GEF GRANT NUMBER TF018604 Global Environment Facility Grant Agreement (The Pacific Islands Regional Oceanscape Program Project) Between INTERNA TIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as an Implementing Agency of the Global Environment Facility and PACIFIC ISLANDS FORUM FISHERIES AGENCY Dated January 29, 2015 GEF GRANT NUMBER TF018604 GLOBAL ENVIRONMENT FACILITY GRANT AGREEMENT AGREEMENT dated January 29, 2015, entered into between the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("World Bank"), acting as an implementing agency of the Global Environment Facility ("GEF") and PACIFIC ISLANDS FORUM FISHERIES AGENCY ("Recipient"). WHEREAS (A) the Participating Countries have, pursuant to the FFA Treaty, undertaken to co-operate in the joint and efficient management of oceanic and coastal fisheries within the Western and Central Pacific Ocean and the Recipient has been established under the said Treaty as the body mandated to provide technical advice and support to participating countries in the management of the fisheries resources; and (B) In order to assist in the carrying out of activities aimed at strengthening the management of oceanic and coastal fisheries, and the critical habitats upon which they depend: (1) the Recipient has requested the International Development Association ("Association") to extend 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 I to the Financing Agreement ("Project"); (2) the Recipient has requested the International Bank for Reconstruction and Development ("World Bank"), acting as an Implementing Agency of the Global Environment Facility ("GEF") to provide additional assistance towards the financing of Parts 2 and 3 of the Project and the World Bank, acting as an Implementing Agency of the GEF, has agreed to make available a grant to the Recipient in the amount specified in Section 3.01 of this Agreement ("Grant") (3) Federated States of Micronesia, Republic of Marshall Islands, Solomon Islands and Tuvalu have each requested the Association to assist in the financing of activities related to the Project that are designed to further the objectives of this Project and the Program; and WHEREAS the World Bank acting as Implementing Aency of the GEF, has agreed, on the basis, inter alia, of the foregoing, to extend a Grant to the Recipient as specified in Section 3.01 of this Agreement upon the terms and conditions set forth in this Agreement. NOW THEREFORE, the Recipient and the World Bank hereby agree as follows: -2- Article I Standard Conditions; Definitions 1.01. The Standard Corditions for Grants Made by the World Bank Out of Various Funds, dated February 15, 2012 ("Standard Conditions"), 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 Standard Conditions or in this Agreement or in tl e Financing Agreement. Article II The Project 2.01. The Recipient declares its commitment to the objectives of the project described in Schedule I to this Agreement ("Project"). To this end, the Recipient shall carry out the Project in accordance with the provisions of Article II of the Standard Conditions. 2.02. Without limitatior: upon the provisions of Section 2.01 of this Agreement, and except as the Recipient and the World Bank 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 III The Grant 3.01. The World Bank agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a grant in an amount equal to two million one hundred ninety thousand United States Dollars ($2,190,000) ("Grant") to assist in financing the Project. 3.02. The Recipient ma, withdraw the proceeds of the Grant in accordance with Section II of Schedule 2 to this Agreement. 3.03. The Grant is funded out of the abovementioned trust fund for which the World Bank receives periodic contributions from the donors to the trust fund. In accordance with Section 3.02 of tht Standard Conditions, the World Bank's payment obligations in connection with this Agreement are limited to the amount of funds made available to it by the donors under the abovementioned trust fund, and the Recipient's right to withdraw the Granm proceeds is subject to the availability of such funds. -3- Article IV Additional Remedies 4.01. The Additional Event of Suspension referred to in Section 4.02 (k) of the Standard Conditions consists of the following, namely that the FFA Treaty has been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of Recipient to perform any of its obligations under this Agreement. ArticleV Effectiveness; Termination 5.01. This Agreement shall not become effective until evidence satisfactory to the World Bank has been furnished to the World Bank that the following condition has been satisfied: the Financing Agreement has been executed and delivered and all conditions precedent to its effectiveness or to the right of the Recipient to make withdrawals under it (other than the effectiveness of this Agreement) have been fulfilled. 