OFFICIAL, The World Bank .O .U (202) 477-1234 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION Cable Address: INDEVAS 138/14 February 4th, 2014 His Excellency Mr. Wilson Laleau Minister of Economy and Finance Ministry of Economy and Finance 5, Avenue Charles Sumner Port-au-Prince, Republic of Haiti Re: HAITI: Advance Agreement for Preparation of Proposed Center and Artibonite Regional Development Project Preparation Advance No. 09040-HT Excellency: In response to the request for financial assistance made on behalf of the Republic of Haiti ("Recipient"), I am pleased to inform you that the International Development Association ("World Bank") proposes to extend to the Recipient, an advance out of the World Bank's Project Preparation Facility, in an amount not to exceed three million three hundred thirty thousand Dollars (US$3,330,000) ("Advance") on the terms and conditions set forth or referred to in this letter agreement ("Agreement"), which includes the attached Annex, to assist in financing the activities described in the Annex ("Activities"). The objective of the Activities is to facilitate the preparation of a proposed project designed to: (a) enhance transport connectivity between the Centre Artibonite Loop ("CAL") and other regions; (b) enhance the access of inhabitants and agricultural producers to selected markets by improving internal connectivity within the CAL as well as selected market facilities; (c) develop regional knowledge and tools to enable the public authorities and the private sector in the region to better plan investments and activities; (d) improve the region's resilience to climate change; and (e) provide the Recipient with resources and capacity to respond promptly and effectively to an Eligible Emergency ("Project"), for the carrying out of which the Recipient intends to request the World Bank's financial assistance. The Recipient represents, by confirming its agreement below, that: (a) it understands that the provision of the Advance does not constitute or imply any commitment on the part of IBRD or IDA to assist in financing the Project; and (b) it is authorized to enter into this Agreement and to carry out the Activities, repay the Advance and perform its other obligations under this Agreement, all in accordance with the provisions of this Agreement. Please confirm the Recipient's agreement to the foregoing by having an authorized official of the Recipient sign and date the enclosed copy of this Agreement, and returning it to the World Bank. Upon receipt by the World Bank of this countersigned copy, this Agreement shall become effective as of the date of the countersignature; provided, however, that the offer of this Agreement shall be deemed withdrawn if the World Bank has not received this countersigned copy within thirty (30)'days iffr the date of signature of this Agreement by the World Bank, unless the World Bank has established a later date for such purpose. Very truly yours, INTERNATIONAL DEVELOPMENT ASSOCIATION / ry Barto-Dock Sp6cial Envoy to Haiti Latin America and the Caribbean Region AGREED: UBLIC OF HAITI By: e pr enta ive Name: -few Title: Date: ' Enclosures: (1) "Standard Conditions for Advances Made by the World Bank under its Project Preparation Facility", dated July 31, 2010; (2) Disbursement Letter for the Advance of the same date as this Agreement, together with "World Bank Disbursement Guidelines for Projects", dated May 1, 2006; (3) "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; (4) "Guidelines: Procurement of Goods, Works and Non-consulting Services under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011; and (5) "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011. 2 11I PPA No. Q9040-HT ANNEX Article I Standard Conditions; Definitions 1.01. Standard Conditions. The Standard Conditions for Advances Made by the World Bank under its Project Preparation Facility dated July 31, 2010 ("Standard Conditions"), 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 Agreement, including the following: (a) "CAL" means the Centre Artibonite Loop, a region in the Recipient's territory where the Project will be carried out. (b) "Eligible Emergency" means "Eligible Emergency" means an event that has caused, or is likely to imminently cause, a major adverse economic and/or social impact to the Recipient, associated with a natural or man-made crisis or disaster. (c) "MEF" means Minist&re d'Economie et des Finances, the Recipient's Ministry of Economy and Finance or any legal successor or successors thereto. (d) "MTPTEC" means Minist&re des Travaux Publics, Transport, Energie et Communications the Recipient's Ministry of Public Works, Transport, Energy and Communications or any legal successor or successors thereto. (e) "Operating Costs" means the reasonable expenditures incurred by the Recipient with respect to the implementation, management and monitoring of the Activities, including the costs of support staff salaries (excluding salaries of the Recipient's civil service staff), communication, editing, printing and publication, translation, vehicle operation and maintenance, bank charges, local travel costs and field trip