OFFICIAL DOCUMENTS CREDIT NUMBER 5576-IN Amended and Restated Financing Agreement (Andhra Pradesh Rural Inclusive Growth Project) between INDIA and INTERNATIONAL DEVELOPMENT ASSOCIATION Originally Dated November 16, 2015 (Amended and Restated on MAC'CH 2.., , 2019) CREDIT NUMBER 5576-IN AMENDED AND RESTATED FINANCING AGREEMENT AGREEMENT originally dated November 16, 2015, amended and restated on 1A1KM Q24 , 2019, entered into between INDIA ("Recipient") and INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association"). WHEREAS (A) under an agreement dated November 16, 2015 between the Recipient and the Association ("Original Financing Agreement"), the Association agreed to provide the Recipient with a credit in the amount equivalent to seventy five million United States Dollars (USD 75,000,000) to assist in financing the project described in Schedule 1 to the Original Financing Agreement ("Original Project"); and (B) the Recipient has requested the Association to make specific amendments to the Original Project. NOW THEREFORE the Recipient and the Association hereby agree to amend and restate the Original Financing Agreement, with effect as of the Effective Date of this Amended and Restated Financing Agreement (the "Amended and Restated Financing Agreement"), 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 credit in an amount equivalent to seventy five million United States Dollars (USD 75,000,000) (variously, "Credit" and "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- 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 The Interest Charge payable by the Recipient on the Withdrawn Credit Balance shall be at a rate equal to the Reference Rate for the Credit Currency plus the Fixed Spread; provided, however, that the Interest Charge payable shall in no event be less than zero percent (0%) per annum. 2.05. The Payment Dates are June 15 and December 15 in each year. 2.06. The principal amount of the Credit shall be repaid in accordance with the repayment schedule set forth in Schedule 3 to this Agreement. 2.07. The Payment Currency is Dollar. ARTICLE III - PROJECT 3.01. The Recipient declares its commitment to the objective of the Project. To this end, the Recipient shall cause the Project to be carried out by the Project Implementing Entity in accordance with the provisions of Article IV of the General Conditions and the Amended and Restated Project Agreement. 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 - REMEDIES OF THE ASSOCIATION 4.01. The Additional Event of Suspension consists of the following, namely, that the AP-SERP's Legal Framework has been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of AP-SERP to perform any of the Project Implementing Entity's obligations under the Amended and Restated Project Agreement. 4.02. The Additional Event of Acceleration consists of the following, namely that the event specified in Section 4.01 of this Agreement occurs and is continuing for a period of 30 days after notice of the event has been given by the Association to the Recipient. -3- ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. This Amended and Restated Financing Agreement shall enter into effect on the later of the following dates ("Amended Effective Date"): (a) The date as of which this Amended and Restated Financing Agreement has been executed by both parties hereto; and (b) The date as of which the Amended and Restated Project Agreement has been executed by both parties thereto. 5.02. 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 (20) years after the date of the Original Financing Agreement. ARTICLE VI - REPRESENTATIVE; ADDRESSES 6.01. The Recipient's Representative is the Secretary, Additional Secretary, Joint Secretary, Director, Deputy Secretary or Under Secretary of the Department of Economic Affairs in the Recipient's Ministry of Finance. 6.02. The Recipient's Address is: Secretary Department of Economic Affairs Ministry of Finance, Government of India North Block New Delhi 110001, India Facsimile: 91-11-23092883 6.03. The Association's Address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable: Telex: Facsimile: -4- INDEVAS 248423 (MCI) 1-202-477-6391 Washington, D.C. -5- AGREED at 6Z-I , India, as of the day and year first above written. INDIA By 7 Authorized Representative r)mar Khare, IAS Name: z:ecretary p; a u Ministry of t-Inarms N ai ftqP/Department of Economic Affairs Title: TW Riq/Government of India agt tiot/ New UDebt INTERNATIONAL DEVELOPMENT ASSOCIATION By Authorized Representative Name: Ijti N&t AADrv bwPiNAA -6- SCHEDULE 1 Project Description The objective of the Project is to enable selected poor households to enhance agricultural incomes and increase access to human development services and social entitlements. The Project consists of the following parts: Component 1: Value Chain Development 1 . Rural Value Chains: (a) Facilitating the establishment/set-up of producer groups and Producer Organizations to serve as platforms for the provision of technical assistance and access to markets to small and marginal farmers; (b) establishing farmer field schools for disseminating new agricultural practices/techniques, setting up demonstration plots, and developing a cadre of community extension workers; (c) coordinating Producer Organizations to establish seed villages, community nurseries, livestock development centers and production/trading enterprises for bio-fertilizers and bio-pesticides, to ensure supply of good quality seed, planting materials, and breed improvement and para-vet services to the poorest producers; (d) creating small scale productive infrastructure and provision of equipment for improved labor productivity and local value addition; (e) building linkages between Producer Organization and the financial sectors; and (f) carrying out investor forums, value chain workshops, and other promotional activities to build backward and forward linkages between Producer Organizations and private sector agribusiness companies. 