DOCUMENTS 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 April 4, 2013 H. E. Nguy6n Vdn Binh Governor State Bank of Vietnam 49 Ly Thai To Street Hanoi, Vietnam Re: Socialist Republic of Vietnam: Australian Trust Fund for the AusAID-World Bank Strategic Partnership in Vietnam Grant No. TF013116-VN Dan Giay-Phan Thiet Expressway PPP Pro*ect Dear Governor Binh: In response to the request for financial assistance made on behalf of the Socialist Republic of Vietnam ("Recipient"), I am pleased to inform you that the International Bank for Reconstruction and Development / International Development Association ("World Bank"), acting as administrator of grant funds provided by the Government of Australia ("Donor"), acting through the Australian Agency for International Development (AusAID), under the Australian Trust Fund for the AusAID-World Bank Strategic Partnership in Vietnam (Trust Fund No. TFO71834), proposes to extend to the Recipient a grant in an amount not to exceed one million eight hundred thousand Australian Dollars (AU$1,800,000) ("Grant") on the terms and conditions set forth or referred to in this letter agreement ("Agreement"), which includes the attached Annex, to assist in the financing of the project described in the Annex ("Project"). This Grant is funded out of the abovementioned trust fund for which the World Bank receives periodic contributions from the Donor. In accordance with Section 3.02 of the Standard Conditions (as defined in the Annex to this Agreement), the World Bank's payment obligations in connection with this Agreement are limited to the amount of funds made available to it by the Donor under the abovementioned trust fund, and the Recipient's right to withdraw the Grant proceeds is subject to the availability of such funds. 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 / INTERNATIONAL DEVELOPMENT ASSOCIATION By Keiko Sato Acting Country Director for Vietnam East Asia and Pacific Region AGREED: SOCIALIST REPUBLIC OF VIETNAM By Authorized Representative Name p 1 wnfl Title Qnjmnrer Date. Aori. 9- 9x e Enclosures: (1) Standard Conditions for Grants Made by the World Bank Out of Various Funds, dated February 15, 2012. (2) Disbursement Letter of the same date as this Agreement, together with World Bank Disbursement Guidelines for Projects, dated May 1, 2006. -2- ATF Grant No. TF013116-VN 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 February 15, 2012 ("Standard Conditions") 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. In particular, the following terms have the following meanings: (a) "Ministry of Transport" or "MOT" means the Recipient's Ministry of Transport responsible for the management of transport, or a successor thereto; (b) "Private Public Partnership" or "PPP" means the approach of partnership between private and public entities to assist the Recipient's government in developing a program to leverage private investment into infrastructure sectors; (c) "Dau Giay - Phan Thiet Expressway PPP Project" or "DPEP" means the project under preparation for the construction of an expressway between Dau Giay province and Phan Thiet province; (d) "DPEP PPP Unit" means the unit established by the Recipient's Ministry of Transport pursuant to its Decision Number 1815/QD-BGTVT dated August 3, 2012, which is responsible for the daily implementation of this Project and the DPEP; (e) "Incremental Operating Costs" means the reasonable cost of incremental eligible expenditures incurred by the Recipient and implementing agencies as well as concerned participating agencies and local beneficiaries in the implementation of the Project, based on annual work plans and budgets approved by the Association, which expenditures would not have been incurred absent the Project, including the costs of consumables, operation, maintenance, and/or rental of equipments and vehicles; communication costs; information and communication campaigns; transportation costs; and per diem for Project staff including contracted staff and other participants for purposes of Project implementation, management, and supervision; and wages of contracted staff; but in all cases excluding salaries, salary allowances, and salary supplements of the Recipient's civil servants ('c6ng ch(rc' and 'vi8n ch(rc'); (f) "Project Management Unit of Road Number 1" or "PMU 1" means the unit established by the Recipient's Ministry of Transport pursuant to its Decision Number 1669 QD/TCCB-LD dated August 21, 1993, which is responsible for the daily implementation of this Project, among other things; and -3- (g) "Training and Workshops" means the reasonable costs of expenditure incurred by the Recipient, based on annual budgets approved by the Association, in facilitating and conducting domestic and overseas training and workshop activities under the Project, including costs of training or workshop materials, equipment and venue rental, honoraria for trainers and/or speakers (including civil servant trainers and/or speakers), and per diem and transportation for those attending the training or workshop; but excluding salary and salary supplements of the Recipient's civil servants ('c6ng chi]rc' and 'vien ch(rc'). Article II Project Execution 2.01. Project Objective and Description. The objective of the Project is to support the Recipient with the preparation of the Dau Giay - Phan Thiet Expressway PPP Project (DPEP) by strengthening its capacity, and facilitating transfer of knowledge and global best practices, procedures, and frameworks to ensure its viability and the preparation for DPEP to internationally acceptable standards. The Project consists of providing technical assistance to the Ministry of Transport for the preparation of the DPEP, including: a) Finalization of the contractual arrangements as well as preparation of necessary government regulations to implement the DPEP; b) Preparation of safeguards instruments for the DPEP, which meet international standards; c) Management of domestic and international communications through the external affairs and communication experts; and d) Provision of training to the DPEP staff to provide them with substantial exposure to international practices in the relevant field. 