OFFICIAL DOCUMENTS Administration Agreement between the European Commission, on behalf of the European Union, and the International Bank for Reconstruction and Development concerning the Part II Europe 2020 Programmatic Single-Donor Trust Fund (No. TF073727) (EC Contract No. 2020CE160AT136) This Administration Agreement is concluded under Indirect Management in the context of the 2020 Financial Framework Partnership Agreement between the World Bank Group and the European Commission, on behalf of the European Union, dated July 8, 2020 (the "Financial Framework Partnership Agreement") which sets the general conditions for this Administration Agreement. The Financial Framework Partnership Agreement shall be applicable and form an integral part of the Administration Agreement for the Trust Fund. 1. The International Bank for Reconstruction and Development (the "Bank") acknowledges that the European Commission, on behalf of the European Union, (the "Donor", and together with the Bank, the "Parties" and each a "Party") agrees to provide the sum of one million Euro (C 1,000,000) (the "Contribution") for the Part II Europe 2020 Programmatic Single-Donor Trust Fund, (No. TF073727) (the "Trust Fund") in accordance with the terms of this Administration Agreement. 2. The Contribution shall be used to finance the activities set forth in the "Part H Europe 2020 Programmatic Single-Donor Trust Fund Description" attached hereto as Annex 1, and shall be administered by the Bank on behalf of the Donor in accordance with the terms of this Administration Agreement, including the "Standard Provisions" attached hereto as Annex 2 and "Governance" attached hereto as Annex 3. 3. The Donor shall deposit the Contribution in accordance with the following schedule and in the currency specified in Section 1 above ("Contribution Currency") into such bank account designated by the Bank (each amount deposited hereinafter referred to as an "Installment") upon submission of a payment request by the Bank: (A) Promptly following countersignature - E500,000 (B) By July 30, 2022 - E300,000 (C) By November 30, 2022 - C200,000 The period for payment of further installments shall be 60 days. The period for payment of the balance shall be 90 days. 4. The Contribution is being provided in Installments on the basis of financial needs of the Trust Fund. If the Bank determines, on the basis of the speed of the implementation of the activities and availability of funds in the Trust Fund, that it is necessary to either bring Instalments forward or delay them, the Bank and the Donor will discuss and agree to revise the Instalment schedule, as confirmed by the Bank to the Donor in writing. 5. When making any deposit, the Donor shall instruct its bank to include in its deposit details information (remittance advice) field of its SWIFT deposit message, information indicating: the amount deposited, that the deposit is made by the Donor for TF073727 (Part II Europe 2020 Programmatic Single-Donor Trust Fund), the Commission internal reference number and the date of the Administration Agreement, the name of the Commission department responsible for the Trust Fund and the date of the deposit (the "Deposit Instructions"). In addition, the Donor shall provide a copy of the Deposit Instructions to the Bank's Accounting Trust Funds Division by e- mail sent to tfremitadvice@worldbank.org or by fax sent to +1 (202) 614-1315. 6. Except with respect to the Deposit Instructions, any notice, request or other communication to be given or made under this Administration Agreement shall be in writing and delivered by mail, fax or e-mail to the respective Party's address specified below or at such other address as such Party notifies in writing to the other Party from time to time: For the Bank (the "Bank Contact"): Gallina Andronova Vincelette Director for European Union Countries Europe and Central Asia Region Avenue Marnix 17, 2" floor, 1000 Brussels World Bank Group Tel: + 32-2-504-0994 E-mail: gvincelette@worldbank.org For the Donor (the "Donor Contact"): Normunds Popens Deputy Director General for Implementation European Commission, Directorate-General for Regional and Urban Policy Avenue de Beaulieu 5, 1160 Brussels Tel: +32-229-80690 E-mail: normunds.popens@ec.europa.eu 7. In the event any amounts are to be returned to the Donor under this Administration Agreement, the Bank shall transfer such amounts to the Donor, unless otherwise agreed with the Bank. When making any deposit, the Bank shall include in its deposit details information (remittance advice) field of its SWIFT deposit message, information indicating: the amount deposited, that the deposit is made by the Bank in relation to TF073727 (Part II Europe 2020 Programmatic Single-Donor Trust Fund), and the date of the deposit. The Bank shall provide a copy of such information to the Donor. 