GRANT NUMBER TF0A8176 Sint Maarten: Hurricane Irma Reconstruction, Recovery and Resilience Grant Agreement (Sint Maarten Hospital Resiliency and Preparedness Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as administrator of Sint Maarten: Hurricane Irma Reconstruction, Recovery and Resilience Trust Fund and SINT MAARTEN MEDICAL CENTER FOUNDATION GRANT NUMBER TF0A8176 SINT MAARTEN: HURRICANE IRMA RECONSTRUCTION, RECOVERY AND RESILIENCE GRANT AGREEMENT TRUST FUND AGREEMENT entered into between: INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (“World Bank”), acting as administrator of the Sint Maarten: Hurricane Irma Reconstruction, Recovery and Resilience Trust Fund; and SINT MAARTEN MEDICAL CENTER FOUNDATION (“SMMC” or “Recipient”). WHEREAS, the Government of the Netherlands (“Donor”) and the World Bank entered into an administration agreement in support of a trust fund for the Sint Maarten Hurricane Irma Reconstruction, Recovery and Resilience Program (“Trust Fund”); WHEREAS, in a letter dated June 6, 2018, the Prime Minster of Sint Maarten communicated to the World Bank its proposal for the World Bank to enter into a grant agreement with SMMC, as the recipient of a grant financed by the Trust Fund, in support of the Sint Maarten Hospital Resiliency and Preparedness Project, as said project is described in Schedule 1 of this Agreement (“Project”); and WHEREAS, on June 19, 2018, the Government of Sint Maarten, represented by its Minister of the Ministry of Public Health, Social Development and Labor (“VSA”), and the SMMC, represented by its Director, concluded a bilateral agreement, titled Agreement Trust Fund Sint Maarten General Hospital, that: (a) recognizes the Government of Sint Maarten’s authorization of SMMC to sign a grant agreement for a new hospital building following the approval of the Council of Ministers of Sint Maarten; (b) specifies the supervisory role of the Government of Sint Maarten, through its Minister of VSA, in the development of the new hospital building and specifically the Project; (c) provides authority to the Secretary General of VSA to appoint a member of the Supervisory Board; and (d) recognizes that the SMMC will use the grant only (i) for the development of the new hospital, (ii) to provide works necessary for the current hospital to provide essential services during the transition phase towards opening the new hospital, and (iii) the management of the Project. NOW THEREFORE, the Recipient and the World Bank hereby agree as follows: -2- Article I Standard Conditions; Definitions 1.01. The “Standard Conditions for Grants Made by the World Bank Out of Various Funds”, dated February 15, 2012 (“Standard Conditions”), 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 Standard Conditions or in this Agreement. Article II The Project 2.01. The Recipient declares its commitment to the objective of the project described in Schedule 1 to this Agreement (“Project”). To this end, the Recipient shall carry out the Project in accordance with the provisions of Article II of the Standard Conditions. 2.02. Without limitation upon the provisions of Section 2.01 of this Agreement, and except as the Recipient and the World Bank 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 III The Grant 3.01. The World Bank agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a grant in an amount not to exceed twenty- five million United States Dollars (USD 25,000,000) (“Grant”) to assist in financing the Project. 3.02. The Recipient may withdraw the proceeds of the Grant in accordance with Section IV of Schedule 2 to this Agreement. 3.03. The Grant is funded out of the abovementioned trust fund (“Trust Fund”) for which the World Bank receives periodic contributions from the Donor to the Trust Fund. In accordance with Section 3.02 of the Standard Conditions, the World Bank’s payment obligations in connection with this Agreement are limited to the amount of funds made available to it by the Donor under the Trust Fund, and the Recipient’s right to withdraw the Grant proceeds is subject to the availability of such funds. -3- Article IV Additional Remedies 4.01. The Additional Event of Suspension referred to in Section 4.02 (k) of the Standard Conditions consists of the following: (a) The articles of incorporation of the Recipient, or any other relevant instrument of establishment or registration, or any relevant legislation, governmental order, regulation or agreement, that (i) establishes the Recipient, (ii) enables it to function as a hospital, and/or (iii) impacts its ability to carry out any of its obligations under this Agreement, is introduced, amended, suspended, abrogated, repealed or waived so as, in the opinion of the World Bank, to affect materially and adversely the Recipient’s ability to perform any of its obligations under the Project. (b) (i) With respect to Part 1 of the Project, the agreement (“Co-financing Agreement”) between the Recipient and the Co-financiers providing for financing in an amount equivalent to ANG 145,000,000 to assist in the financing of Part 1 of the Project, has failed to become effective by January 15, 2019, or such later date as the World Bank has established by notice to the Recipient, for an amount of at least ANG 135,000,000 (“Co- financing”); provided, however, that the