Common use of Implementation Obligations Clause in Contracts

Implementation Obligations. (a) The Recipient shall prepare and adopt: (i) a Project Operational Manual acceptable to the Association (“Project Operational Manual”), giving details of guidelines and procedures agreed with the Association and other Program Partners for the implementation, supervision, and monitoring and evaluation, of the Project, including: (A) institutional and staffing arrangements; (B) reporting requirements as set forth in Part A of Section II of this Schedule 2; (C) Program Performance Indicators; (D) financial management procedures and audit procedures as set forth in Part B of Section II of this Schedule 2; (E) procurement procedures as set forth in Section III of this Schedule 2; (F) details of the Social/Environmental Management Framework; and (G) details of the Good Governance Framework; (ii) a SDG Operational Manual (“SDG Operational Manual”) acceptable to the Association, giving details of the guidelines and procedures governing SDGs, including the eligibility criteria to be used for the identification and selection of Eligible Beneficiaries, and the terms and conditions governing approval of Subprojects and award of SDGs; (iii) a HEF Operational Manual (“HEF Operational Manual”) acceptable to the Association, giving details of the guidelines and procedures governing HEF Grants, including the eligibility criteria to be used for the identification and selection of Eligible Beneficiaries, and the terms and conditions governing approval of Subprojects and award of HEF Grants; and (iv) a manual (“MBPI Manual”) acceptable to the Association, for the introduction within MOH of a merit-based performance incentive scheme (“MBPI”), designed to link pay to performance and provide incentives for enhanced performance. (b) The Recipient shall implement the Project in accordance with the Project Operational Manual, SDG Operational Manual, HEF Operational Manual and MBPI Manual, and, except as the Association shall otherwise agree, shall not amend or waive any provision thereof if, in the opinion of the Association, such amendment or waiver may materially and adversely affect the implementation of the Project. 2. The Recipient shall, in conjunction with the Association and other Program Partners, undertake annual Program-related reviews as follows, based on terms of reference acceptable to the Association and other Program Partners: (a) a joint annual performance review (“Joint Annual Performance Review”), to be held not later than March of every year, during which they will jointly review progress in sector performance in the light of the Program Performance Indicators, and identify priorities for the next planning cycle; and (b) a joint annual operational plan and appraisal (“Joint Annual Operational Plan and Appraisal”), to be held not later than September of every year, during which AOPs for the forthcoming Fiscal Year are to be consolidated and endorsed for final approval, and each Program Partner’s proposed share in the cost of the AOP and the Pooled Account, along with the Recipient’s own counterpart contribution, shall be duly noted and recorded. (a) The Recipient shall establish and thereafter maintain, on terms and conditions which shall be acceptable to the Association, a single non- interest bearing foreign exchange account (“Pooled Account”) with the National Bank of Cambodia or a commercial bank, as the case may be, to be managed by MOH, into which the Association and other Program Partners who elect to do so (“Pooling Partners”) shall be invited to pool their respective contributions to the cost of the Project in order to have the Project funded jointly and on a common basis, according to each Pooling Partner’s respective percentage share of the Pooled Account. (b) The Recipient shall conclude an agreement (“Joint Partnership Arrangement”) with Pooling Partners, on terms and conditions acceptable to both the Recipient and the Pooling Partners, giving details of the operational guidelines and modalities governing the Pooled Account, including the relevant institutional arrangements, fiduciary and capacity building provisions, assessment and monitoring requirements, disbursement arrangements, and information-sharing and conflict resolution measures. 4. The Recipient shall ensure that: (a) proceeds of the Credit shall be used exclusively to finance Eligible Expenditures and in accordance with the respective AOP; and (b) such expenditures shall be deemed to have been jointly financed by the Pooling Partners in accordance with each Pooling Partner’s previously agreed percentage share of funds in the Pooled Account. 5. No expenditure shall be considered eligible under the Project except to the extent that: (a) the relevant AOP has been approved by the Association; (b) the expenditure is consistent with the AOP as approved; and (c) the percentage share of the expenditure attributable to the Financing is consistent with the Association’s previously agreed percentage share of the AOP and the Pooled Account. 6. Without limitation upon its other obligations under this Agreement, the Recipient shall: (a) maintain in the National Bank of Cambodia or a commercial bank, and on terms and conditions satisfactory to the Association, an advance account to be operated and maintained by MOH (“Counterpart Fund Account”), into which it shall deposit from time to time its counterpart contribution corresponding to its share of the cost of the AOP for each Fiscal Year; (b) not later than thirty days after the date of the first deposit of funds into the Pooled Account, deposit into the Counterpart Fund Account an initial advance corresponding to the Recipient’s share of the approved AOP for the first two quarters of the first Fiscal Year, and thereafter replenish the Counterpart Fund Account on a quarterly basis, taking into account the opening balance in the Counterpart Fund Account and the Recipient’s share of the cost of the AOP for the next following quarter; and (c) ensure that funds deposited into the Counterpart Fund Account shall be used only for the purposes of defraying the cost of expenditures incurred which are part of the AOP and consistent with the Program. 