V c.~f o~oa i /rte l17 ~~I~f GET GRANT NUER TV 02869$ GLOBAL ENVIRONMENT TRUST FUND GRANT AGREEMENT (Conservation of Priority Protected Areas Project - NIPA) between NGOs FOR INTEGRAL! D PROTECTED AREAS INCORPORATED and INTERNATIONAL HANK FOR RECONSTRUCTION AND DSVRLOPXMT acting as Trustee of the Global Ravironment Trust Fund Dated k" t1 , 1994 r^r7~ rI-IT . I ~ - 7nn',7 In 7,74 ?i'7 .T.K77'1 aM ;n'S'7)T QZT GRANT NUMBER Tp 028698 GLOBAL NNVIRONICENT TRUST FUND GRANT AGRSSIURT AGREEMENT, dated R &I 1994, between NGOs FGt INTEGRATED PROTECTED AREAS INCORPORATED (the "Recipient"), a n=-stock, non-profit, non-governmental organization organized and orating under the laws and regulations of the Republic of the Philippines, and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEIELOPMENT acting as Trustee (the "Trustee") of grant funds pa-Dvided by Participants of the Global Environment Facility into the Global Environment Trust Fund (the "GET") . WHEREAS (A) : The International Bank for Reconstruction and De-relopment (the "Bank") pursuant to Resolution No . 91-5 of March 14,, 1991, of the Executive Directors of the Bank (the "Resolution"), established the Global Environment Facility consisting of the GET, Cct inancing Arrangements with the GET and the Ozone Projects Trust Fund, to assist in the protection of the global environment and promote thereby environmentally sound and sustainable economic de elopment ; WHEREAS (B) : Certain members of the Bank (the "Participants") ha-re provided resources by way of grant into the GET and the Participants have requested the Bank, and the Bank has agreed, to a&ninister such grant funds as Trustee, for the purposes of, and in arordance with, the provisions of the Resolution ; WHEREAS (C) : The Recipient and the Republic of the Philippines (t/se "Government"), having satisfied themselves as to the ,feasibility and priority of the Project described in Schedule 2 to thds Agreement, have requested assistance from the resources of the GET in the financing of the Project, and the Trustee ham determined that such assistance would be in accordance with the provisions of the Resolution ; WHEREAS (D) : The Government, through its letter to the Trustee dammed January 12, 1994, has agreed that part of the resources of the GET approved for the financing of the Project be provided directly tc the Recipient under the terms and conditions set forth in this Agreement ; WHEREAS (E) : The Trustee has received from the Government a Me-norandum of Agreement entered into between the Recipient and each of the Government's Department of Finance and Department of Erltrironment and Natural Resources (the "NIPA-DOP-DENR MOA"), dated Feoruary 22, 1994, declaring, in r alia, that there are no 7 CA n , i s fi, 74 N 7 .TT kT7') S(TN() .`17?T 2 i ediments under the laws of the Republic of the Philippines, and • at otherwise the Government shall take all action necessary, for t e Recipient to carry out its respective parts of the Project and p rform each of its obligations under this Agreement ; WHEREAS (F) : By a Global Environment Trust Fond Grant reement of even date herewith (the "Government Grant Agreement"), b tween the Trustee and the Government, the Trustee has agreed to e available to the Government a GET grant in an amount equivalent two million thirty-one thousand Special Drawing Rights ( R 2, 031, 000) (the "Government Grant") to assist in financing part • the Project on the terms and conditions set forth in the • vernment Grant Agreement, but only on condition that the • ernment agree to undertake certain obligations in respect of the 6 • ligations of the Recipient under this Agreement, and otherwise ertake its obligations under the Government Grant Agreement ; WHEREAS (G) : The Recipient, in consideration of the Trustee s ering into the Government Grant Agreement with the Government, agreed to undertake the obligations set forth in this Agreement ; WHEREAS (H) : The Trustee has agreed, on the basis, inter aj,&a, the foregoing, to extend a GET grant (the "GET Grant") to the R ipient upon the terms and conditions set forth in this Agreement . NOW THEREFORE the parties hereto hereby agree as follows ; ARTICLE I General Conditions : Definitions Section 1 .01 . (a) The following provisions of the General C ditions Applicable to Loan and Guarantee Agreements of the Bank, d ed January 1, 1985, with the modifications set forth in paragraph of this Section (the "General Conditions") constitute an egral part of this Agreement : (i) Article I ; (ii) Sections 2 .01 (1), (2), (3), (4), (6), (8), (9), (10), (11), (15), (18) and (20), 2 .02 and 2 .03 ; (iii) Section 3 .01 ; r,nn • 7 ) Ci,7 .1k xTINa0 SC'dOD3'd C4'C77 C7 :TT T,nn7 7n •ffv7 .7 3 (iv) Section 4 .01 and the first sentence of Section 4 .09 ; (v) Article V ; (vi) Sections 6 .01, 6 .02 (a), (c), (e), (i) and (k), 6 .03, 6 .04 and 6 .06 ; (vii) Sections 9 .01 (a), 9 .04, 9 .05, 9 .06, 9 .07, 9 .08 and 9 .09 ; (viii) Sections 10 .01, with the first sentence thereof deleted, and 10 .03 ; and (ix) Article XI . (b) The General Conditions shall be modified as follows : (i) A new paragraph shall be added to the end of Section 2 .01 to read as follows : "the term "Special Drawing Rights" and the'symbol "SDR" mean special drawing rights as valued by the International Monetary Fund in accordance with its Articles of Agreement" ; (ii) The term "Bank", wherever used in the General Conditions, other than in Section 2 .01 (8) thereof and the last use of such term in Section 5 .01 thereof, means the Trustee except that, in Section 6 .02, the term *Bank" shall also include the international Bank for Reconstruction and Development acting in its own capacity ; (iii) The term "Borrower", wherever used in the General Conditions, means the Recipient ; (iv) The term "Loan Agreement", wherever used in the General Conditions, means this Agreement ; (v) The term "Loan", wherever used in the General Conditions, means the GET Grant ; (vi) The term "Loan Account", wherever used in the General Conditions, means the GET Grant Account ; and S00'a LgfiF# Id2INZO 2CE022'd 9 E9ZZ 97 :ii fien? .?n - ~;vw - 4 - (vii) In Section 6 .02, sub-paragraph (k) is re-lettered as sub-paragraph (1) and a new, sub-paragraph (k) is added to read as follows ; "An extraordinary situation shall have arisen in which any further withdrawals under the GET Grant would exceed the resources available for disbursement from the GET ." Section 1 .02 . wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General =onditions, in the preamble to this Agreement and in the Government 3rant Agreement have the respective meanings therein set forth, and the following additional terms have the following meanings : (a) "Beneficiary" means any L ocal indigenous person or :ommunity or local established resident of a Project Site (as such - erm is defined hereinafter), acting individually or as a group or C):rivate sector entityjwho proposes to carry out a Subproject and shall have entered into a Subgrant Agreement or Subloan Agreement (as such terms are defined hereinafter), and the term 'Beneficiaries" means, collectively, more than one Beneficiary ; (b) "Category • means a withdrawal category set forth in the :able in paragraph 1 of schedule 1 to this Agreement, and the term 'Categories" means each of said Category ; (c) "Charter" means, collectively, the following constituent _nstruments of the Recipient . the Articles of Incorporation of NGOs 'or Integrated Protected Areas, Inc ., dated December 9, 1993, as iled and registered with the Securities and Exchange Commission of he Government on December 14, 1993 (S .E .C . Reg . No . ANO93-005157), _nd the By-Laws of the NGOs For Integrated Protected Areas, Inc ., adopted on December 9, 1993, as filed and registered with the Iecurities and Exchange Commission of the Government on December 14, :993 (SEC Reg . No . ANO93-005157) ; (d) "DENR" means the Department of Environment and Natural Fesources of the Government, established pursuant to the Covernment's Executive Order No . 