provisions of this paragraph shall not apply if the Recipient establishes to the satisfaction of the World Bank that adequate funds for Part 1 of the Project are available from other sources on terms and conditions consistent with its obligations under this Agreement. (ii) Subject to sub-paragraph (iii) of this paragraph: (A) the right to withdraw the proceeds of the Co-financing has been suspended, canceled or terminated in whole or in part, pursuant to the terms of the Co-financing Agreement; or (B) the Co-financing has become due and payable prior to its agreed maturity. (iii) Sub-paragraph (ii) of this paragraph shall not apply if the Recipient establishes to the satisfaction of the World Bank that: (A) such suspension, cancellation, termination or prematuring was not caused by the failure of the recipient of the Co-financing to perform any of its obligations under the Co-financing Agreement; and (B) adequate funds for Part 1 of the Project are available from other sources on terms and conditions consistent with the Recipient’s obligations under this Agreement. (c) The World Bank has determined after the Effective Date referred to in Section 5.03 of this Agreement that prior to such date but after the date of -4- this Agreement, an event has occurred that would have entitled the World Bank to suspend the Recipient's right to make withdrawals from the Grant Account if this Agreement had been effective on the date such event occurred. Article V Effectiveness; Termination 5.01. This Agreement shall not become effective until evidence satisfactory to the World Bank has been furnished to the World Bank that the conditions specified below have been satisfied. (a) The execution and delivery of this Agreement on behalf of the Recipient have been duly authorized or ratified by all necessary corporate and governmental action. (b) If the World Bank so requests, the condition of the Recipient, as represented or warranted to the World Bank at the date of this Agreement, has undergone no material adverse change after such date. 5.02. As part of the evidence to be furnished pursuant to Section 5.01 (a), the Recipient shall furnish to the World Bank an opinion satisfactory to the World Bank, of counsel acceptable to the World Bank, or if the World Bank so requests, a certificate satisfactory to the World Bank of a competent official of the Recipient, showing on behalf of the Recipient that this Agreement has been duly authorized by, and executed and delivered on behalf of, the Recipient and is legally binding upon the Recipient in accordance with its terms. 5.03. Except as the Recipient and the World Bank shall otherwise agree, this Agreement shall enter into effect on the date upon which the World Bank dispatches to the Recipient notice of its acceptance of the evidence required pursuant to Section 5.01 (“Effective Date”). If, before the Effective Date, any event has occurred which would have entitled the World Bank to suspend the right of the Recipient to make withdrawals from the Grant Account if this Agreement had been effective, the World Bank may postpone the dispatch of the notice referred to in this Section until such event (or events) has (or have) ceased to exist. 5.04. Termination for Failure to Become Effective. This Agreement and all obligations of the parties under it shall terminate if it has not entered into effect by the date ninety (90) days after the date of this Agreement, unless the World Bank, after consideration of the reasons for the delay, establishes a later date for the purpose of this Section. The World Bank shall promptly notify the Recipient of such later date. -5- Article VI Recipient’s Representative; Addresses 6.01. The Recipient’s Representative referred to in Section 7.02 of the Standard Conditions is its General Director. 6.02. The Recipient’s Address referred to in Section 7.01 of the Standard Conditions is: Sint Maarten Medical Center Foundation Welgelegen Road 30 Cay Hill Sint Maarten Facsimile: +1 721 543 0116 6.03. The World Bank’s Address referred to in Section 7.01 of the Standard Conditions 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) -6- INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT administrator of the Sint Maarten: Hurricane Reconstruction, Recovery and Resilience Trust Fund By _____________________________________ Authorized Representative Vickram Cuttaree Name: __________________________ acting Country Director Title: __________________________ 20-Aug-2018 Date: __________________________ SINT MAARTEN MEDICAL CENTER FOUNDATION By _____________________________________ Authorized Representative Mr. Kees Klarenbeek Name: __________________________ General Director Title: __________________________ 22-Aug-2018 Date: __________________________ -7- SCHEDULE 1 Project Description The objective of the Project is to improve the preparedness and capacity of hospital services in Sint Maarten. The Project consists of the following parts: Part 1. Building and launching of the new hospital Provision of support for the design update, construction, and launching of a new hospital facility, including: (a) updating the design of the new facility to withstand category 5 plus hurricane level winds; (b) construction of the new facility to the said redesigned requirements; (c) provision of medical and