OFFICIAL DOCUMENTS LOAN NUMBER 8784-PH Loan Agreement (Metro Manila Flood Management Project) between REPUBLIC OF THE PHILIPPINES and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated PF-eW,466-p /9 7 2017 LOAN AGREEMENT AGREEMENT dated as of the Signature Date, between REPUBLIC OF THE PHILIPPINES ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). WHEREAS (A)The Borrower has requested the support listed in (i) and (ii) immediately below to participate in the financing of its project referred to in this Agreement (and entitled "Metro Manila Flood Management Project - Phase I" by the Borrower and "Metro Manila Flood Management Project" by the Bank): (i) a loan from Asian Infrastructure Investment Bank in an amount equivalent to US$207,603,205; and (ii) a loan from the Bank in an amount of US$207,603,205. (B) The Borrower has committed to provide counterpart funding for such project in an amount equivalent to not less than US$84,793,590. NOW, THEREFORE, the Borrower and the Bank hereby agree as follows. ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this 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 General Conditions or in the Appendix to this Agreement. ARTICLE II - LOAN 2.01. The Bank agrees to lend to the Borrower the amount of two hundred and seven million six hundred and three thousand two hundred five Dollars ($207,603,205), as such amount may be converted from time to time through a Currency Conversion ("Loan"), to assist in financing the project described in Schedule 1 to this Agreement ("Project"). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Front-end Fee is equal to one quarter of one percent (0.25%) of the Loan amount. 2.04. The Commitment Charge is equal to one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. -2- 2.05. The interest rate is the Reference Rate plus the Variable Spread or such rate as may apply following a Conversion; subject to Section 3.02(e) of the General Conditions. 2.06. The Payment Dates are April 15 and October 15 in each year. 2.07. The principal amount of the Loan shall be repaid in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. ARTICLE III - PROJECT 3.01. The Borrower declares its commitment to the objectives of the Project. To this end, the Borrower shall carry out the Project in accordance with the provisions of Article V of the General Conditions and Schedule 2 to this Agreement, through: (a) DPWH, with respect to components 1 and 3 and sub-component 4(a) of the Project ("DPWH's Respective Parts of the Project"); and (b) MMDA, with respect to component 2 and sub-component 4(b) of the Project ("MMDA's Respective Parts of the Project"). ARTICLE IV - EFFECTIVENESS; TERMINATION 4.01. The Additional Condition of Effectiveness consists of the following, namely, that the Co-financing Agreement has been executed and delivered and all conditions precedent to its effectiveness or to the right of the Borrower to make withdrawals under it (other than the effectiveness of this Agreement) have been fulfilled. 4.02. The Effectiveness Deadline is the date ninety (90) days after the date of this Agreement. ARTICLE V - REPRESENTATIVE; ADDRESSES 5.01. The Borrower's Representative is its Secretary of Finance. 5.02. The Borrower's Address is: Department of Finance Department of Finance Building Bangko Sentral ng Pilipinas Complex Roxas Blvd. Manila, Philippines -3- Facsimile: (63-2) 523-9216 5.03. The Bank's Address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Telex: Facsimile: 248423(MCI) or 1-202-477-6391 64145(MCI) -4- AGREED at Manila, Republic of the Philippines, as of the day and year first above written. REPUBLIC OF THE PHILIPPINES By Authorized Reseative Name: CARLOS G. OOMINGUE2. Title: FIN ANCE' GcOETAZY INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By - Authorized Representative Name: ~~iA~ A~J,k Title: COCIA/75 -PWhkCM,0 -5- SCHEDULE 1 Project Description The objective of the Project is to improve flood management in selected areas of Metro Manila. The Project consists of the following parts: Component 1. Modernizing Drainage Areas Constructing new and modernizing existing pumping stations and appurtenant infrastructure and improving their associated waterways and draining channels and developing new channels when needed; developing asset management plans and operational manuals; providing additional tools and equipment for operation and maintenance; encouraging the processing of removed water hyacinth for community livelihood activities and production of biogas on a pilot basis; and increasing the water retention in drainage areas where feasible and necessary. Component 2. Minimizing Solid Waste in Waterways Improving solid waste management practices, by: (a) carrying out neighborhood-level activities, near the pumping stations and waterways and drainage channels targeted under Component 1 of the Project, through improved solid waste collection services, community mobilization and awareness creation, incentives based improved waste collection and reduced waste quantities at pumping stations with independently verified results, and neighborhood upgrading; and (b) carrying out metropolitan-wide activities for improved solid waste management, including a large-scale metro-wide information, education and communication campaign; the development and installation of an integrated management information system; and preparation of a