GEF GRANT NUMBER TF0A7607 Global Environment Facility Grant Agreement (Additional Financing for Sustainable Natural Resources Management Project) between REPUBLIC OF THE SUDAN and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (acting as an Implementing Agency of the Global Environment Facility) GEF GRANT NUMBER TF0A7607 GLOBAL ENVIRONMENT FACILITY GRANT AGREEMENT AGREEMENT entered into between REPUBLIC OF THE SUDAN (“Recipient”) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (“World Bank”), acting as an Implementing Agency of the Global Environment Facility (“GEF”). WHEREAS: (A) under an agreement, dated March 13, 2014, between the Recipient and the World Bank (“Original GEF Grant Agreement”), the World Bank agreed to provide the Recipient with a grant (“Original Financing”) in an amount equivalent to seven million, seven hundred thirty-one thousand four hundred eighty-one United States Dollars (USD $7,731,481) to assist in financing the project described in Schedule 1 to the Original GEF Grant Agreement (“Original Project”); (B) the Recipient has requested the World Bank to provide additional financial assistance in support of additional activities related to the original Project, by making available to the Recipient an additional grant (“additional financing”) in an amount equivalent to five million five hundred four thousand five hundred eighty-six United States Dollars (USD $5,504,586); and WHEREAS the World Bank has agreed, on the basis, inter alia, of the foregoing to extend such additional grant to the Recipient upon the terms and conditions set forth in this Agreement. Article I Standard Conditions; Definitions 1.01. The Standard Conditions for Grants Made by the World Bank Out of Various Funds, dated February 15, 2012 (“Standard Conditions”), 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 Standard Conditions or in this Agreement. Article II The Project 2.01. The Recipient declares its commitment to the objectives of the project described in Schedule 1 to this Agreement (“Project”). To this end, the Recipient shall carry out the Project through the Ministry of Agriculture and Forests (MoAF) in accordance with the provisions of Article II of the Standard Conditions. -2- 2.02. Without limitation upon the provisions of Section 2.01 of this Agreement, and except as the Recipient and the World Bank 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 III The Grant 3.01. The World Bank agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a grant in an amount equal to five million five hundred four thousand five hundred eighty-six United States Dollars (USD $5,504,586) to assist in financing the Project. 3.02. The Recipient may withdraw the proceeds of the Grant in accordance with Section IV of Schedule 2 to this Agreement. 3.03. The Grant is funded out of the abovementioned trust fund for which the World Bank receives periodic contributions from the donors to the trust fund. In accordance with Section 3.02 of the Standard Conditions, the World Bank’s payment obligations in connection with this Agreement are limited to the amount of funds made available to it by the donors under the abovementioned trust fund, and the Recipient’s right to withdraw the Grant proceeds is subject to the availability of such funds. Article IV Recipient’s Representative; Addresses 4.01. The Recipient’s Representative referred to in Section 7.02 of the Standard Conditions is the Minister responsible for finance. 4.02. The Recipient’s Address referred to in Section 7.01 of the Standard Conditions is: Ministry of Finance and Economic Planning Government of the Sudan Khartoum Republic of the Sudan 4.03. The World Bank’s Address referred to in Section 7.01 of the Standard Conditions is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America -3- Cable: Telex: Facsimile: INTBAFRAD 248423 (MCI) or 1-202-477-6391 Washington, D.C. 64145 (MCI) AGREED as of the Signature Date. REPUBLIC OF THE SUDAN By: _____________________________________ H.E. Mutaz Musa Abdallah Salim Minister of Finance and Economic Planning 13-Feb-2019 Date: __________________________ INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (acting as an Implementing Agency of the Global Environment Facility) By: _____________________________________ Caroline Turk Country Director for Ethiopia, Sudan and South Sudan 02-Feb-2019 Date: __________________________ -4- SCHEDULE 1 Project Description The objective of the Project is to increase the adoption of sustainable land and water management practices in targeted landscapes. The Project consists of the Original Project as amended below: Part 1: Institutional and Policy Framework 1.1. Carry out a capacity development program designed to strengthen the capacity of select MDAs to formulate, implement and monitor programs and projects geared towards sustainable management of natural resources and biodiversity conservation including: (a) developing inter-agency collaboration mechanisms at the central and state level; (b) assisting communities in preparing and implementing investments under integrated land management plans; and (c) supporting village development committees to manage, monitor, and maintain infrastructures. 1.2. Carry out a program of activities designed to develop a policy and legislative framework that addresses sustainable forest and land use management in an integrated and multi-sector way, such a program to include such activities as: (a) preparing a strategy with practical recommendations, measures and policies for effective cooperation at federal-state-local and community levels for the protection and conservation of Sudan’s natural resource base; and (b) strengthening policy framework and legislation for sustainable land and water management and biodiversity conservation. 