non-medical equipment and related training; and (d) provision of maintenance services. Part 2. Transition and Contingency Plan for Sint Maarten Medical Center (a) Provision of: (i) civil works for the rehabilitation and reinforcement of the existing hospital facility roof; and (ii) other civil works and equipment needed for the critical rehabilitation and upgrades of the existing hospital facility during the period of transition to the new facility, including, inter alia, (A) provision of an electric generator and generator care complex, a fire detection system, a water control plan, new storage for medical supplies, an access control system, a medical gas distribution, an information, communication and technology system, and link to fiber optic cables; (B) expansion of the dialysis capacity, and the care complex; (C) adjustment of the general facilities; (D) construction and relocation of support services building and the medical surgical ward; and (E) upgrading of the operating theater complex. (b) Provision of technical assistance to support the updating and implementation of clinical guidelines and quality control mechanisms and internal technical audits. (c) Establishment of arrangements with strategic partners, acceptable to the World Bank, for the provision of training of human resources. (d) Provision of support to the Recipient in its accreditation process with the Joint Commission International. -8- Part 3. Project Management Provision of equipment and Operating Costs needed for timely and efficient implementation of the Project, including the provision of experts in technical areas, and areas of procurement, financial management, disbursement, monitoring and evaluation, and environmental and social safeguards. -9- SCHEDULE 2 Project Execution Section I. Institutional and Other Arrangements A. Institutional Arrangements 1. Without limitation to the provisions of Article II of the Standard Conditions and except as the World Bank shall otherwise agree, the Recipient shall, as relevant, maintain throughout Project implementation, with composition, resources, terms of reference and functions acceptable to the World Bank, a Project management team to be responsible for: (a) the management, coordination and implementation of the Project, including the Project’s (i) technical, administrative, procurement, environmental and social safeguards, disbursement, and financial management, including financial and technical audits, (ii) community engagement and communications, and (iii) monitoring, reporting and evaluation responsibilities, as specified in the Project Operations Manual (“POM”); (b) the assurance of the proper application in the Project of the requirements, criteria, policies, procedures and organizational arrangements set forth in this Agreement, the POM, and Safeguard Instruments; and (c) coordination with the relevant ministries and agencies of the Government of Sint Maarten, including, specifically, the Ministry of Public Health, Social Development and Labor (“VSA”), the Sint Maarten Health and Social Insurance Fund (“SZV”), the Interim Recovery Committee, and the National Recovery Bureau, once established, in the preparation and implementation of the Project. 2. With respect to the Supervisory Board, and the Board of Directors, the Recipient shall ensure for each body: (a) the appointment of qualified representatives; (b) the appropriate participation by the appointed representatives; (c) the body’s efficient and effective functioning in accordance with the Recipient’s articles of incorporation then in effect. B. Project Operations Manual 1. By not later than thirty (30) days after the Effective Date, the Recipient shall have adopted the POM, in substance and form, and in a manner acceptable to the World Bank. - 10 - 2. The Recipient shall carry out the Project in accordance with the POM, which shall consist of different schedules setting forth rules, methods, guidelines, specific development plans, standard documents and procedures for the carrying out of the Project. The POM shall include, inter alia, provisions on the following: (a) the detailed description of all Project activities supported under this Agreement, their sequencing and the prospective timetable and benchmarks in relation thereto; (b) the parties responsible for carrying out the respective parts of the Project; (c) the detailed qualification and selection criteria and processes, as relevant, for the respective parts of the Project; (d) the safeguards arrangements, including the grievance redress mechanism, for the Project; (e) the financial management arrangements for the Project; (f) coordination arrangements between the relevant parties for the day-to-day execution of the Project; and (g) Project monitoring, evaluation, reporting, and communications. 