GCF LOAN NUMBER TF0B5804-UZ GCF GRANT NUMBER TB0B5948-UZ Green Climate Fund Project Agreement (Electricity Sector Transformation and Resilient Transmission Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION Acting as an Accredited Entity of the Green Climate Fund and NATIONAL ELECTRIC GRID OF UZBEKISTAN JOINT-STOCK COMPANY GCF PROJECT AGREEMENT AGREEMENT between INTERNATIONAL DEVELOPMENT ASSOCIATION acting as an Accredited Entity of the Green Climate Fund (“Bank”) and National Electric Grid of Uzbekistan Joint-Stock Company (“Project Implementing Entity”) (“GCF Project Agreement”) in connection with the GCF Financing Agreement (“GCF Financing Agreement”) of the Signature Date between the REPUBLIC OF UZBEKISTAN (“Recipient”) and the Bank, concerning GCF Loan No. TF0B5804-UZ and GCF Grant No.TF0B5948-UZ. 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. To this end, the Project Implementing Entity shall 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 Chairman of the Board. 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 -2- 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: 42 Osiyo street Mirzo Ulugbek district Tashkent, 100000 Republic of Uzbekistan; and (b) the Project Implementing Entity’s Electronic Address is: Facsimile: E-mail: +99871 236 68 64 : info@uzbekistonmet.uz -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 _____________________________________/p s1/Authorized Representative Marco Mantovanelli Name:___________________________ /pn1/ Country Manager Title:____________________________ /pt1/ 09-Feb-2022 Date:___________________________ /pd1/ NATIONAL ELECTRIC GRID OF UZBEKISTAN JOINT-STOCK COMPANY By _______________________________________ /ps2/ Authorized Representative Dadajon Isakulov Name:___________________________ /pn2/ Chairman of the Board Title:____________________________ /pt2/ 02-мар-2022 Date:____________________________ /pd2/ -4- SCHEDULE Execution of the Project Section I. Implementation Arrangements A. Institutional Arrangements 1. The Project Implementing Entity shall carry out the Project in accordance with this Agreement, the Financing Agreement and the Subsidiary Agreement and the Project Operational Manual. 2. The Project Implementing Entity shall (i) prepare and adopt a Project Operational Manual, satisfactory to the Association, and setting out, inter alia: (A) institutional coordination and execution of the Project; (B) project budgeting, disbursement, and financial management; (C) procurement; (D) monitoring and evaluation, reporting, and communication; and (E) any other administrative, financial, technical, and organizational arrangements and procedures that will be relevant for Project implementation; and (ii) not amend or waive, or permit to be amended or waived, the Project Operational Manual, or any provision thereof, in a manner which, in the opinion of the Association, may materially and adversely affect the implementation of the Project. 3. The Project Implementing Entity shall maintain during the entire Project implementation period, the Project Management Unit for the purposes of Project management, monitoring and supervision, with functions, terms of reference and resources acceptable to the Association. 4. No later than sixty (60) days from the Effective Date, the Project Implementing Entity shall cause the PMU to update the current accounting software for managing the accounting and financial reporting of the Project. B. 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: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, and provided in the ESCP; -5- (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 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 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 -6- 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. Project Reports 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 (1) calendar semester, and shall be furnished to the Association not later than one (1) month after the end of the period covered by such report. Section III. Other Undertakings A. 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.