192 of 1987, and the term DENR ehall include any successor department or agency thereto ; (e) "DOF" means the Department of Finance of the Government, established pursuant to the Government's Executive Order No . 127, dated January 30, 1987 ; 0 nn "7 1 G 774 2i2ZN2 2GE02TH S£933 9 Z : TT tOOZ,ZO',d9 5 (f) "Fiscal Year" means the twelve (12)-month period corre .ponding to any of the Recipient's financial years, which period commences on January 1 and ends on December 31 'in each calendar year, and the term "Fiscal Years" means, collectively, each of slid Fiscal Year ; (g) "IPAF" means the Integrated Protected Areas Fund established under the NIPAS Law (as such term is defined hereinafter) ; (h) "IPAF Governing Board" means the governing board of the IPAF, established and operating pursuant to the DENR Administrative Order No . 56, Series of 1993, dated September 20, 1993 ; (1) "LBP" means the Land Bank of the Philippines, a finarial institution owned and controlled by the Government, established and operating pursuant to Republic Act No . 3844, dated AuguFt 8, 1963, AR amended to the date of this Agreement ; (j) "Management Plan" means the individual management plans to be prepared for the management and administration of each Project Site as a Protected Area, pursuant to the provisions of Section 3 .09. of tt is Agreement and Section 3 .03 (b) of the Government Grant Agreement, and as further referred to in Parts A (1), B (3) and C (3) cf the Project ; (k) "NIPA-LBP MOA" means the memorandum of agreement to be ente]ed into between the Recipient and LBP, pursuant to the prov_sions of Section 3 .03 of this Agreement ; (1) "NGOs" means non-governmental organizations ; (m) "NIPAS Law" means, collectively, the Government's Republic Act No . 7586, dated July 22, 1991 (otherwise known as the 'Taticnal Integrated Protected Arm System Act 2f 1992) and the DENR Admit istrative Order No . 25, Series of 1992•, dated June 29, 1992 (otherwise known as the National Integrated Protected Areas ptema (NIP1,S) ;1mplementinq Rules and Regulations;) ; (n) "eAMR" means the Protected Area Management Board of a Protected Area within the meaning of the NIPAS Law ; (o) "PCU" means the Project Coordination Unit to be established by DENR pursuant to the provisions of Section 3 .04 (a) LCC'd L 5 ~Z# IdELN30 sUEDOaE GESZZ 93 : O O z .ZC'~ - 6 - of the Government Grant Agreement and ref erred -to in Section 3 .04 of thii Agreement ; (p) "Performance Monitoring Plan" means the plan to be prepared jointly by the Recipient and DENR for monitoring the progress of Project implementation, pursuant to the provisions of Section 3 .08 of this Agreement and Section 3 .05 of the Government Grant Agreement ; (q) "Pesos" means the unit of currency of the Government ; (r) "Protected Area" means -an area of public land which has been designated by a law enacted by the Congress of the Government as % protected area constituting part of the Integrated Protected Are i System within the meaning of the NIPAS Law, and the term "Protected Areas" means, collectively, each of said Protected Area ; (a) "Project Sites" means, collectively, the following ten (10 sites within which the Project shall be carried out : Subic- Batlan Protected Area, Kitanglad Nature Park, Northern Sierra Madre Nat ire Park, Agusan Marsh wildlife Sanctuary, Mount Apo Nature Park, Moult Canlaon Nature Park, Siargao wildlife Sanctuary, Batanes Laniscapes and Seascapes, Turtle Island Nature Park and Apo Reef N(ar .n e Nature Park, and the term "Project Site" means any one of the Project Sites ; (t) "Special Account B" and "Special Account C" mean the acc=ts referred to in Section 2 .02 (b) of this Agreement, the term "Special "Accounts" means, collectively, Special Account B and Special Account C and the term "Special Account" means any one of the Special Accounts ; C (u) "Steering committee" means the National Integrated Protected Areas System Policy and Program Steering Committee, established and operating pursuant to the DENR Special order No . ., Series of 1992, dated October 12, 1992 ; 962. (v) "Subgrant" means a grant, equal to the equivalent of three hundred fifty Special Drawing Rights (SDR 350) or less per Bezm-ficiary, made or proposed to be made out of the proceeds of the GET Grant to an individual Beneficiary underr a Subgrant Agreement to finance the carrying out of a Subproject (as such terms are defined her inafter), and the term "Subgrants" means, collectively, each of sai- Subgrant ; 8 C0'a LS~Z# d3ZNZO sa'OD3'd 9£SZZ 9Z :TT ~OOZ,ZO -dVW (v "Subgrant Agreement 11 means the agreement to be entered into besween the Recipient and a Beneficiary or Beneficiaries in respect of a Subproject (as such term is defined hereinafter) to be finances by a Subgrant ; (_) "Subloan" means a loan, equal to the equivalent of one thousan I four hundred Special Drawing Rights (SDR 1, 400) or less per Beneficiary, made or proposed to be made out of the proceeds of the GET Grant to an individual Beneficiary under a Subloan Agreement to finance the carrying out of a Subproject (as such terms are defined hereina :ter), and the term "Subloans" means, collectively, each of said Su..loan ; (,•) "Subloan Agreement" means the agreement to be entered into b6tween the Recipient and a Beneficiary or Beneficiaries in respect of a Subproject (as such -term is defined hereinafter) to be financed by a Subloan ; Z) "Subproject" means a project, selected and prepared in accordance with the Subproject Guidelines (as such term is defined hereinafter), and approved by the Trustee or the IPAF Governing Board = a PAMB, as the case may be, in accordance with the provis :ens of this Agreement, consisting of investments and other non-degrading livelihood activities eligible under this Agreement which ;xpand employment opportunities and generate income without destroying or degrading the bio-diversity or ecological value of the Projec, Sites ; and (aa) "Subproject Guidelines" means the guidelines to be prepared by the Recipient and furnished to the Trustee for approval, pursuant to the provisions of Sections 3 .05 of this Agreement, and Sectic-L 3 .06 of the Government Grant Agreement, for preparing, appraising, processing, approving, financing, implementing and monitrring Subprojects, which Guidelines shall include, inter a the eligibility criteria for the financing of Subprojects under the GET Grant . i 600'd LS'Z# 21'3 ZN30 SQE0032i S£SZZ LZ : TT X007, 7 0 ~~iVN - 8 - ARTICLE It The GMT Grant Section 2 .01 . The . Trustee agrees to make available to the Recipient, on the terms and conditions set forth or referred to in tiia Agreement, the GET Grant in an amount in various currencies eluivalent to twelve million one hundred twenty-nine thousand Special Drawing Rights (SDR 12,129,000) . Section 2 .02 . (a) The amount of the GET Grant may be withdrawn from the GET Grant Account in accordance with the provisions of 24hedule 1 . to this Agreement for expenditures made (or, if the T : ustee shall so agree, to be made) in respect of the reasonable cc ac of goods and services required for carrying out the Project and t( be financed out of the proceeds of the GET Grant . -~ (b) The Recipient shall, for the,puxpo~s of the Parts 8 and CC of Project, open and maintain in do lays two (2) separate special Apoait accounts in LBP on terms and conditions acceptable to the Trustee, including appropriate .protection~gainst set-off, seizure oz` , attachment, to be known as SSpecial Accourit ) and Special Account 'c, respective,y. The Recipient may, additionally, open and