CREDIT NUMBER 6894-NE GRANT NUMBER D826-NE NIGELEC Project Agreement (Regional Electricity Access and BEST Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and SOCIt NIGtRIENNE D 'ELECTRICITE CREDIT NUMBER 6894-NE GRANT NUMBER D826-NE NIGELEC PROJECT AGREEMENT AGREEMENT between the INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association") and SOCITE NIGERIENNE D'ELECTRICITt ("NIGELEC" or "Project Implementing Entity") ("Project Agreement") in connection with the Financing Agreement ("Financing Agreement") of the Signature Date between the Republic of Niger ("Recipient) and the Association, concerning Grant No. D826 NE and Credit No. 6894 NE. The Association and the Project Implementing Entity hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to the Financing 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 Financing Agreement or the General Conditions, and the term "Fiscal Year" means the twelve (12) month period corresponding to any of NIGELEC's fiscal years, which period commences on January 1 and ends on December 31 in each calendar year. ARTICLE H - PROJECT 2.01. NIGELEC declares its commitment to the objectives of the Project and the Program. To this end, NIGELEC shall carry out Parts 1.2, 2.3, 3 and 4.2 of the Project in accordance with the provisions of Article V of the General Conditions and the Schedule to this Agreement, and shall provide promptly as needed, the funds, facilities, services and other resources required for Parts 1.2, 2.3, 3 and 4.2 of the Project. ARTICLE III - TERMINATION 3.01. For purposes of Section 10.05(c) of the General Conditions, the date on which the provisions of this Agreement shall terminate is twenty (20) years after the Signature Date. -2- ARTICLE IV - REPRESENTATIVE; ADDRESSES 4.01. NIGELEC's Representative is its General Director. 4.02. For purposes of Section 11.01 of the General Conditions: (a) the Association's address is: International Development Association 1818 H Street, NW Washington, DC 20433 United States of America; and (b) the Association's Electronic Address is: Telex: Facsimile: 248423(MCI) (+1) 202-477-6391 4.03. For purposes of Section 11.01 of the General Conditions: (a) NIGELEC's address is: Socidtd Nigirienne d'Electricitg 201, Av. du G6n6ral de Gaulle BP 11202 Niamey Republic of Niger; and (b) NIGELEC's Electronic Address is: Facsimile: (+227) 20-72-32-88 -3- AGREED as of the later of the two dates written below. INTERNATIONAL DEVELOPMENT ASSOCIATION By Authorized Representative Name: Vijay Pillai Title: Interim Director, Regional Integration Date: July 21, 2021 SOCItTt NIGERIENNE D'ELECTRICITE By Authorized Representative Name: Title: \ L \ -4- SCHEDULE Execution of Parts 1.2, 2.3, 3 and 4.2 Project Section I. Implementation Arrangements A. Institutional Arrangements 1. Steering Committee NIGELEC shall, not later than three (3) months after the Effective Date, appoint, and thereafter maintain throughout the period of Project implementation, a representative and its alternate to the Steering Committee. The Steering Committee shall be maintained at all times under terms of reference satisfactory to the Association, including the responsibility for overseeing the work of the RCU and the PIU and for leading the coordination of the Project with the Recipient, NIGELEC and any other relevant national entities of the Recipient and to meet at least twice a year or as needed to ensure timely implementation of the Project. The composition of the Steering Committee shall comprise the head of the national utilities of the Participating Countries or his/her alternate, one high-level representative of the ministry responsible for economy, finance and planning of each Participating Country and one high-level representative of the ministry responsible for energy of each Participating Country. 2. Project Implementing Unit In order to ensure the effective carrying out of Parts 1.2, 2.3, 3 and 4.2 of the Project and the timely collaboration with the Recipient's national authorities and ECOWAS, NIGELEC shall maintain throughout Project implementation, the PIU within its structure under terms of reference satisfactory to the Association and with financial, technical and administrative resources adequate to enable it to carry out Parts 1.2, 2.3, 3 and 4.2 of the Project in a timely and diligent manner. The PIU shall: (i) be headed by a Project coordinator and its composition shall include at all times a procurement specialist, a financial management specialist, an accountant, an environmental specialist and a social specialist, all under terms of reference and with qualifications and experience satisfactory to the Association; (ii) coordinate with the RCU to ensure proper supervision and monitoring and control of Project activities, adequate administrative and financial management, suitable and timely implementation of the environmental and social risk management and impact instruments, and reporting on Project progress to donors and other relevant stakeholders; and (iii) be supplemented with the employment, not later than three (3) months after the Effective Date and under terms of reference and with qualifications and experience satisfactory to the Association: (A) one additional environmental consultant; (B) one additional social consultant; (C) one SEAH consultant; and (D) one security risk consultant. 