solid waste master plan for Metro Manila. Component 3. Participatory Housing and Resettlement Carrying out a program of activities to: (a) resettle people away from the Technical Footprint of the Project by providing access to better housing and basic services and building stronger community organizations (including land acquisition, site development, housing construction, rental support for transition period as needed, livelihood assistance programs, and technical assistance and capacity building activities to strengthen the communities, LGUs and implementing agencies to implement resettlement programs); and -6- (b) assess the needs for and implement community development activities in selected sites where people have been resettled away from the Technical Footprint of the Project for carrying out the Project activities (such as community based infrastructure, community livelihood programs, local economic development, but expressly excluding land acquisition and housing construction). Component 4. Project Management and Coordination. Provision of support for the operation of: (a) the DPWH PMO; and (b) the MMDA PMO; with respect to the management and coordination of their Respective Parts of the Project, including in each case (i) payment of incremental operating costs; (ii) provision of office equipment and materials; (iii) provision of training and carrying out of knowledge sharing and peer-to-peer learning activities; (iv) provision of consultant services for engineering, communication, monitoring and evaluation for the Project, and design of activities for the implementation of the Program; (v) development and implementation of a communication strategy; and (vi) management of a grievance redress mechanism. -7- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements. The Borrower shall maintain the following implementation arrangements throughout the period of Project implementation, in each case with resources and staff which, in the views of the Bank, are in adequate numbers and each with satisfactory terms of reference, qualifications and experience: 1. Project Steering Committee and Technical Steering Committee (a) The Borrower has established a high-level steering committee ("PSC") and a technical level committee ("TSC"), which shall, in the case of the PSC, provide overall direction and strategic guidance to the PMOs and, in the case of the TSC, provide overall technical direction and guidance to the PMOs to resolve implementation issues outside of the control of the PMOs. (b) Without limitation to the generality of the foregoing provisions in paragraph (a) immediately above, the PSC and the TSC shall include senior personnel and representatives from MMDA, DPWH, DoF, NEDA, DILG, DENR, PAGASA, LLDA as well as, from a date no later than six (6) months after the Effective Date, NHA, SHFC, PCUP, HUDCC and DBM. 2. Project Management Offices (a) (i) The Borrower has established a Project management office under the flood control management cluster of DPWH ("DPWH PMO"); and (ii) the Borrower has established a Project management office in MMDA (the "MMDA PMO" and, collectively with the DPWH PMO, the "PMOs"). (b) Without limitation to the generality of the foregoing provisions in paragraph (a) immediately above, the PMOs shall be responsible for coordinating the overall planning, implementation and supervision of their Respective Parts of the Project, including central procurement and management of funds. (c) Without limitation to the generality of the foregoing provisions in paragraph (a) immediately above, each PMO shall maintain government staff and consultants as needed to ensure technical, safeguard, communications, fiduciary, and monitoring and evaluation capacity for its day to day operation. -8- 3. Project Component Implementation (a) Component 1 of the Project shall be implemented by DPWH, with the support of MMDA. (b) Component 2 of the Project shall be implemented by MMDA, in collaboration with LGUs and Barangays. (c) Component 3 of the Project shall be implemented by DPWH with support from NHA and SHFC based on a participatory approach and multi- stakeholder participation under the oversight of MMDA, DILG and HUDCC, in cooperation with CSOs, the relevant LGUs. The Borrower shall cause each participating LGU to establish a tri-partite housing and resettlement team (each a "Housing and Resettlement Team") to oversee and support the day to day implementation of resettlement activities. Each Housing and Resettlement Team shall include representatives from the relevant LGU offices, personnel from NHA or SHFC, as the case may be, and representatives from the CSO. (d) Component 4 of the Project shall be implemented by DPWH and MMDA with the support of consultants, as needed. B. Selection of Project Activities The method of selection of Project activities and their inclusion in the Project will be based on the eligibility criteria and the procedure for Bank's prior written confirmation described in the Project Operations Manual. C. Safeguards 1. The Borrower shall ensure that all terms of reference for any technical assistance or studies carried out under the Project are consistent with, and pay due attention to, the Bank Policies, as well as the Borrower's own laws relating to the environment and social aspects relevant to the Project. 