3
[OGC-24 February 2009-PRC]
DELEGATED TA: TEMPLATE FOR TA LETTER AGREEMENT
[Date]
[Government]
Dear M______:
[TA No./Recipient Country/Name of TA]
We are pleased to inform you that on ______the Asian Development Bank (ADB) approved the provision of technical assistance (TA) to the Government of ______(the “Government”) in an amount not exceeding the equivalent of US$ ______(the “TA Grant”) for ______. The TA will be financed and carried out pursuant to (i) the Technical Assistance Framework Agreement between the Government and ADB dated ______(the “Framework Agreement”), and (ii) the arrangements described in this TA letter (the “TA Letter”). The ______will serve as the executing agency for the TA (the “Executing Agency”).
The TA will be provided ______[specify financing arrangements, e.g. entirely as a grant from ADB’s Technical Assistance Special Fund, etc.].
3. The TA is described in paragraphs ____ to _____ of the [TA Report][(] attached hereto as Annex 1. The terms of reference of the consultants that will be selected and recruited by [the Executing Agency] are in appendix __ of the [TA Report].
4. The Government shall cause the proceeds of the TA Grant to be applied to the financing of expenditures for the TA in accordance with the provisions of this TA Letter. The TA Grant shall be credited to an account opened or to be opened by ADB in its books in the name of the Government (the “TA Account”) and may be withdrawn therefrom in accordance with the provisions of Annex 2 to this TA Letter.
5. Except as ADB may otherwise agree, all consulting services, [equipment][1], [and other items of expenditure] to be financed out of the proceeds of the TA Grant shall be procured in accordance with the provisions of Annex 3 to this TA Letter.
6. The Government shall perform, or cause to be performed, all obligations set forth in Annex 4 to this TA Letter.
7. The TA shall be completed no later than ______, or such other date as may from time to time be agreed between the Government and ADB (the “TA Completion Date”).
8. Unless otherwise agreed by ADB, the Government may not make any withdrawals from the TA Account, after ______[(] (the “TA Closing Date”).
9. This TA Letter shall become effective on the date of receipt by ADB of the TA Letter duly countersigned by the Government (the “Effective Date”).
10. If these arrangements are acceptable to the Government, kindly have both copies of this letter countersigned on behalf of the Government and in the space indicated below. Please retain one copy for your records and return one original to ADB.
Sincerely,
ADB Officer
[Position]
[Division]
[Department]
Attachments: a/s
Confirmed:
On behalf of the Government:
______
Authorized Representative
(Signature over printed name in English)
Position:______
Date: ______
cc: [General Counsel]
[Principal Director, OSFMD]
[Country Director, RM]
ANNEX 1
[Technical Assistance Report] [Technical Assistance Concept Paper]
ANNEX 2
Allocation and Withdrawal of TA Grant Proceeds
General
1. The table attached to this annex sets forth the Categories of consultants, [equipment][and other items of expenditure] to be financed out of the proceeds of the TA Grant and the allocation of amounts of the TA Grant to each such Category (hereinafter called the Table). Reference to “Category” or “Categories” in this annex is to a Category or Categories of the Table.
Reallocation
2. Notwithstanding the allocation of TA Grant proceeds set forth in the Table,
(a) if the amount of the TA Grant allocated to any Category appears to be insufficient to finance all agreed expenditures in that Category, ADB may, in consultation with the Government, reallocate to such Category, to the extent required to meet the estimated shortfall, amounts of the TA Grant which have been allocated to another Category but, in the opinion of ADB , are not needed to meet other expenditures; and
(b) if the amount of the TA Grant then allocated to any Category appears to exceed all agreed expenditures in that Category, ADB may, in consultation with the Government, reallocate such excess amount to any other Category.
Withdrawal of TA Grant Proceeds
3. (a) TA Grant proceeds shall be used only for the purposes of the TA. The Government shall be entitled to withdraw from the TA Account such amounts as shall have been paid, or, if ADB shall so agree, such amounts as shall be required to meet payments to be made, for the reasonable cost of consulting services, [equipment], and any other expenditures required for the TA.
