THE WORLD BANK IBRD *IDA I WORLDANKOROUP MARA K. WARWICK Country Director, Philippines East Asia and Pacific OFFICIAL DOCUMENTS ASr!,611 /6 ,2017 Secretary Carlos G. Dominguez Secretary, Department of Finance DOF Building, BSP Complex Roxas Boulevard, Manila Republic of the Philippines Re: IBRD Loan 8784-PH and AIIB Loan No C1450-PH (000023-1-PHL) (Metro Manila Flood Management Project) Disbursement and Financial Information Letter ("DFIL") Dear Secretary Dominguez: I refer to the Loan Agreement between the Republic of the Philippines (the "Borrower") and the International Bank for Reconstruction and Development (the "Bank") for the above-referenced Project, dated Pccembew' q) 2017. The General Conditions, as defined in the Loan Agreement, provide that the Borrower may from time to time request withdrawals of Loan Amounts from the Loan Account in accordance with the Disbursement and Financial Information Letter, and such additional instructions as the Bank may specify from time to time by notice to the Borrower. The General Conditions also provide that the Disbursement and Financial Information Letter may specify Project specific financial reporting requirements. I also refer to the Loan Agreement between the Borrower and the Asian Infrastructure Investment Bank ("AIIB") for the above-referenced project, dated Pea. 19?. 2017. This DFIL also serves as instructions of withdrawal of the proceeds of, and requirements and periodicity of financial reporting on the use of, the AIIB loan ("AIIB Loan") that co-finances part of the Project together with the Bank Loan, as set forth in Schedule 1, Disbursement Provisions. Therefore, any reference to the Loan in this DFIL and in all documents related to this DFIL, including for the avoidance of doubt in the Authorized Signatory Letters sent from time to time by the Borrower to the Bank, shall be construed as reference to both the Loan and the AIIB Loan. I. Disbursement Arrangements, Withdrawal of loan funds and Reporting of uses of Loan Funds The Disbursement Guidelines for Investment Project Financing, dated February 2017, ("Disbursement Guidelines") are available in the Bank's public website at https://www.worldbank.org and its secure website "Client Connection" at https://clientconnection.worldbank.org. The Disbursement Guidelines are an integral part of the DFIL, and the manner in which the provisions in the Disbursement Guidelines apply to the Loan is specified below. (i) Disbursement Arrangements * Provisions (Schedule 1). The table in Schedule 1 sets out the disbursement methods which may be used by the Borrower, information on registration of authorized signatures, processing of withdrawal applications (including minimum value of applications and processing of advances), instructions on supporting documentation, and frequency of reporting on the Designated Account. (ii) Electronic Delivery. Refer to section 10.01 (c) of the General Conditions. The Bank may permit the Borrower to electronically deliver applications (with supporting documents) through the Bank's web-based portal (https://clientconnection.worldbank.org) "Client Connection". This option may be effected if the officials designated in writing by the Borrower who are authorized to sign and deliver Applications have registered as users of "Client Connection". The designated officials may deliver Applications electronically by completing the Form 2380, which is accessible through "Client Connection". By signing the Authorized Signatory Letter, the Borrower confirms that it is authorizing such persons to accept Secure Identification Credentials ("SIDC") and to deliver the Applications and supporting documents to the Bank by electronic means. The Borrower may continue to exercise the option of preparing and delivering Applications in paper form. The Bank reserves the right and may, in its sole discretion, temporarily or permanently disallow the electronic delivery of Applications by the Borrower. By designating officials to use SIDC and by choosing to deliver the Applications electronically, the Borrower confirms through the authorized signatory letter its agreement to: (a) abide by the Terms and Conditions of Use of Secure Identification Credentials in connection with Use of Electronic Means to Process Applications and Supporting Documentation, available in the Bank's public website at https://worldbank.org and "Client Connection"; and (b) to cause such official to abide by those terms and conditions. II. Financial Reports and Audits (i) Financial Reports. The Borrower must prepare and furnish to the Bank not later than forty-five (45) days after the end of each calendar quarter, interim unaudited financial reports ("IFR") for the Project covering the quarter. (ii) Audits. Each audit of the Financial Statements must cover the period of one fiscal year of the Borrower. The audited Financial Statements for each such period must be furnished to the Bank not later than six (6) months after the end of such period. III. Other Information For additional information on disbursement