GRANT NUMBER D7020-SL Financing Agreement (Economic Diversification Project) between REPUBLIC OF SIERRA LEONE and INTERNATIONAL DEVELOPMENT ASSOCIATION GRANT NUMBER D7020-SL FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between REPUBLIC OF SIERRA LEONE (“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 grant, which is deemed as Concessional Financing for purposes of the General Conditions, in an amount equivalent to twenty nine million two hundred thousand Special Drawing Rights (SDR 29,200,000) (“Financing”), to assist in financing the project described in Schedule 1 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 Payment Dates are February 15 and August 15 in each year. 2.05. The Payment Currency is Dollar. -2- 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 in accordance with the provisions of Article V of the General Conditions and Schedule 2 to this Agreement. ARTICLE IV — EFFECTIVENESS; TERMINATION 4.01. The Additional Condition of Effectiveness consist of the following, namely that the Recipient has: a) prepared and adopted a Project Implementation Manual in form and substance satisfactory to the Association; and b) recruited a Project coordinator with qualifications, experience and under terms of reference satisfactory to the Association. 4.02. The Effectiveness Deadline is the date ninety (90) days after the Signature Date. 4.03. 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 years after the Signature Date. ARTICLE V — REPRESENTATIVE; ADDRESSES 5.01. The Recipient’s Representative is its minister for Finance. 5.02. For purposes of Section 11.01 of the General Conditions: (a) the Recipient’s address is: Ministry of Finance Treasury Building, George Street Freetown, Sierra Leone; and (b) the Recipient’s Electronic Address is: E-mail: minister@mof.gov.sl -3- 5.03. 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 Signature Date. REPUBLIC OF SIERRA LEONE By _____________________________________/s1/ Authorized Representative Jacob Jusu Saffa Name: __________________________/n1/ Minister of Finance Title: __________________________/t1/ 18-Aug-2020 Date: __________________________/d1/ INTERNATIONAL DEVELOPMENT ASSOCIATION By _____________________________________/s2/ Authorized Representative Pierre Laporte Name: __________________________ /n2/ /t2/ Sierra Leone Country Director, Ghana, Liberia, Title: __________________________ August 3, 2020 Date: __________________________ /d2/ -5- SCHEDULE 1 Project Description The objective of the Project is to increase investment, Small and Medium Enterprise (SME) growth, and entrepreneurship in non-mining productive sectors in the Recipient’s territory. The Project consists of the following parts: Part I: Improving Business Environment and Building Public Capacity 1.1. Streamlining Government to Business Interactions Supporting the Recipient’s policy, administrative and regulatory reforms to facilitate business entry and operation through inter alia: (a) facilitating business registration and licensing, including: (i) reviewing and updating business registration and licensing laws; (ii) mapping, business processes re-engineering, and digitizing existing procedures to: (A) register a business and obtain business licenses and permits at the national level and piloting the same processes at the municipal level; and (B) purchasing and implementing new information and communication technology (ICT) systems for the relevant ministries, departments, and agencies; and (iii) creating a centralized One-Stop Shop for Business Services (OSSBS) to provide information on business registration, licensing, and operation. (b) carrying out activities for the establishment of the Electronic Construction Permit System and digitalization of land records, including: (i) supporting the development of an Online Electronic Construction Permit System; (ii) digitizing existing land records at the Office of Administrator and Registrar General (OARG), and creating digital searchable databases covering property deeds and interests in land including financial incumbrances; and -6- (iii) conducting an analysis of the legal and administrative framework for land records to modernize and harmonize said framework, and streamline administrative procedures and policies related to transfer of property rights. 1.2. Strengthening Access to Finance Infrastructure Carrying out activities to strengthen access to finance infrastructure by supporting the improvement of the Collateral Registry for movable securities, including through: (a) conducting an analysis of the legal and regulatory framework for movable assets, to modernize and harmonize said framework; (b) enhancing compliance and usage of the Collateral Registry by the financial sector and other creditors, including through supporting the analysis of data generated by the Collateral Registry; (c) conducting extensive information and communications campaigns on the Collateral Registry amongst the local SMEs, taking into consideration specific strategies to reach women and persons with disabilities; and (d) providing training on the use of the new Collateral Registry and the benefits of movable collateral to personnel in the financial sector. 