OFFICIAL -cwb DOCUMENTS The World Bank E-32, Agargaon, Sher-e-Bangla Nagar, Dhaka 1207, Bangladesh Phone: (880-2) 5566-7777, Facsimile: (880-2) 5566-7778 Rajashree Paralkar Acting Country Director for Bangladesh, Bhutan and Nepal October 5, 2016 Ms. Beate K. Elsaesser Director of Cooperation Embassy of Switzerland in Bangladesh Bay's Edgewater, 8th Floor Plot 12, North Avenue Gulshan-2, Dhaka Dear Ms. Elsaesser: Administration Agreement between the Swiss Agency for Development and Cooperation and the International Bank for Reconstruction and Development and the International Development Association concerning the Bangladesh Accelerating Local Government Development for Improved Service Delivery Single-Donor Trust Fund (No. TFO 72665) 1. The International Bank for Reconstruction and Development and the International Development Association (collectively, the "Bank") acknowledges that the Swiss Agency for Development and Cooperation (SDC) (the "Donor", and together with the Bank, the "Parties" and each a "Party") agrees, subject to legislative appropriations, to provide the sum of three million nine hundred fifty thousand Swiss Francs (CHF 3,950,000) (the "Contribution") for the Bangladesh Accelerating Local Government Development for Improved Service Delivery Single-Donor Trust Fund, No. TF072665 (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 "Bangladesh Accelerating Local Government Development for Improved Service Delivery 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. 3. The Donor shall deposit the Contribution in accordance with the following schedule and in the currency specified in Section I 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, CHF 1,580,000; (B) By October 30, 2017, CHF 1,000,000; (C) By October 30, 2018, CHF 975,000; and (D) By October 30, 2019, CHF 395,000. 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 Installments forward or delay Ms. Beate K. Elsaesser -2- October 5, 2016 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. 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 TF072665 (the "Bangladesh Accelerating Local government Development for Improved Service Delivery Single-Donor 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"): Qimiao Fan Country Director for Bangladesh The World Bank E-32, Agargaon, Sher-e-Bangla Nagar Dhaka 1207, Bangladesh Telephone: (880-2) 815-9001 Email: qfan@worldbank.org For the Donor (the "Donor Contact"): Beate K. Elsaesser, or any successor thereto Deputy Head of Mission/Director of Cooperation Embassy of Switzerland in Bangladesh Bay's Edgewater, 8th Floor Plot 12, North Avenue Gulshan-2, Dhaka 1212, Bangladesh Phone: +880 2 5505 1601 - 06 Fax: +880 2 5505 1614 Email: beate.eisaesser(@eda.admin.ch; www.eda.admin.ch/dhaka 7. In the event any amounts are to be returned to the Donor under this Administration Agreement, the Donor hereby instructs the Bank to transfer such amounts to the Donor balance account. 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. Ms. Beate K. Elsaesser -3- October 5, 2016 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. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT INTERNATIONAL DEVELOPMENT ASSOCIATION By:_____________ Name: Rajashree Paralkar Title: Acting Country Director for Bangladesh, Bhutan, and Nepal Date: S 2-o (L FEDERAL DEPARTMENT OF FOREIGN AFFAIRS (FDFA), EMBASSY OF SWITZERLAND SWISS AGENCY FOR DEVELOPMENT AND COOPERATION (SDC) By: Name: Beate K. Elsaesser Title: Director o Cooperation Date: T16 . Ms. Beate K. Elsaesser -4- October 5, 2016 ANNEX 1 Bangladesh Accelerating Local Government Development for Improved Service Delivery Trust Fund Description 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 project development objective is to provide analytical and capacity-building support to the Government of Bangladesh (GoB) to adopt further reforms and programs aimed at improving local service delivery and governance, and strengthening decentralization. 2. Activities The activities to be financed by the Trust Fund are: 2.1 Bank-executed activities, for which the Bank has implementation responsibility: (a) Contribute to improve the legal and policy frameworks for decentralization and local governance as well as measures that promote transparency, accountability and participation in local governments, including: (i) preparation of various knowledge products on functional and fiscal decentralization; (ii) strengthening of the urban forum and development of an urban strategy; and (iii) improving local government performance and governance, including public financial management, harmonizing local governance performance assessment, facilitating effective implementation of right to information act in selected local governments, designing a third party monitoring system and expanding Union Parishad helpline to include Pourashavas. (b) Facilitate the delivery of local public services, including improvements in strategic planning, financing, management and delivery of basic local public services, including: (i) piloting of city development strategies in selected local governments; (ii) support for Project preparation for select complex subprojects; and (iii) conducting municipal finance study. (c) Learning modalities and knowledge exchanges and think tank (d) 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. 3. Eliible Expenditures 3.1 For Bank-executed activities, the Trust Fund funds may be used to finance: (a) contractual services; (b) equipment and office premises lease cost; (c) media, workshops, conferences and meetings; (d) travel expenses; (e) short-term consultants and temporaries; (f) extended term consultants and temporaries; and Ms. Beate K. Elsaesser -5- October 5, 2016 (g) staff costs (excluding short term consultants and temporaries, and also excluding extended term consultants and temporaries). 3.2 For purposes of this section: (i) "staff costs (excluding short term consultants and temporaries, and also excluding extended term consultants and temporaries)" includes salaries, benefits and indirect rates charged to the Trust Fund as applicable under Bank policies and procedures; (ii) "extended term consultants and temporaries" includes fees, benefits and indirect rates charged to the Trust Fund as applicable under Bank policies and procedures; and (iii) "short term consultants and temporaries" includes fees and indirect rates 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 World Bank's Donor center secure 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. Ms. Beate K. Elsaesser -6- October 5, 2016 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, it being understood that any plural references in the annexes to Donors, Administration Agreements, Contributions and pro rata shares shall be read as singular references to the Donor, its Administration Agreement, its Contributions thereunder and the remaining uncommitted balance of the Trust Fund, respectively. 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 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. 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 Unites 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 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 transfer all income from such investment to the Donor's applicable donor balance account with the Bank. Ms. Beate K. Elsaesser -7- October 5, 2016 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 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. 4. Progress Reporting! 4.1. The Bank shall provide the Donors with semi-annual written progress reports by May 31 and November 30. The progress reports shall be provided with reference to the results framework agreed by the Bank and the Donors, as such results framework may be reviewed by the Parties from time to time. Within (6) months of the End Disbursement Date (as defined below), the Bank shall provide to the Donors with a final narrative report for 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. Disbursement; Cancellation; 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 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. Ms. Beate K. Elsaesser -8- October 5, 2016 5.2 Any Donor may cancel all or part of such Donor's pro rata share, and the Bank may cancel all or any Donors' pro rata 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 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. 6. Disclosure; Dispute 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 efforts to amicably settle any dispute, controversy, or claim arising out of or relating to the Administration Agreements.