OFFICIAL DOCUMENTS Administration Agreement between the Swiss Confederation, represented by the Federal Department of Foreign Affairs, acting through the Swiss Agency for Development and Cooperation and the International Bank for Reconstruction and Development and the International Development Association regarding the Multi-Donor Trust Fund for the Tunisia Governance, Financial Sector and Local Governments (Trust Fund No. TFO72692 parallel to original Trust Fund No. TFO72287) 1. The International Bank for Reconstruction and Development and the International Development Association (collectively, the "Bank") acknowledge that the Swiss Agency for Development and Cooperation (SDC) (the "Donor", and together with the Bank, the "Parties" and each a "Party") agrees to provide, subject to legislative appropriations, the sum of eight hundred thousand Swiss Francs (CHF800,000) (the "Contribution") for the Multi-donor Trust Fund for the Tunisia Governance, Financial Sector and Local Governments, No. TF072692 (the "Trust Fund") in accordance with the terms of this Administration Agreement. Other donors are also expected to contribute to the Trust Fund on the terms and conditions specified in the Annexes to this Administration Agreement. 2. The Contribution shall be used to finance the activities set forth in the "Multi-donor Trust Fund for the Tunisia Governance, Financial Sector and Local Governments 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 the provisions on "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 paragraph 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) By March 31, 2020- CHF 640,000 (B) By September 30, 2020- CHF 160,000 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 Installments forward or delay them, the Bank and the Donor will discuss and agree to revise the Installment schedule, as confirmed by the Bank to the Donor in writing. 4. 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 TF072692 (Multi-donor Trust Fund for the Tunisia Governance, Financial Sector and Local Governments), 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. 5. 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: 1 6. For the Bank (the "Bank Contact"): Zouhour Karray Program Manager Country Management Unit/Tunisia Country Office The World Bank TUNWB - Immeuble Le Boulevard, third floor, cit6 les Pins, Les Berges du Lac 2, 1053, Tunis Tel: +21652553780 Fax: +21631373061 E-mail: arauwolbnor For the Donor (the -Ionor Contac"): Karima KEFI National Program Officer International Cooperation Division Swiss Embassy in Tunisia 22, rue Platon, Z.A. Kheireddine, 2015 Le Kram - Tunis Tel: +216 70 028 277 /+216 28 742 202; Fax. +216 71 180 234 E-m ail: ka---i-- - ---i-a--d--.udm i ---.--h 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 TF072692 (Multi-donor Trust Fund for the Tunisia Governance, Financial Sector and Local Governments), and the date of the deposit. The Bank shall provide a copy of such information to the Donor. 8. At the date of Bank's signature of this Administration Agreement, the Indirect Rate (as defined in Annex 1 to this Administration Agreement) is 17%. 9. All annexes hereto 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. Unless otherwise specified in an annex hereto, this Administration Agreement may be amended only by written amendment between the Bank and the Donor; provided, however, that any annexes to this Administration Agreement may be amended only by written amendment of all donors contributing to the Trust Fund. 10. 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. 2 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT INTERNATIONAL DEVELOPMENT ASSOCIATION JeskoS,fHut telj Country Director for The Maghreb and Malta Date: T42z SWISS CONFEDERAI (N, REPRESENTED BY THE FEDERAL DEPARTMENT OF FOREIGN AFFAIRS, ACTING I JROL G THE SWISS AGENCY FOR DEVELOPMENT AND COOPERATION By: _ < Etienne Th6voz Swiss Ambassador to Tunisia Date: c By: Patrik Zimmerli Deputy Head of Cooperation, Swiss Embassy in Tunisia Date: 3 ANNEX 1 Multi-donor Trust Fund for the Tunisia Governance. Financial Sector and Local Governments This Annex shall be applicable to and form an integral part of all administration agreements for the Trust Fund (collectively, the "Administration Agreements" and each an "Administration Agreement") between the Bank and aniy entities that provide any funds to the Trust Fund (collectively, the "Donors"). 1. Obiectives The objectives of the Trust Fund are to provide technical assistance, capacity building and equipment stipport to the Republic of Tunisia to foster good public governance in the field of decentralization and public finance and to support financial stability. 2. Activities As further described in the Project Concept Note, the activities (which may be described as "components" of activities) to be financed by the Trust Fund are: 2.1 Bank-executed activities, for which the Bank has implementation responsibility include: (a) Provision of technical assistance to support Tunisia in the strengthening of its public financial management capacity. (b) Supporting Tunisia in building-up and managing its financial sector. (c) Provision of technical assistance to Tunisia for coordinating and preparing reports. (d) Support Tunisia's local governments and the central government in their decentralization effort. (e) Management and administration activities for the Trust Fund, including but not limited to, supporting 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 activities. 