1.3. Building Institutional Capacity (a) Providing training to staff of key agencies on the reforms and activities supported by the Project. (b) Providing technical assistance to: (i) support reviews and drafting of new legislation, regulations, administrative processes, policies and plans that directly or indirectly affect the development of the private sector; and (ii) conduct relevant benchmarking exercises and enterprise surveys to achieving the objectives of the Project. -7- Part II: SMEs and Entrepreneurship Supporting the Recipient’s program for facilitating SME growth and stimulating entrepreneurship in high-growth productive sectors through the following activities: 2.1. Public Goods Interventions Supporting investments in Strategic Public Goods, including: (a) the selection, design and implementation of destination improvements aimed at providing capacity building, upgrading and putting basic enabling infrastructure in place to stimulate private sector investment in the tourism sector and improve the competitiveness of businesses in these destinations; (b) the establishment of two pilot SME Solution Centers to improve access to business services and provide relevant technical assistance for SMEs and entrepreneurs; and (c) supporting the Recipient’s tourism rebranding and marketing efforts to identify key markets and adopt strategies to market local sites of tourist interest. 2.2. Supporting startups, SMEs and the Entrepreneurship Ecosystem (a) Supporting the Entrepreneurship Ecosystem through provision of: (i) capacity building and technical assistance to local institutions, including Entrepreneurship Hubs, universities and non-governmental organizations (NGOs) that are stimulating entrepreneurship; and (ii) Sub-grants for the enhancement of physical spaces where necessary, and to promote entrepreneurship activities such as hackathons, competitions, bootcamps, and targeted training and networking events. (b) Supporting start-ups and SMEs by: (i) recruiting consultants, incubators and accelerators to provide technical advisory services to start-ups and SMEs including, general business development services such as product development, market validation, customer discovery, marketing, business model, accounting, legal and contracting; and (ii) providing Sub-grants to start-ups and SMEs to finance Subprojects that complement the technical advisory services provided by the consultants, incubators and accelerators, including the purchase of goods and the implementation of small works in connection with their business proposals, as well as providing Sub-grants -8- and technical assistance to eligible SMEs and start-ups to address challenges and opportunities presented by the COVID-19 pandemic; and (c) Providing Conditional Investment Grants to selected growth-oriented SMEs aimed at leveraging additional private investments into said SMEs. Part III: Project Management and Evaluation Provision of support for the implementation, management, and coordination of the Project including: (a) conducting external audits, monitoring and evaluation; (b) establishment of a grievance redress mechanism; (c) training and carrying out communications, citizen engagement, and stakeholder coordination activities; (d) collection of Project data on gender analysis, SMEs and sector-based surveys to assess progress against Project indicators, as needed; and (e) conducting an evaluation of the SME and entrepreneurship support activities. Part IV: Contingency Emergency Response Component Providing immediate response to an Eligible Crisis or Emergency, as needed. -9- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements 1. Project Coordination Unit The Recipient shall: (a) not later than three (3) months from the Effective Date, establish and maintain within its Ministry of Finance, a Project Coordination Unit (PCU) responsible for the day-to-day implementation and coordination of the Project; and (b) maintain within the PCU, at all times during the implementation of the Project, key staff including a Project coordinator, a tourism technical specialist, an SME development technical specialist, an environment and social safeguards specialist, a monitoring and evaluation specialist, and administrative support staff, all with experience, qualifications, and terms of reference, satisfactory to the Association. 