2. The Borrower shall ensure that the Project shall be implemented in accordance with the guidelines, procedures, timetables and other specifications set forth in the Safeguard Documents. In particular, the Borrower shall ensure that: (a) for each activity under the Project of a type for which the Environmental and Social Management Framework provides that an Environmental and Social Assessment, an Environmental and Social Management Plan or an Environmental Code of Practice, as the case may be, should be prepared, such Environmental and Social Assessment, Environmental and Social Management Plan or Environmental Code of Practice, as the case may be, in form and substance satisfactory to the Bank, is effectively prepared and locally disclosed, before the implementation of such activity, in accordance with the provisions of the Environmental and Social Management Framework, and the relevant activity is implemented in accordance with its Environmental and Social Assessment, Environmental -9- and Social Management Plan or Environmental Code of Practice, as the case may be; and (b) for each activity under the Project of a type for which the Resettlement Policy Framework provides that a Resettlement Action Plan or a Due Diligence Report Action Plan, as the case may be, should be prepared, such Resettlement Action Plan or Due Diligence Report Action Plan, as the case may be, in form and substance satisfactory to the Bank, is effectively prepared and locally disclosed, before the implementation of such activity, in accordance with the provisions of the Resettlement Policy Framework, and the relevant activity is implemented in accordance with its Resettlement Action Plan or Due Diligence Report Action Plan, as the case may be. 3. The Borrower shall ensure that the land acquisition, site development and housing construction for the Project are financed exclusively out of its own or other resources, but expressly excluding proceeds of the Loan and, to this end, shall provide, promptly as needed, the resources required for all land acquisition required for the purpose of the Project. 4. Except as the Bank shall otherwise agree in writing and subject to compliance with applicable consultation and public disclosure requirements of the Bank, the Borrower shall not abrogate, amend, repeal, suspend or waive any provisions of any of the Safeguard Documents, nor shall it permit any entity participating in the implementation of the Project to do so. 5. Without limitation upon its other reporting obligations under this Agreement, the Borrower shall regularly collect, compile and submit to the Bank, on a semi-annual basis and promptly in a separate report whenever the circumstances warrant, reports on the status of compliance with the Safeguard Documents, giving details of: (a) measures taken in furtherance of the Safeguard Documents; (b) conditions, if any, which interfere or threaten to interfere with the smooth implementation of the Safeguard Documents; and (c) remedial measures taken or required to be taken to address such conditions. 6. The Borrower shall maintain and operate throughout the period of Project implementation, a grievance redress mechanism for the handling of any stakeholder complaints arising out of the implementation of the Project activities. The operation and procedures of such grievance redress mechanism shall be subject to guidelines agreed between the Borrower and the Bank. 7. If any provision of the Safeguard Documents shall conflict with any provision under this Agreement, the terms of this Agreement shall prevail. -10- D. Project Operations Manual 1. The Borrower shall, no later than three (3) months after the Effective Date, adopt the Project Operations Manual and ensure that it shall be at all time in form and substance acceptable to the Bank. The Project Operations Manual shall set forth: (a) (i) the detailed description of Project implementation activities, their sequencing and the prospective timetable and benchmarks in relation thereto; and (ii) the detailed institutional arrangements in respect thereto, including allocation of responsibilities, required staff and minimum qualifications thereof; (b) the eligibility criteria for the selection of pumping stations for modernization, new pumping stations construction sites and drainage areas serving the selected pumping stations under component 1 of the Project which shall include the following technical, economic and social criteria: (i) the severity of drainage problems in a specific drainage area; (ii) the severity of solid waste problems in a specific drainage area; (iii) the number of ISFs already resettled from the waterways for the purpose of modernizing said pumping station or of constructing this new pumping station; (iv) the capacity of the pump; and (v) the number of ISFs to be resettled to allow optimum operation and maintenance; (c) the procedure to obtain the Bank's prior written confirmation that an eligible pumping station may be, and from the date of such written confirmation will be, included in the Project. The Bank's confirmation will be based on its own assessment of the satisfaction of the eligibility criteria in a manner acceptable to the Bank as well as on the level of readiness of the proposed activities for implementation, including their technical viability and compliance with environmental and social safeguard requirements; (d) the administrative, accounting, auditing, internal control, asset