OFFICIAL DOCUMENTS GRANT NUMBER H898-ZR Agreement Providing for the Amendment and Restatement of the Financing Agreement (Additional Financing for the National Parks Network Rehabilitation Project) Between DEMOCRATIC REPUBLIC OF CONGO and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated ,2014 as amended and restated on GRANT NUMBER H898-ZR FINANCING AGREEMENT Agreement dated , 2014, as amended and restated on , 2019, entered into between DEMOCRATIC REPUBLIC OF CONGO ("Recipient") and INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association") for the purpose of providing additional financing for activities related to the Original Project (as defined in the Appendix to this Agreement). 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) 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 General Conditions or in the Appendix to this Agreement. ARTICLE II - FINANCING 2.01. The Association agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a grant in an amount equivalent to two million Special Drawing Rights (SDR 2,000,000) ("Financing"), to assist in financing the project described in Schedule I to this Agreement ("Project"). 2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section IV of Schedule 2 to this Agreement. 2.03. The Maximum Commitment Charge Rate payable by the Recipient on the Unwithdrawn Financing Balance shall be one-half of one percent (1/2 of 1%) per annum. 2.04. The Payment Dates are April 1 and October I in each year. 2.05. The Payment Currency is Dollar. 2 ARTICLE III - PROJECT 3.01. The Recipient declares its commitment to the objectives of the Project and the Program. To this end, the Recipient shall cause the Project to be carried out by the Project Implementing Entity in accordance with the provisions of Article IV of the General Conditions and the Project Agreement. 3.02. Without limitation upon the provisions of Section 3.01 of this Agreement, and except as the Recipient and the Association 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 IV - REMEDIES OF THE ASSOCIATION 4.01. The Additional Events of Suspension consist of the following: (a) The Project Implementing Entity's Basic Legislation 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. (b) The Recipient 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. (c) The Project Implementing Entity has failed to perform any obligation under the Project Agreement or the Subsidiary Agreement. (d) The Association has declared the Project Implementing Entity ineligible to be awarded a contract financed by the Association or the International Bank for Reconstruction and Development. (e) As a result of events which have occurred after the date of this Agreement, an extraordinary situation has arisen which makes it improbable that the Program or a substantive part thereof will be carried out. (f) The Okapi Fund's Statutes and Basic Legislation, once adopted, have been amended, suspended, abrogated, repealed or waived so as to affect the ability of the Okapi Fund to carry out activities under Component 4 of the Project. 3 (g) Unless agreed otherwise with the Association, the contract with the Fiduciary Technical Assistant, the Investment Manager or the Internal Auditor has been breached, amended, suspended, terminated, or waived. (h) Unless agreed otherwise with the Association, any Delegated Management Partners Contract has been breached, amended, suspended, terminated, or waived. (i) The Conservation Law has been modified in a manner that shall make it improbable that the Project will be carried out. 4.02. The Co-financing Deadline for the effectiveness of the Co-financing Agreement is July 31, 2014. 4.03. The Additional Event of Acceleration consists of the following namely that any of the events specified in Section 4.01 of this Agreement occurs. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Additional Conditions of Effectiveness consist of the following: (a) The Subsidiary Agreement has been executed on behalf of the Recipient and the Project Implementing Entity. (b) The Co-financing Agreement has been executed and delivered and all conditions precedent to its effectiveness or to the right of the Recipient to make withdrawals under it (other than the effectiveness of this Agreement) have been fulfilled. 5.02. The Additional Legal Matter consists of the following, namely that the Subsidiary Agreement has been duly authorized or ratified by the Recipient and the Project Implementing Entity and is legally binding upon the Recipient and the Project Implementing Entity in accordance with its terms. 5.03. The Effectiveness Deadline is the date ninety (90) days after the date of this Agreement. 5.04. For purposes of Section 8.05(b) of the General Conditions, the date on which the obligations of the Recipient under this Agreement (other than those providing for 4 payment obligations) shall terminate is twenty years after the date of this Agreement. ARTICLE VI- REPRESENTATIVE; ADDRESSES 6.01. The Recipient's Representative is its Minister in charge of finance. 