2. Project Fiduciary Management Unit The Recipient shall: (a) maintain at all times throughout Project implementation, a Project Fiduciary Management Unit (PFMU) within the Ministry of Finance with functions, staffing and resources satisfactory to the Association; and (b) without limitation on the foregoing the PFMU shall be responsible for the procurement, financial management, and internal audit under the Project, including: (i) preparing and reviewing procurement plans and procuring of goods, works and consultants services to be financed out of the Financing in accordance with the provisions of this Agreement; (ii) maintaining a financial management system and preparing financial statements in accordance with consistently applied accounting standards acceptable to the Association, both in a manner adequate to reflect the operations, resources and -10- expenditures related to the Project; (iii) having 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; and (iv) preparing and submitting withdrawal application to the Association and operating the designated account for the Project, all in accordance with the provisions of this Agreement and of the PIM. 3. Technical Committee The Recipient shall: (a) establish and maintain throughout Project implementation, a Technical Committee (TC) chaired by the Project coordinator and comprised of a Project focal point designated from each of the Technical Implementing Ministries and Agencies (TIMAs); and (b) without limitation on the foregoing, the TC shall be responsible for providing strategic, facilitative, and problem-solving support to the Project. 4. Project Steering Committee The Recipient shall: (a) maintain, throughout Project implementation, a Project Steering Committee (PSC) responsible for: (i) providing overall strategic advice and policy guidance for the implementation of the Project; (ii) reviewing and discussing bi-annual and annual Project progress reports and making recommendations; (iii) assessing progress towards achieving the Project’s objectives and taking corrective actions if necessary; and (iv) facilitating the timely execution of the project; and (b) without limitation to the foregoing, the PSC shall be chaired by the Minister for Finance, and shall comprise of representatives from all relevant ministries and heads of relevant agencies, as well as representatives from the private sector. -11- B. Other Arrangements 1. Project Implementation Manual (PIM) (a) To facilitate efficient implementation of the Project, the Recipient shall, prepare and adopt, in form and substance satisfactory to the Association, a Project Implementation Manual including: (i) a detailed description of Project activities; (ii) the specific roles and responsibilities of implementing agencies, and the arrangements for ensuring coordination among them; (iii) arrangements on fiduciary matters, including financial management and procurement; (iv) institutional administration coordination and day to day execution of Project activities; (v) monitoring and evaluation; (vi) reporting; (vii) information, education and communication of Project activities; (viii) social and environmental safeguards; (ix) modalities for Sub-grants (including Sub-grants to SMEs impacted by COVID-19), as well as a model Sub-grant agreement; and (x) such other technical and organizational arrangements and procedures as shall be required for the Project. (b) The Recipient shall ensure that the Project is carried out in accordance with the PIM; provided, however, that in case of any conflict between the provisions of the PIM and the provisions of this Agreement, the provisions of this Agreement shall prevail. 2. Annual Work Plan and Budget (a) The Recipient shall prepare and furnish to the Association not later than November 30 of each Fiscal Year during the implementation of the Project, a work plan and budget containing all activities proposed to be included in the Project during the following Fiscal Year, and a proposed financing plan for expenditures required for such activities, setting forth the proposed amounts and sources of financing. (b) The Recipient shall afford the Association a reasonable opportunity to exchange views with the Recipient on each such proposed work plan and budget and thereafter ensure that the Project is implemented with due diligence during said following Fiscal Year in accordance with such work plan and budget as shall have been approved by the Association (“Annual Work Plan and Budget”). -12- (c) The Recipient shall not make or allow to be made any material change to the approved Annual Work Plan and Budget without prior approval in writing by the Association. C Sub-grants 1. In implementing Parts 2.2(a)(ii), and 2.2(b)(ii), the Recipient shall provide Sub-grants to Grant Beneficiaries in accordance with the eligibility and selection criteria and procedures acceptable to the Association and elaborated in the PIM, and make no payments of any Sub-grants to any Grant Beneficiary unless and until the conditions for such payment, as set out in this agreement, the PIM and each respective Sub-grant Agreement is satisfied. 