7. The Recipient shall establish a Joint Program Management Group (“Joint Program Management Group”), whose mandate, membership and terms of reference shall be acceptable to the Association, which shall meet on a quarterly basis, or more often as needed, to supervise the allocation of funds required to support activities to be financed out of the resources of the Pooled Account, review the application of such funds, and make recommendations for the release of new funds, based on satisfactory financial reports, cash forecasts and agreed triggers. 8. For purposes of Grants under the Project, the Recipient shall apply the proceeds of the Credit and Pooled Account allocated to Grants to finance Subprojects for the benefit of Eligible Beneficiaries in accordance with the guidelines, procedures and criteria set forth in the SDG Operational Manual or HEF Operational Manual, as the case may be, and the additional terms and conditions set forth in Part D of this Section. (a) The Recipient shall, not later than June 30, 2011, undertake, in conjunction with the Association and other Program Partners, a midterm review, during which they shall exchange views generally on all matters relating to the progress of the Project and Program, and the performance by the Recipient of its obligations under this Agreement, including the progress achieved by the Recipient under the Project and Program, having regard to the Program Performance Indicators agreed upon among the Recipient, Association and other Program Partners. (b) Not later than one month prior to the review, the Recipient shall furnish to the Association and other Program Partners, for comments, a report, in such detail as the Association and other Program Partners shall reasonably request, on the progress of the Project and status of the Program, and giving details of the various matters to be discussed at such review. (c) Following the review, the Recipient undertakes to act promptly and diligently in order to take any corrective action deemed necessary to remedy any shortcoming noted in the implementation of the Project and the Program, or to implement such other measures as may have been agreed upon between the parties in furtherance of the objectives of the Project and the Program. 10. Pending adoption of the SDG Operational Manual pursuant to Part B.1(c) of Section IV of Schedule 2 to this Agreement and its extension generally to all Provinces, the Recipient shall take necessary measures acceptable to the Association to avoid any interruption in service delivery or decline in service standards across Provinces, including those to which the existing process of contractual arrangements involving NGOs applies.

Implementation Obligations. The Borrower shall: (a) The Recipient shall prepare implement the Project in accordance with the Project Management Manual, agreed between the Borrower and adopt: (i) a Project Operational Manual acceptable to the Association (“Project Operational Manual”)Bank, giving details of guidelines and procedures agreed with the Association and other Program Partners for the implementation, supervision, and monitoring and evaluation of the Project, including: (i) institutional arrangements; (ii) fiduciary requirements for FAPs; (iii) criteria and time schedules for development of work plans for Parts 1 and 2 of the Project; (iv) process budget documents (DIPA); (v) reporting, and monitoring and evaluation, requirements, and financial management and audit procedures as set forth in Section II of Schedule 2 to this Agreement; (vi) procurement procedures as set forth in Section III of Schedule 2 to this Agreement as well as standard procurement documentation; (vii) the Better Governance Action Plan; and (viii) eligibility and selection criteria, implementation arrangements and terms and conditions for agreements for Research Programs under Part 1.2(b)(ii) and Part 2.1(b) of the Program; (b) implement Part 3 of the Project in accordance with the FAP Manual, agreed between the Borrower and the Bank, giving details of guidelines and procedures for the eligibility and selection criteria, implementation arrangements, supervision, and monitoring and evaluation, of the ProjectFAPs, including: (A) institutional and staffing arrangements; (B) reporting requirements as set forth in Part A of Section II of accordance with Attachment 2 to this Schedule 2; (C) Program Performance Indicators; (D) financial management procedures , and audit procedures as set forth in Part B of Section II of this Schedule 2; (E) procurement procedures as set forth in Section III of this Schedule 2; (F) details of the Social/Environmental Management Framework; and (G) details of the Good Governance Framework; (ii) a SDG Operational Manual (“SDG Operational Manual”) acceptable to the Associationwhere FAPs will support Research Programs, giving details of the guidelines and procedures governing SDGs, including the eligibility criteria to be used for the identification and selection of Eligible Beneficiariescriteria, implementation arrangement and the terms and conditions governing approval of Subprojects and award of SDGs; (iii) a HEF Operational Manual (“HEF Operational Manual”) acceptable to the Association, giving details of the guidelines and procedures governing HEF Grants, including the eligibility criteria to be used for the identification and selection of Eligible Beneficiaries, and the terms and conditions