Common use of Institutional Arrangements Clause in Contracts

Institutional Arrangements. 1. For purposes of carrying out the Project Implementing Entity’s Respective Parts of the Project, the Project Implementing Entity shall: (a) maintain, throughout the implementation period of its Respective Parts of the Project, a Project management unit (“Project Management Unit”), which shall be: (i) headed by its Chief Engineer (Development) and assisted by competent staff and experts, all with experience and qualifications, in numbers and under terms of reference acceptable to the Bank; and (ii) provided with such power, financial resources, functions and competences, acceptable to the Bank, as shall be required for it to carry out the day-to-day coordination and implementation of the activities under the Project Implementing Entity’s Respective Parts of the Project; (b) select and engage, by not later than three (3) months after the Effective Date, and thereafter maintain, throughout the implementation period of its Respective Parts of the Project, the services of a Project implementation and management support consultant, with qualifications and experience and under terms of reference acceptable to the Bank, in order to assist the Project Management Unit with the implementation of activities under the Project Implementing Entity’s Respective Parts of the Project, including, inter alia, preparation and review of feasibility studies, design studies, construction supervision, monitoring and evaluation, progress reporting, and support and capacity building activities for the Project Implementing Entity regarding Project management operations and maintenance, including procurement, contract management, quality control, financial management, environmental and social management, occupational health and safety; and (c) establish, by not later than one (1) month after the Effective Date, and thereafter maintain, throughout the implementation period of its Respective Parts of the Project, a Procurement Committee (“Procurement Committee”), which shall be: (i) headed by its Chief Engineer (Development) and with composition and terms of reference acceptable to the Bank; and (ii) provided with such power, financial resources, functions

Institutional Arrangements. 1. For purposes of carrying out the Project Implementing Entity’s Respective Parts of the Project, the Project Implementing Entity shallThe Recipient shall ensure that MTPTC: (a) maintainexecutes agreements (Letters of Undertaking) for each Participating Agency in the Project, therein setting forth the respective obligations of the parties thereunder, notably with respect to the relevant parts of the Project assigned to the concerned Participating Agency for implementation, including in connection therewith, the provision of technical advisory services, the acquisition of goods and the carrying out of works in relation thereto, all in accordance with the guidelines set forth in the Operational Manual; and (b) exercises its rights and carries out its obligations under each such Letter of Undertaking in such a manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing, and, except as the Association shall otherwise agree, ensures that the Recipient shall not assign, amend, abrogate, waive or fail to enforce any such Letter of Undertaking or any provision thereof. 2. The Recipient shall maintain within MTPTC throughout the implementation period of its Respective Parts the Project a Project coordinating unit (UCE) comprising a special emergency team (cellule d’ urgence): (a) having staff adequate in numbers and with functions and resources at all times satisfactory to the Association, including a procurement specialist, an accountant and an international bridge specialist to be selected, in accordance with the provisions of Section III of Schedule 2 to this Agreement and appointed to UCE not later than 4 months after the Effective Date; (b) responsible for the effective implementation of the Project, a Project management unit including procurement, financial management, audit, and monitoring and evaluation in relation thereto; and (“Project Management Unit”), which shall bec) responsible for: (i) headed by its Chief Engineer (Development) submitting through MTPTC, annual draft Project work plans and assisted by competent staff and experts, all with experience and qualifications, in numbers and under terms of reference acceptable budget to the BankAssociation for its prior review and approval; and (ii) provided with such power, financial resources, functions and competences, acceptable to the Bank, as shall be required for it to carry carrying out the day-to-day coordination and implementation of the activities under Project, taking into account the Project Implementing EntityAssociation’s Respective Parts of the Project;views and recommendations thereon. (b) select and engage3. The Recipient shall, by not later than three (3) 4 months after the Effective Date, appoint as advisor to the minister in charge of MTPTC and maintain thereafter maintain, throughout at all times during the implementation period of its Respective Parts of the Project, the services of a Project implementation and management support consultant, with qualifications and experience and under terms of reference acceptable to the Bank, in order to assist the Project Management Unit with the implementation of activities under the Project Implementing Entity’s Respective Parts of the Project, including, inter alia, preparation and review of feasibility studies, design studies, construction supervision, monitoring and evaluation, progress reporting, and support and capacity building activities for the Project Implementing Entity regarding Project management operations and maintenance, including procurement, contract management, quality control, financial management, environmental and social management, occupational health and safety; and (c) establish, by not later than one (1) month after the Effective Date, and thereafter maintain, throughout the implementation period of its Respective Parts of the Project, a Procurement Committee (“Procurement Committee”), which shall be: (i) headed by its Chief Engineer (Development) financial management specialist to ensure proper financial coordination between MTPTC and with composition and terms of reference acceptable to the Bank; and (ii) provided with such power, financial resources, functionsParticipating Agencies under the Project.