2.02. Project Execution Generally. The Recipient declares its commitment to the objective of the Project. To this end, the Recipient shall carry out the Project through its MOT 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 and revised in January 2011 ("Anti-Corruption Guidelines"); and (c) this Article II. 2.03. Institutional and Other Arrangements. (a) The Recipient shall be responsible for Project management, implementation, including administrative and financial management, disbursement, and procurement, and monitoring and evaluation through the PMU 1 and the DPEP PPP Unit. (b) To this end, the Recipient shall maintain, throughout Project implementation, the PMU I and the DPEP PPP Unit within the MOT, each with an adequate institutional framework, functions, and resources, including competent personnel in adequate numbers, as shall be required for purposes of Project implementation. -4- 2.04. Donor Visibility and Visit. (a) The Recipient shall take or cause to be taken all such measures as the World Bank may reasonably request to identify publicly the Donor's support for the Project. (b) For the purposes of Section 2.09 of the Standard Conditions, the Recipient shall, upon the World Bank's request, take all measures required on its part to enable the representatives of the Donor to visit any part of the Recipient's territory for purposes related to the Project. 2.05. Project Monitoring, Reporting and Evaluation. (a) The Recipient shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 2.06 of the Standard Conditions and on the basis of the indicator(s) acceptable to the World Bank. Each Project Report shall cover the period of one (1) calendar semester, and shall be furnished to the World Bank not later than forty- five (45) days after the end of the period covered by such report. (b) The Recipient shall 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 six (6) months after the Closing Date. 2.06. 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 Statements for each such period shall be furnished to the World Bank not later than six (6) months after the end of such period. 2.07. Procurement (a) General. All goods, non-consulting services and consultants' 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 of Goods, Works and Non- consulting Services under IBRD Loans and IDA Credits & Grants by World Bank Borrowers" dated January 2011 ("Procurement Guidelines"), in the case of goods and non-consulting services; -5- (ii) Sections I and IV of the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits & Grants by World Bank Borrowers" dated January 2011 ("Consultant Guidelines") in the case of consultants' services; and (iii) The provisions of this Section, as the same shall be elaborated in the procurement plan prepared and updated from time to time by the Recipient for the Project in accordance with paragraph 1.18 of the Procurement Guidelines and paragraph 1.25 of the Consultant Guidelines ("Procurement Plan"). (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 Sections II and III of the Procurement Guidelines, or Sections II, III, IV and V of 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 sub-paragraph (ii) below, goods and non-consulting services shall be procured under contracts awarded on the basis of International Competitive Bidding; (ii) The following methods, other than International Competitive Bidding, may be used for procurement of goods and non-consulting services for those contracts which are specified in the Procurement Plan: (A) Shopping; and (B) 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 Quality- and Cost-based Selection. (ii) The following methods may be used for the procurement of consultants' services for those assignments which are specified in the Procurement Plan: (A) Least Cost Selection; (B) Selection based on Consultants' Qualifications; (C) Single Source Selection of Consulting Firms; (D) Selection of Individual Consultants; and (E) Single Source 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. 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 one hundred percent (100%) of Eligible Expenditures consisting of -6- goods, consultants' services, Incremental Operating Costs, and Training and Workshops, inclusive of Taxes. 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 September 03, 2014. 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 or a Deputy Governor of 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 Street Hanoi Vietnam Cable: Telex: Facsimile: VIETBANK 412248 84-4-3825-0612 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/ International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable: Telex: Facsimile: INTBAFRAD INDEVAS 248423 (MCI) or 1-202-477-6391 Washington, D.C. 64145 (MCI) -7-