1.3. Carry out a program of activities designed to address information and knowledge barriers to broader adoption of sustainable land and water management and biodiversity conservation practices, including designing and implementing a communication plan to disseminate information concerning processes, results and lessons learned through the Project. Part 2: Community Based Sustainable Management of Rangelands, Forests and Biodiversity 2.1. Support the preparation of integrated land management plans for the Wad Bugul reserve in the Gezira State, Telkuk forest reserve in Kassala State, rangelands in White Nile State, rehabilitation of shelterbelts and establishment of village windbreaks in Northern State, reforestation of reserve forests, identification of a biosphere reserve, and preparation of a wildlife conservation and management plan in the River Nile State, and rehabilitation of Gum Arabic belt, rangelands, and -5- setting up of a wildlife management and conservation plan for a biosphere reserve in North Kordofan State. 2.2. Carry out a program of activities to implement the plans prepared under Part 2.1 above in order to rehabilitate and restore the forest ecosystem of Telkuk forest reserve and Wad Bugul reserve and support sustainable rangeland management such a program to include such activities as gazetting of forest reserves; restoration of native vegetation (by reforestation, enrichment planting or natural regeneration); establishment of shelter belts for sand dune fixation, demarcation of animal migration routes, rotation of grazing land, establishment of nurseries for rangeland rehabilitation and clearing and opening of fire lines to protect rangelands. Part 3: Project Management, Monitoring and Evaluation 3.1. Design and implement a monitoring and evaluation system designed to track the Project results, including those registered in the GEF tracking tools for biodiversity, land degradation and sustainable forest management. 3.2. Carry out Project management, including coordination, financial management, procurement, environmental and social safeguards, annual work plans, audits, and monitoring and evaluation, through provision of goods, services and operating costs required for the purpose. -6- SCHEDULE 2 Project Execution Section I. Institutional and Other Arrangements A. Institutional Arrangements 1. Project National Steering Committee (PNSC). The Recipient shall establish and maintain, throughout Project implementation, a steering committee with composition, functions and resources satisfactory to the World Bank to be responsible for, inter alia, overall Project progress, oversight and interagency coordination. 2. Project Coordination Unit (PCU). The Recipient shall establish and maintain, throughout Project implementation, a project coordination unit with staffing, terms of reference and resources satisfactory to the World Bank to be responsible for, inter alia, overall coordination, management and monitoring of the Project. 3. Technical Committee (TC). The Recipient shall establish and maintain, throughout Project implementation, a project technical committee with composition, terms of reference and resources satisfactory to the World Bank to be responsible for, inter alia, providing advice to Project Coordination Unit on technical aspects of the Project. 4. State Project Implementation Unit (SPIU). The Recipient shall establish and maintain, throughout Project implementation, a project implementation unit - in White Nile, El Gezira, Kassala, North Kordofan, River Nile and Northern States - each with staffing, terms of reference and resources satisfactory to the World Bank to be responsible for, inter alia, state level coordination, management and monitoring of the Project. B. Anti-Corruption The Recipient shall ensure that the Project is carried out in accordance with the provisions of the “Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants”, dated October 15, 2006, revised in January 2011, and July 1, 2016 (“Anti-Corruption Guidelines”). C. Project Implementation Manual 1. The Recipient shall carry out the Project in accordance with the updated Project Implementation Manual in form and substance satisfactory to the World Bank, containing detailed arrangements and procedures for implementation of the Project including, inter alia: (a) institutional coordination and day-to-day implementation -7- of the Project; (b) disbursement, procurement and financial management including financial audit of the Project; (c) environmental and social safeguards management; (d) monitoring and evaluation, reporting and communication, including performance indicators; and (e) such other administrative, financial, technical and organizational arrangements and procedures as shall be required for the Project. 2. The Recipient shall: (a) furnish to and exchange views with the World Bank on the updated manual; and (b) thereafter adopt such manual as shall have been approved by the World Bank (Project Implementation Manual). 3. The Recipient shall ensure that the Project is carried out in accordance with the arrangements and procedures set out in the Project Implementation Manual (provided, however, that in case of any conflict between the arrangements and procedures set out in the Project Implementation Manual and the provisions of this Agreement, the provisions of this Agreement shall prevail), and shall not amend, abrogate or waive, or permit to be amended, abrogated or waived, the Project Implementation Manual or any of its provisions without prior approval in writing by the World Bank. D. Safeguards 1. The Recipient shall carry out the Project in accordance with the updated ESMF, Process Framework and any other Safeguards Documents prepared or to be prepared by the Recipient in accordance with sub-paragraph 2 below. 