OFFICIAL DOCUMENTS * THE WORLD BANK I WORLOBANKGROUP /X His Excellency Abdou Rabiou Minister of Planning Niamey Republic of Niger Re: Republic of Niger: Grant No.TFOB6446 Niger Investment Climate, Competitiveness Support and COVID- 19 Response Project Letter Agreement Excellency: In response to the request for financial assistance made on behalf of REPUBIC OF NIGER ("Recipient"), I am pleased to inform you that the International Bank for Reconstruction and Development and the International Development Association (collectively, the "Bank"), both, acting as administrator ofthe Investment Climate and Competitive Support Project Single-Donor Trust Fund, proposes to extend to the Recipient a grant in an amount not to exceed three million United States Dollars (USD3,000,000) ("Grant") on the terms and conditions set forth or referred to in this letter agreement ("Agreement"), which includes the attached Annex, to assist in the financing of the project described in the Annex ("Project"). This Grant is funded out of the abovementioned trust fund for which the Bank receives periodic contributions from the Donor. In accordance with Section 3.02 of the Standard Conditions (as defined in the Annex to this Agreement), the Bank's payment obligations in connection with this Agreement are limited to the amount of funds made available to it by the Donor under the abovementioned trust fund, and the Recipient's right to withdraw the Grant proceeds is subject to the availability of such funds. The Recipient represents, by confirming its agreement below, that it is authorized to enter into this Agreement and to carry out the Project in accordance with the terms and conditions set forth or referred to in this Agreement. 1818 H Street NW * Washington, DC 20433 USA -2- Please confirm the Recipient's agreement to the foregoing by having an authorized official of the Recipient sign and date this Agreement and returning one duly executed copy to the Bank. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT INTERNATIONAL DEVELOPMENT ASSOCIATION (both, acting as administrator of the Investment Climate and Competitive Support Project Single- Donor Trust Fund) Byy Clara Ana Coutinho de Sousa Country Director for Niger West and Central Africa Region AGREED: REPUBLIC OF NI By: Authorized Representative Name: bL AIL Title:MKS buPL4 Date: Enclosures: (1) "International Bank for Reconstruction and Development and International Development Association Standard Conditions for Grant Financing Made by the Bank out of Trust Funds" dated February 25, 20 19 (2) Disbursement and Financial Information Letter of the same date as this Agreement together with the "Disbursement Guidelines for Investment Project Financing", dated February 2017 -3- Grant No. TFOB6446 ANNEX Article I Standard Conditions; Definitions 1.01. Standard Conditions. The Standard Conditions (as defined in Section 1.02 below) constitute an integral part of this Agreement. 1.02. Definitions. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the Standard Conditions or in this Section: a) "Anti-CorruptionGuidelines"means, for purposes of paragraph2 of the Appendix to the Standard Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in ProjectsFinancedby IBRD Loans andIDA Credits andGrants", dated October 15,2006, and revised in January 2011, and as of July 1, 2016. b) "BAGRI" or "Banque Agricole du Niger" means a commercial agricultural bank in the Recipient's territory. c) "Cash Transfer" means the proceeds of the Grant paid or to be paid to a Cash Transfer Beneficiary as referred to in Section 2.03(h) of this Annex. d) "Cash Transfer Beneficiary" means a targeted vulnerable firm, defined as a formal or an informal micro and small enterprise, operating in the agribusiness and/or hospitality sector in the Recipient's territory that meet the selection criteria as set out in the Project Implementation Manual to receive a Cash Transfer under Part 1 of the Project. e) "Category" means a category set forth in the table in Section 3.01 of this Agreement. f) "CIPMEN" means the small and medium enterprise incubator center in the Recipient's territory that supports companies evolving, inter alia, in the agrobusiness sector. g) "COVID-19"means the coronavirus disease caused by the 2019 novel coronavimus (SARS-CoV-2). h) "Environmental and Social Commitment Plan" or "ESCP" means the environmental and social commitment plan for the Project, dated May 8,2021, as the same may be amended from time to time in accordance with the provisions thereof, which sets out the material measures and actions that the Recipient shall carry out or cause to be carried out to address the potential environmental and social risks and impacts of the Project, including the timeframes of the actions and measures, institutional, staffing, training, monitoring and reporting arrangements, and any environmental and social instruments to be prepared thereunder. -4- i) "Environmental and Social Standards" or "ESSs" means, collectively: (i) "Environmental