L OFFICIAL DOCUMENTS ACGF GRANT NUMBER TF014785 Africa Catalytic Growth Fund Grant Agreement (West Africa Regional Disease Surveillance Capacity Strengthening Project) dA between INTERNATIONAL DEVELOPMENT ASSOCIATION (acting as Administrator of Africa Catalytic Growth Fund) d0 and ECONOMIC COMMUNITY OF WEST AFRICAN STATES dD do go !Kfl* ACGF GRANT NUMBER TF014785 AFRICA CATALYTIC GROWTH FUND GRANT AGREEMENT AGREEMENT dated ? . , 2013, entered into between the INTERNATIONAL DEVELOPMENT ASSOCIATION ("World Bank"), acting as administrator of the Africa Catalytic Growth Fund; and the ECONOMIC COMMUNITY OF WEST AFRICAN STATES ("Recipient").. The World Bank and the Recipient hereby agree as follows: Article I Standard Conditions; Definitions 1.01. The Standard Conditions (as defined in the Section I of the Appendix to this Agreement) constitute an integral 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 Standard Conditions or in this Agreement. Article II The Project 2.01. The Recipient declares its commitment to the objectives of the project described in Schedule 1 to this Agreement ("Project"). To this end, the Recipient shall cause the Project to be carried out by the West Africa Health Organization ("WAHO" or "Project Implementing Entity") in accordance with the provisions of Article II of the Standard Conditions and the agreement dated the same date as this Agreement between the World Bank and the Project Implementing Entity, as such agreement may be amended from time to time ("Project Agreement"). 2.02. Without limitation upon the provisions of Section 2.01 of this Agreement, and except as the Recipient and the World Bank shall otherwise agree, the Recipient shall ensure that the Project is carried out in accordance with the provisions of Schedule 2 to this Agreement. Article III The Grant 3.01. The World Bank agrees to extend to the Recipient, on the terms and conditions a set forth or referred to in this Agreement, a grant in an amount equal to ten millions United States Dollars ($10,000,000) ("Grant") to assist in financing the Project. 0 4 -2- 3.02. The Recipient may withdraw the proceeds of the Grant in accordance with Section IV of Schedule 2 to this Agreement. 3.03. The Grant is funded out of the above-mentioned trust fund for which the World Bank receives periodic contributions from the donors to the trust fund. In accordance with Section 3.02 of the Standard Conditions, the World Bank's payment obligations in connection with this Agreement are limited to the amount of funds made available to it by the donors under the above-mentioned trust fund, and the Recipient's right to withdraw the Grant proceeds is subject to the availability of such funds. Article IV Additional Remedies 4.01. The Additional Events of Suspension referred to in Section 4.02(k) of the Standard Conditions consists of the following: (a) The Member Country has taken or permitted to be taken any action which would prevent or interfere with the performance by the Project Implementing Entity of its obligations under the Project Agreement. (b) The Project Implementing Entity has failed to perform any obligation under the Project Agreement. (c) IBRD or IDA has declared the Project Implementing Entity ineligible to receive proceeds of any financing made by IBRD or IDA, or otherwise to participate in the preparation or implementation of any project financed in whole or in part by IBRD or IDA (including as administrator of funds provided by another financier), as a result of: (i) a determination by IBRD or IDA that the Project Implementing Entity has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the use of the proceeds of any financing made by IBRD or IDA; and/or (ii) a declaration by another financier that the Project Implementing Entity is ineligible to receive proceeds of financings made by such financier or otherwise to participate in the preparation or implementation of any project financed in whole or in part by such financier as a result of a determination by such financier that the Project Implementing Entity has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the use of the proceeds of a financing made by such financier. (d) The ECOWAS Treaty has been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the World Bank, the ability of the Recipient to perform any of its obligations under this Agreement. do do (e) WAHO Protocol has been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of the Project Implementing Entity to perform any of its obligations under the Project Agreement. (f) the World Bank has determined after the Effective Date referred to in Section 5.03 that prior to such date but after the date of this Agreement, an event has occurred which would have entitled the World Bank to suspend the Recipient's right to make withdrawals from the Grant Account if this Agreement had been effective on the date such event occurred. Article V Effectiveness; Termination 5.01 This Agreement shall not become effective until evidence satisfactory to the World Bank has been furnished to the World Bank that the conditions specified below have been satisfied: (a) the Recipient and the Project Implementing Entity have entered into a Subsidiary Agreement; and (b) the execution and delivery of this. Agreement on behalf of the Recipient, the Project Agreement on behalf of the Project Implementing Entity and the Subsidiary Agreement on behalf of the Recipient and the Project Implementing Entity have been duly authorized or ratified by all necessary internal action. 