3. The POM may not be assigned, amended, abrogated or waived, or permitted to be assigned, amended, abrogated or waived, or any provision thereof, in a manner which, in the opinion of the World Bank, may materially and adversely affect the implementation of the Project; the POM may only be amended in consultation with, and after approval of, the World Bank. In case of any conflict between the terms of the POM and those of this Agreement, the terms of this Agreement shall prevail. C. Annual Work Plan and Budget The Recipient shall: (a) prepare and furnish to the World Bank not later than October 1st of each year during the implementation of the Project, a proposed Annual Work Plan and Budget containing: (i) all activities to be carried out under the Project during the following year; (ii) a proposed financing plan for expenditures required for such activities, setting forth the proposed amounts and sources of financing; and (iii) any training activities that may be required under the Project including (A) the type of training, (B) the purpose of the training, and (C) the cost of the training; - 11 - (b) afford the World Bank a reasonable opportunity to exchange views with the Recipient on each such proposed Annual Work Plan and Budget, and shall thereafter ensure that the Project is implemented with due diligence during said following year, in accordance with such Annual Work Plan and Budget as shall have been approved by the World Bank; and (c) not make or allow to be made any change to the approved Annual Work Plan and Budget without the World Bank’s prior written approval. D. Safeguards 1. For Part 2 (a) (i) of the Project, the Recipient shall, to the satisfaction of the World Bank, ensure the carrying out of an Environmental and Social Safeguards Audit, showing that pertinent environmental and social safeguard standards and practices consistent the World Bank’s Safeguard Policies have been complied with for any activities under this Part of the Project for which retroactive financing is sought, and will continue to be complied with during said activities’ implementation; 2. By not later than fourteen (14) days after the Effective Date, the Recipient shall, following proper public consultations, adopt and publicly disclose an Environmental and Social Safeguards Due Diligence Checklist, to be applied by the Recipient for Part 2 (a) (ii) of the Project, in form and substance satisfactory to the World Bank. 3. With respect to the Environmental and Social Management Plan (“ESMP”) to be applied by the Recipient for Part 1 of the Project: (a) by not later than fourteen (14) days after (i) the Recipient’s approval of the final design for the civil works for the new hospital facility under Part 1 of the Project, or (ii) the Recipient’s receipt of the government permits for the said works, whichever is later, the Recipient shall furnish a draft ESMP to the World Bank for review; (b) by not later than fourteen (14) days after receiving the World Bank’s comments on the ESMP, the Recipient shall publicly disclose an updated draft ESMP on its website and for public comment and consultation, for a period and in a manner satisfactory to the World Bank; (c) by not later than fourteen (14) days after the end of the public comment period acceptable to the World Bank, noted in (b) above, the Recipient shall furnish to the World Bank for approval a final draft ESMP, incorporating, as appropriate, feedback resulting from said comments. (d) by not later than seven (7) days after the World Bank’s acceptance of the ESMP, the Recipient shall adopt and publicly disclose the final ESMP - 12 - through its website and by issuance of public notices, in form and substance satisfactory to the World Bank. 4. Following the Recipient’s adoption and public disclosure of the Environmental and Social Safeguards Due Diligence Checklist and the ESMP (collectively, “Safeguard Instruments”), the Recipient shall incorporate and thereafter maintain Safeguard Instruments in the POM, all to the satisfaction of the World Bank. 5. Without limitation to the provisions of Section 2.01 of the Standard Conditions, the Recipient shall carry out the Project in accordance with the provisions of the Safeguard Instruments, and to this end, shall maintain throughout Project implementation, dedicated staff to ensure the Project’s compliance with the Safeguard Instruments, all of which shall be acceptable to the World Bank. 6. Civil works under Part 1 and Part 2 (a) (ii) of the Project shall begin only after the requisite Safeguard Instruments have been prepared, properly consulted on, adopted and publicly disclosed. 7. In carrying out the Project, the Recipient shall ensure that the activities involve no land acquisition or Involuntary Resettlement, and shall immediately inform the World Bank of any circumstances that have arisen or that may arise concerning: (a) the Recipient’s legal possession of a proposed or selected site; or (b) the possibility of Involuntary Resettlement on a proposed or selected site, recognizing that no civil works related to the Project shall continue under such circumstances until arrangements to address such Involuntary Resettlement have been adopted and implemented by the Recipient, all to the satisfaction of the World Bank. 8. The Recipient shall ensure that: (a) any technical advice conveyed through technical assistance financed under this Agreement complies with the requirements of the relevant Safeguard Policies then in force; (b) all contractors carrying out the Project perform their work in accordance with the technical and environmental practices applicable to the Project, in accordance with the World Bank’s Safeguard Policies, and as set forth in the Safeguard Instruments, and under terms of reference and with qualifications and experience necessary to