2. Whenever an ESMP or Action Plan (each Safeguards Document) shall be required for any proposed Project activity in accordance with the provisions of the ESMF and/or the Process Framework, the Recipient shall: (a) prior to the commencement of such activity, proceed to have such Safeguards Document: (i) prepared in accordance with the provisions of the ESMF and the Action Plan, as the case may be; (ii) furnished to the World Bank for review and approval; and (iii) thereafter adopted and disclosed as approved by the World Bank, in a manner acceptable to the World Bank; (b) thereafter take such measures as shall be necessary or appropriate to ensure compliance with the requirements of such Safeguards Document; and (c) in the case of any resettlement activity under the Project involving Affected Persons, ensure that no displacement (including restriction of access to legally designated parks and protected areas) shall occur before necessary resettlement measures consistent with the relevant Process Framework have been executed, including, in the case of displacement, -8- full payment to Affected Persons of compensation and of other assistance required for relocation, prior to displacement. 3. The Recipient shall not amend, abrogate or waive, or permit to be amended, abrogated or waived, the ESMF, the Process Framework and any Safeguards Document adopted or to be adopted in accordance with the provisions of paragraph 2 of this Part D, unless the World Bank has provided its prior approval thereof in writing, and the Recipient has complied with the same consultation and disclosure requirements as applicable to the original adoption of the said instruments. 4. Without limitation on its other reporting obligations under this Agreement, the Recipient shall collect, compile and submit to the World Bank each calendar semester (or at such other frequency as may be agreed with the World Bank) consolidated reports on the status of compliance with the ESMF, the Process Framework and the Safeguards Documents, as applicable, giving details of: (a) measures taken in furtherance of the said instruments; (b) conditions, if any, which interfere or threaten to interfere with the smooth implementation of the said measures; and (c) remedial measures taken or required to be taken to address such conditions. Section II. Project Monitoring, Reporting and Evaluation A. Project Reports; Completion Report 1. The Recipient shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 2.06 of the Standard Conditions and on the basis of indicators acceptable to the World Bank. Each Project Report shall cover the period of one calendar semester, and shall be furnished to the World Bank not later than sixty (60) days after the end of the period covered by such report. 2. The Recipient shall prepare the Completion Report in accordance with the provisions of Section 2.06 of the Standard Conditions. The Completion Report shall be furnished to the World Bank not later than six (6) months after the Closing Date. B. Financial Management; Financial Reports; Audits 1. The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.07 of the Standard Conditions. 2. The Recipient shall ensure that interim unaudited financial reports for the Project are prepared and furnished to the World Bank not later than forty-five (45) days after the end of each calendar quarter, covering the quarter, in form and substance satisfactory to the World Bank. -9- 3. The Recipient shall have its Financial Statements for the Project audited in accordance with the provisions of Section 2.07(b) of the Standard Conditions. Each such audit of the Financial Statements shall cover the period of one fiscal year of the Recipient. The audited Financial Statements for each such period shall be furnished to the World Bank not later than six (6) months after the end of such period. 4. The Recipient shall not later than six (6) months after the Effective Date cause to be installed a computerized financial management system for the Project all in a manner acceptable to the World Bank. Section III. Procurement All goods, works, non-consulting services and consulting services required for the Project and to be financed out of the proceeds of the Grant 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 and August 2018 (“Procurement Regulations”), and the provisions of the Recipient’s procurement plan for the Project (“Procurement Plan”) dated March 14, 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. Section IV. Withdrawal of Grant Proceeds A. General 1. The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of: (a) Article III of the Standard Conditions; (b) this Section; and (c) such additional instructions as the World Bank may specify by notice to the Recipient (including the “Disbursement Guidelines for Investment Project Financing” 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 table in paragraph 2 below. 2. The following table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Grant (“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: -10- Percentage of Amount of the Additional Expenditures to be Grant Allocated Financed Category (expressed in USD) (inclusive of Taxes) Goods, Operating Costs, Training, works, non- consulting services, and 5,504,586 100% consultants’ services, including audits TOTAL AMOUNT 5,504,586 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. 