CIWA GRANT NUMBER TF0B4716 Cooperation in International Waters in Africa Trust Fund Project Agreement (Nile Cooperation for Climate Resilience Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and INTERNATIONAL DEVELOPMENT ASSOCIATION (acting as administrator of the Cooperation in International Waters in Africa Trust Fund) and EAST AFRICAN COMMUNITY CIWA GRANT NUMBER TF0B4716 PROJECT AGREEMENT AGREEMENT between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND INTERNATIONAL DEVELOPMENT ASSOCIATION (“Bank”), acting as administrator of the Cooperation in International Waters in Africa Trust Fund, and EAST AFRICAN COMMUNITY (“Project Implementing Entity”) (“Project Agreement”) in connection with the Grant Agreement (“Grant Agreement”) of the Signature Date between Nile Basin Initiative (“Recipient”) and the Bank, acting as administrator of the Cooperation in International Waters in Africa Trust Fund, concerning Grant Number TF0B4716. 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 Grant 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 Grant Agreement or the Standard Conditions. ARTICLE II — PROJECT 2.01. The Project Implementing Entity declares its commitment to the objective of the Project. To this end, the Project Implementing Entity shall, through LVBC, carry out Part 4 of the Project (“Project Implementing Entity’s Respective Part of the Project”), in accordance with the provisions of Article II of the Standard Conditions and the Schedule to this Agreement. ARTICLE III — REPRESENTATIVE; ADDRESSES 3.01. The Project Implementing Entity’s Representative is its secretary general 3.02. (a) The Bank’s address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and -2- (b) the Bank’s Electronic Address is: Telex: Facsimile: 248423(MCI) or 1-202-477-6391 64145(MCI) 3.03. (a) The Project Implementing Entity’s address is: East Africa Community EAC Close Afrika Mashariki Road P.O. Box 1096 Arusha United Republic of Tanzania; and (b) the Project Implementing Entity’s Electronic Address is: E-mail: eac@eachq.org -3- AGREED as of the later of the two dates written below. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND INTERNATIONAL DEVELOPMENT ASSOCIATION (acting as administrator of the Cooperation in International Waters in Africa Trust Fund) By: _____________________________________ Authorized Representative Deborah L. Wetzel Name: ___________________________ Director, Regional Integration, Africa and ME Title: ____________________________ 09-Mar-2021 Date: ____________________________ EAST AFRICAN COMMUNITY By: _____________________________________ Authorized Representative Amb. Libérat Mfumukeko Name: ___________________________ SECRETARY GENERAL Title: ____________________________ 11-Mar-2021 Date: ____________________________ -4- SCHEDULE Execution of the Project Implementing Entity’s Respective Parts of the Project Section I. Implementation Arrangements A. Institutional Arrangements 1. Without limitation to the provisions of Article II of the Standard Conditions, the Project Implementing Entity shall provide, through LVBC, which will be the implementing institution of EAC throughout Project implementation, as promptly as needed, funds, facilities, adequate staffing with appropriate qualifications and terms of reference, and other resources, all acceptable to the Bank, that are required for the successful implementation, management, monitoring and evaluation of the Project Implementing Entity’s Respective Part of the Project, and necessary or appropriate to enable the Project Implementing Entity to perform its obligations under this Agreement and the Subsidiary Agreement, all in accordance with terms and conditions set forth in the Grant Agreement. To this end, the Project Implementing Entity shall establish no later than three (3) months after the Effective Date and thereafter maintain, throughout the Project implementation, an implementation organization within LVBC with functions, composition and resources satisfactory to the Bank. Without limiting the generality of the foregoing, such organization shall inter alia include: (a) a project coordinator to be responsible for coordination of the Project activities; (b) a procurement specialist; and (iii) a financial management specialist, all with qualifications, experience and terms of reference acceptable to the Bank. B. Project Implementation Manual 1. The Project Implementing Entity, through LVBC, shall prepare and provide to the Recipient for the purpose of forwarding to the Bank not later than three (3) months after the Effective Date, a Project Implementation Manual for the Project Implementing Entity’s Respective Part of the Project, containing detailed guidelines and procedures for the implementation of the Project Implementing Entity’s Respective Part of the Project, including: administration and coordination; monitoring and evaluation; financial; procurement and accounting procedures; social and environmental safeguards; corruption and fraud mitigation measures; grievance mechanism; roles and responsibilities of various agencies in the implementation of Project; and such other arrangements and procedures as shall be required for the effective implementation of the Project Implementing Entity’s Respective Part of the Project. 