DOCUMENTS GRANT NUMBER H922-SS Grant Agreement (Fourth Additional Grant for Southern Sudan Emergency Food Crisis Response Project) between REPUBLIC OF SOUTH SUDAN and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated APA , 2014 GRANT NUMBER H922-SS GRANT AGREEMENT AGREEMENT dated A P RI I- q , 2014, entered into between the REPUBLIC OF SOUTH SUDAN ("Recipient") and the INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association" or "World Bank") for the purpose of providing additional financing for activities related to the Original Project (as defined in the Appendix to this Agreement) in addition to the Additional Grants (as defined in the Appendix to this Agreement). The Recipient and the Association hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) constitute an integral part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II - FINANCING 2.01. The Association agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a grant in an amount equivalent to five million nine hundred thousand Special Drawing Rights (SDR 5,900,000) ("Financing"), to assist in financing the project described in Schedule 1 to this Agreement ("Project"). 2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section IV of Schedule 2 to this Agreement. 2.03. The Maximum Commitment Charge Rate payable by the Recipient on the Unwithdrawn Financing Balance shall be one-half of one percent (1/2 of 1%) per annum. 2.04. The Payment Dates are January 1 and July 1 in each year. 2.05. The Payment Currency is Dollar. ARTICLE III - PROJECT 3.01. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project in accordance with Article IV of the General Conditions. -2- 3.02. Without limitation upon the provisions of Section 3.01 of this Agreement, and except as the Recipient and the Association shall otherwise agree, the Recipient shall ensure that the Project is carried out in accordance with the provisions of Schedule 2 to this Agreement. ARTICLE IV - EFFECTIVENESS; TERMINATION 4.01. The Effectiveness Deadline is the date ninety (90) days after the date of this Agreement. 4.02. For purposes of Section 8.05 (b) of the General Conditions, the date on which the obligations of the Recipient under this Agreement (other than those providing for payment obligations) shall terminate is twenty years after the date of this Agreement. ARTICLE V - REPRESENTATIVE; ADDRESSES 5.01. The Recipient's Representative is its Minister at the time responsible for finance. 5.02. The Recipient's Address is: Hon. Aggrey Tisa Sabuni Minister of Finance, Commerce, Investment and Economic Planning Government of South Sudan P.O. Box 80 Juba, South Sudan Email: sabunitisa@yahoo.com 5.03. The Association's Address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Facsimile: +1-202-477-6391 -3- AGREED at WMV I4C.T01 N, , UNITPb STAT&. ,asofthe day and year first above written. REPUBLIC OF SOUTH SUDAN By Authorized Representative Name: ON- AGG 01 T)SA 2AU01 Title: -M)IIST ER OTi ANCE INTERNATIONAL DEVELOPMENT ASSOCIATION By ' orized Representative Name: ff k kA 16 1 R Title: -OUNTY bLFCTQOP -4- SCHEDULE 1 Project Description The objective of the Project is to support adoption of improved technologies for food production and storage, and provide cash or food to eligible beneficiaries in the territory of the Recipient. The Project consists of the following parts: Part 1: Supporting Agriculture Productivity Support to reduce vulnerability of selected farmers to food price escalation through financing activities to increase their own production and improve postharvest handling and management of food crops, including, inter alia: purchase and distribution of better planting materials and seeds, agricultural tools and better production technologies; technical advice to increase household food production; construction of low-cost food storage facilities and granaries at household and community levels, and rehabilitation of seed processing infrastructure at Palotaka Basic Seed Center. Part 2: Strengfthening Community Safety Nets (a) Carry out a labor-intensive public works program focusing on enhancing agricultural productivity, including construction of community roads and village food storage facilities to create temporary job opportunities and income for the food-insecure segments of the population. (b) Provide direct food support for vulnerable persons who, for several reasons, are unable to participate in public works. Part 3: Project Management, Monitoring and Evaluation Support the Recipient to undertake overall coordination, financial management, procurement, monitoring, reporting and evaluation of activities under the Project. -5- SCHEDULE 2 Project Execution Section I. Institutional and Other Arrangements A. Institutional arrangements The Recipient shall carry out the Project through the Project Implementation Unit (PIU) to be maintained within the Ministry of Agriculture, Forestry, Tourism, Animal Resources, Fisheries, Cooperatives and Rural Development (MAFTARFCRD), with composition, staffing, functions and resources acceptable to the Association. B. Operational Manual In order to facilitate the implementation of the Project, the Recipient shall adopt, not later than one (1) month after the Effective Date, an Operational Manual whose substance shall be satisfactory to the Association. The Operational Manual shall provide details on