2. Rural Retail Chains: (a) Transforming traditional rural retail stores into a network of rural retail outlets, under a common brand, providing affordable and good quality products; (b) promoting clusters of home-based enterprises with particular emphasis on processing and value addition of agriculture produce, and manufacturing of nutrition and personal hygiene products; (c) providing training to retail outlets and home-based enterprises on entrepreneurship, business development and retail management; (d) facilitating the association of retail outlets to benefit from economies of scale; (e) expanding retail outlets' offer of nutritious food items and personal hygiene products; (f) developing and utilizing technology platforms to source aggregate and execute orders of home-based enterprises and rural retail outlets; and (g) providing technical assistance to home-based enterprises for product improvement and standardization, and the development of business models. -7- Component 2: Human Development 1. Strengthening the Demand for Quality Nutrition, Health, Sanitation and Pre- School Education Services: (a) Providing technical and financial support to Village Level Convergence Committees and Village Organizations for preparing and implementing Village Human Development Plans; (b) designing and implementing a behavioral and social change communication campaign to sensitize village communities on critical health, nutrition and sanitation issues, including the carrying out of home visits and counselling sessions; and (c) developing and testing community score cards and feedback/monitoring tools, to create awareness and generate demand for quality nutrition, health, water and sanitation, and education services. 2. Strengthening Service Delivery: (a) Strengthening the training architecture of the Department of Women, Children, Differently Abled, and Senior Citizens, Department of Panchayat Raj and Rural Development and Department of Health, Medical and Family Welfare, to work closely with mission support units under the Social Empowerment Mission for community mobilization, early childhood education, and personal health and growth monitoring/promotion; and (b) developing an integrated management information system including indicators on health, nutrition, sanitation and education to facilitate the monitoring of human development of vulnerable groups. 3. Linkages with Value Chains: (a) Ensuring that nutrient-rich snacks are available to the community through nutri-shops in Project-targeted Mandals; and (b) encouraging farmers to grow and consume diversified foods crops through counseling and training. 4. Augmenting Human Development Services: (a) Building capacity of community service providers and frontline functionaries on optimal maternal and infant and young child nutrition and hygiene and sanitation practices; (b) supporting activities to improve the nutrient intake of pregnant and lactating mothers, and adolescent girls; (c) providing technical and financial support to facilitate the learning environment for pre-school children at Anganwadi Centers; (d) facilitating the deployment of staff to improve monitoring of project activities at state and district level; and (e) providing technical assistance for overall guidance and documentation of best practices. 5. Strengthening Implementation and Monitoring Systems for Improved Maternal Health: (a) Providing essential health monitoring equipment for improving the quality of antenatal check-ups by health workers; and (b) strengthening the nutrition and health awareness and delivery of basic health services by organizing village health and nutrition days. -8- Component 3: Access to Social Protection Services and Entitlements 1 Improved Delivery ofService at the Gram Panchayat Level: (a) Establishing one- stop shop ("OSS") services points to improve access to selected services and social protection entitlements for all households, with emphasis on members of scheduled castes and/or scheduled tribes and the most vulnerable communities; (b) Supporting the design, establishment and operationalization of Integrated Digital Service Delivery Centers; (c) establishing convergence and system integration between various government departments in order to coordinate a single window for providing information on, facilitating enrollment in, and making payment of, social protection services and entitlements; (d) establishing an entitlement cell at state level for coordination of key stakeholders in "last mile" service provision, and a dedicated call center for accountability and the handling of grievances for services offered at the OSS service points; and (e) providing training to community institutions, community professionals, civil servants and Project staff in service facilitation and counseling. 2. Pilots on Improved Access to Specialized Services on Gender and Persons with Disabilities: Improving access to gender-related services or specialized services for persons with disabilities on a pilot basis, through: (a) enhancing disability assessment and certification to cover the entire population in pilot villages; (b) expanding the coverage of therapy services; (c) creating a cadre of professionals for the detection, treatment, and provision of support to persons with disabilities; (d) setting up a grievance redress mechanism, including counseling services for gender related and/or disability issues; (e) strengthening the institutional capacity of Social Action Committees; and (f) identification of female-headed vulnerable families to ensure their access to social entitlements. Component 4: Mission Support: ICT and Partnerships 1 . Mission Support: Strengthening the mission support units of the Social Empowerment Mission, Primary Sector Mission and Knowledge and Skills Development Mission, as agreed with the Association, to provide real time feedback, analytical support and expertise at policy and mission implementation level to Line Departments, including: (a) undertaking periodic tracking of quality in service delivery and gathering feedback from service users/beneficiaries; (b) deploying ICT equipment to improve data integrity and facilitate data analysis on service delivery; (c) establishing a monitoring and evaluation system to inform policy though qualitative and quantitative studies; and (d) coordinating a high level expert advisory team for the dissemination of best practices in service delivery. 