governing approval of Subprojects and award of HEF Grantsagreements for such Research Programs; and (ivc) a manual (“MBPI Manual”) acceptable to the Association, for the introduction within MOH of a merit-based performance incentive scheme (“MBPI”), designed to link pay to performance and provide incentives for enhanced performance. (b) The Recipient shall implement the Project in accordance with the Project Operational Manual, SDG Operational Manual, HEF Operational Manual and MBPI Manual, and, except as the Association Borrower and the Bank shall otherwise agree, shall not amend or waive any provision thereof if, in the opinion of either of the Association, such amendment Project Management Manual or waiver may materially the FAP Manual. For the purposes of establishing and adversely affect the implementation providing support to NAA under Part 1.1 of the Project. 2. The Recipient shall, in conjunction the Borrower shall ensure that: NAA is established as an independent entity with the Association and other Program Partnerscharter documents, undertake annual Program-related reviews as follows, based on terms of reference acceptable to the Association and other Program Partners: (a) a joint annual performance review (“Joint Annual Performance Review”), to be held not later than March of every year, during which they will jointly review progress in sector performance in the light of the Program Performance Indicators, and identify priorities for the next planning cycle; and (b) a joint annual operational staffing plan and appraisal (“Joint Annual Operational Plan and Appraisal”), to be held not later than September of every year, during which AOPs for operational procedures agreed between the forthcoming Fiscal Year are to be consolidated and endorsed for final approval, and each Program Partner’s proposed share in the cost of the AOP Borrower and the Pooled Account, along with Bank; and the Recipient’s own counterpart contribution, shall be duly noted and recorded. Borrower shall: (ai) The Recipient shall establish and thereafter maintainenter into the NAA Memorandum of Agreement, on terms and conditions which shall be acceptable to agreed between the AssociationBorrower and the Bank, a single non- interest bearing foreign exchange account (“Pooled Account”) with NAA setting out the activities that NAA will undertake under the Project and the requirement for the use of the proceeds of the Loan in accordance with the National Bank Project Management Manual and the Anti-Corruption Guidelines, including the provisions of Cambodia or a commercial bank, as Attachment 1 to this Schedule 2; and (ii) the case may be, Borrower shall not make any proceeds of the Loan available to be managed by MOH, into which the Association NAA and other Program Partners who elect shall not permit NAA to do so (“Pooling Partners”) shall be invited to pool their respective contributions to the cost commence activities under Part 1.1 of the Project in order to until the Borrower and NAA have entered into such memorandum of agreement. For the Project funded jointly and on a common basis, according to each Pooling Partner’s respective percentage share purposes of supporting Associations of Health Higher Education Institutions under Part 1.2(b) of the Pooled Account. (b) The Recipient Project, the Borrower shall conclude enter into an agreement (“Joint Partnership Arrangement”) with Pooling PartnersAssociation Memorandum of Agreement, on terms and conditions acceptable to both agreed between the Recipient Borrower and the Pooling PartnersBank, giving details with each Association of Health Higher Education Institutions setting out the activities that such institutions will undertake under the Project and the requirements for the use of the operational guidelines and modalities governing the Pooled Account, including the relevant institutional arrangements, fiduciary and capacity building provisions, assessment and monitoring requirements, disbursement arrangements, and information-sharing and conflict resolution measures. 4. The Recipient shall ensure that: (a) proceeds of the Credit shall be used exclusively to finance Eligible Expenditures and Loan in accordance with the respective AOPProject Management Manual and the Anti-Corruption Guidelines, including the provisions of Attachment 1 to this Schedule 2; and and (bii) the Borrower shall not make any proceeds of the Loan available to any Association of Health Higher Education Institutions and shall not permit any such expenditures association to commence activities under Part 1.2(b) of the Project until the Borrower and such association have entered into such memorandum of agreement. For the purposes of supporting AIPKI, one of the Associations of Education Institutions, to conduct Research Programs under Part 1.2(b)(ii) of the Project, and provided that AIPKI has entered into an Association Memorandum of Agreement, (i) AIPKI shall be deemed to have been jointly financed by enter into a Research Program Agreement with each Researcher setting out the Pooling Partners activities that such Researcher will undertake under the Project and the requirements for the use of the proceeds of the Loan in accordance with each Pooling Partner’s previously agreed percentage share of funds in the Pooled Account. 5. No expenditure shall be considered eligible under the Project except Management Manual and the Anti-Corruption Guidelines, including the provisions of Attachment 1 to the extent that: (a) the relevant AOP has been approved by the Association; (b) the expenditure is consistent with the AOP as approvedthis Schedule 2; and (cii) the percentage share Borrower shall not make any proceeds of the expenditure attributable Loan available to AIPKI for the Financing is consistent purpose of a Research Program until AIPKI shall have entered into a Research Program Agreement with the Association’s previously agreed percentage share respective Researcher for such Research Program. For the purposes of establishing and providing support to ▇▇▇▇ HealthPro under Part 2 of the AOP Project, the Borrower shall ensure that: ▇▇▇▇ HealthPro is established as an independent entity with charter documents, staffing plan and operational procedures agreed between the Borrower and the Pooled Account. 