satisfactorily carry out the design and construction of the Project, and all of which shall be acceptable to the World Bank; and (c) any contracts for civil works under the Project include Codes of Conduct, for local and international contractors, their staff, guest workers, and laborers, in form and substance acceptable to the World Bank. 9. The Recipient shall ensure that the Safeguard Instruments, and any provision thereof, shall not be amended, suspended, abrogated, terminated or waived or permitted to be amended, suspended, abrogated, terminated or waived, except with the prior written consent of the World Bank. - 13 - 10. Not later than thirty (30) days following the Effective Date, the Recipient shall establish, and thereafter maintain and publicize throughout Project implementation, a Project feedback and grievance redress mechanism, in form and substance satisfactory to the World Bank, to hear and determine fairly and in good faith all feedback and complaints raised in relation to the Project, and take all measures necessary to implement the determinations made by said feedback and grievance redress mechanism, in a manner satisfactory to the World Bank. 11. The Recipient shall: (a) as soon as reasonably practicable, but no later than five (5) days after the occurrence of a Significant Event, inform the World Bank by any electronic means of the nature of the incident, accident, or circumstance and any effect or impact (whether on-site or off-site) resulting or likely to result there from; (b) as soon as reasonably practicable, but no later than thirty (30) days after such Significant Event, provide the World Bank with a summary report that includes a description of such Significant Event, and the measures, if any, that the Recipient is taking or plans to take to address such Significant Event and to prevent any future similar event; and (c) keep the World Bank informed of the on-going implementation of the said measures and plans. E. Anti-Corruption The Recipient shall ensure that the Project is carried out in accordance with the provisions of 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 and as of July 1, 2016 (“Anti-Corruption Guidelines”). Section II. Project Monitoring, Reporting and Evaluation A. Project Reports; Completion Report 1. The Recipient shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 2.06 of the Standard Conditions and on the basis of indicators acceptable to the World Bank. Each Project Report shall cover the period of one calendar semester, and shall be furnished to the World Bank not later than one month after the end of the period covered by such report. - 14 - 2. The Recipient shall prepare the Completion Report in accordance with the provisions of Section 2.06 of the Standard Conditions. The Completion Report shall be furnished to the World Bank not later than six months after the Closing Date. B. Financial Management; Financial Reports; Audits 1. The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.07 of the Standard Conditions. 2. The Recipient shall ensure that interim unaudited financial reports for the Project are prepared and furnished to the World Bank not later than forty-five (45) days after the end of each calendar quarter, covering the quarter, in form and substance satisfactory to the World Bank. 3. The Recipient shall have its Financial Statements for the Project audited in accordance with the provisions of Section 2.07 (b) of the Standard Conditions. The first audit shall cover the period of Project implementation through December 31, 2018. Each such audit of the Recipient’s Financial Statements thereafter shall cover the period of one fiscal year of the Recipient. The audited Financial Statements for each such period shall be furnished to the World Bank not later than six months after the end of such period. Section III. Procurement All goods, works, non-consulting services and consulting services required for the Project and to be financed out of the proceeds of the Grant shall be procured in accordance with the requirements set forth or referred to in the “World Bank Procurement Regulations for IPF Recipients” dated July 2016, revised November 2017 (“Procurement Regulations”), and the provisions of the Recipient’s procurement plan for the Project (“Procurement Plan”) dated August 1, 2018, provided for under Section IV of the Procurement Regulations, as the same may be updated from time to time in agreement with the World Bank. Section IV. Withdrawal of Grant Proceeds A. General 1. The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of: (a) Article III of the Standard Conditions; (b) this Section; and (c) such additional instructions as the World Bank may specify by notice to the Recipient (including the “Disbursement Guidelines for Investment Project Financing” dated February 2017, as revised from time to time by the World Bank and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the table in paragraph 2 below. - 15 - 2. The following table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Grant (“Category”), the allocations of the amounts of the Grant to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: Category Amount of the Grant Percentage of Allocated Expenditures to be (expressed in USD) Financed (inclusive of Taxes) (1) Goods, non-consulting 4,715,000 