OFFICIAL IBRD*IDA I WORLD BANK ROUP Ousmane Dione Country Director for Vietnam East Asia and Pacific Region November 13, 2017 H.E. L8 Minh Hrng Governor State Bank of Vietnam Hanoi Socialist Republic of Vietnam Re: GFDRR Grant No. TF0A5606 Vietnam: Emergency Natural Disaster Reconstruction Project Letter Agreement Excellency: 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 various donors under the Global Facility for Disaster Risk Reduction and Recovery trust fund, proposes to extend to the Recipient a grant in an amount not to exceed one million nine hundred thousand and ninety five United States Dollars (USD 1,995,000) ("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 Part 2 of the project described in Schedule I to the Financing Agreement ("Project") of even date herewith between the Recipient and the International Development Association ("Financing Agreement"). This Grant is funded out of the abovementioned trust fund for which the World Bank receives periodic contributions from various donors. 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 donors 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 Part 2 of the Project in accordance with the terms and conditions set forth or referred to in this Agreement. 8' Floor, 63 Ly Thai To, Hanoi, Vietnam/Phone: (84-24) 39346600/Fax: (84-24) 39346597 H.E. L8 Minh Hung -2- November 13, 2017 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. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT/ INTERNATIONAL DEVELOPMENT ASSOCIATION By_ Ousmane Dione Country Director for Vietnam East Asia and Pacific Region AGREED: SOCIALIST REPUBLIC OF VIETNAM By_ Authorize epresentative Name N 1 0 , Title GhVtrYLOr Date: N0YV6wvbe/ 30 90w 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 the "Disbursement Guidelines for Investment Project Financing", dated February 2017 H.E. IU Minh Hung -3- November 13, 2017 GFDRR Grant No. TF0A5606 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, in this Agreement, or in the Financing Agreement; and the following additional terms shall have the following meaning: (a) "Central Committee for Natural Disaster Prevention and Control" means committee established and maintained by MARD in respect of the Recipient's Respective Part of the Project, in accordance with Section 2.03.(a) of Article II to this Agreement, or any successor thereto. (b) "Incremental Operating Costs" means the reasonable cost of incremental eligible expenditures incurred by the Recipient as well as concerned participating agencies and local beneficiaries in the implementation of the Project, based on the Annual Work Plans, which expenditures would not have been incurred absent the Project, including the costs of consumables, operation, maintenance, and/or rental of equipment and vehicles; communication costs; bank charges; advertising expenses; information and communication campaigns, including media costs; 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", "vidn ch(rc"). (c) "MARD" means the Recipient's Ministry of Agriculture and Rural Development, or any successor thereto; and the Designated Agency for the purposes of the Financing Agreement. (d) "Project Management Unit" means the unit established and maintained by MARD in respect of the Recipient's Respective Part of the Project, in accordance with Section 2.03.(a) of Article II to this Agreement, or any successor thereto. H.E. IU Minh Hung -4- November 13, 2017 Article II Project Execution 2.01. Project Objective and Description. The objective of the Project is to reconstruct and rehabilitate infrastructure assets in the disaster affected Project Provinces and strengthen the capacity of the Recipient to effectively respond to future disaster events. The Project consists of the parts described in Schedule 1 to the Financing Agreement. 2.02. Project Execution Generally. Section I (Implementation Arrangements) and Section II (Project Monitoring, Reporting and Evaluation) of Schedule 2 to the Financing Agreement are hereby incorporated by reference and shall apply, mutatis mutandis, to this Agreement, and the Recipient undertakes to comply with the provisions thereof to the same extent as if such provisions had been set out in full in this Agreement, provided that for the purposes of this Agreement: (1) the references to the "Designated Agency" shall be construed as references to MARD; (2) the references to the "Financing" in said Sections shall be construed as references to the Grant provided for under this Agreement; (3) the references to the "Association" in said Sections shall be construed as references to the World Bank; (4) the reference to Section 4.08 of the General Conditions in Section II.A of Schedule 2 to the Financing Agreement shall be construed as reference to Section 2.06 of the Standard Conditions; and (5) the references to Section 4.09 and 4.09 (b) of the General Conditions in Section II.B of Schedule 2 to the Financing Agreement shall be construed as references to Section 2.07 and 2.07 (b) of the Standard Conditions. 2.03. Other Institutional Arrangements. For the purpose of Section I.A.2 of Schedule 2 to the Financing Agreement, the Recipient shall, through MARD, throughout the period of implementation of its Respective Part of the Project, maintain the following entities with composition, powers, functions, staffing, facilities and other resources satisfactory to the World Bank: (a) the Central Committee for Natural Disaster Prevention and Control, responsible for providing overall policy and institutional guidance on its Respective Part of the Project implementation and facilitating coordination among different implementing agencies at the national and provincial level; and (b) the Project Management Unit, responsible for: (i) planning and managing the implementation of its Respective Part of the Project, including financial management and procurement; (ii) ensuring coordination among all relevant departments and agencies; and (iii) monitoring and reporting. 2.04. Procurement. All goods non-consulting services and consulting services required for Part 2 of 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 the "World Bank Procurement Regulations for Borrowers under Investment Project Financing" dated July 1, 2016 ("Procurement Regulations"), and the provisions of the Recipient's procurement plan for the Project ("Procurement Plan") dated [insert the date of the Procurement Plan] provided H.E. IU Minh Hung -5- November 13, 2017 for under Section IV of the Procurement Regulations, as the same may be updated from time to time in agreement with 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 "Disbursement Guidelines for Investment Project Financing" dated February 2017, as revised from time to time by the World Bank and as made applicable to this Agreement pursuant to such instructions), to finance 100% of Eligible Expenditures consisting of goods, consulting services, non-consulting services, and Incremental Operating Costs under Part 2 of the Project 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 this Agreement. 3.03. Withdrawal Period. The Closing Date referred to in Section 3.06 (c) of the Standard Conditions is July 31, 2020. Article IV Effectiveness; Termination 4.01. Condition of effectiveness. This Agreement shall not become effective until evidence satisfactory to the World Bank has been furnished to the World Bank that the Financing Agreement has been executed and delivered and all conditions precedent to its effectiveness or to the right of the Recipient to make withdrawals under it (other than the effectiveness of this Agreement) have been fulfilled. 4.02. Effective Date. Except as the Recipient and the World Bank shall otherwise agree, this Agreement shall enter into effect on the date upon which the World Bank dispatches to the Recipient notice of its acceptance of the evidence required pursuant to Section 5.01 ("Effective Date"). If, before the Effective Date, any event has occurred which would have entitled the World Bank to suspend the right of the Recipient to make withdrawals from the Grant Account if this Agreement had been effective, the World Bank may postpone the dispatch of the notice referred to in this Section until such event (or events) has (or have) ceased to exist. 4.03. Termination for Failure to Become Effective. This Agreement and all obligations of the parties under it shall terminate if it has not entered into effect by the date ninety (90) days after the date of this Agreement, unless the World Bank, after consideration of the reasons for the delay, establishes a later date for the purpose of this Section. The World Bank shall promptly notify the Recipient of such later date. H.E. L8 Minh Hung -6- November 13, 2017 Article V Recipient's Representative; Addresses 5.01. 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. 5.02. 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, Vietnam Facsimile: (84-4) 3825 0612 5.03. 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 Facsimile: 1-202-477-6391