OFFICIAL DOCUMENTS The World Bank 1818 H Street N. . (202) 473-1000 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELO 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS ,2013 H. E. Ali Mahmoud Abdel Rasool Minister of Finance and National Economy Ministry of Finance and National Economy Republic of the Sudan Khartoum, The Sudan Excellency: Re: Trust Fund Grant No. TF013351 (Basic Education Recovery Project) Additional Instructions: Disbursement I refer to the Grant Agreement ("Agreement") of even date between the Republic of the Sudan (the "Recipient") and the International Bank for Reconstruction and Development ("World Bank"), acting as administrator of the Global Partnership for Education fund for the above- referenced project. The Agreement provides that the World Bank may issue additional instructions regarding the withdrawal of the proceeds of Grant No. TF013351 ("Grant"). This letter ("Disbursement Letter"), as revised from time to time, constitutes the additional instructions. The attached World Bank Disbursement Guidelines for Projects, dated May 1, 2006, ("Disbursement Guidelines") (Attachment 1), are an integral part of the Disbursement Letter. The manner in which the provisions in the Disbursement Guidelines apply to the Grant is specified below. Sections and subsections in parentheses below refer to the relevant sections and subsections in the Disbursement Guidelines and, unless otherwise defined in this letter, the capitalized terms used have the meanings ascribed to them in the Disbursement Guidelines. I. Disbursement Arrangements (i) Disbursement Methods (section 2). The following Disbursement Methods may be used under the Grant: * Reimbursement * Advance * Direct Payment * Special Commitment (ii) Disbursement Deadline Date (subsection 3.7). The Disbursement Deadline Date is 4 months after the Closing Date. Any changes to this date will be notified by the World Bank. II. Withdrawal of Grant Proceeds (i) Authorized Signatures (subsection 3.1). A letter in the Form attached (Attachment 2) should be furnished to the World Bank at the address 2 indicated below providing the name(s) and specimen signature(s) of the official(s) authorized to sign Applications: The World Bank Office Khartoum, Sudan Attention: Country Manager (ii) Applications (subsections 3.2 - 3.3). Please provide completed and signed (a) applications for withdrawal, together with supporting documents, and (b) applications for special commitments, together with a copy of the commercial bank letter of credit, to the address indicated below: The World Bank 4 Fricker Road Illovo 2196 Johannesburg, Republic of South Africa Attention: Loan Department (iii) Electronic Delivery (subsection 3.4) The World Bank may permit the Recipient to electronically deliver to the World Bank Applications (with supporting documents) through the World Bank's Client Connection, web-based portal. The option to deliver Applications to the World Bank by electronic means may be effected if: (a) the Recipient has designated in writing, pursuant to the terms of subparagraph (i) of this Section, its officials who are authorized to sign and deliver Applications and to receive secure identification devices ("Tokens") from the World Bank for the purpose of delivering such Applications by electronic means; and (b) all such officials designated by the Recipient have registered as users of Client Connection. If the World Bank agrees, the World Bank will provide the Recipient with Tokens for the designated officials. Following which, the designated officials may deliver Applications electronically by completing Form 2380, which is accessible through Client Connection (https://clientconnection.worldbank.org). The Recipient may continue to exercise the option of preparing and delivering Applications in paper form. The World Bank reserves the right and may, in its sole discretion, temporarily or permanently disallow the electronic delivery of Applications by the Recipient. (iv) Terms and Conditions of Use of Tokens to Process Applications. By designating officials to accept Tokens and by choosing to deliver the Applications electronically, the Recipient confirms through the authorized signatory letter its agreement to: (a) abide by the Terms and Conditions of Use of Secure Identification Devices in connection with Use of Electronic Means to Process Applications and Supporting Documentation ("Terms and Conditions of Use of Tokens") provided in Attachment 3; and (b) to deliver the Terms and Conditions of Use of Tokens to each such official and to cause such official to abide by those terms and conditions. (v) Minimum Value of Applications (subsection 3.5). The Minimum Value of Applications for Direct Payment and Reimbursement will be the equivalent of 20% of the Advance ceiling amount. (vi) Advance (sections 5 and 6). * Type ofDesignatedAccount (subsection 5.3): Segregated. * Currency ofDesignatedAccount (subsection 5.4): Euros (a) Financial Institution at which the Designated Account Will Be Opened (subsection 5.5): Central Bank of the Sudan (CBS) 3 (b) Ceiling (subsection 6.1): The ceiling of the DA: Euro 6 million III. Reporting on Use of Grant Proceeds (i) Supporting Documentation (section 4). Supporting documentation should be provided with each application for withdrawal as set out below: * For requests for Reimbursement and for reporting eligible expenditures paid from the Designated Account: o Statement of Expenditures in the form attached (Attachment 4) or other format acceptable to the World Bank for expenditures related to contracts for works in an amount below US$ 300,000 in value; contracts for goods in an amount below US$ 200,000 in value; contracts for consulting firms in an amount below US$ 100,000 in value and contracts for individual consultants in an amount below US$50,000 in value, as well as school grants program, all training and operating costs; o Form of payments against contracts subject to the World Bank's prior review (Attachment 5); o DA Reconciliation Statement (Attachment 6) * For requests for Direct Payment: o Records evidencing eligible expenditures, e.g., copies of the contract, receipts, supplier invoices and documentary evidence of delivery of contracted goods or services. (ii) Frequency of Reporting Eligible Expenditures Paid from the Designated Account (subsection 6.3): Monthly (iii) Other Supporting Documentation Instructions: Sub Accounts: o The Project will also maintain a bank account in local currency in each of the states in which the project operates. Provided it is within the agreed ceiling, payments from the sub-accounts can be replenished as disbursements occur and proper supporting documents are filed. The Recipient is responsible for bearing all risks associated with foreign exchange fluctuations when making transfers from the Designated Account which is denominated in Euros to the sub-account denominated in local currency. At the end of the project, any unused balances in the sub-accounts should be deposited to the related Designated Accounts, including any balance in local currency which should be converted to Euros. o The activity reconciliation statement and bank statement for Designated Account should be submitted with each withdrawal application reporting on the use of financing proceeds. 4 IV. Other Important Information For additional information on disbursement arrangements, please refer to the Disbursement Handbook available on the World Bank's public website at https://www.worldbank.org and its secure website "Client Connection" at https://clientconnection.worldbank.org. Print copies are available upon request. From the Client Connection website, you will be able to download Applications, monitor the near real-time status of the Grant, and retrieve related policy, financial, and procurement information. If you have any queries in relation to the above, please contact Hassine Hedda, Finance Officer at hhedda@worldbank.org using the above reference. Yours sinc la Bird Counky irector for the Sudan Africa Region Attachments lp- World Bank Disbursement Guidelines for Projects, dated May 1, 2006 2. Form for Authorized Signatures 3. Terms and Conditions of Use ofSecure Identification Devices in connection with Use of Electronic Means to Process Applications and Supporting Documentation, dated January 20, 2010 4. Statement of Expenditures (SOEs) 5. Form of Payments Against Contracts Subject to the World Bank's Prior Review 6. Designated Account Activity Statement Cc with copies: Project Financial Management Unit H E. Mrs. Suad Abdelrazig Seed, Federal Minister of General Education (MoGE) Email: ministerAmoe.gov.sd 5 Attachment [2] [Letterhead] Minister of Finance and National Economy [Street address] [City] [Country] [DATE] The World Bank Country Office Khartoum, Sudan Attention: Country Manager Re: Trust Fund Grant No. TF013351 (Basic Education Recovery Project) Dear Country Manager: I refer to the Grant Agreement ("Agreement") between the Republic of the Sudan (the "Recipient") and the International Bank for Reconstruction and Development ("World Bank"), acting as administrator of the Global Partnership for Education fund, dated providing the above Grant. For the purposes of Section 3.04 (b) of the Standard Conditions, as defined in the Agreement, any ['one] of the persons whose authenticated specimen signatures appear below is authorized on behalf of the Recipient to sign applications for withdrawal and applications for a special commitment under this Grant. For the purpose of delivering Applications to the World Bank, 2[each] of the persons whose authenticated specimen signatures appears below is authorized on behalf of the Recipient, acting 3[individually] 4U ointly], to deliver Applications, and evidence in support thereof on the terms and conditions specified by the World Bank. '[This confirms that the Recipient is authorizing such persons to accept Tokens and to deliver the Applications and supporting documents to the World Bank by electronic means. In full recognition that the World Bank shall rely upon such representations and warranties, including without limitation, the representations and warranties contained in the Terms and Conditions of Use of Secure Identification Devices in connection with Use of Electronic Means to Process ' Instruction to the Recipient when sending this letter to the World Bank: Stipulate if more than one person needs to sign Applications, and how many or which positions, and if any thresholds apply. Please delete this footnote in final letter that is sent to the World Bank. 2 Instruction to the Recipient: Stipulate if more than one