THEWORLD BANK I BANK DUNIA OFFICIAL A-7o0 O Sharing Dev opment Solutions DOCUMENT for an Erner( ihq Indonesia ''~14 NTSLI' ' 7 3 Letter I'.'. CD-377/EITI/X/2013 October 10, 2013 Mr. Jacob Thoppil Director Indonesia, Philippines, and Southcast Asi, Regional Division Department of Foreign Affairs, Tr:ide and Development (DFATD) 200 Promenade du Portage Gatineau, Quebec Canada, KlAOG4 Dear Mr. Thoppil: Administration Arrange nent between the Government of Canada as represented by the M1ir istej 'for International Development acting through the Department of Fo reign Iffairs, Trade and Development (DFA TD) and the International Benk for Ieconstruction and Development concerning the Supporting ti e Inph mentation, Sustainability and Outreach of the Extractive Industries Iran parency Initiative in Indonesia (EITI-Indonesia) Multi-Lono r Trust Fund (No. TFO72080) 1. The International 3ank foi R-construction and Development (the "Bank") acknowledges that the Government of Canada, as represer ted by the Minister for International Development acting through the Department of Foreign Affai s, Trade and Development (DFATD) (the "Donor"), agrees to provide the sum of one mililon tw( hundred thousand Canadian Dollars (C$1,200,000) (the "Contribution") for the SL,pporting tLe In plementation, Sustainability and Outreach of the Extractive Industries Transparency Initiative in I idonesia (EITI-Indonesia) Multi-Donor Trust Fund, No. TF072080 (the "Trust Fund") iri ac corc ance with the terms of this Administration Arrangement. Other donors are also expected tc contrit ute to the Trust Fund on the terms and conditions specified in the Annexes to this Administra tionr An angement. 2. The Contribution will b. used to finance the activities set forth in the "Supporting the Implementation, Sustainability and Outr:-ach of the Extractive Industries Transparency Initiative in Indonesia (EITI-Indonesia) Tru!,t Fund Description" attached hereto as Annex 1, and will be administered by the Bank on beh ilf of th - Donor in accordance with the terms of this Administration Arrangement, including the "Stndard Provisions" attached hereto as Annex 2 and "Governance" attached hereto as Annex 3. 3. The Contribution is currcntl y he d in the Donor's Balance Account (TF029048) pursuant to the Airingement dated March 28, 2)13 ietween the Donor and the Bank. Upon countersignature of this Administration Arrangement by the )onor, the Contribution will be transferred from the Donor's Balance Account in TFO29048 to the Trt st Fund. 4. Except with respect to tYe Depo;it Instructions, any notice, request or other communication to be given or made under this Adiminist *ation Arrangement will be in writing and delivered by mail, fax or e-mail to the respective u ide -sigt ed address specified below or at such other address as such undersigned notifies in writing tc the other Party from time to time: ISEB ower 2, 12th Floor, JI. Jend. Sudirmar Kay 52-5 , Jakarta 12190 i +6221 5299 3000 6 +6221 5299 3111 0 www.worldbank.org/id TF0720iC-ID 2 October 10, 2013 For the Bank (the "Bank Contact"': Yue Man Lee Economist EASPI The World Bank Indonesia Stock E?change Building, Tower 2 Jl. Jenderal Sudirman Kay 52-53 Jakarta 12190, Indone;ia Tel: +62-21-52()9-;000 Fax: +62-21-524,9-'; 111 F or the Donor (the "Donor Contac D: Program Manager Embassy of Canadi World Trace Centro, (th Fl)or Jl. Jenderal Sudirman Kay 29-31 Jakarta 12920 Tel: +6:-21-5220-"800 Fax: +6:-21-2550-''813 5. h- the event any amoun s are 1o be returned to the Donor under this Administration Arrangement, the Bank will transfer such amounts to the Donor's applicable donor balance account with the Bank. 6. No member of the House cf Comr ions of Canada will be admitted to any share or part of this Adminis:ration Arrangement or to any ber efit arising therefrom. 7. No current or former pub ic office holder or public servant of the Government of Canada who is not in compliance vith the Ccnflict of Interest and Post-Employment Code for Public Office Holders or the Values and Ethics Cole f r the Public Service will derive a direct benefit from this Adminisration Arrangement. 8. hny transfer into the Tnist Fund to be made under this Administration Arrangement is subject ao there being an approprizitio i by the Parliament of Canada for the fiscal year in which such transfer s to be made. If DFATD s apprcpriation is changed by the Parliament of Canada, DFATD may reduce the Contribution, or te -miriate this Administration Arrangement. 