(b) Except as ADB and the Government shall otherwise agree, no withdrawals shall be made on account of (i) payments made prior to the Effective Date; and (ii) expenditures in the territory of any country which is not a member of ADB or for equipment produced in, or services (including consulting services) supplied from, such territory. ADB may refuse to finance a contract where equipment and services have not been procured substantially in accordance with procedures agreed between the Government and ADB or where the terms and conditions of the contract are not satisfactory to ADB.
4. When the Government shall desire to withdraw any amount from the TA Account, the Government shall promptly deliver to ADB an application in such form and substance satisfactory to ADB.
5. The Government shall furnish to ADB sufficient evidence of the authority of the persons authorized to sign applications for withdrawal and the authenticated specimen signature of each such person.
6. The Government shall furnish to ADB such documents and other evidence in support of the application for withdrawal as ADB shall reasonably request, whether before or after ADB shall have permitted any withdrawal requested in the application.
7. Each application for withdrawal and the accompanying documents and all other evidence must be sufficient in form and substance to satisfy ADB that the Government is entitled to withdraw from the TA Account the amount applied for and that the amount to be withdrawn from the TA Account is to be used only for the purposes specified in the [TA Report][(]. The application for withdrawal shall be signed by an authorized representative of the Government.
8. Payment by ADB of amounts which the Government is entitled to withdraw from the TA Account shall be made to or on the order of the Government.
Currency of Withdrawal and Purchase of Currencies
9. Except as ADB and the Government shall otherwise agree, withdrawals from the Grant Account shall be made in [United States dollar][(]. ADB shall, at the request and acting as agent of the Government, use such currency to purchase the currencies in which the cost of equipment and services to be financed out of the proceeds of the TA Grant has been paid or is payable. For avoidance of doubt, regardless of the currency or currencies used by the Government to pay the cost of equipment and services, the amount of the TA Grant shall not exceed the amount specified in paragraph 1 of this TA Letter.
Disbursement Procedures
10. Except as ADB may otherwise agree, the TA Grant proceeds for financing consultants, [equipment] [and other items] shall be disbursed in accordance with ADB’s “Loan Disbursement Handbook” dated January 2007 (the Loan Disbursement Handbook), as amended from time to time.
[11. [(a) Except as ADB may otherwise agree, the Government shall establish, immediately upon the signature of this TA Letter or such later date as ADB may agree, an imprest account at a bank acceptable to ADB. The imprest account shall be established, managed, replenished and liquidated in accordance with the Loan Disbursement Handbook, and detailed arrangements agreed upon between the Government and ADB. The initial amount to be deposited into the imprest account shall be US$______/as agreed upon by the Government and ADB.
(b) The interest earned on the imprest account may be used to cover bank charges and any other remittance fees. Upon completion of the TA and before closing of the imprest account, any unutilized interest shall be returned to ADB. If the remittance fees and other bank charges are higher than the amount of the interest earned, the amount in excess of interest earned may be charged to the miscellaneous administration expenditures of the TA.]
(c) The statement of expenditures (SOE) procedure may be used for reimbursement of eligible expenditures for the TA [and to liquidate advances provided into the imprest account], in accordance with the Loan Disbursement Handbook, and detailed arrangements agreed upon between the Government and ADB. Any individual payment to be reimbursed or liquidated under the SOE procedure shall not exceed US$ ______equivalent.]
.
[Retroactive Financing]
[12. Withdrawals from the TA Account may be made for reimbursement of reasonable expenditures incurred under the TA before the Effective Date, but not earlier than [insert number of months][(] months before the date of this TA Letter in connection with [items to be retroactively financed], subject to a maximum amount equivalent to [indicate amount][(].]
Attachment to Annex 2
TABLE
COST ESTIMATES
($’000)
Category / Amount Allocated1. Consultants
a. Remuneration and Per Diem
i. International Consultants
ii. National Consultants
b. International and Local Travel
c. Reports and Communications / 0.0
0.0
0.0
0.0
0.0
2. Equipment / 0.0
3. Training, Seminars, and Conferences[a]
a. Facilitators
b. Training Program / 0.0
0.0
0.0
4. Surveys[b] / 0.0
5. Miscellaneous Administration and Support Costs / 0.0
6. Audit Fees / 0.0
7. Contingencies[c] / 0.0
Total / 0.0
ANNEX 3
Procurement of Consulting Services [and Equipment]
A. General
1. All consulting services [and equipment] to be financed out of the proceeds of the TA Grant shall be subject to and governed by ADB’s Guidelines on the Use of Consultants by the Asian Development Bank and Its Borrowers dated February 2007, as amended from time to time (the “Consulting Guidelines”) [and ADB’s Procurement Guidelines dated February 2007, as amended from time to time (the “Procurement Guidelines”), respectively].
