.* OFFICIAL DOCUMENTS LOAN NUMBER 8865-CN Project Agreement (Hezhou Urban Water Infrastructure and Environment Improvement Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and GUANGXI ZHUANG AUTONOMOUS REGION PROJECT AGREEMENT AGREEMENT between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank") and GUANGXI ZHUANG AUTONOMOUS REGION ("Project Implementing Entity") ("Project Agreement") in connection with the Loan Agreement ("Loan Agreement") of the Signature Date between PEOPLE'S REPUBLIC OF CHINA ("Borrower") and the Bank. The Bank 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 Loan 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 Loan Agreement or the General Conditions. ARTICLE II - PROJECT 2.01. The Project Implementing Entity declares its commitment to the objectives of the Project. To this end, the Project Implementing Entity shall carry out - and cause Hezhou Municipality to carry out - 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 the Project. ARTICLE III - REPRESENTATIVE; ADDRESSES 3.01. The Project Implementing Entity's Representative is its Chairman, Vice-Chairman or such other person as said Chairman or Vice-Chairman shall designate in writing, and the Project Implementing Entity shall furnish to the Bank sufficient evidence of the authority and the authenticated specimen signature of each such person. 3.02. For purposes of Section 10.01 of the General Conditions: (a) the Bank's address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and -2- (b) the Bank's Electronic Address is: Telex: Facsimile: 248423(MCI) or 1-202-477-6391 64145(MCI) 3.03. For purposes of Section 10.01 of the General Conditions: (a) the Project Implementing Entity's address is: Government of Guangxi Zhuang Autonomous Region No. 2 Minsheng Road Nanning City Guangxi Zhuang Autonomous Region People's Republic of China; and (b) the Project Implementing Entity's Electronic Address is: Facsimile: (86-771) 5311214 -3- AGREED, as of the latest of the two dates written below. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Authorized Representative Name: / Title: 4 r - Date: GUANGXI G AUTONOMOUS REGION By uthorized e psentative Name: 0A Title: '" /o Date: -4- SCHEDULE Execution of the Project Section I. Implementation Arrangements A. Institutional Arrangements 1. In order to ensure the proper carrying out of the Project, the Project Implementing Entity - through Hezhou Municipality - shall maintain throughout the period of implementation of the Project the following groups and offices with membership, terms of reference, staffing and other resources acceptable to the Bank: (a) a Project Leading Group chaired by the Mayor of Hezhou Municipality and responsible for, inter alia, strategic guidance and oversight of the Project; (b) the Project Management Office (PMO) within Hezhou Municipality responsible for overall coordination management, and monitoring of the Project; and (c) a Project Implementation Unit within each of HMWRB, HMEAB and HMEPB, comprising officials and technical staff from the said relevant Hezhou municipal bodies, and responsible for, inter alia, managing day to day Project implementation in the respective municipal body. 2. Throughout the implementation of the Project, the Project Implementing Entity, through Hezhou Municipality, shall carry out the Project in accordance with the Project Operations Manual in a timely and efficient manner acceptable to the Bank. The Project Implementing Entity shall not amend, suspend, or waive said Project Operations Manual or any provision or schedule thereof, without the prior written agreement of the Bank. In the event of any inconsistency between the provisions of the Project Operations Manual and those of this Agreement or the Loan Agreement, the provisions of this Agreement and the Loan Agreement shall prevail. 3. The Project Implementing Entity, through Hezhou Municipality, shall: (a) prepare a draft annual work plan and budget summarizing the Project activities proposed to be undertaken in the following calendar year and the related proposed budget including the amount of counterpart funds to be made available for such purposes; (b) furnish to the Bank - for its review and comments - the said annual work plan and budget by October 31 in each year, beginning in calendar year 2019; (c) taking into account the Bank's comments, finalize and furnish to the Bank - no later than December 31 in each year beginning in calendar year 2019 - the annual work plan and budget acceptable to the Bank (Annual Work Plan); and (d) thereafter ensure the implementation of the Project during the following calendar year in accordance -5- with the Annual Work Plan agreed with the Bank and in a manner acceptable to the Bank. The Project Implementing Entity shall not amend, suspend, abrogate, or waive said Annual Work Plans or any provision thereof without the prior written agreement of the Bank. B. Safeguards 1 . In carrying out the Project, the Project Implementing Entity, through Hezhou Municipality, shall: (a) take all necessary actions to minimize to the extent possible any involuntary loss by persons of shelter, productive assets or access to productive assets or income or means of livelihood, temporarily or permanently, and the displacement of said people in the carrying out of the Project or any part thereof; (b) where the acquisition of land or assets or the displacement of people is unavoidable, before initiating the implementation of any works which would result in such acquisition or displacement, make available to such people compensation and, as applicable, relocate and rehabilitate the Affected Persons in accordance with the Resettlement Action Plan(s) and in a manner acceptable to the Bank; and (c) whenever required in terms of the RPF, proceed to have an additional RAP or RAPs: (i) prepared in form and substance acceptable to the Bank; (ii) except as otherwise agreed with the Bank, submitted to the Bank for review and approval; (iii) thereafter, adopted and publicly disclosed; and (iv) thereafter, to implement, or cause to be implemented, such additional RAP or RAPs in accordance with their terms and in a manner acceptable to the Bank. 2. The Project Implementing Entity, through Hezhou Municipality, shall implement the Safeguards Instruments in a manner and substance acceptable to the Bank. Without limitation on the foregoing, the Project Implementing Entity shall ensure, and shall cause