Page 1 CONFORMED COPY TRUST FUND GRANT NUMBER 028322-SA Global Environment Facility Trust Fund Grant Agreement (Cape Peninsula Biodiversity Conservation Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as an Implementing Agency of the Global Environment Facility and WORLD WIDE FUND FOR NATURE - SOUTH AFRICA Dated March 2, 1998 GEF TRUST FUND GRANT NUMBER 028322- SA GLOBAL ENVIRONMENT FACILITY TRUST FUND GRANT AGREEMENT AGREEMENT, dated March 2, 1998, between INTERNATIONAL BANK FOR Page 2 RECONSTRUCTION AND DEVELOPMENT (the Bank), acting as an implementing agency of the Global Environment Facility (GEF) in respect of grant funds provided to the GEF Trust Fund by certain members of the Bank as participants of the GEF, and WORLD WIDE FUND FOR NATURE - SOUTH AFRICA (the Recipient) a corporate body established and operating under the laws of the Republic of South Africa (South Africa); WHEREAS (A) the Bank, pursuant to Resolution No. 91-5 of March 14, 1991 of the Executive Directors of the Bank, established the GEF to assist in the protection of the global environment and promote thereby environmentally sound and sustainable economic development; (B) following the restructuring of the GEF, such arrangements are continued in place on the basis set forth in Resolution No. 94-2 of May 24, 1994, of the Executive Directors of the Bank establishing the GEF Trust Fund; (C) the Recipient and South Africa having satisfied themselves as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, have requested assistance from the resources of the GEF Trust Fund in the financing of Parts B and C of the Project, and the Bank has determined that such assistance would be in accordance with the provisions of Resolution No. 94-2 referred to above; (D) South Africa, through its letter of even date herewith, has agreed that the resources of the GEF Trust Fund approved for the financing of Parts B and C of the Project be provided directly to the Recipient under the terms and conditions set forth in this Agreement and declaring, inter alia, that South Africa shall take all action necessary for the Recipient to carry out its obligations under this Agreement; (E) South Africa has also requested additional assistance from the resources of the GEF Trust Fund and by a GEF Trust Fund Grant Agreement of even date herewith, between the Bank and the South African National Parks (SANP) (the SANP GEF Trust Fund Grant Agreement), the Bank has agreed to make available to SANP, a GEF Trust Fund Grant in an amount equivalent to four million seven hundred thousand Special Drawing Rights (SDR 4,700,000) to assist in financing Part A of the Project on the terms and conditions set forth in such agreement; and WHEREAS the Bank has agreed on the basis, inter alia, of the foregoing, to extend the GEF Trust Fund Grant to the Recipient upon the terms and conditions set forth in this Agreement and the SANP GEF Trust Fund Grant 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 Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated January 1, 1985, with the modifications set forth in paragraph (b) of this Section (the General Conditions) constitute an integral part of this Page 3 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; (iv) Section 4.01 and the first sentence of Section 4.09; (v) Article V; (vi) Sections 6.01, 6.02, (c), (e), (f), (i) and (k), 6.03, 6.04 and 6.06; (vii) Section 8.01 (b); (viii) Sections 9.01 (a) and (c), 9.04, 9.05, 9.06, 9.07, 9.08 and 9.09; (ix) Sections 10.01, 10.03 and 10.04; and (x) Article XI; and (xi) Section 12.01 (c), 12.03 and 12.04. (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 Sections 2.01 (8) and 6.02 (f) thereof and the last use of such term in Section 5.01 thereof, means the Bank acting as an implementing agency of the GEF, except that in Section 6.02, the term “Bank” shall also include the Bank 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” and “loan”, wherever used in the General Conditions, means the GEF Trust Fund Grant; (vi) the term “Loan Account”, wherever used in the General Conditions, means the GEF Trust Fund Grant Account; Page 4 (vii) The second sentence of Section 5.01 is modified to read: “Except as the Bank and the Borrower shall otherwise agree, no withdrawals shall be made: (a) on account of expenditures in the territories of any country which is not a member of the Bank or for goods produced in, or services supplied from, such territories; or (b) for the purpose of any payment to persons or entities, or for any import of goods, if such payment or import, to the knowledge of the Bank, is prohibited by a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations.”; (viii) a new subparagraph