8. Bank-executed Trust Fund expenditures listed in Annex I to this Administration Agreement relate only to those Bank-executed activities for which the Bank has operational implementation responsibility under the Trust Fund. They do not include the cost of Bank corporate services in support of the work carried out by its operational units implementing trust funds. 9. For the purposes of this Administration Agreement and pursuant to Article 13.3 of the Financial Framework Partnership Agreement and the arrangement agreed between the European Commission and the Bank in the letter dated April 15, 2016: (a) Article 13.2 (b) of the Financial Framework Partnership Agreement shall not apply. (b) the Bank will charge a flat-rate administrative fee not exceeding 5% of the final Contribution. For this purpose, the Bank shall deduct and retain for its own account, as a deduction from each Instalment, an amount equal to five percent (5%) per Instalment as an administrative fee for the Trust Fund. (c) the Annexes of this Administration Agreement, reflecting differences with the analogous Annexes in the template Administration Agreement attached to the Financial Framework Partnership Agreement, apply to this Trust Fund. Nevertheless, this Administration Agreement is concluded in the context of the Financial Framework Partnership Agreement and shall be interpreted in a manner consistent with its terms. 10 The measures taken to identify the EU as a source of financing shall be in accordance with Attachment 4 of the Financial Framework Partnership Agreement. 11. All annexes hereto and the Financial Framework Partnership Agreement constitute an integral part of this Administration Agreement, whose terms taken together shall constitute the entire agreement and understanding between the Donor and the Bank. In the event of any inconsistency, the Financial Framework Partnership Agreement prevails over the Administration Agreement and the Administration Agreement prevails over its Annexes. Unless otherwise specified in an annex hereto, this Administration Agreement may be amended only by written amendment between the Bank and the Donor. 12. Each of the Parties represents, by confirming its agreement below, that it is authorized to enter into this Administration Agreement and act in accordance with these terms and conditions. The Parties are requested to sign and date this Administration Agreement, and upon possession by the Bank of this fully signed Administration Agreement, this Administration Agreement shall become effective as of the date of the last signature. INTERNATIONAL BANK FOR EUROPEAN COMMISSION on behalf of RECONSTRUCTION AND the EUROPEAN UNION DEVELOPMENT By: ~ j~/~By: 1 Name: Gallina Andronova Vincelette Name: Normunds opens Title: Director for European Union Title: Deputy Director General for Countries Implementation Date: Date: 22JO2 1J ANNEX 1 Par IIEurpe 020Pror 1MA!EA!H919:P-onor Trust Fund Desripio This Annex shall be applicable to and form an integral part of the Administration Agreement for the Trust Fund between the Bank and the Donor. 1. Objectives The objectives of the Trust Fund are: The European Commission and the Bank share a common objective of building competitive and sustainable economies and reducing poverty and social exclusion - goals of the Europe 2020 Agenda which is built on three pillars of smart, sustainable and inclusive growth. The three pillars of Europe 2020 are broadly in line with the objectives and strategies adopted in the Europe and Central Asia Region of the World Bank Group. All activities that are in pursuance of these three pillars are eligible to be financed and implemented under this Trust Fund. The European Commission and the Bank concur that direct interaction is beneficial to both institutions and through them to the beneficiary countries. This applies particularly to the provision of analytical, advisory and knowledge services and technical assistance. The European Commission has expressed an interest in ensuring that the Bank continues to provide technical assistance in the framework of the Trust Fund in furtherance of the common objective set forth above. 2. Activities The European Commission has expressed an interest in ensuring that the Bank provides technical Support in the framework of the Trust Fund with the specific objective of enhancing the capacity of participating functional areas to plan and finance across jurisdictional boundaries for sustainable development. Activity 1: Identification of operational functional areas across the EU The Bank will: i) identify the EU Member States on which the activities funded by the Trust Fund will focus ("Target Countries") and develop criteria for the identification of relevant functional areas in the Target Countries ("FAs"), including FAs that have inter-jurisdictional cooperation frameworks in place; ii) collect available information on performance of the FAs in relation to governance and quality of service delivery, strategic planning, investment coordination and execution of public investments; and iii) collect contact information to enable