2. Information and Communication Technologies: (a) Promoting extensive use of IT devices and enabling software solutions for the improvement of last steps in service delivery; (b) developing applications and dedicated portals for the capturing of data for management information systems, as well the dissemination -9- of knowledge and/or market information, and execution of business transactions; (c) developing a data warehouse and open data systems by reengineering and integrating existing software applications and enhancing their analytical capabilities; (d) providing business intelligence services and data analytics support through dashboards, score cards and/or other IT solutions; (e) designing new applications/modules to support Producer Organization's activities planning, productivity enhancement, provision of crop, weather and marketing information, and improvement of procurement efficiency; (f) developing and implementing portals/websites for market information, e-trading, commodity exchange, and business knowledge dissemination; and (g) providing technical assistance for the design, establishment and operationalization of an integrated ICT platform for the development of smart villages on a pilot basis. 3. Partnerships: (a) Coordinating solutions and innovations marketplaces for identifying high impact innovations and developing productive alliances between small and marginal producers and the enterprise sector for technical service provision and market linkages; and (b) encouraging public-private-community partnerships to increase the integration of the poor in remunerative value chains. 4. Center of Excellence and Knowledge Management: Establishing a center for excellence and knowledge management to share the Project's lessons with other States, including: (a) holding knowledge events; (b) training staff/community professionals; (c) developing knowledge management, learning systems and best practice sites; and (d) facilitating the secondment of staff for Project related activities. Component 5: Project Implementation Support Strengthening the institutional capacity of AP-SERP and/or successor organization, the Line Departments and the mission support units for the implementation of Project activities, including compliance with financial management, safeguard, procurement, monitoring and evaluation, and reporting requirements under the Project. -10- SCHEDULE 2 Project Execution Section I. Implementation Arran2ements A. On-lending 1. To facilitate the Project Implementing Entity's carrying out of the Project, the Recipient shall make part of the proceeds of the Financing available to the Project Implementing Entity in accordance with the Recipient's standard arrangements for development assistance to the States of India. 2. Notwithstanding paragraph 1 above, in the event that any provision of this Agreement, including the instructions that the Association shall have specified by notice to the Recipient pursuant to Section IV.A.1 of this Schedule, were to be found inconsistent with the Recipient's standard arrangements for development assistance to the States of India, the provisions of this Agreement and related instructions shall govern. 3. The Recipient shall at all times protect its own interests and the interests of the Association to accomplish the purposes of the Financing. B. Anti-Corruption The Recipient shall ensure that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines. Section II. Project Monitorin2. Reporting and Evaluation A. Project Reports 1. The Recipient shall monitor and evaluate the progress of the Project and prepare, or cause the Project Implementing Entity through AP-SERP to prepare, Project Reports in accordance with the provisions of Section 4.08 of the General Conditions and on the basis of indicators agreed with the Association. Each Project Report shall cover the period of one 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. B. Financial Management, Financial Reports and 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. - 11 - 2. Without limitation on the provisions of Part A of this Section, the Recipient shall cause the Project Implementing Entity through AP-SERP to prepare and furnish to the Association not later than forty five (45) days after the end of each calendar quarter, interim financial reports for the Project covering the quarter, in form and substance satisfactory to the Association. 3. The Recipient shall cause the Project Implementing Entity through AP-SERP to have the Project's Financial Statements audited in accordance with the provisions of Section 4.09 (b) of the General Conditions. Each audit of the Project's Financial Statements shall cover the period of one fiscal year of the Recipient, the Project Implementing Entity and AP-SERP, commencing with the fiscal year in which the first withdrawal was made under the Credit. The audited Financial Statements for each such period shall be furnished to the Association not later than nine (9) 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. 3. 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 Sections II and III of the Procurement Guidelines, or Sections II, III, IV and V of the Consultant Guidelines, as the case may be. B. Particular Methods of Procurement of Goods, Works and Non-consulting Services I. International Competitive Bidding. Except as otherwise provided in paragraph 2 below, goods, works and non-consulting services shall be procured under contracts awarded on the basis of International Competitive Bidding. 2. Other Methods of Procurement of Goods, Works and Non-consulting Services. The following methods, other than International Competitive Bidding, -12- 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, subject to the additional provisions agreed upon from time to time between the Recipient and the association and set forth in the Procurement Plan; (c) Shopping; (d) procurement under Framework Agreements in accordance with procedures which have been found acceptable to the Association; (e) Direct Contracting; (f) Force Account; and (g) Community Participation procedures which have been found acceptable to the Association. The Procurement Plan shall specify the circumstances under which such methods may be used. C. Particular Methods of Procurement of Consultants' Services 1 . Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2 below, consultants' services shall be procured under contracts awarded on the basis of Quality- and Cost-based Selection. 