Institutional Arrangements. 1. For purposes The Project Implementing Entity shall: appoint the First Deputy Governor, and maintain him/her throughout the period of carrying out Project Implementation, as its delegate to the Project Implementing Entity’s Respective Parts Steering Committee to ensure proper policy guidance and general oversight of the Project, inter-ministerial/inter-agency coordination of Project activities, and the Project’s close monitoring and evaluation; and establish, and thereafter maintain throughout the period of Project implementation, a Technical Working Group, vested with the responsibility of handling the day-to-day technical aspects of its Respective Part of the Project (other than the fiduciary responsibilities assigned to the PMU); which group shall be comprised of experienced and qualified technical staff, in sufficient numbers and under terms of reference satisfactory to the Association, and granted with necessary powers, functions and resources required for providing technical guidance for: (i) carrying out the planning and strategic sequencing of Project activities, and developing terms of reference and technical specifications therefor; (ii) managing contract and monitoring performance therefor; (iii) monitoring and supervising Project activities under Part C of the Project; and (iv) preparing Project Reports for submission to the Project Management Unit, the PSC and the Association. The Project Implementing Entity shall: adopt, and implement its Respective Part of the Project pursuant to, the Project Implementation Manual; and not amend, suspend, waive, cancel or abrogate, whether in whole or in part, any of said manual, without the prior written concurrence of the Association. The Project Implementing Entity shall: (a) maintainprepare, throughout by no later than September 15 each year, commencing on September 15, 2010, and furnish to the implementation period of PSC and the Association for review and concurrence, a draft Annual Implementation Plan for the following Fiscal Year, which plan shall identify Project activities under its Respective Parts Part of the ProjectProject by sub-components, a Project management unit (“Project Management Unit”), which shall be: (i) headed by its Chief Engineer (Development) detailing their related expenditures and assisted by competent staff and experts, all with experience and qualifications, in numbers and under terms of reference acceptable to the Bankfinancing sources; and (ii) provided with such power, financial resources, functions and competences, acceptable to the Bank, as shall be required for it to carry out the day-to-day coordination and implementation of the activities under the Project Implementing Entity’s Respective Parts of the Project;and (b) select and engagethereafter, by not later than three (3) months after implement the Effective DateProject activities during the respective Fiscal Year pursuant to such plan as so discussed with, and thereafter maintain, throughout the implementation period of its Respective Parts of the Projectagreed by, the services of a Project implementation Steering Committee and management support consultant, with qualifications and experience and under terms of reference acceptable to the Bank, in order to assist the Project Management Unit with the implementation of activities under the Project Implementing Entity’s Respective Parts of the Project, including, inter alia, preparation and review of feasibility studies, design studies, construction supervision, monitoring and evaluation, progress reporting, and support and capacity building activities for the Project Implementing Entity regarding Project management operations and maintenance, including procurement, contract management, quality control, financial management, environmental and social management, occupational health and safety; and (c) establish, by not later than one (1) month after the Effective Date, and thereafter maintain, throughout the implementation period of its Respective Parts of the Project, a Procurement Committee (“Procurement Committee”), which shall be: (i) headed by its Chief Engineer (Development) and with composition and terms of reference acceptable to the Bank; and (ii) provided with such power, financial resources, functionsAssociation.