management, reporting, financial, procurement and disbursement (flow of funds) procedures for the Project; which procedures shall be consistent with those included or referred to in this Agreement; (e) (i) the procedural steps for the updating of the Procurement Plan; and (ii) an outline of the mechanism for the settlement of procurement complaints and the disclosure of critical procurement information (website maintenance); (f) the guidelines for training and capacity building activities under the Project; and (g) the plan for monitoring and supervision of Project activities, including all technical, environmental and social aspects in relation thereto. - 11 - 2. (a) The Borrower shall ensure that the Project is carried out in accordance with the Project Operations Manual. (b) The Borrower shall obtain from the Bank written agreement prior to assigning, amending, abrogating, or waiving the Project Operations Manual, or any provision thereof, or permitting any entity participating in the implementation of the Project to do so. 3. In the event of any conflict between the provisions of the Project Operations Manual and those of this Agreement, the provisions of this Agreement shall prevail. E. Annual Work Plans and Budgets 1 . Each year, the Borrower shall prepare, or cause to be prepared, a draft annual work plan (including Training and Incremental Operating Costs) and budget (with a financial plan specifying all sources of financing including the Loan, the Co- financing and any other resources provided by the Borrower, if any, and cash flow and disbursement projections) for the Project (an "Annual Work Plan and Budget") for each subsequent year of Project implementation, of such scope and detail as the Bank shall have reasonably requested. 2. The Borrower shall furnish to the Bank, as soon as available, but in any case not later than November 15th of each year, a draft of the Annual Work Plan and Budget for the subsequent year for the Bank's agreement, prior to its finalization by the Borrower; except for the Annual Work Plan and Budget for the Project for the first year of Project implementation which shall be furnished to the Bank no later than three (3) months after the Effective Date. 3. Training shall be carried out based on Annual Work Plans and Budgets, which shall, inter alia, identify: (a) particulars of the training envisaged; (b) the personnel to be trained; (c) the selection method of the institution or individuals conducting such training; (d) the institution conducting such training if identified; (e) the purpose and justification for such training; (f) the location and duration of the proposed training; and (g) the estimate of the cost of such training. 4. The Borrower shall ensure that the Project is carried out in accordance with the Annual Work Plans and Budgets. Only those activities included in the relevant Annual Work Plan and Budget approved by the Bank shall be eligible for a Bank financing from the proceeds of the Loan. 5. Annual Work Plans and Budgets may be revised as needed during Project implementation subject to the Bank's prior approval. - 12 - Section H. Project Monitoring Reporting and Evaluation A. Project Reports 1. The Borrower shall furnish to the Bank each Project Report not later than forty- five (45) days after the end of each calendar semester, covering the calendar semester. 2. The Borrower shall carry out jointly with the Bank, not later than thirty-six (36) months after the Effective Date, or such other period as may be agreed with the Bank, a mid-term review of the Project to assess the status of Project implementation, and compliance with the legal covenants included or referred to in this Agreement. To this end the Borrower shall: (a) prepare and furnish to the Bank, at least one (1) month before such review, a report, in scope and detail satisfactory to the Bank and integrating the results of the monitoring and evaluation activities, on the progress achieved in the carrying out of the Project during the period preceding the date of such report and setting out the measures recommended to ensure the efficient carrying out of the Project and the achievement of the objective thereof during the period following such date; and (b) review jointly with the Bank the report referred to in the preceding paragraph and thereafter take all measures required to ensure the efficient completion of the Project and the achievement of the objective thereof, based on the conclusions and recommendations of such report and the Bank's views on the matter. Section HI. Withdrawal of Loan Proceeds 1 . Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Borrower may withdraw the proceeds of the Loan to finance the categories Eligible Expenditures, the Front-end Fee, and the Interest Rate Cap or Interest Rate Collar premium in the amount allocated and up to the percentage set forth in the following table: - 13 - Percentage of Amount of the Loan Expenditures to be Allocated financed Category (expressed in USD) (inclusive of Taxes) (1) Goods, works, non- 182,334,197 100% of the share of the consulting services, and Bank's financing reflected consultants' services, in the relevant Annual including Incremental Work Plan and Budget Operating Costs and approved by the Bank Training, for DPWH's Respective Part of the Project (including Resettlement Compensation) (2) Goods, works, non- 24,750,000 100% of the share of the consulting services, and Bank's financing reflected consultants' services, in the relevant Annual including Incremental Work Plan and Budget Operating Costs and approved by the Bank Training, for MMDA's Respective Part of the Project (3) Front-end Fee 519,008 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 3.01(a) of the General Conditions (4) Interest Rate Cap or 0 Amount due pursuant to Interest Rate Collar Section 4.05 of the General premium Conditions TOTAL AMOUNT 207,603,205 2. