OFFICIAL Fo; 733 DCCUMENTS 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 JqL\A,YW !q2014 H.E. Nguyen VAn Binh Governor State Bank of Vietnam 49 L' ThAi T6 HA N6i Socialist Republic of Vietnam Re: Grant No. TF015733 Grant Agreement for co-financing the Vietnam Road Asset Management Proiect Excellency: In response to the request for financial assistance made on behalf of Socialist Republic of Vietnam ("Recipient"), I am pleased to inform you that the International Bank for Reconstruction and Development ("Bank") and the International Development Association ("Association"), (collectively, the "World Bank"), acting as administrator of grant funds provided by the Government of Australia ("Donor") under the Australian Trust Fund for AusAID-World Bank Strategic Partnership in Vietnam (TF071834), propose to extend to the Recipient, a grant in an amount not to exceed one million seven hundred thousand Australian Dollars (AUD1,700,000) ("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 Part I 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 Association has also agreed to provide a credit to the Recipient in an amount equivalent to one hundred sixty two million six hundred thousand Special Drawing Rights (SDR 162,600,000) to finance the Project, under the Financing Agreement (as this term is defined in Section 1.02 of the Annex to this Agreement). 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 L2&0CPULO Victoria Kwakwa Country Director, Vietnam East Asia and Pacific Region AGREED: SOCIALIST REPUBLIC O VIETNAM By: Authorized Representative Name: Vovy_ __ _V_Vh Title: (aover\or Date: Tanxo 441 2-04 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 Grant No. TF015733 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 the Financing Agreement (as hereinafter defined), or in this Agreement, and the following additional terms shall have the following meanings: (a) "Financing Agreement" means a financing agreement dated for the Vietnam Road Asset Management Project, between the Recipient and the Association, providing a Credit to finance the Project. (b) "Project" means the project described in Schedule I of the Financing Agreement. Article II Project Execution 2.01. Project Objectives and Description. (a) The objective of the Project is to improve the efficiency and sustainability of the road asset management and maintenance practices performed by the Ministry of Transport on national roads in Vietnam. The purpose of this Grant is to co-finance activities under Part I of the Project (the "Activities"), set forth in Schedule 1 to the Financing Agreement. (b) The provisions of Schedule 1 to the Financing Agreement, as may be amended from time to time, are incorporated herein by reference and apply to this Agreement, mutatis mutandis. 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 Ministry of Transport 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. The Recipient shall carry out the Activities in accordance with the Implementation Arrangements set forth in Section I of Schedule 2 to the Financing Agreement, which are incorporated herein by reference and apply to this Agreement, with the following modifications, unless the context otherwise requires: (i) the term "Association" shall be read as "World Bank"; (ii) the term "this Agreement" shall be read as "the Grant Agreement". 3 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 indicators 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 as part of the Project Report not later than forty- five (45) days after the end of each calendar semester, covering the semester, 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 audit of the Financial Statements shall cover the period of one (1) fiscal year of the Recipient, or any other periods acceptable to the World Bank. 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. The provisions of Section III of Schedule 2 to the Financing Agreement are incorporated herein by reference and apply to this Agreement, mutatis mutandis. 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 100% of Eligible Expenditures consisting of goods, consultants' services under Part I of the Project, inclusive of Taxes. 4 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 June 30, 2016. Article IV Additional Remedies 4.01. Additional Events of Suspension. The Additional Events of Suspension referred to in Section 4.02 (k) of the Standard Conditions consist of the following: (i) the Financing Agreement has failed to become effective by the date ninety (90) days after the date of its signing, or such later date as the World Bank shall have established by notice to the Recipient; and (ii) the Recipient has failed to perform any of its obligations under the Financing Agreement. 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 Cable address: Telex: Facsimile: VIETBANK 412248 (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/ International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable: Telex: Facsimile: 5 INTBAFRAD INDEVAS 248423 (MCI) or 1-202-477-6391 Washington, D.C. 64145 (MCI) 6