Hezhou Municipality to ensure, that each contract for works under the Project includes the obligations of the work contractors and any sub-contractor to comply with the relevant provisions of the applicable Safeguards Instrument(s), as the case may be. 3. The Project Implementing Entity, through Hezhou Municipality, shall ensure that all studies and technical assistance to be supported under the Project are carried out under terms of reference acceptable to the Bank, and that such terms of reference are consistent with, and pay due attention to, the Bank's Safeguards Policies. -6- 4. The Project Implementing Entity shall not amend, suspend, or waive the Safeguards Instruments, or any provision thereof, without the prior written concurrence of the Bank. 5. The Project Implementing Entity, through Hezhou Municipality, shall: (a) engage and retain the services of independent consultants to carry out external monitoring and reporting, on a semi-annual basis, under terms of reference acceptable to the Bank, of compliance with the implementation of the Safeguard Instruments; and (b) implement the recommended measures in a prompt and efficient manner acceptable to the Bank, in order to improve compliance with the Safeguard Instruments. 6. The Project Implementing Entity, through Hezhou Municipality, shall maintain policies and procedures adequate to enable them to monitor and evaluate the implementation of the Safeguards Instruments and achievement of these instruments and, to this end, engage experienced and qualified independent monitoring consultants acceptable to the Bank. 7. Without limitation to the provisions of paragraphs 1 through 5 of this Section I.B, or the provisions of Section II.A below, the Project Implementing Entity, through Hezhou Municipality, shall take all measures necessary on their part to regularly collect, compile and submit to the Bank, as part of the Project Reports, information on the status of compliance with the Safeguards Instruments, giving details of: (a) measures taken in furtherance thereof, (b) conditions, if any, which interfere or threaten to interfere with the smooth implementation thereof; and (c) remedial measures taken or required to be taken to address such conditions. 8. In the event of any inconsistency between the provisions of the Safeguards Instruments and the provisions of this Agreement or the Loan Agreement, the provisions of this Agreement and the Loan Agreement shall prevail. C. Dam Safety 1. The Project Implementing Entity, through Hezhou Municipality, shall: (a) no later than September 30, 2018 establish and thereafter maintain the Dam Safety Panel under terms of reference, including a time-table and adequate budget for its activities, acceptable to the Bank to, inter alia, inspect and evaluate the safety status of Upstream and Downstream Dams and recommend any needed remedial work or safety related measures to upgrade the dam(s) to an acceptable standard of safety; and (b) cause the Dam Safety Panel to: (i) carry out its function as set -7- out in its terms of reference; and (ii) provide to the Bank and Project Implementing Entity, no later than October 31 in each year, beginning on October 31, 2019, annual reports of its findings and recommendations for any safety related measures. 2. The Project Implementing Entity, through Hezhou Municipality, shall no later than November 30 in each year, beginning on November 30, 2019, furnish to the Bank an annual dam safety action plan for the Upstream and Downstream Dams for the following year, and shall implement said plan in a manner acceptable to the Bank. Section H. Project Monitorin2, Reporting and Evaluation A. The Project Implementing Entity, through Hezhou Municipality, shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 5.08 (b) of the General Conditions and on the basis of indicators acceptable to the Bank. Each such Project Report shall cover the period of one calendar semester, and shall be furnished to the Borrower not later than sixty (60) days after the end of the period covered by such report. B. Without limitation to the provisions of paragraph II.A above, the Project Implementing Entity shall: (a) prepare, under terms of reference acceptable to the Bank, and furnish to the Bank no later than October 31, 2021 a consolidated mid- term review report for the Project, summarizing the results of the monitoring and evaluation activities carried out from the inception of the Project, and setting out the measures recommended to ensure the efficient completion of the Project and to further the objectives thereof; and (b) review with the Bank the mid-term report, on or about the date one month after its submission, and thereafter take all measures required to ensure the continued efficient implementation of the Project and the achievement of its objectives, based on the conclusions and recommendations of the said report and the Bank's views on the matter. C. The Project Implementing Entity shall, no later than four months after the Closing Date, provide to the Borrower and the Bank, for incorporation in the report referred to in Section 5.08 (c) of the General Conditions all such information as the Borrower or the Bank shall reasonably request for the purposes of that Section. Section I. Other Undertakin2s A. Jiangnan Sewage Treatment Plant 1 . Upon completion of the construction of the Jiangnan sewage treatment plant, under Part 2(d) of the Project, the Project Implementing Entity, through Hezhou Municipality, shall enter into an agreement with a qualified service provider to operate such plant, under terms and conditions acceptable to the Bank. -8- 2. The Project Implementing Entity, through Hezhou Municipality, shall exercise its rights under the agreement referred to in Section III.A. 1 above in such manner as to protect the interests of the Borrower and the Bank, and to accomplish the purposes of the Loan, and except as the Bank shall otherwise agree, not assign, amend, abrogate or waive the agreement referred to herein or any provision thereof. 3. Without limitation to the provisions of Section 5.03 of the General Conditions, the Project Implementing Entity shall cause Hezhou Municipality to provide, promptly as needed, the funds required to subsidize the operation and maintenance costs of the Jiangnan sewage treatment plant (including the fees of the service provider), should revenues from associated water tariffs be inadequate for this purpose.