100% services, consulting services, Training and Operating Costs under the Project (2) Works under 300,000 100% Part 2 (a) (i) of the Project (3) Works under 4,485,000 100% Part 2 (a) (ii) of the Project (4) Works under Part 1 (b) 15,500,000 100% of the Project TOTAL AMOUNT 25,000,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made for payments made: (a) prior to the date of this Agreement, except that withdrawals up to an aggregate amount not to exceed $1,800,000 may be made for payments made prior to this date but on or after May 1, 2018, for Eligible Expenditures: (i) under Category (1); and (ii) under Category (2), following an Environmental and Social Safeguards Audit, satisfactory to the World Bank, showing that the pertinent obligations set forth in this Agreement, as applicable - 16 - to each Eligible Expenditure under this Category have been complied with, in accordance with Section I.D.1 of this Schedule 2; said requirement shall also apply to expenditures incurred under Category (2) on and after the date of this Agreement; (b) under Category (3), until the Environmental and Social Safeguards Due Diligence Checklist has been adopted, made public, and incorporated into the POM in accordance with Section I.D.2 of this Schedule 2; and (c) under Category (4), until: (i) the ESMP has been adopted, made public, and incorporated into the POM in accordance with Section I.D.3 of this Schedule 2, and (ii) all conditions precedent to the Co-financing Agreement’s effectiveness, or to the right of the Recipient to make withdrawals under it, have been fulfilled. 2. The Closing Date referred to in Section 3.06 (c) of the Standard Conditions is July 31, 2023. - 17 - APPENDIX Definitions 1. “ANG” means Netherlands Antillean Guilder, the lawful currency of Sint Maarten and Curaçao. 2. “Annual Work Plan and Budget” means the work plan and budget prepared annually by the Recipient and approved by the Association in accordance with Section I.C of Schedule 2 to this Agreement; “Annual Work Plans and Budgets” means more than one such Annual Work Plan and Budget. 3. “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 and as of July 1, 2016. 4. “Board of Directors” means the board of directors of the Recipient that is responsible for the daily management and decision making relating to the operation of the Recipient, or its legal successor or successors thereto. 5. “Codes of Conduct” means the codes of conduct referred to in Section I.D.8 (c) of Schedule 2, detailing, inter alia, measures and standards of professional conduct for people working on the Project, including with regard to preventing sexual harassment and responding to matters of violence (including gender-based violence, and violence against minors), and included in the Environmental and Social Management Plan and shared with workers and the community. 6. “Co-financiers” means the financial institutions and other lenders set forth in Schedule 1 of the Co-Financing Agreement, namely the following (and any replacement lender appropriately established pursuant to the terms of the Co- financing Agreement): (a) Fatum Life N.V.; (b) Stichting Pensioenfonds Fatum; (c) Algemeen Pensioenfonds van Curaçao; (d) Vidanova Pension Fund; (e) Vidanova Bank N.V.; (f) Foundation Pension Fund Isla Curaçao; (g) Algemeen Pensioenfonds Sint Maarten; (h) The Windward Islands Bank N.V.; and (i) Uitvoeringsorgaan Sociale-en Ziektekosten Verzekeringen. 7. “Co-financing” means, for purposes of paragraph 4.01 (b) of this Agreement, an amount of ANG 135,000,000 to be provided by the Co-financiers to assist in financing of the Project. 8. “Co-financing Agreement” means the agreement entered into on February 23, 2018, between the Recipient, the Co-financiers, and the National Investment Bank (N.A.) N.V., as facility agent and as security agent, providing for the Co-financing. - 18 - 9. “Donor” means the Government of the Netherlands. 10. “Environmental and Social Safeguards Due Diligence Checklist” means the safeguards instrument of the Recipient, to be applied in respect to all upgrades carried out under Part 2 (a) (ii) of the Project, that verifies that all environmental and social impacts and risks have been addressed in a manner acceptable to the World Bank. 11. “Environmental and Social Management Plan” or “ESMP” means the plan adopted by the Recipient, in respect of activities to be carried out by the Recipient under the Project; such plan defines the detailed measures to manage potential environmental and social risks and mitigate, reduce and/or offset adverse environmental and social impacts associated with the implementation of said activities under the Project, together with adequate institutional, monitoring and reporting arrangements capable of ensuring proper implementation of, and regular feedback on compliance with, its terms, as the same may be amended and supplemented from time to time. 12. “Environmental and Social Safeguards Audit” means an instrument to determine the nature and extent of environmental and social safeguard areas of concern and compliance at an existing facility and proposes and justifies appropriate measures to mitigate areas of concern, estimates the costs of the measures, and recommends a schedule for implementing them. 13. “Interim Recovery Committee” or “IRC” means the committee of the same name established under the Recipient’s Minister of General Affairs’ office, or any legal successor or successors thereto. 