27-Jan-2025 Date: ________________ H.E. Sid' Ahmed Bouh Minister of Economy and Finance Ministry of Economy and Finance Avenue Nelson Mandela BP 238 Nouakchott Mauritania Re: Advance Agreement for Preparation of Proposed Development, Resilience and Valorization of Transboundary Water for West Africa - DREVE Multi-Phase Programmatic Approach (MPA) Project – Phase 1 Preparation Advance No. V5350 Excellency: In response to the request for financial assistance made on behalf of the Islamic Republic of Mauritania (“Recipient”), I am pleased to inform you that the International Development Association (“Bank”) proposes to extend to the Recipient an advance out of the Bank’s Project Preparation Facility in an amount not to exceed four million nine hundred fifty thousand Dollars ($4,950,000) (“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 management, resilience and development of surface and groundwater resources, and strengthen transboundary water cooperation in West Africa (“Project”), for the carrying out of which the Recipient has requested the 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. Please confirm the Recipient’s agreement to the foregoing by having an authorized official of the Recipient sign and date this Agreement, and returning one duly executed copy to the Bank. Very truly yours, INTERNATIONAL DEVELOPMENT ASSOCIATION By __________________________________________/ps1/ Marina Wes Acting Director for Regional Integration Africa, Middle East and North Africa AGREED: ISLAMIC REPUBLIC OF MAURITANIA By __________________________/ps2/ Authorized Representative Sid Ahmed Bouh Name __________________________/pn2/ Minister of Economy and Finance Title __________________________/pt2/ 17-Feb-2025 Date __________________________/pd2/ Enclosures: (1) “Standard Conditions for Advances Made by the Bank under its Project Preparation Facility”, dated August 1, 2022; and (2) Disbursement and Financial Information Letter for the Advance of the same date as this Agreement, together with “Disbursement Guidelines for Investment Project Financing”, dated February 2017. PPA No. V5350 ANNEX Article I Standard Conditions; Definitions 1.01. Standard Conditions. The Standard Conditions (as defined in Section 1.02 below) constitute an integral part of this Agreement. 1.02. Definitions. 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 Section. (a) “Anti-Corruption Guidelines” means, for purposes of paragraph 11 of the Appendix to the Standard Conditions, the “Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants”, dated October 15, 2006, and revised in January, 2011, and as of July 1, 2016. (b) “Category” means a category set forth in the table in Section 3.01 of this Agreement. (c) “Environmental and Social Commitment Plan” or “ESCP” means the environmental and social commitment plan for the Project, dated August 12, 2024, as the same may be amended from time to time in accordance with the provisions thereof, which sets out the material measures and actions that the Recipient shall carry out or cause to be carried out to address the potential environmental and social risks and impacts of the Project, including the timeframes of the actions and measures, institutional, staffing, training, monitoring and reporting arrangements, and any environmental and social instruments to be prepared thereunder. (d) “Environmental and Social Standards” or “ESSs” means, collectively: (i) “Environmental and Social Standard 1: Assessment and Management of Environmental and Social Risks and Impacts”; (ii) “Environmental and Social Standard 2: Labor and Working Conditions”; (iii) “Environmental and Social Standard 3: Resource Efficiency and Pollution Prevention and Management”; (iv) “Environmental and Social Standard 4: Community Health and Safety”; (v) “Environmental and Social Standard 5: Land Acquisition, Restrictions on Land Use and Involuntary Resettlement”; (vi) “Environmental and Social Standard 6: Biodiversity Conservation and Sustainable Management of Living Natural Resources”; (vii) “Environmental and Social Standard 7: Indigenous Peoples/Sub-Saharan African Historically Underserved Traditional Local Communities”; (viii) “Environmental and Social Standard 8: Cultural Heritage”; (ix) “Environmental and Social Standard 9: Financial Intermediaries”; (x) “Environmental and Social Standard 10: Stakeholder Engagement and Information Disclosure”; effective on October 1, 2018, as published by the Bank. (e) “OMVS” means the Organisation pour la Mise en Valeur du Fleuve Sénégal, established and operating pursuant to the OMVS Conventions. (f) “OMVS Conventions” means the Convention relative au Statut du Fleuve Sénégal of March 11, 1972, the Convention portant Création de l'Organisation pour la Mise en Valeur du Fleuve Sénégal of March 11, 1972, the Convention relative au Statut Juridique des Ouvrages Communs of December 21, 1978, the Convention relative aux Modalités de Financement des Ouvrages Communs of May 12, 1982, the convention establishing SOGEM of January 