jOFFICIAL tj 27 DOCUMENTS1 The World Bank SCN Quadra 2 Lo Tel 55 (61) 3329-1000 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Ed. Corporate Financial Center, 70 Andar Fax 55 (61) 3329-1010 70712-900 - Brasilia - DF, BRASIL Exmo Sr. Geraldo Alckmin Governador do Estado de Sdo Paulo Paldcio dos Bandeirantes, Avenida Morumbi, 4500 Sdo Paulo, 05650-000 Brazil Exmo Sr. Andrea Sandro Calabi Secretirio da Fazenda Avenida Rangel Pestana, 300 - 50 andar, Sdo Paulo, 01017-911 Brazil Ilmo. Sr. Raphael do Amaral Campos Jr Departamento de Estradas e Rodagem (DER/SP) Unidade de Coordenagdo de Programas Rodovidrios (UCPR) Avenida do Estado no 777, sala 2123 Sdo Paulo, 01107-000 Brazil Re: IBRD Loan 8272-BR ( Brazil- Sio Paulo Sustainable Transport Project) Additional Instructions: Disbursement Letter Excellency, I refer to the Loan Agreement between the International Bank for Reconstruction and Development ("Bank") and the State of Sdo Paulo ("Borrower") for the above- referenced project, dated 9 m ff, 59/.3 The Loan Agreement provides that the Bank may issue additional instructions regarding the withdrawal of the proceeds of Loan 8272-BR ("Loan"). This letter ("Disbursement Letter"), as revised from time to time, constitutes the additional instructions. The attached World Bank Disbursement Guidelines for Projects, dated May 1, 2006, ("Disbursement Guidelines") (Attachment 1), are an integral part of the Disbursement Letter. The manner in which the provisions in the Disbursement Guidelines apply to the Loan is specified below. Sections and subsections in parentheses below refer to the relevant sections and subsections in the Disbursement Guidelines and, unless otherwise defined in this letter, the capitalized terms used have the meanings ascribed to them in the Disbursement Guidelines. I. Disbursement Arrangements (i) Disbursement Methods (section 2). The following Disbursement Methods may be used under the Loan: * Reimbursement * Advance * Direct Payment (ii) Disbursement Deadline Date (subsection 3.7). The Disbursement Deadline Date is four months after the Closing Date specified in the Loan Agreement. Any changes to this date will be notified by the Bank. II. Withdrawal of Loan Proceeds (i) Authorized Signatures (subsection 3.1). An authorized signatures letter in the Form attached (Attachment 2) should be furnished to the Bank at the address indicated below providing the name(s) and specimen signature(s) of the official(s) authorized to sign Applications for withdrawal: Banco Mundial Setor Comercial Norte, Quadra 02, Lote A Edificio Corporate Finance Center 70 Andar 70712-900 Brasilia, DF Brazil Attention: Ms. Deborah Wetzel, Director Brazil-Country Management Unit (ii) Applications (subsections 3.2 - 3.3). Please provide completed and signed Applications for withdrawal, together with supporting documents, to the address indicated below: Banco Mundial Setor Comercial Norte, Quadra 02, Lote A Edificio Corporate Finance Center 70 Andar 70712-900 Brasilia, D.F. Brazil Attention: Loan Department Page 2 of 16 (iii) Electronic Delivery (subsection 3.4) The Bank may permit the Borrower to electronically deliver to the Bank Applications (with supporting documents) through the Bank's Client Connection, web-based portal. The option to deliver Applications to the Bank by electronic means may be effected if: (a) the Borrower has designated in writing, pursuant to the terms of subparagraph (i) of this Section, its officials who are authorized to sign and deliver Applications and to receive secure identification credentials ("SIDC") from the Bank for the purpose of delivering such Applications by electronic means; and (b) all such officials designated by the Borrower have registered as users of Client Connection. If the Bank agrees, the Bank will provide the Borrower with SIDC for the designated officials. Following which, the designated officials may deliver Applications electronically by completing Form 2380, which is accessible through Client Connection (https://clientconnection.worldbank.org). The 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. (iv) Terms and Conditions of Use of SIDC to Process Applications. 