Official Documents- Reimbursable Advisory Services Agreement with the Republic of Mauritius Ref. P162927

OFFICIAL DOCUMENTS c PROJECT NUMBER P162927 REIMBURSABLE ADVISORY SERVICES AGREEMENT between REPUBLIC OF MAURITIUS and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated U OL,2017 AGREEMENT FOR REIMBURSABLE ADVISORY SERVICES AGREEMENT dated the 27 day of SeDttrir2017, between REPUBLIC OF MAURITIUS (the "Client") and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Bank") (jointly referred to as "the Parties"). WHEREAS, the Client has requested the Bank to provide to the Client reimbursable advisory services (the "Reimbursable Advisory Services" or "RAS") described in the Schedule to this Agreement to support the implementation of key aspects of the Nine Years of Continuous Basic Education reform program. NOW, therefore, the Parties hereto agree as follows: I. ReimbursableAdvisory Services. The Bank shall provide to the Client the services (-Reimbursable Advisory Services" or "RAS") described in the Schedule to this Agreement, on the terms and conditions set out in this Agreement, including the Annex hereto, which constitutes an integral part hereof. 2. Client Contacts. In carrying out the Reimbursable Advisory Services, the Bank shall work closely with the designated officials of the Ministry of Education and Human Resources, Tertiary Education and Scientific Research. The Client will provide the Bank with the names and contact information for said designated officials. 3. Timing. While the Bank undertakes to mobilize all reasonable means available to it to carry out the Reimbursable Advisory Services in a timely manner, the work program and timetable set out in the Schedule to this Agreement have been prepared in good faith based in light of information currently available to the Bank, and are given on an indicative basis assuming that: (a) the Client and its personnel shall carry out their respective duties in a satisfactory and timely manner; and (b) the Client shall at all times act in a timely manner in providing information, making decisions and providing necessary support as provided herein and as requested from time to time by the Bank. 4. Payment (a) The Client shall pay the Bank a fixed fee of US 985,000 (US Dollars nine hundred eighty-five thousand) in accordance with the following schedule of payment: -2- No Amount of N ntAmnt ofPayment is Due Installments I USD 235,000 On date of signature of the agreement 2 USD 150,000 Six months after the date of signature of the Agreement 3 USD 150,000 Twelve months after the date of signature of the Agreement 4 USD 150,000 Eighteen months after the date of signature of the Agreement 5 Twenty-four months after the date of signature of the USD 150,000Agemn Agreement 6 USD 150,000 Thirty months after the date of signature of the Agreement (b) All payments to the Bank hereunder shall be made in full when due, upon submission of an invoice by the Bank. Payment shall be made, in United States Dollars, in immediately available funds, without any deductions whatsoever for taxes, duties, charges or other withholdings, and notwithstanding any pending dispute between the Parties, to such account as the Bank may from time to time designate in writing. 5. Effectiveness. This Agreement shall become effective as of the day and year first above written, once it has been duly signed by both Parties. 6. Expiration. This Agreement shall expire on June 30, 2020 unless it shall earlier be renewed with the mutual agreement of the Client and the Bank. 7. Termination. Either the Client or the Bank may terminate this Agreement prior to its expiration upon ninety (90) days' written notice to the other. Upon receipt of such notice, the Parties shall take all appropriate steps to terminate in an orderly manner the activities then ongoing under the Reimbursable Advisory Services and to settle promptly all outstanding matters. 8. Cooperation. (a) The Client shall at all times provide the Bank in a timely manner with any and all information that may affect the performance of the Reimbursable Advisory Services, inform the Bank of any developments relating to the Reimbursable Advisory Services, and do all things necessary to enable Bank Personnel to carry out the Reimbursable Advisory Services hereunder. The Client shall, in particular, without limitation: (i) provide to the Bank all information on the Client and the Reimbursable Advisory Services as may be necessary for the purpose; (ii) permit Bank Personnel to visit the Client facilities and to have access to books and records relevant to the Reimbursable -3- Advisory Services and to Client staff working in relation to the Reimbursable Advisory Services to be provided by the Bank; (iii) promptly notify the Bank of any proposed change in the nature or scope of the Reimbursable Advisory Services and of any event or condition which has or could reasonably be expected to have a material effect on the performance of the Services; and (iv) promptly provide to the Bank such other information as the Bank from time to time reasonably requests about the Reimbursable Advisory Services to be performed by the Bank. (b) It is expressly agreed and understood that the Bank shall bear no responsibility for delay in performance occasioned by the Client's failure to provide its contribution as set forth in Section D of the Schedule or otherwise cooperate as set forth in paragraph (a) above. 