2. The Recipient shall make each Sub-grant under a respective Sub-grant Agreement to a Grant Beneficiary on terms and conditions approved by the Association, which shall include inter alia the following: (a) the Recipient shall obtain rights adequate to protect its interests and those of the Association; (b) the amount of the Sub-grant provided to the Grant Beneficiary, the description of the activities to be implemented by the Grant Beneficiary and financed by such Sub-grant (“Sub-project”); (c) the right of the Recipient to suspend or terminate the right of the Grant Beneficiary to use the proceeds of the Sub-grant, or obtain a refund of all or any part of the amount of the Sub-grant then withdrawn, upon the Grant Beneficiary’s failure to perform any of its obligations under the Sub-grant Agreement; and (d) the requirement that each Grant Beneficiary shall: (i) carry out the Sub-Project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Association, including in accordance with the provisions of the Safeguard Instruments (and any ESMP and/or ESIA required for the Sub-project pursuant to the Safeguard Instruments), and the Anti- Corruption Guidelines applicable to recipients of loan -13- proceeds other than the Recipient; provide, promptly as needed, the resources required for the purpose; (ii) procure the goods and services to be financed out of the Sub- grant in accordance with the Procurement Regulations; (iii) 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; (iv) 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 its operations, including the operations, resources and expenditures related to the Sub- project; and 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, and permit the Association to make such statements as so audited available to the public, along with the Sub-grant Agreement; (v) enable the Recipient and the Association to inspect the Sub- project, its operation and any relevant records and documents; and (vi) 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. 3. The Recipient shall exercise its rights and carry out its obligations under each Sub-grant Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive any Sub-Grant Agreement or any of its provisions. -14- D. Safeguards 1. The Recipient shall ensure that the Project is carried out with due regard to appropriate health, safety, social, and environmental standards and practices, and in accordance with the Safeguards Instruments. 2. The Recipient shall: (a) prior to the commencement of any works under the Project where a Resettlement Action Plan (“RAP”) is required in accordance with the Resettlement Policy Framework (“RPF”): (i) prepare and carry out consultations on said RAP; (ii) disclose and implement it in a manner satisfactory to the Association; and (iii) provide full compensation as required under the RAP to any persons entitled to said compensation pursuant to the RAP; and (b) ensure that said RAP or any of its provisions are not amended, suspended or abrogated as the case may be, without the prior agreement of the Association. 3. Whenever an Environmental and Social Impact Assessment (“ESIA”) and/or Environmental and Social Management Plan (“ESMP” shall be required for any proposed Project activity in accordance with the provisions of the Environmental and Social Management Framework (“ESMF”), the Recipient shall: (a) prior to the commencement of such activity, proceed to have such ESIA and/or ESMP: (i) prepared and disclosed in accordance with the provisions of the ESMF; (ii) consulted upon adequately with people affected by the Project as per the ESMF and furnished to the Association for review and approval; and (iii) thereafter adopted and disclosed as approved by the Association, in a manner acceptable to the Association; and (b) thereafter take such measures as shall be necessary or appropriate to ensure compliance with the requirements of such ESIA and/or ESMP. -15- 4. The Recipient shall ensure that: (i) all consultancies related to technical assistance under the Project shall only be undertaken pursuant to terms of reference reviewed and found satisfactory by the Association; and (ii) such terms of reference shall duly incorporate the requirements of the Association’s applicable safeguards policies and procedures then in force and shall require the technical assistance activities to take into account the requirements of said policies. 