OFFICIAL DOCUMENTS LOAN NUMBER 8704-CN Project Agreement (Poyang Lake Basin Town Water Environment Management Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and JIANGXI PROVINCE Dated , 2017 LOAN NUMBER 8704-CN PROJECT AGREEMENT Agreement dated £ c , 2017, entered into between INTERNATIONAL BANK FOR RECONSTRUCTION - AND DEVELOPMENT ("Bank") and JIANGXI PROVINCE ("Project Implementing Entity") ("Project Agreement") in connection with the Loan Agreement ("Loan Agreement") of same date between PEOPLE'S REPUBLIC OF CHINA ("Borrower") and the Bank. The Bank and the Project Implementing Entity hereby agree as follows: ARTICLE I- GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to the Loan Agreement) . 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 Loan Agreement or the General Conditions. ARTICLE 11- PROJECT 2.01. The Project Implementing Entity declares its-commitment to the objectives of the Project. To this end, the Project Implementing Entity shall carry out the Project in accordance with the provisions of Article V of the General Conditions, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. 2.02. Without limitation upon thdeprovisions- of Section 2.01 of this Agreement, and except as the Bank and the Project Implementing Entity shall otherwise agree, the Project Implementing Entity shall carry out the Project in accordance with the provisions of the Schedule to this Agreement. ARTICLE III - REPRESENTATIVE; ADDRESSES 3.01. The Project Implementing Entity's Representative is its Governor or Vice Governor, or such other person or persons as said Governor shall designate in writing. 3.02. The Bank's Address is: International Bank for Reconstruction and Development 1818 1 Street, NW United States of America -2- Telex: Facsimile: 248423(MCI) or 1-202-477-6391 64145(MCI) 3.03. The Project Implementing Entity's Address is: 999 Wolong Road Jiangxi Provincial Administration Center, Hongutan New Area Nanchang Municipality Jiangxi Province People's Republic of China Facsimile: 88915485 AGREED at Beijing, People's Republic of China, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Autho Representative Name: 4ePn"' lyyl4 4 Title: JIANGXI PROVINCE By Authorized Representative Name e Title: -3- SCHEDULE Execution of the Project Section L Implementation Arrangements A. Institutional Arrangements In order to ensure the proper carrying out of the Project, the Project Implementing Entity shall maintain, and cause to be maintained, the following entities with composition, powers, functions, staffing, facilities and other resources satisfactory to the Bank: (a) a Provincial Project Steering Committee responsible for, inter alia, overall leadership, inter-agency coordination, policy direction and strategic guidance including providing guidance and coordination on important aspects of the overall Poyang Lake management and specifically, Project relatedissues; (b) a Provincial Project Management Office responsible for, inter alia, overall coordination,i management and supervision of the Project including management aid iriplmentation of social and environmental safeguards measures, preparation and consolidation of all Project reports, and procurement and financial management of the-Project; (c) an Expert Team at the provincial level comprising technical specialists in, inter alia, water environment management, waste water management, environmentalmonitoring and solid waste management and responsible for providing technical support to the Provincial Project Management Office in Project management and implementation; (d) a Project Leading Group for;each of the Project Counties headed by the County Mayor or Vice Mayor'and comprising various government line agencies to be responsible for guiding and coordinating important matters associated with Project development at the respective Project County; and (e) a County Project Management Office for each of the Project Counties, comprising officials and technical staff from all relevant local departments, and responsible for day-to-day management and implementation of the Project at the respective Project County. 2. Throughout the implementation of the Project, the Project Implementing Entity shall carry out the Project, and shal cause each Project County to carry out the Project, in accordance with the Project Implementation Plan in a manner that is satisfactory to the Bank. The Project Implementing Entity shall not amend, suspend, or waive -4- said Project Implementation Plan or any provision or schedule thereof, without the prior written agreement of the Bank. In the event of any inconsistency between the provisions of the Project Implementation Plan and those of this Agreement or the Loan Agreement, the provisions of this Agreement and the Loan Agreement shall prevail. 3. The Project Implementing Entity shall, and shall cause each County Project Management Office to: (a) prepare and furnish to the Bank by September 30 in each year, beginning in 2017, a draft Annual Work Plan for review and comment, summarizing the implementation progress of the Project for the said year and the Project activities to be undertaken in the following calendar year, including the proposed annual budget for the Project; (b) taking into account the Bank's comments, finalize and furnish to the Bank no later than November 30 in each year, beginning in 2017, the Annual Work Plan, satisfactory to the Bank and (c) thereafter ensure the implementation of the Project during the following calendar year in accordance with the Annual Work Plan agreed with the Bank and in a manner satisfactory to the Bank. The Project Implementing Entity shall not, and shall cause each County Project Management Office not to, amend, suspend, abrogate, or waive said Annual Work Plans or any provision thereof without the prior written agreement