O"FICIAL ROCUMEENT9 The World Bank 1818 H Street N.W. (202) 477-1234 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS July 3, 2013 H.E. Nguyen Vdn Binh Governor State Bank of Vietnam 49 Lf ThAi TO HA N6i Socialist Republic of Vietnam (W Re: IDF Grant for Legal Services for Development and International Finance Project IDF Grant No. TF014047 Excellency: In response to the request for financial assistance made on behalf of the Socialist Republic of Vietnam ("Recipient"), I am pleased to inform you that the International Bank for Reconstruction and Development ("World Bank") proposes to extend to the Recipient a grant from the World Bank's Institutional Development Fund ("1IDF") in an amount not to exceed two hundred fifty thousand Dollars ($250,000) ("Grant") on the terms and conditions set forth or referred to in this letter agreement ("Agreement"), which includes the attached Annex, to assist in the financing of the project described in the Annex ("Project"). The Recipient represents, by confirming its agreement below, that it is authorized to enter into this Agreement and to carry out the Project in accordance with the terms and conditions set forth or referred to in this Agreement. Please confirm the Recipient's agreement to the foregoing by having an authorized official of the Recipient sign and date the enclosed copy of this Agreement, and returning it to the World Bank. Upon receipt by the World Bank of this countersigned copy, this Agreement shall become effective as of the date of the countersignature; provided, however, that the offer of this Agreement shall be deemed withdrawn if the World Bank has not received the countersigned copy of this Agreement within ninety (90) days after the date of signature of this Agreement by the World Bank, unless the World Bank shall have established a later date for such purpose. TF014047 Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Byj1(0DU Victoria Kwakwa Country Director for Vietnam East Asia and Pacific Region AGREED: SOCIALIST REPUBLIC OF VIETNAM By: Authorized Representative Name: La c HI14mc. Title: c""Mejrn && kiteinam Date: pc, , e ' 0 4 1 Enclosures: (1) Standard Conditions for Grants Made by the World Bank Out of Various Funds, dated February 15, 2012 (2) Disbursement Letter of the same date as this Agreement, together with World Bank Disbursement Guidelines for Projects, dated May 1, 2006 4WV TF014047 IDF Grant No. TF014047 ANNEX Article I Standard Conditions; Definitions 1.01. Standard Conditions. 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. Definitions. 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, or in the Appendix to this Agreement. Article II (W Project Execution 2.01. Project Objectives and Description. The objective of the Project is to strengthen the capacity of the Recipient's Ministry of Justice in providing efficient legal services to government agencies in the area of development finance. The Project consists of the following parts: Part A: Needs Assessment Carrying out of an assessment of the current skills gap and needs of MOJ's Department of International Law and other relevant departments, and development of a capacity building plan including for training and capacity building activities necessary for lawyers and staff of these departments. Part B: Capacity Building Provision of support and technical advisory services to MOJ, including: (a) development of training curriculua and manuals, and facilitation of training of trainers; (b) facilitation of workshops and training (including overseas courses and tours, if necessary) in: (i) specialized legal topics in the area of development finance such as commercial loans, guarantee operations, bonds, public private partnership, official development assistance financing including drafting and negotiating related legal agreements, and (ii) other related topics such as governance and anti-corruption and environmental and social safeguards measures; and (c) establishment of a small legal library for MOJ's Department of International Law through acquisition of materials and equipment. Part C: Standardizing Rules and Procedures Provision of technical assistance in standardizing MOJ's rules and procedures in the area of development and international finance including: (a) strengthening legal normative documents related to the drafting, negotiating, and reviewing of international treaties, loan agreements, guarantee agreements, legal opinions, and other related documents; and (b) developing streamlined rules and procedures for reviewing related legal documents and issuance of legal opinions. Part D: Strengthening the Project Procurement, Financial Management and Audit Aspects TF014047 Provision of technical assistance in strengthening the procurement, financial management, and audit aspects of the Project implementation. 2.02. Project Execution Generally. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project through its Ministry of Justice in accordance with the provisions of: (a) Article II of the Standard Conditions; (b) 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 ("Anti- Corruption Guidelines"); and (c) this Article II. 2.03. Institutional and Other Arrangements. The Recipient shall: (a) provide sufficient funds for: (i) office facilities; (ii) counterpart staff time; (iii) trainee staff time; (iv) local transportation; and (v) administrative support; and (b) cause MOJ to establish by no later than one (1) month after the effectiveness of this Agreement and maintain within its Department of International Law, throughout the (W implementation of the Project a Project coordination team comprising qualified personnel in adequate numbers provided with sufficient resources which shall be responsible for the daily implementation of the Project. 