice to the Recipient (including the
“World Bank Disbursement Guidelines for Projects�? dated May 2006, 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 the
categories of Eligible Expenditures that may be financed out of the proceeds of the Grant
(“Category�?), the allocations of the amounts of the Grant to each Category, and the percentage of
expenditures to be financed for Eligible Expenditures in each Category:
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Percentage of
Amount of the Grant Expenditures to be
Category Allocated Financed
(expressed in USD) (inclusive of Taxes)
(1) Consultants’ Services, 478,000 100%
including audit
(2) Training, Workshops 36,000 100%
and Stakeholder Consultation
(3) Goods 6,000 100%
TOTAL AMOUNT 520,000
For the purpose of this paragraph, the term “Training, Workshops and Stakeholder Consultation�?
means cost related to workshops and fees paid to training service providers, costs related to
conducting public consultations, rental of facilities, production and distribution of
documentations and communications.
3.02. Withdrawal Conditions. Notwithstanding the provisions of Section 3.01 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. Withdrawal Period. The Closing Date referred to in Section 3.06 (c) of the Standard
Conditions is December 31, 2014.
Article IV
Recipient’s Representative; Addresses
4.01. Recipient’s Representative. The Recipient’s Representative referred to in Section 7.02
of the Standard Conditions is the Managing Director.
4.02. Recipient’s Address. The Recipient’s Address referred to in Section 7.01 of the Standard
Conditions is:
Fonds d’Equipement Communal (FEC)
Espace Oudayas
Angle Avenue Annakhil et Avenue Ben Barka
BP 2175 – Hay Ryad
Rabat
Kingdom of Morocco
Facsimile:
+212-5-37-566-090
4.03. World Bank’s Address. The World Bank’s Address referred to in Section 7.01 of the
Standard Conditions is:
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International Bank for Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable: Telex: Facsimile:
INTBAFRAD 248423 (MCI) or 1-202-477-6391
Washington, D.C. 64145 (MCI)
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