and Social Standard 1: Assessment and Management of Environmental and Social Risks and Impacts"; (ii) "Environmental and Social Standard 2: Labor and Working Conditions"; (iii) "Environmental and Social Standard 3: Resource Efficiency and Pollution Prevention and Managemenf'; (iv) "Environmental and Social Standard 4: Community Health and Safety"; (v) "Environmental and Social Standard 5: LandAcquisition, Restrictionson Land Use and Involuntary Resettlement"; (vi) "Environmental and Social Standani 6: Biodiversity Conservation and Sustainable Management of Living Natural Resources"; (vii) "Environmental and Social Standard 7: Indigenous Peoples/Sub- Saharan Historically Underserved Traditional Local Communities"; (viii) "Environmental and Social Standard 8: Cultural Heritage"; (ix) "Environmental and Social Standard 9: Financial Intermediaries"; (x) "Environmental and Social Standard 10: Stakeholder Engagement and Information Disclosure"; effective on October 1, 2018, as published by the Bank. j) "Haut Commissariat e l'Initiative 3N" means the commission responsible for guiding, facilitating and monitoring the implementation of activities contributing to the achievement of food and nutritional self-sufficiency in the Recipient's territory. k) "Maison de l'Entreprise" means the Recipient's Agency for Enterprise Promotion established under the Chamber of Commerce of Niger through the Recipients Dicret No2012-247/PRN/MC/PSP/A"I/DI portant crgation, attributions et organisation de la Maison de l'Entreprise dated May 30, 2012. 1) "MSME" means a micro, small and medium enterprise. m) "Operating Costs" means the incremental expenses incurred by the PIU and Maison de L'Entreprise, on account of Project implementation, management and monitoring and evaluation, including the reasonable costs forutilities and supplies, bank charges, communications, vehicle operation, maintenance, and insurance, office space rental, building and eq uipment maintenance, public awareness-related media expenses, travel and supervision, and salaries of contractual and temporary staff, but excluding salaries, fees, honoraria, and bonuses of members of the Recipient's civil service. n) "Payment Agreement" means the agreement refered to in Section 2.03(j) of this Annex. o) "Payment Service Provider" means a person or entity that has entered into a Payment Agreement with the Recipient in accordance with the provisions of Section 2.03(j) of this Annex. p) "Procurement Regulations" means, for purposes of paragraph 20 of the Appendix to the Standard Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated November 2020. -5- q) "Project Implementation Manual" means the manual to be prepared and adopted by the Recipient setting forth, inter alia, the detailed arrangements and procedures for: (a) institutional coordination and day-to-day execution of the Project; and (b) monitoring and evaluation, reporting and communication. r) "Project Implementation Unit" or "PIU" means the unit referred to in Section 2.02 of his Annex establishedby theRecipient forthe implementation ofthe Recipient's Competitiveness and Growth Support Project described in the Financing Agreement dated July 5, 2012, between the Recipient and the Association (Credit Number 5132-NE). s) "RECA" or "Riseau National des Chambres d'Agriculture" means a network of agricultural chambers of commerce. t) "SAHFI" or "Sahelian Financing Society" means a local guarantee fund in the Recipient's territory. u) "Standard Conditions" means the "International Bank for Reconstruction and Development and International Development Association Standard Conditions for Grant Financing Made by the Bank out of Trust Funds", dated February 25, 2019. v) "Task Force" means a team comprising a representative of: (i) the Recipient's chamber of commerce; (ii) the Recipient's ministry in charge of planification; (iii) the Recipient's ministry in charge ofcommerce, (iv) SAHFI; (v) Bagri; (vi) RECA; (vi) the Haut-Commissariat d l'Initiative 3N, and (vii) CIPMEN, as referred to in Section 2.03(c) of this Annex. Article II Project Execution 2.01. Project Objectives and Description. The objective of the Project is to provide emergency financial and technical support to MSMEs in selected agriculture value chains to recover from the impact of the COVID-1 9 pandemic crisis. The Project consists of the following parts: Part 1. Direct Cash Support Providing liquidity injections to eligible micro and small and medium enterprises through direct Cash Transfers to cover a portion of their fixed costs and / or a portion of their employees' salaries. Part 2. Enhancement of Productive Capabilities Strengthening the productive capabilities of small-scale agribusiness / agroindustry producers in the context of the COVID-19 pandemic through the acquisition of small production kits for eligible operators. -6- Part 3. Project Management Provision of technical assistance and financial resources for the management of the Project, including the monitoring of the procurement, financial management and safeguards processes of the Project and the financing of the Operating Costs related to Project implementation. 