2. Upon approval of the Bank of the PIM, the Project Implementing Entity, through LVBC, shall adopt and thereafter implement the Project Implementing Entity’s Respective Part of the Project in accordance with the PIM. -5- 3. The Project Implementing Entity shall and shall cause LVBC to not amend, abrogate, waive, or permit to be amended, abrogated, or waived, the PIM, or any provision thereof, without the prior written consent of the Bank. 2. In the event of any conflict between the provisions of the Project Implementation Manual and those of this Agreement, the provisions of this Agreement shall prevail. C. Annual Work Plan and Budget 1. The Project Implementing Entity, through LVBC, shall prepare and provide to the Bank not later than May 31 in each calendar year (or one month after the Effective Date for the first year of Project implementation): (a) a draft annual work plan and budget for the Project Implementing Entity’s Respective Part of the Project (including Training and Operating Costs) for the subsequent fiscal year (July 1-June 30) of Project implementation, of such scope and detail as the Bank shall have reasonably requested; and (b) any instruments required by the ESCP for the implementation of the activities included in the draft annual work plan and budget. 2. The Project Implementing Entity, through LVBC, shall carry out such annual work plan and budget during such subsequent year as shall have been approved by the Bank (“Annual Work Plan and Budget”). Only those activities that are included in an Annual Work Plan and Budget shall be eligible for financing out of the proceeds of the Financing. 3. Any Training proposed to be included in an Annual Work Plan and Budget, shall include, inter alia: (a) particulars of the Training envisaged; (b) the criteria for selection of the personnel to be trained, and such personnel if known; (c) the selection method of the institution or individuals conducting such Training; (d) the institution conducting such Training if identified; (e) the purpose and justification for such Training; (f) the location and duration of the proposed Training; and (g) the estimate of the cost of such Training and any travels associated with such Training. 4. The Annual Work Plan and Budget may be revised as needed during Project implementation subject to the Bank’s prior written approval. D. Environmental and Social Standards 1. The Project Implementing Entity, through LVBC, shall ensure that the Project Implementing Entity’s Respective Part of Project is carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Bank. -6- 2. Without limitation upon paragraph 1 above, Project Implementing Entity, through LVBC, shall ensure that Project Implementing Entity’s Respective Part of 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 Entities shall ensure that: (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, through LVBC, shall ensure that: (a) all measures necessary are taken to collect, compile, and furnish to the Bank and the Recipient 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 and the Recipient 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. -7- 5. The Project Implementing Entity, through LVBC, 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, through LVBC, 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. Section II. Project Monitoring, Reporting and Evaluation A. Documents; Records 1. In addition, and without limitation to the obligations set forth in Section 2.05 of the Standard Conditions, the Project Implementing Entity shall ensure that: (a) all records evidencing expenditures under the Project Implementing Entity’s Respective Part of Project are retained for seven years and six months after the Closing Date, such records to include: (i) this Agreement, all addenda thereof, and any amendments thereto; (ii) the Project Implementing Entity’s financial and narrative progress reports submitted to the Bank; (iii) the Project Implementing Entity’s financial information related to the Grant, including audit reports, invoices and payroll records; (iv) the Project Implementing Entity’s implementation documentation (including sub-agreements, procurement files, contracts, purchase orders); and (v) the corresponding supporting evidence referred to in Section 3.04 of the Standard Conditions; and (b) the representatives of the Bank and the Recipient are: (i) able to examine all records referred to above in paragraph (a); (ii) provided all such information concerning such records as they may from time to time reasonably request; and (iii) able to disclose such records and information to the donor(s). B. Project Reports 1. The Project Implementing Entity, through LVBC, shall monitor and evaluate the progress of the Project Implementing Entity’s Respective Part of the Project and -8- prepare, and provide to the Bank, through the Recipient, Project Reports for the Project Implementing Entity’s Respective Part of the Project in accordance with the provisions of Section 2.06 of the Standard Conditions. Each Project Report shall cover the period of one calendar semester and shall be furnished to the Recipient for inclusion in the Project Report for the Project with the understanding that the report shall be furnished by the Recipient to the Bank by not later than one (1) month after the end of the period covered by such report.