14. “Involuntary Resettlement” means: (a) the involuntary taking of land resulting in (i) relocation or loss of shelter, (ii) loss of assets or access to assets, and (iii) loss of income sources or means of livelihood, whether or not the affected persons 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 livelihoods of such person. 15. “Joint Commission International” means the standards-setting and accrediting body in health care in the United States, see https://www.jointcommissioninternational.org. 16. “Ministry of General Affairs” means the Recipient’s ministry of the same name or any legal successor or successors thereto. 17. “Ministry of Public Health, Social Development and Labor” or “VSA” means Volksgezondheid, Sociale Ontwikkeling en Arbeid, the Recipient’s ministry of the same name or any legal successor or successors thereto. - 19 - 18. “National Recovery Program Bureau” or “NRPB” means the bureau of the same name to be established by law through the Temporary National Ordinance on the National Recovery Program Bureau as an independent administrative agency of the Recipient, for the purpose of managing the Trust Fund and implementing projects financed under the Trust Fund, or any legal successor or successors thereto. 19. “Operating Costs” means reasonable incremental expenses directly incurred on account of the implementation, management, and monitoring of the projects carried out under the Trust Fund, including project audits, office supplies, publication of procurement notices, vehicle rental, office and equipment maintenance and repair, communication, translation and interpretation, travel and supervision costs, printing, publication fees, ownership of intellectual property rights, and other miscellaneous expenses directly associated with the Project and agreed between the World Bank and the Recipient. 20. “Procurement Plan” means the Recipient’s procurement plan for the Project, dated August 1, 2018, and provided for under Section IV of the Procurement Regulations, as the same may be updated from time to time in agreement with the World Bank. 21. “Procurement Regulations” means the “World Bank Procurement Regulations for Recipients under Investment Project Financing”, dated July 1, 2016. 22. “Project Operations Manual” or “POM” means the Project Operations Manual referred to in Section I.B of Schedule 2 to this Agreement, as the said manual may be amended from time to time with the prior written approval of the World Bank, and such term includes any schedules to the POM. 23. “Safeguard Instruments” means collectively the Environmental and Social Safeguards Due Diligence Checklist and the ESMP, and any ancillary safeguards instruments required, as needed, pursuant to the ESMP. 24. “Significant Event” means: (a) any significant social, labor, health and safety, security or environmental incident, accident, or circumstance involving the Project, including, without limitation, explosions, spills, and any workplace accidents that result in death, serious or multiple injury, material pollution, or any violent labor unrest or dispute between the Recipient or security forces (assigned to protect the Project) and local communities, or any case of gender-based violence or violence against minors; or (b) any other event or circumstance having, or which could reasonably be expected to have, a material adverse effect on the implementation or operation of the Project in accordance with the Safeguard Instruments. - 20 - 25. “Sint Maarten Health and Social Insurance Fund” or “SZV” means Sociale en Ziektekosten Verzekeringen, the social and health insurance implementing body, with an independent function, established pursuant to Sint Maarten’s Landsverordening Uitvoeringsorgaan Sociale en Ziektekosten Verzekeringen (National Ordinance Implementing Body for Social and Health Insurance). 26. “Sint Maarten Medical Center Foundation” or “SMMC” means the legal entity of the same name incorporated as a foundation under Sint Maarten law by its articles of incorporation registered with the Sint Maarten Chamber of Commerce under Registration Number 18738, and established by a national decree of the Government of Sint Maarten as the sole hospital facility on Sint Maarten, or its legal successor or successors thereto. 27. “Supervisory Board” means the supervisory board of the Recipient that is responsible for the supervision of the Recipient’s Board of Directors, including the approval of certain decisions concerning the Recipient, including in respect to the Recipient’s budget and organization, as set forth in the Recipient’s articles of incorporation. 28. “Standard Conditions” means the Standard Conditions for Grants Made by the World Bank Out of Various Funds, dated February 15, 2012. 29. “Trust Fund” means the Sint Maarten: Hurricane Irma Reconstruction, Recovery and Resilience Trust Fund. 30. “World Bank’s Safeguard Policies” means the World Bank’s operational policies and procedures set forth in the World Bank’s operational manual under Operational Policies and Bank Procedures 4.01, 4.04, 4.09. 4.10, 4.11, 4.12, 4.36, 4.37, 7.50, and 7.60, which are available at https://policies.worldbank.org.