person needs tojointly sign Applications, if so, please indicate the actual number. Please delete this footnote in final letter that is sent to the World Bank. Instruction to the Recipient: Use this bracket if any one of the authorized persons may sign; if this is not applicable, please delete. Please delete this footnote in final letter that is sent to the World Bank. 4 Instruction to the Recipient: Use this bracket only if several individuals must jointly sign each Application; if this is not applicable, please delete. Please delete this footnote in final letter that is sent to the World Bank. 5 Instruction to the Recipient: Add this paragraph if the Recipient wishes to authorize the listed persons to accept Tokens and to deliver Applications by electronic means; if this is not applicable, please delete the paragraph. Please delete this footnote in final letter that is sent to the World Bank. 6 Applications and Supporting Documentation ("Terms and Conditions of Use of Tokens"), the Recipient represents and warrants to the World Bank that it will deliver to each such person a copy of the Terms and Conditions of Use of Tokens and will cause such persons to abide by those terms and conditions.] This Authorization replaces and supersedes any Authorization currently in the World Bank records with respect to this Agreement. [Name], [position] Specimen Signature: [Name], [position] Specimen Signature: [Name], [position] Specimen Signature: Yours truly, / signed / [Position] 7 Attachment [31 Terms and Conditions of Use of Secure Identification Devices in connection with Use of Electronic Means to Process Applications and Supporting Documentation January 20, 2010 The World Bank (Bank)' will provide secure identification devices (Tokens) to permit the Borrower2 to deliver applications for withdrawal and applications for special commitments under the Agreement(s) and supporting documentation (such applications and supporting documentation together referred to in these Terms and Conditions of Use as Applications) to the Bank electronically, on the terms and conditions of use specified herein. A. Identification of Users. 1. The Borrower will be required to identify in a completed Authorized Signatory Letter (ASL) duly delivered to and received by the Bank each person who will be authorized to deliver Applications. The Bank will provide Tokens to each person identified in the ASL (Signatory), as provided below. The Borrower shall also immediately notify the Bank if a Signatory is no longer authorized by the Borrower to act as a Signatory. 2. Each Signatory must register as a user on the Bank's Client Connection (CC) website (https://clientconnection.worldbank.or ) prior to delivery of Tokens. Registration on CC will require that the Signatory establish a CC password (CC Password). The Signatory shall not reveal his/her CC Password to anyone or store or record the CC Password in written or other form. Upon registration as a CC user, the Signatory will be assigned a unique identifying account name. B. Distribution, Initialization and Return of Tokens. 1. The Bank will physically deliver a Token to each Signatory in a manner to be determined by and satisfactory to the Bank. 2. At the time of delivery of a Token to a Signatory, the Signatory will receive a copy of these Terms and Conditions of Use for purposes of initializing the Token. 3. The Bank will verify that the Token, Temporary Password and Terms and Conditions of Use have been duly delivered to and received by the CC User. 4. Promptly upon receipt of the Token and Terms and Conditions of Use, the Signatory will access CC using his/her account name and CC Password and register his/her Token and set a personal identification number (PIN) to be used in connection with the use of his/her "Bank" includes IBRD and IDA. 2 "Borrower" includes the borrower of an IBRD loan, IDA credit, or Project Preparation Facility advance and the recipient of a grant. 8 Token, after which the Token will be initialized for use by the Signatory exclusively for purposes of delivering Applications. Upon initialization of the Token, the Signatory will be a "Token User". The Bank will maintain in its database a user account (Account) for each Token User for purposes of managing the Token of the Token User. Neither the Borrower nor the Token User will have any access to the Account. 5. Prior to first use of the Token by the Token User for delivering Applications, the Borrower shall ensure that the Token User has received training materials provided by the Bank in use of the Token. 6. Tokens shall be promptly returned to the Bank upon request of the Bank. C. Manazement of Tokens. 1 . Tokens will remain the property of the Bank. 2. Use of the Token is strictly limited to use in the delivery of Applications by the Token User in the manner prescribed by the Bank in the Agreement(s) and these Terms and Conditions. Any other use of the Token is prohibited. 3. The Bank assumes no responsibility or liability whatsoever for any misuse of the Token by the Token User, other representatives of the Borrower, or third parties. 