CREDIT NUMBER 5374-MG Financing Agreement (Emergency Food Security and Social Protection Project) between REPUBLIC OF MADAGASCAR and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated fi c0 , 2014 CREDIT NUMBER 5374-MG FINANCING AGREEMENT AGREEMENT dated Ac 9'T , 2014, entered into between the REPUBLIC OF MADAGASCAR ("Recipient") and INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association"). The Recipient and the Association hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) constitute an integral 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 - FINANCING 2.01. The Association agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a credit in an amount equivalent to forty-two million three hundred thousand Special Drawing Rights (SDR 42,300,000) (variously, "Credit" and "Financing"), to assist in financing the project described in Schedule 1 to this Agreement ("Project"). 2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section IV of Schedule 2 to this Agreement. 2.03. The Maximum Commitment Charge Rate payable by the Recipient on the Unwithdrawn Financing Balance shall be one-half of one percent (1/2 of 1%) per annum. 2.04. The Service Charge payable by the Recipient on the Withdrawn Credit Balance shall be equal to three-fourths of one percent (3/4 of 1%) per annum. 2.05. The Payment Dates are April 15 and October 15 in each year. 2.06. The principal amount of the Credit shall be repaid in accordance with the repayment schedule set forth in Schedule 3 to this Agreement. 2.07. The Payment Currency is the Dollar. -2- ARTICLE III - PROJECT 3.01. The Recipient declares its commitment to the objective of the Project. To this end, the Recipient shall carry out Parts A (except A.2(a)), C (if activities relate to the agricultural sector), D.1(a) and D.2 of the Project through PN-BVPI, and cause Parts A.2(a), B, C (if activities relate to the social protection sector) and D(b) of the Project to be carried out by the Project Implementing Entity in accordance with the provisions of Article IV of the General Conditions. 3.02. Without limitation upon the provisions of Section 3.01 of this Agreement, and except as the Recipient and the Association shall otherwise agree, the Recipient shall ensure that the Project is carried out in accordance with the provisions of Schedule 2 to this Agreement. ARTICLE IV - REMEDIES OF THE ASSOCIATION 4.01. The Additional Event of Suspension consists of the following, namely, that the Project Implementing Entity's Legislation has been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of the Project Implementing Entity to perform any of its obligations in or related to the Project implementation, supervision, monitoring and reporting. 4.02. The Additional Event of Acceleration consists of the following, namely that the event specified in Section 4.01 of this Agreement occurs. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Additional Conditions of Effectiveness consist of the following: (a) The Subsidiary Agreement has been executed on behalf of the Recipient and the Project Implementing Entity. (b) The Recipient has recruited the following staff to work at least part-time for the Project and be assigned to PN-BVPI, each on the basis of terms of reference, qualifications and experience satisfactory to the Association and in accordance with the provisions of Section III of Schedule 2 to this Agreement: eight (8) technical assistants for operations, eight (8) financial management specialists, eight (8) procurement specialists, nine (9) rural infrastructure specialists, nine (9) agronomists, eight (8) sociologists, nine (9) environmental and social specialists, and one (1) land tenure specialist. (c) The Recipient has established the Project Secretariat in accordance with Section I.A.2 of Schedule 2 to this Agreement. -3- 5.02. The Additional Legal Matter consists of the following, namely, that the Subsidiary Agreement has been duly authorized or ratified by the Recipient and the Project Implementing Entity and is legally binding upon the Recipient and the Project Implementing Entity in accordance with its terms. 5.03. The Effectiveness Deadline is the date ninety (90) days after the date of this Agreement. 5.04. For purposes of Section 8.05 (b) of the General Conditions, the date on which the obligations of the Recipient under this Agreement (other than those providing for payment obligations) shall terminate is twenty years after the date of this Agreement. ARTICLE VI- REPRESENTATIVE; ADDRESSES 6.01. The Recipient's Representative is the Recipient's minister responsible for finance. 6.02. The Recipient's Address is: Ministry of Finance and Budget B.P. 61 Antananarivo 101 Madagascar Cable address: Facsimile: MFB (261) 20 22 34530 Antananarivo 6.03. The Association's Address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable: Telex: Facsimile: INDEVAS 248423 (MCI) 1-202-477-6391 Washington, D.C. -4- AGREED at ___________t__ _ , ct 20/1 ,asofthe day and year first above written. REPUBLIC OF MADAGASCAR S FINA Le in' re By b a Budget Authorized Representative RE laina RASOLOELISON ( INTERNATIONAL DEVELOPMENT ASSOCIATION By - t W f Authorized Representative Name: Ia R. "cw Title: ttt&"JY -5- SCHEDULE 1 Project Description The objective of the Project is to strengthen the Recipient's immediate capacity to respond effectively to the food security and locust crises, by: (i) increasing agricultural production capacity in Project Areas, while enabling extremely poor households, in the Project Areas, to access cash transfers and cash for work activities; and (ii) improving the Recipient's capacity to respond promptly and efficiently to an Eligible Crisis or Emergency. The Project consists of the following parts: Part A. Restoring and Maintaininz Essential Agriculture Productive Capacity 1 . Delivering Rapidly Agriculture Services and Rehabilitating Essential Irrigation and Market Access Infrastructure: (a) Distribution of improved seeds, fertilizers, tools and associated technical assistance to farmers. (b) Rehabilitation and maintenance of small-scale agricultural infrastructure (both micro-irrigation systems and large irrigation schemes), including capacity strengthening of producer organizations and water user associations to sustainably manage irrigation infrastructure and take advantage of income generating opportunities under the Project (including rehabilitation of small storage infrastructure). (c) Strengthening the capacities of the National Locust Unit, to enable it to perform its mission more efficiently (diagnostic and implementation of the National Locust Unit's reform). 2. Protecting Infrastructure Investments by Improving Watershed and Land Management and Climate Resilience: (a) Implementation of a cash-for-tree program in the watersheds surrounding the irrigated areas. (b) Implementation of a cash-for-work program for erosion control works. (c) Support to Communal Land Offices for low-cost transfer of land rights to households, and to the Land Observatory for the monitoring of land policy implementation. (d) Expansion of the national cyclone and flood early warning system and the development of climate resilient basic agricultural infrastructure. -6- Part B. Providinm a Social Safety Net for the Poor (a) Implementation of a cash-for-work program for the poorest families and an unconditional cash transfer program for beneficiaries who are not able to provide labor. (b) Implementation of a conditional cash-transfer program for particularly vulnerable groups, linked to health, nutrition and other locally available basic services. (c) Establishment of a beneficiary-registry, enhancement of payment modalities and support to third-party monitoring (e.g. through operational audits) and impact evaluation. Part C Contingency Emerkency Fund Improvement of the Recipient's emergency response capacity to an Eligible Crisis or Emergency, as needed, through a program of activities in the agricultural, watershed management and social protection sectors (including, for example, clearing and rehabilitation of roads, rehabilitation of schools and health centers, purchase of construction materials, materials for schools and health centers). Part D. Project Management I1. Project Management Support to the planning, quality oversight, implementation, procurement, financial management, monitoring and evaluation of Project activities under: (a) Parts A (except A.2(a)), D.2 and C (provided that activities relate to the agriculture sector); and (b) Parts A.2(a), B and C (provided that activities relate to the social protection sector). 