9. No offer, gift or payment, :onside ation or benefit of any kind, which constitutes an illegal or corrupt practice, has or will be iade to anyone, either directly or indirectly, as an inducement or reward for the award or executio i oF thi; Administration Arrangement. Any such practice will be grounds for terminating this Adrmi nitrat on Arrangement or taking any other corrective action as required. 10. All annexes hereto constil:utt an integral part of this Administration Arrangement, whose terms taken together will constitul e tie eittire agreement and understanding between the Donor and the Bank. Unless otherwise speci ied in an annex hereto, this Administration Arrangement may be ISEB Tom er2, 12th Floor, JI. Jend. Sudirman K v. 5,-53, J ikarta 12190 i+6221 5299 3000 0+6221 5299 3111 Owww.worldbank.org/id TF07200-ID 3 October 10, 2013 amendec. only by written amendm ent bet, veen the Bank and the Donor; provided, however, that any annexes to this Administration Arraigerient may be amended only by written amendment of all donors contributing to the rrust Fi und 11. It is understood that this Admir istration Arrangement, including any annexes, is not an international treaty. 12. All references made in the Annex: s to "shall" will have the same meaning as the term "will" herein. 13. Each of the undersigned riprcseni s, by confirming its acceptance below, that it is authorized to enter into this Administration Arrange nent and act in accordance with its provisions. The Bank and the Donor are each requested io sig,n and date this Administration Arrangement, and upon possession by the Bank of this fully ;igned Administration Arrangement, this Administration Arrangement will become carried out as of the date of the last signature. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By A~- 7Sb Name Yogana Prasta Title Acting Country Director, Indoneia Date October 10, 2013 THE GOVERNMENT OF CAN ADA AS REPRESENTED BY THE MINISTER FOR INTERNATIONAL DEVELOPME41INT ACTING THROUGH THE DEPARTMENT OF FOREIGN AFFAIRS, TRADE AND D £VELOPMENT By : Name : . rce 1 et 0 L- Title Q,kco- ~ig t~ 4 c- i s T Date : 4iL ISEBTav r2, 12t1 Floor, JI. Jend. Sudirman Kiv. 5)-53, , akarta 12190 2+6221 5299 3000 *+6221 5299 3111 Clwww.worldbank.org/id TF0720 0-ID 4 October 10, 2013 ANNEX 1 Supporting the Irlem ?ntation, Sustain ability and Outreach of the Extractive Industries Tians Parency Initiative in Indonesia (EITI-Indonesia) Trust Fund Description This Annex shall be applicable to :nd forn an integral part of all administration arrangements for the Trust Fund (collectively the "Ac min stration Arrangements" and each an "Administration Arrangement") between the Bark and any entities that provide any funds to the Trust Fund (collectively, the "Donors"). 1. Objectives The objective of the Trust Fund is to supt ort Indonesia in addressing the governance challenges and maximizing the opportunities of its natu ral resources sectors (oil and gas, minerals and coal) to contribule to broad-based and sust unable levelopment. 2. Activities The activities (which may be des,:rit ed s "components" of activities) to be financed by the Trust Fund are: 2.1 Bank-executed activities, fi :r whic i the Bank has implementation responsibility: (a) Technical assistance and advisory services to support the implementation of the Extractive [ndustri,-s Tran. parency Initiative (EITI) in Indonesia. (b) Support the Bank supervi ;ion of Recipient-executed activities carried out under the Trust Fund 2. 2 Recipient-executed activities, for vhich one or more Recipients (as defined in Annex 2) have implementation responsibi .ity: (a) Support the Goverimnt or trustee under general irir cipI s of trust or fiduciary law. Nothing in this Administration Arrangement shall be considered a 1vaiv,-r of any privileges or immunities of the Bank under its Articles oif Agreement or any appl cable h w, all of which are expressly reserved. 