OFFICIAL n"CUMENTS GRANT NUMBER D023-4P Amended and Restated Financing Agreement (The Pacific Islands Regional Oceanscape Program Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and PACIFIC ISLANDS FORUM FISHERIES AGENCY Dated I S Nve , 201__ GRANT NUMBER D023-4P AMENDED AND RESTATED FINANCING AGREEMENT AGREEMENT dated 0 4 , 201 1 entered into between INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association") and PACIFIC ISLANDS FORUM FISHERIES AGENCY ("Recipient"). WHEREAS (A) Pursuant to a Financing Agreement dated January 29, 2015 between the Association and the Recipient, together with its Corrigendum dated January 28, 2016 ("Original Financing Agreement"), the Association extended to the Recipient a grant in an amount equivalent to two million seven hundred thousand Special Drawing Rights (SDR 2,700,000), to assist in financing the project described in Schedule 1 to said Agreement ("Original Project"), on the terms and conditions set out in the Original Financing Agreement; (B) pursuant to a Global Environment Facility ("GEF") Grant Agreement of same date between International Bank for Reconstruction and Development, acting as an Implementing Agency of the GEF ("World Bank") and the Recipient ("GEF Grant Agreement"), the World Bank extended to the Recipient a grant (GEF Grant Number TF018604) in an amount equal to two million one hundred ninety thousand Dollars ($2,190,000) ("GEF Grant") to assist in the financing of Parts 2 and 3 of the Original Project, on the terms and conditions set out in the GEF Grant Agreement; and (C) in light of changes to the Recipient's strategic regional programming priorities and challenges to its regional project implementation support, the Recipient has requested the Association and the World Bank to agree to restructure the Original Project, in order to facilitate the Recipient's achievement of the Original Project's objective; and WHEREAS the Association and the World Bank are willing, on the basis, inter alia, of the foregoing, to proceed with said restructuring on terms and conditions to be agreed with the Recipient, by amending, respectively, the Original Financing Agreement and the GEF Grant Agreement. NOW THEREFORE, the Association and the Recipient and the Association hereby agree to amend and restate the Original Financing Agreement, to read as one consolidated text, as follows (variously, "Agreement" and "Amended and Restated Financing Agreement"): -2- ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) constitute an integral part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II - FINANCING 2.01. The Association agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a grant in an amount equivalent to two million seven hundred thousand Special Drawing Rights (SDR 2,700,000) ("Financing"), to assist in financing the project described in Schedule 1 to this Agreement ("Project"). 2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section IV of Schedule 2 to this Agreement. 2.03. The Maximum Commitment Charge Rate payable by the Recipient on the Unwithdrawn Financing Balance shall be one-half of one percent (1/2 of 1%) per annum. 2.04. The Payment Dates are January 1 and July 1 in each year. 2.05. The Payment Currency is Dollar. ARTICLE III - PROJECT 3.01. The Recipient declares its commitment to the objective of the Project and the Pacific Islands Regional Oceanscape Program. To this end, the Recipient shall carry out the Project in accordance with the provisions of Article IV of the General Conditions. 3.02. Without limitation upon the provisions of Section 3.01 of this Agreement, and except as the Recipient and the Association shall otherwise agree, the Recipient shall ensure that the Project is carried out in accordance with the provisions of Schedule 2 to this Agreement. ARTICLE IV - REMEDIES OF THE ASSOCIATION 4.01. The Additional Event of Suspension consists of the following, namely that the FFA Treaty has been amended, suspended, abrogated, repealed or waived so as to affect -3- materially and adversely the ability of Recipient to perform any of its obligations under this Agreement. ARTICLE V - EFFECTIVENESS OF AMENDED AND RESTATED FINANCING AGREEMENT 5.01. This Amended and Restated Financing Agreement shall enter into effect on the later of the following dates: (a) the date as of which this Amended and Restated Financing Agreement has been executed by both parties hereto; and (b) the date as of which the GEF Grant Agreement has been amended as described in the Preamble hereto and executed on behalf of both parties thereto ("Amendment Effective Date"). ARTICLE VI - REPRESENTATIVE; ADDRESSES 6.01. The Recipient's Representative is its Director General. 