3. Project Technical Committee NIGELEC, shall, not later than three (3) months after the Effective Date, appoint, and thereafter maintain throughout the period of Project implementation, a representative and -5- alternate to the Project Technical Committee. The Project Technical Committee shall be maintained at all times under terms of reference satisfactory to the Association, with the main responsibility of overseeing the procurement process of contracts financed by the Association. The Project Technical Committee shall be chaired by the RCU Project coordinator and its composition shall include one representative of the NIGELEC and each of the project implementing unit of the national electricity utility of each Participating Country, a representative and an alternate of each Participating Country and the procurement specialist of the RCU acting as its secretary. 4. Joint Procurement For the purposes of ensuring the application of the most appropriate procurement approach under the Project, NIGELEC shall follow at all times the rules determined by the Association for carrying out joint procurement of contracts under Parts 1.2, 2.3 and 3 of the Project with the Participating Countries, under the lead of the RCU and with the participation of the Project Technical Committee, as determined by the Association. B. Environmental and Social Standards 1 . NIGELEC shall ensure that Parts 1.2, 2.3, 3 and 4.2 of the Project are carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Association. 2. Without limitation upon paragraph 1 above, NIGELEC shall ensure that Parts 1.2, 2.3, 3 and 4.2 of the Project are implemented in accordance with the Environmental and Social Commitment Plan ("ESCP"), in a manner acceptable to the Association. To this end, NIGELEC shall ensure that: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, as provided in the ESCP; (b) sufficient funds are available to cover the costs of implementing the ESCP; (c) 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 (d) the ESCP, or any provision thereof, is not amended, repealed, suspended or waived, except as the Association shall otherwise agree in writing, as specified in the ESCP, and ensure that the revised ESCP is disclosed promptly thereafter. 3. In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shall prevail. 4. NIGELEC shall ensure that: (a) all measures necessary are taken to collect, compile, and furnish to the Association through regular reports, with the frequency specified in the ESCP, and promptly -6- in a separate report or reports, if so requested by the Association, 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 Association, setting out, inter alia: (i) the status of implementation of the ESCP; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (iii) corrective and preventive measures taken or required to be taken to address such conditions; and (b) the Association is promptly notified of any incident or accident, within 24 hours of the occurrence in the case of severe incidents, including allegations of GBV/SEAH, or accidents and within 48 hours of the occurrence in the case of serious accidents, 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, including without limitation any fatal Project- related accidents, any dispute between security forces (assigned to protect the Project) and local communities, or allegations of gender-based violence and/or sexual exploitation abuse and harassment related to Parts 1.2, 2.3, 3 and 4.2 of the Project, in accordance with the ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. 5. NIGELEC shall establish, not later than one (1) month after the Effective Date, and thereafter maintain, operate and publicize the availability of, throughout Project implementation, an accessible and functional grievance redress mechanism for Parts 1.2, 2.3, 3 and 4.2 of the Project, with adequate staffing and processes, and in form and substance satisfactory to the Association, to receive, register, hear, facilitate and determine fairly, safely, ethically and in good faith and on a confidential basis, all complaints, concerns and grievances raised in relation to Parts 1.2, 2.3, 3 and 4.2 of the Project, including those related to the environmental and social matters and a dedicated channel for the ethical handling of SEAH complaints, and take all measures necessary to implement the determinations made by such mechanism in a manner satisfactory to the Association. 6. NIGELEC shall ensure that all bidding documents and contracts for civil works under Parts 1.2 and 2.3 of the Project include the obligation of contractors and subcontractors to: (i) comply with the relevant aspects of ESCP and the environmental and social instruments referred to therein; and (ii) adopt and enforce codes of conduct that should be provided to and signed by all workers, detailing measures to address environmental, social, health and safety risks, and the risks of sexual exploitation, abuse and harassment and violence against children, and explicitly prohibiting and outlining sanctions for, among others, acts of SEAR and all sexual activities with anyone under the age of 18 and the recruitment of minors, all as applicable to such civil works commissioned or carried out pursuant to said contracts. C. Project Implementation Manual NIGELEC shall: (i) not later than five (5) months after the Effectiveness Date, update the Project Implementation Manual, in form and substance satisfactory to the Association, to adapt it to the Project; (ii) take all action required to carry out Parts 1.2, 2.3, 3 and 4.2 of the Project in accordance with the provisions and requirements set forth or referred to in -7- the Project Implementation Manual; (iii) submit recommendations to the Association for its consideration for further changes and updates of the Project Implementation Manual as they may become necessary or advisable during Project implementation in order to achieve the objectives of the Project; and (iv) not assign, amend, abrogate or waive the Project Implementation