6.02. The Recipient's Address is: Ministry of Finance Boulevard du 30 Juin Commune de la Gombe Kinshasa 1, Democratic Republic of Congo Email: cabfinances@minfinrdc.com Tel.: +243 99 39 000 39 6.03. The Association's Address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable: Telex: Facsimile: INDEVAS 248423 (MCI) 1-202-477-6391 Washington, D.C. 5 AGREED at: e day and year first above written. DEMOCRATIC REPUBLIC OF CONGO By: Authorized Representative Name: Title: INTERNATIONAL DEVELOPMENT ASSOCIATION By: Authorized Representative Name: Title: V1 6 SCHEDULE 1 Project Description The objective of the Project is to enhance the Project Implementing Entity's capacity to manage targeted Protected Areas. The Project consists of the Original Project and the following additional part: Component 1. Support to Institutional Rehabilitation Provision of equipment, technical assistance, training, and financing of operating costs, to support the long-term capacity rehabilitation of the Project Implementing Entity, by: (a) rebuilding functional financial and administrative management capacity, including in the field of procurement; (b) strengthening its capacity for coordination among conservation stakeholders, communication and awareness campaigns, monitoring and evaluation, and social impact management; and (c) contributing to the development of a sustainable funding strategy. Component 2. Support to National Parks Provision of equipment, technical assistance and training, financing of operating costs, and carrying out of works, to support rehabilitation of the Garamba National Park, the Mikeno sector of the Virunga National Park, the Botanical Garden System and other Protected Areas, by: (a) restoring the Project Implementing Entity's site-level basic human and material capacity; (b) strengthening partnerships with non-governmental organizations; (c) protecting and stabilizing the populations of key flagship species; (d) supporting local consultations, participatory processes and increased local participation in income generating activities, such as hunting zone management and eco-tourism, as well as other community development activities; and (e) monitoring of safeguards and implementation of mitigation measures under the Project. 7 It is understood that, if the security situation in areas where the targeted Protected Areas are located so requests, the Parties may agree to re-allocate the relevant Project funds to the protection of other Protected Areas. Component 3. Technical Studies and Consultations Provision of equipment, technical assistance and training, and financing of operating costs, to strengthen the Recipient's capacity to conduct technical studies and stakeholders consultations needed to identify potential new Protected Areas by: (a) technical studies, data analysis, stakeholders' consultations and participatory mapping; and (b) in consultation with national and international non-governmental organizations as well as university organizations, technical studies, stakeholders' consultations, socio-economic and biological studies and participatory mapping in two pilot areas. Component 4. Okapi Fund Establishment and Operation Provision of technical assistance, training and financing of operating costs for: (a) the establishment of the Okapi Fund; and (b) the capacity building of the fund's directors, members, Steering Committee and staff to effectively set up, monitor, oversee and administer the fund. 8 SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Subsidiary Agreement 1 . To facilitate the carrying out of the Project, the Recipient shall make the proceeds of the Financing available to the Project Implementing Entity under a subsidiary agreement between the Recipient and the Project Implementing Entity ("Subsidiary Agreement"), under terms and conditions approved by the Association, which shall include the following: (a) The obligation of the Recipient to transfer the proceeds of the Financing to the Project Implementing Entity on a grant basis, and otherwise, to take all action necessary to permit the Project Implementing Entity to carry out the Project and ensure the achievement of the objective thereof. (b) The obligation of the Project Implementing Entity to promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project and the achievement of the objective thereof (c) The obligation of the Project Implementing Entity, at the request of the Recipient, to exchange views with the Recipient with regard to the progress of the Project and the achievement of the objective thereof, and the Project Implementing Entity's performance of its obligations under the Subsidiary Agreement and the Project Implementation Manual. (d) The obligation of the Project Implementing Entity to carry out the Project in accordance with this Agreement, the Project Agreement, the Subsidiary Agreement and the Project Implementation Manual, and at all times to ensure that only activities that comply with this Agreement, the Project Agreement, the Subsidiary Agreement and the Project Implementation Manual will be financed from the proceeds of the Financing. (e) The obligation of the Project Implementing Entity to comply with the Social and Environmental Documents. (f) The obligation of the Project Implementing Entity to promptly refund to the Recipient any proceeds from the Financing not used for purposes of carrying out the Project or for achieving the objective thereof or 9 otherwise utilized in a manner which does not comply with the provisions of this Agreement or the Project Agreement. (g) A provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement or the Project Implementation Manual, on one hand, and those set forth in this Agreement and the Project Agreement, on the other hand, the provisions of this Agreement and the Project Agreement shall at all times prevail. 