maintain a sub-account under each special Account on terms and conditions I acceptable to the Trustee, including appropriate protection against set-off, . .,seizure gr .attachment . Deposits into, and payments out of, t1 Special Accounts and each sub-account shall be made in acordance with the provisions of Schedule- 4 to this Agreement . '5 Section 2 .03 . The Closing Date shall be June 30, 2002, or such lacer date as the Trustee shall establish . The Trustee shall pr-imptly notify the Recipient of such later date . Section 2 .04 . The Trustee shall not be obligated to make any pafment under this Agreement except to the extent it shall have re :eived funds for the purpose of the Project from the GET . ARTICLE III Execution of the Project Section 3 .01 . The Recipient declares its commitment to the ob ectives of the Project as met forth in Schedule 2 to this Agreement, and, to this end, shall carry out Parts B and C of the EELNgn gC'dOD3'i 5£SZZ 4 LZ :TI 5002iZ0''YI OT0'd LSJZ# 9 Proje ;t with due diligence and efficiency and in conformity with appro>riate administrative, bio-diversity protection, ecological, econoiic, financial and land conservation practices, and in accorlance with appropriate safety, health and environmental standards acceptable to the Trustee, and shall provide, promptly as neede1, the funds, facilities, services and other resources required for tie Project . Section 3 .02 . The Recipient shall at all times, until the completion of the Project, carry out Parts B and C of the Project under the general oversight and overall national coordination and monitoring of the Project by the DENR . Section 3 .03 . (a) The Recipient shall enter into a memorandum of agreement with LBP (the "NIPA-LBP MOA") for the provision of financial intermediation services by LDP in respect of the proceeds of the GET Grant allocated to Category (1) in respect of Part B (2) of thr Project, under terms and .conditions which shall have been appro-ed by the Trustee ; (b) Under the NIPA-LBP MOA, IBP shall be entitled to a fee in an amount equivalent to two percent (2%) of the' total amount of the Subgrant and Subloan disbursed under each corresponding Subgrant Agreement and Subloan Agreement, such fee to be paid out of the proceeds of the GET Grant in two installments as follows : (i) one- half (1/2) of the fee, corresponding to one percent (1t) of the SubgrLnt or Subloan amount, on the date of the signing of the corresponding Subgrant Agreement or Subloan Agreement ; and (ii) the remaiiing one-half (1/2) of the fee, corresponding' to one percent (1%) )f the Subgrant or Subloan amount, on the date of the last disbursement of the respective Subgrant or Subloan proceeds . In addit :on thereto, LBP shall also be entitled to collection fees equivalent to two percent (2%) of the total amount of each subloan collegted from its corresponding Beneficiary ; and I (c) The Recipient shall exercise its rights under the NIPA-LEP MOA is such manner so as to protect the interests of the Recipient and tae Trustee and to accomplish the purposes of the GET Grant, and, , xcept as the Trustee shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the NIPA-LBP MOA, or any provision thereof . Section 3 .04 . (a) The Recipient shall, jointly with DENR, maintain until completion of the Project the Project Coordination Unit the "PCU") with membership, functions and terms of reference ITO'd Lstz# '33IN32 SQit0D3d 5 £5ZZ LZ-II V00Z .Z0'd`N - 10 - which shall be at all times acceptable to the Trustee . The PCU shall be headed by qualified management, acceptable to the Trustee, and shall be staffed by qualified personnel (including representatives of the Recipient and the Government) in adequate numbers ; (b) The PCU shall be vested at all times with such responsibilities, funds, staff and other requisite resources (including, without limitation, a Recipient-DENR joint PCU Office) as shall be required to enable it to undertake the day-to-day supervision and coordination of the implementation of the Project ; and (c) The Recipient shall, jointly with DSMR, cause the PCU to pre7are, in accordance with guidelines acceptable to the Trustee, and furnish to the Trustee for information not later than April 30, July 31, October 31 and January 31 in each Fiscal Year a report on the progress of the Project and consolidated statements of Project expenditures and accounts referred to in Section 4 .01 (a) of this Agreement . Section 3 .05 . For the purposes of carrying out the Subprojects und.:r Part B (2) of the Project, the Recipient shall: (a) Make the necessary arrangements to ensure that the IPAF Governing Board shall review and approve proposals for the carrying out of Subprojects in accordance with the provisions of this Agreement and the Subproject Guidelines referred to hereinbelow ; (b) f Prepare r..ideer terms of reference acceptable to the Trustee, LSubproject Guid e setting forth the terms and con litions anT zelated erode res for identifying, appraising, contracting, processing, financing and monitoring the carrying out of ;ubprojects, which Guidelines shall include, inter alia, a model for-1 of the Subgrant Agreement and Subloan Agreement previously app-oved by the Trustee ; and (c) Take all necessary measures so as to ensure that the IPAF Gov:rninng Board promptly adopts the Subproject Guidelines, as app-oved by the Trustee, and otherwise takes all necessary measures for the proper application of said Guidelines, by both said Board and the Recipient, in respect of the carrying out of Subprojects und.r Part B (2) of the Project . Section 3 .06 . When submitting a Subproject to the Trustee or the IPAF Governing Board or the PAM, for approval of the Trustee Or ZTO •d LStZ# '3 SZNZD SU OOdx SEsZZ LZ :TT ~oaZ,za 'VN the IPAF Governing Board or the PAIR (as the case may be, pursuant to he provisions of this Agreement), the Recipient shall furnish a stardardized application, in form and substance acceptable to the Tru_5tee, containing : (a) an appraisal of the Subproject, and a description of the expenditures proposed to be financed out of the proceeds of the GET Grant ; (b) a detailed description demonstrating clearly the compliance of the Subproject with the eligibility crit_ria, procedures and requirements set forth in this Agreement and :he Subproject Guidelines ; and (c) any such other information as the Crustee or the IPAF Governing Board shall reasonably request in respect of such Subproject, or any matters related thereto . Section 3 .07 . (a) In respect of each S ant and Subloan, the Recipient shall enter into an agreement (tire "3ubgrant Agreement" or "Sub-oan Agreement", respectively) with each Beneficiary or Beneficiaries, under terms and tions acceptable to the Trustee, incliding those set forth in to this Agreement, providing SrX, 4 for :he transfer, on a grant bass or loan basis (as the case may be), of the proceeds of the GET Grant allocated to such Beneficiary's or Beneficiaries' Subproject and the obligation of the Beneficiary and Beneficiaries to carry out their respective Subp •e ject ; and (b) The Recipient shall exercise its rights under the Subgrant Agreement and Subloan Agreement in such a manner as to protect the irate eats of the Recipient, the Government and the Trustee and to accoiplish the purposes of the GET Grant, and, except as the Trustee steal : otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subgrant Agreement or Subloa$ Agreement, or any ]art thereof . Section 3 .08 . The Recipient shall : (a) Prepare, not later than April 1, 1995, jointly with DENR and (n the basis of terms of reference and performance indicators whict shall have been approved by the Trustee, and thereafter promptly implement jointly with DENR with due diligence and efficiency, a Performance Monitoring Plan for monitoring