6.02. The Recipient's Address is: Pacific Islands Forum Fisheries Agency No.1 FFA Road West Kola'a Ridge Honiara, Solomon Islands 6.03. The Association's Address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable: Telex: Facsimile: INDEVAS 248423 (MCI) 1-202-477-6391 Washington, D.C. -4- AGREED at Hor%NJ 0\wne eVt5 , as of the day and year first above written. INTERNATIONAL DEVELOPMENT ASSOCIATION By: Authorized Representative Name: VC1 C- 4 SL t.o Title: CA Y. PACIFIC ISLANDS FORUM FISHERIES AGENCY By: Authorized Representative Name: (1 . Title: L'~-- t-' - -5- SCHEDULE 1 Project Description The objective of the Project is to strengthen the shared management of selected Pacific island oceanic and coastal fisheries, and the critical habitats upon which they depend. The Project constitutes the first phase of the Pacific Islands Regional Oceanscape Program, and consists of the following parts: Part 1: Sustainable Management of Oceanic Fisheries Carrying out of a program of technical assistance designed to assist the Participating Countries in strengthening the sustainable management of the region's purse seine and long-line tuna fisheries, said program to include: (a) provision of technical assistance to Participating Countries to strengthen the Vessel Day Scheme ("VDS") for the purse seine fishery and expand this system to long- line fisheries, including: (i) advisory services and workshops; and (ii) for selected Participating Countries, verification services regarding their implementation of the VDS; and (b) provision of technical assistance, to: (i) identify surveillance and enforcement tasks and needs for Participating Countries to collaborate to ensure compliance with the VDS; and (ii) strengthen the network of compliance experts that support the Participating Countries in this effort; said technical assistance to include updating compliance risk assessments, and upgrading and delivery of training in monitoring, control and surveillance, as well as enforcement. Part 2: Sustainable Management of Coastal Fisheries Carrying out of a program of technical assistance designed to strengthen Participating Countries' sustainable management of defined coastal fisheries, by supporting the formation of a regional or sub-regional bche-de-mer fishery grouping and beche-de-mer management. Part 3: Sustainable Financing of the Conservation of Critical Fishery Habitats (a) Pacific marine conservation development financing mechanisms Provision of technical assistance to support the establishment of sustainable financing mechanisms for marine conservation, including: (i) assessment of existing and potential new regional sites for large-scale marine protected areas; (ii) provision of technical assistance for the establishment of Pacific marine -6- conservation development financing mechanisms; and (iii) provision of training to Participating Countries to facilitate exchange of lessons learned among the Participating Countries. (b) Regional ocean finance and governance program Carrying out of a program of activities to design a regional ocean finance and governance program in order to enhance marine conservation and management in the Pacific islands region, such activities to comprise: (i) development of ocean finance profiles for selected Eligible FFA Members; and (ii) design and delivery of a capacity building program for said countries to enhance skills in regional ocean finance. Part 4: Project Management Carrying out of a program of activities designed to strengthen the capacity of the Recipient's Project Support Unit to implement and manage the Project, including full staffing and operation of said unit to conduct monitoring and evaluation, safeguards management, and financial and procurement management. -7- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements. 1. Project Support Unit (a) The Recipient shall, throughout Project implementation, maintain a Project support unit ("Project Support Unit" or "PSU"), with terms of reference and resources, including qualified and experienced staff in adequate numbers, all satisfactory to the Association, to be responsible for, inter alia, overseeing day-to-day implementation of the Project, including safeguards, procurement and financial management, and monitoring and evaluation. (b) To that end, the Recipient shall, not later than two (2) months after the Amendment Effective Date, ensure that the PSU is fully staffed with the following staff, each of whose terms of reference, qualifications and experience shall be satisfactory to the Association: (i) Project coordinator; (ii) safeguards specialist; (iii) procurement specialist; (iv) finance specialist; and (v) monitoring and evaluation specialist. 