Institutional Arrangements. 1. For purposes of carrying out the Project Implementing Entity’s Respective Parts of the Project, the Project Implementing Entity The Borrower shall: (a) Establish and thereafter operate and maintain, throughout the implementation period of its Respective Parts of the ProjectProject implementation, a Project management unit (“Project Management Unit”)PCU within SEPLAN with functions, which shall be: (i) headed by its Chief Engineer (Development) and assisted by competent staff and experts, all with experience and qualifications, in numbers and under terms of reference acceptable to the Bank; resources and (iisubject to paragraph (b) provided with such power, financial resources, functions and competences, below) composition acceptable to the Bank, as shall further detailed in the Project Operations Manual, which will be required responsible for it the overall management, planning, coordination, monitoring and evaluation of Project activities, as well as for the Project financial management, procurement, disbursement, accounting, environmental and social aspects, and communication strategy; and (b) Not later than ninety (90) days after the Effective Date, complete, in a manner acceptable to carry out the day-to-day coordination and implementation Bank, the staffing of the activities under PCU as set out in the Project Implementing Entity’s Respective Parts Operations Manual. 2. The Borrower shall: (a) Establish, or cause to be established (as applicable), and thereafter operate and maintain, or cause to be operated and maintained (as applicable), throughout Project implementation, PIUs within INTERPI, SEMARH and SAF with functions, resources and (subject to paragraph (b) below) composition acceptable to the Bank, as further detailed in the Project Operations Manual, to implement their respective parts of the ProjectProject as set out in Article III; (b) select and engage, by not Not later than three ninety (390) months days after the Effective Date, and thereafter maintaincomplete, throughout the implementation period of its Respective Parts of the Project, the services of in a Project implementation and management support consultant, with qualifications and experience and under terms of reference manner acceptable to the Bank, the staffing of the PIUs as set out in order to assist the Project Management Unit with the implementation of activities under the Project Implementing Entity’s Respective Parts of the Project, including, inter alia, preparation and review of feasibility studies, design studies, construction supervision, monitoring and evaluation, progress reporting, and support and capacity building activities for the Project Implementing Entity regarding Project management operations and maintenance, including procurement, contract management, quality control, financial management, environmental and social management, occupational health and safety; andOperations Manual. (c) establish, by not 3. Not later than one ninety (190) month days after the Effective Date, the Borrower shall establish, and thereafter operate and maintain, throughout the implementation period of its Respective Parts of the ProjectProject implementation, a Procurement Committee steering committee (the “Procurement Steering Committee”)) responsible for Project oversight, which shall be: (i) headed by its Chief Engineer (Development) providing strategic direction, ensuring inter-agency collaboration, monitoring progress, and with composition composition, functions and terms of reference resources acceptable to the Bank; and (ii) provided with such power, financial resources, functionsas further detailed in the Project Operations Manual.

Institutional Arrangements. 1. For purposes The Recipient shall vest responsibility for the overall management of the Project in MMERE, including responsibility for carrying out day-to-day management and implementation of the Project, and coordinating with the Project Implementing Entity’s Respective , other government ministries or agencies and relevant stakeholders on all aspects of Project implementation. Specifically: (a) MMERE shall be responsible for the implementation of Parts 1, 2 (a) and (b), 3 and 4 of the Project, ; and (b) the Project Implementing Entity shall be responsible for the implementation of Part 2(c) of the Project. 2. The Recipient shall: (a) maintain, throughout the Project implementation period of its Respective Parts of the Projectperiod, a Project management unit (“Project Management Unit”)PMU under MMERE, with a mandate, composition, terms of reference, and resources satisfactory to the Association, which shall be: (i) headed by its Chief Engineer (Development) responsible for, inter alia, the overall day-to-day management and assisted by competent staff implementation of the Project, including, financial management, procurement, environmental and expertssocial risks management, all monitoring and evaluation, and supporting coordination, reporting and communication of Project activities and coordination with experience other government ministries or agencies and qualifications, in numbers and under terms of reference acceptable to the Bankrelevant stakeholders; and (ii) provided comprised of staff and personnel, all with such powerterms of reference, financial resources, functions qualifications and competences, acceptable experience satisfactory to the Bank, as shall be required for it to carry out the day-to-day coordination and implementation of the activities under the Project Implementing Entity’s Respective Parts of the ProjectAssociation; (b) select and engagewithout limitation to the foregoing, by not no later than three (3) months after the Effective DateDate (or such later date as may be agreed with the Association in writing), recruit, with terms of reference, qualifications, and experience satisfactory to the Association, and thereafter maintain, throughout the Project implementation period period: (i) a Project manager; (ii) an accountant; and (iii) a procurement officer; and (c) cause the Project Implementing Entity to maintain, throughout the Project implementation period, a Special Projects and Planning Division and a Finance and Internal Audit Division within the Project Implementing Entity, which shall be responsible for implementation of its Respective Parts Part of the Project, the services of both with a Project implementation and management support consultantmandate, with qualifications and experience and under composition, terms of reference acceptable reference, and resources satisfactory to the BankAssociation, in order to assist the Project Management Unit with the implementation of activities under the Project Implementing Entity’s Respective Parts of the Project, includingand which shall be: (i) responsible for, inter alia, preparation and review of feasibility studies, design studies, construction supervision, monitoring and evaluation, progress reporting, and support and capacity building activities for supporting the Project Implementing Entity regarding Project management operations and maintenance, including on procurement, contract management, quality control, financial management, environmental and social risks management, occupational health and safety; and (c) establish, by not later than one (1) month after the Effective Datereporting, and thereafter maintain, throughout monitoring and evaluation activities under the implementation period of its Project Implementing Entity's Respective Parts Part of the Project, a Procurement Committee (“Procurement Committee”), which shall be: (i) headed by its Chief Engineer (Development) and with composition and terms of reference acceptable to the Bank; and (ii) provided comprised of staff and personnel, all with such powerterms of reference, financial resources, functionsqualifications and experience satisfactory to the Association.