1.2 Each Donor's Contribution (col ectively, the "Contributions") shall be administered in accordarce with the Bank s appli:ab,e policies and procedures, as the same may be amended from time to time, including its procureme it, f nancial management, disbursement and safeguard policies, its frame.work to prevent and combat frau and corruption and its screening procedures to prevent the use of Bink resources to finance t,rrcrist ictivity, in line with the Bank's obligations to give effect to the relevant decisions of the Security Cou icil taken under Chapter VII of the of Charter of the United Nations. The Donors ackriowledge that his provision does not create any obligations of the Bank under the anti-terrorist financing a rd asse control laws, regulations, rules and executive orders of an individual member country that m, iy .ppl) to a Donor. 2. Management of the Cont rib itioi is 2.1 The funds deposited in thc Tiust Fund shall be accounted for as a single trust fund and shall be kept separate and apart from the funds f the Bank. The funds deposited in the Trust Fund may be commingled with other trust fun] asset, maintained by the Bank. The Bank. in its capacity as trustee, has legal title to the funds deposit( d in the Trust Fund. 2.2 The currency in which the funds i1 the Trust Fund shall be held is United States Dollars (the "Holding Currency"). 2.3 Donors agree to deposit thetr C )ntributions in the Contribution Currency stated in their respective Administration Arrangements. In the case of deposits received in a Contribution Currency other than the Holding Currency, ?rompt y upon the receipt of such amounts and the accompanying Deposit Instructions, the Bank shall canve rt such amounts into the Holding Currency at the exchange rate obtained by the Bank on the late of he conversion. Where deposits prove to be insufficient to complele activities as a result ofexchnge rate fluctuations, neither the Bank nor the Donor shall bear any responsibility for providing ary alditi onal financing. 2.4 The funds deposited in the Trus Fund may be freely exchanged by the Bank into other currencies as may facilitate their c isburse nent at the exchange rate obtained by the Bank on the date of the conversion. ISEB Tcwaer2, 12th Floor, JI. Jend. Sudirman K w. 5:-53, -karta 12190 2+6221 5299 3000 0+6221 5299 3111 Owww.worldbank.org/id TF072080-ID 7 October 10, 2013 2.5 The Bank shall invest and reinv-st the funds deposited in the Trust Fund pending their disbursement in accordance with t6e 3anl 's applicable policies and procedures for the investment of trust funds administered by the Bz nk. Th - Bank shall credit all income from such investment to the Trust Fund to be used for t .e same purpos es as the Contributions. 3. Trust Fund Fees and Cwts 3.1 The Bank shall deduct an< retain for its own account, as a deduction from each Installment, an amount equal to two percent (2 4o) 7er Installment as an administrative fee for the Trust Fund. 3.2 In addition, costs i:curred by the 3ank for other expenses, such as for program management and Trust Fund administration, thit are (i) not covered by the percentage deduction specified above as an administrative fee and (ii) not inclided under Annex 1 of the Administration Agreements in accordarce with the Bank's applicabl. po icies and procedures shall be charged to the Trust Fund on an actua basis up to a maximum of four point five nine percent (4.59%) of the total Contributions under all Administration Agreeme its. 3. 3 Each Donor acknowledge; and arees that the percentage deductions for fees in this Trust Fund Fees and Costs section arc estimated on the basis of anticipated Contributions. If actual Contributions significantly differ Irom wl at was originally anticipated at the time of signature of the first Administration Agreement, or if other circumstances affecting Trust Fund fees or costs change, the Bank reserves the right to requi.st a ch inge to the terms of this Trust Fund Fees and Costs section. which would be effectuated by arierdmcnts made to the Administration Agreements of all Donors and which would thereafter be ipplical le to all new Contributions that are provided either as amendments to supplement exist ng Adiinistration Agreements or from new Donors under new Administration Agreements. 4. Accounting and Financial Repoi ting 4.1 The Bank shall maintain separa.e records and ledger accounts in respect of the funds deposited in the Trust Fund and di,;bursen ents made therefrom. 4.2 7he Bank shall frnish to the Donors current financial information relating to receipts, disbursements and fund balance in the Holding Currency with respect to the Contributions via the World Bank's Trust Funds Do .or Ce iter secure website. Within six (6) months after all commitments and liabilities under th. Tr.ist Fund have been satisfied and the Trust Fund has been closed, the final financial informalic n re lating to receipts, disbursements and fund balance in the Holding Currency with respect tc th- Cc ntributions shall be made available to the Donors via the World Bank's Trust Funds Donor C7enter: ecure website. 