9. Notices and Addresses. (a) All notices required or permitted to be given pursuant to this agreement shall be in writing and shall be deemed to have been duly given or made when delivered by hand or by mail, e-mail, or facsimile to the signatories to this Agreement at their addresses as set out below or such other addresses as may be notified by either party from time to time. Notices forwarded by registered mail shall be deemed to be delivered upon delivery. Notices made by e-mail or facsimile transmission shall also be confirmed by mail, with their effective date being the date of initial transmission. (b) The following addresses are specified for the purposes of this Agreement: For the Client: Mr. R.P. Ramlugun The Senior Chief Executive Ministry of Education and Human Resources, Tertiary Education and Scientific Research MITD House (3rd Floor), Pont Fer, Phoenix Republic of Mauritius Tel: +(230) 601 5210 Fax: +(230) 698 9627 E-mail: rramlugun@govmu.org -4- For the Bank: The World Bank 1818 H Street, NW Washington, DC 20433 USA Phone: (202) 477-1234 Fax: (202) 477- 6391 E-mail: IN WITNESS WHEREOF, the Parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names as of the day and year first above written. REPUBLIC OF MAURITIUS INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By: By: Authorized Representative Authorized Representative Name: 0 PK4k1Q1r Name: NO OWLA- Title: __ _Title: 6m#7N W -5- SCHEDULE Description of the Reimbursable Advisory Services A. Reimbursable Advisory Services. Except as the Client and the Bank may otherwise agree, the Reimbursable Advisory Services shall include the following activities and outputs: The objective of this Reimbursable Advisory Service is to provide support to the Client for the Client's implementation of key aspects of the Nine Years of Continuous Basic Education reform program through the following activities: Part A: School Accountability Provision of support to the Client in developing new accountability mechanisms for Academies through: (i) Developing Guidelines for Zone Improvement Plans; and (ii) Advising staff of the Ministry of Education and Human Resources, Tertiary Education and Scientific Research on data analysis. Part B: Early Support Programme Provision of support to the Client in implementing the Early Support Programme (ESP) through: (i) Developing Information Communication Technology Strategy and monitoring framework; (ii) Preparing design for monitoring of and reporting on ESP, with manual for implementation and terms of reference for local research team; (iii) Preparing design for monitoring and reporting on Digital Learning Programme (DLP), with manual for implementation and terms of reference for local research team, in order to report eventually on DLP in 2023; (iv) Supporting agency responsible for monitoring of and reporting on Early Support Programme (ESP) to prepare a report on the Programme from the first and second cohorts respectively; (v) Supporting agency responsible for monitoring of and reporting on Digital Learning Programme (DLP) to prepare a report on the Programme from the first and second cohorts respectively. 4WL -6- Part C: Extended Curriculum Provision of support to the Client in implementing the Extended Curriculum through: (i) Developing methodology for diagnosis of Transitional Curriculum students in Grade 7; oversee development of tool by Mauritius Examinations Syndicate (MES); (ii) Developing a plan for design of Extended Curriculum; (iii) Preparing design for monitoring of and reporting on Extended Curriculum. Assist in selection of local research team; and (iv) Preparing a plan for capacity building of local research team to carry out the evaluation. Part D: Professional Development of Teachers Provision of support to the Client in improving teacher pre-service and in-service education programs through: (i) Preparing organizational structure of the Academy and financing model; (ii) Planning for evaluation of pre-service primary teacher education programmes; and (iii) Preparing draft report on the evaluation. Any change to the foregoing scope of work shall be set out in a writing signed by the Client and the Bank, setting out the additional work to be undertaken and the fees in respect thereof. It is expressly agreed and understood that the Bank's role is strictly advisory and it shall not be responsible for the project implementation activities, decision-making and any consequences of decisions and actions. B. Timetable. Except as the Client and the Bank may otherwise agree, the Bank shall endeavor to perform the Reimbursable Advisory Services in accordance with the following tentative timetable: -7- Outputs Anticipated Final Delivery Timeline 2017/18 Part A School Accountability 1. Guidelines for Zone Improvement Plans October 2017 Part B. Early Support Programme 1. Review of instruments currently being used October 2017 to assess students for their possible role in monitoring of and reporting on ESP 2. ICT Strategy and monitoring framework December2017 3. Prepare design for monitoring of and December 2017 reporting on ESP, with manual for implementation and terms of reference for local research team 4. Prepare design for monitoring of and December 2017 reporting on DLP, with manual for implementation and terms of reference for local research team 5. Prepare design for monitoring of and December 2017 reporting on DLP, with manual for implementation and terms of reference for local research team, in order to report eventually on DLP in 2023 -Part C. Extended Curriculum 6. Develop methodology for diagnosis of October 2017 Transitional Curriculum students in Grade 7; oversee development of tool by MIE Part D. Professional Development of Teachers 7. Plan for evaluation of pre-service primary December 2017 teacher education programmes 8. Prepare organizational structure of