is added after subparagraph (j) in Section 6.02 of the General Conditions, as follows: “an extraordinary situation shall have arisen in which any further disbursement under the GEF Trust Fund Grant would exceed the resources available for disbursement from the GEF.”; (ix) the first sentence of Section 10.01 is deleted; and (x) Section 10.04 is amended to read: “Any dispute arising out of or relating to this Agreement which is not settled by agreement of the parties shall be finally settled by arbitration in accordance with the UNCITRAL Arbitration Rules in force on the date of this Agreement. the place of Arbitration shall be Washington D.C. In the event of a conflict between the UNCITRAL arbitration rules and the terms of this Agreement, the terms of this Agreement shall govern.” Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in the Recitals to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) “Beneficiary” means any entity which proposes to carry out a Subproject and shall have entered into a Subproject Agreement with TMF (as hereinafter defined); (b) “Board of Trustees” means the Trustees for the TMF (as hereinafter defined) appointed pursuant to the Trust Deed; (c) “Cape Floral Kingdom” means the bio-geographical region, mainly located within the boundaries of the Western Cape Province of South Africa, which includes “fynbos” and allied ecosystems; (d) “CPNP” means the Cape Peninsula National Park, to be established by South Africa, pursuant to the National Parks Act, No. 57 of 1976 of South Africa, as provided for in Section 7.01 (a) of the SANP GEF Trust Fund Grant Agreement; (e) “Operational Manual” means the Operational Manual for the TMF (as hereinafter defined), to be adopted by the Board of Trustees for preparing, appraising, processing, approving, financing, implementing and monitoring Subprojects, and including, inter alia, the eligibility criteria for financing Subprojects using the proceeds of the GEF Trust Fund Page 5 Grant; (f) “PAG” means the Recipient’s Project Approval Group, comprised of staff, outside specialists and community representatives. (g) “Subproject” means a project, prepared and selected in accordance with the Operational Manual, and approved by PAG in accordance with the policies of the Board of Trustees, consisting of conservation activities in the Cape Peninsula and the Cape Floral Kingdom; (h) “Subproject Agreement” means the contractual agreement between the Recipient and the Beneficiaries; (i) “TMF” means the Table Mountain Fund established by the Recipient, pursuant to the Trust Deed (as hereinafter defined) referred to in Section 7.01 (b) of this Agreement, for conservation activities in the Cape Peninsula and the Cape Floral Kingdom; (j) “TMFCC” means the TMF Conservation Coordinator appointed by the Recipient, pursuant to paragraph 5 (a) of Schedule 4 to this Agreement to assist the Trustees of the TMF; and (k) “Trust Deed” means the deed referred to in Section 7.01 (b) of this Agreement establishing TMF executed in Cape Town, South Africa, pursuant to the Trust Property Control Act, No. 57 of 1988, of the laws of South Africa. ARTICLE II The GEF Trust Fund Grant Section 2.01. The Bank agrees to make available to the Recipient, on the terms and conditions set forth or referred to in this Agreement, the GEF Trust Fund Grant in an amount in various currencies equivalent to four million four hundred thousand Special Drawing Rights (SDR 4,400,000). Section 2.02. The amount of the GEF Trust Fund Grant may be withdrawn from the GEF Trust Fund Grant Account in accordance with the provisions of Schedule 1 to this Agreement for: (a) expenditures in respect of the contributions to be made to TMF’s capital fund, the investment income of which shall be used for the execution of Part C of the Project; and (b) expenditures made (or if the Bank shall so agree, to be made) in respect of the reasonable cost of services required for Part B of the Project and to be financed out the proceeds of the Grant. Section 2.03. The Closing Date shall be June 30, 2004, or such later date as the Bank shall establish. The Bank shall promptly notify the Recipient of such later date. ARTICLE III Execution of the Project Section 3.01. (a) The Recipient declares its commitment to the objectives of the Project Page 6 as set forth in Schedule 2 to this Agreement and, to this end, shall carry out Parts B and C of the Project with due diligence and efficiency, in conformity with appropriate financial and administrative practices, with due regard to ecological and environmental factors and consistent with the provisions of the Trust Deed, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without limitation upon