Institutional Arrangements. 1. For purposes The Borrower, through the DA, shall maintain, throughout the period of carrying out the Project Implementing Entity’s Respective Parts implementation of the Project, Project implementation structures at the national and sub-national levels, all with composition, functions, staffing and resources satisfactory to the Bank and set out in the Project Implementing Entity Operations Manual (“POM”). 2. Without limitation to the foregoing, the Borrower, through the DA, shall: (a) maintain, throughout the implementation period of its Respective Parts of the Project, a Project management unit (“Project Management Unit”), which shall be: (i) headed by its Chief Engineer (Development) and assisted by competent staff and experts, all with experience and qualifications, in numbers and under terms of reference acceptable to the Bank; and (ii) provided with such power, financial resources, functions and competences, acceptable to the Bank, as shall be required for it to carry out the day-to-day coordination and implementation of the activities under the Project Implementing Entity’s Respective Parts of the Project; (b) select and engage, by not no later than three (3) months after the Effective Date, and thereafter maintain, throughout the implementation period of its Respective Parts of the Project, the services of a Project implementation and management support consultant, with qualifications and experience and under terms of reference acceptable to the Bank, in order to assist the Project Management Unit with the implementation of activities under the Project Implementing Entity’s Respective Parts of the Project, including, inter alia, preparation and review of feasibility studies, design studies, construction supervision, monitoring and evaluation, progress reporting, and support and capacity building activities for the Project Implementing Entity regarding Project management operations and maintenance, including procurement, contract management, quality control, financial management, environmental and social management, occupational health and safety; and (c) establish, by not later than one (1) month after the Effective Date, and thereafter maintain, throughout the implementation period of its Respective Parts of the Project, a Procurement Committee (“Procurement Committee”)MIADP Advisory Board chaired by the Secretary of Agriculture or a person designated by the Secretary of Agriculture, which shall bebe responsible for providing overall policy guidance and oversight for Project implementation; (b) maintain throughout the implementation of the Project, a Project Support Office within the DA, which shall be responsible, inter alia, for carrying out the day-to- day implementation of the Project, including: (i) preparing annual work and financial plans; (ii) processing procurement, financial management, environmental and social impact management; (iii) monitoring and evaluation of the Project; and (iv) reporting on Project progress and results; and (c) at each region of Mindanao, prior to the commencement of any Project activity in the respective region, establish and thereafter maintain throughout the implementation of the Project: (i) a Regional Project Coordination Office, headed by its Chief Engineer a regional executive director, which shall be responsible, inter alia, for day-to-day Project management and implementation at the respective region; and (Developmentii) a Regional Project Advisory Board, headed by a regional executive director, which shall be responsible, inter alia, for approving Subproject proposals and providing guidance for Project implementation at the respective region. 3. To facilitate the implementation of the Project, the Borrower, through the DA, shall: (a) by no later than three (3) months after the Effective Date, enter into a memorandum of agreement with composition the NCIP setting out the agreed arrangements for NCIP to support project implementation, under terms and terms of reference conditions acceptable to the Bank; and (b) prior to the commencement of any Project activity at local levels, enter into a memorandum of agreement with each Participating LGU outlining the terms of their respective implementation of the Project under terms and (ii) provided with such power, financial resources, functionsconditions acceptable to the Bank.

