GCF GRANT NUMBER TF0C2216-ST Green Climate Fund Project Agreement (Third Additional Financing to the COVID-19 Emergency Response Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION acting as an Accredited Entity of the Green Climate Fund and FIDUCIARY AND ADMINISTRATIVE AGENCY FOR PROJECTS GCF GRANT NUMBER TF0C2216-ST GCF PROJECT AGREEMENT AGREEMENT between INTERNATIONAL DEVELOPMENT ASSOCIATION acting as an Accredited Entity of the Green Climate Fund (“Bank”) and FIDUCIARY AND ADMINISTRATIVE AGENCY FOR PROJECTS (“Project Implementing Entity”) (“GCF Project Agreement”) in connection with the GCF Financing Agreement (“GCF Financing Agreement”) of the Signature Date between the DEMOCRATIC REPUBLIC OF SAO TOME AND PRINCIPE (“Recipient”) and the Bank, concerning GCF Grant No. TF0C2216-ST. The Bank and the Project Implementing Entity hereby agree as follows: ARTICLE I — STANDARD CONDITIONS; DEFINITIONS 1.01. The Standard Conditions (as defined in the Appendix to the GCF Financing Agreement) apply to and form 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 GCF Financing Agreement or the Standard Conditions. ARTICLE II — PROJECT 2.01. The Project Implementing Entity declares its commitment to the objectives of the Project and the MPA Program. To this end, the Project Implementing Entity shall assist the Ministry of Health to carry out the Project in accordance with the provisions of Article II of the Standard Conditions and the Schedule to this Agreement, and shall provide promptly as needed, the funds, facilities, services and other resources required for the Project. ARTICLE III — TERMINATION 3.01. For purposes of Section 8.05 (c) of the Standard Conditions, the date on which the provisions of this Agreement shall terminate is twenty (20) years after the Signature Date. ARTICLE IV — REPRESENTATIVE; ADDRESSES 4.01. The Project Implementing Entity’s Representative is its General Director. -2- 4.02. For purposes of Section 9.01 of the Standard Conditions: (a) the Bank’s address is: International Development Association 1818 H Street, NW Washington, DC 20433 United States of America; and (b) the Bank’s Electronic Address is: Telex: Facsimile: 248423(MCI) or 1-202-477-6391 4.03. For purposes of Section 9.01 of the Standard Conditions: (a) the Project Implementing Entity’s address is: Av. Kwame Nkrumah Afriland First Bank Building, Second Floor, P.O. Box 1029 Sao Tome Democratic Republic of Sao Tome and Principe; and (b) the Project Implementing Entity’s Electronic Address is: E-mail: helio.almeida@afap.st -3- AGREED as of the later of the two dates written below. INTERNATIONAL DEVELOPMENT ASSOCIATION acting as an Accredited Entity of the Green Climate Fund By _____________________________________ Authorized Representative Albert Zeufack Name: ______________________________ Country Director Title: ______________________________ 09-Oct-2023 Date: _____________________________/ FIDUCIARY AND ADMINISTRATIVE AGENCY FOR PROJECTS By ___________________________________ Authorized Representative Hélio Silva Almeida Name:____________________________/ General Director Title: ___________________________ / 11-Oct-2023 Date:_____________________________/ -4- SCHEDULE Execution of the Project Section I. Implementation Arrangements A. Institutional Arrangements The Project Implementing Entity shall: (a) update and adopt the Project Operations Manual in accordance with Section I.B.1 of this Schedule; (b) carry out the procurement and financial functions under the Project, and provide capacity building and technical support to the Ministry of Health in the implementation of the Project in accordance with the Project Operations Manual and the Vaccine Delivery and Distribution Manual, as applicable; (c) not later than two months after the Effective Date, update and customize the accounting software to maintain separate records and ledger accounts for the Project; (d) not later than two months after the Effective Date, hire one qualified accountant; (e) not later than six months after the Effective Date, hire external auditors; (f) carry out its functions under the Project with due diligence and efficiency and in accordance with sound technical, financial and managerial standards and practices satisfactory to the Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Recipient; (g) provide, promptly as needed, the resources required for the purpose; (h) procure the goods, works and services to be financed out of the GCF Financing in accordance with the provisions of this Agreement; (i) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Project; and (2) at the Bank’s or the Recipient’s request, through the Ministry of Health, have such financial statements audited by independent auditors acceptable to the -5- Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Recipient, through the Ministry of Health, and the Bank; (j) enable the Recipient, through the Ministry of Health, and the Bank to inspect any relevant records and documents; and (k) prepare and furnish to the Recipient, through the Ministry of Health, and the Bank all such information as the Recipient, through the Ministry of Health, or the Bank shall reasonably request relating to the