4. The Borrower undertakes to ensure, and represents and warrants to the Bank (such representation and warranty being expressly relied upon by the Bank in delivery of a Token to each Token User) that each Token User is provided, understands and will abide by, these Terms and Conditions of Use, including without limitation the following: Security 4.1. The Token User shall not reveal his/her PIN to anyone or store or record the PIN in written or other form. 4.2. The Token User shall not allow anyone else to utilize a Token to deliver an Application to the Bank. 4.3. The Token User shall always logout from CC when not using the system. Failure to logout properly can create a route into the system that is unprotected. 4.4. If the Token User believes a third party has learned his/her PIN or has lost his/her Token he/she shall immediately notify clientconnection@worldbank.org. 4.5. The Borrower shall immediately notify the Bank at clientconnection@worldbank.ore of any lost, stolen or compromised Tokens, and take other reasonable steps to ensure such Tokens are disabled immediately. 9 Care of Tokens 4.6. Tokens contain delicate and sophisticated instrumentation and therefore should be handled with due care, and should not be immersed in liquids, exposed to extreme temperatures, crushed or bent. Also, Tokens should be kept more than five (5) cm from devices that generate electromagnetic radiation (EMR), such as mobile phones, phone- enabled PDAs, smart phones and other similar devices. Tokens should be carried and stored separate from any EMR device. At close range (less than 5 cm), these devices can output high levels of EMR that can interfere with the proper operation of electronic equipment, including the Token. 4.7 Without derogating from these Terms and Conditions of Use, other technical instructions on the proper use and care Tokens are available at http://www.rsa.com. 5. Replacement 5.1. Lost, damaged, compromised (in terms of 4.5, above) or destroyed Tokens will be replaced at the expense of the Borrower. 5.2. The Bank reserves the right, in its sole discretion, not to replace any Token in the case of misuse, or not to reactivate a Token User's Account 6. Reservation of Right to disable Token 6.1. The Borrower shall reserve the right to revoke the authorization of a Token User to use a Token for any reason. 6.2. The Bank reserves the right, in its sole discretion, to temporarily or permanently disable a Token, de-activate a Token User's Account or both. 10 Attachment 4 Statement of Expenditures (SOE) Payments made during the period from to Date: Application No.: For expenditures against the contracts not subject to the World Bank's Grant No.: Prior Review SOE No.: 12 3 4 5 6 7 8 9 Item Category Currency and Currency and Eligible % Amount Currency and Exchange Remarks No. No. (**) Total Amount Total Amount Eligible Amount Paid Rate (Col. 7 of Contract of Invoice for from divided by Covered by Financing Designated Col. 6) Application (4 x 5) Account (if (Net of Applicable) Retention) TOTALS Supporting documents for this SOE retained at (location) 11 Attachment 5 SUMMARY SHEET for Payments made during the period from to Date: Application No.: For expenditures against the contracts subject to the Bank Prior Review Grant No. Ref. No. 1 2 3 4 5 6 7 8 9 10 11 12 Item No. Category Currency Name of Ref. No. Date of Invoice Currency Eligible % Amount Currency Exchange No. & and Total Contractor of NOL No. & and Total from Eligible for and Rate (Col. Description Amount of Contract from date Amount of Schedule Financing Amount 11 divided (**) Contract World Invoice 1 of (8 x 9) Paid from by Col. Bank Covered Financing Designated 10) by Agreement Account (if Application Applicable) (Net of Retention) TOTALS Remarks: Authorized Signatory Supporting documents for this Application retained at (insert location) (*) A separate form should be used for retroactive financing (**) Items should be grouped by category; or alternatively, a separate form may be used for each category 12 Attachment 6 Designated Account Activity Statement for the Reporting Period ....... Country: Project Name: Grant No.: Bank Name and Account No.: Currency: Part I 1. Cumulative advances to end of current reporting period 2. Cumulative expenditures to end of last reporting period 3. Outstanding advances to be accounted (1-2) Part II 4. Opening DA balance at beginning of reporting period (as of .......... Designated Account Project Bank account..1 Total 5. Add/Subtract: Cumulative adjustments, including interest earned, (if any) 6. Advances received from the World Bank during reporting period 7. Net advances received after adjustments (Add 5 and 6) 8. Outstanding advances to be accounted for (4+7) 9. Closing Bank balances at end of current reporting (as of .......... Designated Account Project Bank account.. 1 Total 10. Cumulative adjustment (if any) for expenditures disbursed as Direct Payments, Reimbursements or Special Commitments 11. Expenditures for current reporting period, total from SOE and Summary Sheets 12. Expenditures for current reporting period, total from SOE and Summary Sheet, after adjustments (11 minus 10) 13. Total advance accounted for (Add 9+12) 14. Difference (if any) 8-13 Remarks on difference Part III 15. Forecast expenditure to be financed under this Grant (for next 3 months): - Category 1 - Category 2 - Category 3 -Total 13 16. Less: Planned Direct payments/ SC payments (if any) 17. Ceiling: 16 minus 15 18. Advance requirement from WB for next three months Approved by: