THE WORLD BANK OFFICIAL IBRD . IDA I WORLD BANKGROUP DOCUM ENTS June 11, 2018 Mr. Rodrigo Bustos National Director ChildFund International, USA Avenida Reforma, 7-62 zona 9 Edificio Aristos Reforma, Oficina 201 Guatemala City 01009, Guatemala Central America Dear Sir: Re: GUATEMALA: JSDF Grant for a Pilot to Improve the Development and Nutrition of Young Children in Guatemala Project (Nuestros Niios Sanos y Listos) - Grant No. TF01 7709 - AMENDMENT We refer to the Letter Agreement (the "Agreement") between Child Fund International USA (the "Recipient") represented by the National Director based in the Republic of Guatemala and the International Bank for Reconstruction and Development (the "World Bank"), acting as administrator of grant funds provided by Japan (the "Donor") under the Japan Social Development Fund for the above mentioned project, dated November 7, 2014, as amended, and to our discussions regarding the amendment of the Agreement. The World Bank accordingly proposes to amend the Agreement as follows: 1. The following definition is added to Section 1.02 of the Annex, and the remaining definitions are renumbered to keep alphabetical order: " "Anti-Corruption Guidelines" means either- (a) 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 and as of July 1, 2016, which are applicable to Project activities financed out of the proceeds of the Grant on or after the date of the countersignature of this Amendment Letter (but not to contracts procured pursuant to the Procurement Guidelines or the Consultant Guidelines); or (b) 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 which are applicable to Project activities financed out of the proceeds of the Grant before the date of countersignature of this Amendment Letter." 2. Section 2.02 of the Annex is amended to read in its entirety as follows: "2.02. Project Execution Generally. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project in accordance with: (a) the provisions of Article H of the Standard Conditions; (b) the Anti- Corruption Guidelines; (c) this Article II; (d) the IPP; and (e) the Operational Manual, all acceptable to the World Bank." 3. Part 2 under Section 2.01 of the Annex is amended to read in its entirety as follows: -2- "Part 2: Enhanced social and behavior change communication to achieve improved child nutrition and development Development of a strategy to address social and behavioral change, aiming at addressing concrete constraints caregivers face in adopting positive practices to ensure optimal child nutrition, including: (a) the identification of: (i) current child feeding and caring behaviors; and (ii) key constraints to optimal child feeding and caring practices; all through the carrying out of consultations with parents, women, members of the participating Communities as well as midwives and other key stakeholders in the Participating Communities. (b) the roll out of a social and behavior change approach through: (i) development of training methodologies and materials; (ii) training to local implementers (madres gulas, monitoras) on the promotion of selected practices through parent groups and home visits; (iii) mobilization events for Participating Communities through development fairs, and festivals celebrating breastfeeding and healthy child care-taking; and (iv) Sub-grants to Eligible Beneficiaries to implement activities under (ii) and (iii) above." 4. Section 2.06 of the Annex is amended to read in its entirety as follows: "2.06. Procurement A. Procurement Regulations All goods, non-consulting services and consulting services required for the Project, to be financed out of the proceeds of the Grant, and for which the procurement process starts on or after the date of the countersignature of this Amendment Letter, shall be procured in accordance with the requirements set forth or referred to in the "World Bank Procurement Regulations for IPF Borrowers" dated July 2016, revised November 2017 ("Procurement Regulations"), and the provisions of the Recipient's procurement plan for the Project ("Procurement Plan") dated March 27, 2018, provided for under Section IV of the Procurement Regulations, as the same may be updated from time to time in agreement with the World Bank. B Procurement Guidelines and Consultant Guidelines i. General 1. (a) Procurement and Consultant Guidelines. All goods, non-consulting- services and consultants' services required for the Project, to be financed out of the proceeds of the Grant and for which the procurement process started before the date of the countersignature of this Amendment letter, shall be procured in accordance with the requirements set forth or referred to in: (i) Section I of the "Guidelines: Procurement of Goods, Works and Non-consulting Services under IBRD Loans and IDA Credits and Grants by World Bank -3- Borrowers" dated January 2011 and updated in July 2014 ("Procurement Guidelines"), in the case of goods and non-consulting services; and (ii) Sections I and IV of the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 and updated in July 2014 ("Consultant Guidelines"), in the case of consultants' services; and (iii) the provisions of this Section, as the same shall be elaborated in the procurement plan prepared and updated from time to time by the Recipient for the Project in accordance with paragraph 1.18 of the Procurement Guidelines and paragraph 1.25 of the Consultant Guidelines ("Procurement Plan"). (b) Definitions. The capitalized terms used in the following