Page 1 CONFORMED COPY 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 June 14, 2010 His Excellency Nguyę n V n Gia u Governor State Bank of Vietnam Hanoi, Vietnam Re: Vietnam: IDF Grant for Strengthening Procurement Audit Project IDF Grant No. TF096622 Excellency: In response to the request for financial assistance made on behalf of Socialist Republic of Vietnam (the “Recipient”), I am pleased to inform you that the International Bank for Reconstruction and Development (the “World Bank”) proposes to extend to the Recipient, a grant from the World Bank’s Institutional Development Fund (“IDF”) in an amount not to exceed two hundred thousand United States Dollars (U.S.$200,000) (the “Grant”) on the terms and conditions set forth or referred to in this letter agreement (the “Agreement”), which includes the attached Annex, to assist in the financing of the project described in the Annex (the “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. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By: Victoria Kwakwa Victoria Kwakwa Country Director, Vietnam East Asia and Pacific Region CONFIRMED: SOCIALIST REPUBLIC OF VIETNAM By Nguyen Van Binh Authorized Representative Name Nguyen Van Binh Title Deputy Governor Date: August 19, 2010 Page 2 His Excellency Nguyę n V n Gia u 2 IDF Grant No. TF096622 Enclosures: (1) Standard Conditions for Grants Made by the World Bank out of Various Funds, dated July 1, 2008. (2) Disbursement Letter dated June 14, 2010 together with World Bank Disbursement Guidelines for Projects, dated May 1, 2006. Page 3 His Excellency Nguyę n V n Gia u 3 IDF Grant No. TF096622 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 July 1, 2008 (“Standard Conditions”), with the modifications set forth in the Appendix to this Agreement, 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. Article II Project Execution 2.01. Project Objectives and Description. The objective of the Project is to increase transparency and accountability in public procurement. The Project consists of the following parts: Part 1 . Strengthening of Procurement Audit Function (a) Carrying out an assessment of the existing public procurement audit function and the development of national standards for procurement audits. (b) Carrying out training activities for the Public Procurement Agency and Ministry of Planning and Investment auditors in procurement auditing. Part 2. Update the Assessment of the Recipient’s Procurement System (a) Assessment of the legal framework for public procurement using the Organization for Economic Co-operation and Development - Development Assistance Committee (OECD-DAC) benchmarking tool for international good public procurement practice. (b) Conduct workshops to disseminate the findings from the assessment mentioned in (a) above and to propose the required improvements in the legal framework. Part 3 . External Assessment of the Pilot e-GP System for Compliance with MDB Requirements (a) Support study tours for staff of relevant institutions to evaluate the Pilot e-Government Procurement System (e-GP System) and to learn from similar international experiences. (b) Carrying out an external assessment of e-GP System for the purpose of determining its suitability for use in multilateral development banks (MDBs) financed projects. Part 4 . Project Audit Page 4 His Excellency Nguyę n V n Gia u 4 IDF Grant No. TF096622 Conduct Project audit by independent external auditors. 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 the Public Procurement Agency under the Ministry of Planning and Investment, 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, with the modifications set forth in the Appendix to this Agreement; and (c) this Article II. 2.03. 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 the indicators set forth below in paragraph (b) of this Section. 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 (1) month after the date of such request. (b) The performance indicators referred to above in paragraph (a) consist of the following: (i) Sustainable system for assessing procurement compliance and performance by procuring entities established; (ii) Legal framework for public procurement benchmarked against international standards and report issued; and (iii) Pilot e-GP system benchmarked against MDBs’ standards identified for MDB financed procurement and Gap Matrix, which includes the modifications, enhancements, adjustments, and customization required to be made to the Pilot e-GP system, discussed with the Recipient. (c) 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 October 15, 2013. 2.04. 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 not later than forty five (45 days) after the end of each calendar quarter, covering the quarter, 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 such audit of the Financial Statements shall cover the period of one (1) fiscal year of the Recipient. The audited Financial Page 5 His Excellency Nguyę n V n Gia u 5 IDF Grant No. TF096622 Statements for each such period shall be furnished to the World Bank not later than six (6) months after the end of such period. 2.05. Procurement (a) General . All goods and 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: (i) Section I of the “Guidelines: Procurement under IBRD Loans and IDA Credits” published by the World Bank in May 2004 and revised in October 2006 and May 2010 (“Procurement Guidelines”), in the case of goods and non-consulting services required for workshops and study tours; and (ii) Sections I and IV of the “Guidelines: Selection and Employment of Consultants by World Bank Borrowers” published by the World Bank in May 2004 and revised in October 2006 and May 2010 (“Consultant Guidelines”) in the case of consultants’ services. (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 the Procurement Guidelines, or 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 required for training workshops and study tours shall be procured under contracts awarded on the basis of Shopping. (ii) Goods and non consulting services required for training workshops and study tours may be procured on the basis of 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 Selection based on the Consultants’ Qualifications. (ii) The following methods may be used for the procurement of consultants’ services for those assignments which the World Bank agrees meet the requirements set forth in the Consultant Guidelines for their use: (A) Single-source Selection; (B) Selection of Individual Consultants; and (C) Sole Source Procedures 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. Page 6 His Excellency Nguyę n V n Gia u 6 IDF Grant No. TF096622 Page 7 His Excellency Nguyę n V n Gia u 7 IDF Grant No. TF096622 Article III Withdrawal of Grant Proceeds 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: For the purposes of this Section, the term “Training and Workshops” the costs associated with training of personnel involved in the implementation of the Project including travel and subsistence costs for training and workshops, costs associated with securing the services of trainers, rental of training and workshops facilities, preparation and reproduction of training and workshop materials, and other costs directly related to workshop and training courses preparation and implementation. 