arrangements, please refer to the Loan Handbook available on the Bank's website (http://www.worldbank.org/) and "Client Connection". The Bank recommends that you register as a user of "Client Connection". From this website, you will be able to prepare and deliver Applications, monitor the near real-time status of the Loan, and retrieve related policy, financial, and procurement information. For more information about the website and registration arrangements, please contact the Bank by email at clientconnection(a)worldbank.org. If you have any queries in relation to the above, please contact Carmenchu Austriaco at caustriaco(aworldbank.org with copy to Caroline Cheng, Finance Analyst at ccheng2worldbank.org using the above reference. Yours sincerely, Mara K. Warwick Country Director, Philippines East Asia and Pacific Region Attachments 1. Form of Authorized Signatory Letter 2. Statement of Expenditure (SOE)] 3. Designated Account Reconciliation Statement With copies: Hon. Mark Villar, Secretary Department of Public Works and Highways Port Area, Manila (villar.mark@dpwh.gov.ph) Mr. Danilo Delapuz Lim, Chairman, Metropolitan Manila Development Authority Guadalupe, Makati City (mmdaofficeofthechairman(&gmail.com) Mr. Ke Fang, Manager, Investment Operations Team, Asia Infrastructure Investment Bank Beijing, China (kfang(&aiib.or2) Mr. Emil Sadain, Undersecretary for Unified Project Management Office Department of Public Works and Highways Port Area, Manila (sadainekmail(ayahoo.com) Mr. Patrick Gatan, Director, Flood Control Management Cluster, Department of Public Works and Highways Port Area, Manila (patrick gatan(ayahoo.com) Ms. Elsie Encarnacion, Director, Solid Waste Management Office, Metropolitan Manila Development Authority Guadalupe, Makati City (elsie.encarn(gmail.com) Mr. Michael Gison, Director, Physical Planning and Special Development Service, Metropolitan Manila Development Authority Guadalupe, Makati City (mico.gisonAgmail.com) Mr. Rodrigo delos Reyes, Project Manager, Department of Public Works and Highways Port Area, Manila (roderev919Ly-)gmail.com) Ms. Lydia C. Aguilar, Engineer III Department of Public Works and Highways (lvdsaguilarLyahoo.com) Schedule I : Disbursement Provisions Country Republic of the Philippines Closing Date Section IV.B.2. of Schedule 2 to the Loan Agreement. Loan 88-H Borrower/Beneficiary Republic of the Philippines the___Loan __Agreement.__ Number 8784-PH Name of the Project Metro Manila Flood Management Disbursement Four months after the closing Project Deadline Date date. Subsection 3.7 ** Disbursement Methods Methods Supporting Documentation Section 2 (**) Subsections 4.3 and 4.4 (**) Direct Payment Yes Copy of records e.g. copies of receipts, supplier invoices Reimbursement Yes Statement of Expenditure (SOE)] in the format provided in Attachment 2 of the DFIL Designated Account Yes Statement of Expenditure (SOE)] in the format provided in Attachment 2 of the DFIL Designated Account Reconciliation Statement in the form provided in Attachment 3 of the DFIL and copy of Bank Statement 2 Pooled Designated Accounts: DA-A managed by DPWH Type DA-B managed by MMDA Ceiling Fixed Each pooled DA receiving advances from IBRD and AllB on a 50/50 basis Financial Institution - Name Land Bank of the Philippines Currency USD Quarterly DA-A: US$20,000,000 combined Frequency of Reporting (US$10,000,000 each for WB arid Al1B) Subsection 6.3 (**) DA-B: US$ 2,500,000 combined (US$1,250,000 each for WB and AllB) For Authorized Signatories Letter: For Withdrawal Applications: The World Bank, 26/F One Global Place 5th corner 25th Street, Bonifacio The World Bank, 26/F One Global Place 5th corner 25th Street, Bonifacio Global City Taguig, Philippines Global City Taguig, Philippines Attention: Mara K. Warwick, Country Director Attention: Loan Department i) In addition to such part of the Project to be financed by the Borrower, the Project will be co-financed by the Asian Infrastructure Investment Bank (Al/B). The Financing between the Bank and A//B for the Project will be in the form of joint financing at 50/50. ii) The Bank will provide disbursement services for AllB in respect of the parts of the Project to be jointly financed by the Bank and AllB, including review and approval of Application for Withdrawal. The Bank will provide such services using its own policies and procedures, including the instructions contained or referenced to in this Disbursement Letter. iii) The Application for Withdrawal submitted by the Borrower for the Bank's review and processing will cover the financing of both the Bank and Al/B, i.e., the same Application for Withdrawal will be used for processing for both the Bank and Al/B parts and separate Application for Withdrawalfor the Al/B part is not required of the Borrower. ** Sections and subsections relate to the "Disbursement Guidelines for Investment Project Financing, dated February 2017" Attachment 1 - Form of Authorized Signatory Letter [Letterhead] Department of Finance [Street address] [City] [Country] [DATE] The World Bank 26th Floor, One