implementation procedures required to carry out the Project including administrative, procurement, financial, technical and implementation arrangements, and (i) terms and conditions and selection criteria of the Beneficiaries to receive cash for work for carrying out public works under Part 2(a) of the Project, and (ii) eligibility criteria to be implemented through a facilitated community targeting process for direct food support to the more vulnerable among the food insecure segments of the population under Part 2(b) of the Project; (iii) the Recipient shall carry out the Project in accordance with the Operational Manual; and (iv) the Recipient shall not amend, abrogate or waive the Operational Manual or any part thereof without the prior written approval of the Association. C. Environmental and Social Safeguards 1 . The Recipient shall ensure that the Project is implemented in accordance with the provisions of the: (i) Environmental and Social Management Framework; (ii) Pest Management Plan; (iii) Resettlement Policy Framework; (iv) any Environmental Assessment, including the Environmental and Social Management Plans, developed for the Project; and (v) any Resettlement Action Plans, developed for the Project; and, except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate, or waive, or permit to be assigned, amended, abrogated, or waived, the aforementioned, or any provision thereof. 2. Wherever required in accordance with the provisions of the Frameworks and Plans referred to in paragraph I of this Part C, the Recipient shall: -6- (i) for the purposes of any sub-Project or investment under the Project, and prior to implementation thereof, proceed to have an Environmental Management Plan and/or Resettlement Action Plan, as the case may be: (a) prepared in form and substance satisfactory to the Association; and (b) except as otherwise agreed with the Association, submitted to the Association for review and approval, and thereafter adopted and locally disclosed; and (ii) take all measures necessary on its part to regularly collect, compile, and submit to the Association, on a quarterly basis, reports on the status of compliance with such Frameworks and Plans, giving details of: (a) measures taken in furtherance of such Frameworks and Plans; (b) conditions, if any, which interfere or threaten to interfere with the smooth implementation of such Frameworks and Plans; and (c) remedial measures taken or required to be taken to address such conditions. 3. The Recipient shall ensure that the environmental officer within the PIU shall oversee the day-to-day implementation of said Environmental Assessment, Frameworks, and Plans. D. Anti-Corruption The Recipient shall ensure that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines. Section II. Pro*ect Monitoring, Reporting and Evaluation A. Project Reports; Completion Report 1 . The Recipient shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 4.08 of the General Conditions and on the basis of the indicators acceptable to the Association. Each Project Report shall cover the period of one (1) calendar quarter, and shall be furnished to the Association not later than forty-five (45) days after the end of the period covered by such report. 2. For purposes of Section 4.08 (c) of the General Conditions, the report on the execution of the Project and related plan required pursuant to that Section shall be furnished to the Association not later than September 30, 2016. B. Financial Management; Financial Reports; Audits 1 . The Recipient shall maintain or cause to be maintained a financial management system in accordance with the provisions of Section 4.09 of the General Conditions. -7- 2. Without limitation on the provisions of Part A of this Section, the Recipient shall prepare and furnish to the Association not later than one (1) month after the end of each calendar quarter, interim unaudited financial reports for the Project covering the quarter, in form and substance satisfactory to the Association. 3. The Recipient shall have its Financial Statements audited in accordance with the provisions of Section 4.09 (b) of the General Conditions. Each audit of the Financial Statements shall cover the period of one fiscal year of the Recipient. The audited Financial Statements for each such period shall be furnished to the Association not later than six (6) months after the end of such period. Section III. Procurement A. General 1. Goods, Works and Non-consulting Services. All goods, works and non- consulting services required for the Project and to be financed out of the proceeds of the Financing shall be procured in accordance with the requirements set forth or referred to in Section I of the Procurement Guidelines, and with the provisions of this Section. 2. Consultants' Services. All consultants' services required for the Project and to be financed out of the proceeds of the Financing shall be procured in accordance with the requirements set forth or referred to in Sections I and IV of the Consultant Guidelines, and with the provisions of this Section. B. Definitions The capitalized terms used below in this Section to describe particular procurement methods or methods of review by the Association of particular contracts, refer to the corresponding method described in the Procurement Guidelines, or Consultant Guidelines, as the case may be. C. Particular Methods of Procurement of Goods, Works and Non-consulting Services 1. Except as otherwise provided in sub-paragraph (ii) below, goods, works and non- consulting services shall be procured under contracts awarded on the basis of International Competitive Bidding. 