Institutional Arrangements. 1. For purposes of carrying out the Project Implementing Entity’s Respective Parts of the Project, the The Project Implementing Entity shall: (a) maintainappoint the First Deputy Governor, and maintain him/her throughout the implementation period of Project Implementation, as its Respective Parts delegate to the Project Steering Committee to ensure proper policy guidance and general oversight of the Project, inter-ministerial/inter-agency coordination of Project activities, and the Project’s close monitoring and evaluation; and (b) establish, and thereafter maintain throughout the period of Project implementation, a Technical Working Group, vested with the responsibility of handling the day-to-day technical aspects of its Respective Part of the Project management unit (“Project Management Unit”other than the fiduciary responsibilities assigned to the PMU), ; which group shall be: (i) headed by its Chief Engineer (Development) be comprised of experienced and assisted by competent staff and experts, all with experience and qualificationsqualified technical staff, in sufficient numbers and under terms of reference acceptable satisfactory to the BankAssociation, and granted with necessary powers, functions and resources required for providing technical guidance for: (i) carrying out the planning and strategic sequencing of Project activities, and developing terms of reference and technical specifications therefor; (ii) managing contract and monitoring performance therefor; (iii) monitoring and supervising Project activities under Part C of the Project; and (iiiv) provided with such power, financial resources, functions and competences, acceptable preparing Project Reports for submission to the BankProject Management Unit, as shall be required for it to carry out the day-to-day coordination PSC and implementation the Association. 2. The Project Implementing Entity shall: (a) adopt, and implement its Respective Part of the activities under Project pursuant to, the Project Implementing Entity’s Respective Parts of the Project;Implementation Manual; and (b) select and engagenot amend, by not later than three (3) months after suspend, waive, cancel or abrogate, whether in whole or in part, any of said manual, without the Effective Date, and thereafter maintain, throughout the implementation period of its Respective Parts prior written concurrence of the Project, the services of a Project implementation and management support consultant, with qualifications and experience and under terms of reference acceptable to the Bank, in order to assist the Project Management Unit with the implementation of activities under the Project Implementing Entity’s Respective Parts of the Project, including, inter alia, preparation and review of feasibility studies, design studies, construction supervision, monitoring and evaluation, progress reporting, and support and capacity building activities for the Association. 3. The Project Implementing Entity regarding shall: (a) prepare, by no later than September 15 each year, commencing on September 15, 2010, and furnish to the PSC and the Association for review and concurrence, a draft Annual Implementation Plan for the following Fiscal Year, which plan shall identify Project management operations activities under its Respective Part of the Project by sub-components, detailing their related expenditures and maintenance, including procurement, contract management, quality control, financial management, environmental and social management, occupational health and safetyfinancing sources; and (cb) establishthereafter, by not later than one (1) month after implement the Effective DateProject activities during the respective Fiscal Year pursuant to such plan as so discussed with, and thereafter maintainagreed by, throughout the implementation period of its Respective Parts of Project Steering Committee and the Project, a Procurement Committee (“Procurement Committee”), which shall be: (i) headed by its Chief Engineer (Development) and with composition and terms of reference acceptable to the Bank; and (ii) provided with such power, financial resources, functionsAssociation.

Institutional Arrangements. 1. For purposes of carrying out the Project Implementing Entity’s Respective Parts Steering Committee To ensure proper oversight of the Project, the Recipient shall maintain throughout the Project Implementing Entity shall:implementation period, the project steering committee (“Project Steering Committee”), chaired by the Permanent Secretary of the MFMR, and comprised of, inter alia, representatives at Director level and above, from the Recipient’s ministries responsible for finance, environment, and justice (as needed), and the Project coordinator referred to in Paragraph 2(b) below, to be responsible for overseeing timely implementation and technical direction of the Project, as well as approving Annual Workplans and Budgets. To this end, the Recipient shall ensure that the Project Steering Committee shall meet twice every calendar year. 2. Ministry of Fisheries and Marine Resources (“MFMR”) (a) maintain, throughout the To ensure proper and efficient implementation period of its Respective Parts of the Project, a Project management unit (“the Recipient shall vest in the MFMR overall responsibility for implementation of the Project, including financial and procurement management, and shall ensure that MFMR has adequate resources required for implementation of the Project. To this end, the Recipient shall maintain the Project Management Unit”Unit (PMU), which shall be: (i) headed by its Chief Engineer (Development) and assisted by competent staff and expertswithin MFMR, all with experience and qualifications, in numbers and under terms of reference acceptable to the Bank; and (ii) provided with such power, financial resources, functions and competences, acceptable to the Bank, as shall be required responsible for it to carry out the day-to-day coordination implementation and implementation of the activities under the Project Implementing Entity’s Respective Parts