communication with those in charge of the FAs. Activity 2: Identification of functional areas interested in participating in this initiative The Bank will identify and select FAs interested to participate in this initiative. In particular, the Bank will: i) develop a methodology for the selection of FAs that are willing to participate in the activities supported by the Trust Fund, including criteria such as the willingness of interested FAs to focus on green, inclusive, resilient, and digital investments and/or willing to encourage private sector mobilization; ii) issue a call for expression of interest to the FAs identified under Activity 1, together with a questionnaire to gather relevant information to assess the interest of FAs, including specific challenges, sectoral and governance goals, and an indicative timeline and availability of resources for the preparation of potential identified investments; and iii) identify at least one functional urban area and one other functional area ("Target FAs") that show an interest in strengthening coordination approaches and inter-jurisdictional bonds, but are confronted with relevant governance/investment challenges, such as lack of inter-jurisdictional planning or coordinated investments for service delivery or effectiveness in implementation; Activity 3: Identification of barriers to development of functional area, and establishment of working group to address those barriers The Bank will support the establishment of a working group consisting of representatives of the Target FAs and other relevant stakeholders, responsible for analysing the challenges and goals described by the Target FAs and assessing their relevance for the purposes of planning and financing sustainable investments across jurisdictional boundaries; and provide proposals to address selected development challenges, including in light of relevant policies, such as the EU 2021-2027 cohesion policy, and other territorial instruments. In particular, the Bank will: i) develop a select number of case studies highlighting relevant global experiences for effective and sustainable FAs; ii) provide proposals to bring relevant stakeholders together and to develop a structured approach to generate knowledge, address challenges, and foster knowledge-sharing among Target FAs; and iii) provide proposals to inform the preparation by competent government authorities of an action and investment plan for implementation by local FA stakeholders. Activity 4: Develop a methodological toolkit for use by other functional areas, and other subnational administrations On the basis of the work carried out under Activities 1 to 3 described above, the Bank will develop a methodological toolkit for public use, including for use by other FAs and subnational administrations, to support FAs' efforts to improve coordination, planning, and implementation processes across jurisdictional boundaries. Among others, the toolkit is expected to guide FAs in the identification of available instruments, including under the EU cohesion policy, to overcome barriers to plan and finance across jurisdictional boundaries for sustainable development. Activity 5: Final conference After the conclusion of Activities 1 to 4, described above, the Bank will support the organization of a final conference to present the findings of the activities financed under the Trust Fund. Activity 6: Program Management and Administration The Bank will carry out program management and administration activities for the Trust Fund, including but not limited to, supporting any program governance arrangements and Trust Fund related meetings; planning and executing work plans and budgets; managing communications and conducting outreach; disseminating lessons learned; reporting on progress; and monitoring and evaluating the program. � � ч.. ч-. _ ч-, ч.. w ч.. � о о о о о о й G й С,..... й� й С й С й С у N ° N ........ � а� N N N N N N � N ш � Ш 7� N N ,,,, Ш N N N N > > > ,� � У � ............. •у zi V � V � • v � �¢ �¢ w¢�¢ �а �а �� �� ��р� р� °� о _о _о �, •о р о � о .с а .� � � � � � � � � � У i-в У iч �--� Sч 3ч iч 7-. � � Е .а' и Е .и Е � � � � и О С О � � О � � •С � •� � .С �; w `п 'О и 'D � и 'О .� '� � "�О .С 'О �¢ �¢ � �¢ �¢ �¢ �¢ � �; °СΡ " � ° а' � " � ,г � .� � G У У � � У �-+ �--� и �о � оо о [� оо � � � С � и у .� У` ¢, р, ° у .� 4, � '" � � а. � •> � о °У' � �° � v .�.� U � -б О а У � й ° U О •v � � ш и и � °J :-� : � од � Q GS i � и ° Q р О. 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О 5� ,� � Q � � О_ • � 'д у �`" Ci U О ,, � �'' ° . о �-' � � •i, у U � '��..t CL ь" � О � с� .... �у сд > � N � s.. .� � .о � ...�'�, � � У . � � � и сб � ° ,С �, � .� �� П7 .0 ь, ,,, � S]. �,, �. � •b N �` � о `УО '' у О �О ', Чр � У � �ч �••� .� Q+ � �. � � � о '�у � о•� �'д � ° � я, ' о 3 о � с о� О, О ';� � • s. О �' �� b .' О сб у s. � Г� а1 д. Г� с� сд д. � Г� � и-г 3. Eligible Expenditures 3.1 For Bank-executed activities, the Trust Fund funds may be used to finance: (a) contractual services; (b) media, workshops, conferences and meetings; (c) travel expenses; (d) short-term consultants and temporaries; and (e) staff costs (excluding short term consultants and temporaries). 