5. The Recipient shall ensure that all the bidding documents and contracts include the obligation of the relevant contractors and subcontractors to: (a) comply with the relevant aspects of Safeguard Instruments; (b) adopt and implement measures to assess and manage the risks and impacts of labor influx; (c) adopt and enforce codes of conduct that should be provided to and signed by all workers, detailing measures on environmental, social, health and safety, gender-based violence and violence against children; all as applicable to such civil works commissioned or carried out pursuant to said contracts. 6. Without limitation upon its other reporting obligations under this Agreement, the Recipient shall: (a) regularly collect, compile and submit to the Association every calendar semester, reports, in form and substance satisfactory to the Association, on the status of compliance with the Safeguard Instruments, giving details of: (i) measures taken in furtherance of such Safeguard Instruments; (ii) any conditions, which interfere or threaten to interfere with the smooth implementation of such Safeguard Instruments; and (iii) remedial measures taken or required to be taken to address such conditions; and (b) 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 not amend, abrogate, repeal, suspend, waive, or otherwise fail to enforce, or permit to be amended, abrogated, repealed, suspended or waived any of the Safeguard Instruments or any provision thereof without the prior written approval of the Association. In case of inconsistency between this Agreement and any of the Safeguard Instruments, the terms of this Agreement shall prevail. -16- 8. 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. E. Contingency Emergency Response under Part IV of the Project 1. To ensure the proper implementation of Part IV of the Project (“Contingent Emergency Response Component”) (“CERC Part”), the Recipient shall: (a) prepare and furnish to the Association for its review and approval, an operations manual which shall set forth detailed implementation arrangements for the CERC Part, including: (i) designation of, terms of reference for and resources to be allocated to, the entity to be responsible for coordinating and implementing the CERC Part (“Coordinating Authority”); (ii) specific activities which may be included in the CERC Part, Eligible Expenditures required therefor (“Emergency Expenditures”), and any procedures for such inclusion; (iii) financial management arrangements for the CERC Part; (iv) procurement methods and procedures for Emergency Expenditures to be financed under the CERC Part; (v) documentation required for withdrawals of Emergency Expenditures; (vi) environmental and social safeguard management frameworks for the CERC Part, consistent with the Association’s policies on the matter; and (vii) any other arrangements necessary to ensure proper coordination and implementation of the CERC Part; (b) afford the Association a reasonable opportunity to review said proposed operations manual; (c) promptly adopt such operations manual for the CERC Part as shall have been approved by the Association (“CERC Operations Manual”); (d) ensure that the CERC Part is carried out in accordance with the CERC Operations Manual; provided, however, that in the event of any inconsistency between the provisions of the CERC Operations Manual and this Agreement, the provisions of this Agreement shall prevail; and -17- (e) not amend, suspend, abrogate, repeal or waive any provision of the CERC Operations Manual without prior approval by the Association. 2. The Recipient shall, throughout the implementation of the CERC Part, maintain the Coordinating Authority, with adequate staff and resources satisfactory to the Association. 3. The Recipient shall undertake no activities under the CERC Part (and no activities shall be included in the CERC Part) unless and until the following conditions have been met in respect of said 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 CERC Part in order to respond to said Eligible Crisis or Emergency, and the Association has agreed with such determination, accepted said request and notified the Recipient thereof; and (b) the Recipient has prepared and disclosed all safeguards instruments required for said activities, in accordance with the CERC Operations Manual, the Association has approved all such instruments, and the Recipient has implemented any actions which are required to be taken under said instruments. 