ttp@1 21, 2022 The Honorable Camillo Gonsalves Minister of Finance, Economic Planning and Information Technology P.O. Box 608 Kingstown St. Vincent and the Grenadines Re: GEF Grant No. TF0B8353 SVG Coastal and Marine Ecosystems Management Strengthening Project Letter Agreement Excellency: In response to the request for financial assistance made on behalf ofthe Government of Saint Vincent and the Grenadines ("Recipient"), I am pleased to inform you that the International Bank for Reconstruction and Development/International Development Association ("Bank"), acting as implementing agency of the Global Environment Facility, proposes to extend to the Recipient a grant in an amount not to exceed three million six hundred andfifty two thousand nine hundred sixty eight United States Dollars (USD 3,652,968) ("Grant") on the tenns and conditions set forth or· referred to in this letter agreement ("Agreement"), which includes the attached Annex, to assist in the financing of the project described in the Annex ("Project"). This Grant is funded out of the abovementioned trust fund for which the Bank receives periodic contributions. In accordance with Section 3.02 ofthe Standard Conditions (as defined in the Annex to this Agreement), the Bank's payment obligations in connection with this Agreement are limited to the amount of funds made available to it under the abovementioned trust fund, and the Recipient's right to withdraw the Grant proceeds is subject to the availability of such funds. The Recipient represents, by confirming its agreement below, that it is authorized to enter into this Agreement and to carry out the Project in accordance with the tenns and conditions set forth or referred to in this Agreement. 1818 H Street NW • Washington, DC 20433 USA -2- Please confirm the Recipient's agreement to the foregoing by having an authorized official of the Recipient sign and date this Agreement, and returning one duly executed copy to the Bank. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT/INTERNATIONAL DEVELOPMENT ASSOCIATION AGREED: SAINT VINCENT AND THE GRENADINES - #;= Authorized Representative 6or4E 4gs c Nae roe Ho/F c Date 0@/21/2z Enclosures: (1) "International Bank for Reconstruction and Development and International Development Association Standard Conditions for Grant Financing Made by the Bank out of Trust Funds" dated February 25, 2019 (2) Disbursement and Financial Information Letter of the same date as this Agreement, together with the "Disbursement Guidelines for Investment Project Financing", dated February 2017 -3- GEF Grant No. TF0B8353 ANNEX Article I Standard Conditions; Definitions 1.01. Standard Conditions. The Standard Conditions (as defined in Section 1.02 below) constitute an integral part of this Agreement. 1.02. Definitions. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the Standard Conditions or in this Section: (a) "Anti-Corruption Guidelines" means, for purposes of paragraph 2 of the Appendix to the Standard Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006, and revised in January, 2011, and as of July 1, 2016. (b) "Category" means a category set forth in the table in Section 3.01 of this Agreement. (c) "Environmental and Social Commitment Plan" or "ESCP" means the environmental and social commitment plan for the Project, dated March 01, 2022, as the same may be amended from time to time in accordance with the provisions· thereof, which sets out the material measures and actions that the Recipient shall carry out or cause to be carried out to address the potential environmental and social risks and impacts of the Project, including the timeframes of the actions and measures, institutional, staffing, training, monitoring and reporting arrangements, and any environmental and social instruments to be prepared thereunder. (d) "Environmental and Social Standards" or "ESSs" means, collectively: (i) "Environmental and Social Standard 1: Assessment and Management of Environmental and Social Risks and Impacts"; (ii) "Environmental and Social Standard 2: Labor and Working Conditions"; (iii) "Environmental and Social Standard 3: Resource Efficiency and Pollution Prevention and Management"; (iv) "Environmental and Social Standard 4: Community Health and Safety"; (v)"Environmental and Social Standard 5: Land Acquisition, Restrictions on Land Use and Involuntary Resettlement"; (vi) "Environmental and Social Standard 6: Biodiversity Conservation and Sustainable Management of Living Natural Resources"; (vii) "Environmental and Social Standard 7: Indigenous Peoples/Sub-Saharan Historically Underserved Traditional Local Communities"; (viii) "Environmental and Social Standard 8: Cultural Heritage"; (ix) "Environmental and Social Standard 9: . Financial