2. Other Methods of Procurement of Consultants' Services. The following methods, other than Quality- and Cost-based Selection, may be used for procurement of consultants' services for those contracts 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) Procedures set forth in paragraphs 5.2 and 5.3 of the Consultant Guidelines for the Selection of Individual Consultants; and (g) Single-source procedures for the Selection of Individual Consultants. The Procurement Plan shall specify the circumstances under which such methods may be used. D. 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 the Proceeds of the Financing A. General 1. The Recipient may withdraw the proceeds of the Financing in accordance with the provisions of Article II of the General Conditions, this Section, and such additional instructions as the Association shall 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 Association 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. -13 - 2. The following table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Financing ("Category"), the allocations of the amounts of the Financing to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: Category Amount of the Percentage of Financing Expenditures to be Allocated Financed (expressed in USD) (inclusive of Taxes) (1) Goods, works, non-consulting services, consultants' services, 45,000,000 70% Operating Costs, Training and Workshops for the Project (2) VHDP Grants, and BP Grants 30,000,000 70% TOTAL AMOUNT 75,000,000 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 aggregate amount not to exceed USD 7,500,000 may be made for payments made prior to this date but on or after April 1, 2014, for any Eligible Expenditures. 2. The Closing Date is June 30, 2020. -14- SCHEDULE 3 Repayment Schedule Principal Amount of Date Payment Due the Credit Repayable (expressed as a percentage)* On each June 15 and December 15 Commencing on June 15, 2020 to and including December 15, 2039 * The percentages represent the percentage of the principal amount of the Credit to be repaid, except as the Association may otherwise specify pursuant to Section 3.03 (b) of the General Conditions. -15- APPENDIX Section I. Definitions 1. "Anganwadi Centers" means the Recipient's rural child care centers in the territory of the Project Implementing Agency. 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. "AP-SERP" means the Project Implementing Entity's Society for Elimination of Rural Poverty, a society established and registered under the Andhra Pradesh Societies Registration Act, 2001, as amended to the date of this Agreement, and operating according to its Memorandum and Articles of Association, and Bylaws dated May 24, 2014; and/or any successor thereto acceptable to the Association. 4. "AP-SERP's Legal Framework" means AP-SERP's Memorandum and Articles of Association, and Bylaws dated May 24, 2014, as amended to the date of this Agreement, as well as the Project Implementing Entity's enabling legislation. 5. "BP Grant" means each grant provided by AP-SERP to a Producer Organization pursuant to a Sub-financing Agreement, in the amounts and under terms and conditions established in the Community Operations Manual (including the terms and conditions set forth in Section I.D.2 of the Schedule to the Amended and Restated Project Agreement), in order for the grantee to implement a Business Plan. 6. "Business Plan" means the plans prepared by Producer Organization under sub- Components 1.1(a) and 1.1(e) of the Project. 7. "Category" means a category set forth in the table in Section IV of Schedule 2 to this Agreement. 8. "Credit Currency" means the currency in which the Credit is denominated. 9. "Community Operations Manual" means the operations manual dated November 17, 2014 adopted by the Project Implementing Entity and AP-SERP for purposes of the Project, which sets forth, inter alia: (i) the guidelines, procedures and criteria for the preparation, assessment, selection of Business Plans and VHDP; (ii) the selection criteria and minimum requirements for Village Organizations and Producer Organizations to be eligible for VHDP Grants and BP Grants; (iii) the terms and conditions applicable to BP Grants and VHDP Grants (including safeguards and fiduciary requirements); and (iv) the protocols for monitoring and -16- evaluating of the implementation of VHDPs and Business Plans, and reporting requirements thereunder; as such manual may be amended from time to time with the prior written concurrence of the Association. 10. "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 (revised July 2014). 11. "Department of Health, Medical and Family Welfare" means the Project Implementing Entity's Department of Health, Medical and Family Welfare, or any successor thereto. 12. "Department of Panchayat Raj and Rural Development" means the Project Implementing Entity's Department of Panchayat Raj and Rural Development or any successor thereto. 13. "Department of Women, Children, Differently Abled, and Senior Citizens" means the Project Implementing Entity's Department of Women, Children, Differently Abled, and Senior Citizens, or any successor thereto. 14. "Department of Women Development and Child Welfare" means the Department of Women and Child Welfare, within the Department of Women, Children, Differently Abled, and Senior Citizens, or any successor thereto. 15. "Department of Tribal Welfare" means the Project Implementing Entity's Department of Tribal Welfare, or any successor thereto. 16. "Displaced Persons" means persons who, on account of the execution of the Project, have experienced or would experience direct economic and social impacts caused by: (a) the involuntary taking of land, resulting in: (i) relocation or loss of shelter; (ii) loss of assets or access to assets; or (iii) loss of income sources or means of livelihood, whether or not such persons must move to another location; or (b) the involuntary restriction of access to legally designated parks and protected areas, resulting in adverse impact on the livelihoods of such persons. 