2. Support to policy analysis and development in staple food trade and markets. -7- SCHEDULE 2 Project Execution Section 1. Implementation Arrangements A. Institutional Arrangements The Recipient shall maintain the following institutional arrangements, further described in the Project Manuals, throughout the implementation of the Project: 1. National Steering Committee (a) No later than one (1) month after the Effective Date, the Recipient shall establish and thereafter maintain the National Steering Committee with composition and terms of reference satisfactory to the Association. (b) Without limitation to the generality of the foregoing provisions of paragraph (a) immediately above, the National Steering Committee shall include the chairpersons of the PN-BVPI National Steering Committee and the FID Board of Directors. (c) Without limitation to the generality of the foregoing provisions of paragraph (a) immediately above, the National Steering Committee shall meet at least twice a year and ensure the overall leadership and oversight of the Project, approving annual work plans and budgets (except for the annual work plan and budget for the first year of operation, if the National Steering Committee has not been established at the time it is ready to be approved), monitoring implementation and results, approving reports (including progress, financial and audit reports) and recommending corrective measures as necessary. 2. Project Secretariat (a) The Recipient shall establish and thereafter maintain the Project Secretariat with composition and terms of reference satisfactory to the Association. (b) Without limitation to the generality of the foregoing provisions of paragraph (a) immediately above, the Project Secretariat shall include the PN-BVPI Coordinator, the FID General Manager, and from the dates indicated in paragraph (c) immediately below, a monitoring and evaluation specialist and a financial management specialist. The PN- BVPI Coordinator shall have overall representation responsibility. -8- (c) Without limitation to the generality of the foregoing provisions of paragraphs (a) and (b) immediately above, no later than two (2) months after the Effective date, the Recipient shall recruit a monitoring and evaluation specialist and a financial management specialist, each on the basis of terms of reference, qualifications and experience satisfactory to the Association and in accordance with the provisions of Section III of Schedule 2 to this Agreement, to be assigned to the Project Secretariat. (d) Without limitation to the generality of the foregoing provisions of paragraph (a) immediately above, the Project Secretariat shall be responsible for Project coordination, monitoring and evaluation and reporting, including consolidation of data provided by the Implementation Agencies, and preparation of progress and financial reports. 3. Implementing Agencies (a) The Recipient shall maintain, or cause to be maintained, each of the Implementing Agencies with terms of reference, organization and resources acceptable to the Association. (b) Without limitation to the generality of the foregoing provisions of paragraph (a) immediately above, each of the Implementing Agencies shall be responsible for the coordination of the Project activities, including planning, quality oversight, implementation, procurement, financial management, and monitoring of Project activities, respectively as follows: (i) PN-BVPI shall be responsible for the implementation of the activities under Parts A (except A.2(a)), C (if activities relate to the agricultural sector), D.1(i) and D.2 of the Project; and (ii) The Project Implementing Entity shall be responsible for the implementation of the activities under Parts A.2(a), B, C (if activities relate to the social protection sector) and D.1(ii) of the Project (the "Project Implementing Entity's Respective Part of the Project"). (c) Without limitation to the generality of the foregoing provisions of paragraph (a) immediately above, each of the Implementing Agencies shall maintain the following staff, each on the basis of terms of reference, qualifications and experience satisfactory to the Association, to dedicate at least part of his/her time to the Project: -9- (i) PN-BVPl: (A) at the central level, a national technical assistant for operation also acting as monitoring and evaluation specialist, a financial management specialist, a procurement specialist and a procurement assistant, an infrastructure specialist, an agronomist, an environmental specialist, a land tenure specialist, and an internal auditor; and (B) in each of its regional offices in the Project Areas, a regional technical assistant for operation, a financial management specialist, a procurement specialist, an infrastructure specialist, a social mobilization specialist, an agronomist and an environmental specialist; and (ii) the Project Implementing Entity: (A) at the central level, a general manager, a financial management director, an operation and environment director, a procurement specialist, a monitoring and evaluation specialist, and an internal auditor; and (B) in each of its regional offices in the Project Areas, a regional director, a financial management specialist, an operation and environment specialist, and a monitoring and evaluation specialist. 4. The Recipient shall ensure that personnel in adequate numbers, each with terms of reference, qualifications and experience satisfactory to the Association, are assigned to the Project. B. Other Implementation Arrangements 1. Subsidiary Agreement (a) To facilitate the carrying out of the Project Implementing Entity's Respective Part of the Project, the Recipient shall make part of the proceeds of the Financing allocated from time to time to Category I (as well as funds from Categories 3 and 4, but only to the extent that they will be allocated to the financing of activities in the social protection sector) of the table set forth in Section IV.A.2 of this Schedule available to the Project Implementing Entity under a subsidiary agreement between the Recipient and the Project Implementing Entity, under terms and conditions approved by the Association, which shall include the following ("Subsidiary Agreement"). (i) the obligation of the Recipient to: (A) make the funds of Category I (as well as funds from Categories 3 and 4, but only to the extent that they will be allocated to the financing of activities in the social protection sector) available to the Project Implementing Entity in the form of a non-reimbursable grant; and -10- (B) take all actions necessary to permit the Project Implementing Entity to carry out its Respective Part of the Project and ensure the achievement of the objective thereof; (ii) the obligation of the Project Implementing Entity to: (A) carry out the Project Implementing Entity's Respective Part of the Project in accordance with this Agreement, the Subsidiary Agreement, the FID Project Manuals, the Anti- Corruption Guidelines, the Procurement Guidelines, the Consultant Guidelines, the Annual Work Plans and Budgets, the Procurement Plan and the relevant Safeguard Documents; (B) promptly refund to the Recipient for further refund to the Association any proceeds from the Financing not used for purposes of carrying out the Project Implementing Entity's Respective Part of the Project or for achieving the objective thereof, or otherwise utilized in a manner inconsistent with the provisions of this Agreement; (C) at the request of the Recipient or the Association, exchange views with the Recipient and the Association with regard to the progress of the Project Implementing Entity's Respective Part of the Project and the achievement of the objective thereof, and the Project Implementing Entity's compliance with its obligations related to the implementation of the Project, under the Subsidiary Agreement, the FID Project Manuals, the Annual Work Plans and Budgets, the Anti-Corruption Guidelines, the Procurement Guidelines, the Consultant Guidelines, the Procurement Plan and the relevant Safeguard Documents; and (D) promptly inform the Recipient of any condition which interferes or threatens to interfere with the implementation of the Project Implementing Entity's Respective Part of the Project and the achievement of the objective thereof; and (iii) a provision stipulating that, in case of conflict between any of the provisions contained in the Subsidiary Agreement or the FID Project Manuals, on one hand, and those set forth in this -11-. Agreement, on the other hand, the provisions of this Agreement shall at all times prevail. (b) The Recipient shall exercise its rights and carry out its obligations under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions. 2. Cash Transfers, Cash-for-Work, Cash-for-Tree (a) The Implementing Agencies shall enter into agreements with service providers selected on the basis of terms of reference, qualifications and experience satisfactory to the Association and in accordance with the provisions of Section Ill of Schedule 2 to this Agreement (each a "Cash Provider") for the purpose of, inter alia, transferring cash to eligible recipients (each a "Cash Recipient") under the Project as follows: (i) For the implementation of Part A.2(a) of the Project, FID shall enter into agreements (each a "FID Cash-for-Tree Agreement"), on the basis of the model agreement attached to the FID Project Manuals; (ii) For the