Intermediaries"; () "Environmental and Social Standard 10: Stakeholder Engagement and Information Disclosure"; effective on October 1, 2018, as published by the Bank. (e) "MoFEP" means the Recipient's Ministry of Finance, Economic Planning and Information Technology. (f) "MoNM" means the Recipient's Ministry of National Mobilisation, Social Development, Family, Gender Affairs, Youth, Housing and Informal Human Settlement. (g) "MoTCASDC" means the Recipient's Ministry of Tourism, Civil Aviation, Sustainable Development & Culture. -4- (h) "NEDIP" means the Recipient's National Environmental Data and Information Platform and will be a publicly available web platform that consolidates existing data from relevant Recipient entities and could eventually include data from non-governmental organizations, private sector, and communities. (i) "NGO" means non-governmental organization and refers to different types of civil society organizations that (i) are duly registered pursuant to the Recipient's legal framework, (ii) have legal capacity to contract, and (iii) the Bank may deem eligible to receive Sub-Grants under Section 2.0l(g), Part 2 of the Agreement. @) "NOCC" means the Recipient's National Oceans Coordinating Committee and refers to a body chaired by the MoTCASDC's Permanent Secretary and mandated to provide advice to the Recipient on the NOPSAP's implementation, as well as on broader aspects of ocean governance. (k) "NOPSAP" means the Recipient's National· Oceans Policy and Strategic Action Plan, approved on July 18, 2018 and revised on July 21, 2021, and refers to an integrated governance framework, for the period from 2020 to 2035, to manage and optimize the economic contribution and environmental benefits of coastal and marine space and resources. (1) "Operating Costs" means reasonable costs, as shall have been approved by the Bank, for the incremental expenses incurred on account of Project implementation, consisting of, inter alia, communication costs, office supplies and maintenance, equipment maintenance, utilities, document duplication/printing, consumables, vehicle operation and maintenance, bank fees, travel cost and per diem for Project staff for travel linked to the implementation of the Project, (but excluding consulting services and salaries of officials of the Recipient's civil service), all as approved by the Bank. (m) "Personal Data" means any information relating to an identified or identifiable individual. An identifiable individual is one who can be identified by reasonable means, directly or indirectly, by reference to an attribute or combination of attributes within the data, or combination of the data with other available information. Attributes that can be used to identify an identifiable individual include, but are not limited to, name, identification number, location data, online identifier, metadata and factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of an individual. (n) "PIU" means the Project Implementing Unit within MoTCASDC. (o) "POM" means Project Operational Manual. (p) "Procurement Regulations" means, for purposes of paragraph 20 of the Appendix to the Standard Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated November 2020. (q) "PSIPMU" means the Public Sector Investment Programme Management Unit within MoFEP. (r) "Signature Date" means the later of the two dates on which the Recipient and the Bank signed this Agreement. -5- (s) "Sub-Grant" means any grant to be provided by the Recipient to an eligible NGO, as set forth in this Agreement and the POM, under Section 2.0l(g), Part 2 of the Agreement. (t) "Sub-Grant Agreement" means an agreement entered into between the Recipient and an NGO for the purposes of disbursing a Sub-Grant under Section 2.0l(g), Part 2 of the Agreement. (u) "SDU" means the Sustainable Development Unit within MoTCASDC. (v) "Standard Conditions" means the "International Bank for Reconstruction and Development and International Development Association Standard Conditions for Grant Financing Made by the Bank out of Trust Funds", dated February 25, 2019. (w) "TAG" means Technical Advisory Group. (x) "Trainings" means the reasonable costs associated with training under the Project, as agreed between the Recipient through MoTCASDC, and the Bank, and attributable to study tours, training courses, seminars, workshops and other training activities, not included under service providers' contracts, including costs of training materials, space and equipment rental, travel, accommodation and per diem costs of trainees and trainers, trainers' fees, and other training related miscellaneous costs. Article II Project Execution 2.01. Project Objectives and Description. The objective of the Project is to strengthen