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 ofElectronic Means to Process Applications and Supporting Documentation ("Terms and Conditions of Use of Secure Identification Credentials") provided in Attachment 3; and (b) to cause such official to abide by those terms and conditions. (v) Minimum Value ofApplications (subsection 3.5). The Minimum Value of Applications for Direct Payment and Reimbursement is United States Dollars (USD) 3,000,000 equivalent. (vi) Advances (sections 5 and 6). * Type ofDesignated Account (subsection 5.3): Pooled * Currency ofDesignated Account (subsection 5.4): Reais (BRL) * Financial Institution at which the Designated Account Will Be Opened (subsection 5.5): Banco do Brasil * Ceiling (subsection 6.1): BRL 90,000,000 III. Reporting on Use of Loan Proceeds (i) Supporting Documentation (section 4). Supporting documentation should be provided with each Application for withdrawal as set out below: * For requests for Reimbursement: Page 3 of 16 o Summary Sheet in the form attached (Attachment 4) with Records evidencing eligible expenditures (e.g., copies of receipts, supplier invoices) for payments made: > Under contracts for Works costing USD 25,000,000 equivalent per contract or more; > Under contracts for Goods and Non-consulting Services costing USD 3,000,000 equivalent per contract or more; > Under contracts with Consulting Firms costing USD 200,000 equivalent per contract or more; > Under contracts with Individual Consultants costing USD 100,000 equivalent per contract or more; and " Statement of Expenditure in the form attached (Attachment 5) for payments that do not exceed the thresholds established above. * For reporting eligible expenditures paid from the Designated Account: o Summary Sheet in the form attached (Attachment 4) with Records evidencing eligible expenditures (e.g., copies of receipts, supplier invoices) for payments made: > Under contracts for Works costing USD 25,000,000 equivalent per contract or more; > Under contracts for Goods and Non-consulting Services costing USD 3,000,000 equivalent per contract or more; > Under contracts with Consulting Firms costing USD 200,000 equivalent per contract or more; > Under contracts with Individual Consultants costing USD 100,000 equivalent per contract or more; and o Statement of Expenditure in the form attached (Attachment 5) for payments that do not exceed the thresholds established above. * For requests for Direct Payment: o Records evidencing eligible expenditures (e.g., copies of receipts, supplier invoices). (ii) Frequency of Reporting Eligible Expenditures Paid from the Designated Account (subsection 6.3): Quarterly (iii) Other Supporting Documentation Instructions: For all Applications for withdrawal where eligible expenditures are being claimed under Part 1.1 of the Project as set out in Schedule 1 of the Loan Agreement, please include the Contract Control Sheets in the form attached (Attachment 6) as supporting documentation. IV. Other Important Information Page 4 of 16 For additional information on disbursement arrangements, please refer to the Disbursement Handbook available on the Bank's public website at https://www.worldbank.org and its secure website "Client Connection" at https://clientconnection.worldbank.org. Print copies are available upon request. If you have not already done so, the Bank recommends that you register as a user of the Client Connection website (https://clientconnection.worldbank.org). 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 . If you have any queries in relation to the above, please contact us at loalcr(,worldbank.org using the above Project name and Loan number as a reference in the subject line. Yours sincerely, Ms. Deborah Wetzel Director Brazil - Country Management Unit Latin America and the Caribbean Region Attachments 1. World Bank Disbursement Guidelines for Projects, dated May 1, 2006 2. Form for Authorized Signatures 3. Terms and Conditions of Use ofSecure Identification Credentials in connection wit/k Use ofElectronic Means to Process Applications and Supporting Documentation, dated March 1, 2013 4. Summary of Expenditures 5. Statement of Expenditures 6. Contract Control Sheets Prepared by: Femanda Baludino and Miguel-Santiago Oliveira, CTRLN Cleared with and cc: Catarina Portelo, LEGLA Eric Lancelot, LCSTR Page 5 of 16 Cc with copies: His Excellency Secretary of International Affairs Ministry of Planning, Budget and Management Secretariat of International Affairs Esplanada dos Minist6rios, Bloco K, room 508 70040-906 Brasilia-DF BRAZIL Fax: 