2.2 Recipient-executed activities, for which one or more Recipients (as defined in Annex 2) have implementation responsibility, are: Provision of equipment to Tunisia's local governments and central agencies. 3. Elipgible Expenditures 3.1 For Bank-executed activities, the Trust Fund funds may be used to finance: (a) staff costs (excluding short term consultants and temporaries); (b) short-term consultants and temporaries; (c) contractual services; (d) equipment and office premises lease cost; (e) media, workshops, conferences and meetings; and 4 (f) travel expenses. 3.2 For purposes of this paragraph 3: (i) "staff costs (excluding short term consultants and temporaries)" includes salaries, benefits and the Indirect Rate charged to the Trust Fund as applicable under Bank policies and procedures; and (ii) "short term consultants and temporaries" includes fees and the Indirect Rate charged to the Trust Fund as applicable under Bank policies and procedures. 3.3 The "Indirect Rate" means the indirect rate, defined as a percentage of personnel costs and available at the Development Partner Center website, as such rate may be revised from time to time by the Bank and applied to this Trust Fund, in accordance with its policies and procedures. 3.4 For Recipient-executed activities, the Trust Fund funds may be used to finance goods. 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. P'roAri1m1 Criteria 5.1 Activities are to be financed in accordance with the following program criteria: The proposed Trust Fund will pool resources into one programmatic instrument with activities to be decided by the Bank with coordination among the main stakeholders in the area and under the strategic guidance of the program Steering Committee. 5 ANNEX 2 Standard Provisions This Annex shall be applicable to and form an integral parl of all Administration Agreements between the Bank and the respective Donors. 1. Adniistration oIf the COnt ributions 1.1 The Bank shall be responsible only for performing those lunctions specifically set forth in this Administration Agreement, including its annexes, and shall not be subject to any other duties or responsibilities to the Donors, 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 Each Donor's Contribution (collectively, the "Contributions") 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 Charter of the United Nations. 'The Donors acknowledge 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 a Donor. 2. Mlanagemuen( of the CoItributions 2.1 The funds deposited in the Trust Fund shall be accounted for as a single trust find and shall be kept separate and apart from the funds of the Bank. The finds 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 United States Dollars (the "Holding Currency"). 2.3 Donors agree to deposit their Contributions in the Contribution Currency stated in their respective 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 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 Batik 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. 6 3. Accounting and F,inancini R?eporting 3.1 The Bank shall maintain separate records and ledger accounts in respect of the finds deposited in the Trust Fund and disbursements made therefrom. 3.2 The Bank shall funish 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 Donor Center secure 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 Donors via the World Bank's Trust Funds Donor Center secure website. 3.3 The Bank shall provide to the Donors via the World Bank's Trust Fund Donor Center secure website, within six (6) months following the end of each Bank fiscal year, an annual single audit report, comprising (i) a management assertion together with an attestation 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 a 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. 3.5 The Bank shall make available to the Donors copies of all financial statements and auditors' reports received by the Bank from Recipients pursuant to any Grant Agreements (as defined below) in accordance with the Bank's Access to Information Policy. 4. Pro,rcss Reporting 4.1. The Bank shall provide the Donors with semi-annual reports on the progress of activities financed by the Contributions. Within six (6) months of the End Disbursement Date (as defined below), the Bank shall furnish to the Donors a final report on the activities financed by the Trust Fund. 4.2 Any 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. 5. DIisbursement; Cticellation; Refund 5.1 It is expected that the funds deposited in the Trust Fund will be fully disbursed by the Bank by December 31, 2020 (the "End Disbursement Date"). The Bank shall only disburse funds deposited in the Trust Fund for the purposes of this Administration Agreement (other than returns to Donors) after such date to the extent such date is changed in accordance with amendments made to the Administration Agreements 7 71Y of all the Donors. Following the End Disbursement Date, the Bank shall return any remaining balance of the Trust Fund to each 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 all Donors, all calculated as Holding Currency amounts. 