OFFICIAL DOCUMENTS THE WORLD BANK iBRD - IDA I WORLD BANK GROUP 2018 Dr. Hamadoun I. Toure Executive Director Smart Africa Alliance Secretariat 9th floor, Peace Plaza Building KN4 AV10 Kigali, Rwanda Re: Grant No. TF0A4343 Smart Africa /Korea Partnership Project Letter Agreement Dear Sir In response to the request for financial assistance made on behalf of Smart Africa ("Recipient"), I am pleased to inform you that the International Bank for Reconstruction and Development/International Development Association ("World Bank"), acting as administrator of grant funds provided by the Ministry of Strategy and Finance of the Republic of Korea ("Donor") under the Korea-World Bank Group Partnership Facility Single-Donor Trust Fund, proposes to extend to the Recipient for the benefit of member states ("Member Country"), a grant in an amount not to exceed five hundred ninety five thousand United States Dollars (USD 595,000) ("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 World 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 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 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 the enclosed copy of this Agreement, and returning it to the World Bank. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVEL NT ATIONAL DEVELOPMENT ASS I ION By_ Paul Noumba Urn Coordinating Country Director for Regional Integration Eastern and Southern Africa Africa Region AGREP: SMAT AFRI A By I rized Representa'iv Hamadoun I. Toure Executive Director Dat - Enclosures: (1) Standard Conditions for Grants Made by the World Bank Out of Various Funds, dated February 15, 2012 (2) Disbursement Letter of the same date as this Agreement, together with "Disbursement Guidelines for Investment Project Financing", dated February 2017 -3- Grant No. TF0A4343 ANNEX Article I Standard Conditions; Definitions 1.01. Standard Conditions. The Standard Conditions for Grants Made by the World Bank out of Various Funds dated February 15, 2012 ("Standard Conditions"), with the modifications set forth in Section I of the Appendix to this Agreement, 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. (a) "Smart Africa" means the entity established pursuant to the Smart Africa Manifesto endorsed by Heads of State during the Transform Africa Summit in Kigali on October 29, 2013, and registered on January 29, 2016, as a Non-Governmental Organization (NGO) under the laws of the Republic of Rwanda (Registration certificate No. 81 /RGB/NGO/2016). (b) "Targeted Countries" means the following member states of the Recipient: The Republic of Rwanda, the Republic of Uganda, the Republic of Gabon, the Republic of South Sudan, the Republic of Kenya, the Republic of Senegal, the Republic of Mali, the Republic of Chad, the Republic of Angola, the Republic of Burkina-Faso, the Republic of Djibouti, The Republic of Cote d'Ivoire, and the Republic of Guinea. Article II Project Execution 2.01. Project Objectives and Description. The objectives of the Project are to build the Recipient's secretariat capacity to implement priority programs, and the capacity of Targeted Countries to develop the Recipient's actions plans. The Project consists of the following parts: Part 1: Provision of technical assistance to Targeted Countries for: (i) the development of Smart Country Programs (SCPs) in keeping with the Recipient's action plan; and (ii) the organization of regional and global best practice knowledge sharing/exchange with the aim of building knowledge to inform development and implementation of SCPs. Part 2: Building the capacity of the Recipient's secretariat to execute its mandate, through the hiring of staff required for the purpose and the provision of training. Part 3: Provision of support to the Smart Africa Digital Technology Fellowship Program through the provision advanced training and mentoring, with the aim of supporting incubation and acceleration of new innovations and businesses. 2.02. Project Execution Generally. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project in accordance with the provisions of: (a) Article II of the Standard Conditions; (b) the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated -4- October 15, 2006 and revised in January 2011 ("Anti-Corruption Guidelines"); and (c) this Article II. 2.03. Donor Visibility. (a) The Recipient shall take or cause to be taken all such measures as the World Bank may reasonably request to identify publicly the Donor's support for the Project. (b) For the purposes of Section 2.09 of the Standard Conditions, the Recipient shall, upon the World Bank's request, take all measures required on its part to enable the representatives of the Donor to visit any part of the Member Country's territory for purposes related to the Project. 2.04. Project Monitoring, Reporting and Evaluation. (a) The Recipient shall 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. Each Project Report shall cover the period of one calendar quarter, and shall be furnished to the World Bank not later than forty-five days after the end of the period covered by such report. (b) The Recipient shall 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 months after the Closing Date. 2.05. Financial Management (a) The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.07 of the Standard Conditions. (b) The Recipient shall ensure that interim unaudited financial reports for the Project are prepared and furnished to the World Bank not later than forty-five 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 Section 2.07 (b) of the Standard Conditions. Such audit of the Financial Statements shall cover the entire period during which withdrawals from the Grant Account were 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. 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 Borrowers under Investment Project Financing" dated July 1, 2016 ("Procurement Regulations"), and the provisions of the Recipient's procurement plan for the Project ("Procurement Plan") dated November 17, 2017, provided for under Section IV of the Procurement Regulations, as the same may be updated from time to time in agreement with the World 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) the Standard Conditions; (b) this Section; and (c) such additional instructions as the World Bank may specify by notice to the Recipient (including the "Disbursement Guidelines for Investment Project Financing" dated February 2017, as revised from time to time by the World Bank and as made applicable to this Agreement pursuant to such -5- instructions), to finance Eligible Expenditures as set forth in the following table, The 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: Category Amount of the Grant Percentage of Allocated Expenditures to be (expressed in USD) Financed (inclusive of Taxes) Goods, Training, Operating 595,000 100% Costs, non-consulting services and consultants' services under the Project TOTAL AMOUNT 595,000 For the purpose of this paragraph, the terms: (a) "Operating Costs" means the incremental operating expenses approved by the World Bank on account of the Project, including office supplies, bank charges, contractual staff salaries, vehicle operation and maintenance, utilities and consumables, communication costs, travel and supervision costs, and per diem, but excluding the salaries of officials and public servants of the Member Country's civil service. (b) "Training" means the reasonable cost associated with the participation of personnel involved in Project supported training activities and workshops, including travel and subsistence costs for training and workshops participants, costs associated with securing the services of trainers, rental of training and workshop facilities, preparation and reproduction of training and workshop materials, and other costs directly related to training course or workshop preparation and implementation. 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 this Agreement. 3.03. Withdrawal Period The Closing Date referred to in Section 3.06 (c) of the Standard Conditions is December 18, 2018. 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 Executive Director. -6- 4.02. Recipient's Address. The Recipient's Address referred to in Section 7.01 of the Standard Conditions is: 9th floor, Peace Plaza Building KN4 AVI0 Kigali, Rwanda Email: didier.nkurikiyimfura@smartafrica.org 4.03. World Bank's Address. The World Bank's Address referred to in Section 7.01 of the Standard Conditions is: International Bank for Reconstruction and Development/International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Telex: Facsimile: 248423 (MCI) or 1-202-477-6391 64145 (MCI) -7- APPENDIX Modifications to the Standard Conditions The Standard Conditions are modified as follows: 1. The reference to "Member Country" in paragraph 17 of the Appendix to the Standard Conditions and in this Agreement means the member of the World Bank in whose territory the Project is carried out or any of such member's political or administrative subdivisions. If the Grant is extended by the World Bank to such member as a party to the Grant Agreement, the term "Member Country" and "Recipient" refer to the same entity. 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. 2. The reference to "Project" means the Project for which the Grant is made. If the Project is carried out in the territory of more than one Member Country, "Project" refers separately to the Project of each such Member.