implementation of Part A.2(b) of the Project, PN-BVPI shall enter into agreements (each a "PN-BVPI Cash-for-Work Agreement"), on the basis of the model agreement attached to the PN-BVPI Project Manuals; (iii) For the implementation of Part B(a) of the Project, FID shall enter into agreements (each a "FID Cash-for-Work Agreement"), on the basis of the model agreement attached to the FID Project Manuals; and (iv) For the implementation of Part B(a) of the Project, FID shall enter into agreements (each a "FID Cash-Transfer Agreement"), on the basis of the model agreement attached to the FID Project Manuals. (b) Under each PN-BVPI Cash-for-Work Agreement. FID Cash-for-Tree Agreement, FID Cash-for-Work Agreement, and FID Cash-Transfer Agreement (each a "Cash Agreement"), the relevant Implementing Agency shall obtain rights adequate to protect the interests of the Recipient and the Association, including the right to require the Cash Provider to: -12- (i) carry out its activities under Part A.2(a), A.2(b), B(a) of B(b), as the case may be, of the Project with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Association including, without limitation to the generality of the foregoing, in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of Financing proceeds other than the Recipient, the relevant Project Manuals and the relevant Safeguard Documents; (ii) maintain policies and procedures, adequate to enable the Cash Provider to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of the activities carried out under the Project and the achievement of its objectives; (iii) (A) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Association, both in a manner adequate to reflect the operations, resources and expenditures related to the activities carried out under the Project; and (B) at the Implementing Agency's, the Association's or the Recipient's request, have such financial statements audited by independent auditors acceptable to the Association, in accordance with consistently applied auditing standards acceptable to the Association, and furnish promptly to the Implementing Agency, the Recipient and the Association the financial statements as so audited; (iv) for the purpose of implementing its activities under the Project, inter alia, prepare and submit to the Implementing Agency technical proposals; carry out information and communication campaigns on the activities; target, select Cash Recipients and, in the case of cash-for-work programs, enroll workers, meeting the criteria defined in the Project Manuals to participate in the activities; organize and supervise the implementation of the activities; and pay the Cash Recipients, as further described in the Project Manuals; and (v) enable the Implementing Agency, the Recipient and the Association to inspect the activities carried out under the Project, their operation and any relevant records and documents; and prepare and furnish to the Implementing Agency, the Recipient and the Association all such information as the Implementing -13- Agency, the Recipient or the Association shall reasonably request relating to the foregoing. (c) For the payment of Cash Recipients, the Cash Provider shall: (i) open and thereafter maintain, for a term equal to the term of the Cash Agreement, a separate account (each a "Cash Account") for the exclusive purpose of depositing funds for payments to be made by the Cash Provider to Cash Recipients; (ii) deposit funds in said Cash Account in accordance with the provisions of the Cash Agreement. The Cash Account shall be opened in a commercial bank acceptable to the Association, with terms and conditions satisfactory to the Association including, inter alia, a waiver of any rights said commercial bank may have to set off any amount deposited in the Cash Account with any other debt; (iii) disburse funds from the Cash Account for payments in accordance with the provisions of the Cash Agreement; (iv) ensure that all amounts deposited in the Cash Account are used exclusively to make payments in accordance with the detailed provisions, procedures, sequencing and timing in relation thereto as set forth in the Project Manuals, and in compliance with the Anti-corruption Guidelines; and (v) promptly refund to the Implementing Agency, for further refund to the Recipient and then further refund to the Association any proceeds from the Cash Account not used for purposes of payment to Cash Recipients in accordance with the provisions of the Cash Agreement, or otherwise utilized in a manner inconsistent with the provisions of this Agreement. (d) The Recipient shall cause the relevant Implementing Agency to exercise its rights under the Cash Agreement in such manner as to protect the interests of the Implementing Agency, the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not permit the Implementing Agency to assign, amend, abrogate or waive any of the Cash Agreements or any of their provisions. -14- 3. Matching Grants (a) For the implementation of Part A.l(a) of the Project, the Recipient, acting through PN-BVPI, shall extend grants (each a "Matching Grant") to eligible farmers (each a "Beneficiary") for the financing of eligible sets of activities (each set of activities a "Micro-Project"), under terms and conditions acceptable to the Recipient and the Association and described in the PN-BVPI Project Manuals. (b) The Recipient shall ensure that PN-BVPI appraise, approve and monitor Micro-Projects and administer the Matching Grants in accordance with the provisions and procedures set forth or referred to in this paragraph and further detailed in the PN-BVPI Project Manuals. To be eligible for financing under Part A.1(a), a Micro-Project shall: (i) be an investment activity, or related technical assistance, related to agricultural production and management of natural resources and consistent with the criteria, terms and conditions, (including a positive/negative list of eligible activities), provided in the PN- BVPI Project Manuals and initiated and identified by the relevant Micro-Project Beneficiary; (ii) be economically and technically viable, and co-financed by the Micro-Project Beneficiary in cash, in nature or in labor in accordance with the standards specified in the PN-BVPI Project Manuals; (iii) be in compliance with the standards set forth in the relevant Safeguard Documents; and (iv) satisfy any other requirements specified in the PN-BVPI Project Manuals. (c) Eligibility criteria for Beneficiaries, arrangements for the implementation of Micro-Projects as well as procedures applicable to Matching Grants, are further detailed in the PN-BVPI Project Manuals. Each Matching Grant shall be extended pursuant to an agreement (each a "Matching Grant Agreement") to be entered into between the Implementing Agency and the relevant Beneficiary, on the basis of the model form attached to the PN-BVPI Project Manuals, which shall, inter alia, include the following provisions: (i) the Beneficiary shall carry out the Micro-Project with due diligence and efficiency in accordance with appropriate administrative, financial, technical, engineering and -15- environmental standards, including local and national environmental requirements, acceptable to the Association, including, without limitation to the generality of the foregoing, in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of Financing proceeds other than the Recipient, the relevant PN-BVPI Project Manuals and the relevant Safeguard Documents; (ii) the Beneficiary shall provide, promptly as needed, the resources required for the purpose; (iii) the Beneficiary shall procure the goods, works and services to be financed out of the Matching-Grant in accordance with the provisions of this Agreement and use such goods, works and services exclusively for the carrying out of the Micro-Project concerned; (iv) the Beneficiary shall maintain policies and procedures, adequate to enable the Implementing Agency to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of the activities carried out under the Micro-Project and the achievement of its objectives; (v) the Beneficiary shall: (A) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Association, both in a manner adequate to reflect the operations, resources and expenditures related to the activities carried out under the Project; and (B) at the Implementing Agency's, the Association's or the Recipient's request, have such financial statements audited by independent auditors acceptable to the Association, in accordance with consistently applied auditing standards acceptable to the Association, and furnish promptly to the Implementing Agency, the Recipient and the Association the financial statements as so audited; (vi) the Beneficiary shall enable the Implementing Agency, the Recipient and the Association to inspect the activities carried out under the Micro-Project, its operation and any relevant records and documents; and prepare and furnish to the Implementing Agency, the Recipient and the Association all such information as the