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 (3) years after the date of countersignature of this Agreement by the Recipient. Category Amount of the Grant Allocated (expressed in USD) Percentage of Expenditures to be Financed (inclusive of Taxes) (1) Consultants’ Services 132,000 100% (2) Training and Workshops 60,000 100% (3) Audit 8,000 100% TOTAL AMOUNT 200,000 Page 8 His Excellency Nguyę n V n Gia u 8 IDF Grant No. TF096622 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, 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: 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) Page 9 His Excellency Nguyę n V n Gia u 9 IDF Grant No. TF096622 APPENDIX Modifications to the Standard Conditions and the Anti-Corruption Guidelines A. The Standard Conditions are modified as follows: 1. The provisions of Section 4.02 (j) of the Standard Conditions are modified to read as follows: ... (j) Ineligibility . IBRD or IDA has declared the Recipient (other than the Member Country) ineligible to receive proceeds of any financing made by IBRD or IDA or otherwise to participate in the preparation or implementation of any project financed in whole or in part by IBRD or IDA, as a result of: (i) a determination by IBRD or IDA that the Recipient has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the use of the proceeds of any financing made by IBRD or IDA; and/or (ii) a declaration by another financier that the Recipient is ineligible to receive proceeds of financings made by such financier or otherwise to participate in the preparation or implementation of any project financed in whole or in part by such financier as a result of a determination by such financier that the Recipient has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the use of the proceeds of a financing made by such financier. ” B. The modifications to the Anti-Corruption Guidelines are as follows: 1. Section 5 is re-numbered as Section 5(a) and a new Section 5(b) is added to read as follows: “…(b) These Guidelines also provide for the sanctions and related actions to be imposed by the Bank on Borrowers (other than the Member Country) and all other individuals or entities who are recipients of Loan proceeds, in the event that the Borrower or the individual or entity has been debarred by another financier as a result of a determination by such financier that the Borrower or the individual or entity has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the use of the proceeds of a financing made by such financier.” 2. Section 11(a) is modified to read as follows: “… (a) sanction in accordance with prevailing Bank’s sanctions policies and procedures (fn13) a Borrower (other than a Member Country) (fn 14) or an individual or entity, including (but not limited to) declaring such Borrower, individual or entity ineligible publicly, either indefinitely or for a stated period of time: (i) to be awarded a Bank- financed contract; (ii) to benefit from a Bank-financed contract, financially or otherwise, for example as a sub-contractor; and (iii) to otherwise participate in the preparation or implementation of the project or any other project financed, in whole or in part, by the Bank, if at any time the Bank determines (fn 15) that such Borrower, individual or entity has engaged in corrupt, fraudulent, collusive, coercive or obstructive practices in connection with the use of loan proceeds, or if another financier with which the Bank has Page 10 His Excellency Nguyę n V n Gia u 10 IDF Grant No. TF096622 entered into an agreement for the mutual enforcement of debarment decisions has declared such person or entity ineligible to receive proceeds of financings made by such financier or otherwise to participate in the preparation or implementation of any project financed in whole or in part by such financier as a result of a determination by such financier that the Borrower or the individual or entity has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the use of the proceeds of a financing made by such financier.” Footnotes: “13. An individual or entity may be declared ineligible to be awarded a Bank financed contract upon completion of sanctions proceedings pursuant to the Bank’s sanctions policies and procedures, or under the procedures of temporary suspension or early temporary suspension in connection with an ongoing sanctions proceeding, or following a sanction by another financier with whom the Bank has entered into a cross debarment agreement, as a result of a determination by such financier that the firm or individual has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the use of the proceeds of a financing made by such financier.” “14. Member Country includes officials and employees of the national government or of any of its political or administrative subdivisions, and government owned enterprises and agencies that are not eligible to bid under paragraph 1.8(b) of the Procurement Guidelines or participate under paragraph 1.11(c) of the Consultant Guidelines.” “15. The Bank has established a Sanctions Board, and related procedures, for the purpose of making such determinations. The procedures of the Sanctions Board sets forth the full set of sanctions available to the Bank. In addition, the Bank has adopted an internal protocol outlining the process to be followed in implementing debarments by other financiers, and explaining how cross-debarments will be posted on the Bank’s website and otherwise be made known to staff and other stakeholders.”