the provisions of paragraph (a) of this Section and, except as the Recipient and the Bank shall otherwise agree, the Recipient shall carry out Parts B and C of the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. Section 3.02. Except as the Bank shall otherwise agree, procurement of the consultants’ services required for Parts B and C of the Project and to be financed out of the proceeds of the GEF Trust Fund Grant shall be governed by the provisions of Schedule 3 to this Agreement. Section 3.03. For the purposes of Section 9.08 of the General Conditions and without limitation thereto, the Recipient shall: (a) prepare, on the basis of guidelines acceptable to the Bank, and furnish to the Bank not later than six months after the Closing Date or such later date as may be agreed for this purpose between the Recipient and the Bank, a plan to ensure the sustainability of the Project; and (b) afford the Bank a reasonable opportunity to exchange views with the Recipient on said plan. ARTICLE IV Financial Conditions Section 4.01. (a) The Recipient shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of Parts B and C of the Project and to register separately the operations, resources and expenditures related to the Project. (b) The Recipient shall: (i) have the records and accounts referred to in paragraph (a) of this Section for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six 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 Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning said records and accounts and the audit thereof as the Bank shall from time to time Page 7 reasonably request. (c) For all expenditures with respect to which withdrawals from the GEF Trust Fund Grant Account were made on the basis of statements of expenditure, the Recipient shall: (i) maintain, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the GEF Trust Fund Grant Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank’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 operations, and otherwise conduct all its affairs, in accordance with sound professional, administrative, biodiversity protection, cultural, ecological, and financial principles and in accordance with appropriate safety, health and environmental standards, acceptable to the Bank, and at all times under the supervision of qualified and experienced management assisted by competent staff. Section 5.02. The Recipient shall take out and maintain with responsible insurers, or make other provisions acceptable to the Bank, 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 5.03. The Recipient shall promptly take all measures necessary to acquire, maintain, renew and otherwise exercise all rights, powers, privileges, registrations and franchises required for the proper conduct of its business and operations, and otherwise for its proper carrying out of all its obligations under this Agreement. Section 5.04. The Bank is not an agent of or trustee for the Recipient and shall not have any fiduciary duty toward, or relationship with, the Recipient. ARTICLE VI Remedies of the Bank Page 8 Section 6.01. Pursuant to Section 6.02 (k) of the General Conditions, the following additional events are specified. (a) South Africa or any other authority having jurisdiction over the Recipient shall have taken any action for the dissolution or disestablishment of the Recipient, or for the suspension of any of its operations so as to affect materially and adversely its ability to perform any of its obligations under this Agreement or otherwise carry out its respective parts of the Project, or any part thereof; (b) South Africa or any other authority shall have taken any action, including the enactment or issuance of legislation or regulations, which, in the opinion of the Bank, may adversely affect, prevent, or interfere with, the carrying out of Parts B and C of the Project or the performance by the Recipient of any of its obligations under this Agreement; (c) the Trust Property Control Act, No. 57 of 1988, shall have been amended, suspended, abrogated, repealed, or waived so as to affect materially and adversely the carrying out of Parts B and C of the Project, or any part thereof; (d) 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; (e) South Africa: (i) shall have been suspended from membership in or ceased to be a member of the Bank; or (ii) shall have ceased to be a member of the International Monetary Fund; or (f) the Trust Deed shall have been amended, suspended, abrogated, repealed, or waived so as to affect materially and adversely the ability of the Recipient to perform any of its obligations under this Agreement. ARTICLE VII Effectiveness, Termination Section 7.01. The