Implementing Agency, shall reasonably request relating to the foregoing; -16- (vii) the Implementing Agency shall have the right to suspend or terminate the right of the Beneficiary to use the proceeds of the Matching Grant, or obtain a refund of all or any part of the amount of the Matching Grant then withdrawn, upon the Beneficiary's failure to perform any of its obligations under the Matching Grant Agreement; (viii) The Recipient shall cause the Implementing Agency to exercise its rights and carry out its obligations under each Matching Grant Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not permit the Implementing Agency to assign, amend, abrogate or waive any of the Matching Grant Agreements or any of their provisions. C. Immediate Response Mechanism In order to ensure the proper implementation of Part C of the Project (Contingent Emergency Fund) ("IRM Part"), the Recipient shall take the following measures: 1. The Recipient shall: (a) prepare and furnish to the Association for its review and approval, an operations manual which shall set forth detailed implementation arrangements for the IRM Part, including: (i) designation of, terms of reference for and resources to be allocated to, the entity to be responsible for coordinating and implementing the IRM Part ("Coordinating Authority"); (ii) specific activities which may be included in the IRM Part, eligible expenditures required therefor ("Emergency Expenditures"), and any procedures for such inclusion; (iii) financial management arrangements for the IRM Part; (iv) procurement methods and procedures for Emergency Expenditures to be financed under the IRM Part; (v) documentation required for withdrawals of Emergency Expenditures; (vi) environmental and social safeguard management frameworks for the IRM Part, consistent with the Association's policies on the matter; and (vii) any other arrangements necessary to ensure proper coordination and implementation of the IRM Part; (b) afford the Association a reasonable opportunity to review said proposed operations manual; (c) promptly adopt such operations manual for the IRM Part as shall have been approved by the Association ("IRM Operations Manual"); -17- (d) ensure that the IRM Part is carried out in accordance with the IRM Operations Manual; provided, however, that in the event of any inconsistency between the provisions of the IRM Operations Manual and this Agreement, the provisions of this Agreement shall prevail; and (e) refrain from amending, suspending, abrogating, repealing or waiving any provision of the IRM Operations Manual without prior approval by the Association. 2. The Recipient shall, throughout the implementation of the IRM Part, maintain the Coordinating Authority, with adequate staff and resources satisfactory to the Association. 3. The Recipient shall undertake no activities under the IRM Part (and no activities shall be included in the IRM Part) unless and until the following conditions have been met in respect of said activities: (a) the Recipient has determined that an Eligible Crisis or Emergency has occurred, has furnished to the Association a request to include said activities in the IRM Part in order to respond to said Eligible Crisis or Emergency, and the Association has agreed with such determination, accepted said request and notified the Recipient thereof; and (b) the Recipient has prepared and disclosed all safeguards instruments required for said activities, in accordance with the IRM Operations Manual, the Association has approved all such instruments, and the Recipient has implemented any actions which are required to be taken under said instruments. D. Anti-Corruption The Recipient shall ensure that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines. E. Safeguards 1 . The Recipient 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 Recipient's own laws relating to the environment and social aspects. 2. The Recipient 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 Recipient shall ensure that: (a) for each activity under the Project of a type for which the Environmental and Social Screening and Assessment Framework, the IRM -18- Environmental and Social Screening and Assessment Framework or any of the Environmental and Social Management Frameworks provides that an Environmental and Social Management Plan should be prepared, such Environmental and Social Management Plan, in form and substance satisfactory to the Association, is effectively prepared and locally disclosed, before the implementation of such activity, in accordance with the provisions of the Environmental and Social Screening and Assessment Framework, the IRM Environmental and Social Screening and Assessment Framework or the relevant Environmental and Social Management Framework, and the relevant activity is implemented in accordance with its Environmental and Social Management Plan; and (b) for each activity under the Project of a type for which the Environmental and Social Screening and Assessment Framework, the IRM Environmental and Social Screening and Assessment Framework or any of the Resettlement Policy Frameworks provides that a Resettlement Action Plan should be prepared, such Resettlement Action Plan, in form and substance satisfactory to the Association, is effectively prepared and locally disclosed, before the implementation of such activity, in accordance with the provisions of the Environmental and Social Screening and Assessment Framework, the IRM Environmental and Social Screening and Assessment Framework or the relevant Resettlement Policy Framework, and the relevant activity is implemented in accordance with its Resettlement Action Plan. 2. Except as the Association shall otherwise agree in writing and subject to compliance with applicable consultation and public disclosure requirements of the Association, the Recipient shall not abrogate, amend, repeal, suspend or waive any provisions of any of the Safeguard Documents, nor shall it permit any of the Implementing Agencies or any other entity participating in the implementation of the Project to do so. 3. Without limitation upon its other reporting obligations under this Agreement, the Recipient shall regularly collect, compile and submit to the Association, on a semi-annual basis, 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. 4. In the event that any provision of the Safeguard Documents shall conflict with any provision under this Agreement, the terms of this Agreement shall prevail. -19- F. Annual Work Plans and Budgets 1. Each year the Recipient shall prepare: (a) a draft annual work plan and budget for the Project (including Training and Operating Costs) for each subsequent year of Project implementation, of such scope and detail as the Association shall have reasonably requested; and (b) the evidence, in form and substance satisfactory to the Association, that all Safeguard Documents required prior to the implementation of the activities included in the draft annual work plan and budget have been prepared or are in the process of being prepared so as to be available in form and substance acceptable to the Association and disclosed in accordance with the Bank Policies before approval by the Association of the bidding documents for each activity. 2. The Recipient shall furnish to the Association, as soon as available, but in any case not later than November 30 of each year, the annual work plans and budgets approved by the National Steering Committee and the evidences referred to in subparagraph 1(b) above, for the Association's review and approval; except for the annual work plan and budget for the Project for the first year of Project implementation, and the evidence which may be required for the implementation of the activities included in the draft annual work plan and budget for such period: (i) which shall be approved by the PN-BVPI National Steering Committee for activities to be implemented by PN-BVPI, and by the FID Board of Directors for activities to be implemented by the Project Implementing Entity, if the National Steering Committee has not been established at the time of approval of the first annual work plan and budget; and (ii) which shall be furnished no later than one (1) month after the Effective Date. Only the activities included in an annual work plan and budget expressly approved by the Association (each an "Annual Work Plan and Budget") are eligible to a financing from the proceeds of the Financing. 