The World Bank 1818 H Street N.W. (202) 477-1234 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS CONFORMED COPY 19, 2011 September ___, 2011 Mr. António Guterres, High Commissioner Office of the United Nations High Commissioner for Refugees 94, rue de Montbrillant Case Postale 2500 CH 1211 Geneva 2 Dépôt Switzerland Re: Horn of Africa Emergency Health and Nutrition Project IDA Grant number H735 Dear Mr. Guterres: I am writing on behalf of J?< /EJ7E@P7J@FETI 7>H<K@;7E@P7J@FETI GFC@9@FF; =7@J? GHFjection of the expenditures for the Activities for the following nine (9) months, reconciling against amounts previously withdrawn and against the Project Budget. (b) The Disbursing Organization will disburse to the Receiving Organization the full amount requested in each notice of withdrawal and will do so (i) by wire transfer in the currency requested (per Section 4.4); (ii) within five (5) working days of receiving a notice of withdrawal; and (iii) to the following bank account or such other bank account as the Receiving Organization may nominate and notify in writing to the Disbursing Organization. =751; >NKSMRAPV 3SMDQ 7N$' /CCNSMR =<2 /CCNSMR 7SLBEP %$(&'$,')$%&- 60/7 7SLBEP 15,' %,*( ,%%% (&', ')%& - ?JI 7>7@EIJ J?@H; G7HJ@?J framework and established procedures, it will keep the Disbursing Organization regularly informed by agreed means of actions taken pursuant to Section 7.1(d) and the results of the implementation of such actions, including where relevant, details of any recovery of funds or writing-off of losses. The Receiving Organization will use its best efforts, consistent with its regulations rules policies and procedure to recover any funds misused. The Receiving Organization will, in consultation with the Disbursing Organization, credit any funds so recovered to the Grant Account or agree with the Disbursing Organization to use these funds for a purpose mutually agreed upon. 7.2 In the event that the Disbursing Organization reasonably believes that timely and appropriate action has not been taken, it may request direct consultations at a senior level between the Disbursing Organization and the Receiving Organization in order to obtain assurances that the Receiving OrganizationTI oversight and accountability mechanisms have been and are being fully applied in connection with such allegations. The parties hereto take note of the provisions of Article VIII of the United Nations Financial Regulations and Rules on external audit and its analogous provisions in the financial regulations and rules of the Special Agencies. 7.3. The Disbursing Organization may, following consultation with the Receiving Organization, by notice to the Receiving Organization, suspend the right of the Receiving Organization to make further withdrawals from the Grant Account if any of the following events has occurred and is continuing: 9 (a) the Receiving Organization substantially deviates from agreed plans and budgets without prior approval of the Disbursing Organization and/or fails, without justification, materially to fulfill any of its substantive obligations pursuant to this Agreement, including its reporting obligations, and, after being given notice in writing to comply with those obligations, still fails to do so and fails to furnish a satisfactory explanation within thirty (30) days of receipt of such notice; (b) the Disbursing Organization reasonably believes the actions taken by the Receiving Organization under Section 7.1 have not been sufficient to fulfill its fiduciary obligation with respect to the funds constituting the Grant; or (c) the Receiving Organization has withdrawn or was deemed to have withdrawn from the FPA in accordance with Article 2(b)(IV) or Article 5 of the FPA. 7.4. The Disbursing Organization D7O% KGFE >@L@E> J?@HJO #('$ ;7OIT MH@JJ% >@L@E>% H<9<@L@E> FH IFC@9@J@E>% ;irectly or indirectly, of anything of value to influence improperly the actions of another party; (b) R=H7K;KC D@IHE<; JF achieve an improper purpose, including to influence improperly the actions of another party; and (d) R9F FH ?7HD@E>% FH J?H<7J JF @DG7@H FH ?7HD% directly or indirectly, any party or the property of the party to influence improperly the actions of a party. 8. Term and Termination 8.1 Upon receipt by the Disbursing Organization of this countersigned copy, this Agreement shall become effective as of the date of its countersignature by the Receiving Organization; provided, however, that the offer of this Agreement shall be deemed withdrawn if the Disbursing Organization has not received the countersigned copy of this Agreement within ten (10) days after the date of signature of this Agreement by the Disbursing Organization, unless the Disbursing Organization shall have established a later date for such purpose. 10 8.2 This Agreement will expire on completion of the Activities; provided, however, that the Receiving Organization D7O J@L@E> J?@HJO #('$ ;7OIT EFJ@9< to the Disbursing Organization (a) if the Disbursing Organization exercises its rights under Section 7.4 above, or (b) for any reason. 8.3 Upon expiry or termination of this Agreement, the Receiving Organization will consult with the Disbursing Organization as to the proper use of any funds remaining unexpended in the Grant Control Account following satisfaction of outstanding commitments and liabilities. Upon termination of this Agreement prior to the completion of the Activities, the Parties will fully cooperate with each other to put in place arrangements for the completion of the Activities. 9. Privileges and Immunities; Dispute Resolution 9.1. Nothing in or related to this Agreement shall be or be construed to be a waiver, express or implied, of the privileges and immunities of either the Disbursing Organization or the Receiving Organization. 9.2 This Agreement shall be interpreted in a manner that is consistent with any applicable basic texts and conventions on privileges and immunities to which the Receiving Organization or the Disbursing Organization is a party. 9.3 The Parties shall use their best efforts to amicably resolve any dispute, controversy, or claim arising out of or relating to this Agreement and in the event that it is not thus resolved, it shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules. 10. Notices 10.1 Any notice or request required or permitted to be given under this Agreement shall be given in writing. 10.2 The following addresses are specified for purposes of this Agreement: For the Disbursing Organization: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Attention: Director for Regional Integration Cable: Telex: Facsimile: INDEVAS 248423 (MCI) or 1-202-477-6391 Washington, D.C. 64145 (MCI) 11 For the Receiving Organization: Office of the United Nations High Commissioner for Refugees 94, rue de Montbrillant Case Postale 2500 CH 1211 Geneva 2 Dépôt Switzerland Attention: High Commissioner with a copy to: Mr. Paul Spiegel, Chief, Public Health and HIV Section 12 ANNEX B Project Description and Budget 1. Project Description 1.1. The objective of the Project is to support the emergency response in Targeted Refugee Camps (as defined below) in the *@FETI D<;@KD-term human development goals. -FH J?< GKHGFI7E@P7J@FETI indirect 1,316,000 costs of 7 percent of Grant) Total Project Cost 18,800,000 15 ANNEX C [UNHCR letterhead] Notice of Withdrawal [Date] [Loan Department] The World Bank 1818 H Street, NW, MSN MC7 - 714 Washington, DC 20433, USA RE: Horn of Africa Emergency Health and Nutrition Project IDA Grant number H735 Dear [name of Bank Contact]: Reference is made to the Disbursement Agreement between the International Development Association #J?< R4FHC; *7EBS$ 7E; J?< Office of the United Nations High Commissioner for Refugees #R30.+2S$, dated 5QQQ6 #J?< R,@I8KHIH<H<H<