following events are specified as additional conditions to the effectiveness of the GEF Trust Fund Grant within the meaning of Section 12.01 (c) of the General Conditions: (a) that all conditions precedent to the effectiveness of the SANP GEF Trust Fund Grant Agreement have been fulfilled, other than those related to the effectiveness of this Agreement; and (b) the Recipient has executed the Trust Deed. Section 7.02. The date ninety (90) days after the date of this Agreement is hereby specified for the purposes of Section 12.04 of the General Conditions. Section 7.03. This Agreement shall continue in effect until the GEF Trust Fund Grant has been fully disbursed and the parties to this Agreement have fulfilled all their obligations Page 9 hereunder. ARTICLE VIII Representatives of the Recipient; Addresses Section 8.01. The Chief Executive Officer of the Recipient is designated as representative of the Recipient for the purposes of Section 11.03 of the General Conditions. Section 8.02 The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Recipient: World Wide Fund For Nature - South Africa P.O. Box 456 116 Dorp Street Stellenbosch 7599 South Africa For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 248423 (MCI) Washington, D.C. 64145 (MCI) IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names in the District of Columbia, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT as an implementing agency of the Global Environment Facility By /s/ Callisto Madavo Page 10 Regional Vice President Africa WORLD WIDE FUND FOR NATURE - SOUTH AFRICA By /s/ Rodney Wagner Authorized Representative SCHEDULE 1 Withdrawal of the Proceeds of the GEF Trust Fund Grant 1. The table below sets forth the Categories of items to be financed out of the proceeds of the GEF Trust Fund Grant, the allocation of the amounts of the GEF Trust Fund Grant to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the GEF Trust Fund Grant Allocated % of (Expressed in Expenditures Category SDR Equivalent ) to be Financed (1) TMF 3,670,000 100% (2) Consultants’ 690,000 100% services (3) Incremental 40,000 100% operating costs TOTAL 4,400,000 2. For the purposes of this Schedule, the term “Incremental operating costs” means the incremental expenses incurred by the Recipient on account of the implementation of Part B of the Project, including management, monitoring and supervision costs, but excluding salaries of officials of the Recipient. 3. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expenditures prior to the date of this Agreement. 4. The Bank may require withdrawals from the GEF Trust Fund Grant Account to be made on the basis of statements of expenditure: (a) for consulting firms under contracts costing less than $100,000 equivalent; (b) for individual consultants costing less than $50,000 equivalent; and (c) for Incremental operating costs, all under such terms and conditions as the Bank shall specify by notice to the Recipient. 5. If the Bank shall have determined at any time that any payment made from the GEF Trust Fund Grant Account was used for any expenditure not consistent with the provisions of this Page 11 5. If the Bank shall have determined at any time that any payment made from the GEF Trust Fund Grant Account was used for any expenditure not consistent with the provisions of this Agreement, the Recipient shall, promptly upon notice from the Bank, refund to the Bank for deposit into the GEF Trust Fund Grant Account, an amount equal to the amount so used or the portion thereof as specified by the Bank. SCHEDULE 2 Description of the Project The objectives of the Project are to: (i) ensure the rehabilitation and sustainable conservation of the globally significant flora and related fauna of the Cape Peninsula, including surrounding marine ecosystems; and (ii) initiate strategic conservation planning and conservation activities for the entire Cape Floral Kingdom. The Project consists of the following parts, subject to such modifications thereof as the Recipient and the Bank may agree upon from time to time to achieve such objectives. Part A : Cape Peninsula National Park 1. Invasive Alien Plant Control Program Carrying out an integrated program to reduce the threat to indigenous biodiversity from invasive alien plants on the Cape Peninsula. 2. Environmental Education and Public Information (a) Upgrading of special education centers within the Cape Peninsula National Park to cater for visitors and members of neighboring communities, and initiating an outreach program to communities in the Cape Town Metropolitan area. (b) Carrying out a public information and communication campaign targeting primarily the population in the Cape Town Metropolitan area. 3. Fire Control and Management Strengthening the fire protection and fire management capacity of the Recipient in the Cape Peninsula National Park and adjacent areas. 