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made for payments made prior to the date of this Agreement, except that withdrawals up to an aggregate amount not to exceed one million Dollars ($1,000,000) may be made for payments made prior to this date but on or after August 1, 2017, for Eligible Expenditures. 3. The Closing Date is November 30, 2024. - 14 - SCHEDULE 3 Commitment-Linked Amortization Repayment Schedule The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share"). Level Principal Repayments Principal Payment Date Installment Share On each April 15 and October 15 Beginning October 15, 2031 through October 15, 2041 4.55% On April 15, 2042 4.45% - 15 - APPENDIX Section I. Definitions 1. "Anti-Corruption Guidelines" means for purpose of Section 5.14 of and paragraph 5 of the Appendix to the General Conditions, 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." 2. "Annual Work Plans and Budgets" means the annual work plans and budgets (including related cash forecasts) for the implementation of the Project, referred to in Section I.E. 1 of Schedule 2 to this Agreement. 3. "Bank Policies" means, to the extent that they are applicable to the Project activities, the operational policies and procedures OP/BP 4.01 (Environmental Assessment), OP/BP 4.04 (Natural Habitats), OP/BP 4.07. (Water Resources Management), OP/BP 4.09 (Pest Management), OP/BP 4.10 (Indigenous Peoples), OP/BP 4.11 (Physical Cultural Resources), OP/BP 4.12 (Involuntary Resettlement), OP/BP 4.36 (Forests), and OP/BP 4.37 (Safety of Dams) contained in the Bank's Operational Manual which can be found on the Bank's website at www.worldbank.org. 4. "Barangay" means a village-level administrative government unit of the Borrower. 5. "Category" means a category set forth in the table in Section III of Schedule 2 to this Agreement. 6. "CoA" means the Borrower's Commission on Audit (Komisyon ng Pagsusuri) established by the Borrower's constitution dated October 12, 1986 and ratified on February 2, 1987. 7. "Co-financier" means Asian Infrastructure Investment Bank. 8. "Co-financing" means, for purposes of paragraph 16 of the Appendix to the General Conditions, an amount of US$207,603,205 to be provided by the Co- financier to assist in financing the Project. 9. "Co-financing Agreement" means the agreement to be entered into between the Borrower and the Co-financier providing for the Co-financing. 10. "CSO" means civil society organization. 11. "DBM" means the Borrower's Department of Budget and Management, or any successor thereto. 12. "DENR" means the Borrower's Department of Environment and Natural Resources, or any successor thereto. 13. "DILG" means the Borrower's Department of Interior and Local Government, or any successor thereto. - 16- 14. "Displaced Persons" means persons who, on account of the execution of the Project, have experienced or would experience direct economic and social impacts caused by Involuntary Resettlement. 15. "DPWH" means the Borrower's Department of Public Works and Highways, or any successor thereto. 16. "DPWH PMO" means the Unified Project Management Office - Flood Control Management Cluster established by the Borrower under the DPWH by DPWH Department Order no. 30, series of 2014, dated March 11, 2014 and governed by DPWH Department Order no. 87, dated April 22, 2016, which will be used for the coordination and implementation of DPWH's Respective Parts of the Project, and referred to, inter alia, in Section I.A.2 of Schedule 2 to this Agreement. 17. "DoF" means the Borrower's Department of Finance, or any successor thereto. 18. "Due Diligence Report Action Plan" means, as the case may be, the Borrower's document entitled "Due Diligence Report (DDR) for Balut, Labasan, and Tripa de Galina Pumping Stations and Drainage Areas" and dated May 1, 2017, or the Borrower's document entitled "Metro Manila Flood Management Project Due Diligence Review Paco Pumping Station Rehabilitation Sub-Project" and dated May 1, 2017, or with respect to any other pumping station and its associated drainage system selected for the implementation of sub-component 1(a) or 1 (b)(i) of the Project (in each case, an "Activity"), the due diligence report action plan which may be prepared by the Borrower for the Project in accordance with the provisions of the Resettlement Policy Framework, (i) identifying the gaps in the benefits received by people resettled away from the Technical Footprint of the Project for the purpose of said Activity between those resettled before the date of this Agreement and those resettled after the date of this Agreement; and (ii) providing for specific community development activities to be carried out in the location where said people have been resettled. 19. "Environmental and Social Assessment" means an environmental and social assessment which may be prepared by the Borrower in accordance with the provisions of the Environmental and Social Management Framework, if any, and such term includes any annexes, appendices, or schedules to such assessment. 