2. Independent Verification Agent (a) The Recipient shall, throughout Project implementation, continue to engage the services of an independent verification consultant whose terms of reference, qualifications and experience shall be satisfactory to the Association, to be responsible for verification of achievement of DLI Targets, by each Participating Country whose Participating Country Financing continues to be disbursed inter alia, against achievement of DLI Targets. To that end, the Recipient shall not later than two (2) months after the Amendment Effective Date, update its consultancy contract with said verification consultant, on terms and conditions acceptable to the Association. (b) Without limitation on its other reporting obligations under this Agreement, the Recipient shall, not later than March 31 of each year during the implementation of the Project, furnish to the Association the reports of the independent verification agent confirming the achievement of the relevant DLI Targets for each of said Participating Countries, all in accordance with the verification protocol set out in the Program Operations Manual, updated as provided below in Section I.B of this Schedule. -8- 3. Service Agreements with Participating Countries (a) The Recipient shall: (i) not later than two (2) months after the Amendment Effective Date, amend the Service Agreement entered into in connection with the Original Project, with each Participating Country whose Participating Country Financing continues to be disbursed inter alia, against achievement of DLI Targets, under terms and conditions acceptable to the Association pursuant to which the Recipient, through the PSU, shall verify achievement of the relevant DLI Targets by the Participating Country; and. (ii) with respect to each Participating Country whose Participating Country Financing no longer continues to be disbursed against achievement of DLI Targets, terminate the service agreement entered into with said Participating country in connection with the Original Project, not later than one (1) month after the final disbursement under said Participating Country Financing against achievement of DLI targets. (b) The Recipient shall: (i) duly perform its obligations under the Service Agreements, as amended in accordance with paragraph (a)(i) above of this Section I.A.3; and (ii) exercise its rights in relation thereto in such manner as to protect the interests of the Recipient, and the Association, and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree in writing, the Recipient shall not assign, amend, abrogate or waive any of said Service Agreements as so amended or any provision thereof. In the event of a conflict between the provisions of any of the said Service Agreements and the provisions of this Agreement, the provisions of this Agreement shall prevail. B. Program Operations Manual 1 . The Recipient shall, by not later than two (2) months after the Amendment Effective Date, revise its program operations manual adopted for the Original Project, in form and substance acceptable to the Association, to ensure the proper execution of the Project as restructured in accordance with this Amended and Restated Financing Agreement, said manual to set forth the detailed arrangements and procedures for: (a) day-to-day execution of the Project; (b) disbursement and financial management; (c) procurement processing procedures, including the decision-making process; (d) environmental and social safeguards management; (e) monitoring and evaluation, reporting and communication; and (f) such other administrative, financial, technical and organizational arrangements and procedures as shall be required for the Project ("Program Operations Manual"). 2. The Recipient shall carry out the Project in accordance with the Program Operations Manual, as revised in accordance with paragraph I of this Section I.B; and except as the Association shall otherwise agree in writing, the Recipient shall -9- not assign, amend, abrogate, or waive, or permit to be assigned, amended, abrogated, or waived, the Program Operations Manual as so revised, or any provision thereof. 3. In the event of a conflict between the provisions of the Program Operations Manual on the one hand, and those of this Agreement on the other hand, the provisions of this Agreement shall prevail. C. Anti-Corruption The Recipient shall ensure that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines. D. Annual Work Plans and Budgets 1. The Recipient shall prepare and furnish to the Association not later than March 15 of each year during the implementation of the Project (or such later date as the Association may agree) for the Association's no-objection, an annual work plan and budget containing all Project activities and expenditures proposed to be included in the Project during the Recipient's following fiscal year, including a specification of the source or sources of financing for all said expenditures during said following fiscal year, the environmental and social safeguard measures taken or planned to be taken in accordance with the provisions of Section I.E of this Schedule during said following fiscal year, and the updated Procurement Plan for said following fiscal year. 2. The Recipient shall implement the Project in accordance with each annual work plan and budget accepted by the Association ("Annual Work Plan and Budget") for the Recipient's relevant fiscal year; provided, however, that in the event of any conflict between the Annual Work Plan and Budget and the provisions of this Agreement, the provisions of this Agreement shall prevail. 