foregoing. B. Project Operations Manual 1. The Project Implementing Entity shall update the operations manual (“Project Operations Manual”), acceptable to the Bank, which shall contain detailed work flow, methods and procedures for the implementation of the Project, which shall include inter alia: (a) administration and coordination arrangements, including placement of necessary human resources for Project implementation; (b) performance indicators of the Project; (c) monitoring and evaluation; (d) financial management guidelines and procedures; (e) corruption and fraud measures; (f) implementation modalities for each Part of the Project; (g) roles and responsibilities of various agencies and stakeholders in the implementation of the Project; (h) procedures for processing and collection of Personal Data in accordance with the National Law on Personal Data Protection and good international practice; and (i) measures to comply with the Gender Action Plan. 2. The Project Implementing Entity shall adopt and carry out the Project in accordance with this Agreement and the Project Operations Manual. Except as the Bank shall otherwise agree in writing, the Project Implementing Entity shall not assign, amend, abrogate or waive any provision of the Project Operations Manual. In the event of any conflict between the provisions of the Project Operations Manual and this Agreement, those of this Agreement shall prevail. C. Environmental and Social Standards 1. The Project Implementing Entity 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 Project Implementing Entity 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 Project Implementing Entity shall ensure that: -6- (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, and provided in the ESCP; (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 (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 Project Implementing Entity 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: (i) the status of implementation of the ESCP; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (iii) 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 Project Implementing Entity shall 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. -7- 6. The Project Implementing Entity shall ensure that all bidding documents and contracts for civil works under the Project include the obligation of contractors, subcontractors and supervising entities to: (a) comply with the relevant aspects of ESCP and the environmental and social instruments referred to therein; and (b) 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. 7. The Project Implementing Entity shall take all measures to comply with the Bank’s relevant policy requirements on gender, in a manner and timetable satisfactory to the Bank, to enable the Bank to comply with the Gender Action Plan. D. Annual Work Plan and Budget 1. The Project Implementing Entity shall, not later than January 31 of each year (commencing on 2024), prepare and furnish to the Bank, an annual work plan, in form and substance satisfactory to the Bank, informed by the Project Operations Manual and containing activities proposed for implementation under the Project and milestones to be achieved during the following Fiscal Year, together with a proposed budget for the purpose. 2. The Project Implementing Entity shall exchange views with the Bank on each such proposed annual work plan and budget, and shall thereafter adopt, and carry out such program of activities for such following Fiscal Year as shall have been agreed with the Bank, as such plan may be subsequently revised during such following Fiscal Year with the prior written agreement of the Bank. Section II. Project Monitoring, Reporting and Evaluation A. Project Reports 1. The Project Implementing Entity shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 2.08(b) of the Standard Conditions and on the basis of the indicators acceptable to the Bank. Each such Project Report shall cover the period of one calendar semester and shall be furnished to the Recipient not later than two weeks after the end of the period covered by such report for incorporation and forwarding by the Recipient to the Bank of the overall Project Report. 2. The Project Implementing Entity shall provide to the Recipient not later than 5 months after the Closing Date, for incorporation in the report referred to in Section 2.08(c) of the Standard Conditions all such information as the Recipient or the Bank shall reasonably request for the purposes of such Section. -8- Section IV. Other Undertakings 1. Cooperation with GCF Without limitation upon the provisions of Sections 2.10 and 2.11 of the Standard Conditions, the Project Implementing Entity shall cooperate with the Bank, the Recipient and the GCF and facilitate the conduct of any reviews, ad hoc checks, verifications or evaluations related to the Project and the GCF Financing as may be requested by the GCF. 2. Gender Action Plan AFAP shall take all measures to comply with the Bank’s relevant policy requirements on gender, in a manner and timetable satisfactory to the Bank, to enable the Bank to comply with the Gender Action Plan, as further detailed in the Project Operations Manual.