the management of coastal and marine ecosystems ofthe Recipient. The Project consists ofthe following parts: Part 1 Institutionalizing Coastal and Marine Ecosystem Management Strengthen the Recipient's, and especially the NOCC's, institutional capacity to implement the NOPSAP and manage marine coastal ecosystems by inter alia (a) conducting an assessment of the applicable institutional and legal framework to assess roles and responsibilities, as well as enforcement capacity of key institutions in the coastal and marine sector; (b) informing the revision of policies, strategies, and regulations, including mapping of coastal and marine management zones; (c) developing the NOCC operations guidance manual; (d) analyzing current and potential market-based instruments for sustainable coastal and marine use; (e) developing a long-term investment and revenue- generation strategy to secure financing from the private sector and public-private- community partnerships; (f) providing Trainings to improve surveillance, monitoring and enforcement capacities; and (g) delivering Trainings to NOCC members and other stakeholders on coastal and marine management. Part 2. Piloting participatory planning and nature-based solutions in selected sites 2.1 Improve local livelihood opportunities in coastal and marine productivity sectors through the promotion of sustainable fisheries, nature-based tourism and participatory biodiversity conservation, in the four target coastal and marine pilot sites identified under section 2.2 below, by inter alia (a) undertaking spatial planning technical assessments to identify .-6- implementation capacities, gaps, local best practices, biological resources, current socioeconomic activities, threats and pressures; (b) mapping stakeholders and analyzing their environmental and social priorities; (c) conducting participatory· spatial planning exercises to define strategies for conservation, sustainable resource use, and livelihood/income generation; (d) developing management plans and budgets based on information collected through (a), (b) and (c) above; (e) providing technical assistance, through capacity building and Trainings, to communities and other local stakeholders to implement the management plans; (f) promoting women's participation in coastal and marine productivity sectors; and (g) providing Sub-Grants to NGOs to partly finance the activities described herein. 2.2 The pre-identified pilot sites will be (a) St. Vincent Southeast Landscape/Seascape (Milligan Cay, Brighton, Diamond and Stubbs beaches); (b) Grenadines Landscape/Seascape (Union Island and Tobago Cays Marine Park); (c) Leeward Coast (Richmond Beach, Chateaubelair Bay, Petit Bordel Bay and Troumaca Bay); and (d) Colonarie Beach. Part 3. Managing knowledge and data management, and mainstreaming gender 3.1 Improve the quality and availability of coastal and marine data to inform the Recipient's policy and decision-making processes by inter alia (a) developing the NEDIP web platform and protocols for its management and functions; (b) supporting the analysis of existing data to be hosted in the NEDIP; and (c) identifying gender data gaps in coastal and marine management. 3.2 Strengthen the Recipient's outreach and communications capacity with regard to coastal and marine management by inter alia (a) conducting capacity building exercises and delivering Trainings; (b) developing a communications and knowledge management plan; and (c) disseminating relevant information and lessons learned amongst stakeholders (including non-government organizations, private sector entities and local communities) through case studies, policy guidance notes, technical reports and workshops. Part 4. Project Coordination and Management Provide support to the PIU, including as regard to procurement, financial management, monitoring and evaluation, reporting, environmental and social safeguards, technical oversight, and policy coordination. • 2.02. Project Execution Generally. The Recipient declares its commitment to the objective of the Project. To this end, the Recipient ·shall carry out the Project through MoTCASDC in accordance with the provisions of: (a) Article II of the Standard Conditions; (b) the Anti-Corruption Guidelines; and (c) this Article II. 2.03. Institutional and Other Arrangements. 