6. Without limitation upon its other obligations under this Bank; the Borrower shall: (i) enter into the ▇▇▇▇ HealthPro Memorandum of Agreement, the Recipient shall: (a) maintain in the National Bank of Cambodia or a commercial bank, and on terms and conditions satisfactory to agreed between the AssociationBorrower and the Bank, an advance account to be operated with ▇▇▇▇ HealthPro setting out the activities that ▇▇▇▇ HealthPro will undertake under the Project and maintained by MOH (“Counterpart Fund Account”), into which it shall deposit from time to time its counterpart contribution corresponding to its share the requirements for the use of the cost proceeds of the AOP for each Fiscal Year; Loan in accordance with the Project Management Manual and the Anti-Corruption Guidelines, including the provisions of Attachment 1 to this Schedule 2; and (bii) the Borrower shall not later than thirty days after the date make any proceeds of the first deposit of funds into the Pooled Account, deposit into the Counterpart Fund Account an initial advance corresponding Loan available to the Recipient’s share ▇▇▇▇ HealthPro and shall not permit ▇▇▇▇ HealthPro to commence activities under Part 2 of the approved AOP for Project until the first two quarters Borrower and ▇▇▇▇ HealthPro have entered into such memorandum of the first Fiscal Year, agreement; and thereafter replenish the Counterpart Fund Account on a quarterly basis, taking into account the opening balance in the Counterpart Fund Account and the Recipient’s share of the cost of the AOP for the next following quarter; and (c) ensure that funds deposited into the Counterpart Fund Account shall be used only for the purposes of defraying the cost of expenditures incurred which are part supporting ▇▇▇▇ HealthPro to undertake Research Programs under Part 2.1(b) of the AOP Project, and consistent provided that ▇▇▇▇ HealthPro has entered into the ▇▇▇▇ HealthPro Memorandum of Agreement, ▇▇▇▇ HealthPro shall enter into a Research Program Agreement with each Researcher setting out the activities that such Researcher will undertake under the Project and the requirements for the use of the proceeds of the Loan in accordance with the Program. 7. The Recipient Project Management Manual and the Anti-Corruption Guidelines, including the provisions of Attachment 1 to this Schedule 2; and (ii) the Borrower shall establish a Joint Program Management Group (“Joint Program Management Group”), whose mandate, membership and terms of reference shall be acceptable to the Association, which shall meet on a quarterly basis, or more often as needed, to supervise the allocation of funds required to support activities to be financed out not make any proceeds of the resources of the Pooled Account, review the application of such funds, and make recommendations Loan available to ▇▇▇▇ HealthPro for the release purpose of new funds, based on satisfactory financial reports, cash forecasts and agreed triggers. 8a Research Program until ▇▇▇▇ HealthPro shall have entered into a Research Program Agreement with the respective Researcher for such Research Program. For purposes of Grants providing FAPs to Participating Medical Schools under Part 3 of the Project, the Recipient Borrower shall apply implement the proceeds of the Credit and Pooled Account allocated to Grants to finance Subprojects for the benefit of Eligible Beneficiaries Project in accordance with the guidelines, procedures and criteria set forth in the SDG Operational FAP Manual or HEF Operational Manual, as the case may be, and the additional terms and conditions for FAPs set forth out in Part D of this Section. (a) The Recipient shall, not later than June 30, 2011, undertake, in conjunction with the Association and other Program Partners, a midterm review, during which they shall exchange views generally on all matters relating to the progress of the Project and Program, and the performance by the Recipient of its obligations under this Agreement, including the progress achieved by the Recipient under the Project and Program, having regard to the Program Performance Indicators agreed upon among the Recipient, Association and other Program Partners. (b) Not later than one month prior to the review, the Recipient shall furnish to the Association and other Program Partners, for comments, a report, in such detail as the Association and other Program Partners shall reasonably request, on the progress of the Project and status of the Program, and giving details of the various matters to be discussed at such review. (c) Following the review, the Recipient undertakes to act promptly and diligently in order to take any corrective action deemed necessary to remedy any shortcoming noted in the implementation of the Project and the Program, or to implement such other measures as may have been agreed upon between the parties in furtherance of the objectives of the Project and the Program. 10. Pending adoption of the SDG Operational Manual pursuant to Part B.1(c) of Section IV of Schedule Attachment 2 to this Agreement and its extension generally to all Provinces, the Recipient shall take necessary measures acceptable to the Association to avoid any interruption in service delivery or decline in service standards across Provinces, including those to which the existing process of contractual arrangements involving NGOs appliesSchedule 2.