2.02. Project Execution Generally. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry outthe Project through the Project Implementation Unit and the Maison de l'Entreprise in accordance with the provisions of: (a) Article II of the Standard Conditions; (b) the Anti-Corruption Guidelines; and (c) this Article II. 2.03. Institutional and Other Arrangements. Without limitation upon the provisions of Section 2.02 above: ImplementationArrangements (a) The Recipient shall maintain, throughout the implementation of the Project, the PIU, with mandate, composition and resources acceptable to the Bank, to be responsible for the day-to-day management of Part 1 of the Project and the fiduciary aspect of the entire Project, including financial management and procurement. To this end, the PIU shall comprise, inter alia, a financial management specialist, a procurement specialist, a senior accountant and an assistant accountant, all with experience and qualifications acceptable to the Bank. (b) The Recipient shall maintain, throughout Project implementation, the Maison de l'Entreprise with mandate, composition and resources acceptable to the Bank to be responsible for the day-to-day management of Part 2 of the Project. To this end, the Maison de l'Entreprise shall comprise, inter-alia: (i) an assistant accountant; (ii) a matching grant expert; and (iii) an agriculture value chain specialist, all with experience and qualifications acceptable to the Bank. (c) The Recipient shall ensure that, throughout Project implementation, a task fore, with mandate, composition and resources acceptable to the Bank, is vested with the responsibility for monitoring the activitiesof the Project ImplementationUnit to ensure thatdecisions on capacity building are made equitably and according to the established criteria and that all COVID-19 response funds are distributed in a timely manner ("Task Force"). Project Implementation Manual (d) The Recipient shall, not later than one (1) month after the Effective Date of the Project, prepare in accordance with terms of reference acceptable to the Bank and furnish to the Bank a proposed implementation manual for the Project containing detailed: (i) administrative; (ii) procurement; (iii) financial and accounting; and (iv) monitoring and evaluation procedures; (v) safeguard arrangements for the Project; (vi) the eligibility criteria, terms and conditions, procedures for preparation and approval and monitoring and evaluation for the Cash Transfer program; and a code of conduct to prevent and manage any incidents of gender based violence and sexual exploitation and abuse for any contractors/sub-contractors or consultants hired by the Recipient. -7- (e) The Recipient shall: (i) furnish said manual to the Bank for review and approval; (ii) afford the Bank a reasonable opportunity to exchange views with the Recipient on said manual; (iii) thereafter ensure that the Recipient adopts said Project implementation manual as shall have been approved by the Bank ("Project Implementation Manual"). (f) The Recipient shall ensure that: (i) the Project is carried out in accordance with the Project Implementation Manual, and (ii) neither the Project Implementation Manual nor any of its provisions is amended or waived without the prior written agreement of the Bank. (g) Notwithstanding the foregoing, in the event of any inconsistency between the provisions of the Project Implementation Manual and those ofthe Grant Agreement the provisions of the Grant Agreement shall prevail. Cash Transfers (h) For the purpose of implementing the Cash Transfers program under Part I of the Project, the Recipient shall enter into agreements with Cash Transfer Beneficiaries in accoidance with eligibility criteria and procedures acceptable to the Bank and further detailed in the Project Implementation Manual. (i) Each Cash Transfer proceeds shall be in an amount acceptable to the Bank and the Recipient and shall be paid to its intended beneficiary. (j) The Recipient shall conclude and thereafter implement, until it has expired in accordance with its terms, a payment agreement, in form and substance satisfactory to the Bank and in accordancewith criteria andproceduresset forth in the Project Implementation Manual, with one or more Payment Service Providers, selected on the basis of terms of reference, qualifications and experience satisfactory to the Bank and in accordance with the provisions of Section 2.06 of this Annex, for the payment of the Cash Transfers proceeds to Cash Transfer Beneficiaries (each a "Payment Agreement"). The Recipient shall ensure that each Payment Agreement is: (i) submitted to the Bank for its review and approval prior to its signature between the Recipient and a Payment Service Provider; (ii) signed and effective before any proceeds of the Grant are transferred to the Payment Service Provider; and (iii) carried outwith due diligence and efficiencyand in accoiance with sound technical, financial and managerial standard and practices acceptable to the Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to the recipients of the Cash Transfer proceeds other than the Recipient. 