61-3225-4022 Page 6 of 16 Attachment 2 [Letterhead] xxxx [Street address] [City] [Country] [DATE] Banco Mundial Setor Comercial Norte, Quadra 02, Lote A Edificio Corporate Financial Center 70 Andar 70712-900 Brasilia, DF Brazil Attention: Ms. Deborah Wetzel, Director Brazil-Country Management Unit Re: IBRD Loan 8272-BR (Brazil- Sfio Paulo Sustainable Transport Project) Dear Ms. Wetzel: I refer to the Loan Agreement between the International Bank for Reconstruction and Development ("Bank") and the State of Sdo Paulo ("Borrower"), dated , providing the above Loan. For the purposes of Section 2.03 of the General Conditions as defined in the Loan Agreement, any 1 [one] 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, 2[each] 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. 1 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. 3 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. Page 7 of 16 5[This confirms that the Borrower is authorizing such persons to accept Secure Identification Credentials (SIDC) and to deliver the Applications and supporting documents to the Bank by electronic means. In full recognition that the Bank shall rely upon such representations and warranties, including without limitation, the representations and warranties contained in the Terms and Conditions of Use ofSecure Identification Credentials in connection with Use ofElectronic Means to Process Applications and Supporting Documentation ("Terms and Conditions of Use of SIDC"), the Borrower represents and warrants to the Bank that it will cause such persons to abide by those terms and conditions.] 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 / Secretary of Finance of the State of Sdo Paulo s Instruction to the Borrower: Add this paragraph if the Borrower wishes to authorize the listed persons to accept Secure Identification Credentials and to deliver Applications by electronic means; if this is not applicable, please delete the paragraph. Please delete this footnote in final letter that is sent to the Bank. Page 8 of 16 Attachment 3 Terms and Conditions of Use of Secure Identification Credentials in connection with Use of Electronic Means to Process Applications and Supporting Documentation March 1, 2013 The World Bank (Bank)6 will provide secure identification credentials (SIDC) to permit the Borrower7 to deliver applications for withdrawal and applications for special commitments under the Agreement(s) and supporting documentation (such applications and supporting documentation together referred to in these Terms and Conditions of Use as Applications) to the Bank electronically, on the terms and conditions of use specified herein. SIDC can be either: (a) hardware-based (Physical Token), or (b) software-based (Soft Token). The Bank reserves the right to determine which type of SIDC is most appropriate. A. Identification of Users. 1. The Borrower will be required to identify in a completed Authorized Signatory Letter (ASL) duly delivered to and received by the Bank each person who will be authorized to deliver Applications. The Bank will provide SIDC to each person identified in the ASL (Signatory), as provided below. The Borrower shall also immediately notify the Bank if a Signatory is no longer authorized by the Borrower to act as a Signatory. 2. Each Signatory must register as a user on the Bank's Client Connection (CC) website (https://clientconnection.worldbank.or ) prior to receipt of his/her SIDC. Registration on CC will require that the Signatory establish a CC password (CC Password). The Signatory shall not reveal his/her CC Password to anyone or store or record the CC Password in written or other form. Upon registration as a CC user, the Signatory will be assigned a unique identifying account name. B. Initialization of SIDC. 1. Prior to initialization of SIDC by a Signatory, the Signatory will acknowledge having read, understood and agreed to be bound by these Terms and Conditions of Use. 6"Bank" includes IBRD and IDA. 7 "Borrower" includes the borrower of an IBRD loan, IDA credit, or Project Preparation Facility advance and the recipient of a grant. Page 9 of 16 2. Where a Physical Token is to be used, promptly upon receipt of the Physical Token, the Signatory will access CC using his/her account name and CC Password and register his/her Physical Token and set a personal identification number (PIN) to