3. Training shall be carried out on the basis of 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 Recipient shall ensure that the Project is carried out in accordance with the Annual Work Plans and Budgets. -20- 5. Annual Work Plans and Budgets may be revised as needed during Project implementation subject to the Association's prior approval. G. Manuals 1. (a) No later than two (2) months after the Effective Date, the Recipient shall revise and update the PN-BVPI Project Manuals, and adopt the Project Implementation Manual, each in form and substance acceptable to the Association, for the purpose of implementing Project activities to be implemented by PN-BVPI. (b) No later than two (2) months after the Effective Date, the Recipient shall have caused the Project Implementing Entity to revise and update the FID Project Manuals (except the Cash-for-Tree Procedure Manual), in form and substance acceptable to the Association, for the purpose of implementing its Respective Part of the Project. (c) No later than nine (9) months after the Effective Date, the Recipient shall have caused the Project Implementing Entity to adopt the Cash-for-Tree Procedure Manual, in form and substance acceptable to the Association, for the purpose of implementing Part A.2(a) of the Project (the "Cash- for-Tree Procedure Manual"). 2. (a) The Recipient shall ensure that the Project is carried out in accordance with the Project Manuals. (b) Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate, or waive any of the Project Manuals, or any provision thereof, and nor shall it permit the Project Implementing Entity to do so. 3. In the event of any conflict between the provisions of any of the Project Manuals and those of this Agreement, the provisions of this Agreement shall prevail. Section II. Project Monitoring, Reporting and Evaluation A. Project Reports 1 . The Recipient shall monitor and evaluate the progress of the Project and prepare (with inputs from the Project Implementing Entity as needed) Project Reports in accordance with the provisions of Section 4.08 of the General Conditions and on the basis of indicators acceptable to the Association. Each Project Report shall cover the period of one calendar quarter, and shall be furnished to the Association not later than forty-five (45) days after the end of the period covered by such report. -21- 2. Twenty-four (24) months after the Effective Date, or at any other date agreed with the Association, the Recipient shall, in conjunction with the Project Implementing Entity and the Association, carry out a mid-term review of the Project (the "Mid-term Review"), covering the progress achieved in the implementation of the Project. The Recipient and the Project Implementing Entity shall prepare and furnish to the Association not less than three (3) months prior to the beginning of the Mid-term Review, a report integrating the results of the monitoring and evaluation activities performed pursuant to this Agreement, 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 of the Project during the period following such date. Following the Mid-term Review, the Recipient shall, and shall cause the Project Implementing Entity to, act promptly and diligently in order to take, or cause to be taken, any corrective action deemed necessary by the Association to remedy any shortcoming noted in the carrying out of the Project in furtherance of the objective of the Project. 3. No later than eight (8) months after the Effective Date, or such other date agreed with the Association, and each year afterwards, the Recipient shall cause an operational audit for Parts A.2(a) and B of the Project (or selected activities under said Parts) to be carried out by an independent auditor selected on the basis of terms of reference, qualifications and experience satisfactory to the Association and in accordance with the provisions of Section III of this Schedule 2. B. Financial Management, Financial Reports and Audits 1 . The Recipient shall maintain or cause to be maintained a financial management system in accordance with the provisions of Section 4.09 of the General Conditions. 2. Without limitation on the provisions of Part A of this Section, the Recipient shall prepare and furnish to the Association not later than forty-five (45) days after the end of each calendar quarter, interim unaudited financial reports for the Project covering the quarter, in form and substance satisfactory to the Association. 3. The Recipient shall have its financial statements audited in accordance with the provisions of Section 4.09 (b) of the General Conditions. Each audit of the Financial Statements shall cover the period of one fiscal year of the Recipient. The audited Financial Statements for each such period shall be furnished to the Association not later than six months after the end of such period. 4. In order to ensure the timely carrying out of the audits referred to in Section II. B.3 of this Schedule, the Recipient shall engage independent auditors -22- for the purpose not later than six (6) months after the Effective Date, in accordance with the provisions of Section IlII of this Schedule. Section III. Procurement A. General I1. 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 Financing 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. 2. Consultants' Services. All consultants' services required for the Project and to be financed out of the proceeds of the Financing 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. 3. Definitions. The capitalized terms used below in this Section to describe particular procurement methods or methods of review by the Association 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 1 . 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. 2. 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) National Competitive Bidding: procurement shall be carried out in accordance with the "Open Competitive Bidding" method (Appel d'offres ouvert) set forth in the Recipient's law no. 2004-009 of July 2004 on the Public Procurement Code, subject to the following additional provisions listed in (i) through (xv) below to conform to the provisions of the Procurement Guidelines: (i) No bidder or potential bidder shall be declared ineligible for contracts financed by the Association for reasons other than: (i) its capability and resources to successfully perform the contract; (ii) a conflict of interest situation, or (iii) an accepted prohibition. -23- (A) Firms of a country or goods manufactured in a country may be excluded if: (AA) as a matter of law or official regulation, the Recipient's country prohibits commercial relations with that country, provided that the Association is satisfied that such exclusion does not preclude effective competition for the supply of goods, works, and non-consulting services required, or (BB) by an act of compliance with a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations, the Recipient's country prohibits any import of goods from, or payments to, a particular country, person, or entity. Where the Recipient's country prohibits payments to a particular firm or for particular goods by such an act of compliance, that firm may be excluded. (B) Government-owned enterprises or institutions of the Recipient shall be eligible to participate in the bidding process in their country, only if they can establish that they are legally and financially autonomous, operate under commercial law, and are not dependent agencies of the Recipient or the Project Implementing Entity. (C) A firm sanctioned by the Association in accordance with paragraph 1.16(d) of the Procurement Guidelines, or the Anti- Corruption Guidelines, shall be ineligible to be awarded or to benefit from an Association- or Bank -financed contract, financially or in any other manner, during the period of time determined by the Association. (D) The requirement of producing a registration number (Numero d7mmatriculation) for any bidder to participate in the bidding process shall not be interpreted as a prior requirement to any sort of local registration, license or authorization. (ii) Standard bidding documents acceptable to the Association shall be used so as to ensure economy, efficiency, transparency and consistency with the provisions of Section I of the Procurement Guidelines. (iii) Participation from joint ventures shall be allowed on condition that such joint venture partners will be jointly and severally liable for their obligations under the awarded contract. Therefore, the "Groupement Conjoint", described under the Recipient's law no. 2004-009 of July 2004 on the Public Procurement Code, shall not be allowed under National Competitive Bidding. -24- (iv) No domestic/regional preference, or any other kind of preferential treatment, shall be given for domestic/regional bidders, and/or for domestically/regionally manufactured goods, and/or for domestically/regionally originated related services. (v) The qualification criteria shall be clearly specified in the bidding documents, and all criteria so specified, and only such criteria so specified shall be used to determine whether a bidder is qualified. Qualification criteria shall be assessed on a "pass or fail" basis, and merit points shall not be used. Bidders' qualifications shall be assessed by post-qualification. (vi) In case a fee is charged for the bidding documents, it shall be reasonable and reflect only the cost of their typing, printing or publishing, and delivery to prospective bidders, and it shall not be so high as to discourage bidders' participation in the bidding process. Bids may be submitted