5.02. As part of the evidence to be furnished pursuant to Section 5.01, there shall be furnished to the World Bank an opinion or opinions satisfactory to the World Bank of counsel acceptable to the World Bank or, if the World Bank so requests, a certificate satisfactory to the World Bank of a competent official of the Recipient, showing: on behalf of the Recipient and the Project Implementing Entity, that this Agreement, the Project Agreement and the Subsidiary Agreement have been duly authorized or ratified by, and executed and delivered on their behalf and are legally binding upon them in accordance with their terms. 5.03. Except as the Recipient and the World Bank shall otherwise agree, this Agreement shall enter into effect on the date upon which the World Bank dispatches to the Recipient notice of its acceptance of the evidence required pursuant to Section 5.01 ("Effective Date"). If, before the Effective Date, any event has occurred which would have entitled the World Bank to suspend the right of the Recipient to make withdrawals from the Grant Account if this Agreement had been effective, the A 4-4 44 World Bank may postpone the dispatch of the notice referred to in this Section until such event (or events) has (or have) ceased to exist. 5.04. This Agreement and all obligations of the parties under it shall terminate if it has not entered into effect by the date ninety (90) days after the date of this Agreement, unless the World Bank, after consideration of the reasons for the delay, establishes a later date for the purpose of this Section. The World Bank shall promptly notify the Recipient of such later date. Article VI Recipient's Representative; Addresses * 6.01. The Recipient's Representative referred to in Section 7.02 of the Standard Conditions is the President of the ECOWAS Commission. 6.02. The Recipient's Address referred to in Section 7.01 of the Standard Conditions is: ECOWAS Commission 101 Yakubu Gowon Crescent Asokoro District PMB 401 Abuja Nigeria Facsimile: (234) (9) 3143005 / (9) 3147646 6.03. The World Bank's Address referred to in Section 7.01 of the Standard Conditions is: International Development Association to 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable: Telex: Facsimile: INDEVAS 248423 (MCI) or 1-202-477-6391 Washington, D.C. 64145 (MCI) -5- AGREED at A , ) f as of the day and year first above Wo written. INTERNATIONAL DEVELOPMENT ASSOCIATION (acting as administrator of the Africa Catalytic Growth Fund) By Authorized Representative Name: Co i ca Title: 76J( 0112ycc4 tb 6 L ECONOMIC COMMUNITY OF WEST AFRICAN STATES By Authorized Representative Name: ka" . Title: 0i;':A)-j dt -6- SCHEDULE 1 S-. Project Description The objective of the Project is to strengthen the regional disease surveillance and d* response system of the Recipient's member countries. The Project consists of the following parts: Part 1: Regional Capacity Strengthening Strengthening the regional capacity in multi-disease surveillance and response, by inter alia: (a) facilitating the establishment of centers for epidemiological surveillance in targeted districts of the Recipient's member countries; (b) conducting an assessment of the Recipient's member countries capacity to implement the international health instruments, such as the International Health Regulations and WHO-developed guidance on integrated disease surveillance and response; (c) revising national disease surveillance and response strategies/plans; (d) organizing regional simulation exercises on outbreak preparedness and response; (e) knowledge sharing from cross-border and intra-country collaboration on disease surveillance and response; (f) improving regional health information sharing and dissemination; (g) harmonizing tools for data collecting/reporting and training modules on disease surveillance and laboratory techniques. Part 2: Strengthening of Human Resources Strengthening the regional human capacity for the detection, surveillance, notification and response to public health events/priority diseases, by inter alia: (a) the provision of training in disease surveillance and response building; and (b) the provision of training to health workers at district level on disease surveillance and laboratory techniques. Part 3: Project Management Support Strengthening the WAHO's operational capacity for implementation, management, and monitoring and evaluation of the Project. do a1 A I -7- SCHEDULE 2 Project Execution Section