Implementation Obligations. The Borrower shall: (a) The Recipient adopt and, thereafter ensure that the Project is implemented in accordance with, the Project Operations Manual, acceptable to the Bank, which shall prepare and adopt: include the description of: (i) a Project Operational Manual acceptable to the Association (“Project Operational Manual”), giving details of guidelines and procedures agreed with the Association and other Program Partners for the implementation, supervision, and monitoring and evaluation, of the Project, including: (A) institutional and staffing arrangements; (B) reporting requirements as implementation arrangements set forth in Part A of Section II I of this Schedule 2; (Cii) Program Performance Indicatorsthe procurement procedures set forth in Section III of this Schedule 2 and standard procurement documentation; (Diii) reporting requirements, financial management procedures and audit procedures as set forth in Part B of Section II of this Schedule 2; (Eiv) disclosure standards and procedures, including procedures required for the publication of procurement procedures as set forth in Section III opportunities, bidding documents and requests for proposals, short lists, contracts awarded and summaries of this Schedule 2evaluation of bids and proposals; (Fv) details the GAAP; (vi) the terms of reference for the Social/Environmental Management FrameworkOwner’s Agent consultants; and (Gvii) details of the Good Governance Framework; (ii) a SDG Operational Manual (“SDG Operational Manual”) acceptable to the Association, giving details of the guidelines and procedures governing SDGs, including the eligibility criteria to be used for the identification and selection of Eligible Beneficiaries, and the terms and conditions governing approval of Subprojects and award of SDGs; (iii) a HEF Operational Manual (“HEF Operational Manual”) acceptable to the Association, giving details of the guidelines and procedures governing HEF Grants, including the eligibility criteria to be used for the identification and selection of Eligible Beneficiaries, and the terms and conditions governing approval of Subprojects and award of HEF Grants; and (iv) a manual (“MBPI Manual”) acceptable to the Association, for the introduction within MOH of a merit-based performance incentive scheme (“MBPI”), designed to link pay to performance and provide incentives for enhanced performance. (b) The Recipient shall implement the Project in accordance with the Project Operational Manual, SDG Operational Manual, HEF Operational Manual and MBPI Manual, and, except as the Association shall otherwise agree, shall not amend or waive any provision thereof if, in the opinion of the Association, such amendment or waiver may materially and adversely affect the implementation of the Project. 2. The Recipient shall, in conjunction with the Association and other Program Partners, undertake annual Program-related reviews as follows, based on terms of reference acceptable to the Association and other Program Partners: (a) a joint annual performance review (“Joint Annual Performance Review”), to be held not later than March of every year, during which they will jointly review progress in sector performance in the light of the Program Performance Indicators, and identify priorities for the next planning cycle; and (b) a joint annual operational plan and appraisal (“Joint Annual Operational Plan and Appraisal”), to be held not later than September of every year, during which AOPs for the forthcoming Fiscal Year are to be consolidated and endorsed for final approval, and each Program Partner’s proposed share in the cost of the AOP and the Pooled Account, along with the Recipient’s own counterpart contribution, shall be duly noted and recorded. (a) The Recipient shall establish and thereafter maintain, on terms and conditions which shall be acceptable to the Association, a single non- interest bearing foreign exchange account (“Pooled Account”) with the National Bank of Cambodia or a commercial bank, as the case may be, to be managed by MOH, into which the Association and other Program Partners who elect to do so (“Pooling Partners”) shall be invited to pool their respective contributions to the cost of the Project in order to have the Project funded jointly and on a common basis, according to each Pooling Partner’s respective percentage share of the Pooled Account. (b) The Recipient shall conclude an agreement (“Joint Partnership Arrangement”) with Pooling Partners, on terms and conditions acceptable to both the Recipient and the Pooling Partners, giving details of the operational guidelines and modalities governing the Pooled Account, including the relevant institutional arrangements, fiduciary and capacity building provisions, assessment and monitoring requirements, disbursement arrangements, and information-sharing and conflict resolution measures. 4. The Recipient shall ensure that: (a) proceeds of the Credit shall be used exclusively to finance Eligible Expenditures and in accordance with the respective AOP; and (b) such expenditures shall be deemed to have been jointly financed by the Pooling Partners in accordance with each Pooling Partner’s previously agreed percentage share of funds in the Pooled Account. 5. No expenditure shall be considered eligible under the Project except to the extent that: (a) the relevant AOP has been approved by the Association; (b) the expenditure is consistent with the AOP as approved; and (c) the percentage share of the expenditure attributable to the Financing is consistent with the Association’s previously agreed percentage share of the AOP and the Pooled Account. 6. Without limitation upon its other obligations under this Agreement, the Recipient shall: (a) maintain in the National Bank of Cambodia or a commercial bank, and on terms and conditions satisfactory to the Association, an advance account to be operated and maintained by MOH (“Counterpart Fund Account”), into which it shall deposit from time to time its counterpart contribution corresponding to its share of the cost of the AOP for each Fiscal Year; (b) not later than thirty days after the date amend, suspend, abrogate, repeal or waive any provisions of the first deposit of funds into Project Operations Manual except with prior agreement between the Pooled Account, deposit into the Counterpart Fund Account an initial advance corresponding to the Recipient’s share of the approved AOP for the first two quarters of the first Fiscal Year, and thereafter replenish the Counterpart Fund Account on a quarterly basis, taking into account the opening balance in the Counterpart Fund Account Borrower and the Recipient’s share of the cost of the AOP for the next following quarterBank; and (c) ensure that funds deposited into the Counterpart Fund Account shall be used only for the purposes Project Operations Manual is made available, at all times until completion of defraying the cost of expenditures incurred which are part of the AOP and consistent with the Program. 