the December 2017 Academy and financing model 9. Prepare draft report on the evaluation of June 2018 re-service rimarD teacher education 2018/19 Part A School Accountabilit 10. Advise zonal and Ministry staff on data December 2018 analysis____________ ___ -8- Part B. Early Support Programme I1. Support agency responsible for April 2019 monitoring of and reporting on ESP to prepare a report on the Programme from first cohort 12. Support agency responsible for April 2019 monitoring of and reporting on DLP to prepare a report on the Programme from first cohort Part C. Extended Curriculum 13. Develop a plan for design of Extended August 2018 Curriculum 14. Prepare design for monitoring of and April/May 2019 reporting on Extended Curriculum. Assist in selection of local research team. Capacity building as necessary of local research team to carry out the evaluation 2019/20 Part B. Early Support Programme 15. Support agency responsible for April 2020 monitoring of and reporting on ESP to prepare a report on the Programme from second cohort 16. Support agency responsible for April 2020 monitoring of and reporting on DLP to prepare a report on the Programme from second cohort C. Bank Personnel. The following is an indicative list of the persons likely to be involved in carrying out the Reimbursable Advisory Services: -Tobias Linden, Lead Education Specialist, World Bank D. Counterparts and Facilities. The Client shall provide the following facilities in support of the Reimbursable Advisory Services. E. Records. The Bank shall keep appropriate records of the Reimbursable Advisory Services in accordance with its normal record-keeping practices and shall furnish to the Client such information regarding the Reimbursable Advisory Services as the Client shall reasonably request. As such, the Bank shall maintain appropriate records for a period of seven years after the end of the Bank's fiscal year to which the record pertains. -9- ANNEX STANDARD TERMS AND CONDITIONS I. Performance Standard; Non-Exclusivity. The Bank hereby shall carry out the Reimbursable Advisory Services with the same care and diligence as it uses in its other analytical and advisory activities. The engagement of the Bank as adviser to the Client hereunder is non-exclusive and shall not restrict the Client from engaging other advisers on the same or related issues. 2. Bank Personnel. The Bank shall, in its sole discretion, determine the composition of the staff (including staff holding consultant appointments) ("Bank Personnel") assigned to perform the Reimbursable Advisory Services. The Schedule to this Agreement contains an indicative list of Bank Personnel likely to be involved in carrying out the Reimbursable Advisory Services; provided, however, that the Bank retains at all times the right to assign such other person or persons in addition to, or substitution for, any of the persons appearing on that list as the Bank may deem necessary or appropriate in the performance of its duties hereunder. The Client may, if it has reasonable cause for dissatisfaction with the performance of any of the Bank Personnel, request the Bank to replace such person(s). For avoidance of doubt, it is agreed and understood that this Agreement does not create any employment or other contractual relationship between the Client and Bank Personnel. 3. Client Contributions. The Client shall carry out the activities and provide the facilities and other arrangements set out in the Schedule to this Agreement. 4. Bank Operational Policies. The Bank shall provide its advice in a manner consistent with its relevant environmental and social safeguards policies. 5. Confidentiality. The Parties agree that this Agreement and the outputs set out in the Schedule to this Agreement shall only be made available to the public after the Client has given its written consent to such disclosure. For this purpose, the Client hereby authorizes the Bank to publicly disclose this Agreement and the outputs set out in the Schedule to this Agreement in their final form. With respect to underlying information provided by the Client in support of the Reimbursable Advisory Services, the Client reserves the right to designate said information as confidential. The Bank may publicly disclose such information only after the Client has given its prior consent. With respect to underlying information (other than the final outputs) provided by the Bank in support of the Reimbursable Advisory Services, the Bank reserves the right to designate said information as confidential. The Client may publicly disclose such information only after the Bank has given its prior consent. 6. Intellectual Property. The intellectual property rights of each Party in any of its pre-existing data or documents used by the Bank in connection with the Reimbursable Advisory Services shall remain with that Party. The intellectual property rights in new materials prepared by the Bank in connection with the Reimbursable Advisory Services shall belong to the Client; provided, however, that the Bank shall have the global, non- -10- exclusive, perpetual (for the duration of the copyright) , fully sub-licensable and royalty- free right to use, copy, display, distribute, publish and create derivative works of all or part of these materials and incorporate the information therein in its research, papers, publications, web sites, and other media without the consent of the Client, subject to the limitations on disclosure of confidential information and any third party rights, as indicated in Section 5, Confidentiality, of this Annex. 