I. Institutional and Other Arrangements A. Institutional Arrangements The Recipient shall, at all times during Project implementation: (a) cause the Project Implementing Entity to be responsible for the implementation, coordination and oversight of the Project; and (b) ensure that the Project Implementing Entity maintains functions, staffing and resources, satisfactory to the World Bank, for the proper implementation of the Project. B. Subsidiary Agreement 1 . To facilitate the carrying out of the Project, the Recipient shall make the proceeds of the Grant available to the Project Implementing Entity under a subsidiary agreement ("Subsidiary Agreement") between the Recipient and the Project Implementing Entity, under terms and conditions approved by the World Bank. 2. The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant. Except as the World Bank shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions. C. Anti-Corruption The Recipient shall, and shall cause the Project Implementing Entity to, ensure that the Project is carried out in accordance with the provisions of the Anti- Corruption Guidelines. D. Project Implementation Manual The Recipient shall, and shall cause the Project Implementing Entity to, ensure that the Project is carried out in accordance with the arrangements and procedures set out in the Project Implementation Manual (provided, however, that in case of any conflict between the provisions set out in the PIM and those of this Agreement, the provisions of this Agreement shall prevail), and shall not, and shall cause the Project Implementing Entity not to, amend, abrogate or waive, or permit to be amended, abrogated or waived, the PIM or any of its provisions without prior approval by the World Bank. a -8- E. Annual Work Plans and Budgets The Recipient shall (and shall cause the Project Implementing Entity to): (a) prepare by no later than March 31 of each year, an annual work plan and budget (the "Annual Work Plan and Budget") for the following fiscal year in a manner and substance satisfactory to the World Bank, which plan shall identify the Project activities by component and subcomponent, together with their related expenditures and financing sources; and (b) thereafter, implement the Project activities during the respective fiscal year pursuant to such plan as so discussed and agreed with the World Bank. Section H1. Project Monitoring, Reporting and Evaluation A. Project Reports; Completion Report b 1 . The Recipient shall, and shall cause the Project Implementing Entity to, 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 indicators acceptable to the World Bank and set forth in the PIM. Each Project Report shall cover the period of one calendar quarter, and shall be furnished to the World Bank not later than forty-five (45) days after the end of the period covered by such report. 2. The Recipient shall: (a) on or about the date twenty-four (24) months after the Effective Date, prepare and furnish to the World Bank a mid-term report, in such detail as the World Bank shall reasonably request, documenting progress achieved in the carrying out of the Project during the period preceding the date of the mid-term report, taking into account the monitoring and evaluation activities performed pursuant to paragraph I of this Part A, and setting out the measures recommended to ensure the continued efficient carrying out of the Project and the achievement of its objective during the period following such date; and (b) review with the World Bank such mid-term report, on or about the date one month after its submission, and thereafter take all measures required to ensure the continued efficient implementation of the Project and the achievement of its objective, based on the conclusions and recommendations of the mid-term report and the World Bank's views on the matter. 3. The Recipient shall, and shall cause the Project Implementing Entity to, 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 (6) months after the Closing Date. In order to assist the da -9- Recipient in preparing the Completion Report, the Recipient shall employ consultants in accordance with the provisions of Section III of this Schedule. B. Financial Management; Financial Reports; Audits 1. The Recipient shall, and shall cause the Project Implementing Entity to, ensure that a financial management system is maintained in accordance with the provisions of Section 2.07 of the Standard Conditions. 2. The Recipient shall, and shall cause the Project Implementing Entity to, ensure that interim unaudited financial reports for the Project are prepared and furnished to the World Bank not later than forty-five (45) days after the end of each calendar quarter, covering the quarter, in form and substance satisfactory to the World Bank. 3. The Recipient shall, and shall cause the Project Implementing Entity to, have its Financial Statements for the Project 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 do Financial Statements for each such period shall be furnished to the World Bank not later than six (6) months after the end of such period. 