4. Improved Tourist Infrastructure Maintenance of footpaths and roads and construction of minor gateways into the Cape Peninsula National Park. 5. Capacity Building (a) Training of laborers in entrepreneurial skills in order to promote independent small scale enterprises undertaking the clearing of alien species, footpath maintenance and other park-related tasks. (b) Provision of training for the Recipient’s staff to enable them to implement the Page 12 (b) Provision of training for the Recipient’s staff to enable them to implement the Project more efficiently. 6. Marine Protection Program Carrying out a study of the feasibility, with the related public consultation process, for incorporating the marine environment of the Cape Peninsula into the Cape Peninsula National Park, with the objective of maintaining marine biodiversity through reversing the over exploitation of certain species and combating general pollution threats. 7. Knowledge Management Upgrading and consolidation of the existing Environmental Information Systems of Cape Peninsula, implementing a system for Monitoring and Evaluation and carrying out applied studies aimed at strengthening Park management and operations. Part B : Strategic Planning for the Cape Floral Kingdom (CFK) Preparation of a strategic action plan and investment program for CFK. Part C: Table Mountain Fund Support for the sustainable management on the Cape Peninsula through financing, Subprojects designed to assist in the conservation of the biological diversity of the Cape Peninsula, adjacent areas and the Cape Floral Kingdom. * * * The Project is expected to be completed by December 31, 2003. SCHEDULE 3 Consultants’ Services Employment of Consultants Part A : General Consultants’ services shall be procured in accordance with the provisions of the Introduction and Section IV of the “Guidelines: Selection and Employment of Consultants by World Bank Borrowers” published by the Bank in January 1997 (the Consultant Guidelines) and the following provisions of Section II of this Schedule. Part B : Quality- and Cost-based Selection Except as otherwise provided in Part C of this Section, consultants’ services shall be Page 13 Except as otherwise provided in Part C of this Section, consultants’ services shall be procured under contracts awarded in accordance with the provisions of Section II of the Consultant Guidelines, paragraph 3 of Appendix 1 thereto, Appendix 2 thereto, and the provisions of paragraphs 3.13 through 3.18 thereof applicable to quality- and cost-based selection of consultants. Part C : Other Procedures for the Selection of Consultants 1. Single Source Selection Services for the marine and terrestrial biodiversity studies under Part B of the Project may, with the Bank’s prior agreement, be procured in accordance with the provisions of paragraphs 3.8 through 3.11 of the Consultant Guidelines. 2. Commercial Practices Services to assist Beneficiaries in carrying out Subprojects under Part C of the Project and estimated to cost less than $200,000 equivalent may be procured in accordance with commercial practices acceptable to the Bank. Part D : Review by the Bank of the Selection of Consultants 1. Selection Planning Prior to the issuance to consultants of any requests for proposals, the proposed plan for the selection of consultants under the Project shall be furnished to the Bank for its review and approval, in accordance with the provisions of paragraph 1 of Appendix 1 to the Consultant Guidelines. Selection of all consultants’ services shall be undertaken in accordance with such selection plan as shall have been approved by the Bank, and with the provisions of said paragraph 1. 2. Prior Review With respect to each contract for the employment of consulting firms estimated to cost the equivalent of $100,000 or more, the procedures set forth in paragraphs 1, 2 (other than the third subparagraph of paragraph 2 (a)) and 5 of Appendix 1 to the Consultant Guidelines shall apply. 