Global Place 5th Avenue Corner 25th Street Bonifacio Global City Taguig City, Philippines 1634 Attention: Mara Warwick, Country Director Re: IBRD Loan No. - and AIIB Loan Authorized Signatory Letter (Metro Manila Flood Management Project) I refer to the Loan Agreement ("Agreement") between the International Bank for Reconstruction and Development (the "Bank") and the Republic of the Philippines (the "Borrower"), dated , providing the above IBRD Loan. I also refer to the Loan Agreement between the Borrower and the Asian Infrastructure Investment Bank ("AIIB") for the above-referenced project, dated , providing the above AIIB Loan. As provided in the Disbursement and Financial Information Letter for such loans, any reference to the Loan in this Authorized Signatory Letter shall be construed as reference to both the IBRD Loan and the AIIB Loan. For the purposes of Section 2.02 of the General Conditions as defined in the Agreement, any Jione] of the persons whose authenticated specimen signatures appear below is authorized on behalf of the Borrower to sign applications for withdrawal under this Loan. For the purpose of delivering Applications to the Bank, including by electronic means, 2[eachl of the persons whose authenticated specimen signatures appears below is authorized on behalf of the Borrower, acting 3[individually] 4[jointly], to deliver Applications, and evidence in support thereof on the terms and conditions specified by the Bank. ' Instruction to the Borrower: 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 Bank. 2 Instruction to the Borrower: 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 Bank. Instruction to the Borrower: 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 Bank. 4 Instruction to the Borrower: 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 Bank. This Authorization replaces and supersedes any Authorization currently in the Bank records with respect to this Agreement. [Name], [position] Specimen Signature: [Name], [position] Specimen Signature: [Name], [position] Specimen Signature: Yours truly, / signed / [Position] Attachment 2 - Statement of Expenditures STATEMENT OF EXPENDITURES Financier Loan/Credit/Grant I Application # PAYMENTS MADE DURING THE REPORTING PERIOD FROM _ TO Category # Page I The following expenditures have been incurred during the retroactive financing period (please tick) Yes No The following expenditures have been incurred during the closing date of the loan/credit/grant (please tick) Yes No 1 2 3 4 5 6 7 8 9 10 11 12 13 14 Contract # Total amount Amount (Ciet onrat urecyofinoieDate of Aon Prior Review (Cin otatcrec fivie % Financed by Eligible Withdrawal Withdrawn Item Suppliers Name Brief Description of the r Connection # and amount invoice Date of covered A Exchange VV hw form the No. expenditure (YES or NO) for Prior (original + number payment Application AfI (Col 9 x 10) Rate Designated Designated Review amendment) (net of AcoB Account (Col contracts retention)Account 11/12) Total xxxxxxxx Total WorlBank Total AIIB Supporting documents for this SOE are retained at _ (insert location) I certify that the share of the Bank and AIlB finanicng reflected above is in accordance with the Annual Work Plan and Budget and that details are true and correct. Project Director For Direct Payment, AIIB payment currency is in USD. In case of local currency applications for withdrawal, AIIB shall convert the amount into USD using the exchange rate prevailing at the time of disbursement. For Designated Accounts, AIIB payment currency is in USD. The advance amount requested shall be remitted to the Designated Account in USD. All liquidations and request for reimbursement will be made in USD. In case of local currency expenditures, the DPWH and MMDA shall convert the amount into USD using the exchange rate used to transfer USD funds from the Designated Account to the local currency operating account of DPWH or MMDA (if any). Attachment 3 - Designated Account Reconciliation Statement DESIGNATED ACCOUNT RECONCILIATION STATEMENT IBRD xxxx & LN xxxxx Account No. Bank's Name IBRD AIIB Total 1. Total Advance $0.00 $0.00 $0.00 2. Less: Total amount recovered $0.00 $0.00 $0.00 3. Equals: Present outstanding amount advanced to the Designated Account $0.00 $0.00 $0.00 4. Balance of Designated Account per attached Bank statement as of Breakdown by Financier (as of) $0.00 $0.00 $0.00 5. + Total amount claimed in this application .. $0.00 $0.00 $0.00 (appi no.) 6. + Total amount withdrawn and not yet claimed $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 7. - Interest earned ($0.00) ($0.00) ($0.00) 8. + Total amount claimed in previous applications not yet credited at date of bank stati $0.00 $0.00 $0.00 9. Total Advance accounted for (#s 4 through 8) $0.00 $0.00 $0.00 10. Difference to be explained $0.00 $0.00 $0.00 $0.00 11. Explanation of any difference between the totals appearing on lines 3 and 9Amounts) Bank charge Total Advanced Accounted For $0.00 $0.00 $0.00 12. Unclaimed amount without explanation 13. Project Supervisor (Date)