17. "EMF" means the Project Implementing Entity's/AP-SERP's environmental management framework, dated October 28, 2014, and updated February 16, 2019 setting for the guiding principles, acceptable standards and procedures for: (a) the screening of Project activities, Business Plans and VHDPs, and the identification of any adverse or positive environmental impacts caused, or expected to be caused, on account of their implementation; and (b) for the preparation of their prescribed EMPs; as such framework may be amended from time to time with the prior concurrence of the Association. -17- 18. "EMP" means AP-SERP's, the Village Organizations' and/or Producer Organization's environmental management plans, as the case may be, (to be) prepared pursuant to Sub-Section I.E.2 of the Schedule to the Amended and Restated Project Agreement, in accordance with the provisions of the EMF, in each case setting out mitigation, enhancement, monitoring and institutional measures, including capacity building through training, required to: (i) eliminate adverse environmental impacts of activities to be implemented under the Project; (ii) offset them, or reduce them to acceptable levels; (iii) enhance any positive impacts thereof; as such plans may be revised, updated or supplemented from time to time with the prior written mutual consent of the Association; and/or (iv) ensure compliance with the Recipient's statutory environmental requirement, as such plans may be amended, from time to time, with the prior written mutual concurrence of the Association. 19. "Financial Center" means the principal financial center for the United States Dollar. 20. "Fixed Spread" means the Association's fixed spread for the Credit Currency in effect at 12:01 a.m. Washington, D.C. time, one calendar day prior to the date of this Agreement and expressed as a percentage per annum. 21. "FM Manual" means the manual dated November 18, 2014, as amended, adopted by the Project Implementing Entity, AP-SERP, Department of Women Development and Child Welfare, Department of Health, Medical and Family Welfare, Department of Tribal Welfare, and Department of Panchayat Raj and Rural Development for purposes of the Project, which sets out the overall Project financial management arrangements in respect of the Project's flow of funds, accounting policies and procedures, chart/books of accounts, financial reporting and internal controls, as the same may be revised from time to time with the prior written concurrence the Association. 22. "GAC Framework" means Project Implementing Entity's/AP-SERP's governance and accountability framework included in the Project Implementation Plan, which framework sets out the key actions to be undertaken by the Project Implementing Entity/AP-SERP to strengthen governance, transparency and accountability under the Project, as such framework may be amended from time to time with the prior written concurrence of the Association. 23. "General Conditions" means the "International Development Association General Conditions for Credits and Grants", dated July 31, 2010, with the modifications set forth in Section II of this Appendix. 24. "Gram Panchayat" means each of the town/village self-government bodies established pursuant to Part II of the Andhra Pradesh Panchayat Raj Act, 1994. -18- 25. "HR Guidelines & Manual" means the human resources manual, dated February 26, 2015, adopted by the Project Implementing Entity and AP-SERP for purposes of the Project, which sets out the human resource policies and procedures to be followed by AP-SERP for the recruitment, performance management and assessment, and payment of compensation and benefits for its staff. 26. "ICT" means information and communication technology. 27. "Integrated Digital Service Delivery Centers" means service delivery centers in remote areas in the territory of the Project Implementing Agency to provide inter alia, banking, capacity development, social protection and other public services. 28. "Interest Period" means the initial period from and including the date of this Agreement to but excluding the first Payment Date occurring thereafter, and after the initial period, each period from and including a Payment Date to but excluding the next following Payment Date. 29. "IT" means information technology. 30. "Knowledge and Skills Development Mission" means the Project Implementing Entity's knowledge and skills enhancement program established pursuant to G.O. Ms. No. 20 Planning (VII) Department, dated September 26, 2014. 31. "LIBOR" means for any Interest Period, the London interbank offered rate for deposits in the relevant Credit Currency for six months, expressed as a percentage per annum, that appears on the Relevant Rate Page as of 11:00 a.m. London time on the Reference Rate Reset Date for the Interest Period. 32. "Line Departments" means, collectively, Departments of Panchayat Raj and Rural Development; Health, Medical and Family Welfare; Women, Children, Differently Abled and Senior Citizens; Social Welfare; School Education; Tribal Welfare; and/or any other Departments of the Project Implementing Entity agreed from time to time between the Association and the Project Implementing Entity. 33. "Mandal" means an administrative unit below the district level and consisting of a group of villages and/or panchayats. 34. "Operating Costs" means the reasonable costs of incremental expenditures incurred by the Project Implementing Entity/AP-SERP on account of implementation, management and monitoring of the Project, including, inter alia: (i) costs of incremental staff salaries (other than consultants); (ii) dissemination of Project related information; (iii) office rental and leasing; (iv) operation and maintenance of equipment; (v) office supplies and utilities; (vi) travel and boarding/lodging allowances; (vii) leasing, operation and maintenance of vehicles; -19- (viii) advertising and communication expenses; and (ix) bank charges and office/equipment insurance. 35. "Original Financing Agreement" has the meaning ascribed to it in the Preamble to this Agreement. 36. "Original Project" has the meaning ascribed to it in the Preamble to this Agreement. 37. "OSS" means the one-stop shop service point to be established at Gram Panchayat level pursuant to Sub-Component 3.1(a) of the Project. 38. "PRI" means Panchayat Raj Institutions; i.e. local government institutions elected under the Andhra Pradesh Panchayat Raj Act, 1994. 39. "Primary Sector Mission" means the Project Implementing Entity's primary sector development program established pursuant to G.O. Ms. No. 20 Planning (VII) Department, dated September 26, 2014. 40. "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 (revised July 2014). 