1. The Recipient, through MoTCASDC, shall: (a) Establish and maintain through Project implementation a PIU within its Sustainable Development Unit with composition, staff in numbers and with qualifications, resources, terms of reference, and functions acceptable to the Bank, as further set forth in the POM, including the responsibility for (i) ensuring that ·-7- the requirements, criteria, policies, procedures, and organizational arrangements set forth in the POM are applied in carrying out the Project; (ii) preparing all Project reports; and (iii) monitoring and evaluation of the Project. (b) Coordinate with PSIPMU on (i) procurement; (ii) financial management; (iii) compliance with the environmental and social standards; and (iv) monitoring and evaluation. (c) Subject to the Bank's prior approval, carry out financial management, accounting, and procurement activities previously carried out by the PSIPMU. (d) Hire, no later than 60 days as of the Effective Date and to the Bank's satisfaction, the following PIU staff members: (i) policy and institutional development specialist (who shall serve as the full-time Project coordinator and shall be responsible for the coordination and management of the Project's day-to-day activities); (ii) communications and knowledge management specialist; and (iii) administrative officer. (e) Hire the following PIU staff members before the implementation of field piloting activities under the Part 2 of the Project: (i) pilot site coordinator; (ii) 4 technical consultants with expertise in natural resource management; (iii) fisheries consultant; (iv) social/participatory consultant; and (v) environmental consultant. (f) Hire the following PIU staff members before the establishment of NEDIP under Part 3 of the Project: (i) project officer; and (ii) data management specialist. (g) Provide secretariat services to the NOCC, who will serve as the Project's steering committee. (h) Cause the NOCC to provide strategic and programming direction for the Project, as set forth in the POM and the NOCC's operations guidance manual. (i) Establish, no later than 60 days after the Effective Date, a Technical Advisory Group ("TAG") to support information sharing and coordination among stakeholders, comprised of PIU members, technical focal points in other ministries and agencies, non-governmental organizations and the private sector, and mandated to support information sharing and contribute to improving coordination among stakeholders for Project implementation. (j) Adopt, no later than 60 days as of the Effective Date, the terms of reference of the TAG, satisfactory to the Bank. 2. The Recipient, through MoFEP, shall: (a) Maintain a PSIPMU within MoFEP, with composition, staff in numbers and with qualifications, resources, terms ofreference, and functions acceptable to the Bank, as further set forth in the POM, including the responsibility to support the PIU regarding (i) financial management; (ii) procurement; (iii) monitoring and evaluation; and (iv) compliance with social and environmental standards. (b) Transfer to the PIU, subject to the Bank's approval, financial management, accounting and procurement responsibilities. (c) Maintain, unless otherwise approved by the Bank per Section 2.03(2)(b) above, through Project implementation the following specialists: (i) financial management specialist; (ii) procurement specialist; (iii) monitoring and evaluation specialist; (iv) social specialist; and (v) environmental specialist. (d) Provide support to the PIU in the areas of expertise identified under Section 2.03(2)(a) and (c) above. 3. The Recipient, through MoNM, shall assign an officer to provide technical support to the PIU on mainstreaming the gender agenda. -8- 2.04 Project Operational Manual 1. The Recipient, through MoTCASDC, shall carry out the Project in accordance with the provisions of the POM, in a manner and with contents acceptable to the Bank, including, inter alia: (a) detailed description, sequencing and timetable of all Project activities and expenditure categories; (b) roles and responsibilities of relevant actors; (c) terms and conditions for the provision of Sub-Grants (sub-grantee eligibility, application, appraisal, approval and disbursement procedures); (d) procurement and financial management procedures; (e) procedures for Project monitoring, supervision and evaluation, including the format and content of Project reports; (f) internal control mechanisms to manage, control, and conduct oversight; (g) Personal Data protocols to be used under the Project, which shall be in accordance with international best practices; and (h) NEDIP institutional functions, including: (i) Development and management of data collection protocols from other ministries/agencies and private entities; (ii) Data collection, data verification/cleaning, and analysis; (iii) Website hosting and maintenance; (iv) Quality control for posting information on the website; (v) NEDIP's institutional vision and other technical elements; and (vi) Modalities for NGOs to regularly provide conservation information to NEDIP from their on-going programs. 