3. Post Review With respect to each contract not governed by paragraph 1 of this Part, the procedures set forth in paragraph 4 of Appendix 1 to the Consultant Guidelines shall apply. SCHEDULE 4 Implementation Program 1. The Recipient shall: (a) maintain policies and procedures adequate to enable it to monitor and evaluate Page 14 (a) maintain policies and procedures adequate to enable it to monitor and evaluate on an ongoing basis, in accordance with indicators satisfactory to the Bank, the carrying out of the Project and the achievement of the objectives thereof; (b) prepare, under the terms of reference satisfactory to the Bank, and furnish to the Bank, on or about June 30, 2000, a report integrating the results of the monitoring and evaluation activities performed pursuant to paragraph (a) of this Section, on the progress achieved in the carrying out of the Project during the period preceding the date of said report and setting out the measures recommended to ensure the efficient carrying out of the Project and the achievement of the objectives thereof during the period following such date; and (c) review with the Bank, by September 30, 2000, or such later date as the Bank shall request, the report referred to in paragraph (b) of this Section and, thereafter, take all measures required to ensure the efficient completion of the Project and the achievement of the objectives thereof, based on the conclusions and recommendations of the said report and the Bank’s views on the matter. Part B of the Project: Strategic Planning for the Cape Floral Kingdom 2. (a) With respect to Part B of the Project, the Recipient shall work under the direction of the Cape Floral Kingdom Steering Committee, chaired by the Provincial Minister for Environment of the Western Cape Province, with representation from local authorities, academic institutions, including the University of Cape Town, non-governmental organizations and other institutions in the Western Cape Province. (b) The Steering Committee shall: (i) supervise the strategic planning process and ensure that it is carried out in accordance with the Schedule and within the agreed budget; (ii) periodically issue media statements on progress achieved; (iii) formulate policy as the need arises and make recommendations to the relevant authorities; and (iv) issue progress reports to the Bank. Part C of the Project : Table Mountain Fund 3. (a) The Board of Trustees shall be responsible for the operations and management of TMF. (b) Without limitation upon the generality of the foregoing, the Board of Trustees shall: (i) arrange for and oversee the investment of TMF’s capital; (ii) allocate the annual income based on proposals from appropriate Beneficiaries; (iii) monitor and periodically furnish to the Recipient and the Bank reports on the implementation of Part C of the Project and the accomplishment of its objectives; and (iv) meet at least once a year. 4. The Board of Trustees shall adopt a financial management strategy for the TMF and appoint an assets manager, all satisfactory to the Bank. 5. (a) The Recipient shall, by July 1, 1998, appoint the TMFCC, with qualifications and experience satisfactory to the Bank, to assist the Board of Trustees. (b) The TMFCC shall administratively handle all project proposals, which he will refer to PAG for approval. Page 15 6. Eligibility criteria for Subprojects No Subproject shall be eligible for financing out of the proceeds of the GEF Trust Fund Grant contributed to the TMF, unless the PAG has determined, in accordance with procedures and guidelines set forth in the Operational Manual, that the Subproject satisfies the eligibility criteria specified in detail in the Operational Manual, which shall include one of the following. The Subproject contributes to: (a) increased benefits to the global community arising from improved understanding of the area’s biodiversity assets; (b) the existence and/or enhancement of an integrated and fully implemented management system for the Cape Peninsula’s protected natural areas; (c) the increased availability and utilization of information systems useful to the conservation of the Cape Peninsula and all of its biological data; (d) increased awareness of an appreciation for the value of the Cape Peninsula’s natural areas amongst all communities and decision makers on, near or visiting the Cape Peninsula; (e) results in reductions in the intensity or levels of threats as listed in Red Data books published by IUCN for threatened species and hence contribute to reductions in the rates of local extinction’s and in the number of species classified as threatened with extinction; (f) the enhanced national and international status and level of protection of these natural areas; (g) an increase in areas free of invasion by alien species; (h) a reduction in the risk of unseasonable/unwanted wildfires; (i) a reduction in the area affected by environmentally inappropriate development and/or activities; (j) reductions in any negative effects on neighboring metropolitan areas; (k) a reduction in the negative environmental impacts of visitors to the Cape Peninsula’s natural areas; (l) the enhancement of an organization’s capacity to safeguard the integrity of the Peninsula Mountain Chain; (m) seeks to involve local communities in a meaningful and sustainable manner; or (n) addresses a high conservation priority which is not addressed by existing activities. 