41. "Procurement Manual" means Project Implementing Entity, AP-SERP, Department of Women Development and Child Welfare, Department of Health, Medical and Family Welfare, Department of Tribal Welfare, and Department of Panchayat Raj and Rural Development's procurement manual, dated November 17, 2014 and as amended, setting forth the guiding principles and policies of procurement, the implementation arrangements and allocation of responsibilities therefor, the public disclosure and reporting requirements, and the appeal/grievance mechanism applicable to procurement activities carried out under the Project (including procurement under VHDPs or Business Plans); as such manual may be amended from time to time with the prior written concurrence of the Association. 42. "Procurement Plan" means the Project Implementing Entity, AP-SERP, Department of Women Development and Child Welfare, Department of Health, Medical and Family Welfare, Department of Tribal Welfare, and Department of Panchayat Raj and Rural Development's procurement plan for the Project, dated November 17, 2014, or as updated, and referred to in paragraph 1.18 of the Procurement 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. -20- 43. "Producer Organization" means a group of individuals organized around a common economic activity, a cooperative thereof and/or a registered company operating under the laws of the Recipient and the Project Implementing Entity, formed or established for purposes of enhancing sustainable agri-business production and access to services and markets. 44. "Project Documents" means, collectively, the Project Implementation Plan, the HR Guidelines and Manual, the FM Manual, the Procurement Manual, the Community Operations Manual, and the GAC Framework. 45. "Project Implementation and Review Committee" means the committee to be established pursuant to Section I.A.1(b) of the Schedule to the Amended and Restated Project Agreement. 46. "Project Implementing Entity" means the Recipient's State of Andhra Pradesh. 47. "Project Implementation Plan" means the Project implementation manual, dated November 17, 2014, establishing the Project objectives, detailing the scope of Project components, and setting forth the Project's implementation arrangements, including allocation of functional responsibilities; the Project's monitoring, evaluation and learning framework; the GAC Framework; and the terms of reference for various Project activities and Project implementation consultancy contracts; as such plan may be amended from time to time with the prior written concurrence of the Association. 48. "Project Management Unit" means the project implementation unit established within AP-SERP for the carrying out of the day-to-day administration of Project activities, referred to in Section I.A. 1(c) of the Schedule to the Amended and Restated Project Agreement. 49. "Reference Rate" means, for any Interest Period: (a) LIBOR. If such rate does not appear on the Relevant Rate Page, the Association shall request the principal London office of each of four major banks to provide a quotation of the rate at which it offers six-month deposits in Dollar to leading banks in the London interbank market at approximately 11:00 a.m. London time on the Reference Rate Reset Date for the Interest Period. If at least two such quotations are provided, the rate for the Interest Period shall be the arithmetic mean (as determined by the Association) of the quotations. If less than two quotations are provided as requested, the rate for the Interest Period shall be the arithmetic mean (as determined by the Association) of the rates quoted by four major banks selected by the Association in the relevant Financial Center, at approximately 11:00 a.m. in the Financial Center, on the Reference Rate Reset Date for the Interest Period for loans in Dollar to leading banks for -21 - six months. If less than two of the banks so selected are quoting such rates, the Reference Rate for Dollar for the Interest Period shall be equal to the Reference Rate in effect for the Interest Period immediately preceding it; and (b) if the Association determines that LIBOR has permanently ceased to be quoted for the United States Dollar, such other comparable reference rate for the relevant currency as the Association shall reasonably determine. 50. "Reference Rate Reset Date" means the day two London Banking Days prior to the first day of the relevant Interest Period (or in the case of the initial Interest Period, the day two London Banking Days prior to the first or fifteenth day of the month in which this Agreement is signed, whichever day immediately precedes the date of this Agreement; provided that if the date of this Agreement falls on the first or fifteenth day of such month, the Reference Rate Reset Date shall be the day two London Banking Days prior to the date of this Agreement). 51. "Relevant Rate Page" means the display page designated by an established financial market data provider selected by the Association as the page for the purpose of displaying the Reference Rate for deposits in the Credit Currency. 52. "Safeguard Documents" means, collectively, the EMF, EMP(s) and SM/TDP. 53. "SM/TDP" means Project Implementing Entity's/AP-SERP's social management and tribal development plan, dated October 31, 2014, and updated February 16, 2019, which set forth the principles and procedures, including mitigation and adaptive measures to offset, reduce to acceptable levels, or eliminate, any adverse social impact under the Project, including measures designed to ensure meaningful consultation with, and informed participation of, Tribal Groups and their communities in the design and implementation of the Project activities, as well as their participation in the envisioned culturally appropriate and socially inclusive benefits thereof; as such plan may be amended from time to time with the prior written concurrence of the Association. 54. "Social Action Committees" means collectively the women committees set up within Village Organizations or federations thereof, for purposes of implementing and/or monitoring gender related activities undertaken at village level. 55. "Social Empowerment Mission" means the Project Implementing Entity's social empowerment program established pursuant to G.O. Ms. No. 20 Planning (VII) Department, dated September 26, 2014. 56. "State" means any of the states and/or union territories of the Recipient. -22- 57. "Steering Committee" means the committee to be established pursuant to Section I.A. 1(a) of the Schedule to the Amended and Restated Project Agreement. 