4. Emergency Expenditures required for the CERC Part of the Project shall be procured in accordance with the procurement methods and procedures set forth in the CERC Operations Manual. Section II. Project Monitoring, Reporting and Evaluation The Recipient shall furnish to the Association each Project Report not later than one month after the end of each calendar semester, covering the calendar semester. Section III. Withdrawal of the Proceeds of the Financing A. General Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Recipient may withdraw the proceeds of the Financing to finance Eligible Expenditures in the amount allocated and, if -18- applicable, up to the percentage set forth against each Category of the following table: Category Amount of the Percentage of Grant Allocated Expenditures to be (expressed in Financed SDR) (inclusive of Taxes) (1) Goods, works, non- 24,820,000 100% consulting services, and consulting services, Training and Operating Costs for the Project (2) Sub-grants under Part 365,000 100% 2.2(a)(ii) of the Project (3) Sub-grants under Part 2,190,000 100% 2.2(b)(ii) of the Project (4) Conditional 1,095,000 100% Investment Grant under Part 2.2(c) of the Project (5) Emergency 0 100% Expenditures under Part IV of the Project (6) Refund of 730,000 Amount payable Preparation Advance pursuant to Section 2.07 (a) of the General Conditions TOTAL AMOUNT 29,200,000 -19- B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A above, no withdrawal shall be made: (a) for payments made prior to the Signature Date; (b) under Category (4) unless and until the Recipient has completed an assessment satisfactory to the Association on how the Conditional Investment Grant will be structured; and (c) under Category (5), for Emergency Expenditures, 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 activities: (i) 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 CERC Part in order to respond to said Eligible Crisis or Emergency, and the Association has agreed with such determination, accepted said request and notified the Recipient thereof; (ii) the Recipient has prepared and disclosed all safeguards instruments required for said activities, and the Recipient has implemented any actions which are required to be taken under said instruments, all in accordance with the provisions of Section I.E of Schedule 2 to this Agreement; (iii) the Recipient’s Coordinating Authority has adequate staff and resources, in accordance with the provisions of Section I.E of this Schedule 2 to this Agreement, for the purposes of said activities; and (iv) the Recipient has adopted a CERC Operations Manual in form, substance and manner acceptable to the Association and the provisions of the CERC Operations Manual remain or have been updated in accordance with the provisions of Section I.E of this Schedule 2 so as to be appropriate for the inclusion and implementation of said activities under the CERC Part. -20- 2. The Closing Date is October 31, 2025. Section IV. Other Undertakings 1. Accounting and Procedures Manual The Recipient shall, not later than four (4) months from the Effective Date, prepare and furnish to the Association, an Accounting and Procedures Manual satisfactory to the Association. -21- APPENDIX Definitions 1. “Accounting and Procedures Manual” means the manual referred to in Section IV.1 of Schedule 2 to this Agreement, and which includes the Project financial transaction procedures used, such as the necessary internal controls and segregation of duties at each of the Technical Implementing Ministries and Agencies. 2. “AG” means the Recipient’s Office of the Attorney General and Minister of Justice, or its successor. 3. “Annual Work Plan and Budget” means the annual work plan and budget to be prepared by the Recipient during each calendar year, including a program of activities and budget proposed for inclusion in the Project during the following Fiscal Year, as described in Section I.B.2 of Schedule 2 to this Agreement. 4. “Anti-Corruption Guidelines” means, for purposes of paragraph 5 of the Appendix to the General Conditions, the “Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants”, dated October 15, 2006, and revised in January 2011, and as of July 1, 2016. 5. “Borrowers and Lenders Act, 2019” means the Recipient’s Act which provides for registration of incumbrances in immovable assets, provides for lenders who are not licensed and supervised by the Bank of Sierra Leone to register their security interests, and for other related matters, Act. No. 50 dated June 17, 2019, as the same may be amended from time to time. 6. “Category” means a category set forth in the table in Section III.A of Schedule 2 to this Agreement. 7. “CERC Part” means the contingency emergency response component under Part IV of the Project. 8. “Collateral Registry” means the collateral registry established under Section 18 of the Borrowers and Lenders Act, 2019, and operated by the Bank of Sierra Leone. -22- 9. “Conditional Investment Grant” means a grant to be made available to a Grant Beneficiary from the proceeds of the Financing, conditional on achieving agreed milestones, under Part 2.2(c) of the Project. 