4.3 -he Bank shall provide to the Donors via the World Bank's Trust Fund Donor Center secure website, within six (6) months fRllowinE the end of each Bank fiscal year, an annual single audit report, comprising (i) a minagemnt assertion together with an attestation from the Bank's external auditors concerning the adequacy of nter ial control over cash-based financial reporting for all cash- based trust funds as a whole; and (ii) a combined financial statement for all cash-based trust funds together with the Bank's -xterna aLdito 's opinion thereon. The cost of the single audit shall be borne by the Bank. ISEBTc wer 2, 12th Floor, J. Jend- Sudirman K[y. 5:-53, . akarta 12190 2+6221 5299 3000 0+6221 5299 3111 Owww.worldbank.org/id TF072080-ID 8 October 10, 2013 4.4 [f a Donor wishes to req,ies', or an exceptional basis, a financial statement audit by the Bank's -xternal auditors of the Trust Fun,, the Donor and the Bank shall first consult as to whether such an external audit is necessary. The Bank and the Donor shall agree on the appropriate scope and terms of reference of such aud'it. Fol owing agreement on the scope and terms of reference, the Bank shall arrange for such exterrial iudi-. The costs of any such audit, including the internal costs of the Bank with respect to such audit shall be borne by the requesting Donor. 4.5 The Bank shall make avai able to the Donors copies of all financial statements and auditors' reports received by the Bank frorr Rccipi ,nts pursuant to any Grant Agreements (as defined below) in accorc ance with the Bank's Access to I iformation Policy. 5. Progress Reporting 5.1 The Bank shall provide the Donors with semi-annual reports on the progress of activities financed by the Contribut ons. WiVithin six (6) months of the End Disbursement Date (as defined below), ihe Bank shall furnish to tht Do iors a final report on the activities financed by the Trust Fund. 5.2 Ainy Donor may review or evz luat: activities financed by the Trust Fund at any time up to six (6) months following the End Dishu nemc nt Date. The Donor and the Bank shall agree on the scope and conc-uct of such review or evalua:ion, and the Bank shall provide all relevant information within the limils of the Bank's apilicable policie; and procedures. All associated costs, including any costs incurred by the Bank, shall be borne b v the Donor. It is understood that any such review or evaluati-n will not constitute a fin inc al, compliance or other audit of the Trust Fund. 6. Disbursement; Cancellation Re und 6.1 [: is expected that :he funcls depo, ited in the Trust Fund will be fully disbursed by the Bank by June 30, 2016 (the "End DisbLrsenen Date"). The Bank shall only disburse funds deposited in the Trust Fund for the purposes of thi,, Ad ninistration Agreement (other than returns to Donors) after such date to the extent such date is :hanged in accordance with amendments made to the Adminis:ration Agreements of all :he Dor ors. Following the End Disbursement Date, the Bank shall return any remaining balance of thic Trust Fund to each Donor in the Holding Currency in the manner specified in its respective idminis trat ion kgreement on a pro rata basis with regard to the total funds deposited in the Trust Fund by such Don r relative to the total funds deposited in the Trust Fund by all Donors, all calculated as Holding Currncy amounts. 6.2 tny Donor may cancel all or pail of such Donor's pro rata share, and the Bank may cancel all or arty Donors' pro ratE shares uron t iree (3) months' prior written notice, of any Contributions (paid and not yet paid) that are nt coni itted pursuant to any agreements entered into between the Bank ard any consultants and/or othei third parties for the purposes of this Administration Agreement, including any Grant Agr.emnts, prior to the receipt of such notice. In the event of a cancellation, the Bank shall returt. to the relevant Donor or Donors in the Holding Currency in the manner specified by each such D)onor n its respective Administration Agreement the pro rata share(s) of any such uncommnitted bal nce of the Trust Fund, in accordance with any additional terms that may be agreed betwee i the Bfink and each such Donor. 