2.04. Environmental and Social Standards (a) The Recipient shall ensure that the Project is carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Bank. (b) Without limitation upon paragraph (a) above, the Recipient shall ensuie that the Project is implemented in accordance with the Environmental and Social Commitment Plan ("ESCP"), in a manner acceptable to the Bank. To this end, the Recipient shall ensure that (i) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, and provided in the ESCP; -8- (ii) sufficient funds are available to cover the costs of implementing the ESCP; (iii) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the ESCP, as provided in the ESCP, and (iv) the ESCP, or any provision thereof, is not amended, repealed, suspended or waived, except as the Bank shall otherwise agree in writing, as specified in the ESCP, and ensure that the revised ESCP is disclosed promptly thereafter. (c) In case of any inconsistencies between the ESCP and the provisions of this Agreement the provisions of this Agreement shall prevail. (d) The Recipient shall ensure that: (i) all measures necessary are taken to collect, compile, and furnish to the Bank through regular reports, with the frequency specified in the ESCP, and promply in a separate report or reports, if so requested by the Bank, information on the status of compliance with the ESCP and the environmental and social instruments referred to therein, all such reports in form and substance acceptable to the Bank, setting out, inter alia: (A) the status of implementation of the ESCP; (B) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (C) corrective and preventive measures taken or required to be taken to address such conditions; and (ii) the Bank is promptly notified of any incident or accident related to or having an impact on the Project which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers, in accordance with the ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. (a) The Recipient shall establish, publicize, maintain and operate an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of Project- affected people, and take all measures necessary and appropriateto resolve, or facilitate the resolution of, such concerns and grievances, in a manner acceptable to the Bank. 2.05. Project Monitoring, Reporting and Evaluation. The Recipient shall ensure that each Project Report is furnished to the Bank not later than forty-five (45) days after each calendar semester, covering the calendar semester. 2.06. Procurement All goods, non-consulting services, and consulting 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 the "World Bank Procurement Regulations for IPF Borrowers" dated July 2016, revised November 2017 and August 2018 ("Procurement Regulations"), and the provisions of the Recipient's procurement plan for the Project ("Procurement Plan") dated March 3, 2021, -9- provided for under Section IV of the Procurement Regulations, as the same may be updated from time to time in agreement with the Bank. Article III Withdrawal of Grant Proceeds 3.01. Eligible Expenditures. The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of: (a) Article III of the Standard Conditions; and (b) this Section; to finance Eligible Expenditures in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table. Category Amount of the Grant Percentage of Allocated Expenditures to be (expressed in USD) Financed (inclusive of Taxes) (1) Goods, consulting 830,000 100% services, Operating Costs and Training under the Project, except for Part 1 (2) Cash Transfers Under 2,170,000 100% Part I of the Project TOTAL AMOUNT 3,000,000 3.02. Withdrawal Conditions. Notwithstanding the provisions of Section 3.01 of this Agreement, no withdrawal shall be made: (a) for payments made prior to the date of this Agreement; or (b) under Category (2) unless and until a Payment Agreement has been fully executed between the Recipient and each Service Provider, respectively. 3.03. Withdrawal Period. The Closing Date is June 30, 2022. Article IV Recipient's Representative; Addresses 4.01. Recipient's Representative. The Recipient's Representative referred to in Section 7.02.of the Standard Conditions is its minister responsible for planning. -10- 4.02. Recipient's Address. For purposes of Section 7.01 of the Standard Conditions the Recipient's Address is: Ministry of Planning B.P. 862 Niamey Republic of Niger 4.03. Bank'sAddress. For purposes of Section 7.01 of the Standard Conditions: (a) the Bank's address is: International Bank for Reconstruction and Development International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Bank's Electronic Address is: Telex: Facsimile: 248423 (MCI) or 1-202-477-6391 64145 (MCI)