expenses, office rentals, utilities, equipment and supplies. (f) "PIU" means the unit established and operating within the MEF. (g) "Project Implementation Unit" or "PIU" means Unitj Technique d'Exicution, MEF's Project implementation unit, or any successor or successors thereto acceptable to the World Bank. (h) "Rural Access Index" means the index that measures the number of people who live within two (2) kilometers or more of the nearest all-weather road. (i) "SPU" means Services de Planification Urbaine, the Urban Planning services established within the MTPTEC or any legal successor or successors thereto. () "Training and Workshops" means expenditures incurred by the Recipient in connection with carrying out training and workshops activities under the Project, including travel 3 costs and per diem for local trainees, rental of facilities and equipment and training materials and related supplies. (k) "World Bank's Safeguards Policies" means the World Bank's operational policies and procedures set forth in the World Bank's Operational Manual under OP/BPs 4.01, 4.04, 4.09, 4.10, 4.11, 4.12, 4.36, 4.37, 7.50 and 7.60 as said manual is published under www.WorldBank.org/opmanual. Article II Execution of the Activities 2.01. Description of the Activities. The Activities for which the Advance is provided consist of the following parts: (a) The preparation of: (i) design studies for selected sections and/or spots along the road network in the CAL. (ii) technical and/or strategic documents including master plan, strategy, guidelines for transport services, including maintenance in the CAL. (iii) analytical studies on markets and agricultural potential and dynamics in the CAL, including: (A) the development of technical documents comprising, inter alia, the selection criteria to prepare a list of eligible markets as well as guidelines; and (B) a study to improve/upgrade a selected market in the CAL. (iv) thematic studies and specific assessments contributing to building the baseline data and knowledge of the territory, and to identifying the major needs and possible synergies in the CAL including, institutional study, natural hazards risk mapping for selected towns, demand and needs for micro industrial parks in and around selected towns, potential for clean/renewable energy, assessment of Rural Access Index. (v) studies to develop urban plans for selected towns in and around the CAL. (b) The provision of technical assistance to the Recipient for the development of safeguard instruments and baseline data. (c) The carrying out of small rehabilitation works in the Recipient's offices. (d) The financing of the Recipient's Operating Costs. 2.02. Execution of the Activities Generally. The Recipient declares its commitment to the objectives of the Activities. To this end, the Recipient shall carry out the Activities through MEF in accordance with the provisions of: (a) Article II of the Standard Conditions; (b) this Article II; and (c) 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. 4 2.03. Institutional and Other Arrangements. For purposes of assisting MEF in carrying out the Activities, and to ensure the proper coordination of the execution of the said Activities, the Recipient shall, through MEF, maintain the PIU with adequate resources and facilities, and professional staff in adequate numbers whose qualifications, experience and terms of reference shall be acceptable to the World Bank. The PIU shall be responsible for, inter alia: (a) the procurement process and the preparation of withdrawal applications related to the Activities; (b) the monitoring, in accordance with indicators agreed upon with the World Bank, of the implementation progress of the Activities; (c) the preparation, for submission to the World Bank, of procurement plans relating to the Activities; and (d) the preparation, for submission to the World Bank, of the reports referred to under Section 2.05 and 2.06 of this Annex. The PIU shall also include an environmental and social management unit whose main responsibility shall be to review the environmental and social management framework and to ensure compliance with the World Bank's Safeguards Policies. 2.04. Safeguards. When any Activity may have implications for or could affect environmentally or socially sensitive areas, the Recipient shall ensure that the terms of reference for any consultancies related to studies, technical assistance or capacity building under this Agreement, as well as for the preparation of environmental and social frameworks, management plans and other instruments required by World Bank's Safeguard Policies, shall be satisfactory to the World Bank following its review thereof and, to that end, such terms of reference shall duly incorporate the requirements of the World Bank's Safeguard Policies, as applied to the advice conveyed through such technical assistance and capacity building activities. 2.05. Monitoring, Reporting and Evaluation of the Activities. The Recipient shall monitor and evaluate the progress of the Activities in accordance with the provisions of Section 2.08 of the Standard Conditions. 