3.2 For purposes of this paragraph 3: (i) "staff costs (excluding short term consultants and temporaries)" includes salaries, benefits and (ii) "short term consultants and temporaries" includes fees charged to the Trust Fund as applicable under Bank policies and procedures. 4. Taxes 4.1 The foregoing activities and categories of expenditures may include the financing of taxes in accordance with the Bank's applicable policies and procedures. 5. Indicative Results Framework 5.1 An indicative Results Framework for the activities financed by the Trust Fund prepared by the Bank (the "Results Framework"), in consultation with the Donor, shall be available at the Development Partner Center website. Such Results Framework may be revised by the Bank from time to time, in consultation with the Donor, and shall be used for monitoring and evaluation purposes only. 6. Indicative Budget 6.1 The Bank shall provide indicative budget infoi mation for the Trust Fund at the Development Partner Center website, which may be updated periodically by the Bank in consultation with the Donor. Such budget information is for informational purposes only. 7. Working Arrangements 7.1 In order to facilitate the implementation of the activities described in Annex I of this Administration Agreement (the "Activities"), the Bank and the Donor will in principle meet semi-annually to discuss the progress of the Activities, discuss next steps and any challenges or issues as they arise. The Bank may invite the Donor to participate in missions related to the Trust Fund, as well as implementation related meetings and workshops as appropriate. To facilitate the organization and efficiency of such missions, meetings, and 9 workshops the Bank may share with the Donor in a timely manner any relevant documentation in accordance with the Bank's Policy on Access to Information. 10 ANNEX 2 STANDARD PROVISIONS This Annex shall be applicable to and form an integral part of the Administration Agreement for the Trust Fund between the Bank and the Donor. 1. Administration of the Contributions 1.1 The Bank shall be responsible only for performing those functions specifically set forth in this Administration Agreement, including its annexes, and shall not be subject to any other duties or responsibilities to the Donor, including, without limitation, any duties or obligations that might otherwise apply to a fiduciary or trustee under general principles of trust or fiduciary law. Nothing in this Administration Agreement shall be considered a waiver of any privileges or immunities of the Bank under its Articles of Agreement or any applicable law, all of which are expressly reserved. 1.2 The Donor's Contribution shall be administered in accordance with the Bank's applicable policies and procedures, as the same may be amended from time to time, including its procurement, financial management, disbursement and safeguard policies, its framework to prevent and combat fraud and corruption and its screening procedures to prevent the use of Bank resources to finance terrorist activity, in line with the Bank's obligations to give effect to the relevant decisions of the Security Council taken under Chapter VII of the of Charter of the United Nations. The Donor acknowledges that this provision does not create any obligations of the Bank under the anti-terrorist financing and asset control laws, regulations, rules and executive orders of an individual member country that may apply to the Donor. 2. Management of the Contributions 2.1 The funds deposited in the Trust Fund shall be accounted for as a single trust fund and shall be kept separate and apart from the funds of the Bank. The funds deposited in the Trust Fund may be commingled with other trust fund assets maintained by the Bank. The Bank, in its capacity as trustee, has legal title to the funds deposited in the Trust Fund. 2.2 The currency in which the funds in the Trust Fund shall be held is Euro (the "Holding Currency"). 2.3 The Donor agrees to deposit its Contributions in the Contribution Currency stated in the Administration Agreements. In the case of deposits received in a Contribution Currency other than the Holding Currency, promptly upon the receipt of such amounts and the accompanying Deposit Instructions, the Bank shall convert such amounts into the Holding Currency at the exchange rate obtained by the Bank on the date of the conversion. Where deposits prove to be insufficient to complete activities as a result of exchange rate 11 fluctuations, neither the Bank nor the Donor shall bear any responsibility for providing any additional financing. 2.4 The funds deposited in the Trust Fund may be freely exchanged by the Bank into other currencies as may facilitate their disbursement at the exchange rate obtained by the Bank on the date of the conversion. 