58. "Sub-financing Agreement" means each of the agreements to be entered between the AP-SERP and a selected Village Organization, or the AP-SERP and a selected Producer Organization, as the case may be, in accordance with Section I.D.2 of the Schedule to the Amended and Restated Project Agreement, for financing the implementation of a VHDP or a Business Plan. 59. "Training and Workshops" means the reasonable costs of training and workshops incurred by the Project Implementing Entity/AP-SERP on account of implementation of the Project, including inter alia, the study tours, courses, conferences and workshops conducted and/or attended by staff of the Project Implementing Entities/AP-SERP and/or stakeholders, in the territory of the Recipient, or, subject to the prior no-objection of the Association, overseas, including: (i) the purchase and publication of materials; (ii) the rental of facilities; (iii) payment for course fees; and (iv) lodging, travel expenses and per diems for trainers and/or trainees. 60. "Tribal Groups" means any distinct, vulnerable, social and cultural group within the territory of the Project Implementing Entity, that: (i) self-identifies as such and claims, and is recognized by others as, having a distinguishable cultural identity; (ii) has collective attachment to geographically distinct habitats or ancestral territories in the Project area, and to the natural resources in these habitat and territories; (iii) has customary cultural, economic, social and political institutions that are separate from those of the dominant society and culture; and (iv) has an indigenous language, often different from the official language of the Recipient and/or the Project Implementing Entity. 61. "VHDP Grants" means each grant provided by AP-SERP to a Village Organization pursuant to a Sub-financing Agreement, in the amounts and under terms and conditions established in the Community Operations Manual (including the terms and conditions set forth in Section I.D.2 of the Schedule to the Amended and Restated Project Agreement), in order for the grantee to implement a Village Human Development Plan. 62. "Village Human Development Plan" and the acronym "VHDP" mean the plan of activities developed and implemented by Village Level Convergence Committees and Village Organization under Sub-Component 2.1(a) of the Project, including, inter alia, information campaigns by nutrition counselors, the provision of toilets to poor households, the promotion of improved nutrition, health, hygiene and sanitation practices, the construction and/or rehabilitation of water and sanitation facilities in schools and health facilities, etc. -23- 63. "Village Level Convergence Committee" means a village level committee established pursuant to paragraph 13(4) of Government Order Ms. No. 249, HM&FW(D2), dated September 24, 2012, and comprised of representatives from the Gram Panchayat, the Line Departments and Village Organizations. 64. "Village Organization" means a self-managed organization of common interest groups and/or self-help groups at habitations/village level with legal personality and standing pursuant to the laws of the Project Implementing Entity. Section II. Modifications to the General Conditions The General Conditions are hereby modified as follows: 1 . The last sentence of Section 3.01 (b) is modified to read as follows: "The Commitment Charge shall be computed using a day-count convention reasonably determined by the Association". 2. Section 3.02 is modified to read as follows: "Section 3.02. Interest Charge The Recipient shall pay the Association interest on the Withdrawn Credit Balance at the rate specified in the Financing Agreement. Interest shall accrue from the respective dates on which amounts of the Credit are withdrawn and shall be payable semi-annually in arrears on each Payment Date. Interest Charges shall be computed using a day-count convention reasonably determined by the Association." 3. Section 3.03 is modified by deleting paragraph (b) in its entirety and amending the remaining provision to read as follows: "Section 3.03. Repayment of the Credit The Recipient shall repay the Withdrawn Credit Balance to the Association in installments as provided in the Financing Agreement." 4. Section 3.04 is modified to read as follows: "Section 3.04. Prepayment (a) After giving not less than forty-five days' notice to the Association, the Recipient may repay the Association in advance of maturity, as of a date acceptable to the Association, all or any part of the principal amount of -24- one or more maturities of the Credit specified by the Recipient, provided the Recipient has made payments due on the Credit as at such date, including any prepayment premium calculated pursuant to paragraph (b) of this Section. (b) The prepayment premium payable under paragraph (a) of this Section shall be an amount reasonably determined by the Association to represent any gains or losses to the Association arising from the termination of any interest rate risk management transactions undertaken by the Association with respect to the Credit." 5. A new Section 3.11 is added to read as follows: "Section 3.11. Cancellation Premia on Payment Failure, Cancellation, Suspension, Acceleration or Refund of the Credit The Recipient shall pay to, or be entitled to receive from, the Association a cancellation premium that the Association shall reasonably determine represents any losses or gains to the Association arising from the termination of any interest rate risk management transactions undertaken by the Association with respect to the Credit as a result of: (i) the Recipient's failure to make payment (notwithstanding the fact that such payment may have been made by a third party) of principal, interest, service charges or any other amount due to the Association under this Agreement; (ii) any cancellation, suspension or acceleration of the Credit under Article VI of these General Conditions; or (iii) any refund of the Credit. The Recipient shall pay any cancellation premium due to the Association not later than sixty days after notice shall have been given by the Association." 6. Paragraph 28 of the Appendix ("Financing Payment") is modified by substituting the words "the Service Charge" with the words "the Interest Charge". 