2. The following methods, other than International Competitive Bidding, may be used for procurement of goods, works and non-consulting services for those contracts specified in the Procurement Plan: (A) Limited International Bidding; (B) National Competitive Bidding in accordance with the Recipient's applicable legal framework consisting of the Interim Public Procurement and Disposal Regulations dated June 29, 2006, provided that such procedures comply with the -8- provision of Section I and paragraphs 3.3 and 3.4 of the Procurement Guidelines; (C) Shopping; (D) Direct Contracting; (E) Community Participation procedures which have been found acceptable to the World Bank; (F) Procurement from United Nations agencies; and (G) Force Account. D. Particular Methods of Procurement of Consultants' Services 1 . Except as otherwise provided in sub-paragraph (2) below, consultants' services shall be procured under contracts awarded on the basis of Quality and Cost-based Selection. 2. The following methods other than Quality and Cost-based Selection may be used for the procurement of consultants' services for those assignments which are specified in the Procurement Plan: (A) Quality-based Selection; (B) Selection under a Fixed Budget; (C) Least Cost Selection; (D) Selection based on Consultants' Qualifications; (E) Single-source Selection of consulting firm; (F) Selection of Individual Consultants; and (G) Single Source procedure for selection of Individual Consultants. E. Review by the Association of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Association's Prior Review. All other contracts shall be subject to Post Review by the Association. Section IV. Withdrawal of Grant Proceeds A. General 1. The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of: (a) Article II of the General Conditions; (b) this Section; and (c) such additional instructions as the World Bank may specify by notice to the Recipient (including the "World Bank Disbursement Guidelines for Projects", dated May 2006, as revised from time to time by the World Bank and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the table in paragraph 2 below. 2. The following table specifies the Categories of Eligible Expenditures that may be financed out of the proceeds of the Grant, the allocations of the amounts of the Grant to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: -9- Percentage of Total Amount of the Expenditures to be Fourth Additional Grant Financed Category (expressed in SDR) (inclusive of Taxes) (1) Goods, Works, Goods, Works, Non-consulting Services, Consultants' Services, Operating Costs, 2,300,000 100% and Training and Workshops for Parts I and 3 of the Project (2) Goods, Works, Non- consulting Services, Consultants' Services, 3,600,000 100% Operating Costs, and Training and Workshops for Part 2 of the Project TOTAL 5,900,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made for payments made prior to the date of this Agreement, except that withdrawals up to an amount not to exceed US$1,800,000 equivalent may be made for payments made prior to such date but on or after March 1, 2014, for Eligible Expenditures under the Project. 2. The Closing Date is June 30, 2016. -10- APPENDIX Section I. Definitions 1. "Additional Grants" means the additional grants provided to the Recipient to finance the activities under the Original Project as further described in the Restated and Amended Grant Agreement, the Second Additional Grant Agreement, and the Third Additional Grant Agreement. 2. "Anti-Corruption Guidelines" means the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006, and revised in January 2011. 3. "Category" means a category set forth in the table in Section IV of Schedule 2 to this Agreement. 4. "Consultant Guidelines" means the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers", dated January 2011. 5. "Environment and Social Management Framework" means the Recipient's framework, dated May 1, 2013; agreed with the Association and setting out mitigation, enhancement, monitoring, and institutional measures, including capacity building through training, that have been identified by the Recipient to eliminate any adverse environmental and social impacts of Project activities, offset them, or reduce them to acceptable levels, or enhance positive impacts, as the same may be modified from time to time with the prior written concurrence of the Association, and such term includes any schedules or annexes to said Framework. 6. "Environmental Assessment" means the Recipient's assessment agreed with the Association and setting out the potential adverse environmental and social impact of the Project and measures for the offsetting, reduction, or mitigation of such impact, as the same may be modified from time to time with the prior written concurrence of the Association, and such term includes any schedules or annexes to said assessment. 