7. The Recipient shall establish a Joint Program Management Group (“Joint Program Management Group”), whose mandate, membership and terms of reference shall be acceptable to the Association, which shall meet on a quarterly basis, or more often as needed, to supervise the allocation of funds required to support activities to be financed out of the resources of the Pooled Account, review the application of such funds, and make recommendations for the release of new funds, based on satisfactory financial reports, cash forecasts and agreed triggers. 8. For purposes of Grants under the Project, to the Recipient Bank and to each person or entity which receives, is responsible for deposit or transfer of, or takes or influences decisions regarding the use of proceeds of the Loan, including each member of the PIU and each contractor and consultant. The Borrower shall apply at all times during Project implementation and thereafter ensure that provision is made in its annual budget for sufficient funds for the operation and maintenance costs of the equipment funded by the proceeds of the Credit and Pooled Account allocated to Grants to finance Subprojects for the benefit of Eligible Beneficiaries in accordance with the guidelines, procedures and criteria set forth in the SDG Operational Manual or HEF Operational Manual, as the case may be, and the additional terms and conditions set forth in Part D of this SectionLoan. (a) The Recipient Borrower shall, not later prior to the issuance of any bidding document for the Project other than June 30bidding documents for the Owner’s Agent contract, 2011, undertake, engage the Owner’s Agent in conjunction accordance with the Association and other Program Partners, a midterm review, during which they shall exchange views generally on all matters relating to the progress of the Project and Program, Procurement Plan and the performance by the Recipient provisions of its obligations under Section III of Schedule 2 to this Agreement, including the progress achieved by the Recipient under the Project and Program, having regard terms of reference acceptable to the Program Performance Indicators agreed upon among Borrower and the RecipientBank, Association to assist the Borrower with project implementation support, validation and other Program Partnersverification services, procurement and complaints handling, including: (i) a project management specialist; (ii) a human resources management specialist; and (iii) a procurement specialist. (b) Not later than one month Except as the Borrower and the Bank shall otherwise agree, the Borrower shall: (i) retain the services of the Owner’s Agent until completion of the Project; and (ii) take all such steps as are necessary to ensure that the Owner’s Agent is able to provide services in accordance with its contractual terms of reference. The Borrower shall ensure that the PIU shall establish in a timely manner working groups comprised of technical experts and stakeholders meeting the criteria set out in the Project Operations Manual to review, inspect and report on technical completeness and accuracy of work done by contractors. Such working groups shall be formed by a decree issued by the Director General of DGT, where appropriate, and in any event prior to the reviewtime of delivery of goods and services under the Project. The Borrower shall ensure that the PIU shall develop and implement a public communications strategy in accordance with the Project Operations Manual, the Recipient shall furnish to the Association and other Program Partners, for comments, a report, in such detail as the Association and other Program Partners shall reasonably request, on the progress including: (a) operation of the Project and status Website by no later than the date which is 30 days after the Effectiveness Date; (b) publication, in accordance with the requirements of the ProgramProject Operations Manual, and giving details of an Annual Progress Report, reviewing progress made in carrying out the various matters Project in the preceding year, to be discussed at posted on the Project Website promptly after issuance of each such review. report; (c) Following publication of the review, report of the Recipient undertakes to act promptly and diligently in order to take any corrective action deemed necessary to remedy any shortcoming noted in the implementation mid-term review of the Project and the Program, or to implement such other measures as may have been agreed upon between the parties in furtherance of the objectives of the Project and the Program. 10. Pending adoption of the SDG Operational Manual carried out pursuant to Part B.1(c) of Section IV II.A.2 of Schedule 2 to this Agreement promptly after issuance of such report; (d) development and its extension generally to all Provincespublication of a complaints handling system; (e) publication of procurement activities in accordance with Section III.E of, and Annex 2 to, this Schedule promptly after completion of such activities including: advertisements for procurement funded by the Project, the Recipient Procurement Plan and any updates thereto, and contract award information (name, amount and services) after award; and (f) publication of final audit reports promptly after issuance. The Borrower shall take necessary measures acceptable to ensure that the Association to avoid any interruption in service delivery or decline in service standards across ProvincesPIU shall: (a) within one month of the Effective Date, including those to which and (b) thereafter within one month of the existing process publication of contractual arrangements involving NGOs appliesthe Annual Progress Report each year during Project implementation, hold a press conference. The Borrower shall ensure that the PIU shall provide notice of each such meeting on the Project Website and through press releases.