on a regular basis, iU~r alia, the progress achieved by both the Recipient and DENR in carrying out their respective parts of the Project and the extent to which the objectives of the Project have been realized ; (b) Prepare, jointly with DENR, and furnish to the Trustee, not loter than March 30 of each Fiscal Year, a report, in form and ETO'd L56Z# 3 'dZINR SC OOZE SESZZ LZ : TT tOOZ,ZO'EVIII substance acceptable to the Trustee, 'on the conclusions and ^ecommendations indicated by the monitoring and evaluation ,ctivities carried out under the Performance Monitoring Plan ; and (c) Afford the Trustee a reasonable opportunity to exchange -iews with both the Recipient and DENR on each report prepared Iursuant to Paragraph (b) hereinabove, and thereafter promptly take all corrective and remedial action as shall be required to conform :ts performance under the Project to said Plan, and as shall have teen otherwise recommended by the Trustee pursuant to the exchange cf views referred to hereinabove . Section 3 .09 . The Recipient shall prepare, jointly with DENR and on the basis of terms of reference acceptable to the Trustee and in accordance with the provisions of the NIPAS Law, an individual ranagement plan (the "Management Plan") for each Project site as a protected Area, which Management Plan shall, in respect of its carresponding Project Site, provide for, to Alfa, each of the following . the strategy for managing and administering the use, protection and permanent preservation of the condition of local natural resources ; habitat conservation and rehabilitation ; preparation and implementation of the annual operational programs and related budgets ; local community organization, representation aid coordination ; recognition and protection of -the customary rights ai4 the means of livelihood of indigenous cultural communities and other tenured residents . Section 3 .10 . The Recipient shall, not later than April 1, 1095, prepare a time-based action plan and related budgeting p 'ogramming, based on the procedures set, forth in the NIPAS Law, for tie delineation of the boundaries of the ancestral lands claims of t .e indigenous cultural communities and other tenured residents e astirig within each Project Site . Section 3 .11 . Except as the Trustee shall otherwise agree, p -ocurement of the goods, works and consultants' services required fkr the Project, and to be financed out of the proceeds of the GET Giant, shall be governed by the provisions of schedule 3 to this Ac reement . Id 2 INZO SU DD32i SESZZ BZ : TT ~OOZ,ZO'd'1W ~TO'd LStZ# 13 ARTICL$ IV Financial Covenants action 4 .01 . (a) The Recipient shall : (i) maintain records and se arate accounts adequate to reflect in accordance . with sound ace ing practices its operations, resources and expenditures in reaps of Parts B and C of the Project ; (ii) cause LBP under the NIPA- P MOA, and cause each Beneficiary under its respective Subgr t Agreement and 3ubloan Agreement, to maintain separate recor and accounts adequate to reflect in accordance with sound acco ing practices the operations,-resources and expenditures of LBP such Beneficiary in respect of each Subproject ; and (iii) take 1 action necessary to ensure that all of said expenditures and a ounts are consolidated on a quarterly basis for each Fiscal Year, d corresponding consolidated statements of expenditures are prepa d pursuant to the provisions of section 3 .04 (e) of this Agree nt . (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Trustee ; (ii) furnish to the Trustee as soon as available, but in any case not later than six (6) months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Trustee shall have reasonably requested ; and (iii) furnish to the Trustee such other information concerning said records and accounts and the audit thereof as the Trustee shall from time to time reasonably request . (c) For all expenditures with respect to which withdrawals he GET Grant Account were made on the basis of statements of iture, the Recipient shall : 5T0'd Lg z# 'daLN 2 o SCEOOS'd S£hZZ 8 TT 600Z,Z0"dVN - 14 - () maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and separate accounts reflecting such expenditures ; (ii) retain, until at least one (1) year after the . Trustee has received the audit report for the Fiscal Year in which the last withdrawal from the GET Grant Account was made,, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures ; (iii) enable the Trustee's representatives to examine such records ; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such Fiscal Year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals . ARTICLE V Other Covenants Section 5 .01 . The Recipient shall carry on its business and )perations, and otherwise conduct all its affairs, in accordance with sound professional, administrative, bio-diversity protection, ,ultural, ecological, economic, financial and land conservation )ractices, and in accordance with appropriate safety, health and ,nvironmental standards acceptable to the Trustee, and at all times -under the supervision of qualified and experienced management Lssisted by competent staff in adequate numbers . Section 5 .02 . The Recipient shall at all times operate and maintain its business, equipment and other property, and from time . .o time, promptly as needed, take all necessary remedial measures and make all necessary repairs thereof . Section 5 .03 . The Recipient shall take out and maintain with responsible insurers, or make other provision acceptable to the 9TO'd LG # 'daINZO sa'dOOs'd 15 Trruste5, for insurance against such risks and in such amounts as shall be consistent with reasonable practice to carry out its obligations under this Agreement . Section 5 .04 . The Recipient shall promptly take all measures necesmry to acquire, maintain, renew and otherwise exercise all rights, powers, privileges, registrations, and franchises required for th h proper conduct of its business and operations, and otherwise for i~s proper carrying out of all its obligations under this Agree rnt . section 5 .05 . The Recipient shall be responsible for dealing with M y claims arising out of, or resulting from this Agreement that m y be brought by third parties against the Trustee . The Recipient shall indemnify the Trustee against any costs, claims, damages or liabilities arising out of, or resulting from, any acts or omijsions of the Recipient under this Agreement . Section 5 .06 . The Trustee is not an agent of or trustee for the Recipient and shall not have any fiduciary duty toward, or relati,Anship with, the Recipient . Section 5 .07 . All goods (including, without limitation, vehicLs) purchased by the Recipient for the purposes of carrying out Pats B and C of the Project and paid for, in whole or in part, out of the proceeds of the GET Grant shall be deemed to be the property of the Government upon completion of the Project . At the end of each Fiscal Year, and upon the completion of the Project, or any termination or suspension thereof, the Recipient shall furnish to boti the Trustee and the Government information in the form of inventzries certified by the Recipient, in respect of these goods . Upon completion of the Project, or any termination or suspension thereof, the disposition of such goods by the Recipient shall-be in accordkknce with the instructions of the Government . ARTICLE VI Remedies of the Trustee Section 6 .01 . pursuant to section 6 .02 (1) of the General Conditions, the following additional events are specified ; (a) The Government or any other authority having juri9(Iction shall have taken any action for the dissolution or LTO'a LS'Z# d 3 INK SC O 2d S£SZZ SZ :TT VOOZ'ZO'2ffW - 16 - disestablishment of the Recipient, or for the suspension of any of i :s operations so as to affect materially