2. The Closing Date referred to in Section 3.06(c) of the Standard Conditions is June 30, 2022. -11- APPENDIX Definitions 1. “Action Plan” means each action plan, acceptable to the World Bank, required pursuant to the Process Framework - as stated in Section I.D.2 of Schedule 2 to this Agreement - describing specific measures to assist the Affected Persons, along with the arrangements to implement such measures; and the term “Action Plans” means, collectively, all such plans. 2. “Affected Persons” means persons who, on account of the execution of the Project or any part thereof, 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 impacts on the livelihoods of the Project affected persons. 3. “Category” means a category set forth in the table in Section IV of Schedule 2 to this Agreement. 4. “Environmental and Social Management Framework” or “ESMF” means the framework that include the set of mitigation, enhancement, monitoring, and institutional measures to be taken during implementation of the Project to eliminate any adverse environmental and social impacts, offset them, reduce them to acceptable levels, or to enhance positive impacts as set out in the Environmental and Social Management Framework, dated October 2013, adopted by the Recipient and disclosed on infoshop on October 22, 2013, and updated and disclosed in-country and on the Word Bank website on March 24, 2018, referred to in Section I.D.1 of Schedule 2 to this Agreement. 5. “Environmental and Social Management Plan” or “ESMP” means, for a given Project activity, a site specific environmental and social management plan prepared by the Recipient in accordance with the ESMF pursuant to Section I.D.2 of Schedule 2 to this Agreement; and the term “ESMPs” means, collectively, all such plans. 6. “MDA” means a ministry, department or agency of the Recipient; and the term MDAs means, collectively, all such ministries, departments and agencies. 7. “Ministry of Agriculture and Forests (MoAF)” means the Recipient’s ministry responsible for agriculture and forests and any successors thereto. -12- 8. “Operating Costs” means the incremental expenditures incurred by the Recipient in the implementation of the Project, on account of office supplies, office rent, communication and insurance charges, maintenance of office equipment, vehicle operations and maintenance costs, utilities, travel and travel allowances, and salaries of locally contracted employees, but excluding salaries of officials of the Recipient’s civil service. 9. “Original Financing” means the GEF grant proceeds provided to the Recipient for financing the Original Project. 10. “Original GEF Grant Agreement” means the agreement, dated March 13, 2014, executed between the Republic of the Sudan and the World Bank for the Original Project. 11. “Original Project” means the Project as described in Schedule 1 to the Original GEF Grant Agreement. 12. “Process Framework” means the process framework document of the Recipient - dated October 2013, disclosed on infoshop on October 22, 2013 – as updated and disclosed in-country and on the World Bank website on March 24, 2018, referred to in Section I.D.1 of Schedule 2 to this Agreement. 13. “Project Implementation Manual” means the updated manual referred to in Section I.C.2 of Schedule 2 to this Agreement as the same may be amended from time to time with the prior written agreement of the World Bank. 14. “Project Coordination Unit” or “PCU” means the project coordination unit established and maintained throughout Project implementation, with staffing, terms of reference and resources satisfactory to the World Bank to be responsible for, inter alia, overall coordination, management and monitoring of the Project, as referred to in Section I.A.2 of Schedule 2 to this Agreement. 15. “Project National Steering Committee” or “PNSC” means a steering committee established and maintained, throughout Project implementation, with composition, functions and resources satisfactory to the World Bank to be responsible for, inter alia, overall Project progress, oversight and interagency coordination, as referred to in Section I.A.1. of Schedule 2 to this Agreement. 16. “Signature Date” means the later of the two dates on which the Recipient and the World Bank signed this Agreement and such definition applies to all references to “the date of the Grant Agreement” in the Standard Conditions, and “the date of this Agreement” in this Agreement. 17. “State” means the second tier of government in the Recipient’s administrative system. -13- 18. “State Project Implementation Unit” or “SPIU” means each of the State implementation units established in White Nile, El Gezira, Kassala, North Kordofan, River Nile, and Northern State, as referred to in Section I.A.4. of Schedule 2 to this Agreement. 19. “Technical Committee” or “TC” means a project technical committee established and maintained, throughout Project implementation, with composition, terms of reference and resources satisfactory to the World Bank to be responsible for, inter alia, providing advice to Project Coordination Unit on technical aspects of the Project, as referred to in Section I.A.3. of Schedule 2 to this Agreement. 20. “Training” means the following expenditures incurred in providing training or workshops: travel by participants and presenters to the training or workshop site, per diem allowances of such persons during the training or workshop, honoraria for the presenters, rental of facilities, materials, supplies and translation and interpretation services.