Implementation Obligations. 1. The Borrower shall: (a) The Recipient adopt and, thereafter ensure that the Project is implemented in accordance with, the Project Operations Manual, acceptable to the Bank, which shall prepare and adopt: include the description of: (i) a Project Operational Manual acceptable to the Association (“Project Operational Manual”), giving details of guidelines and procedures agreed with the Association and other Program Partners for the implementation, supervision, and monitoring and evaluation, of the Project, including: (A) institutional and staffing arrangements; (B) reporting requirements as implementation arrangements set forth in Part A of Section II I of this Schedule 2; (Cii) Program Performance Indicatorsthe procurement procedures set forth in Section III of this Schedule 2 and standard procurement documentation; (Diii) reporting requirements, financial management procedures and audit procedures as set forth in Part B of Section II of this Schedule 2; (Eiv) disclosure standards and procedures, including procedures required for the publication of procurement procedures as set forth in Section III opportunities, bidding documents and requests for proposals, short lists, contracts awarded and summaries of this Schedule 2evaluation of bids and proposals; (Fv) details the GAAP; (vi) the terms of reference for the Social/Environmental Management FrameworkOwner’s Agent consultants; and (Gvii) details of the Good Governance Framework; (ii) a SDG Operational Manual (“SDG Operational Manual”) acceptable to the Association, giving details of the guidelines and procedures governing SDGs, including the eligibility criteria to be used for the identification and selection of Eligible Beneficiaries, and the terms and conditions governing approval of Subprojects and award of SDGs; (iii) a HEF Operational Manual (“HEF Operational Manual”) acceptable to the Association, giving details of the guidelines and procedures governing HEF Grants, including the eligibility criteria to be used for the identification and selection of Eligible Beneficiaries, and the terms and conditions governing approval of Subprojects and award of HEF Grants; and (iv) a manual (“MBPI Manual”) acceptable to the Association, for the introduction within MOH of a merit-based performance incentive scheme (“MBPI”), designed to link pay to performance and provide incentives for enhanced performance. (b) The Recipient shall implement the Project in accordance with the Project Operational Manual, SDG Operational Manual, HEF Operational Manual and MBPI Manual, and, except as the Association shall otherwise agree, shall not amend or waive any provision thereof if, in the opinion of the Association, such amendment or waiver may materially and adversely affect the implementation of the Project. 2. The Recipient shall, in conjunction with the Association and other Program Partners, undertake annual Program-related reviews as follows, based on terms of reference acceptable to the Association and other Program Partners: (a) a joint annual performance review (“Joint Annual Performance Review”), to be held not later than March of every year, during which they will jointly review progress in sector performance in the light of the Program Performance Indicators, and identify priorities for the next planning cycle; and (b) a joint annual operational plan and appraisal (“Joint Annual Operational Plan and Appraisal”), to be held not later than September of every year, during which AOPs for the forthcoming Fiscal Year are to be consolidated and endorsed for final approval, and each Program Partner’s proposed share in the cost of the AOP and the Pooled Account, along with the Recipient’s own counterpart contribution, shall be duly noted and recorded. (a) The Recipient shall establish and thereafter maintain, on terms and conditions which shall be acceptable to the Association, a single non- interest bearing foreign exchange account (“Pooled Account”) with the National Bank of Cambodia or a commercial bank, as the case may be, to be managed by MOH, into which the Association and other Program Partners who elect to do so (“Pooling Partners”) shall be invited to pool their respective contributions to the cost of the Project in order to have the Project funded jointly and on a common basis, according to each Pooling Partner’s respective percentage share of the Pooled Account. (b) The Recipient shall conclude an agreement (“Joint Partnership Arrangement”) with Pooling Partners, on terms and conditions acceptable to both the Recipient and the Pooling Partners, giving details of the operational guidelines and modalities governing the Pooled Account, including the relevant institutional arrangements, fiduciary and capacity building provisions, assessment and monitoring requirements, disbursement arrangements, and information-sharing and conflict resolution measures. 4. The Recipient shall ensure that: (a) proceeds of the Credit shall be used exclusively to finance Eligible Expenditures and in accordance with the respective AOP; and (b) such expenditures shall be deemed to have been jointly financed by the Pooling Partners in accordance with each Pooling Partner’s previously agreed percentage share of funds in the Pooled Account. 