3. The Recipient shall not make or permit to be made any change to the Annual Work Plan and Budget without the Association's prior no-objection in writing. E. Safeguards 1. The Recipient shall ensure that the Project is carried out in accordance with the provisions of the Environmental and Social Management Framework ("ESMF"), including the Process Framework. 2. Whenever an Environmental and Social Management Plan ("ESMP") shall be required for any proposed Project activity in accordance with the provisions of the ESMF, the Recipient shall ensure that: -10- (a) prior to the commencement of such activity, such ESMP is: (i) prepared in accordance with the provisions of the ESMF; (ii) furnished to the Association for review and no-objection; and (iii) thereafter adopted and disclosed as accepted by the Association, in a manner satisfactory to the Association; and (b) thereafter such measures are taken as shall be necessary or appropriate to ensure compliance with the requirements of such ESMP. 3. The Recipient shall not amend, abrogate or waive, or permit to be amended, abrogated or waived, the ESMF (including the Process Framework) or the ESMPs, unless the Association has provided its prior no-objection thereto in writing, and the Recipient has complied with the same consultation and disclosure requirements as applicable to the original adoption of the said instruments. 4. The Recipient shall ensure that: (a) all terms of reference for any technical assistance or studies carried out under the Project are consistent with the Association's environmental and social safeguards policies, as well as the relevant Participating Countries' laws relating to the environment and social aspects; and (b) in drafting any regulations, guidelines or corporate procedures and carrying out capacity building activities under the Project, due attention is given to said policies and laws. 5. Without limitation upon its other reporting obligations under this Agreement, the Recipient shall, in accordance with terms of reference satisfactory to the Association: (a) monitor the status of compliance with the ESMF, including the Process Framework and ESMPs; and (b) prepare quarterly reports and furnish the same to the Association, as part of the Project Reports, on the results of such monitoring activities, giving details of: (i) measures taken in furtherance of the ESMF (including the Process Framework) and the ESMPs; (ii) conditions, if any, which interfere or threaten to interfere with the smooth implementation of the ESMF (including the Process Framework) and the ESMPs; and (iii) remedial measures taken or required to be taken to address such conditions. -11- 6. In the event of any conflict between the provisions of the ESMF (including the Process Framework) or any of the ESMPs on the one hand, and the provisions of this Agreement on the other, the provisions of this Agreement shall prevail. Section II. Project Monitoring, Reportin2 and Evaluation A. Project Reports 1. The Recipient shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 4.08 of the General Conditions and on the basis of indicators acceptable to the Association and set forth in the Program Operations Manual. Each Project Report shall cover the period of one (1) calendar semester and shall be furnished to the Association not later than forty-five (45) days after the end of the period covered by such report. 2. Mid-term Review The Recipient shall: (a) not later than February 15, 2019 (or such other date as the Association may agree), carry out a mid-term review of the Project and prepare and furnish to the Association a mid-term report, of such scope and in such detail as the Association shall reasonably request, documenting progress achieved in the carrying out of the Project during the period preceding the date of such report, taking into account the monitoring and evaluation activities performed pursuant to paragraph I of this Section II.A, and setting out the measures recommended to ensure the continued efficient carrying out of the Project and the achievement of its objective during the period following such date; and (b) review with the Association such mid-term report, on or about the date one (1) month after its delivery to the Association, and thereafter take all measures required to ensure the continued efficient implementation of the Project and the achievement of its objective, based on the conclusions and recommendations of the mid-term report and the Association's views on the matter. B. Financial Management, Financial Reports and Audits 1 . The Recipient shall maintain or cause to be maintained a financial management system in accordance with the provisions of Section 4.09 of the General Conditions. 