by electronic means only provided that the Association is satisfied with the adequacy of the system, including, inter-alia, that the system is secure, maintains the integrity, confidentiality, and authenticity of the bids submitted, and uses an electronic signature system or equivalent to keep bidders bound to their bids. (vii) The bid validity period required by the bidding documents shall be sufficient to complete the evaluation of bids and obtain any approval that may be required (at least four (4) weeks). If justified by exceptional circumstances, an extension of the bid validity may be requested in writing from all bidders before the original bid validity expiration date, and it shall cover only the minimum period required to complete the evaluation and award of the contract. The extension of the bid validity requires the Association's no objection for those contracts subject to prior review, if it is longer than four (4) weeks, and for all subsequent requests for extension, irrespective of the period. (viii) Bid Evaluation: (A) Evaluation of bids shall be made in strict adherence to the evaluation criteria declared in the bidding documents. (B) Evaluation criteria other than price shall be quantified in monetary terms and the manner in which they will be applied for the purpose of determining the lowest evaluated bid shall be established in the bidding documents. A weighting/scoring system shall not be used. -25- (C) A contract shall be awarded to the qualified bidder offering the lowest-evaluated and substantially responsive bid. No negotiations shall be permitted. (D) Bidders shall not be eliminated on the basis of minor, non- substantial deviations. (E) In case of requests for clarifications, bidders shall not be asked or permitted to alter or complete their bids. (ix) All bids shall not be rejected, the procurement process shall not be cancelled, and new bids shall not be solicited without the Association's prior concurrence. (x) Securities shall be in the format included in the bidding documents. No advance payment shall be made without a suitable advance payment security. (xi) Information on contract award shall be published at least in a national newspaper of wide circulation within two (2) weeks of receiving the Association's no objection to the award recommendation for contracts subject to prior review, and within two (2) weeks from the award decision for contracts subject to post review. Publication shall include the following information: (A) the name of each bidder which submitted a bid; (B) bid prices as read out at bid opening; (C) evaluated prices of each bid that was evaluated; (D) the names of bidders whose bids were rejected and the reasons for their rejection; and (E) the name of the winning bidder, the final total contract price, and the duration and summary scope of the contract. (xii) In the case of contracts subject to prior review, the Association's no objection shall be obtained before agreeing to: (A) a material extension of the stipulated time for performance of a contract; (B) any substantial modification of the scope of services or other significant changes to the terms and conditions of the contract; (C) any variation order or amendment (except in cases of extreme urgency) which, singly or combined with all variation orders or amendments previously issued, increases the original contract amount by more than 15 percent; or (D) the proposed termination of the contract. A copy of all contract amendments shall be furnished to the Association for its record. (xiii) In accordance with the Procurement Guidelines, each bidding document and contract financed from the proceeds of the Financing shall provide that bidders, suppliers, and contractors, and their subcontractors, agents, personnel, consultants, service providers or suppliers, shall permit the -26- Association, at its request, to inspect their accounts, records and other documents relating to the submission of bids and contract performance, and to have them audited by auditors appointed by the Association. Acts intended to materially impede the exercise of the Association's inspection and audit rights constitute an obstructive practice as defined in the Procurement Guidelines. (xiv) Each bidding document and contract financed from the proceeds of the Financing, and as deemed acceptable by the Association, shall include provisions stating the Association's policy to sanction firms or individuals found to have engaged in fraud and corruption as defined in the Procurement Guidelines. (xv) The Association may recognize, if requested by the Recipient, exclusion from participation as a result of debarment under the national system, provided that the debarment is for offenses involving fraud, corruption or similar misconduct, and further provided that the Association confirms that the particular debarment process afforded due process and the debarment decision is final. (b) Shopping; (c) Direct Contracting; (d) Procurement from a UN Agency (UNOPS); (e) Community Participation in procurement which have been found acceptable by the Association; and (f) Procurement under a Framework Agreement in accordance with procedures which have been found acceptable by the Association. C. Particular Methods of Procurement of Consultants' Services 1 . 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. 2. 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 under a Fixed Budget; (c) Least Cost Selection; (d) Selection based on Consultants' Qualifications; (e) Single-source Selection of consulting firms; (f) Selection of UN Agency (FAO, UNICEF, WFP); (g) Procedures set forth in paragraphs 5.2 -27- and 5.3 of the Consultant Guidelines for the Selection of Individual Consultants; and (h) Single-source procedures for the Selection of Individual Consultants. D. Procurement of Emergency Expenditures under the IRM Part of the Proiect Notwithstanding any provision to the contrary in this Section, Emergency Expenditures required for the IRM Part of the Project shall be procured in accordance with the procurement methods and procedures set forth in the IRM Operations Manual. E. Review by the Association of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Association's Prior Review. All other contracts shall be subject to Post Review by the Association. F. Establishment of a Procurement Complaint Handling Mechanism No later than three (3) months after Effective Date, the Recipient shall have established a procurement complaint handling mechanism acceptable to the Association. Section IV. Withdrawal of the Proceeds of the Financing A. General 1. The Recipient may withdraw the proceeds of the Financing in accordance with the provisions of Article II of the General Conditions, this Section, and such additional instructions as the Association shall 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 Association and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the table in paragraph 2 below. 2. The following table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Financing ("Category"), the allocations of the amounts of the Financing to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: -28- Amount of the Percentage of Financing Expenditures to be Category Allocated Financed (expressed in (inclusive of SDR) Taxes) (1) (a) Goods, works, non-consulting services, and consultants' services including Operating Costs and 3,300,000 100% Training for Parts A.2(a), B and D.1(b) of the Project, except cash for tree, cash for work and cash transfers; (b) Cash for tree under Part A.2(a) of 1,900,000 100% of amounts the Project; disbursed (c) Cash for work under Part B(a) of the 8,700,000 100% of amounts Project; and disbursed (d) Cash transfers under Part B(a) of the 1,100,000 100% of amounts Proj ect disbursed (2) (a) Goods, works, non-consulting services, and consultants' services including Operating Costs and 24,500,000 100% Training for Parts A, D.1(a) and D.2 of the Project, except cash for tree, cash for work, cash transfers and Matching Grants; 100% of amounts (b) Cash for work under Part A.2(b) of 1,100,000 disbursed the Project; and (c) Matching Grants for goods, work 100% of amounts and services under Part A.1(a) of the 1,700,000 disbursed Proj ect. (3) Emergency Expenditures (such as goods, works, non-consulting services, and 0 100% consultants' services including Training and Operating Costs) for Part C of the Project, which do not trigger Bank Policies -29- (4) Emergency Expenditures (such as goods, works, non-consulting services, and 0 100% consultants' services including Training and Operating Costs) for Part C of the Project, which trigger Bank Policies TOTAL AMOUNT 42,300,000 In the table immediately above, the expression "amounts disbursed" means amounts actually paid by the Implementing Agency to a Beneficiary in consideration of works carried out, goods purchased and services provided for the implementation of a Micro- Project, or to a Cash Recipient, as the case may be. B. Withdrawal Conditions; Withdrawal Period 1 . Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made: (a) for payments made prior to the date of this Agreement, except that withdrawals up to an aggregate amount not to exceed SDR 2,100,000 equivalent may be made for payments made prior to this date but on or after January 1, 2014, for Eligible Expenditures; or (b) under Category (3), unless and until the Association is satisfied, and has notified the Recipient of its satisfaction, that all of the following conditions have been met in respect of said activities: (i) the Recipient has determined that an Eligible Crisis or Emergency has occurred, has furnished to the Association a request to include said activities in the IRM Part in order to respond to said Eligible Crisis or Emergency, and the Association has agreed with such determination, accepted said request and notified the Recipient thereof; (ii) the Recipient's Coordinating Authority has adequate staff and resources, in accordance with the provisions of Section I.C.2 of this Schedule 2 to this Agreement, for the purposes of said activities; and (iii) the Recipient has adopted an IRM Operations Manual in form, substance and manner acceptable to the Association whose provisions remain - or have been updated in accordance with the provisions of Section I.C.1(c) of this Schedule 2 so as to be - -30- appropriate for the inclusion and implementation of said activities under the IRM Part. (c) under Category (4), unless and until the Association is satisfied, and has notified the Recipient of its satisfaction, that all of the following conditions have been met in respect of said activities: (i) all conditions to a first disbursement under Category (3) as described in paragraph (b) immediately above are satisfied; and (ii) the Recipient has prepared and disclosed all safeguards instruments required for said activities, and the Recipient has implemented all actions which are required to be taken under said instruments, all in accordance with the provisions of Section I.C.3(b) of Schedule 2 to this Agreement. 2. The Closing Date is February 28, 2018. -31- SCHEDULE 3 Repayment Schedule Date Payment Due Principal Amount of the Credit repayable (expressed as a percentage)* On each April 15 and October 15: commencing April 15, 2024 to and including 1% October 15, 2033 commencing April 15, 2034 to and including 2% October 15, 2053 * The percentages represent the percentage of the principal amount of the Credit to be repaid, except as the Association may otherwise specify pursuant to Section 3.03 (b) of the General Conditions. -32- APPENDIX Definitions 1. "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. 2. "Bank Policies" means the Bank's operational policies and procedures set forth in the Bank's Operational Manual under OP/BP 4.01, 4.04, 4.09, 4.11, 4.12 and 4.36 as said manual is published under www.WorldBank.or/opinanual. 3. "Beneficiary" means a recipient or proposed eligible recipient of a Matching Grant meeting the eligibility criteria referred to in Section 1.B.3(c) of Schedule 2 to this Agreement. 4. "Cash Account" means an account opened by a Cash Provider in accordance with Section I.B.2(c)(i) of Schedule 2 to this Agreement. 5. "Cash Agreement" means an agreement entered into between an Implementing Agency and a Cash Provider in accordance with Section I.B.2(b) of Schedule 2 to this Agreement. 6. "Cash Provider" means an entity contracted by an Implementing Agency in accordance with Section I.B.2(a) of Schedule 2 to this Agreement. 7. "Cash Recipient" means an eligible recipient under a Cash Agreement and is referred to in Section I.B.2(a) of Schedule 2 to this Agreement. 8. "Category" means a category set forth in the table in Section IV of Schedule 2 to this Agreement. 9. "Communal Land Office" (guichet foncier communal) means the office established in accordance with the Recipient's Law no. 2006-031 dated November 24, 2006 on the legal regime of private non titled land ownership and the Recipient's Decree no. 2007-1109 dated December 18, 2007 for its application. 10. "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. I1. "Coordinating Authority" means the entity or entities designated by the Recipient in the IRM Operations Manual and approved by the Association pursuant to Section 1.C.1 of Schedule 2 to this Agreement, to be responsible for coordinating the IRM Part of the Project. -33- 12. "Dam Safety Manual" means the Recipient's document entitled "Elaboration d'un Manuel de Gestion et de Scuritj des Petits Barrages" dated May 2012, containing dam safety measures for the design, bid tendering, construction, operation and maintenance of the dam and associated works. 13. "Displaced Person" means a person who, on account of the execution of an activity under the Project, has experienced or would experience direct economic and social impacts caused by: (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 such 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 such person; "Displaced Persons" means all such persons. 14. "Eligible Crisis or 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. 15. "Emergency Expenditure" means any of the Eligible Expenditures set forth in the IRM Operations Manual in accordance with the provisions of Section 1.C. I (a)(ii) of Schedule 2 to this Agreement and required for the activities included in the IRM Part of the Project. 16. "Environmental and Social Management Framework" means, collectively, the Recipient's document entitled "Cadre de Gestion Environnementale et Sociale (CGES) du Projet BVPI sous Financement PHRD, Secteur 1, 2, 3 Marovoay et Ifanja Nord Itasy" dated May 2012, and the Project's Implementing Entity's document entitled "Evaluation de Conformite aux Directives et Sauvegardes du Projet de Developpement Communautaire - Republique de Madagascar" dated July 27, 2004, each detailing: (a) the measures to be taken during the implementation and operation of the Project to eliminate or offset adverse environmental and social impacts, or to reduce them to acceptable levels; and (b) the actions needed to implement these measures, including monitoring and institution strengthening. 17. "Environmental and Social Management Plan" means the Recipient's document prepared and disclosed in accordance with the Environmental and Social Management Framework with respect to an activity included under an Annual Work Program and Budget, that details: (i) the measures to be taken during the implementation and operation of such activity to eliminate or offset adverse environmental or social impacts, or to reduce them to acceptable levels, and (ii) the actions needed to implement these measures. 18. "Environmental and Social Screening and Assessment Framework" means the Recipient's document entitled "Cadre d'Evaluation et d'Etudes prealable -34- Environnementale et Sociale du Projet d'Urgence pour la Restauration de la Securite Alimentaire et de la Protection Sociale" and dated December 18, 2013, containing policies, guidelines, codes of practice and procedures to be adhered to during Project implementation, in order to ensure that Project activities: (i) minimize environmental and social degradation resulting from a Project activity or the cumulative effects of several Project activities; (ii) protect and preserve human health; (iii) enhance positive environmental and social outcomes; and (iv) prevent or adequately compensate any loss of livelihood caused by the Project. 19. "FAO" means the Food and Agriculture Organization. 20. "FID" means Fonds d'Intervention pour le Diveloppement, a public interest association legally established and operating on the Recipient's territory in accordance with the Project Implementing Entity's Legislation. 21. -FID Board of Directors" means FID's board of directors (Conseil d'Administration) as established in accordance with Article 17 of its governing document (statuts) dated November 30, 2009. 22. "FID Cash-for-Tree Agreement" means any of the agreements referred to in Section I.B.2(a)(i) of Schedule 2 to this Agreement. 23. "FID Cash-for-Work Agreement" means any of the agreements referred to in Section I.B.2(a)(iii) of Schedule 2 to this Agreement. 24. "FID Cash-Transfer Agreement" means any of the agreements referred to in Section 1.B.2(a)(iv) of Schedule 2 to this Agreement. 25. "FID Project Manuals" means, collectively, the Recipient's documents entitled "Manuel des Procedures Administratives et Financieres" dated March 2013, -Manuel de Procedures Environnementales" dated March 2013, "Tome I - Manuel de Procedures - Composante Protection Sociale - Seurite Alimentaire" dated March 2013 and "Tome III - Manuel de Procedures de Rehabilitation et Reconstruction Post-Catastrophes" dated March 2013, each as updated for the Project in accordance with Section 1.G.1(b) of Schedule 2 to this Agreement, as well as the Cash-for-Tree Procedure Manual to be adopted by the Project Implementing Entity in accordance with Section I.G.1(c) of Schedule 2 to this Agreement. 