and adversely its ability t~ perform any of its obligations under this Agreement or otherwise carry out its respective parts of the Project, or any part thereof ; (b) The Government or any other authority shall have taken aay action, including the enactment, or issuance of legislation or regulations, which, in the opinion of the Trustee, may adversely a . fact, prevent, or interfere with, the carrying out of the Project of the performance by the Recipient of any of its obligations under t1 is Agreement ; (c) The Charter shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the carrying out of the Project, or any part thereof ; (d) The NIPAS Law shall have been amended, suspended, abrogated, repealed or waived so •as to affect materially and adversely the carrying out of the Project, or any part thereof ; (e) The Government shall have failed to carry out any of its obligations under the Government Grant Agreement ; (f) Either the Recipient, DOF or DENR shall hays failed to carry out any of their respective obligations under the NIPA-DOF- DERR MOA ; (g) Either the Recipient or L3P shall have failed to carry ou' any of its respective obligations under the NIPA-LBP MOA ; (h) The Recipient shall have become unable to pay its debts as they mature or any action or proceeding shall have been taken by the Recipient or by others whereby any of the assets of the Recipient shall or may be distributed among its creditors ; or (i) The Government . U) shall have been suspended from men- ership in or ceased to be a member of the Bank ; or (ii) shall hav'3 ceased to be a member of the international monetary Fund . GT0'd LSbZ# ARTICLE VII g ffectiveae .a i Termination Section 7 .01 . The following events are specified as conditions to the effectiveness of this Agreement, namely : (a) That all conditions precedent to the effectiveness of the Government Grant Agreement have been fulfilled, other than those relat+d to the effectiveness of this Agreement ; and (b) That the NIPA-LBP MOA shall have been executed on behalf of the Recipient and LBP, pursuant to the provisions of Section 3 .02 0 of this Agreement, and said MOA shall have entered into effect in accordance with its terms and conditions . Section 7 .02 . This Agreement shall enter into effect on the date spon which the Trustee is satisfied the Agreement has been fully executed and that the effectiveness conditions set forth in Section 6 .01 hereinabove have been fulfilled fully, and upon receipt by the Trustee of evidence, acceptable to the Trustee, that : (i) this I greement has been duly authorized or ratified by, and executed and d_livered on behalf of, the Recipient and is legally binding upon he Recipient in accordance with its terms ; and (ii) the NIPA- LBP M .)A has been duly authorized or ratified by, and executed and delivered on behalf of, each of the Recipient LBP, and is legally binding upon each of them in accordance with its terms . Upon the Trustee's satisfaction as specified herein, the Trustee shall dispatch to the Recipient a notice declaring the effectiveness of 1 the Agreement . Section 7 .03 . This Agreement shall continue in effect until the CET Grant has been fully disbursed and the parties to this Agreement have fulfilled all their obligations hereunder . ARTICLE VIII Settlement of Disputes ; Arbitration Section 8 .01 . Any dispute arising out of, or relating to, this Agreement or the Government Grant Agreement which is not settled by agreement of the parties shall be finally settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force. The parties to such arbitration shall be the Trustee on the 6TO'd LSDZ# EZIN92 SQtidc3'd S£SZZ 6Z :TT fi 0 0 Z,ZO'~iVIt one side, and the Recipient and the Government on the other side . The arbitral tribunal shall consist of three (3) arbitrators . One arbitrator shall be appointed by the Trustee . A second arbitrator shall be appointed by the Recipient and the Government . The two arbitrators thus appointed shall choose the third arbitrator who will act as the presiding arbitrator of the arbitral tribunal . The place of arbitration shall be Washington, D .C ., United States of America,. In the event of a conflict between the IINCITRAL Arbitration Rules and the terms of this Agreement or of the Government Grant Agreement, the terms of those Agreements shall govern . ARTICLE IX Representative of the Recipient ; Addresses Section 9 .01 . The President of the Recipient is designated as representative of the Recipient for the purposes of Section 11 .03 of the General Conditions . Section 9 .02 . The following addresses are specified for the urposes of Section 11 .01 of the General Conditions : For the Recipient : NGOs For Integrated Protected Areas, Inc . Liberty Building 835 Pasay Road (3rd . Floor) Makati 1200, metro Manila Republic of the Philippines For the Trustee : International Bank for Reconstruction and Development 1818 H Street, N .W . Washington, D .C . 20433 United States of America Cable address : Telex : INTBAFRAD 197688 (TRT), Washington, D .C . 248423 (RCA), 64145 (WUI) or 82987 (FTCC) . IN WITNESS WHEREOF, the parties hereto, acting through their du y authorized representatives, have caused this Agreement to be s i . ed in their respective names in Manila, Republic of the Ph .lippines, as of the day and year first hereinabove written . INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT as Trustee of the Global Environment Trust Fund /,S1 By Regional vice President ~ East Asia and Pacific NGOs FOR INTEGRATED PROTECTED AREAS By /s/ 40 Abg4.., e. K4 Authorized Representative TZO'd LSDZ# 'dRINRO 2 GEOOR'd S~SZZ 6Z :TT VOGZ,ZO'EVK - 20 - SC~VLS t withdrawal of the Proceeds of the GET Grant -i . The table hereinbelow sets forth the Categories of items to be financed out of the proceeds of the GET Grant, the allocation of the amounts of the'GET Grant to each Category and the percentage of expenditures for items so to be financed in each Category : Amount of the GET Grant Allocated % of (Expressed in $DR Expenditures Catecrorv Equivalent) to be Financed, 1) Subgrants and 7,088,000 100$ of amounts Subloans under disbursed Part B of the Project 2) Technical assistance 5,041,000 100% services under Part C of the Project TOTAL 12,129,000 2 For the purposes of this Schedule : 4 (a) The term "foreign expenditures" means expenditures in the currency of any country other than that of the Recipient for goods or services supplied from the territory of any country other than t]„at of the Recipient ; and (b) The term "local expenditures" means expenditures in the ci rrency of the Recipient or for goods or services supplied from the territory of the Recipient . 