7. Disclosure; Dispute Resolution ISEB To AEr2, 121h Floor, JI. Jend. Sudirman Kv. 52-53, J ikarta 12190 2+6221 5299 3000 0+6221 5299 3111 Owww.worldbank.org/id TFO720')-ID 9 October 10, 2013 7.1 The Bank shall disclose th Admifi istration Agreements and related information on this Trust Fund in accordance with the Bank's Policy on Access to Information. By entering into Adminis:ration Agreements, the Donors consent to such disclosure of their respective Administration Agreemnts and such related infor nai ion. 7.2 The Donors and the Bank shal use their best efforts to amicably settle any dispute, controversy, or claim arising out o C or rela :ing to the Administration Agreements. 8. Grants to Recipients 8.1 The Bank shall, as admini!,tra:.or c f the Trust Fund on behalf of the Donors, enter into one or more grant agreements (the "Grarit Agret ments") with recipients (the "Recipients") consistent with the purposes of this Admir.istratio Agree nent and on the terms and conditions set forth in the Grant Agreements. Grant Agreementi may be entered into up to the maximum amount of the Contributions that all Donors hav a jree I to make available under the Administration Agreements between the Bank and the Donors. 8.2 The Bank shall be respon,,ibll for the supervision of the activities financed under any Grant Agreements. Subject to th- conse it cf an i relevant Recipients, representatives of the Donors may be invited by the Bank to participate n Eank supervision missions related to the Trust Fund. 8.3 The Bank shall promptly inform he Donors of any significant modification to the terms of any Grait Agreements ani of any c antr;.ctual remedies that are exercised by the Bank under any Grant Agreements. To the exten practi able, the Bank shall afford the Donors the opportunity to exchange views before effecting a iy !uch modification or exercising any such remedy. ISEB Tover2, 121h Floor, JI. Jend. 3udirman Kav 52-53,. akarta 12190 2+6221 5299 3000 0+6221 5299 3111 Owww.worldbank.org/id TF072050-ID 10 October 10, 2013 ANNEX 3 Governance This Annex shall be applicable to and form an integral part of all Administration Agreements between the Bank and the respectiv e Donors. 1. Joint Management Committee. T iere shall be established a Joint Management Committee ("JMC") to be co-chaired by repiesentatives from the Coordinating Ministry of Economic Affairs, donor(s) and the Bank, and conm istIng of representatives of Republic of Indonesia and donor(s) contribu'ing to the Trust Fund as igrced t) by consensus of the then-existing co-chairs and members of the JMC. 2. -he JMC will be responsi1le for: (a) providing guidance for overall trust fund strategies; (b) reviewing proposals for new additional cDmponents/activities; (c) reviewing annual work plans for Trust Fund activities; (d) reviewing ai inua I reports; and (e) approving the Operations Manual. 3. The Bank, as the trustee of the trust fund, will be responsible for: (a) approving Bank- executed projects and activity plans; (b approving recipient-executed projects, including project objectives, activities and budgets, and all changes to recipient-executed projects, in accordance with the Bank's policies and procedure:.. 4. Operations Manual. There shall be an Operations Manual that includes details on the operation of the Trust Fund in accordance with this Agreement, including: (a) the roles, functions and mechanisms for calling, conductirg and ri:cording meetings of: (i) the JMC and (ii) one or more sub- committees that may be constituted from time to time by the JMC to assist the JMC; (b) frequency and conduct of consultations witli donois and stakeholders that may be held in addition to JMC meetings; and (c) decision-making guidelines on the acceptance of additional contributions to the trust fund; (d) rules regarding tht admis, ion of additional donors to the JMC; (e) decision-making rules; aid (f) other implementaticn erran yements as agreed between the Bank and the JMC in line with this Agreement. TFe Joint Mmagement Committee shall also approve any changes to the Operaticns Manual. In the event of a ly conflict between the Operations Manual and this Agreement, the termis of this Agreement shall prevail. ISEB Tcl'Er2, 12th Floor, JI. Jend. Eudirman Kziv. 5 -53, J ikarta 12190 a +6221 5299 3000 6+6221 5299 3111 O www.worldbank.org/id