2. Except as the Bank may otherwise agree in writing, the Recipient shall not abrogate, amend, suspend, waive, or otherwise fail to enforce the POM or any provision thereof. 3. In case of any conflict between the terms of the POM and those of this Agreement, the terms of this Agreement shall prevail. 2.05. Sub-Grants. 1. To facilitate the carrying out of Part 2 ofthe Project, the Recipient shall submit to the Bank . for approval potential NGO candidates to become sub-grantees ofthe Sub-Grants program under Section 2.0l(g), Part 2 of the Agreement. 2. Upon securing the Bank's no objection with regard to an NGO, the Recipient shall make part of the proceeds ofthe Agreement available to such NGO by entering into a sub-grant agreement ("Sub-Grant Agreement") with the NGO, as set forth under this Agreement and the POM, including the NGO's obligation to: (a) Carry out its obligations with due diligence and efficiency, and in conformity with appropriate administrative, technical, financial, economic, environmental and social standards, and practices, and in accordance with the Anti-Corruption Guidelines and the pertinent provisions of the POM, the ESCP and this Agreement. -9- (b) Maintain policies and procedures adequate to enable it to monitor and evaluate, in accordance with indicators acceptable to the Bank, the progress ofthe works under Part 2. (c) Maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank. (d) At the Bank's request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Bank. (e) Enable the Bank to inspect its operation and any relevant records and documents. (f) Prepare and furnish to the Bank all such information as the Bank shall reasonably request relating to the foregoing. 3. The Recipient shall secure rights under each Sub-Grant Agreement adequate to protect its interests and those of the Bank, including the right to suspend or terminate the Sub-Grant Agreement, and obtain a refund of all or any part of the amount of the Sub-Grant then disbursed, upon an NGO's failure to perform any of its obligations under the Sub-Grant Agreement. 4. The Recipient shall exercise its rights under each Sub-Grant Agreement in such manner as to protect the interests of the Recipient and the Bank and to accomplish the purposes of this Agreement. 5. Except as the Bank shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive any Sub-Grant Agreement or any of its provisions. 6. The maximum amount of a Sub-Grant to an NGO shall not exceed seventy-five thousand Dollars (US$ 75,000). 2.06. Environmental and Social Standards. 1. The Recipient shall ensure that the Project is carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Bank. 2. Without limitation upon paragraph ( 1) above, the Recipient shall ensure that the Project is implemented in accordance with the Environmental and Social Commitment Plan ("ESCP"), in a manner acceptable to the Bank. To this end, the Recipient shall ensure that: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency; (b) sufficient funds are available to cover the costs of implementing the ESCP; (c) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the ESCP, as provided in the ESCP; and -10- (d) the ESCP, or any provision thereof, is not amended, repealed, suspended or waived, except as the Bank shall otherwise agree in writing, as specified in the ESCP, and ensure that the revised ESCP is disclosed promptly thereafter. 3. In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shall prevail. 4. The Recipient shall ensure that: (a) all measures necessary are taken to collect, compile, and furnish to the Bank· through regular reports, with the frequency specified in the ESCP, and promptly in a separate report or reports, if so requested by the Bank, information on the status of compliance with the ESCP and the environmental and social instruments referred to therein, all such reports in form and substance acceptable to the Bank, setting out, inter alia: (A) the status of implementation of the ESCP and the environmental and social instruments referred to therein; (B) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (C) corrective and preventive measures taken or required to be taken to address such conditions; and (b) the Bank is promptly notified of any incident or accident related to or having an impact on the Project which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers, in accordance with the ESCP., the environmental and social instruments referenced therein and the Environmental and Social Standards. 