3. Notwithstanding the provisions of paragraph 1 hereinabove, no withdrawals shall be made in respect of payments made for : 5£SZZ 6Z •T 600Z,Z0'~i¢Ld 'd2IINSD SQ2i0D 3di ZZO - d LSDZ# - 21 - (a) Expenditures prior to the date of this Agreement, except that withdrawals, in an aggregate amount not to exceed the equiva :ent of seventy thousand eight hundred Special Drawing Rights (SDR70,800), may be made on account of payments made for expenditures under Category (2) in respect of Part C (6) of the Projec' before that date but after December 1, 1993 ; (~) Expenditures under Categories (1) or (2) in respect of any Projec ; Site, after the aggregate of the proceeds of the GET Grant withdrtwn from the Grant Account shall have reached the . equivalent of six million Special Drawing Rights (SDR 6,000,000), except for any Project Site which shall have been designated a Protected Area, withinr the meaning of the NIPAS Law pursuant to the provisions of Section 3 .03 of the Government Grant Agreement, and the Trustee shall have received evidence thereof acceptable to the Trustee ; c) Expenditures under Category (1) in respect of Part B of the Proje't, unless the Trustee shall have received evidence, acceptable to th. Trustee, that , (i) the IPAF Governing Board shall have been appointed by the Steering committee, pursuant to the provisions of Secti )n 3 .07 (a) of the Government Grant Agreement ; and (ii) the IPAF 3overning Board shall have adopted the governing rules and regulations of the IPAF, pursuant to the provisions of Section 3 .07 (b) cd: the Government Grant Agreement ; and (iii) the Subproject Guidelines shall have been issued by the Recipient and duly adopted by the IPAF Governing Board, "pursuant to the provisions of Section 3 .05 of this Agreement and Section 3 .06 of the Government Grant Agree-nent, respectively ; (d) under a Subproject estimated to cost the equivalent of six thousand three hundred Special Drawing Rights (SDR 6,300) or less, unle s the PAMB has approved such Subproject ; (e) Under a Subproject estimated to cost more than the equivalent of six thousand three hundred Special Drawing Rights (SDR 6,30)) but less than the equivalent of thirty-five thousand four hundred Special Drawing Rights (SDR 35,400), unless the IPAF Governing Board has approved such Subproject ; (f) Under a subproject estimated to cost the equivalent of thirty-five thousand four hundred Special Drawing Rights (2DF 35,400) or more, unless the Trustee has approved such Subpxo j ect ; and £ZO'd LSDF# 'dszuso sadoo 3 d 9£SFF 6Z :i VOOz,20'xvw -22- (g) Under any Subproject, unless the respective 8ubgrant Ag-:eement or Subloan Agreement has been entered into between the parties thereto in form and substance acceptable to the Trustee . 4. The Trustee may require withdrawals from the Grant Account to be made on the basis of statements of expenditure for expenditures under contracts for goods, works and services not exceeding the egxivalent of seventeen thousand seven hundred Special Drawing Rights (SDR 17,700), under such terms and conditions as the Trustee s1u11 specify by notice to the Recipient . 5 . Notwithstanding the provisions of Paragraph 1 hereinabove, if -~ Trustee shall have determined at any time that any payment made . tt- f=m the GET Grant Account was used for any expenditure not ceisistent with the provisions of this Agreement, the Recipient sts .ll, promptly upon notice from the Trustee, refund to the Trustee f x deposit into the GET Grant Account, an amount equal to the arnunt so used or the portion thereof as specified by the Trustee . bZO'd LS~Z# 'dZINSO SQ 2i0OT?i 5£53Z 0£ :TT POOZ,ZO'dvN - 23 - 8C88DUL8 2 Description of the Project The objectives of the Project are to .nter alias (i) have each Project Site designated as a Protected Area under the NIPAS Law ; (ii) protect the bio-diversity value and future sustainability of the Project Sites as Protected Areas ; (iii) integrate local indic enous communities and NGOs in the management and development of the rroject Sites as Protected Areas ; (iv) establish and protect the land tenure rights of indigenous cultural communities and long- estal lished residents of the Project Sites ; (v) develop a permanent fund : ng mechanism for the management, administration and development of the Project Sites as Protected Areas ; (vi) develop sustainable form: of livelihood and restorative activities which are consistent with the bio-diversity protection of the Project Sites as Protected Area: ; and (vii) strengthen the institutional capabilities of DENR and :he PCU to carry out their respective activities under the Pro j e ct . The Project consists of the following parts, subject to ouch modifications thereof as the Recipient and the Trustee may agree upon from time to time to achieve such objectives : Part A : $roiect Site Development 1 . Carrying out of a program of biodiversity protection for each Project Site, on the basis of the individual Management Plans referred to in Parts H (3) and C (3) hereinbelow, which program shal . include : (a) the regular physical security patrolling and insp .ction of the Project Sites ; and (b) educational and cultural orientation programs for visitors of the Project Sites ; 2 . 'Carrying out an infrastructure development program for each Protected Area, including access road rehabilitation, trail Construction and development of visitors facilities ; 3 . Construction of on-site housing, offices, dormitories, visi'or's centers, watchtowers and patrol cabins within each Protected Area ; 4. Provision of miscellaneous equipment and materials in respect of carrying out the foregoing, including utility vehicles, boats, horses, communications equipment, basic office equipment and furn .ture and power generators ; and I 5Z0'd LStZ# ' INS 2 SCE002'd 5£SZZ 0£ :TT ~00Z,Z0'tiZN 5 . Provision of technical assistance services to assist DENR in mapping and delineating the boundaries of each Project Site for the purpose of establishing said Site as a Protected Area . BartB : Resources Soc o-Economic Management Identifying, preparing, appraising and monitoring Subpr ects ping self-sustaining non-degrading alternative so ces of activities for local indigenous communities d other established residents of the Project Sit" d Protected Areas ; µms . 2 . Provision o rants -aridSubloane for the carrying out of Subproject n eco-tourism, agro-forestry, mariculture, aquaculture, conservation agriculture, handicrafts, processing, marketing and employment-generating infrastructure ; 3 . Preparing and carrying out an individual Management Plan for each Project site, for the purpose of establishing and maintaining it as a Protected Area, including the preparation of related occupant, tenure, and ancestral land surveys, ethnographic studies, and land use and environmental protection plans, resource management operations programs, financial budgeting, and restoration of degraded areas ; and 4. Carrying out of individual time-based action plans for the establishment, organization, staffing and operation of a PANS in each Protected area, including rental or construction, equipping, furnishing and staffing of a site management office . I P t Technical Assistance 1 . Provision of technical assistance to assist the Recipient in carrying out Parts B (1), (2) and (4) of the Project ; 2 . Provision of technical assistance services to the PCU to strengthen its capabilities for the day-to-day supervision of, and reportingg on, the implementation of the Project, including office rental or rehabilitation, office furnishing, provision of equipment, operations and travel coat ; 3. Provision of technical assistance services to assist the Recipient in preparing and carrying out an individual Management Plan for each Project Site as referred to in Part B (3) hereinabove, and monitoring the implementation of each of said Plan ; sa'do2ZE g£5ZZ 0£ : TT ~OOZ,ZO 'dVI 9Z 0 'd LG ~ Z# - 25 - 4. ?rovision of technical assistance services to each PAMB to strengthen its capabilities for : (i) managing and administering its corresponding Protected Area ; and (ii) preparing and consolidating the annual proposed budgets and work programs for each Protected Area ; 5. Provision of technical assistance services to the Steering Committee to assist it in identifying and selecting NGOs for the provi3ion of services referred to in Parts C (1), (2) and (3) of the Proje~t ; and ~ 4 . +J I '* 6 . Provision of technical assistance services(t)the Recipient to strergthen its organizational, managerial and administrative capabilities for coordinating the overall commencement of the Project . The Project is expected to be completed by December 31, 2001 . 1 LZO'd LS~Z# EasNI'D sa'doOaE SCgZZ Ot :TT fi002,FO"ddbd -26- BCRSDDL8 3 Procurement and Consultants' services pect,~on, I . procurement of Goods and Works Fart_ A . ZRternational Corn etitive Bidding 1. Except as provided in Part C hereof, goods and works shall be procured under contracts awarded in accordance with procedure® consistent with those set forth in Sections I and II of the "Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in May 1992 (the "Guidelines") . 