2.5 The Bank shall invest and reinvest the funds deposited in the Trust Fund pending their disbursement in accordance with the Bank's applicable policies and procedures for the investment of trust funds administered by the Bank. The Bank shall credit all income from such investment to the Trust Fund to be used for the same purposes as the Contributions. 3. Accounting and Financial Reporting 3.1 The Bank shall maintain separate records and ledger accounts in respect of the funds deposited in the Trust Fund and disbursements made therefrom. 3.2 The Bank shall furnish to the Donor current financial information relating to receipts, disbursements, and fund balance in the Holding Currency with respect to the Contributions via the Development Partner Center website which will be updated quarterly. Within six (6) months after all commitments and liabilities under the Trust Fund have been satisfied and the Trust Fund has been closed, the final financial information relating to receipts, disbursements and fund balance in the Holding Currency with respect to the Contributions shall be made available to the Donor via the Development Partner Center website. 3.3 The Bank shall provide to the Donor via the Development Partner Center website, within six (6) months following the end of each Bank fiscal year, an annual single audit report, comprising (i) a management report together with an audit opinion from the Bank's external auditors concerning the adequacy of internal 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 external auditor's opinion thereon. The cost of the single audit shall be borne by the Bank. 3.4 If the Donor wishes to request, on an exceptional basis, a financial statement audit by the Bank's external auditors of the Trust Fund, 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 audit. Following agreement on the scope and terms of reference, the Bank shall arrange for such external audit. 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 Progress Reporting; Review or Evaluation of Activities; Financial Management 12 4.1 The Bank shall provide the Donor with annual written progress reports by September 30. The progress reports shall be provided with reference to the Results Framework. Within six (6) months of the End Disbursement Date (as defined below), the Bank shall provide to the Donor with a final narrative progress report for the Trust Fund. 4.2 The Donor may review or evaluate activities financed by the Trust Fund at any time up to closure of the Trust Fund. The Donor and the Bank shall agree on the scope and conduct of such review or evaluation, and the Bank shall provide all relevant information within the limits of the Bank's applicable policies and procedures. All associated costs, including any costs incurred by the Bank, shall be borne by the Donor. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Trust Fund. 4.3. The Bank shall, consistent with its policies and procedures, take all appropriate measures to prevent corrupt, fraudulent, collusive, coercive and obstructive practices in connection with the use of the Trust Fund funds, and include provisions in its agreements with Recipients to give full effect to the relevant Bank guidelines on fraud and corruption. 4.4. In the event that the Bank determines that there are credible and material allegations of fraud, corruption, collusion or coercion in relation to Recipient-executed and/or Bank- executed activities financed by the Trust Fund that result in the Bank opening an investigation into such allegations (an "Investigation"), the Bank shall, in accordance with its applicable policies and procedures: (i) take timely and appropriate action with respect to such allegations and, where relevant, seek appropriate redress, including potential sanctions; (ii) as soon as practicable, inform the Donor of the outcome of the Investigation, provided that the Donor agrees to keep such information confidential pursuant to paragraph 6.3 of Annex 2, unless such information is already publicly available; (iii) on a case by case basis, decide whether to share information with Donor on an active Investigation, and provided that the Donor agree to keep such information confidential pursuant to paragraph 6.3 of Annex 2; (iv) take all necessary actions to recover funds that are the subject of an Investigation where the Bank has determined it as appropriate; and, (v) to the extent that any funds are refunded to the Trust Fund following an Investigation, the Bank shall use such funds for the same purposes as the Contributions, unless otherwise agreed between the Bank and the Donor. 