monitoring of the Project;. (b) select The Recipient shall ensure that the PMU is staffed with necessary personnel at all times during Project Implementation. To this end, the Recipient shall maintain in the PMU, a Project Coordinator, an Environmental and engageSocial Advisor, by not a Project Administrative & Financial Assistant; and shall recruit no later than three four (34) months after the Effective Date, and thereafter maintain, throughout the implementation period of its Respective Parts of the Project, the services of a Project implementation and management support consultantAccountant, with qualifications and experience and under terms of reference acceptable to the Bank, in order to assist the Project Management Unit with the implementation of activities under the Project Implementing Entity’s Respective Parts of the Project, including, inter alia, preparation and review of feasibility studies, design studies, construction supervision, monitoring and evaluation, progress reportinga Senior Procurement Officer, and support and capacity building activities for the Project Implementing Entity regarding Project management operations and maintenance, including procurement, contract management, quality control, financial management, environmental and social management, occupational health and safety; and (c) establish, by not no later than one (1) month after the Effective Date, an Environmental and thereafter maintainSocial Officer; all with qualifications, throughout the implementation period of its Respective Parts of the Projectexperience, a Procurement Committee (“Procurement Committee”), which shall be: (i) headed by its Chief Engineer (Development) and with composition and terms of reference acceptable satisfactory to the Bank; Association. 3. National Technical Working Group (“NTWG”) The MFMR shall maintain the NTWG consisting of technical staff from respective line departments, to be in charge of provision of technical inputs to the PMU, as well as review results of the continuing development of the Project’s implementation systems, processes, and (ii) provided with such power, financial resources, functionsProgram Operations Manual.

Institutional Arrangements. 1. For purposes of carrying out the Project Implementing Entity’s Respective Parts of the Project, the Project Implementing Entity The Borrower shall: (a) establish and thereafter operate and maintain, throughout until the implementation period of its Respective Parts completion of the Project, a coordination unit within SEPLAN, to be responsible for the overall coordination, monitoring and reporting of the Project management unit (the “Project Management UnitPCU”), which shall be: (i) headed by its Chief Engineer (Development) and assisted by competent staff and experts, all staffed with experience and qualifications, in numbers and under experts with terms of reference acceptable to the Bank; employment, qualifications and (ii) provided with such power, financial resources, functions and competences, acceptable experience satisfactory to the Bank, all as shall be required for it to carry out the day-to-day coordination and implementation of the activities under set forth in the Project Implementing Entity’s Respective Parts of the Project;Operations Manual. (b) select operate and engage, by not later than three maintain in: (3i) months after the Effective Date, and thereafter maintain, throughout the implementation period of its Respective Parts of the Project, the services of SESAPI a Project implementation and management support consultant, unit (the SESAPI PIU) and (ii) SASC a Project implementation unit (the SASC PIU) (A) both with qualifications and experience and under terms of reference acceptable to the Bank, in order to assist the Project Management Unit with the responsibilities for implementation of activities under the Project Implementing Entity’s Respective their respective Parts of the Project, including, inter alia, preparation elaborating and review disseminating annual operations plans, drafting relevant technical and/or legal norms to support Project implementation, preparing technical specifications and terms of feasibility studies, design studies, construction supervisionreference for the activities to be financed by the Project, monitoring Project implementation and evaluation, progress reporting, results and support coordinating with other agencies intersectoral activities and capacity building activities for the Project Implementing Entity regarding Project management operations and maintenance, including procurement, contract management, quality control, financial management, environmental and social management, occupational health and safetymonitoring; and (B) staffed with experts with terms of employment, qualifications and experience satisfactory to the Bank, all as set forth in the Project Operations Manual. (c) establishensure that the collection, by use and processing (including transfers to third parties) of any Personal Data collected under this Project shall be done in accordance with the best international practice, ensuring legitimate, appropriate, and proportionate treatment of such data. (d) not later than one sixty (160) month days after the Effective Date, establish and thereafter maintain, throughout operate and maintain a steering committee (the implementation period of its Respective Parts of the Project, a Procurement Committee (“Procurement Steering Committee”), which shall be: (i) headed by its Chief Engineer (Development) and with composition and terms of reference acceptable to the Bank, all as set forth in the Project Operations Manual. (e) without limitation to the provisions of paragraphs (a) and (b) of this Section, not later sixty (60) days after the Effective Date, complete the staffing of the PCU and the PIUs as set forth in the POM. (f) not later than ninety (90) days after the Effective Date, adopt a plan for the implementation of the Project, satisfactory to the Bank, which shall include inter alia, a timeline and the responsibilities of the agencies involved in the implementation. (g) for