2. The Recipient shall prepare and furnish to the Association not later than forty-five (45) days after the end of each calendar quarter, interim unaudited financial reports for the Project covering the quarter, in form and substance satisfactory to the Association. 3. The Recipient shall have its Financial Statements audited in accordance with the provisions of Section 4.09 (b) of the General Conditions. Each audit of the -12- Financial Statements shall cover the period of one (1) fiscal year of the Recipient. The audited Financial Statements for each such period shall be furnished to the Association not later than six (6) months after the end of such period. Section III. Procurement A. General 1. Goods and Non-consulting Services. All goods and non-consulting services required for the Project and to be financed out of the proceeds of the Financing shall be procured in accordance with the requirements set forth or referred to in Section I of the Procurement Guidelines, and with the provisions of this Section. 2. Consultants' Services. All consultants' services required for the Project and to be financed out of the proceeds of the Financing shall be procured in accordance with the requirements set forth or referred to in Sections I and IV of the Consultant Guidelines, and with the provisions of this Section. 3. Definitions. The capitalized terms used below in this Section to describe particular procurement methods or methods of review by the Association of particular contracts, refer to the corresponding method described in Sections II and III of the Procurement Guidelines, or Sections II, III, IV and V of the Consultant Guidelines, as the case may be. B. Particular Methods of Procurement of Goods and Non-consulting Services 1. International Competitive Bidding. Except as otherwise provided in paragraph 2 below, goods and non-consulting services shall be procured under contracts awarded on the basis of International Competitive Bidding. 2. Other Methods of Procurement of Goods and Non-consulting Services. The following methods, other than International Competitive Bidding, may be used for procurement of goods and non-consulting services for those contracts specified in the Procurement Plan: (a) Shopping; (b) procurement under Framework Agreements in accordance with procedures which have been found acceptable to the Association; and (c) Direct Contracting. C. Particular Methods of Procurement of Consultants' Services 1. Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2 below, consultants' services shall be procured under contracts awarded on the basis of Quality- and Cost-based Selection. 2. Other Methods of Procurement of Consultants' Services. The following methods, other than Quality- and Cost-based Selection, may be used for -13- procurement of consultants' services for those contracts which are specified in the Procurement Plan: (a) Quality-based Selection; (b) Selection under a Fixed Budget; (c) Least Cost Selection; (d) Selection based on Consultants' Qualifications; (e) Single-source Selection of consulting firms; (f) Selection of consultants under Indefinite Delivery Contract or Price Agreement; (g) Use of Nongovernmental Organizations; (h) Procedures set forth in paragraphs 5.2 and 5.3 of the Consultant Guidelines for the Selection of Individual Consultants; and (i) Single-source procedures for the Selection of Individual Consultants. D. Review by the Association of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Association's Prior Review. All other contracts shall be subject to Post Review by the Association. Section IV. Withdrawal of the Proceeds of the Financing A. General 1. The Recipient may withdraw the proceeds of the Financing in accordance with the provisions of Article II of the General Conditions, this Section, and such additional instructions as the Association shall specify by notice to the Recipient (including the "World Bank Disbursement Guidelines for Projects" dated May 2006, as revised from time to time by the Association and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the table in paragraph 2 below. 2. The following table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Financing ("Category"), the allocations of the amounts of the Financing to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: Percentage of Amout ofthe Expenditures to be Category Financing Allocated Fianed (expressed in SDR) Fnne (inclusive of Taxes) (1) Goods, non-consulting 2,700,000 100% services, consultants' services, Training and Operating Costs for Parts 1, 3(b) and 4 of the Project TOTAL AMOUNT 2,700,000 -14- B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made for payments made prior to January 29, 2015. 2. The Closing Date is September 30, 2020. -15- APPENDIX Section I. Definitions 1. "Amendment Effective Date" has the meaning ascribed to it in Section 5.01 of this Agreement. 