20. "Environmental and Social Management Framework" means the Borrower's document entitled "Environmental and Social Management Framework (ESMF), Project Name" Metro Manila Flood Management Project" dated May 1, 2017, which sets forth, inter alia, baseline conditions, impact assessment and mitigation measures mitigation for the Project, and such term includes any annexes, appendices, or schedules to such framework. 21. "Environmental and Social Management Plan" means a plan which may be prepared by the Borrower in accordance with the provisions of the Environmental and Social Management Framework, if any, and such term includes any annexes, appendices, or schedules to such plan. - 17- 22. "Environmental Code of Practice" means an environmental code of practice which may be prepared by the Borrower in accordance with the provisions of the Environmental and Social Management Framework, if any, and such term includes any annexes, appendices, or schedules to such assessment. 23. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for IBRD Financing, Investment Project Financing", dated July 14, 2017, with the modifications set forth in Section II of this Appendix. 24. "Housing and Resettlement Team" means a team established in accordance with and for the purpose referred to in Section I.A.3(c) of Schedule 2 to this Agreement. 25. "HUDCC" means the Borrower's Housing and Urban Development Coordinating Council. 26. "Incremental Operating Cost" means the incremental operating costs of the Project incurred by the Borrower for purposes of Project management, implementation, and monitoring and evaluation on account of office supplies and consumables, utilities, bank charges, communications, mass media and printing services, vehicle rental, operation, maintenance, and insurance, office space rental, building and equipment maintenance, domestic and international travel, lodging, and subsistence allowances, and salaries and salary supplements of contractual and temporary staff, but excluding salaries, salary supplements and overheads of members of the Borrower's civil service. 27. "Involuntary Resettlement" means the following caused on account of Project implementation: (a) the involuntary taking of land, resulting in (i) relocation or loss of shelter; (ii) loss of assets or access to assets; or (iii) loss of income sources or means of livelihood, whether or not the affected person must move to another location; or (b) the involuntary restriction of access to legally designated parks and protected areas resulting in adverse impacts on the livelihood of the affected person. 28. "ISF" means informal settler families. 29. "LGU" means a local government unit. 30. "LLDA" means Laguna Lake Development Authority, or any successor thereto. 31. "Metro Manila" means Metropolitan Manila, a special development and administrative region comprising the cities of Caloocan, Manila, Mandaluyong, Makati, Pasay, Pasig, Quezon, Muntinlupa, Las Pinas, Malabon, Marikina, Navotas, Paranaque, San Juan, Taguig, and Valenzuela, and the municipality of Pateros. 32. "MMDA" means Metro Manila Development Authority, the Borrower's agency established by the Republic Act no. 7924 dated March 1, 1995, an Act creating the Metropolitan Manila Development Authority, defining its powers and function, providing funds therefore and other purposes. - 18 - 33. "MMDA PMO" means the Project Management Office established by the Borrower under the Office of the Chairman of MMDA for the coordination and implementation of MMDA's Respective Parts of the Project by Special Order no. 428 dated August 16, 2017, and referred to, inter alia, in Section I.A.2 of Schedule 2 to this Agreement. 34. "NEDA" means the Borrower's National Economic and Development Authority, the independent cabinet-level agency of the Borrower's government responsible for economic development and planning. 35. "NCR" means the Borrower's National Capital Region. 36. "NHA" means the Borrower's National Housing Authority, or any other shelter association substituted to NHA for the implementation of the Project with respect to which the Bank has confirmed that it is acceptable to the Bank. 37. "PAGASA" means Philippine Atmospheric Geophysical and Astronomical Services Administration, or any successor thereto. 38. "PCUP" means the Presidential Commission for the Urban Poor, the Borrower's entity for government oversight for urban poor's concerns. 39. "Program" means the Flood Master Plan for Metro Manila and Surrounding Areas, approved by the National Economic Development Authority Board on September 4, 2012, which proposes a set of priority structural and non-structural measures to provide sustainable flood management. 40. "Project Implementing Entity" means MMDA. 41. "Project Implementing Entity's Legislation" means the Executive Order No. 124, dated January 30, 1987 and the Republic Act no. 7924 dated March 1, 1995 as amended until the date of this Agreement. 42. "Project Implementing Entity's Respective Part of the Project" means the set of Project activities collectively referred to as the Project Implementing Entity's Respective Part of the Project in Section 3.01(b) of this Agreement. 