2.04. Project Monitoring, Reporting and Evaluation. (a) The Recipient shall monitor and evaluate the progress of the Project and, upon the World Bank's request, 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 such period as shall be indicated in the World Bank's request and shall be furnished to the World Bank not later than one month after the date of such request. (b) The Recipient shall, upon the World Bank's request, 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 five (5) months after the Closing Date. 2.05. Financial Management. (a) The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.07 of the Standard Conditions. (b) The Recipient shall ensure that interim unaudited financial reports for the Project are prepared and furnished to the World Bank as part of the Project Report not later than forty- five (45) days after the end of each calendar semester, covering the semester, in form and substance satisfactory to the World Bank. (c) The Recipient shall have its Financial Statements audited in accordance with the provisions of Section 2.07 (b) of the Standard Conditions. Each audit of the Financial Statements shall cover the period of one fiscal year of the Recipient. The audited Financial Statements for each period shall be furnished to the World Bank not later than six (6) months after the end of such period. 2.06. Procurement (a) General. All goods, non-consulting services and consultants' 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: TF014047 (i) Section I of 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 ("Procurement Guidelines"), in the case of goods and non-consulting services; (ii) Sections I and IV of the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 ("Consultant Guidelines") in the case of consultants' services; and (iii) the provisions of this Section, as the same shall be elaborated in the procurement plan prepared and updated from time to time by the Recipient for the Project in accordance with paragraph 1.18 of the Procurement Guidelines and paragraph 1.25 of the Consultant Guidelines ("Procurement Plan"). (W (b) Definitions. The capitalized terms used in the following paragraphs of this Section to describe particular procurement methods or methods of review by the World Bank 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. (c) Particular Methods of Procurement of Goods and Non-consulting Services (i) Except as otherwise provided in item (ii) below, goods and non- consulting services shall be procured under contracts awarded on the basis of International Competitive Bidding. (ii) The following methods, other than International Competitive Bidding, may be used for procurement of goods and non-consulting services for those contracts which are specified in the Procurement Plan: (A) Shopping; and (B) Direct Contracting. (d) Particular Methods of Procurement of Consultants' Services (i) Except as otherwise provided in item (ii) below, consultants' services shall be procured under contracts awarded on the basis of Quality- and Cost-Based Selection. (ii) The following methods, other than Quality- and Cost-Based Selection, may be used for the procurement of consultants' services for those assignments which are specified in the Procurement Plan: (A) Selection Based on Consultants' Qualifications; (B) Single Source Selection (SSS) of Firms; (C) Selection of Individual Consultants; and (D) Single-source Procedure for the Selection of Individual Consultants. (e) Review by the World Bank of Procurement Decisions. The Procurement Plan shall set forth those contracts which shall be subject to the World Bank's Prior Review. All other contracts shall be subject to Post Review by the World Bank. Article III Withdrawal of Grant Proceeds TF014047 3.01. Eligible Expenditures. 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 "World Bank Disbursement Guidelines for Projects" dated May 2006, 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 following table. The 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: Amount of the Grant Percentage of Expenditures Allocated to be Financed Category (expressed in USD) (inclusive of Taxes) (1) Goods 12,600 100% (2) Consultants' services, 168,600 100% including audit (3) Training and Workshops 68,800 100% TOTAL AMOUNT 250,000 3.02. Withdrawal Conditions. Notwithstanding the provisions of Section 3.01 of this Agreement, no withdrawal shall be made for payments made prior to the date of countersignature of this Agreement by the Recipient. 3.03. Withdrawal Period The Closing Date referred to in Section 3.06 (c) of the Standard Conditions is three years after the date of countersignature of this Agreement by the Recipient. Article IV Recipient's Representative; Addresses 4.01. Recipient's Representative. The Recipient's Representative referred to in Section 7.02 of the Standard Conditions is the Governor, or a Deputy Governor, of the State Bank of Vietnam. 4.02. Recipient's Address. The Recipient's Address referred to in Section 7.01 of the Standard Conditions is: State Bank of Vietnam 49 Ly Thai To Hanoi Socialist Republic of Vietnam Cable: Telex: Facsimile: VIETBANK 412248 (84-4)825 0612 Hanoi NHTWVT 4.03. World Bank's Address. The World Bank's Address referred to in Section 7.01 of the Standard Conditions is: TF014047 International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable: Telex: Facsimile: INTBAFRAD 248423 (MCI) or 1-202-477-6391 Washington, D.C. 64145 (MCI) TF014047 APPENDIX Section I. Definitions 1. "Category" means a category set forth in the table in Section IV of Schedule 2 to this Agreement. 2. "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. 3. "Ministry of Justice" or "MOJ" means the Recipient's Ministry of Justice or any successor thereto. 4. "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. 5. "Procurement Plan" means the Recipient's procurement plan for the Project, dated July 1, 2013 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. 6. "Standard Conditions" means the "Standard Conditions for Grants Made by the World Bank out of Various Funds", dated February 15, 2012, with the modifications set forth in Section II of this Appendix 7. "Training and Workshops" means the reasonable costs of expenditure incurred by the Recipient in facilitating and conducting domestic and overseas training and workshop activities under the Project, including costs of training or workshop materials, equipment and venue rental, honoraria for trainers and/or speakers (including civil servant who serve as trainers and/or speakers), and per diem and transportation for those attending the training or workshop; but excluding salary and salary supplements of the Recipient's civil servants ('c6ng ch(rc' and 'vian chirc'). (W