26. "General Conditions" means the "International Development Association General Conditions for Credits and Grants", dated July 31, 2010. 27. "Implementing Agency" means PN-BVPI or FID, as the case may be, and "Implementing Agencies" means, collectively, PN-BVPI and FID. -35- 28. "IRM Environmental and Social Screening and Assessment Framework" means the environmental and social screening and assessment framework included in the IRM Operations Manual, if any. 29. "IRM Operations Manual" means the operations manual referred to in Section 1.C. I of Schedule 2 to this Agreement, to be adopted by the Recipient for the IRM Part of the Project in accordance with the provisions of said Section. 30. "IRM Part of the Project" and "IRM Part" each means Part C of the Project. 31. "Land Observatory" means the entity, within the Recipient's ministry responsible for territorial development and decentralization, tasked with the provision of support for the steering of the land reform, established by the Recipient's Decree no. 2010-745 on the attribution and the organization of the Recipient's ministry responsible for territorial development and decentralization. 32. "Matching Grant" means a grant extended by the Recipient, acting through PN- BVPI, to a Beneficiary in accordance with Section I.B.3 of Schedule 2 to this Agreement. 33. "Micro-Project" means a set of activities financed or to be financed through a Matching Grant in accordance with Section 1.B.3 of Schedule 2 to this Agreement. 34. "National Locust Unit" means the Recipient's center (Centre National Antiacridien) established by the Recipient's decree no. 2012-958 dated October 30, 2012. 35. "National Steering Committee" means the committee to be established by the Recipient in accordance with Section I.A.1(a) of Schedule 2 to this Agreement. 36. "Operating Costs" means the reasonable incremental operating expenses, based on Annual Work Programs and Budgets approved by the Association, incurred by PN-BVPI and FID and their regional offices involved in the Project implementation, management and monitoring, including operation and maintenance costs of office, vehicles and office equipment ; water and electricity utilities, telephone, office supplies, bank charges, public awareness-related media expenditures, travel and supervision costs, per diem, additional staff costs, but excluding the salaries of officials and public servants of the Recipient's civil service. 37. "Pest Management Plan" means the Recipient's document entitled "Revision du Plan de Gestion des Pestes et Pesticides (PGPP)" dated May 2012, containing guidance on the manufacturing, packaging, labeling, handling, storage, disposition of pesticides financed under the Project and the cancellation or -36- mitigation to an acceptable level of adverse impact these pesticides may have on the environment or on the population. 38. "PN-BVPl" means the Recipient's program established by the Recipient's Decree no. 2006-644 dated September 5, 2006 for the establishment of the National Program for Irrigation and Watershed Management (Programme National Bassins Versants Perim tres Irrigues). 39. "PN-BVPI Cash-for-Work Agreement" means any of the agreements referred to in Section L.B.2(a)(ii) of Schedule 2 to this Agreement. 40. "PN-BVPI National Steering Committee" means the committee established under the Recipient's decision (arritd) no. 5236/2007 dated April 3, 2007 for the establishment of a National Steering Committee and a Regional Monitoring Committee for PN-BVPI. 41. "PN-BVPI Project Manuals" means, collectively, the Recipient's documents entitled "Projet d'Urgence pour la Preservation des infrastructures et la Reduction de la Vulnerabiliti (PUPIRV) - Credit no. 5187-MG - Composante BI << Prdservation de la Capaciti Productive de l'Agriculture > - Manuel des Procedures " dated April 2013, and "Projet Bassins Versants des Prim tres Irrigu6s (BVPI) - Crddit no. 4244-MG - Manuel des Proc6dures" dated April 2007 which each includes the parts entitled "Deuxibme Partie: Manuel des Procedures de Passation de Marches", "Troisieme Partie: Procedures Administratives et Financires", and "Quatrijme Partie : Guide Comptable", each as updated for the Project in accordance with Section 1.G.1(a) of Schedule 2 to this Agreement. 42. "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. 43. "Procurement Plan" means the Recipient's procurement plan for the Project, dated January 14, 2014 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. 44. "Project Areas" means, collectively, Project Area I and Project Area 2. 45. "Project Area I" means, collectively, areas located in Itasy, Bongolava, Menabe, Vakinankaratra and Amoron'I Mania, Haute Matsiatra, Ihorombe, as well as any other areas affected by locust and drought where agricultural productive capacity needs to be restored, expanded and made more resilient and sustainable, which may be proposed by the Recipient and which the Association has confirmed in writing is acceptable to the Association for the purpose. -37- 46. "Project Area 2" means, collectively, Marovoay in Boeny Region, Alaotra and Andapa, as well as any other areas with highly productive and large irrigated rice schemes which need to be protected and whose irrigation infrastructure needs to be expanded to enhance resilience to rainfall unpredictability, which may be proposed by the Recipient and which the Association has confirmed in writing is acceptable to the Association for the purpose. 47. "Project Implementation Manual" means the umbrella manual for the implementation of the overall Project to be adopted by the Recipient in accordance with Section I.G. 1(a) of Schedule 2 to this Agreement. 48. "Project Implementing Entity" means FID. 49. "Project Implementing Entity's Legislation" means, collectively, the Recipient's Decree no. 93.044 dated January 27, 1993 on the recognition of FID as a public interest association, the Recipient's Ordinance no. 60-133 on the general regime of associations, the Recipient's Decree no. 60-383 dated October 5, 1960, the Recipient's Ordinance no. 75-017 dated August 13, 1975 and its governing document (statuts) dated November 30, 2009. 50. "Project Manuals" means, collectively, the PN-BVPI Project Manuals, the FID Project Manuals and the Project Implementation Manual. 51. "Project Secretariat" means the secretariat to be established by the Recipient for the Project in accordance with Section I.A.2 of Schedule 2 to this Agreement. 52. "Resettlement Action Plan" means the Recipient's document prepared and disclosed in accordance with the Resettlement Policy Framework with respect to an activity included under an Annual Work Program and Budget, which, inter alia, (i) contains a census survey of Displaced Persons and valuation of their assets, (ii) describes compensation and other resettlement assistance to be provided, consultation to be conducted with Displaced Persons about acceptable alternatives, institutional responsibilities for the implementation and procedures for grievance redress, and arrangements for monitoring and evaluation, and (iii) contains a timetable and budget for the implementation of such measures. 53. "Resettlement Policy Framework" means the Recipient's document entitled "Cadre de Politique de Rdinstallation Involontaire (CPRI) du Projet BVPI sous Financement PHRD - Secteur 1, 2 et 3 Marovoay et Ifanja Nord Itasy" dated May 2012, containing guidelines, procedures, timetables and other specifications for the provision of compensation, rehabilitation and resettlement assistance to Displaced Persons. 54. "Safeguard Documents" means, collectively, the Environmental and Social Screening and Assessment Framework, the IRM Environmental and Social -38- Screening and Assessment Framework, if any, the Pest Management Plan, the Dam Safety Manual, the Environmental and Social Management Framework, the Environmental and Social Management Plans prepared in accordance with the Environmental and Social Management Framework, if any, the Resettlement Policy Framework, and the Resettlement Action Plans prepared in accordance with the Resettlement Policy Framework, if any. 55. "Subsidiary Agreement" means the agreement referred to in Section I.B.1 of Schedule 2 to this Agreement pursuant to which the Recipient shall make part of the proceeds of the Financing available to the Project Implementing Entity. 56. "Training" means the training of persons involved in Project-supported activities, based on Annual Work Programs and Budgets approved by the Association, such term including seminars, workshops, conference and study tours, and costs associated with such activity include travel and subsistence costs for Training participants, costs of securing the services of trainers, rental of Training facilities, preparation and reproduction of Training materials and other costs directly related to course preparation and implementation. 57. "UNICEF" means the United Nations Children's Fund. 58. "UNOPS" means the United Nations Office for Project Services. 59. "WFP" means the Word Food Programme.