2. All terms used and not otherwise defined in this TA Letter have the meanings provided in the Consulting Guidelines [and/or the Procurement Guidelines, as applicable]. A procurement plan is attached to this Annex 3 (the “Procurement Plan”).
B. Selection of Consulting Services
3. Except as ADB may otherwise agree, the Government shall apply the method for selecting and engaging consulting services as set forth in the Procurement Plan.
[C.] [Procurement for Equipment
4. Except as ADB may otherwise agree, equipment shall only be procured on the basis of the methods of procurement and the detailed arrangements and threshold values set forth in the Procurement Plan. The Government may only modify the methods of procurement or threshold values with the prior agreement of ADB, and modifications must be set out in updates to the Procurement Plan.
[5.] [Domestic Preference. The Government may grant a margin of preference in the evaluation of bids under international competitive bidding in accordance with paragraphs 2.55(a) and 2.56 of the Procurement Guidelines for domestically manufactured goods.][(]
[6.] [National Competitive Bidding. The Government and ADB shall ensure that, prior to the commencement of any procurement activity under national competitive bidding, the Government’s national competitive bidding procedures are consistent with the Procurement Guidelines. Any modifications or clarifications to such procedures agreed between the Government and ADB are set out in the Procurement Plan. Any subsequent change to the agreed modifications and clarifications shall become effective only after written approval of such change by the Government and ADB.][(]
D. Industrial or Intellectual Property Rights[(]
[7. (a) The Government shall ensure that all equipment and services procured (including without limitation all computer hardware, software and systems, whether separately procured or incorporated within other equipment and services procured) do not violate or infringe any industrial property or intellectual property right or claim of any third party.
(b) The Government shall ensure that all contracts for the procurement of equipment and services contain appropriate representations, warranties and, if appropriate, indemnities from the contractor or supplier with respect to the matters referred to in subparagraph (a) of this paragraph.]
8. The Government shall ensure that all ADB-financed contracts with consultants contain appropriate representations, warranties and, if appropriate, indemnities from the consultants to ensure that the consulting services provided do not violate or infringe any industrial property or intellectual property right or claim of any third party.
E. ADB’s Review of Procurement Decisions
9. All contracts for consulting services and equipment shall be subject to review by ADB in accordance with provisions of the Procurement Plan.
Attachment to Annex 3
Procurement Plan
ANNEX 4
Reporting and Auditing
Financial Reporting and Auditing
1. (a) The Government shall (i) maintain, or cause to be maintained, separate accounts for the TA; (ii) have such accounts and related financial statements audited annually, in accordance with appropriate auditing standards consistently applied, by independent auditors whose qualifications, experience and terms of reference are acceptable to ADB; (iii) for TAs implemented for a period less than one and a half year, furnish, or cause to be furnished, to ADB certified copies of the audited accounts and financial statements and the report of the auditors related thereto (including the auditors' opinion on the use of the TA Grant proceeds [as well as on the use of the procedures for [imprest account/statement of expenditures]]), within 6 months of the TA Closing Date, all in the English language; (iv) for TAs implemented for a period exceeding one and a half year, furnish, or cause to be furnished, to ADB certified copies of the audited accounts and financial statements and the report of the auditors related thereto (including the auditors' opinion on the use of the TA Grant proceeds [as well as on the use of the procedures for [imprest account/statement of expenditures]]), within 6 months of the end of each related fiscal year; (v) furnish, or cause to be furnished, to ADB such other information concerning such accounts and the audit thereof as ADB shall from time to time reasonably request.
(b) The Government shall enable ADB, upon ADB's request, to discuss the Government’s financial statements for the TA from time to time with the auditors appointed by the Government pursuant to paragraph [1 (a)] hereabove, and shall authorize and require any representative of such auditors to participate in any such discussions requested by ADB, provided that any such discussion shall be conducted only in the presence of an authorized officer of the Government unless the Government shall otherwise agree.