5,2 Any Donor may cancel all or part of such Donor's pro rai share, and the Bank may caicel all or any Donors' pro au shares, upon three (3) months' prior written notice, of any Contributions (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 aro 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. 6. DisclnsureJ)ispte Resolution 6.1 The Bank shall disclose the Administration Agreements and related information on this Trust Fund in accordance with the Bank's Policy on Access to Information. By entering into Administration Agreements, the Donors consent to such disclosure of their respective Administration Agreements and such related information. 6.2 The Donors and the Bank shall use their best ellbrts to amicably settle any dispute, controversy, or claim arising out of or relating to the Administration Agreements. 7. Grants to Recipients 7.1 The Bank shall, as administrator of the Trust Fund on behalf of the Donors, enter into one or more grant agreements (the "Grant Agreements") with recipients (the "Recipients") consistent with the purposes of this Administration Agreement and on the terns and conditions set forth in the Grant Agreements. Grant Agreements may be entered into up to the maximum amount of the Contributions that all Donors have agreed to make available under the Administration Agreements between the Bank and the Donors. 7.2 The Bank shall be responsible for the supervision of the activities financed under any Grant Agreements. Subject to the consent of any relevant Recipients, representatives of the Donors may be invited by the Bank to participate in Bank supervision missions related to the Trust Fund. 7.3 The Batik shall promptly inform the Donors of any significant modification to the terms of any Grant Agreements and of any contractual remedies that are exercised by the Bank under any Giant Agreements. To the extent practicable, the Bank shall afford the Donors the opportunity to exchange views before effecting any such modification or exercising any such remedy. 8. Trust Fund Fee 8.1 The Bank shall calculate a fee each time funds (the "Grant Amount") from the Trust Fund become committed under a Grant Agreement. Such commitment shall occur when such Grant Agreement is fully countersigned (the "Calculation Date"). The fee so calculated by the Bank shall be based on the cumulative total of funds from the Trust Fund committed under all Grant Agreements that have been fully countersigned on or prior to the Calculation Date (the "Cumulative Grant Total"). The calculated fee shall depend on where the Cumulative Grant Total stands as the Grant Amount is added and shall be determined in accordance with the following schedule: 8 (i) 5% of any portion of the Grant Amount that results in a Cumulative Grant Total below or equal to US$ 50 million or equivalent; plus (ii) 4% of any portion of the Grant Amount that results in a Cumulative Grant Total above US$ 50 million or equivalent and below or equal to US$ 500 million or equivalent; plus (iii) 3% of any portion of the Grant Amount that results in a Cumulative Grant Total above US$ 500 million or equivalent and below or equal to US$ 1 billion or equivalent; plus (iv) 2% of any portion of the Grant Amount that results in a Cumulative Grant Total above US$ I billion or equivalent. 8.2 Following each Calculation Date, the Bank shall deduct from the Trust Fund account, TF072692, and retain for its own account, the fee as set forth above. Grant Amounts may not exceed the balance of uncommitted funds in the Trust Fund net of the related fee. 9 ITTV ANNEX 3 Governance This Annex shall be applicable to and form an integral part of all Administration Agreements between the Bank and the respective Donors. The Trust Fund shall be supervised by a Steering Committee (SC) especially focusing on project results, activities oversight, and strategic orientations. The SC shall meet at least yearly. It shall be chaired by the World Bank Country Manager and shall comprise: (i) representatives from the Donors; (ii) representatives from the Ministry of Economy and Finance and the Central Bank of Tunisia; (iii) representatives from the Ministry of Local Affairs; (iv) representatives from the Ministry of Development, Investment and International Cooperation; (v) a Bank staff from the Governance Department based in Tunis; (vi) a Bank staff from the Finance and Markets Global Practice based in Tunis; and (vii) a Bank staff from the Social, Urban, Rural and Resilience Global Practice. Review of proposals shall be carried out by a Technical Committee (TC) that shall meet at least every quarter. The TC shall also consider proposals for funding on a virtual basis. The TC shall comprise: (i) representatives from the Donors; (ii) representatives from the World Bank and (iii) optionally, ad hoc technical reviewers. The programmatic Trust Fund shall support the costs for a Program Coordination Unit (PCU) who shall aid coordination, selection of proposals and detailed operational/progress reporting. Selection of proposals: the relevant Bank staff holds regular meetings with officials of the Republic of Tunisia, overarching areas of support needed in the sector. The Republic of Tunisia or the PCU prepares those proposals and submits them to the TC on a rolling basis. 10