purposes of implementation of Part 2 (a) of the Project, related to the Cash Transfer Program, the Borrower shall submit evidence in form and substance acceptable to the Bank, demonstrating that: (i) the Cash Transfer Program Legislation is in force and it has not being amended, suspended, abrogated, repealed or waived so as to affect materially and adversely, in the opinion of the Bank, the carrying out of the Project or the achievement of the objectives thereof; and (ii) provided the Borrower maintains inter- institutional arrangements with the Financial Institution to ensure the provision of Cash Transfers to the Eligible Beneficiaries in accordance with the POM, which arrangements contain provisions where the Borrower exercises its rights and carries out its obligations in such powermanner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the loan. (h) for purposes of implementation of Part 2 (b) (ii) of the Project, financial resourcesrelated to the Cash Allowance Program, functionsthe Borrower shall submit evidence in form and substance acceptable to the Bank, demonstrating that: (i) appropriate legislation has been issued establishing the Cash Allowance Program, its criteria, governance, rules and procedures (“Cash Allowance Program Legislation”) and making it fully operational; and (ii) the Borrower has implemented inter-institutional arrangements with the Financial Institution to ensure the provision of Cash Allowances to the Eligible Students in accordance with the POM, which arrangements contain provisions where the Borrower exercises its rights and carries out its obligations in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the loan. (i) maintain the inter-institutional arrangements with the Financial Institution and ensure that it provides Cash Transfers to the Eligible Beneficiaries and Cash Allowances to Eligible Students in accordance with the provisions of the POM. (j) the Borrower shall not assign, amend, abrogate, or waive said inter- institutional arrangements with the Financial Institution related to the Cash Transfer Program and the Cash Allowance Program, so as to affect materially and adversely, in the opinion of the Bank, the carrying out of the Project.

Institutional Arrangements. 1. For purposes of carrying out the Project Implementing Entity’s Respective Parts of the Project, the Project Implementing Entity The Borrower shall: (a) Establish and thereafter operate and maintain, throughout the implementation period of its Respective Parts of the ProjectProject implementation, a Project management unit (“Project Management Unit”)PMU within SECTI with functions, which shall be: (i) headed by its Chief Engineer (Development) and assisted by competent staff and experts, all with experience and qualifications, in numbers and under terms of reference acceptable to the Bank; resources and (iisubject to paragraph (b) provided with such power, financial resources, functions and competences, below) composition acceptable to the Bank, as further detailed in the Project Operations Manual and the ESCP, which shall be required responsible for it overall Project coordination, implementation, reporting and supervision, including with respect to carry out the day-to-day coordination procurement and implementation of the activities under the Project Implementing Entity’s Respective Parts of the Project; (b) select and engage, by not later than three (3) months after the Effective Date, and thereafter maintain, throughout the implementation period of its Respective Parts of the Project, the services of a Project implementation and management support consultant, with qualifications and experience and under terms of reference acceptable to the Bank, in order to assist the Project Management Unit with the implementation of activities under the Project Implementing Entity’s Respective Parts of the Project, including, inter alia, preparation and review of feasibility studies, design studies, construction supervisioncontract management, monitoring and evaluation, progress reporting, financial management (accounting and support and capacity building activities for the Project Implementing Entity regarding Project management operations and maintenance, including procurement, contract management, quality control, financial managementdisbursement procedures), environmental and social management, occupational health and safetystakeholder engagement; and (cb) establish, by not Not later than one sixty (160) month days after the Effective Date, and thereafter maintaincomplete, throughout the implementation period of its Respective Parts of the Project, in a Procurement Committee (“Procurement Committee”), which shall be: (i) headed by its Chief Engineer (Development) and with composition and terms of reference manner acceptable to the Bank; , the staffing of the PMU (including the hiring of consultants) as set out in the Project Operations Manual and the ESCP. 2. The Borrower shall: (a) Establish, or cause to be established (as applicable), and thereafter operate and maintain, or cause to be operated and maintained (as applicable), throughout Project implementation, PIUs within PRODEST, SEG and SESP, with functions, resources and (iisubject to paragraph (b) provided below) composition acceptable to the Bank, as further detailed in the Project Operations Manual, to implement their respective parts of the Project as set out in Article III of this Agreement; (b) Not later than ninety (90) days after the Effective Date, complete, in a manner acceptable to the Bank, the staffing of the PIUs (including consultants) as set out in the Project Operations Manual. 3. Not later than ninety (90) days after the Effective Date, the Borrower shall establish, and thereafter operate and maintain, throughout Project implementation, the Steering Committee with such powerfunctions, financial resourcesresources and composition acceptable to the Bank, functionsas further detailed in the Project Operations Manual, which shall be responsible for Project oversight, strategic guidance, coordination and monitoring of progress.