5.02. Except as the Recipient and the World Bank shall otherwise agree, this Agreement shall enter into effect on the date upon which the World 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 World Bank to suspend the right of the Recipient to make withdrawals from the Grant Account if this Agreement had been effective, the World Bank may postpone the dispatch of the notice referred to in this Section until such event (or events) has (or have) ceased to exist. 5.03. This Agreement and all obligations of the parties under it shall terminate if it has not entered into effect by the date ninety (90) days after the date of this Agreement, unless the World Bank, after consideration of the reasons for the delay, establishes a later date for the purpose of this Section. The World Bank shall promptly notify the Recipient of such later date. Article VI Recipient's Representative; Addresses 6.01. The Recipient's Representative referred to in Section 7.02 of the Standard Conditions is its Director General. -4- 6.02. The Recipient's Address referred to in Section 7.01 of the Standard Conditions is: Pacific Islaads Forum Fisheries Agency I Koloale R-,oad Honiara Solomon Ilands 6.03. The World Bank's Address referred to in Section 7.01 of the Standard Conditions is: International Bank for Reconstruction and Development/International Developmcnt Association 1818 H Street, N.W. Washingtoa, D.C. 20433 United States of America Cable: Telex: Facsimile: INTBAFRAD 248423 (MCI) or 1-202-477-6391 Washingtoi, D.C. 64145 (MCI) -5- AGREED at Honiara, Solomon Islands, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as an Implementing Agency of the Global Environment Facility By Authorized Representative Name: Franz R. Drees-Gross Title: Country Director, EACNF PACIFIC ISLANDS FORUM FISHERIES AGENCY By Authorized Representative Name: James T. Movick Title: Director General -6- 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 program, and consists of the parts described in Schedule I to the Financing Agreement, however the GEF Grant will only finance Parts 2 and 3 of the Project. -7- SCHEDULE 2 Project Execution Section I. Institutional and Other Arran2ements A. General Section I (Implementation Arrangements), Section II (Project Monitoring, Reporting and Evaluation) and Section III (Procurement) of Schedule 2 to the Financing Agreement are hereby incorporated by reference and shall apply, mutatis mutandis, to this Agreement, and the Recipient undertakes to comply with the provisions thereof to the same extent as if such provisions had been set out in full in this Agreement, provided that for the purposes of this Agreement: (1) the references to the "Financing" in said Sections shall be construed as references to the Grant provided for under this Agreement; (2) the references to the "Association" in said Sections shall be construed as references to the World Bank; (3) the reference to Section 4.08 of the General Conditions in Section II.A of Schedule 2 to the Financing Agreement shall be construed as a reference to Section 2.06 of the Standard Conditions; and (4) the references to Sections 4.09 and 4.09 (b) of the General Conditions in Section II.B of Schedule 2 to the Financing Agreement shall be construed as references to Sections 2.07 and 2.07 (b) of the Standard Conditions. Section II. Withdrawal of Grant Proceeds A. General 1 . The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of: (a) Article III of the Standard Conditions; (b) this Section; and (c) such additional instructions as the World Bank may 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 World Bank 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 Grant ("Category"), the allocations of the amounts of the Grant to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: -8- Amount of the Percentage of Expenditures to be Category Grant Allocated Financed (e.pressed in USD) (inclusive of Taxes) (1) Goods, works, 2,190,000 100% non-consulting services, consultants' services, Training and Operating Costs under Parts 2 and 3 of the Project TOTAL AMOUNT 2,190,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the Irovisions of Part A of this Section, no withdrawal shall be made for payments m ide prior to the date of this Agreement. 2. The Closing Date ref.-rred to in Section 3.06 (c) of the Standard Conditions is September 30, 2020. -9- APPENDIX Definitions: 1. "Financing Agreement" means the agreement to be signed between the Association and the Recipient for purposes of financing the Project.