7. The Appendix is modified by inserting a new paragraph 32 with the following definition of "Interest Charge", and renumbering the subsequent paragraphs accordingly: "32. "Interest Charge" means the charge specified in the Financing Agreement for the purpose of Section 3.02." 8. Renumbered paragraph 37 (originally paragraph 36) of the Appendix ("Payment Date") is modified by substituting the words "Service Charges" with the words "Commitment Charges". 9. Renumbered paragraph 50 (originally paragraph 49) of the Appendix ("Service Charge") is deleted in its entirety. Annex 1: Results Framework and Monitoring u nit o Cumulative Target Values Data Sourcet Responibility PDO Level Results Indicators o Baseline Frequency Mor Data Q Measure YR 1 YR 2 YR 3 YR4 YR 5 [_ ____ology Colection Component One: Enhanced income of 250,000' producers in selected project mandals. Indicator 1: Incremental income % 0 0 0 0 0 30 Implementing increase of the target households2 Household agency E] Mid Term/EOP Survey supported by technical partners Indicator 2: Percentage of the % 0 0 15 30 50 70 Implementing producers benefiting are SC/ST Household agency or small/marginal farmer E] Mid Term/EOP supported by households3 Survey technical partners Indicator 3: Percentage of the % 0 NA NA 20 25 25 Implementing producers benefiting are women Household agency Mid Term/EOP Ssupported by Survey technical I partners Component Two: Human Development Indicator 4: 250000 targeted No. Implementing households that have received 200,00 agency services related to health, 0 NA NA 150,000 0 250,000 Yearly MIS supported by nutrition and sanitation4 technical partners The project will intervene in 150 mandals and about 5000 villages. It is expected that nearly 50 households from each of the village would be covered 2 % increase in income from the selected value chain 'Marginal Farmer' means a farmer cultivating (as owner or tenant or share cropper) agricultural land up to 1 hectare (2.5 acres). 'Small Farmer' means a farmer cultivating (as owner or tenant or share cropper) agricultural land of more than I hectare and up to 2 hectares (5 acres) ' Definition: family receiving at least two of the following services: (i) maternal, infant and young child nutrition, hygiene and sanitation messages during Village Organization (VO) meetings/Nutrition and Health Days /Annaprashan or Sreemantham events; (ii) Ante Natal Care (ANC) services by pregnant mothers during Nutrition and Health day or at a health facility; (iii) inputs for establishing backyard poultry; (iv) inputs for building Individual Sanitary Latrines (ISL); (v) water from a Gravity Fed Water System (GFWS). Tracking by MIS and HH survey. Indicator 5: Where One Stop Shop has been established, No. Implementing number of beneficiaries 0 0 0 0 75,000 100,000 Yearly Survey agency accessing One Stop Shop (OSS) supported by services5 technical 2artners intermedate Level Results Unit of Baseline Cumuladve Target Values Measure Frequency .Da Methodao YR I YR 2 YR 3 YR 4 YR 5 Component 1: Value Chain Development Indicator 1: Percentage of target Implementing households organized into % 10 20 30 50 70 70 Monthly Project MIS Agency producer organizations Agenc Indicator 2: Percentage target Implementing farmers that have received at least agency five value chain services6 % 0 0 10 20 30 40 Annual HHs survey supported by technical partners Indicator 3: Number of targeted No. 0 Implementing farmers that have received 100,00 agency productive assets and services NA NA 70,000 0 125,000 Annually MIS supported by through convergence7 0 technical partners Indicator 4: Number of village No. level marts strengthened as rural Project MIS retail enterprise8 0 0 0 4,000 4,000 5,000 Monthly and Agreed Implementing Index Agency Services mean beneficiaries accessing at least one of the following services: Mee-Seva, Banking, Streenidhi 6 Value chain services include (i) institution-building; (ii) convergence, (iii) productivity enhancement; (iv) Agri-Inputs; (v) Aggregation & Logistics (Storage / Transportation); (vi) Primary Value Addition (Sorting / Grading / Cleaning / Packaging); (vii) Processing; (viii) Market linkage; (ix) Veterinary; (x) Agri- Mechanization & Technology. I This indicator captures the resources that have been mobilized from other related departments and centrally sponsored schemes. It will be measured as a proportion of the cumulative project expenditure. 8 Self Help Group (SHG) Household - owned village level kirana (retail) stores Component 2: Human Development Indicator 5: Number of HHs that No. 0 received support through HDIF NA NA 126,059 130,00 150,000 Project MIS Implementing funds for WASH, H&N 0 Quarterly Agency activities9 Indicator 6: Number of VO No. 0 1,00 Implementing Health Committee members 125 0 5,000 9,000 10,000 Monthly Project MIS Agency trained Indicator 7: Number of targeted No. 0 126,00 Implementing HHs that received backyard NA NA 86,000 0 166,000 Monthly Project MIS Agency poultry interventions I_I_I Component 3: Access to Social Protection Services and Entitlements Indicator 8: No. of targeted panchayats that have Implementing operationalized One Stop Shop No. 0 50 250 500 500 700 Monthly Project MIS Agency (OSS) services for safety nets and entitlements Component 4: Mission Support, ICT and Partnerships Indicator 9: Number of good External quality technical support No. 4 6 8 8 8 Periodically Studies External Agency agencies working with project 0 Indicator 10: No of partners External working with project in providing No. 0 4 6 8 8 8 Annually Studies External Agency market access for producers Component 5: Project Implementation Support Indicator 11: Project MIS fully Evaluation studies Monitoring, Evaluation and NA NA NA Baseline automated completed. External Learning (ME & L) System completed Periodic Agency including MIS established Feedback Credible Project from Information Water, sanitation, health and nutrition activities. MIS Monitoring Available establishe studies & d MIS operationalize d Indicator 12: Project 0 0 Implementation procedures and agreed business standardso are % 20 30 50' 80 Annually Project Reports Implementing followed for at least 80 percent of Agency the project interventions Indicator 13: Percentage % 0 NA NA grievances related to project delivery are resolved within 3 0 50 70 Quarterly MIS Implementing months (baseline 0 endline 70 Agency percent) '0 Project shall develop business standards for the services being delivered by the project