7, 1997, all among Mali, Mauritania and Sénégal, and the Traité d’Adhésion de la Guinée of March 16, 2006 among Mali, Mauritania, Sénégal, and Guinée. (g) “Operating Costs” means the reasonable incremental expenses incurred by the Recipient on account of the implementation of the Activities, management and monitoring, including on account of operation and maintenance of offices, vehicles and office equipment, office supplies, water and electricity utilities charges, telephone charges, bank charges, travel and supervision costs, per diem, and salaries of contractual staff, but excluding the salaries and indemnities of officials and public servants of the Recipient’s civil service. (h) “Procurement Regulations” means, for purposes of paragraph 50 of the Appendix to the Standard Conditions, the “World Bank Procurement Regulations for IPF Borrowers”, dated September 2023. (i) “Standard Conditions” means the “Standard Conditions for Advances Made by the Bank under its Project Preparation Facility”, dated August 1, 2022. (j) “Subsidiary Agreement” means the agreement referred to in Section 2.03(b) of this Agreement. Article II Execution of the Activities 2.01. Description of the Activities. The Activities for which the Advance is provided consist of the following parts: (a) Updating and finalizing the technical and safeguards studies for key infrastructure to be rehabilitated and developed by the Project; (b) Carrying out preparatory studies for activities to be implemented during the Project; (c) Providing technical assistance for the recruitment of individual consultants in participating countries and for the purchasing of up to two vehicles to support Project’s preparation; (d) Developing key Project documents including, the Project environmental and social framework, the stakeholder engagement plan, and the grievance redress mechanism; and (e) Preparing the Project operations manual. 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 Organisation pour la Mise en Valeur du Fleuve Sénégal (OMVS) in accordance with the provisions of: (a) Article II of the Standard Conditions; (b) this Article II; (c) the Anti-Corruption Guidelines; and (d) the Subsidiary Agreement. 2.03. Institutional and Other Arrangements. Without limitation upon Section 2.02 above, the Recipient shall: (a) cause the OMVS to maintain, throughout the Refinancing Date, key staff in adequate numbers and with qualifications, experience, and functions acceptable to the Bank. The OMVS shall be responsible for the day-to-day implementation of the Activities, including procurement and financial management. (b) make part of the proceeds of the Advance available to the OMVS under a subsidiary agreement between the Recipient and the OMVS, under terms and conditions acceptable to the Bank, which shall include the OMVS’ obligation to carry out the Activities in accordance with the provisions set forth in this Agreement, the ESCP and the Anti-Corruption Guidelines (“Subsidiary Agreement”). (c) exercise its rights and carry out its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Bank and to accomplish the purposes of the Advance. Except as the Bank shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement, or any of its provisions. In case of any conflict between the terms of the Subsidiary Agreement and those of this Agreement, the terms of this Agreement shall prevail. (d) Without limitations to the provisions of paragraphs (a) through (c) of this Section, the Recipient shall, no later than four (4) months after the Effective Date, recruit or appoint an external auditor with terms of reference, qualifications and experience acceptable to the Bank and said position shall be thereafter maintained throughout the implementation of the Activities. 2.04 Environmental and Social Standards (a) The Recipient shall, and shall cause the OMVS to, ensure that the Activities are carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Bank. (b) Without limitation upon paragraph (a) above, the Recipient shall, and shall cause the OMVS to, ensure that the Activities are implemented in accordance with the Environmental and Social Commitment Plan (“ESCP”), in a manner acceptable to the Bank. To this end, the Recipient shall, and shall cause the OMVS to, ensure that: (i) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, as provided in the ESCP; (ii) sufficient funds are available to cover the costs of implementing the ESCP; (iii) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the ESCP, as provided in the ESCP; and (iv) the ESCP, or any provision thereof, is not amended, repealed, suspended or waived, except as the Bank shall otherwise agree in writing, as specified in the ESCP, and ensure that the revised ESCP is disclosed promptly thereafter. (c) In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shall prevail. (d) The Recipient shall, and shall cause the OMSV to, ensure that: (i) all measures necessary are taken to collect, compile, and furnish to the Bank through regular reports, with the frequency specified in the ESCP, and promptly in a separate report or reports, if so requested by the Bank, information on the status of compliance with the ESCP and the environmental and social instruments referred to therein, all such reports in form and substance acceptable to the Bank, setting out, inter alia: (A) the status of implementation of the ESCP; (B) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (C) corrective and preventive measures taken or required to be taken to address such conditions; and (ii) the Bank is promptly notified of any incident or accident related to or having an impact on the Activities which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers, in accordance with the ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. (e) The Recipient shall, and shall cause the OMVS to, establish, publicize, maintain and operate an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of Activities-affected people, and take all measures necessary and appropriate to resolve, or facilitate the resolution of, such concerns and grievances, in a manner acceptable to the Bank. 2.05. Monitoring, Reporting and Evaluation of the Activities. The Recipient shall ensure that each Activity Report is furnished to the Bank not later than one month after each calendar semester, covering the calendar semester. 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 III of the Standard Conditions; and (b) this Section, 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 of Taxes) (1) Goods, non-consulting 4,950,000 100% services, consulting’ services and Operating Costs under the Activities TOTAL AMOUNT 4,950,000 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. Refinancing Date. The Refinancing Date is October 22, 2025. Article IV Terms of the Advance 4.01. 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 Bank (together with any service charges accrued thereon) in accordance with the provisions of Article IV 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 Withdrawn Advance Balance shall be repaid to the 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 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, 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 Bank (together with service charges accrued on the Withdrawn Advance Balance to the date of repayment) on such date as the 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 Bank in ten approximately equal semiannual installments, in the amounts and on the dates (“Payment Dates”) which the 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 1%) per annum, payable in arrears on each Payment Date. The service charge shall be computed on the basis of a 360-day year of twelve 30-day months. Article V Additional Remedies 5.01. Additional Events of Suspension. The Additional Event of Suspension consists of the following: (a) the OMVS Conventions have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the Recipient’s or the OMVS’ ability to perform any of their obligations under this Agreement; and (b) the Subsidiary Agreement has been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the Recipient’s or the OMVS’ ability to perform any of their obligations under this Agreement. Article VI Effectiveness; Termination 6.01. The Additional Condition of Effectiveness consists of the following: (a) this Agreement is legally binding upon the Recipient in accordance with its terms; and (b) the Subsidiary Agreement referred to in Section 2.03(b) of this Agreement is legally binding upon the Recipient and the OMVS in accordance with its terms. 6.02. As part of the evidence to be furnished pursuant to sub-paragraph (a) of Article 6.01, there shall be furnished to the Bank an opinion or opinions satisfactory to the Bank of counsel acceptable to the Bank or, if the Bank so requests, a certificate satisfactory to the Bank of a competent official of the Recipient, showing the following matters: (a) on behalf of the Recipient, that this Agreement has been duly authorized or ratified by, and executed and delivered on its behalf and is legally binding upon it in accordance with its terms; and (b) on behalf of OMVS, that the Subsidiary Agreement has been duly authorized or ratified by, and executed and delivered on its behalf and is legally binding upon it in accordance with its terms. 6.03. The Effectiveness Deadline is the date ninety (90) days after the date of this Agreement. 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 in charge of economy and finance. 7.02. Recipient’s Address. For purposes of Section 9.01 of the Standard Conditions: (a) the Recipient’s Address is: Ministry of Economy and Finance Avenue Nelson Mandela BP 238 Nouakchott Mauritania (b) the Recipient’s Electronic Address is: Facsimile: 222-45-25-33-35 7.03. Bank’s Address. For purposes of Section 9.01 of the Standard Conditions: (a) the Bank’s Address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Bank’s Electronic Address is: Telex: Facsimile: 248423 (MCI) or 1-202-477-6391 64145 (MCI)