be used in connection with the use of his/her Physical Token, after which the Physical Token will be initialized for use by the Signatory exclusively for purposes of delivering Applications. Where a Soft Token is to be used, the Signatory will access CC using his/her account name and CC Password and set a personal identification number (PIN) to be used in connection with the use of his/her Soft Token, after which the Soft Token will be initialized for use by the Signatory exclusively for purposes of delivering Applications. Upon initialization of the SIDC, the Signatory will be a "SIDC User". The Bank will maintain in its database a user account (Account) for each SIDC User for purposes of managing the SIDC of the SIDC User. Neither the Borrower nor the SIDC User will have any access to the Account. 3. Prior to first use of the SIDC by the SIDC User, the Borrower shall ensure that the SIDC User has received training materials provided by the Bank in use of the SIDC. C. Use of SIDC. 1. Use of the SIDC is strictly limited to use in the delivery of Applications by the SIDC User in the manner prescribed by the Bank in the Agreement(s) and these Terms and Conditions. Any other use of the SIDC is prohibited. 2. The Bank assumes no responsibility or liability whatsoever for any misuse of the SIDC by the SIDC User, other representatives of the Borrower, or third parties. 3. The Borrower undertakes to ensure, and represents and warrants to the Bank (such representation and warranty being expressly relied upon by the Bank in granting SIDC) that each SIDC User understands and will abide by, these Terms and Conditions of Use, including without limitation the following: 4. Security 4.1. The SIDC User shall not reveal his/her PIN to anyone or store or record the PIN in written or other form. 4.2. The SIDC User shall not allow anyone else to utilize his/her SIDC to deliver an Application to the Bank. 4.3. The SIDC User shall always logout from CC when not using the system. Failure to logout properly can create a route into the system that is unprotected. Page 10 of 16 4.4. If the SIDC User believes a third party has learned his/her PIN or has lost his/her Physical Token he/she shall immediately notify clientconnection(,worldbank.org. 4.5. The Borrower shall immediately notify the Bank at clientconnection(@worldbank.org of any lost, stolen or compromised SIDC, and take other reasonable steps to ensure such SIDC are disabled immediately. 5. Reservation of Right to Disable SIDC 5.1. The Borrower shall reserve the right to revoke the authorization of a SIDC User to use a SIDC for any reason. 5.2. The Bank reserves the right, in its sole discretion, to temporarily or permanently disable a SIDC, de-activate a SIDC User's Account or both. 6. Care of Physical Tokens 6.1. Physical Tokens will remain the property of the Bank. 6.2. The Bank will physically deliver a Physical Token to each Signatory designated to receive one in a manner to be determined by and satisfactory to the Bank. 6.3. Physical Tokens contain delicate and sophisticated instrumentation and therefore should be handled with due care, and should not be immersed in liquids, exposed to extreme temperatures, crushed or bent. Also, Physical Tokens should be kept more than five (5) cm from devices that generate electromagnetic radiation (EMR), such as mobile phones, phone-enabled PDAs, smart phones and other similar devices. Physical Tokens should be carried and stored separate from any EMR device. At close range (less than 5 cm), these devices can output high levels of EMR that can interfere with the proper operation of electronic equipment, including the Physical Token. 6.4. Without derogating from these Terms and Conditions of Use, other technical instructions on the proper use and care of Physical Tokens are available at http://www.rsa.com. 7. Replacement 7.1. Lost, damaged, compromised (in terms of 4.5, above) or destroyed Physical Tokens will be replaced at the expense of the Borrower. 