43. "Project Management Offices" or "PMOs" means, collectively, the MMDA PMO and the DPWH PMO. 44. "Project Operations Manual" means the manual (including an implementation plan) to be adopted by the Borrower in accordance with the provisions of Section I.D of Schedule 2 to this Agreement. 45. "Project Steering Committee" or "PSC" means the inter-agency steering committee established by the Borrower for the overall management and coordination of the Program by Special Order no. 63, dated March 21, 2011, and referred to in Section I.A. 1 of Schedule 2 to this Agreement. 46. "Respective Parts of the Project" means, when referring to: - 19- (a) DPWH's Respective Parts of the Project: components 1 and 3 and sub- component 4(a) of the Project; (b) MMDA's Respective Parts of the Project: component 2 and sub- component 4(b) of the Project. 47. "Resettlement Action Plan" means, as the case may be, the Borrower's document entitled "Metro Manila Flood Management Project Resettlement Action Plan Vitas Pumping Station Rehabilitation Sub-Project: and dated May 1, 2017, or any resettlement action plan which may be prepared by the Borrower for the Project in accordance with the provisions of the Resettlement Policy Framework, identifying Displaced Persons on account of implementation of Project activities, and setting forth the terms and conditions for providing them with resettlement assistance and/or compensation, as well as the procedures to be applied in the identification, assessment and mitigation of potential Project related social impacts, including the protocols for consultation, the processing of complaints and grievance redress, monitoring and reporting requirements, and the Displaced Persons' entitlement schedules; as such plan may be revised, updated or supplemented from time to time, but exclusively in accordance with Section I.C.6 of Schedule 2 to this Agreement. 48. "Resettlement Compensation" means the activities financed under Component 3(a) of the Project, including rental support for transition period as needed, livelihood assistance programs and technical assistance and capacity building activities to strengthen the communities, LGUs and implementing agencies to implement resettlement programs, but expressly excluding land acquisition, site development and housing construction. 49. "Resettlement Policy Framework" means the Borrower's document entitled "Resettlement Policy Framework (RPF), Project Name: Metro Manila Flood Management Project" dated May 1 2017, containing guidelines, procedures, timetables and other specifications for the provision of compensation, rehabilitation and resettlement assistance to Displaced Persons, as the same may be amended from time to time, but exclusively in accordance with Section I.C.6 of Schedule 2 to this Agreement. 50. "Safeguards Documents" means, collectively, the Environmental and Social Management Framework as well as the Environmental and Social Assessments, the Environmental and Social Management Plans and the Environmental Codes of Practice prepared in accordance with the provisions of the Environmental and Social Management Framework, if any, the Resettlement Policy Framework as well as the Resettlement Action Plans and the Due Diligence Reports and Action Plans prepared in accordance with the provisions of the Resettlement Policy Framework, if any. 51. "SHFC" means the Borrower's Social Housing Finance Corporation, or any other shelter association substituted to SHFC for the implementation of the Project with respect to which the Bank has confirmed that it is acceptable to the Bank. - 20 - 52. "Signature Date" means the latest of the two dates on which the Borrower and the Bank signed this Agreement and such definition applied to all references to "the date of the Loan Agreement" in the General Conditions. 53. "Technical Footprint of the Project" means the area around the pumping stations to be constructed or modernized under Component 1 of the Project and their associated drainage systems, whose construction or proper operation and maintenance would be adversely affected by the presence of settlers. 54. "Technical Steering Committee" or "TSC" means the technical working group established by the Borrower by Special Order no. 63, dated March 21, 2011 and referred to in Section I.A. 1 of Schedule 2 to this Agreement. 55. "Training" means the reasonable cost of trainings, seminars and workshops, conferences and study tours, including: (i) the fees of training institutions and courses; (ii) travel costs, lodging costs, and subsistence/per diem allowances both for trainers and trainees; (iii) the rental of training facilities; and (iv) preparation, purchase or reproduction of training materials. Section H. Modifications to the General Conditions The General Conditions are hereby modified as follows: 1. In the Table of Contents, the references to Sections, Section names and Section numbers are modified to reflect the modifications set forth in the paragraphs below. 