7. "Environmental and Social Management Plan" or "ESMP" means an environmental and social management plan to be prepared by the Recipient, pursuant to the requirement of paragraph C.2 of Section I of Schedule 2 to this Agreement, giving details of the magnitude of the environmental and social impacts, as well as the specific actions, measures, including the budget and cost estimates, and sources of funding, along with the institutional and procedural measures needed to implement such actions and measures, in order to address any environmental and social impacts arising from the Project. -11- 8. "General Conditions" means the "International Development Association General Conditions for Credits and Grants", dated July 31, 2010. 9. "Operating Costs" means the incremental expenses incurred on account of Project implementation, including office furniture and supplies, vehicle operation and maintenance, communication and insurance costs, Designated Account banking charges, rental expenses, office maintenance costs, utilities, travel cost for Project staff and salaries of support contractual staff for the Project, but excluding salaries of officials of the Recipient's civil service. 10. "Operational Manual" means the manual prepared by the Recipient in accordance with Section I.B of Schedule 2 to this Agreement, as the same may be amended from time to time with the prior approval of the Association, and such term includes any annexes to the Operational Manual. 11. "Original Grant" means the grant provided to the Recipient to finance the activities under the Original Project as described in the Original Grant Agreement. 12. "Original Grant Agreement" means the agreement between the Association and the Recipient for the Original Project providing for the Original Grant for an amount of US$5,000,000, dated October 27, 2008, as amended to date (Trust Fund No. 093011). 13. "Original Project" means the Project described in the Original Grant Agreement. 14. "Pest Management Plan" means the Recipient's plan, dated May 1, 2013; agreed with the Association and setting out the measures to be taken for the development and implementation of integrated pest management and safe handling of agro-chemicals in the course of Project implementation, as the same may be modified from time to time with the prior written concurrence of the Association, and such term includes any schedules or annexes to said plan. 15. "PIU" means the Project Implementation Unit, under the Ministry of Agriculture, Forestry, Tourism, Animal Resources, Fisheries, Cooperatives and Rural Development (MAFTARFCRD), as referred to in Section I.A of Schedule 2 to this Agreement. 16. "Procurement Guidelines" means the "Guidelines: Procurement of Goods, Works and Non-consulting Services under IBRD Loans and IDA Credits and Grants by World Bank Borrowers", dated January 2011. 17. "Procurement Plan" means the Recipient's procurement plan for the Project, dated February 20, 2014, and referred to in paragraph 1.18 of the Procurement -12- Guidelines and paragraph 1.25 of the Consultant Guidelines, as the same shall be updated from time to time in accordance with the provisions of said paragraphs. 18. "Resettlement Action Plan" means the Recipient's plan, prepared pursuant to the Resettlement Policy Framework and agreed with the Association, setting out the procedures, including related compensation measures, to be applied in the event of the physical or economic displacement of persons affected by activities to be implemented under the Project in accordance with the provisions of the Resettlement Policy Framework (as hereinafter defined), as the same may be modified from time to time with the prior written concurrence of the Association, and such term includes any schedules or annexes to said Plan. 19. "Resettlement Policy Framework" means the Recipient's framework, dated May 1, 2013, agreed with the Association and setting out arrangements for the resettlement and compensation of persons affected by potential changes in land use associated with activities to be implemented under the Project, as the same may be modified from time to time with the prior written concurrence of the Association, and such term includes any schedules or annexes to said Framework. 20. "Restated and Amended Grant Agreement" means the agreement between the Association and the Recipient for the Original Project providing for the first additional grant in an amount of US$2,200,000, dated August 15, 2011, as amended to date (Trust Fund No. TF099943 and Trust Fund No. 099946). 21. "Second Additional Grant Agreement" means the agreement between the Association and the Recipient for the second additional grant in an amount of US$3,000,000, dated June 19, 2012, as amended to date (Trust Fund No. TF012069). 22. "Third Additional Grant Agreement" means the agreement between the Association and the Recipient for the third additional grant in an amount of US$7,530,000 dated October 31, 2013, as amended on the date of the Agreement to which this Appendix is attached (FPCR TF Grant Number TF015934 and GFCRP TF Grant Number TFO 1593 5). 23. "Training and Workshops" means the reasonable costs associated with training and workshops for selected participants, including travel and subsistence costs for participants, fees and costs associated with securing the services of trainers and speakers, rental of training and workshop facilities, preparation and reproduction of training and workshop materials, and other costs directly related to training courses and workshop preparation and implementation.