5. The Recipient shall establish, publicize, maintain and operate an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of Project- affected people, and take all measures necessary and appropriate to resolve, or facilitate the resolution of, such concerns and grievances, in a manner acceptable to the Bank. 6. The Recipient shall ensure that all bidding documents and contracts for civil works under the Project include the obligation of contractors to: (i) comply with the relevant aspects of ESCP and the environmental and social instruments referred to therein; and (ii) adopt and enforce codes of conduct that should be provided to and signed by all workers, detailing measures to address environmental, social, health and safety risks, and the risks of sexual exploitation and abuse, sexual harassment and violence against children, all as applicable to such civil works commissioned or carried out pursuant to said contracts. 2.07 Project Monitoring, Reporting and Evaluation. The Recipient shall ensure that each Project Report is furnished to the Bank not later than forty-five (45) days after each calendar semester, covering the calendar semester. -11- Article III Withdrawal of Grant Proceeds 3.01. Eligible Expenditures. The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of: (a) Article III of the Standard Conditions; and (b) this Section; to finance Eligible Expenditures inclusive of Taxes. Category Amount of the Grant Percentage of Allocated Expenditures to be (expressed in USD) Financed (inclusive of Taxes) (1) Goods, works, non- consulting services, consulting services, 3,652,968 100% Trainings, Operating Costs, and Sub-Grants under the Project TOTAL AMOUNT 3,652,968 3.02. Withdrawal Conditions. Notwithstanding the provisions of Section 3.01 of this Agreement, no withdrawal shall be made for payments made prior to the Signature Date of this Agreement. 3.03. Withdrawal Period. The Closing Date is April 30, 2027. Article IV Effectiveness; Termination 4.01. This Agreement shall not become effective until evidence satisfactory to the Bank has been furnished to the Bank that the conditions specified below have been satisfied. (a) The execution and delivery of this Agreement on behalf of the Recipient have been duly authorized or ratified by all necessary governmental action; and (b) The Recipient has developed and adopted a POM, to the Bank's satisfaction. 4.02. By signing the Agreement, the Recipient shall be deemed to represent and warrant that on the Signature Date, the Agreement has been duly authorized by, and executed and delivered on behalf of, the Recipient and is legally binding. upon the Recipient in accordance with its terms, except where additional action is required to make such Agreement legally binding. Where additional action is required following the Signature Date, the Recipient shall notify the Bank when such additional action has been taken. By providing such notification, the Recipient shall be deemed to represent and warrant that on the date· of such notification the Agreement is legally binding upon the Recipient in accordance with its terms. 4.03. Except as the Recipient and the Bank shall otherwise agree, this Agreement shall enter into effect on the date upon which the Bank dispatches to the Recipient notice of its acceptance of the evidence required pursuant to Section 5.01 ("Effective Date"). If, before the Effective Date, any event has occurred which would have entitled the Bank to suspend the right of the Recipient to -12- make withdrawals from the Grant Account if this Agreement had been effective, the Bank may postpone the dispatch of the notice referred to in this Section until such event (or events) has (or have) ceased to exist. 4.04. Termination for Failure to Become Effective. This Agreement and all obligations of the parties under it shall terminate if it has not entered into effect by the date 90 days after the date of this Agreement, unless the Bank, after consideration of the reasons for the delay, establishes a later date for the purpose of this Section. The Bank shall promptly notify the Recipient of such later date. Article V Recipient's Representative; Addresses 5.01. Recipient's Representative. The Recipient's Representative referred to in Section 7.02 of the Standard Conditions is the Minister of Finance, Economic Planning and Information Technology. 5.02. Recipient's Address. For purposes of Section 7.01 of the Standard Conditions: (a) the Recipient's Address is: Ministry of Finance, Economic Planning and Information Technology 2nd Floor Administrative Complex P.O. Box 608 Bay Street, Kingstown, St. Vincent; and (b) the Recipient's Electronic Address is: Phone number Facsimile: E-mail: 784 4571343 784 4572943 office.finance@gov.vc 5.03. Bank's Address. For purposes of Section 7.01 of the Standard Conditions: (a) the Bank's address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Bank's Electronic Address is: Telex: Facsimile: E-mail: 248423 (MCI) or 1-202-477-6391 Lburunciuc@worldbank.org