10. “Contingency Emergency Response Component Operations Manual” or “CERC Operations Manual” means the manual referred to in Section I.E of Schedule 2 to this Agreement, acceptable to the Association to be adopted by the Recipient for the implementation of the CERC Part. 11. “Coordinating Authority” means the entity or entities designated by the Recipient in the CERC Operations Manual and approved by the Association pursuant to Section I.E of Schedule 2 to this Agreement, to be responsible for coordinating the CERC Part of the Project. 12. “COVID-19” means the coronavirus disease caused by the 2019 novel coronavirus (SARS-CoV-2). 13. “DSTI” means the Recipient’s Directorate of Science, Technology and Innovation, or its successor. 14. “Eligible Crisis or Emergency” means an event that has caused, or is likely to imminently cause, a material adverse economic and/or social, impact to the Recipient, associated with a natural or man-made crisis or disaster, including health-related emergencies. 15. “Emergency Expenditure” means any of the eligible expenditures set forth in the CERC Operations Manual in accordance with the provisions of Section I.D of Schedule 2 to this Agreement and required for the activities to be financed under the CERC Part. 16. “Entrepreneurship Hub” means an entity, private, public or NGO, that is promoting entrepreneurship in the Recipient’s territory through education or other training-based programs. 17. “ESIA” means any environmental and social impact assessment to be prepared by the Recipient for a specific Project activity under the ESMF, in each case identifying and assessing the potential environmental and social impacts of a proposed Project activity; and measures that endeavor to prevent and respond to gender-based violence and sexual exploitation and abuse, and to handle those events and report them to the relevant authorities and to the Association should they occur, as such ESIA may be amended from time to time with the prior written agreement of the Association. -23- 18. “ESMF” means the environmental and social management framework disclosed in the Recipient’s country and on the Association’s website on January 28, 2020, prepared by the Recipient and approved by the Association setting forth an environmental and social screening process that will enable the Recipient to identify and assess potential adverse environmental and social impacts, and to eliminate or offset adverse environmental and social impacts or to reduce them to acceptable levels, or enhance positive impacts, and in accordance with which site-specific ESIAs and ESMPs will be prepared and submitted to the Association for its approval, as the same may be amended from time to time with the prior written approval of the Association. 19. “ESMP” means an environmental and social management plan to be prepared by the Recipient for a specific Project activity under the ESMF, in each case setting forth appropriate mitigation, monitoring and institutional measures designed to mitigate the potential adverse environmental and social impacts of a proposed Project activity and measures that endeavor to prevent and respond to gender-based violence and sexual exploitation and abuse, and to handle those events and report them to the relevant authorities and to the Association should they occur. 20. “General Conditions” means the “International Development Association General Conditions for IDA Financing, Investment Project Financing” dated December 14, 2018. 21. “Grant Beneficiary” means an SME (including an SME impacted by COVID-19), an entrepreneur, or Entrepreneurship Hub to which the Recipient has extended or will extend a Sub-Grant under a Sub-Grant Agreement for a Sub-Project. 22. “MTCA” means the Recipient’s Ministry of Tourism and Cultural Affairs, or its successor. 23. “MTI” means the Recipient’s Ministry of Trade and Industry, or its successor. 24. “NTB” means the Recipient’s National Tourist Board, or its successor . 25. “Office of the Administrator and Registrar General” or “OARG” means an office established and operating pursuant to the General Registration Act, Cap 255 of the Laws of Sierra Leone or its successor. -24- 26. “One-Stop Shop for Business Services” or “OSSBS” means an electronic or physical means of providing multiple government services to businesses in one location, including, business registration, business licensing, business permits, payment of business taxes, fees, revenue and other fiscal obligations to the government. 27. “Online Electronic Construction Permit System” means the information communication technology (ICT) system used for online submissions, approvals, rejections, payments, processing, storage, search and transfer of all related information, procedures, processes, documents, forms and fees in the Recipient’s construction (building) permitting process. 