2. "Annual Work Plan and Budget" means each annual work plan, together with the related budget and updated procurement plan, for the Project accepted by the Association pursuant to the provisions of Section I.D of Schedule 2 to this Agreement; as the said plan and budget may be modified from time to time with the prior written no-objection of the Association. 3. "Anti-Corruption Guidelines" means the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January 2011. 4. "Category" means a category set forth in the table in Section IV of Schedule 2 to this Agreement. 5. "Consultant Guidelines" means the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 (revised July 2014). 6. "Disbursement Linked Indicators" and the acronym "DLIs" each means, collectively, the disbursement-linked indicators set forth in those Participating Countries Financing Agreements whose Participating Country Financings continue to be disbursed on the basis of DLI Targets, and to be verified as provided for in Section I.A.2 of Schedule 2 to this Agreement; and the acronym "DLI" means individually, any one of such indicators. 7. "DLI Target" means the target specified in the applicable Participating Countries Financing Agreements to be achieved under the applicable DLI during the respective DLI period. 8. "Displaced Person" means any person who, on account of the execution of the Project, has experienced or would experience direct economic and social impacts caused by: (a) the involuntary taking of land, resulting in: (i) relocation or loss of shelter; (ii) loss of assets or access to assets; or (iii) loss of income sources or means of livelihood, whether or not such person must move to another location; or (b) the involuntary restriction or access to legally designated parks and protected areas, resulting in adverse impacts on the livelihood of such person. 9. "Eligible FFA Members" means, collectively: Federated States of Micronesia, Republic of Kiribati, the Republic of the Marshall Islands, Independent State of -16- Papua New Guinea, Independent State of Samoa, Solomon Islands, Kingdom of Tonga, Tuvalu and Republic of Vanuatu. 10. "Environmental and Social Management Framework" and the acronym "ESMF" means the Participating Countries' framework dated October 2014 as updated on September 5, 2018 and disclosed in-country and on the Association's website, setting out the principles, standards, processes and tools to be applied to assess potential adverse environmental and social impacts associated with Project activities and the ways to avoid, minimize and/or mitigate them, with related public consultation, disclosure, reporting and grievance redress procedures, as said framework may be modified from time to time in accordance with the provisions of Section I.E. of Schedule 2 to this Agreement, and such term includes any schedules or annexes to such framework. 11. "Environmental and Social Management Plan" and the acronym "ESMP" each means the plan, to be prepared or caused to be prepared by the Recipient pursuant to Section I.E. of Schedule 2 to this Agreement and agreed with the Association in accordance with the ESMF, setting out mitigation, enhancement, monitoring, and institutional measures, including capacity building through training, to eliminate any adverse environmental impacts of Project activities, offset them, reduce them, or enhance positive impacts, as said plan may be modified from time to time in accordance with the provisions of Section I.E. , and such term includes any annexes or schedules to such plan; and "Environmental Management Plans" means more than one such plan. 12. "FFA" means Pacific Islands Forum Fisheries Agency, the Recipient, which is a legal entity established pursuant to the FFA Treaty and mandated to provide technical advice and support to its members in the management of their fisheries resources. 13. "FFA Treaty" means the South Pacific Forum Fisheries Agency Convention of 1979. 14. "GEF Grant Agreement" has the meaning ascribed to it in the Preamble to this Agreement. 15. "General Conditions" means the "International Development Association General Conditions for Credits and Grants", dated July 31, 2010, with the modifications set forth in Section II of this Appendix. 16. "Operating Costs" means reasonable incremental operating costs of the Project incurred by the Recipient on account of Project implementation, monitoring, evaluation, coordination and supervision, as approved by the Association based on annual budgets acceptable to the Association, which would not have been incurred but for the Project, including: (i) operation, maintenance and rental of vehicles and -17- vessels, repairs, fuel and spare parts; (ii) equipment and computer maintenance, including hardware and software; (iii) communication costs and shipment costs (whenever these costs are not included in the cost of goods); (iv) office supplies; (v) rent for office facilities; (vi) utilities and insurances; (vii) travel and per diem costs for technical staff carrying out supervisory, data collection and quality control activities; (viii) bank fees and charges: (ix) mass media and printing services; and (x) salaries of local Project administrative staff. 