OFFICIAL THE WORLD BANf)OCU IBRD* IDA I WORLDBAKGROUP MENTS ifr fkc(&orkCr 201C H. E. Andr&s Valencia Pinz6n Minister of Agriculture and Rural Development Ministry of Agriculture and Rural Development Avenida Jimenez # 7A -17 Piso 3 Bogota D.C. - Colombia Re: Republic of Colombia: Sustainable Low-Carbon Development in Orinoquia Region Project BioCFplus Initiative-USDOS GRANT NUMBER TF0A6377 BioCFplus Initiative-BMUB GRANT NUMBER TF0A6376 Amendment to the Grant Agreement Excellency: We refer to the grant agreement ("Grant Agreement") between the Republic of Colombia ("Recipient"), and the International Bank for Reconstruction and Development ("World Bank") dated March 9, 2018 for the Implementation of the Sustainable Low- Carbon Development in Orinoquia Region Project ("Project"), pursuant to which the World Bank has extended the above captioned grants ("Grant"). We also refer to the letter from the Ministry of Agriculture and Rural Development referring to "Asunto: Presentaci6n alternativa de la operaci6n para el Proyecto de Desarrollo Sostenible Bajo en Carb6n en la Region de la Orinoquia " requesting the introduction of a Fiduciary Agent in the Project's Implementation Arrangements. In view of the above and our recent discussions, the Bank proposes to amend the Grant Agreement as follows ("Amendment"): 1. Article 2.01 is hereby amended to read in its entirety as follows: "2.01. The Recipient declares its commitment to the objective 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 Rural Development ("MADR"), in coordination with the National Planning Department ("DNP"), the Ministry of Environment and Sustainable Development ("MADS"), and the Institute of Hydrology, Meteorology and Environmental Studies ("IDEAM"), with the assistance of Sociedad Fiduciaria de Desarrollo Agropecuario S.A.-Fiduagraria S.A. ("FIDUAGRARIA") through the Fiduciary Agent Agreement, all in accordance with the provisions of Article II of the Standard Conditions." 2. Paragraph (d) is hereby added to Article 4.01 to read as follows: "(d) The Fiduciary Agent Agreement has been executed by the parties thereto." 2 3. Paragraph (g) is hereby added to Part 4 of Schedule 1 to read as follows: (g) fin'ancing Operating Costs, including FIDUAGRARIA's Operating Costs." 4. Section I.A. 1(a) of Schedule 2 is hereby amended to read in its entirety as follows: "1. (a) Without limitation to the provisions of Section 2.01 of this Agreement, the Recipient, through MADR, shall implement the Project in close coordination with the DNP, MADS, IDEAM and with the assistance of FIDUAGRARIA, as further detailed in the Inter-institutional Agreement, in the Fiduciary Agent Agreement, and in the Project Operational Manual." 5. Section I.A.2 (a) of Schedule 2 is hereby amended to read in its entirety as follows: "2. (a) no later than ninety (90) days after the Effective Date, or such other date as shall be agreed with the World Bank, establish, operate and maintain, throughout Project implementation, a Project Implementing Unit ("PIU"), within MADR, with staffing, functions and responsibilities satisfactory to the World Bank and set forth in the Project Operational Manual, including, inter alia: (i) staff responsible for all fiduciary aspects of the Project; and (ii) staff responsible for overall planning, coordination and monitoring of Project activities, including technical supervision of Project implementation; provided, however, that the Project coordinator, a procurement specialist, and a financial management specialist, for the PIU shall be hired no later than sixty (60) days after the Effective Date; and" 6. Section I. A.6. (a) (ii) of Schedule 2 is hereby amended to read in its entirety as follows: "(ii) the respective roles and responsibilities of the agencies, ministries, FIDUAGRARIA, and other stakeholders involved in the implementation of the Project;" 7. Paragraph 8 is hereby added to Section I.A. of Schedule 2 to read as follows: "8. The Recipient, through MARD, shall (a) enter into an agreement (Fiduciary Agent Agreement) with FIDUAGRARIA and maintain it throughout the implementation of the Project, under terms and conditions acceptable to the World Bank, and as further detailed in the Project Operational Manual, including, inter alia, FIDUAGRARIA's obligation to act as a financial agent of the Recipient with respect to the Grant in compliance with the relevant provisions of this Agreement, the Operational Manual and the Anti- Corruption Guidelines. lb3 3 (b) exercise its rights and carry out its obligations under the Fiduciary Agent Agreement in such manner as to protect the interests of the Recipient and the World Bank and to accomplish the purposes of the Grant. Except as the World Bank shall otherwise agree, the Recipient shall not assign, amend, abrogate, terminate, waive or fail to enforce the Fiduciary Agent Agreement, or any of its provisions. In case of any conflict between the provisions of this Agreement and the provisions of the Fiduciary Agent Agreement, the provisions of this Agreement shall prevail. 8. The Appendix is hereby amended as follows: (a) The following definitions are hereby added in alphabetical order (and the remaining definitions are renumbered to maintain alphabetical order). " "FIDUAGRARIA" means Sociedad Fiduciaria de Desarrollo Agropecuario S.A.-Fiduagraria S.A., a state-owned company registered in Bogota, Capital District, Republic of Colombia, on February 18, 1992, it successor thereto or any other entity acceptable to the Bank. "Fiduciary Agent Agreement" means Contrato de Encargo Fiduciario de Administracion y Pagos, the agreement referred to in Section I.A.8(a) of Schedule 2 to this agreement, as the same may be amended from time to time, with the prior written consent from the World Bank." (b) The following definition is hereby amended to read in its entirety as follows: " "Operating Costs" means as applicable: (a) the reasonable costs, as shall have been approved by the World Bank, for the incremental expenses incurred on account of Project administration, implementation, monitoring and evaluation consisting, inter alia, of vehicle operation and maintenance, communication and insurance costs, reasonable banking charges, office rental expenses, freight charges, office (and office equipment) maintenance, utilities, printing, non-durable goods, travel cost (including accommodations, transportation costs, and per diem) for Project staff for travel linked to the implementation, monitoring and supervision of the Project, and salaries of contractual staff working for the Project (but excluding consulting services and salaries of officials of the Recipient's civil service); or (b) means the reasonable costs, as shall have been approved by the World Bank, for the incremental expenses incurred by FIDUAGRARIA on account of Project administration, implementation, monitoring and evaluation as set forth in the Project Operational Manual." All other terms and conditions of the Grant Agreement remain unchanged. 4 Please confirm your agreement with the foregoing Amendment, by having an authorized official of the Recipient sign and date two originals of this Amendment Letter, and return one to the World Bank. Upon receipt by the World Bank of one fully countersigned original, this Amendment shall become effective as of the date of the last countersignature. Please also note that the Restructuring Paper dated November 29, 2018, a copy of which is enclosed herewith, will be disclosed on the World Bank's external website as per the World Bank's policy on Access to Information. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By: t -, Ulrich Zachau Country Director Colombia and Venezuela Latin America and the Caribbean Region AGREED: MINISTRY OF AGRICULTURE ND RURAL EVEL PMENT By: Au onzed Represent e Name: A ' P Title: tif%ivYo 60& Date: 12 - 12-I 1