7.2. The Bank reserves the right, in its sole discretion, not to replace any Physical Token in the case of misuse, or not to reactivate a SIDC User's Account. Page 11 of 16 Para despesas realizadas com: Attachment 4 • Bens e servicos nao de consultoria com contratos de valor igual ou maior que: 3,000,000 equivalentes Data: • Obras com contratos de valor igual ou maior que: 25,000,000 equivalentes • Firmas de Consultoria com contratos de valor igual ou maior que: 200,000 equivalentes Pedido N°.: • Consultores Individuais com contratos de valor igual ou maior que: - 100,000 equivalentes Empréstimo N: PARA CONTRA TOS QUE NÃO REQUEREM REVISÃO PRÉVIA Categoria N° Conta Designada 1 2 3 4 5 6 7 8 9 10 11 12 Valor Quantidade Item foNecedor fra/consultor Nmero Valor Total Número da Valor Total % Financ. Financiado pelo Data do Observações doDébito Debitada No. ou beneficiário Contrato do Contrato fatura das Faturas pelo BIRD Banco Mundial Pagamento Designada da Conta (6x7) Designada Total Total PARA CONTRATOS QUE REQUEREMREVISÃO PRÉVIA Categoria N° Conta Designada 1 2 3 4a 4b 5 6 7 8 9 10 11 12 Data de Valor Quantidade Item Nomedo Número Valor Total BIR's "No Número da Valor Total % Financ. Financiado pelo Data do Data do Débito Debitada No. forecedor/firma/consultor do do Contrato Objection fatura das Faturas pelo BIRD Banco Mundial Pagamento Observações da Conta da Conta ou beneficiario Contrato para o (6x7) Designada Designada Contrato Total Total Obs.: Comprovantes de despesas em anexo. Indicar as despesas Retroactivas se for o caso Preparar uma Folha de Resumo por Categoria Para despesas realizadas com: Attachment 5 • Bens e servicos nao de consultoria com contratos de valor inferior a: 3,000,000 equivalentes Data: • Obras com contratos de valor inferior a: 25,000,000 equivalentes • Firmas de Consultoria com contratos de valor inferior a: 200,000 equivalentes Pedido N°.: • Consultores Individuais com contratos de valor inferior a: -_ Igg,LgP equivalentes Empréstimo N: PARA CONTRA TOS QUE NÃO REQUEREM REVISÃO PRÉVIA Categoria N° Conta Designada 1 2 3 4 5 6 7 8 9 10 11 12 Valor Data do Quantidade Item Nome do Número Valor Total Número da Valor Total % Financ. Financiado pelo Data do Débito da Debitada da No. forecedor/firma/consultor do do Contrato fatura das Faturas pelo BIRD Banco Mundial Pagamento Observaçoes Conta Conta ou beneficiario Contrato (6x7) Designada Designada Total Total PARA CONTRA TOS QUE REOUEREM REVISÃO PRÉVIA Categoria N° Conta Designada 1 2 3 4a 4b 5 6 7 8 9 10 11 12 Data de Valor Data do Quantidade Item Nomedo Número Valor Total BIRD's "No Número da Valor Total % Financ. Financiado pelo Data do Débito da Debitada da No. forecedor/firma/consultor do do Contrato Objection" fatura das Faturas pelo BIRD Banco Mundial Pagamento Observaçoes Conta Conta ou beneficiano Contrato para o (6x7) Designada Designada Contrato Total Total Obs.: Documentos de Suporte para este SOE recebidos em Total_Total Preparar uma Declaração de Gasto por categoria Indicar as despesas Retroactivas se for o caso Page 13 of 16 Attachment 6 Pari-Passo por Contrato TO BE SPLIT A S FOLLOWS Numero do da Co«trato cotratot Cmmt ~ rt 4m Desembo lom Pedido de Data da Dpit ~ · saque factu ra 1 m-1234, 01131113 2.00 1.50 75%ý 28.80 0 50 25% 19.-70 m-1235 01131/13 !z , 4.00 1.00 25%, 27.80 3.00 75% 16.70 2 abcd-12345 02r28113 .-0 3890'"* 24.8i 5.00 63% 11.70 abcd-6789 02W28/13 5% 1.05.00 50% 6.70 3 a0001 31 M375% 0.00 ¯25 00 The value of The value of disbursements disbursements from IBRD shu~ from counterpart not exceed 30.3, fuinds shotd not the sphit value exceed 20.2, the indicated above split value indicated above Page 14 of 16 Pari-Passo por Contrato TO BE SPLIT AS FOLLOWS Numero do Conat contrato/Finna yyy (Rfi -0.0. Pedido de Data da - saque # Fafactura 1 1234-y 01115/13 10.00 1.5 15% 138.50 850 8E% 51.50 1235-y 01122/13 15.00 1.50 10% 137.00 13.50 90% 38.00 2 polica-455 02J1113g 15% 134.00 17.00 85% 21.00 ambul-9876 03115/13 ,2~ k 20% 129.00 20.00 80% 1.00 3 santos-123 0313-ä V9 97% 95.00 1.00 3% 0.00 Situacao até a data atual The value of The value of disbursemets disbursments from IBRD shul from contrpr not exced 140, finds should not the spt value exceed 60, the indicated above spt value indicated above Page 15 of 16 Pari Passu Total Or§amento Atual RS % ________BIRD _____ ____ Counterpart Funds Total Valores em R$ % Desembolsado atd Presente solicitacao Desembolsado deois da Dsemllsado ae a Coun[erpart Countrpart Counterpart Counerpart Counterpart Contratos BIRD Funds BIRD Funds BIRD Funds BIRD Funds BIRD Funds :0. 30 30 20 20 10.50 13.50 19.80 6.70 30 30 2020 60% 40% Yyy 140 00 60 00 11 00 6900 34.00 1.00 4500 60.00 43% 57% Total 17030 8020 2150 72.50 53.80 770 7530 8020 Page 16 of 16