5. No expenditure shall be considered eligible under the Project except to the extent that: (a) the relevant AOP has been approved by the Association; (b) the expenditure is consistent with the AOP as approved; and (c) the percentage share of the expenditure attributable to the Financing is consistent with the Association’s previously agreed percentage share of the AOP and the Pooled Account. 6. Without limitation upon its other obligations under this Agreement, the Recipient shall: (a) maintain in the National Bank of Cambodia or a commercial bank, and on terms and conditions satisfactory to the Association, an advance account to be operated and maintained by MOH (“Counterpart Fund Account”), into which it shall deposit from time to time its counterpart contribution corresponding to its share of the cost of the AOP for each Fiscal Year; (b) not later than thirty days after the date amend, suspend, abrogate, repeal or waive any provisions of the first deposit of funds into Project Operations Manual except with prior agreement between the Pooled Account, deposit into the Counterpart Fund Account an initial advance corresponding to the Recipient’s share of the approved AOP for the first two quarters of the first Fiscal Year, and thereafter replenish the Counterpart Fund Account on a quarterly basis, taking into account the opening balance in the Counterpart Fund Account Borrower and the Recipient’s share of the cost of the AOP for the next following quarterBank; and (c) ensure that funds deposited into the Counterpart Fund Account shall be used only for the purposes Project Operations Manual is made available, at all times until completion of defraying the cost of expenditures incurred which are part of the AOP and consistent with the Program. 7. The Recipient shall establish a Joint Program Management Group (“Joint Program Management Group”), whose mandate, membership and terms of reference shall be acceptable to the Association, which shall meet on a quarterly basis, or more often as needed, to supervise the allocation of funds required to support activities to be financed out of the resources of the Pooled Account, review the application of such funds, and make recommendations for the release of new funds, based on satisfactory financial reports, cash forecasts and agreed triggers. 8. For purposes of Grants under the Project, to the Recipient Bank and to each person or entity which receives, is responsible for deposit or transfer of, or takes or influences decisions regarding the use of proceeds of the Loan, including each member of the PIU and each contractor and consultant. 2. The Borrower shall apply at all times during Project implementation and thereafter ensure that provision is made in its annual budget for sufficient funds for the operation and maintenance costs of the equipment funded by the proceeds of the Credit and Pooled Account allocated to Grants to finance Subprojects for the benefit of Eligible Beneficiaries in accordance with the guidelines, procedures and criteria set forth in the SDG Operational Manual or HEF Operational Manual, as the case may be, and the additional terms and conditions set forth in Part D of this SectionLoan. (a) The Recipient Borrower shall, not later prior to the issuance of any bidding document for the Project other than June 30bidding documents for the Owner’s Agent contract, 2011, undertake, engage the Owner’s Agent in conjunction accordance with the Association and other Program Partners, a midterm review, during which they shall exchange views generally on all matters relating to the progress of the Project and Program, Procurement Plan and the performance by the Recipient provisions of its obligations under Section III of Schedule 2 to this Agreement, including the progress achieved by the Recipient under the Project and Program, having regard terms of reference acceptable to the Program Performance Indicators agreed upon among Borrower and the RecipientBank, Association to assist the Borrower with project implementation support, validation and other Program Partnersverification services, procurement and complaints handling, including: (i) a project management specialist; (ii) a human resources management specialist; and (iii) a procurement specialist. (b) Not later than one month prior to Except as the reviewBorrower and the Bank shall otherwise agree, the Recipient shall furnish to Borrower shall: (i) retain the Association and other Program Partners, for comments, a report, in such detail as the Association and other Program Partners shall reasonably request, on the progress services of the Project and status Owner’s Agent until completion of the Program, and giving details of the various matters to be discussed at such review. (c) Following the review, the Recipient undertakes to act promptly and diligently in order to take any corrective action deemed necessary to remedy any shortcoming noted in the implementation of the Project and the Program, or to implement such other measures as may have been agreed upon between the parties in furtherance of the objectives of the Project and the Program. 10. Pending adoption of the SDG Operational Manual pursuant to Part B.1(c) of Section IV of Schedule 2 to this Agreement and its extension generally to all Provinces, the Recipient shall take necessary measures acceptable to the Association to avoid any interruption in service delivery or decline in service standards across Provinces, including those to which the existing process of contractual arrangements involving NGOs applies.Project; and