2. Section 5.13. (Procurement) is modified to read as follows: "Section 5.13. Procurement (a) General A. Goods, Works and Non-consulting Services. All goods, works and non- consulting services required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the requirements set forth or referred to in Section I of the Procurement Guidelines, and with the provisions of this Section. B. Consultants' Services. All consultants' services required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the requirements set forth or referred to in Sections I and IV of the Consultant Guidelines and with the provisions of this Section. C. Definitions. The capitalized terms used below in this Section to describe particular procurement methods or methods of review by the 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. (b) Particular Methods of Procurement of Goods, Works and Non-consulting Services -21 - A. International Competitive Bidding. Except as otherwise provided in paragraph 2 below, goods, works and non-consulting services shall be procured under contracts awarded on the basis of International Competitive Bidding. B. Other Methods of Procurement of Goods, Works and Non-consulting Services. The following methods, other than International Competitive Bidding, may be used for procurement of goods, works and non-consulting services for those contracts specified in the Procurement Plan: (a) Limited International Bidding; (b) National Competitive Bidding, subject to the additional provisions listed in Section III of the Appendix to this Agreement; (c) Shopping; and (d) Direct Contracting. (c) Particular Methods of Procurement of Consultants' Services A. Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2 below, consultants' services shall be procured under contracts awarded on the basis of Quality and Cost-based Selection. B. Other Methods of Procurement of Consultants' Services. The following methods, other than Quality and Cost-based Selection, may be used for procurement of consultants' services for those contracts which are specified in the Procurement Plan: (a) Quality-based Selection; (b) Selection based on Consultants' Qualifications; (c) Least-Cost Selection; (d) Single-source Selection of consulting firms; (e) Procedures set forth in paragraphs 5.2 and 5.3 of the Consultant Guidelines for the Selection of Individual Consultants; and (f) Single- source procedures for the Selection of Individual Consultants. (d) Review by the Bank of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Bank's Prior Review. All other contracts shall be subject to Post Review by the Bank." 3. In the Appendix, Definitions, paragraph 5 is amended to read as follows: "5. "Anti-Corruption Guidelines" means 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. In the Appendix, Definitions, paragraph 5 is amended to read as follows: "88. "Procurement Plan" means the Borrower's procurement plan for the Project, dated August 24, 2017 and referred to in paragraph 1.18 of the Procurement Guidelines and paragraph 1.25 of the Consultant Guidelines, as the same shall be updated from time to time in accordance with the provisions of said paragraphs." 5. In the Appendix, Definitions, paragraph 87 (Procurement Regulations) is deleted in its entirety. The following two new paragraphs are inserted in the alphabetical order and all subsequent paragraphs are renumbered accordingly: - 22 - "20. "Consultant Guidelines" means the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 (revised July 2014)." "87. "Procurement Guidelines" means 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 (revised July 2014)." 6. In the Appendix, Definitions, paragraph 88 (as renumbered) (Procurement Regulations) is deleted in its entirety. Section HI. National Competitive Bidding; Additional Provisions The following provisions shall apply to the procurement of goods, works and non- consulting services under National Competitive Bidding procedures: (a) eligibility screening shall not be applied, provided however that bids that do not contain any of the following documents shall not pass the documentary compliance check: (i) evidence of the required financial, technical or production capability; (ii) audited financial statements; (iii) credit line or cash deposit certificate; (iv) bid security; and (v) authority of the bid signatory; (b) a ceiling may be applied to bid prices provided the following conditions are met: (i) bidding documents are obtainable free of charge on a freely accessible website; (ii) the agency has procedures in place to ensure that the Approved Budget for Contract (ABC) is based on Engineer's Estimate; (iii) the agency has trained cost estimators on estimating prices and analyzing bid variance; and (iv) the agency has established a system to monitor and report bid prices relative to ABC and Engineer's Estimate; - 23 - (c) domestic or regional preferences shall not be applied in the evaluation of bids, and other preference in effect in the Philippines shall not be used except with prior concurrence of the Bank; (d) foreign suppliers and contractors shall be allowed to participate, if interested, without first being required to associate with, or enter into joint venture, with local firms, and foreign bidders shall be allowed to bid, even without registration, licensing, and other government authorizations, leaving these requirements for after award and before signing of contract; (e) alternative procurement methods defined in the implementing rules and regulations such as Limited Source Bidding, Direct Contracting and Shopping as acceptable, and the use of the other alternative methods shall require prior Bank concurrence; and (f) the e-bulletin board, e-catalogue of prices, subscriber's registry and e- payments features of the Recipient's government electronic procurement system (PhilGEPS) may be used with prior Bank concurrence as described in the PIP.