7. Terms and Conditions of Subproject Grants from the TMF Page 16 Each Subproject Grant shall be made pursuant to a Subproject Agreement, to be concluded between the TMF and the Beneficiary, under terms and conditions satisfactory to the Bank, which, inter alia , shall include the following: (a) that financing shall be on grant basis; (b) the obligation to carry out the activities to be financed out of the proceeds of the Subproject Grant in accordance with the Operational Manual, with due diligence and efficiency and in accordance with sound environmental, technical, financial and managerial standards; (c) the obligation to maintain adequate records to reflect, in accordance with sound accounting practices, the operations, resources and expenditures in respect of the Subproject Grant; (d) the requirement that; (i) the goods, works and services to be financed from the proceeds of the GEF Trust Fund Grant shall be procured in accordance with the procedures set forth in Schedule 3 to this Agreement and the Operational Manual; and (ii) such goods, works and services shall be used exclusively in the carrying out of the activities approved by the Recipient to be financed out of the proceeds of the Subproject Grant; (e) the right of the Recipient to inspect, by itself, or jointly with the Bank, if the Bank shall so request, the goods, works sites, plants and construction financed by the Subproject Grant, the operations thereof and any relevant records and documents; (f) the right of the Recipient to obtain all information as the Recipient of the Bank shall reasonably request regarding the administration, operations and financial conditions of the Beneficiary; and (g) the right of the Recipient to suspend or terminate the right of the Beneficiary to use the proceeds of the GEF Trust Fund Grant upon failure by the Beneficiary to perform any of its obligations under the Subproject Agreement. ANNEX TO SCHEDULE 4 Performance Indicators Narrative Summary Key Performance Indicators Monitoring and Supervision Critical Assumptions and Risks Project Development Objectives 1. Rehabilitate and maintain indigenous terrestrial flora and fauna on the Cape Peninsula and marine conservation in immediately surrounding areas 2. Development of a conservation Agreed strategic and investment Reports from SANP, the TMF and NGOs. Supervision visits Page 17 of which the Cape Peninsula forms a part Project Outputs (i) Enhanced knowledge about rational management of flora and fauna on and around the Peninsula (ii) Long-term financial revenue stream that can support sustainable conservation activities (iii) Political approval and funding of a strategic conservation plan Narrative Summary (i) M&E, EIS and study results utilized by park management (ii) Real rate of net returns from the TMF at least 7.5% on average (iii) Presentation of a strategic plan and investment program for the CFK Key Performance Indicators (i) Study reports and records of management decisions (ii) Financial management report and comparative financial return data from financial press (iii) Public strategic plan, records of approval and funding agreements Monitoring and Supervision (i) Management will have the resources to act on study proposals (ii) Successful investment of TMF capital (iii) External political events will not interfere with the finalization and implementation of the plan Critical Assumptions and Risks Project Components (i) Invasive alien species eradication (ii) Environmental education (iii) Knowledge management (iv) TMF management (v) CFK strategy development (i) At least 5 NGOs (including volunteer alien clearing partnerships) involved by year two and onwards (ii) Development of 30 customized resource programs for target audiences in adjacent communities by year 3 (iv) Selection of financial manager before grant effectiveness (v) Agreed strategic plan and (i) Annual reports from the Park authority, the TMF and NGOs. Supervisory consultations with NGOs and labor engaged in the conservation efforts (ii) As above plus beneficiary evaluations (iii) M&E reports, EIS outputs, study proposals, decision records and study reports (iv) Annual audits (v) Strategy document. Meetings with main (i & ii) Sustained NGO support for conservation activities (iii) Sufficient interest among academics and NGOs, and funding from the TMF (v) Consensus emerges on priorities and funding Page 18 identifying priority conservation areas and financing completed by the end of year 2 after effectiveness