Page 1 December 22, 2000 His Excellency Keat Chhon Minister of Economy and Finance Ministry of Economy and Finance Phnom Penh Kingdom of Cambodia Re: Cambodia: Global Environment Facility (GEF) Grant for Preparation of Renewable Energy Development Project (Bank Executed Component) GEF-PPG No. TF024867 Your Excellency: I am writing on behalf of the International Bank for Reconstruction and Development acting as an Implementing Agency of the GEF (the Bank) to indicate the Bank’s agreement to make a Grant in an amount not exceeding US Dollars ($ 255,000) to Kingdom of Cambodia (the Recipient). The Grant is made in response to the Recipient’s request for financial assistance and for the purposes and on the terms and conditions set forth in the Annex to this Letter Agreement. The Recipient hereby confirms its request that the Bank carry out the activities described in paragraph 1 of the Annex to this Letter Agreement, and represents that it is authorized to contract the Grant for the said purposes and on the said terms and conditions. The provision of the Grant does not constitute or imply any commitment on the part of the Bank as a GEF Implementing Agency, or in its own capacity, or the International Development Association, to assist in the financing of the aforementioned project. Please confirm your agreement with the foregoing, on behalf of the Recipient, by signing, dating, and returning to us the enclosed copy of this Letter. Upon receipt by the Bank of the copy of this Letter Agreement countersigned by you, this Letter Agreement will become effective as of the date of countersignature. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as an Implementing Agency of the Global Environment Facility By /s/ Zafar Ahmed Acting Country Director, Cambodia East Asia and Pacific Region AGREED: THE KINGDOM OF CAMBODIA By /s/ Keat Chhon Sr. Minister, Minister of Economy and Finance Date: February 06, 2001 Annex Purpose, Terms and Conditions of the Grant Page 2 1. The purpose and activities to be financed by the Grant (the Activities) are as follows: The purpose of the Grant is to assist in the preparation of a proposed Renewable Energy Development Project (the Project), the main objectives of which are (a) to initiate the process of elimination of barriers to the development of renewable energy in Cambodia, and (b) to realize the contribution that electricity access expansion can make towards rural transformation. The activities (the Activities) for which the Grant is given are as follows: Pipeline development for micro and small hydropower mini grids. Provision of technical advisory services: (a) to conduct a detailed pre-feasibility study of 5-10 sites, using the desk studies done by the Recipient’s Ministry of Industry, Mines and Energy (MIME) on potential sites for micro and mini hydropower plants; and (b) to provide an institutional analysis of the roles of different players, and identify the scope and conditions for a proposed International Development Association (IDA) credit. Market study. Development of a framework for market research for pipeline development of solar PV electricity investments and a controlled test-marketing, and establishment of a pipeline of at least three investment projects, involving community based solar electricity, to be implemented by the private sector. Development of framework for integration of renewable energy in regulation and agreements. Provision of technical advisory services to develop an integrated framework governing renewable energy and, in so doing, strengthen the policy and regulatory environment for independent renewable energy producers. Project preparation. Provision of technical advisory services to support preparation of the Project for submission to GEF Council and the Bank for approval, including: assistance in project design, preparation of project documents, catalyzing private sector interest, liaising with commercial banks and micro-finance institutions, conducting incremental cost analysis, and dissemination of core information through internet. 2. The Bank shall utilize the Grant to finance the following expenditures in connection with the services of individual consultants or any consulting firm engaged to assist in carrying out the Activities (the Consultants): (a) remuneration, per diem and other allowances; (b) travel expenses; and (c) out-of-pocket expenses, including communications and reports, incurred by the Consultants. 3. The Bank shall carry out the Activities on behalf of the Recipient. The Recipient shall cooperate with the Bank to the extent necessary to permit the Bank to carry out the Activities promptly and effectively and to evaluate the results of the Activities. The Recipient shall indemnify the Bank against any costs or liabilities incurred by the Bank as a result of claims against the Bank in connection with the Activities, except those resulting from the gross negligence or willful misconduct of its staff or external consultants. 4. It is expected that the Activities will be completed by December 31, 2001. After that date, the Bank may at any time cancel the remaining balance of the Grant. 5. The engagement and supervision of the consultants (the Consultants) required to assist in the carrying out of the Activities shall be the responsibility solely of the Bank and shall be done according to the Bank’s applicable procedures. 6. The Recipient shall be responsible for the payment of any taxes levied by, or in the territory of, Cambodia on the Consultants or any of the consultants’ personnel (other than nationals or permanent residents thereof) in connection with the Activities. Page 3 7. The Recipient may at any time request the Bank in writing to terminate the Activities. Whether or not the Recipient has made such a request, the Bank may at any time suspend or, after consultation with the Recipient, terminate the right of the Recipient to receive Grant funds for the Activities if any of the following events has occurred and is continuing: (a) the Recipient has failed to perform any of its obligations under this letter agreement: or (b) the right of the Recipient to make withdrawals under any development credit agreement with the International Development Association (IDA) shall have been suspended. 8. The Bank is not an agent of or trustee for the Recipient and shall not have any fiduciary relationship with the Recipient. The Recipient shall have no right to any portion of the Grant that is not expended by the Bank pursuant to this Agreement. Collaboration between the Recipient and the Bank 9. The Recipient shall make available to the Consultants, free of charge, such counterpart personnel to be selected by the Recipient, with the advice of the Bank and the Consultants as are set forth below. If any member of the counterpart personnel fails to perform adequately any work assigned to him by the Consultants that is consistent with the position occupied by such member, the Consultants may request the replacement of such member, and the Recipient shall not unreasonably refuse to act upon such request: 1. Senior small hydro power specialist 2. Rural electrification specialist 3. Senior specialist in electricity law and regulation 4. Senior renewable energy project coordinator 5. Senior project advisor 6. Senior project advisor 10. For the purposes of carrying out the Activities financed by the Grant, the Recipient shall make available to the Consultants, free of charge, the data, services, facilities and equipment set out below: - hydro potential feasibility studies, maps and databases - market surveys in the rural areas - list of consumers with existing solar project - latest versions of electricity law, regulations and agreements - latest versions of business and consumer protection laws. 11. The Recipient and the Bank shall, from time to time, at the request of either party, exchange views on the Activities, any reports prepared by the Consultants and the implementation of any recommendations or conclusions of those reports. The Bank may use any such reports for any purpose the Bank considers appropriate but such reports shall not be made public except by agreement between the Recipient and the Bank. Attachment Consultants' Services 1. Consultants' services shall be procured in accordance with the relevant provisions of Statement 15.00 of the Bank's Administrative Manual, dated November 2000 (the Administrative Manual), the Introduction and Section IV of the "Guidelines: Selection and Employment of Consultants by World Bank Borrowers" published by the Bank in January 1997 and revised in September 1997 and January 1999 (the Consultant Guidelines) and the following provisions of this Attachment. 2. Services for the Market study, Development of framework for integration of renewable energy in regulation and agreements and project preparation shall be procured under contracts awarded in accordance with the provisions, which are consistent with the provisions of the Administrative Manual, of paragraphs 3.1 and 3.7 of the Consultant Guidelines (Selection Based on Consultants' Qualifications). 3. Services for Pipeline development for micro and small hydropower mini grids may be procured on a single-source basis, as permitted under paragraphs 3.8 through 3.11 of the Consultant Guidelines. Page 4