Common use of ACCOUNTABLE ENTITY Clause in Contracts

ACCOUNTABLE ENTITY. The Government hereby establishes Millennium Challenge Account-Gambia (“MCA-Gambia”) in the Ministry of Petroleum and Energy (“MOPE”) as an independent entity with a board of directors and other characteristics and features as discussed in Part B of Annex I, and hereby designates MCA-Gambia to implement the Program and to exercise and perform the Government’s right and obligation to oversee, manage and implement the Program, including without limitation, managing the implementation of the Projects, allocating resources, and managing procurements. Such entity shall: (i) be referred to herein as the “Accountable Entity”; (ii) have the authority to bind the Government with regard to the Program (including, without limitation, the legal authority to execute contracts, grants, cooperative agreements, or other, similar arrangements); and (iii) act in accordance with MCC’s Guidelines for Accountable Entities and Implementation Structures provided by MCC or posted on the MCC Website (the “MCC Governance Guidelines”) (to the extent applicable to the Threshold Program and as may be further instructed by MCC from time to time). The designation of the Accountable Entity contemplated by this Section 3.2(b) does not relieve the Government of any obligations or responsibilities hereunder or under any related agreement, for which the Government remains fully responsible. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). With the prior written consent of MCC, the Government shall designate certain qualified Government employees to serve as interim staff of MCA- Gambia’s Management Unit, via secondment or similar staffing action, until such time as MCA- Gambia engages employees in accordance with Section B.2 of Annex I to this Agreement (the “Interim MCA Team”). The Government shall pay all costs related to the Interim MCA Team and to performing the necessary duties of the Accountable Entity until such time as the Accountable Entity engages employees. The Government and MCC hereby acknowledge and agree that, upon MCC’s consent to the Government’s designation of an individual as a member of the Interim MCA Team, such individual shall be considered for the purpose of this Agreement to be authorized to take actions as if such individual were a permanent member of the Management Unit for so long as that individual is a member of the Interim MCA Team.

ACCOUNTABLE ENTITY. The Government hereby establishes designates the Kenya Millennium Challenge Account-Gambia Development Fund, a state corporation (“MCA-Gambia”body corporate) in the Ministry of Petroleum and Energy (“MOPE”) as an independent entity with that shall have a board of directors and other characteristics and features as discussed in Part B of Annex I, and hereby designates MCA-Gambia to implement the Program and to exercise and perform the Government’s right and obligation to oversee, manage and implement the Program, including without limitation, managing the implementation of the Projects, allocating resources, and managing procurements. Such entity shall: (i) be referred to herein as the “Accountable Entity”; (ii) have the authority to bind the Government with regard to the Program (including, without limitation, the legal authority to execute contracts, grants, cooperative agreements, or other, similar arrangements); and (iii) act in accordance with MCC’s Guidelines Policy for Accountable Entities and Implementation Structures provided by MCC or posted on the MCC Website (the “MCC Governance Guidelines”) (to the extent applicable to the Threshold Program and as may be further instructed by MCC from time to time). The designation of the Accountable Entity contemplated by this Section 3.2(b) does not relieve the Government of any obligations or responsibilities hereunder or under any related agreement, agreement for which the Government remains fully responsible. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). With the prior written consent of MCC, the Government shall designate certain qualified Government employees to serve as interim staff of MCA- Gambiathe Accountable Entity’s Management Operations Unit, via secondment or similar staffing action, until such time as MCA- Gambia the Accountable Entity engages employees in accordance with Section B.2 of Annex I to this Agreement (the “Interim MCA Accountable Entity Team”). The Government shall pay all costs related to the Interim MCA Accountable Entity Team and to performing the necessary duties of the Accountable Entity until such time as the Accountable Entity engages employees. The Government and MCC hereby acknowledge and agree that, upon MCC’s consent to the Government’s designation of an individual as a member of the Interim MCA Accountable Entity Team, such individual shall be considered for the purpose of this Agreement to be authorized to take actions as if such individual were a permanent member of the Management Operations Unit for so long as that individual is a member of the Interim MCA Accountable Entity Team.