Manual or any of its provisions without the prior approval of the Association. Notwithstanding the foregoing, if any of the provisions of the Project Implementation Manual is inconsistent with the provisions of the Financing Agreement or of this Agreement, the provisions of the Financing Agreement or of this Agreement, as the case may be, shall prevail and govern. D. Annual Work Plan and Budget NIGELEC shall: (a) prepare a draft AWP&B for each Fiscal Year, setting forth, inter alia: (i) a detailed description of planned activities under Pars 1.2, 2.3, 3 and 4.2 of the Project for the following Fiscal Year; (ii) the sources and uses of funds therefor; and (iii) responsibility for execution of said Project activities, budgets, start and completion date, outputs, and monitoring indicators to track progress of each activity; (b) on or about November 30 of each Fiscal Year and after considering the comments provided by the Steering Committee, furnish to the Association for its comments and approval, the draft AWP&B and, promptly thereafter, finalize the AWP&B taking into account the Association's views and recommendations thereon; and (c) adopt and sign the final version of the AWP&B in the form approved by the Association not later than December 31 of such Fiscal Year. E. Training 1. For the purposes of the training to be provided under Part 4.2 of the Project and to be delivered through study tours, workshops and conferences, NIGELEC shall: (a) furnish to the Association for its approval, not later than November 30 of each year, a training program including an explanation of how such training is consistent and conducive to the objectives of the Project and whether it offers the best price/quality ratio, as well as the schedule for its implementation; (b) select the trainees in accordance with a transparent process and criteria satisfactory to the Association; and (c) furnish to the Association a report of such scope and detail as the Association shall reasonably request, on the results of each training and the benefits to be derived therefrom. 2. NIGELEC shall, that not later than six (6) months after the Effective Date, develop, and thereafter implement, a training plan, acceptable to the Association, aimed at target groups -8- associated with Part 2.3 of the Project with a view to raise awareness of the risks and mitigate the impacts of the activities related to the supply and installation of 20 MWh battery energy storage technology and synchronization equipment under Part 2.3 of the Project. F. Financial Management 1 . NIGELEC shall: (a) not later than three (3) months after the Effective Date: (i) recruit an accountant with qualifications and experience and under terms of reference satisfactory to the Association and train him/her on the financial management and disbursement aspects of the Project; and (ii) appoint an internal auditor for the Project with qualifications and experience and under terms of reference and satisfactory to the Association; (b) not later than five (5) months after the Effective Date: (i) customize the existing accounting software to fit the Project and allow it to generate Project financial reports and train its staff in the use thereof; and (ii) update the financial management manual for the Project in form and substance satisfactory to the Association; and (c) not later than six (6) months after the Effective Date, appoint an independent external auditor for the Project with qualifications and experience and under terms of reference satisfactory to the Association. Section II. Project Monitoring, Reporting and Evaluation A. Project Reports 1 . NIGELEC shall monitor and evaluate the progress of Parts 1.2, 2.3, 3 and 4.2 of the Project and prepare Project Reports for Parts 1.2, 2.3, 3 and 4.2 of the Project in accordance with the provisions of Section 5.08(b) of the General Conditions and on the basis of the Monitoring and Evaluation Indicators. Each such Project Report shall cover the period of one calendar semester, and shall be furnished to the Recipient not later than two weeks after the end of the period covered by such report for incorporation and forwarding by the Recipient to the Association of the overall Project Report. 2. NIGELEC shall provide to the Recipient not later than two (2) months after the Closing Date, for incorporation in the report referred to in Section 5.08(c) of the General Conditions all such information as the Recipient or the Association shall reasonably request for the purposes of such Section. -9- B. Mid-Term Review NIGELEC shall: (a) maintain policies and procedures adequate to enable it to monitor and evaluate on an ongoing basis, in accordance with the Monitoring and Evaluation Indicators, the carrying out of Parts 1.2, 2.3, 3 and 4.2 of the Project and the achievement of the objectives thereof; (b) prepare, under terms of reference satisfactory to the Association, and furnish to the Association, on or about June 30, 2024, a report integrating the results of the monitoring and evaluation activities and setting out the measures recommended to ensure the efficient carrying out of Parts 1.2, 2.3, 3 and 4.2 of the Project and the achievement of the objectives thereof during the period following such date; and (c) review with the Association, on or about September 30, 2024, or such later date as the Association shall request, the report referred to in the preceding paragraph (b), and, thereafter, take all measures required to ensure the efficient completion of Parts 1.2, 2.3, 3 and 4. 2 of the Project and the achievement of the objectives thereof, based on the conclusions and recommendations of the said report and the Association's views on the matter.