2.06. Financial Management. (a) The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.09 of the Standard Conditions. (b) The Recipient shall ensure that interim un-audited financial reports for the Activities are prepared and furnished to the World Bank not later than forty five (45) days after the end of each calendar semester, covering the semester, in form and substance satisfactory to the World Bank. (c) The Recipient shall have its Financial Statements audited in accordance with the provisions of Sections 2.09 (b) of the Standard Conditions. Each audit of the Financial Statements shall cover the period of one fiscal year of the Recipient, commencing with the fiscal year in which the first withdrawal under the Advance was made. The audited Financial Statements for such period shall be furnished to the World Bank not later than six months after the end of such period. 5 2.07. Procurement (a) General. All goods non-consulting services and consultants' services required for the Activities and to be financed out of the proceeds of the Advance shall be procured in accordance with the requirements set forth or referred to in: (i) Section I of 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 ("Procurement Guidelines"), in the case of goods and non-consulting services; (ii) Sections I and IV of the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 ("Consultant Guidelines") in the case of consultants' services; and (iii) the provisions of this Section, as the same shall be elaborated in the procurement plan prepared and updated from time to time by the Recipient for the Activities in accordance with paragraph 1.18 of the Procurement Guidelines and paragraph 1.25 of the Consultant Guidelines ("Procurement Plan"). (b) Definitions. The capitalized terms used in the following paragraphs of 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 and III of the Procurement Guidelines, or Sections II, III, IV and V of the Consultant Guidelines, as the case may be. (c) Particular Methods of Procurement of Goods and Non-consultina Services (i) Except as otherwise provided in sub-paragraph (ii) below, goods and non-consulting services shall be procured under contracts awarded on the basis of National Competitive Bidding. (ii) The following methods, other than National Competitive Bidding, may be used for procurement of goods and non-consulting services for those contracts specified in the Procurement Plan: (A) Shopping; (B) Direct Contracting; and (C) Force Account. (d) Particular Methods of Procurement of Consultants' Services (i) Except as otherwise provided in item (ii) below, consultants' services shall be procured under contracts awarded on the basis of Quality- and Cost-based Selection. (ii) The following methods may be used for the 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' 6 Qualifications; (E) Single-source Selection of consulting firms; and (F) Selection of Individual Consultants. (e) 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. Article III Withdrawal of the Advance 3.01. Eligible Expenditures. The Recipient may withdraw the proceeds of the Advance in accordance with the provisions o: (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 100% of Eligible Expenditures consisting of goods, works, non- consulting services, consultants' services, training and workshops, and operating costs inclusive of Taxes. 3.02. Withdrawal Conditions. Notwithstanding the provisions of Section 3.01 of this Agreement, no withdrawal shall be made for payments made prior to the date of countersignature of this Agreement by the Recipient. 3.03. Refinancing Date. The Refinancing Date is September 30, 2014. Article IV Terms of the Advance 4.01. Refinancing under the Refinancing Agreement: If, on or before the Refinancing Date, a Refinancing Agreement has been executed by all of its parties, then the full amount of the Withdrawn Advance Balance shall be paid to the World Bank as soon as the Refinancing Agreement becomes effective, by means of a withdrawal by the World Bank of such amount of the Refinancing Proceeds, in accordance with the provisions of the Refinancing Agreement. 4.02. No Repayment in the absence of a Refinancing Agreement: Notwithstanding any provision to the contrary in the Standard Conditions, if, on or before the Refinancing Date, no Refinancing Agreement has been executed by all of its parties, or if, by such date or at any time thereafter, it has been so executed but terminates without becoming effective, then the Recipient shall not be obligated to repay the Withdrawn Advance Balance. Article V Recipient's Representative; Addresses 5.01. Recipient's Representative. The Recipient's Representative referred to in Section 9.02 of the Standard Conditions is its Minister of Economy and Finance. 5.02. Recipient's Address. The Recipient's Address referred to in Section 9.01 of the Standard Conditions is: 7 Ministry of Economy and Finance 5, Avenue Charles Sumner Port-au-Prince Republic of Haiti Facsimile: (+509) 229 917 32 5.03. World Bank's Address. The World Bank's Address referred to in Section 9.01 of the Standard Conditions is: International Development Association 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) 8