of the Bank. B. Anti-Corruption The Project Implementing Entity shall ensure that the Project is carried out in accordance with the,provisions of the Anti-Corruption Guidelines. C. Safeguards 1 . In carrying out the Project, the Project Implementing Entity shall, and shall cause each Project County to: (a) take all necessary actions to minimize to the extent possible any involuntary loss by persons of shelter, productive assets or access to productive assets or income or means of livelihood, temporarily or permanently, and the displacement of said people in the carrying out of the Project or any part thereof; and (b) where the acquisition of land or assets or the displacement of people is unavoidable, before initiating the implementation of any works which would result in such acquisition or displaceinent, make available to such people compensation and, 'as applicable, relocate and rehabilitate the Affected Persons in accordance with the Resettlement Action Plan and in a manner satisfactory to the Bank. -5- 2. The Project Implementing Entity shall implement, and shall cause each Project County to implement, the Safeguards Instruments in a manner and substance satisfactory to the Bank. Without limitation on the foregoing, the Project Implementing Entity shall ensure, and shall cause each Project County to ensure, that each contract for works under the Project includes the obligations of the work contractors and any sub-contractor to comply with the relevant provisions of the EMPs, as the case may be. 3. The Project Implementing Entity shall ensure, and cause each Project County to ensure, that all studies. aid technical assistance to be supported under the Project are carried out under terms of reference satisfactory to the Bank, and that such terms of reference are consistent with, and pay due attention to, the Bank's Safeguards Policies. 4. The Project Implementing Entity shall not, and shall cause each Project County not to, amend, suspend, or waive the Safeguards Instruments, or any provision thereof, without the prior written concurrence of the Bank. 5. The Project Implementing Entity shall maintain, and shall cause each Project County to maintain, policies and procedures adequate to enable them to monitor and evaluate the implementation of the Safeguards Instmments. 6. Without limitation to the provisions of paragraphs 1 through 5 of this Section I.C, or the provisions of Section II.A below, the:Project Implementing Entity shall take, and shall -cause each Project.County to take, all measures necessaiy on their part to regularly collect, compile and submit to the Bank, as part of the Project Reports, information on the status of compliance with the Safeguards Instrunents, giving details of: . (a) measures taken in furtherance thereof; (b) conditions, if any, which interfere-or threaten to interfere with the smooth implementation thereof; and (c) remedial measures taken or required to be taken to address such conditions. 7. In the event of -any inconsistency between the provisions of the Safeguards Instruments and.the provisions of this Agreement or the Loan Agreement, the provisions of this Agreement and the Loan Agreement shall prevail. -6- Section II. Project Monitoring, Reporting and Evaluation. A. Project Reports 1. The Project Implementing Entity shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 5.08 of the General Conditions and .on the basis of the indicators agreed with the Bank and set forth in Project Implementation Plan. Each Project Report shall cover the period of one calendar semester, and shall be furnished to the Bank not later than sixty (60) days after the end of the period covered by such report. 2. Without limitation to the provisions of paragraph A.1 above, the Project Implementing Entity shall: (a) prepare, under terms of reference satisfactory to the Bank, and furnish to the Bank no later than December 31, 2019, a consolidated mid-term review report for the Project, summarizing the results of the monitoring and evaluation activities carried out from the inception of the Project, and setting out the measures recommended to ensure the efficient completion of the Project and to further the objectives thereof; and (b) review with the Bank the mid-term report, on or about the date one month after its submission, and thereafter take all measures required to ensure the continued efficient implementation of the Project and the achievement of its objectives, based on the conclusions and recommendations of the said report and the Bank's views on the matter. B. Financial Management, Financial Reports and Audits 1. The Project Implementing Entity shall maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Project. 2. Without limitation on the provisions of Part A of this Section, the Project Implementing Entity shall prepare and furnish to the Bank as part of. the Project Report not later than sixty (60) days after the end of each calendar semester, interim unaudited financial reports for the Project covering the semester, in form and substance satisfactory to the Bank. 3. The Project Implementing Entity shall have its financial statements referred to above audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank. Each audit of these financial statements shall cover the period of one fiscal year of the Project Implementing Entity. The Project Implementing Entity shall ensure that the audited financial statements for each period shall be: (a) furnished to the Borrower and the Bank not later than six months after the end of the period; and (b) made publicly available in a timely fashion and in a manner acceptable to the Bank. -7- Section III. Procurement All goods, works and services required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the provisions of Section Im of Schedule 2 to the Loan Agreement.