4. The Recipient shall, and shall cause the Project Implementing Entity to, not later than six (6) months after the Effective Date recruit an external auditor, with qualifications, experience and terms of reference satisfactory to the World Bank, and thereafter maintain such auditor, throughout the implementation of the Project. Section III. Procurement A. General 1. Procurement and Consultant Guidelines. All goods and consultants' 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: (a) Section I of the Procurement Guidelines in the case of goods, and Sections I and IV of the Consultant Guidelines in the case of consultants' services; and (b) the provisions of this Section III, as the same shall be elaborated in the Procurement Plan. 2. Definitions. The capitalized terms used below in 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 Sections II -10- and III of the Procurement Guidelines, or Sections II, III, IV and V of the Consultant Guidelines, as the case may be. B. Particular Methods of Procurement of Goods 1. International Competitive Bidding. Except as otherwise provided in paragraph 2 below, goods shall be procured under contracts awarded on the basis of International Competitive Bidding. 2. Other Methods of Procurement of Goods. The following methods, other than International Competitive Bidding, may be used for procurement of goods for those contracts specified in the Procurement Plan: (a) Limited International Bidding; (b) competitive bidding procedures used by the Recipient for public procurement, acceptable to the World Bank; (c) Shopping; and (d) Direct Contracting. C. Particular Methods of Procurement of Consultants' Services 1. Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2 below, consultants' services shall be procured under contracts awarded on the basis of Quality- and Cost-based Selection. do 2. Other Methods of Procurement of Consultants' Services. The following methods, other than Quality- and Cost-based Selection, may be used for procurement of consultants' services for those assignments which are specified in the Procurement Plan: (a) Quality-based Selection; (b) Selection under a Fixed Budget; (c) Least Cost Selection; (d) Selection based on Consultants' Qualifications; (e) Single-source Selection, of consulting firms; (f) Selection of Individual Consultants; and (g) Single-source procedures for the Selection of ah Individual Consultants. D. 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. Section IV. Withdrawal of Grant Proceeds A. General 1. The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of: (a) Article III of the Standard Conditions; (b) this Section; and (c) such additional instructions as the World Bank may specify by notice to the Recipient (including the "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 table in paragraph 2 below. 2. The following 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: Percentage of Amount of the Expenditures to be Grant Allocated Financed Category (expressed in USD) (inclusive of Taxes) (1) Goods, consultants' services 5,823,000 100% and Operating Costs (2) Training under Part 2 (a) of 1,177,000 70.2% the Project (3) Training under Part 2 (b) of 3,000,000 100% the Project TOTAL AMOUNT 10,000,000 For the purpose of this Section IV.A.2: (a) the term "Training" means the reasonable costs of training, carried out in accordance with the Annual Work Plan and Budget and approved by the World Bank, and attributable to travel and subsistence allowances for training participants seminars, workshops, study tours, rental of training facilities, services of trainers and presenters, preparation and reproduction of training materials, and other costs directly related to preparation and implementation of training programs; and (b) the term "Operating Costs" means the reasonable incremental expenses incurred on account of Project implementation, based on the Annual Work Plans and Budgets approved by the World Bank to this Agreement, including maintenance of vehicles and equipment, fuel, office supplies, utilities, consumables, office rental and maintenance, bank charges, advertising expenses, travel, per diems, accommodation, and salaries of selected support staff, but excluding salaries of consultants and salaries of officials of the Recipient's member countries' civil service. 411 -12- B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section no withdrawal shall be made for payments made prior to the date of this Agreement. 2. The Closing Date referred to in Section 3.06(c) of the Standard Conditions is June 30, 2017. -13- APPENDIX e Section I. Definitions 1. "Annual Work Plan and Budget" means the work plan of activities, associated resources, procurement packages and budgetary allocations required for a given fiscal year of the Recipient for Project implementation, to be prepared pursuant to Section I.E of Schedule 2 to this Agreement and Section I.D of the Schedule to the Project Agreement. 