5. Disbursement; Cancellation; Withholding of Payments 5.1 It is expected that the funds deposited in the Trust Fund will be fully disbursed by the Bank by July 31, 2023 (the "End Disbursement Date"). The Bank shall only disburse funds deposited in the Trust Fund for the purposes of this Administration Agreement (other 13 than returns to Donor) after such date to the extent such date is changed in accordance with amendments made to the Administration Agreement(s) of the Donor. Following the End Disbursement Date, the Bank shall return any remaining balance of the Trust Fund to the Donor in the Holding Currency in the manner specified in its respective Administration Agreement on a pro rata basis with regard to the total funds deposited in the Trust Fund by such Donor relative to the total funds deposited in the Trust Fund by the Donor, all calculated as Holding Currency amounts. 5.2 The Donor may cancel all or part of such Donor's pro rata share, and the Bank may cancel all or any Donor's pro rata share, upon three (3) months' prior written notice, of the Contribution (paid and not yet paid) that are not committed pursuant to any agreements entered into between the Bank and any consultants and/or other third parties for the purposes of this Administration Agreement, including any Grant Agreements, prior to the receipt of such notice. In the event of a cancellation, the Bank shall return to the Donor its pro rata share in the Holding Currency as specified in paragraph 2.2 of this Annex 2; unless otherwise agreed between the Bank and the Donor. 5.3. If in the reasonable opinion of the Donor, the Bank has failed to comply to a material extent with its obligations under this Administration Agreement, the Donor and the Bank agree to discuss the non-compliance with a view to resolving the matter. If the Bank and the Donor fail to agree on the measures to be taken or the Bank fails to take relevant measures as may be agreed between the Donor and the Bank, the Donor may, upon thirty (30) days prior written notice, withhold all or any portion of an Installment that has not yet been disbursed to the Bank, until such time as the measures have been taken. 6. Disclosure; Visibility 6.1. The Bank and the Donor agree that the Administration Agreements will be made publicly available and that any related information on this Trust Fund in the Bank's and the Donor's possession may be publicly disclosed in accordance with (i) the Bank's policies and procedures with respect to any such information in the Bank's possession; and (ii) the Donor's applicable laws with respect to any such information in the Donor's possession. 6.2. Notwithstanding paragraph 6.1 above, neither the Bank nor the Donor shall publicly disclose information in their respective possession related to the Trust Fund that has been indicated or marked in writing by either Party as confidential, unless prior written consent has been obtained from the Party providing the information or the Donor is otherwise obliged to do so under applicable laws with respect to information in its possession. 6.3. Notwithstanding paragraphs 6.1 and 6.2 above, the information provided under paragraphs 4.4 (ii) and 4.4 (iii) shall be subject to the terms of confidentiality accompanying such information, and the Donor shall not disclose such information outside the office to which the information is provided, unless: (i)/p prior written consent has 14 been obtained from the Bank; or (ii) the Donor is obliged to do so in accordance with applicable laws, in which case the Donor will notify the Bank accordingly prior to such disclosure. If the Donor is not able to commit to keep such information confidential in accordance with its applicable laws, then the Donor shall inform the Bank accordingly. 6.4. Where appropriate to do so, the Bank will acknowledge, the Donor's contributions in references made by the Bank with respect to the Trust Fund in publications, press releases or other similar written materials. 7. Dispute Resolution; Limitation on Donor Liability 7.1. The Donor and the Bank shall use their best efforts to amicably settle any dispute, controversy, or claim arising out of or relating to the Administration Agreements. 7.2. In providing funds under this Administration Agreement, the Donor does not accept any responsibility or liability towards any third parties including any claims, debts, demands, damage or loss as a result of the implementation of the activities under the Trust Fund. 15 ANNEX 3 GOVERNANCE This Annex shall be applicable to and form an integral part of the Administration Agreement for the Trust Fund between the Bank and the Donor. The Bank convenes a Steering Committee (SC) to: (i) provide strategic guidance and direction on the implementation of the Trust Fund activities, (ii) endorse annual work plans and budgets presented by the Bank, and (iii) review progress reports provided by the Bank based on the results framework for the trust fund. The SC consists of representatives of the Bank, a representative of each Directorate General of the European Commission and EU delegation that is supporting the program described in Annex I of this Administration Agreement by contributing to the Trust Fund. The SC meets annually, as convened by the Bank. Decisions are made by consensus. 16