paragraphs of this Section to describe particular procurement methods or methods of review by the World Bank of particular contracts, refer to the corresponding method described in Sections II and III of the Procurement Guidelines, or Sections II, 111, IV and V of the Consultant Guidelines, as the case may be. (c) Particular Methods of Procurement of Goods and Non-consulting Services (i) Except as otherwise provided in sub-paragraph (ii) below, goods and non-consulting services shall be procured under contracts awarded on the basis of International Competitive Bidding subject to the following additional procedures: (ii) The following methods, other than International Competitive Bidding, may be used for procurement of goods and non-consulting services for those contracts specified in the Procurement Plan: (A) National Competitive Bidding; (B) Shopping; and (C) Direct Contracting. (d) Particular Methods of Procurement of Consultants' Services (i) Except as otherwise provided in sub-paragraph (ii) below, consultants' services shall be procured under contracts awarded on the basis of Quality- and Cost-based Selection. (ii) The following methods 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 firms; (F) Selection of Individual Consultants; and (G) Single-source procedures for the Selection of Individual Consultants. (e) Review by the World Bank of Procurement Decisions. The Procurement Plan shall set forth those contracts which shall be subject to the World Bank's Prior Review. All other contracts shall be subject to Post Review by the World Bank." 5. Section 3.01 of the Annex is amended to read in its entirety as follows: "3.01. Eligible Expenditures. The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of: (a) Article III of the Standard Conditions; (b) this -4- 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 February 2017, 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 following table. The table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Grant ("Category"), 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: Amount of the Percentage of "Category Grant Allocated Expenditures to be (expressed in US$) Financed (inclusive of Taxes) (1) Consultants' services 457,433.78 100% and consulting services (including audits) (2) Training and 50,996.90 100% Workshops (3) Goods 118,884.41 100% (4) Operating Costs 148,701.50 100% (5) Sub-grants 1,182,989.08 100% (6) Project coordinator's 126,392 100% fees (7) Field Staff Salaries 665,537.33 100% L AMOUNT 2,750,935 For purposes of this Section the following terms shall have the following definitions: (a) the term "Field Staff Salaries" means the salaries for each Eligible Beneficiary's personnel carrying out the field work required to implement Subprojects, and excluding the salaries of staff carrying out Subproject management and coordination activities, all as exceptionally approved by the Donor on January 16, 2018. (b) the term "Operating Costs" means the reasonable incremental costs required for Project implementation, as approved by the World Bank, that would not have been incurred absent the Project, including, inter alia, consumable materials and supplies, communications, mass media and printing services, operation and maintenance, charges for the opening and operation of bank accounts required for the Project, and travel, lodging and per diems (excluding salaries of the Recipient's staff or civil servants of the Member Country), all within the territory of the Member Country; and (c) the term "Training and Workshops" means the reasonable expenditures (other than those for consultants' services), as approved by the World Bank, incurred for the carrying out of Project-related training and workshops, conducted in the territory of the Member Country, including, inter alia, purchase, preparation and publication of training and workshop materials, rental of training and workshop facilities, course fees, travel and subsistence of -5- participants/trainees and facilitators/trainers, but excluding salaries of officials of the Recipient's staff or civil servants of the Member Country." 6. Section 3.03 of the Annex is amended to read in its entirety as follows: "3.03 Withdrawal Period The Closing Date referred to in Section 3.06(c) of the Standard Conditions is June 30, 2019." All of the terms and conditions of the Agreement that have not been amended pursuant to this Amendment Letter shall remain unchanged and in full force and effect. Please confirm your agreement with the foregoing by signing and dating the confirmation on the enclosed copy of this Amendment Letter and returning it to us. This Amendment Letter shall be executed in two counterparts, each of which shall be an original. The provisions of this Amendment Letter shall become effective as of April 1St, 2016 upon receipt by the World Bank of: (i) one full executed original of this Amendment Letter; (ii) confirmation that the Recipient has adopted an updated version of the Operational Manual acceptable to the Bank and (iii) the signed amendments to the Sub-grant Agreements with contents acceptable to the Bank. Please also note that the approved Restructuring Paper dated June 11, 2018 will be disclosed on the World Bank's extemal website. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By-a Se u Sakho rector Central America Latin America and the Caribbean Region AGREED: CIULDFUND INTERNATIONAL, USA By: Althorized Rep ettv Name: ~~~~b. Title: CQ0rkrYkY '$iaE.6t1r2_ Date: - UvI) / ,o~