7. Representation of the Bank's Views and Use of the Bank's Name, Marks and Logo. (a) The Client agrees that it shall not represent, or permit the representation of, the Bank's views without the prior written consent of the Bank. (b) The Client further agrees that it shall not use, or permit the use of the Bank's name, marks or logos in any advertisements, promotional literature or information without the prior written consent of the Bank, and that if such consent is provided that it shall use the name, marks and logos strictly in accordance with the permission provided and with the insertion of the Bank's usual disclaimers. (c) Both Parties shall include the appropriate attribution and disclaimers in new materials prepared in connection with the Reimbursable Advisory Services. 8. Disclaimers and Liabilities. (a) While the Bank shall make diligent efforts in its performance of the Reimbursable Advisory Services, the Bank makes no express or implied representation or warranty as to the extent of success that may be achieved in the implementation of any recommendation contained in any work product prepared by or with the assistance of the Bank or Bank Personnel. (b) Without limitation to the immunities and privileges of the Bank under its Articles of Agreement and other applicable rules of law, the Bank shall not be liable to the Client or other third party for any loss, cost, damage or liability that the Client shall incur as a result of the Reimbursable Advisory Services, except for those resulting from the gross negligence or willful misconduct of the Bank or Bank Personnel. (c) The Parties acknowledge and agree that it is not the purpose of this Agreement to create a partnership, joint venture or similar arrangement whereby the Parties could be held jointly liable vis-a-vis third Parties or for any other purposes. Nothing herein shall constitute a commitment by the Bank to provide financing to the Client. - 11 - 9. Enforceability. The rights and obligations of the Bank and the Client under this Agreement shall be valid and enforceable in accordance with their terms notwithstanding the law of any state or political subdivision thereof to the contrary 10. Settlement ofDisputes. (a) The arties hereto shall endeavor in good faith to resolve any differences and disputes under, or in connection with, this Agreement by amicable settlement. Any dispute arising out of or in connection with this Agreement which is not settled by agreement of the Parties shall be finally settled by arbitration in accordance with the UNCITRAL Arbitration Rules in force on the date of this Agreement. In the event of a conflict between the UNCITRAL Arbitration Rules and the terms of this Agreement, the terms of this Agreement shall govern. (b) Neither the Client nor the Bank shall be entitled in any proceeding under paragraph (a) of this Section to assert any claim that any provision of these Standard Conditions or of the RAS Agreement is invalid or unenforceable because of any provision of the Bank's Articles of Agreement IH. Privileges and Immunities; Tax Immunity. The Client recognizes and shall take all reasonable steps to give effect to the status, immunities and privileges of the Bank and its Personnel set forth in the Bank's Articles of Agreement and other applicable rules of law. The Parties acknowledge and agree that no provision of this Agreement, nor the submission to arbitration by the Bank, in any way constitutes or implies a waiver, renunciation, termination, or modification by the Bank of any privilege, immunity or exemption of the Bank granted in the Bank's Articles of Agreement and other applicable rules of law. This includes, inter alia, the immunity of the Bank, its assets, income and its operations and transactions, from all taxation and customs duties 12. Amendments. Any amendment or waiver of, or any consent given under, any provision of this Agreement shall be in writing and, in the case of an amendment, signed by the Parties. 13. Saving of Rights. No course of dealing and no failure or delay by any party hereto in exercising any power, remedy, discretion, authority or other right under this Agreement shall impair, or be construed to be a waiver of or an acquiescence in, that or any other power, remedy, discretion, authority or right under this Agreement, or in any manner preclude its additional or future exercise. 14. Successors and Assignees; No Assignment without Consent. This Agreement binds and benefits the respective successors and assignees of the Parties, provided that none of them may assign this Agreement in whole or in part without the prior consent of the other. 15. Entire Agreement and Counterparts. (a) This Agreement, together with its Schedule, constitutes the entire agreement among the Parties hereto and supersedes any -12- and all prior agreements, understandings and arrangements, oral or written, between the Parties with respect to the subject matter hereof. (b) This Agreement may be executed in several counterparts, each of which is an original, but all of which constitute the same agreement. 16. Termination. Notwithstanding termination or expiration of this Agreement, the provisions of this Agreement relating to: (a) obligation of confidentiality under Section 5 of this Annex; (b) the obligations spelled out in Sections 6 on Intellectual Property and II on Privileges and Immunities of this Annex; and (c) the obligation of the Client to pay to the Bank remuneration for the Reimbursable Advisory Services performed prior to the date of termination or expiration of the Agreement, as well as reimbursement of any reasonable costs related to the termination of the Agreement by the Client, shall continue in full force and effect.