2. The Recipient shall exercise its rights under the Subsidiary 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 the Subsidiary Agreement or any of its provisions. B. Other 1. The Recipient shall, at all times during Project implementation: (a) take all actions necessary or appropriate to enable the Project Implementing Entity to carry out its obligations as set forth in this Agreement and the Project Agreement, including, without limitation, the provision of facilities, site access, services and other resources required for that purpose; and (b) cause the Ministry of Environment and other concerned public agencies and institutions at both the central or local level to take all actions necessary or appropriate to facilitate the smooth execution of the Project by the Project Implementing Entity. 2. The Recipient shall carry out the Project, or cause the Project to be carried out, in accordance with the provisions of: (a) the Project Implementation Manual; (b) the Social and Environmental Documents; and (c) the Okapi Fund's Manual. 3. Except as the Association shall otherwise agree, the Recipient shall not amend or waive the Project Implementation Manual, or the Social and Environmental Documents, or any provision thereof, or permit any such provision to be amended or waived. In case of any conflict between the provisions of the Project Implementation Manual, the Social and Environmental Documents, or the Okapi Fund's Manual and the provisions of this Agreement, the provisions of this Agreement shall prevail. 10 4. Establish and thereafter maintain until the establishment of the Okapi Fund and its full operation, the Steering Committee in charge of overseeing the establishment of said Okapi Fund with the composition, powers acceptable to the Association as further described in the Okapi Fund's Manual. C. Anti-Corruption The Recipient shall ensure that the Project is carried out in accordance with the provisions of 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"). Section II. Project Monitoring, Reporting and Evaluation A. Project Reports 1. The Recipient shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 4.08 of the General Conditions and on the basis of indicators acceptable to the Association as set forth in the Project Implementation Manual or in the Okapi Fund's Manual. Each Project Report shall cover the period of one calendar semester, and shall be furnished to the Association not later than one month after the end of the period covered by such report. 2. For purposes of Section 4.08(c) of the General Conditions, the report on the execution of the Project and related plan required pursuant to that Section shall be furnished to the Association not later than six months after the Closing Date. B. Financial Management, Financial Reports and Audits I. The Recipient shall maintain or cause to be maintained a financial management system in accordance with the provisions of Section 4.09 of the General Conditions. 2. Without limitation on the provisions of Part A of this Section, the Recipient shall prepare and furnish to the Association not later than forty-five days after the end of each calendar quarter, interim unaudited financial reports for the Project covering the quarter, in form and substance satisfactory to the Association. 3. The Recipient shall have its Financial Statements audited in accordance with the provisions of Section 4.09(b) of the General Conditions. Each audit of the Financial Statements shall cover the period of one fiscal year of the Recipient. 11 The audited Financial Statements for each such period shall be furnished to the Association not later than six months after the end of such period. Section III. Withdrawal of the Proceeds of the Financing A. General 1 . The Recipient may withdraw the proceeds of the Financing in accordance with the provisions of Article II of the General Conditions, this Section, and such additional instructions as the Association shall specify by notice to the Recipient (including the "Association Disbursement Guidelines for Projects" dated May 2006, as revised from time to time by the Association 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 Financing ("Category"), the allocations of the amounts of the Financing to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: Category Amount of the Percentage of Financing Allocated Expenditures to be (expressed in SDR) Financed (inclusive of Taxes) (1) Goods, Works, Non- Consulting Services, Consultants' Services, 2,000,000 100% Operating Costs, and Training for the Project TOTAL AMOUNT 2,000,000 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, except that withdrawals up to an aggregate amount not to exceed SDR200,000 equivalent may be made for payments made 12 months prior to this date, for Eligible Expenditures under Category (1). 