Institutional Arrangements. 1. For purposes Without limitation upon the provisions of carrying Section 3.01 of this Agreement, the Borrower, through SS, shall carry out the Project Implementing Entity’s Respective Parts in accordance with the Operational Manual, satisfactory to the Bank, containing, inter alia, specific provisions on detailed arrangements for Project implementation, including: (a) the procurement, financial management, disbursement, reporting and auditing requirements thereof; (b) the Key Performance Indicators; (c) roles and responsibilities of the Projectdifferent administrative units and divisions within SS, the federal advisory committee referred to in Section I.A.3 of this Schedule, and the Federal Entities in Project Implementing Entity implementation; (d) the Environmental Action Plan; and (e) the environmental provisions for Phase 2 Construction of the Borrower’s national reference laboratory for epidemiological surveillance and the IPP at such time as such documents shall be prepared and approved by the Bank as per the requirements of Section 1. D. 2 of this Schedule. Except as the Bank shall otherwise agree, the Borrower shall not amend, waive or fail to enforce any provision of the Operational Manual without the Bank’s prior written approval. In case of any conflict between the terms of the Operational Manual and those of this Agreement, the terms of this Agreement shall prevail. 2. The Borrower, through SS, shall: (a) maintainmaintain within DGAE, throughout the implementation period of its Respective Parts of the Projectat all times during Project implementation, a Project management unit (“Project Management Unit”)team, which shall be: (i) headed by its Chief Engineer (Development) and assisted by competent staff and experts, all with experience and qualifications, in numbers and under terms of reference acceptable to the Bank; and (ii) provided with such power, financial resourcesan organization, functions and competencesresponsibilities described in the Operational Manual, acceptable including, inter alia, the responsibility of said team to coordinate and monitor the Bank, as shall be required for it to carry carrying out the day-to-day coordination and implementation of the activities under the Project Implementing Entity’s Respective Parts of the Project; (b) select maintain within DO, at all times during Project implementation, a team with organization, functions and engageresponsibilities described in the Operational Manual, by including, inter alia, the responsibility of said team to handle fiduciary matters of the Project; and (c) ensure that the Project teams referred to in paragraphs (a) and (b) above are, at all times during Project implementation, formed with professional and administrative staff, in adequate numbers and with appropriate experience and qualifications acceptable to the Bank. 3. The Borrower, through SS, shall, not later than three (3) two months after the Effective Date, create and thereafter maintain, throughout maintain a federal advisory committee with the implementation period of its Respective Parts powers and responsibilities described in the Operational Manual to advise and guide DGAE in the carrying out of the Project. (a) The Borrower, the services of through SS, shall, prior to issuing bidding documents for activities aimed to benefit and/or be implemented by a Project implementation and management support consultantFederal Entity, with qualifications and experience and under terms of reference acceptable enter into a Cooperation Agreement, satisfactory to the Bank, in order with that Federal Entity for it to assist the Project Management Unit with Borrower in the implementation of activities under the Project Implementing Entity’s Respective Parts carrying out of the Project, including. The Cooperation Agreements shall include, inter alia, preparation the obligation of the relevant Federal Entity, as the case may be: (i) to assist in the procurement process; (ii) to execute complementary activities; (iii) to distribute medicines and review of feasibility studies, design studies, construction supervision, monitoring and evaluation, progress reporting, and support and capacity building activities for the Project Implementing Entity regarding Project management operations and maintenance, including procurement, contract management, quality control, financial management, environmental and social management, occupational health and safetyvaccines; and (civ) establishto comply with the safeguard requirements, by not later than one all in accordance with the requirements of this Agreement. (1b) month after The Borrower, through SS, shall exercise its rights and carry out its obligations under the Effective Date, and thereafter maintain, throughout Cooperation Agreements in such a manner as to protect the implementation period of its Respective Parts interests of the ProjectBank and to accomplish the purposes of the Loan. Except as the Bank may otherwise agree, a Procurement Committee (“Procurement Committee”)the Borrower shall not amend, which shall be: (i) headed by its Chief Engineer (Development) and with composition and waive or fail to enforce any provision of the Cooperation Agreements. In case of any conflict between the terms of reference acceptable to any Cooperation Agreement and those of this Agreement, the Bank; and (ii) provided with such power, financial resources, functionsterms of this Agreement shall prevail.