ACCOUNTABLE ENTITY. The Government hereby establishes Millennium Challenge Account-Gambia (“has established MCA-Gambia”Zambia as a company limited by guarantee under the laws of Zambia. In accordance with Section 3.2(b) in the Ministry of Petroleum and Energy (“MOPE”) as an independent entity with a board of directors and other characteristics and features as discussed in Part B of Annex Ithis Compact, and hereby designates MCA-Gambia Zambia will act on the Government’s behalf to implement the Program and to exercise and perform the Government’s right rights and obligation responsibilities with respect to overseethe oversight, manage management and implement implementation of the Program, including including, without limitation, managing the implementation of the ProjectsProject and its Activities, allocating resources, resources and managing procurements. Such entity shall: (i) be referred The Government will ensure that MCA-Zambia takes all appropriate actions to herein as implement the “Accountable Entity”; (ii) have Program, including the authority exercise and performance of the rights and responsibilities designated to bind it by the Government with regard pursuant to this Compact and the Program (Implementation Agreement. Without limiting the foregoing, the Government will also ensure that MCA-Zambia has full decision- making autonomy, including, without limitation, the legal authority to execute ability, without consultation with, or the consent or approval of, any other party, to: (i) enter into contracts, grants, cooperative agreementsagreements or any other agreement in its own name; (ii) sue and be sued; (iii) establish an account in a financial institution in the name of MCA-Zambia and hold MCC Funding in that account; (iv) expend MCC Funding; (v) engage a fiscal agent who will act on behalf of MCA- Zambia on terms acceptable to MCC; (vi) engage one or more procurement agents who will act on behalf of MCA-Zambia, or otheron terms acceptable to MCC, similar arrangements)to manage the acquisition of the goods, works and services required by MCA-Zambia to implement the activities funded by this Compact; and (iiivii) act competitively engage one or more auditors to conduct audits of its accounts. The Government will take all the necessary actions to manage and operate MCA-Zambia in accordance with MCC’s Guidelines for Accountable Entities the applicable conditions precedent to the Disbursement of Compact Implementation Funding set forth in Annex IV to this Compact. In accordance with the laws of Zambia, the Minister of Finance and Implementation Structures provided the Secretary to the Treasury, Ministry of Finance and National Planning, will serve as the members of MCA- Zambia, but will not have any control over, or oversight of, the administration or management of MCA-Zambia in their capacity as members of MCA-Zambia. Rather, MCA-Zambia will be administered and managed by MCC or posted on the MCC Website a board of directors (the “MCC Governance GuidelinesBoard”) (to the extent applicable to the Threshold Program and as may be further instructed by MCC from time to time). The designation of the Accountable Entity contemplated by this Section 3.2(b) does not relieve the Government of any obligations or responsibilities hereunder or under any related agreement, for which the Government remains fully responsible. MCC hereby acknowledges and consents to the designation in this Section 3.2(b). With the prior written consent of MCC, the Government shall designate certain qualified Government employees to serve as interim staff of MCA- Gambia’s Management Unit, via secondment or similar staffing action, until such time as MCA- Gambia engages employees in accordance with Section B.2 of Annex I to this Agreement a management unit (the “Interim MCA TeamManagement Unit”). The Government shall pay all costs related In addition, MCA-Zambia will be supported by one or more stakeholders committees (each, a “Stakeholders Committee”) to continue the Interim MCA Team and to performing the necessary duties consultative process during implementation of the Accountable Entity until such time as the Accountable Entity engages employeesProgram. The Government governance of MCA-Zambia is set forth in more detail in the MCA-Zambia Articles of Association (the “Bylaws”), the Program Implementation Agreement and MCC hereby acknowledge and agree thatthe Governance Guidelines, upon MCC’s consent to which, collectively, set forth the Government’s designation of an individual as a member responsibilities of the Interim MCA TeamBoard, such individual shall be considered for the purpose of this Agreement to be authorized to take actions as if such individual were a permanent member of the Management Unit for so long as that individual is a member of and the Interim MCA TeamStakeholders Committee(s).