2. The Closing Date is December 31, 2019. Section V. Other Undertakings 12 By January 30, 2017, or such other date as the Association shall agree upon, the Recipient in coordination with the Project Implementing Entity and the Okapi Fund once established shall: (i) carry out jointly with the Association, a mid-term review of the implementation of operations under the Project, which shall cover the progress achieved in the implementation of the Project; and (ii) following such mid-term review, act promptly and diligently to take any corrective action as shall be agreed by the Association. 2. The Recipient shall consult with the Association on the rules pertaining to the use of Protected Areas and adjacent zones for lucrative purposes, commercial or others, and shall not grant any concession pertaining to the use of said zones under the Project without prior consultation with the Association. 13 APPENDIX Definitions 1. "Annual Work Plans" means the consolidated annual work plans to be prepared by the Project Implementing Entity, and referred to in Section I.E of the Schedule to the Project Agreement. 2. "Botanical Garden System" means the Recipient's system of botanical gardens, as established and operating under the Recipient's Presidential Ordinance No. 78-215 dated May 5, 1978. 3. "Category" means a category set forth in the table in Section IV of Schedule 2 to this Agreement. 4. "Co-financing Agreement" means the GEF Grant Agreement of same date herewith between the Recipient and the International Bank for Reconstruction and Development, acting as an Implementing Agency of the Global Environment Facility Association providing an amount of $11,636,363 to assist in financing the Project. 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. "Conservation Law" means Ordinance Law No 69-041 dated August 22, 1969. 7. "Delegated Management Contract" means the agreement on terms and conditions acceptable to the Association between the Project Implementing Entity and each Delegated Management Partner for the purpose of carrying activities under Part B of the Project. 8. "Delegated Management Partner" means a third party with qualifications and experience and terms of reference satisfactory to the Association recruited by the Project Implementing Entity to assist in the implementation of activities under Part B of the Project, namely: (a) as regards Garamba National Park, African Park Foundation; and (b) as regards the Mikeno sector of the Virunga National Park, the Frankfurt Zoological Society and other Protected Areas as required and as found satisfactory to the Association. 9. "ESIA" means environmental and social impact assessment, in form and substance satisfactory to the Association, adopted by the Recipient on May 23, 2008, giving details of the evaluation of the potential environmental and social risks and impacts of activities under the Project and describing measures 14 designed to mitigate, reduce or offset the environmental and social impacts of activities identified under the Project, as the same may be amended from time to time with the prior written approval of the Association. 10. "Fiduciary Technical Assistant" means the financial management specialist with qualifications and experience and terms of reference satisfactory to the Association to be recruited by the Project Implementing Entity for the purpose of providing assistance in carrying out the Project Implementing Entity's financial management activities. 11. "General Conditions" means the "International Development Association General Conditions for Credits and Grants", dated July 31, 2010. 12. "Indigenous Peoples Development Plan" and "IPDP" means the document adopted by the Recipient on May 23, 2008, defining specific measures to be implemented for indigenous people in the Project areas in order to protect them and to ensure that members of said indigenous people be granted development opportunities under the Project, as the same may be amended from time to time with the prior written approval of the Association. 13. "Internal Auditor" means the individual with qualifications and experience and terms of reference satisfactory to the Association designated and contracted by the Project Implementing Entity to assist in the carrying out of internal audits as per Section II.B(4) of Schedule 2 to this Agreement. 14. "Investment Manager" means the private company to be selected by the Okapi Fund to manage the investment assets of the Okapi Fund, as contracted by the Okapi Fund in accordance with Section III of the Schedule to the Project Agreement. 16. "National Park" means an area gazetted for nature conservation as defined in the Conservation Law. 17. "Okapi Fund" means Fonds Okapi pour la Conservation de la Nature en Ripublique Dimocratique du Congo, a charity legally established and operating under the United Kingdom Laws and authorized to operate in the Recipient's territory in accordance with the Okapi Fund's Basic Legislation. 