2. For fixed-price contracts, the invitation to bid referred to in paragraph 2 .13 of the Guidelines shall provide that, when contract award is delayed beyond the original bid validity period, the successful bidder's bid price will be increased for each week of delay by two (2) pre-disclosed correction factors acceptable to the Trustee, one to be applied to all foreign currency components and the other to the local currency component of the bid price . Such an increase shall not be taken into account in the bid evaluation . 3 . In the procurement of goods and works in accordance with this Part A, the Recipient shall use or cause to be used the relevant standard bidding documents .issued by the Bank, with such modifications thereto as the Trustee shall have agreed to be necessary for the purposes of the Project . Where no relevant standard bidding documents have been issued by the Bank, the Recipient shall use or cause to be used standard bidding documents based on other internationally recognized standard forms agreed with the Trustee . Part B : Preference for Domestic Manufacturers in the procurement of goods in accordance with the procedures described in Part A .1 hereof, goods manufactured in the territory of the Recipient may be granted a margin of .preference in accordance with, and subject to, the provisions of paragraphs 2 .55 and 2 .56 of the Guidelines and paragraphs 1 through 4 of Appendix 2 thereto . SE ;ZZ 46 Zt ~OOZ ZO'~~~^i ~giM2~ saxo~~~ T, 7 -27- part C, : Other ProcurementProcedures, 1. Local Competitive Biddincr : Works estimated to cost more than the equivalent of fifty and dollars ($50,000) but less than the equivalent of two ad thousand dollars ($200,000) per contract, up to an aggregate t not to exceed the equivalent of two hundred forty thousand ra ($240,000), may be procured under contracts awarded on the of competitive bidding, advertised locally, in accordance with dures acceptable to the Trustee . Local Shopping : Goods estimated to cost less than the equivalent of fifty and dollars ($50,000) per contract, up to and aggregate amount :o exceed the equivalent of two hundred thousand dollars ,000), may be procured on the basis of comparison of price Lions obtained from at least three (3) suppliers or contractors ble under the Guidelines, in accordance with procedures table to the Trustee . Part D : Review by the Trustee of Procurement Decisions, 1. Review of invitations to bid and of proposed awards and cont acts : (a) With respect to (i) each contract awarded pursuant to the prow : sions of Part A hereof, (ii) the first contract awarded purse ant to the provisions of Part C (1) hereof, and (iii) each 1 cont doll : act estimated to cost the equivalent of one hundred thousand rs ($100,000) or more, the procedures set forth in paragraphs 2 anc 4 of Appendix 1. to the Guidelines shall apply . Where payments for i uch contract are to be made out of the Special Account, such proci duree shall be modified to ensure that the two (2) conformed copi4 s of the contract required to be furnished to the Trustee pure t to said paragraph 2 (d) shall be furnished to the Trustee prior to the making of the first payment out of the Special Account in ro spect of such contract . (b) With respect to each contract not governed by the prece ding paragraph, the procedures set forth in paragraphs 3 and 4 of A endix 1 to the Guidelines shall apply . Where payments for such coat . act are to be made out of the Special Account, said procedures 6Z 0 'd LSfZ# 2i2ZNS~ sa2ioasii SiSZZ OE : TT fi00Z,Z0 . 2IVIi 1 -28- shall be modified to ensure that the two (2) conformed copies of the contract together with the other information required to be furnished to the Trustee pursuant to said paragraph 3 shall be furnished to the Trustee as part of the evidence to be furnished pursuant to paragraph 4 of Schedule 4 to this Agreement . (c) The provisions of the preceding subparagraph (b) -shall not apply to contracts on account of which withdrawals from the GET Grant Account are to be made on the basis of statements of expenditure . 2. The figure of fifteen percent (15t) is hereby specified for purposes of paragraph 4 of Appendix z to the Guidelines . 'S'Etcti-on IT, . Amplovmezat of Consultants 1. All consultants' services shall be procured under contracts awarded to consultants : (A) whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Trustee ; and (B) who shall be selected in accordance with principles and procedures acceptable to the Trustee on the basis of the "Guidelines for the use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981 (the "Consultants Guidelines") . 2. For complex, time based-assignments, the Recipient shall employ or cause to be employed such consultants under contracts using the standard form of contract for consultant's services issued by the Bank, with such modifications as shall have been agreed by the Trustee . Where no relevant standard contract documents have been issued by the Bank, the Recipient shall use or cause to be used other standard forms agreed with the Trustee . 3. Notwithstanding the provisions of paragraph 1 of this Section, the provisions of the Consultants Guidelines requiring prior review by the Trustee, or approval of budgets, short lists, selection procedures, letters of invitation, proposals, evaluation reports and contracts, shall not apply to contracts with firms estimated to cost less than the equivalent of one hundred thousand dollars ($100,000) per contract, and to contracts with individuals estimated to cost less than the equivalent of fifty thousand dollars ($50,000) . However, this exception to prior review by the Trustee shall not apply to the terms of reference for such contracts nor to the employment of individuals, to single source selection of firms, to assignments of a critical nature as reasonably determined by the - 29 - Haak and to amendments of contracts raising the contract value to tY_ equivalent of one hundred thousand dollars ($100,000) or more per contract with firms and to the equivalent of .fifty thousand ddlars ($50,000) or more per 'contract with individuals . TEO ,a L56Z# 'dHZN 2 D sa'OD3d 5£GZZ T£ : TT ~OOZ .ZO''W - 30 - SC88DIIL8 . Terms and Conditions of Subgrants and Subloans Subgrants and Subloans shall be provided on terms whereby the Recipient shall obtain, through 'the corresponding Subgrant Agreements and Subloan Agreements, rights adequate to protect the interests of the Trustee, the Government and the Recipient, including the right to : (a) Require the Beneficiary to carry out and operate the Subproject with due diligence and efficiency and in accordance with sound technical, financial, managerial, environmental and ecological standards ; (b) Require that (i) the goods, works and consultants' services to be financed out of the proceeds of the GET Grant shall be procured~in accordance with the provisions of Schedule 3 to this Agreement ; and (ii) such goods, works and consultants' services shall be used exclusively in furtherance of the objectives of the Project ; (c) Require the Beneficiary to comply with the obligations set forth in Section 4 .01 of this Agreement! (d) Inspect, by itself or jointly with representatives of the Trustee, if the Trustee shall so request, the goods, works and .services included in the Subproject, the operation thereof and any relevant records and documents ; (e) Require that : (i) the Beneficiary shall take out and maintain with responsible insurers such insurance against such risks and in such amounts, as shall be consistent with sound business practices ; and (ii) without any limitation upon the foregoing, such insurance shall cover the hazards incident to the acquisition, transportation and delivery of goods financed out of the proceeds of the GET Grant to ld2JNgJ gQgpogE S£5ZZ T£ : Tt $OOZ,ZO'~~~ Z£0 'd Lh~Z# the place of use or installation, any indemnity thereunder to be made payable in a currency freely usable by the Beneficiary to replace or repair such goods ; (f) Obtain all such information as the Trustee shall . reasonably request relating to the foregoing and to the acninistration, operations and financial condition of the Bdaeficiary and to the benefits derived from the Subproject ; and (g) Suspend or terminate the right of the Beneficiary to the use of the proceeds of the GET Grant upon failure by the Beneficiary tt perform any of its obligations under the Subgrant Agreement or s Stbloan Agreement, as the case may be . EEO •d Lg~Z# ERINSD SCEOD 3 d S~SZZ T£ :TT ~ooZ .ZO •d vi - 32 - BCBSDQL$ 5 Special Account 1. For the purposes of this Schedule : (a) The-term °Eligible categories" means the Categories (1) and (2) set forth in the table in paragraph 1 of Schedule 1 to this Agreement ; (b) The term °Eligib e ditures" means expenditures in respect of the reasonable cost of goo s and se rvices required for the Project to be financed ut of the proceeds of tEZaGET Grant allocated from 1me to time to t e Eligible Categories in accordance ith the provisions of Schedul 1 to this Agreement and (c) The term "Author zed Allocation" means an amount equivalent to . (i) seven hun ed thousand Special Drawing Rights (SDR 700,000) for Special Acc unt B ; and five hundred thousand Special Drawing Rights (SDR 500 000) for Special Account C, all to -be withdrawn from the GET Gr t Account and deposited into the respective Special Account pur uant to paragraph 3 (a) of this Schedule . 2_ Payments out of the Specia Account and each sub-account shall be made exclusively for Eligible B~cpeaditures in accordance with the provisions of this Schedule . 3. After the Trustee has received evidence satisfactory to it that the Special Accounts have been duly opened, withdrawals of the Authorized Allocation and subsequent withdrawals to replenish the Special Accounts shall be made as follows : (a) For withdrawals of the Authorized Allocation, the Recipient shall furnish to the Trustee a request or requests for a deposit or deposits which do not exceed the aggregate amount of the Authorized Allocation . On the basis of such request or requests, the Trustee shall, on behalf of, the Recipient, withdraw from the GET Grant Account and deposit in the Special Accounts such amount or amounts as the Recipient shall have requested . (b) (i) For replenishment of the Special Accounts, the Recipient shall furnish to the Trustee requests for deposits into the Special Accounts at such intervals as the Trustee shall specify . ;ZSZZ ZZ : Z? VOOZ,'ZVdVN ' 1NaD 5a oDs'd ~cn d L~~Z# - 33 - (11) Prior to or at the time of each such request, the' Recipient shall furnish to the Trustee the . documents and other evidence required pursuant to paragraph 4 of this Schedule for the payment or payments in respect of which replenishment is requested . On the basis of each such request, the Trustee shall, on behalf of the Recipient, withdraw from the GET Grant Account and deposit into the Special Accounts such amount as the Recipient shall have requested and as shall have been shown by said documents and other evidence s to have been paid out of the Special Accounts or & .sub-account for Eligible Expenditures . All such deposits shall be withdrawn by the Trustee from the GET Grant Account under the respective Eligible Categories, and in the respective equivalent amounts, as shall have been justified by said documents and other evidence . 4, For each payment made by the Recipient out of the Special Accounts and each sub-account, the Recipient shall, at such time as tie Trustee shall reasonably request, furnish to the Trustee such documents and other evidence showing that such payment was made ecclusively for Eligible Expenditures . S, The provisions of paragraphs 3 and 4 of this Schedule, relating to the withdrawal of the Authorized Allocation and the replenishment of the Special Accounts, shall, apply, subject to such m ,difications and adjustments as maybe necessary or appropriate, to initial payments made into, and subsequent replenishments of, each .S sib-account by the Recipient ; provided, however, that the amount c)rresponding to the Authorized Allocation shall be determined, in respect of each sub-account, by agreement between the Borrower and t'ie Association . 6 Notwithstanding the provisions of paragraph 3 of this S ;hedule, the Trustee shall not be required to make further deposits iato the Special Accounts : (a) If, at any time, the Trustee shall have determined that a .l further withdrawals should be made by the Recipient directly f -'om the GET Grant Account in accordance with the provisions of A ticle V of the General Conditions and paragraph (a) of section 2 02 of this Agreement ; or 5£O'd LGPZ# ' 1 N3~ sadoosd 5£5zz T£ :TT ~OOZ,ZO •dvr'l - 34 - (b) Once the total unwithdrawn amount of the GET Grant allocated to the Eligible Categories, less the amount of any outstanding special commitment entered into by the Trustee pursuant to section 5 .02 of the General conditions with respect to the Project, shall equal the equivalent of twice the amount of the Authorized Allocation . Thereafter, withdrawal from the GET Grant Account of the remaining unwithdrawn amount of the GET Grant allocated to the Eligible Categories shall follow such procedures as the Trustee shall specify by notice to the Recipient . Such further withdrawals shall be made only after and to the extent that the Trustee shall have been satisfied that all such amounts remaining on deposit in the Special Accounts and each subaccount as of the date of such notice will be utilized in making payments for Eligible Expenditures . (a) If the Trustee shall have determined at any time that y payment out of a Special Account or a sub-account : (i) was made for an expenditure or in an` amount not eligible pursuant to paragraph 2 of this Schedule ; or (ii) was not justified by the evidence furnished to the Trustee, the Recipient shall, promptly upon rmtic .o_from the Trustee . (A) provide such additions evidence as the Trustee may request ; or (B) deposit into the said Special Account or the sub-account, as the case may be (or, if the Trustee shall so request, refund to the Trustee), an amount equal to the amount of such payment or the portion thereof not so eligible or justified . Unless the Trustee shall otherwise agree, no further deposit by the Trustee into the said special Account shall be made until the Recipient has provided such evidence or made such deposit or refund, as , the case may be . (b) If the Trustee shall have determined at any time that any amount outstanding in a Special Account or a sub-account will not be required to cover further payments for Eligible Expenditures, the Recipient shall, promptly upon notice from the Trustee, refund to the Trustee such outstanding amount . (c) The Recipient may, upon notice to the Trustee, refund to the Trustee all or any portion of the funds on deposit in a Special Account or any sub-account . (d) Refunds to the Trustee made pursuant to paragraphs 6 (a), (b) and (c) of this Schedule shall be credited to the GET Grant Account for subsequent withdrawal or for cancellation in accordance ~E1x 5£SZZ Z£=TT ~OOZiZQ * ' 1NSO SGE00S~I osn'd LS~Z# - 35 - th the relevant provisions of this Agreement, including the neral conditions, b LEO 'd LStz# 'dSLN 9GEODS~I s£gzz z£ It ~ooz,zo'dVN "The original is a PDF file with no Text. We were not able to OCR and extract the Text. Error:PDF01"