28. “Operating Costs” means the incremental expenses incurred on account of Project implementation, based on the Annual Work Plan and Budget approved by the Association pursuant to the provisions of Section I.B.2 of Schedule 2 to this Agreement, and consisting of expenditures for office supplies, vehicle operation and maintenance, maintenance of equipment, communication and insurance costs, office administration costs, utilities, rental, consumables, accommodation, travel and per diem, and salaries of Project staff, but excluding the salaries of the Recipient’s civil service, meeting and sitting allowances and honoraria to said Project staff. 29. “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. 30. “Project Coordination Unit” or “PCU” means the Recipient’s unit established and maintained within its Ministry of Finance, as referred to in Section 1.A.1 of Schedule 2 to the Agreement. 31. “Project Fiduciary Management Unit” or “PFMU” means the Recipient’s unit established under the Ministry of Finance, as referred to in Section I.A.2 of Schedule 2 to the Agreement. 32. “Project Implementation Manual” or “PIM” means the manual referred to in Section I.B.1 of Schedule 2 of this Agreement. 33. “Project Steering Committee” means the steering committee for the Project responsible for providing directional oversight to the Project, as referred to in Section I.A.4. of the Agreement. -25- 34. “Resettlement Action Plan” or “RAP” means the plan to be prepared and adopted by the Recipient, for a specific Project activity under the RPF, which includes the principles, guidelines, procedures, organizational arrangements and budget to implement the resettlement related activities under the Project, or under Parts of the Project, as said resettlement action plan may be revised from time to time with the prior written agreement of the Bank; and “RAPs” means, collectively, all such RAP. 35. “Resettlement Policy Framework” or “RPF” means the framework prepared and adopted by the Recipient for a specific Project activity under the ESMF, satisfactory to the Bank, and disclosed on the Recipient’s and the Bank’s website on January 28, 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 Bank. 36. “Safeguard Instruments” means the RPF, ESMF and any RAP, ESMP and ESIA prepared under the Project. 37. “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. 38. “SMEDA” means the Small and Medium Enterprise Development Agency established and operating pursuant to the Small and Medium Enterprises Development Act, 2015, of the laws of Sierra Leone, or its successor. 39. “SME Solution Centers” means a physical location where business owners can access government services such as business registration, licensing and permits. 40. “Strategic Public Goods” means government interventions that increase the competitiveness of groups of actors (including SMEs and entrepreneurs) or increase the attractiveness of their economic sectors and geographic sites for further investments, that would not be carried out by the private sector on its own. 41. “Sub-grant” means grants to be made available to a Grant Beneficiary from the proceeds of the Financing to finance the cost of any given Sub-project under Parts 2.2(a)(ii) or 2.2(b)(ii) of the Project; -26- 42. “Sub-grant Agreement” means an agreement between the Recipient and the Grant Beneficiary for the purpose of providing the Grant Beneficiary with a Sub-grant to carry out a Sub-project. 43. “Sub-Project” means a sub-project to be financed from the proceeds of a Sub-Grant under Parts 2.2(a)(ii) or 2.2(b)(ii) of the Project. 44. “Technical Committee” or “TC” means the Recipient’s committee responsible for providing strategic, facilitative, and problem-solving support to the Project, as referred to in Section 1.A.3 of Schedule 2 to the Agreement. 45. “Technical Implementing Ministries and Agencies (TIMAs)” means the MTI, the MTCA, NTC, SMEDA, DSTI and the AG, and other agencies that may be added during Project implementation. 46. “Training” means the training provided under the Project, including seminars, workshops, knowledge sharing activities and study tours, and covers the following costs associated with such activity (other than those for consultants’ services) travel and subsistence expenditures and other travel-related allowances for training participants such as per diems and reasonable accommodation costs, costs associated with securing the services of trainers, rental of training facilities, preparation and reproduction of training materials, and other costs directly related to training preparation and implementation, all based on periodic budgets acceptable to the Association.