18. "Okapi Fund's Statutes and Basic Legislation" means the Okapi Fund's statutes to be adopted and found satisfactory to the Association and the Recipient's Presidential Decree authorizing the Okapi Fund to carry out its activities under Component 4 of the Project and found satisfactory to the Association. 19. "Okapi Fund's Manual" means the implementation manual to be approved and adopted by the Okapi Fund (following its establishment) in form and substance 15 satisfactory to the Association outlining operational modalities for the establishment and operation of the Okapi Fund including, inter alia, the terms of reference for the technical management team, the institutional, administrative, financial, accounting, disbursement, procurement and environmental mitigation arrangements as well as the investment policies and guidelines, the use of Grant proceeds used for the establishment, operation and capitalization of said fund, as said manual may be amended from time to time with the prior written agreement of the Association, and such term includes any schedules to the Okapi Fund's Manual, including the Statutes of the Okapi Fund, the anti-corruption action plan and the Anti-Corruption Guidelines. 20. "Operating Costs" means the incremental expenses incurred by the Project Implementing Entity and by the Okapi Fund under the Project on account of office supplies, vehicles operation and maintenance, communication costs, rental expenses, utilities expenses, consumables, transport, travel and accommodation, per diem, supervision costs and salaries of locally contracted staff but excluding salaries of civil servants. 21. "Original Project" means the Project described in the GEF Grant Agreement (GEF Grant Number TF094033) dated May 30, 2009 between the Recipient and the International Bank for Reconstruction and Development (World Bank), acting as Implementing Agency of the Global Environment Facility. 22. "Process Framework" and "PF" mean the framework to ensure participation in management of Protected Areas by local communities living around Protected Areas, adopted by the Recipient on May 23, 2008, as said framework may be amended from time to time with the prior written agreement of the Association. 23. "Procurement Guidelines" means the "Guidelines: Procurement of Goods, Works and Non-consulting Services under IBRD Loans and IDA Credits and Grants by Association Borrowers" dated January 2011. 24. "Procurement Plan" means the procurement plan for the Project dated October 17, 2013 referred to in Section III.A.1 of the Schedule to the Project Agreement. 25. "Program" means a program of objectives, policies and actions contained in the Recipient's letter to the Association, dated December 12, 2007 and designed to promote nature conservation in the Recipient's territory. 26. "Project Implementation Manual" means the Project implementation manual outlining operational modalities for the implementation of Project activities including, inter alia, the institutional, administrative, financial, accounting, disbursement, procurement and environmental mitigation arrangements for the implementation of the Project, including an anti-corruption action plan, to be adopted by the Recipient and the Project Implementing Entity, as the same may 16 be amended from time to time with the prior written agreement of the Association, and such term includes any schedules to the Project Implementation Manual. 27. "Project Implementing Entity" means Institut Congolais pour la Conservation de la Nature, a parastatal established and operating pursuant to the Project Implementing Entity's Basic Legislation. 28. "Project Implementing Entity's Basic Legislation" means Law No. 75-023 dated July 22, 1975, Ordinance No. 78-190 dated May 5, 1978, or any other text pursuant to which the Project Implementing Entity has been established and is operating, as such legislation or other instrument may have been amended from time to time prior to the date of this Agreement. 29. "Protected Area" means an area gazetted for protection purposes as defined in the Conservation Law. 30. "Resettlement Policy Framework" and "RPF" mean the policy framework for land acquisition, compensation, resettlement and rehabilitation of displaced persons adopted by the Recipient on May 23, 2008, as said policy framework may be amended from time to time with the prior written agreement of the Association. 31. "Social and Environmental Documents" means together, the ESIA, the IPDP, the PF and the RPF. 32. "Steering Committee" (Comiti de Pilotage) means a committee created by the Recipient's Arrtd Ministiriel No. 093/CAB/MIN/ECN-T/02/JEB/09 dated February 11, 2009 in charge of coordinating the preparation and establishment of the Okapi Fund until said fund becomes fully operational, in a manner satisfactory to the Association. 33. "Subsidiary Agreement" means the Subsidiary Agreement referred to in Section L.A of Schedule 2 to this Agreement. 34. "Training" means the expenses incurred on per diem, travel, purchase of training materials and rental of facilities, and includes workshops and seminars. 17