17. "Original Project" has the meaning ascribed to it in the Preamble to this Agreement. 18. "Pacific Islands Regional Oceanscape Program" means a regional fisheries development program comprising a series of projects, including the Project, that are designed with a common objective, component design and results framework and implemented over a multi-year period by the Recipient and selected Eligible FFA Members. 19. "Participating Country" means, one the following Eligible FFA Members: Federated States of Micronesia, the Republic of the Marshall Islands, Solomon Islands and Tuvalu; and "Participating Countries" means collectively, all of said members. 20. "Participating Country Financing" means the financing provided by the Association to each Participating Country pursuant to a Participating Country Financing Agreement; and "Participating Country Financings" means, collectively, all of said financings. 21. "Participating Country Financing Agreement" means the financing agreement entered into between the Association and each Participating Country pursuant to which the Association has agreed to provide financing to the Participating Country to assist in financing activities related to this Project; and "Participating Countries Financing Agreements" means, collectively, all of said financing agreements. 22. "Process Framework" means the framework included in the ESMF, setting out the mechanisms through which Displaced Persons living in and around protected areas will participate in determining any restrictions of access to natural resources, the assessment of the impact of any such restrictions, the determination of remedial measures to redress those impacts, and the resolution of any grievances, as well as the definition and implementation of a monitoring program to assess the adequacy of any remedial measures; as said framework may be modified from time to time in accordance with the provisions of Section I.E. of Schedule 2 to this Agreement, and such term includes any schedules or annexes to said framework. -18- 23. "Procurement Guidelines" means the "Guidelines: Procurement of Goods, Works and Non-consulting Services under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 (revised July 2014). 24. "Procurement Plan" means the Recipient's procurement plan for the Project, dated July 12, 2018 and referred to in paragraph 1.18 of the Procurement Guidelines and paragraph 1.25 of the Consultant Guidelines, as the same shall be updated from time to time in accordance with the provisions of said paragraphs. 25. "Program Operations Manual" means the manual referred to in Section I.B of Schedule 2 to this Agreement, as revised from time to time in accordance with said Section. 26. "Project Support Unit" and the acronym "PSU" each has the meaning ascribed to it in Section I.A. 1 of Schedule 2 to this Agreement. 27. "Service Agreement" means each agreement referred to in Section I.A.3 of Schedule 2 to this Agreement. 28. "Training" means reasonable costs of training and workshop activities under the Project, based on the Annual Work Plan and Budget, including preparation and reproduction of training materials, rental of facilities, reasonable transportation costs, per diem of trainers and trainees (if applicable), and any other expenses directly related to course preparation and implementation. 29. "VDS" means the scheme whereby Parties to the Nauru Agreement Concerning Cooperation in the Management of Fisheries of Common Interests dated February 11, 1982 agree on a total and limited number of fishing days per year based on scientific advice on the status of the stocks, allocate the days to the respective Parties, and then each Party sells the days allocated to it. Section II. Modifications to the General Conditions The provisions of the General Conditions are modified as follows: 1. In Section 2.06, the term "Recipient" in the first sentence is replaced with the phrase "the Member of the Association, in which territory the Project activities will be carried out." 2. Section 4.11(a) is amended to read as follows: "The Recipient shall take all reasonable actions to ensure that the members of the Association where the Project activities shall be carried out afford all reasonable opportunity for representatives of the Association to visit any part of their territory for purposes related to the Financing or the Project." -19- 3. Section 5.01 is deleted. 4. Paragraph 45 of the Appendix is modified to read as follows: "45. "Recipient" means the party to the Financing Agreement to which the Financing is extended."