2. "Anti-Corruption Guidelines" means 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. 3. "Assembly of Health Ministers" means WAHO's Assembly of Health Ministers, established pursuant to Article V of the WAHO Protocol. 4. "Cooperation Agreement" means each agreement referred to in Section I.A.3 (a) of the Schedule to the Project Agreement, and the term, "Cooperation * Agreements" means collectively, all such agreements. 5. "Consultant Guidelines" means the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011. 6. "ECOWAS Treaty" means the treaty establishing the Recipient as a regional organization signed respectively by its member countries on July 24, 1993, including any amendments thereof, and said treaty is in force and effect in accordance with Article 89 thereof. 7. "International Health Regulations" means the regulations adopted by the Fifty- eighth World Health Assembly on May 23, 2005, (resolution WHA58.3) and entered into force on June 15, 2007. 8. "Operating costs" means the reasonable costs of goods and services required for the day-to-day implementation of the Project including maintenance of vehicles and equipment, fuel, office supplies, utilities, consumables, office rental and maintenance, bank charges, advertising expenses, travel, per diems, accommodation, and salaries of selected support staff, but excluding salaries of consultants and salaries of officials of the Recipient's member countries' civil service. -14- 9. "Procurement Guidelines" means the "Guidelines: Procurement of Goods, Works and Non-consulting Services under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011. 10. "Procurement Plan" means the Recipient's procurement plan for the Project, dated May 25, 2013, and referred to in paragraph 1.18 of the Procurement Guidelines and paragraph 1.25 of the Consultant Guidelines, as the same shall be updated from time to time in accordance with the provisions of said paragraphs. a 11. "Project Agreement" means the agreement, of same date as this Agreement, between the World Bank and the Project Implementing Entity relating to the implementation of the Project; as such agreement may be amended from time to a time. 12. "Project Implementation Manual" and the acronym "PIM" mean the Project implementation manual adopted by the Recipient and the Project Implementing Entity, containing detailed arrangements and procedures for: (a) the selection criteria for: (i) the districts for establishing centers for epidemiological surveillance under Part 1 of the Project; and (ii) the participation of health personnel of the Recipient's member countries in the training activities under Part 2 of the Project; (b) institutional coordination and day-to-day execution of the Project; (c) disbursement and financial management; (d) procurement; (e) monitoring and evaluation, reporting and communication; and (f) such other administrative, financial, technical and organizational arrangements and procedures as shall be required for the Project; as the same may be revised from time to time with the prior approval of the World Bank. 13. "Project Support Team" means the team to be established maintained by the Project Implementing Entity, in accordance with the provisions of Section I.A.2 do of the Schedule to the Project Agreement. 14. "Standard Conditions" means the "Standard Conditions for Grants Made by the a World Bank Out of Various Funds", dated February 15, 2012, with the modifications set forth in Section II of this Appendix. 15. "Subsidiary Agreement" means the agreement referred to in Section I.B of Schedule 2 to this Agreement pursuant to which the Recipient shall make the proceeds of the Grant available to the Project Implementing Entity, as the same may be amended from time to time with the prior consent of the World Bank, and such term includes all schedules to such Subsidiary Agreement. 16. "WAHO Protocol" means the Protocol A/P.2/2/87 on the Establishment of a West African Health Organization, signed respectively by the Recipient's member countries on July 9, 1997, and entered in force and effect in accordance with Article XVIII thereof, as amended by Supplementary Protocol -15- A/SP.1/01/06, signed respectively by the Recipient's member countries on January 12, 2006, and entered in force and effect in accordance with Article 2 thereof. 17. "WHO" means the World Health Organization established pursuant to its constitution adopted by the International Health Conference held in New York from June 19 to July 22, 1946, and entered into force on April 7, 1948, as amended thereof. Section II. Modifications to the Standard Conditions The Standard Conditions are modified as follows: The reference to "Member Country" in the Standard Conditions means the Recipient's member countries. If the Project is carried out in the territory of more than one member of the World Bank, "Member Country" refers separately to each such member. zT Q A do I