ThetIorid Bank New Delhi Office Telephone: 24617241/24619491 iTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT 70 Lodi Estate Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION New Delhi - 110003 Mailing Address: RO Box 416 Ind' Facsimile: 24619393 fCAMEwrs (April 2, 2012 Mr. Venu Rajamony Joint Secretary (MI) Department of Economic Affairs Ministry of Finance North Block, New Delhi Dear Mr. Rajamony: India: DFID Grantfor Scaling Up ofNAssam PWRD Computerization Project under the DFID- WB Trust Fundfor India: Grant No. TF011446 In response to the request for financial assistance made on behalf of India ("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 Department for International Development of the United Kingdom ("Donor") under the Trust Fund for DFID-World Bank Strategic Partnership for India-Ill (TF71225), proposes to extend to the Recipient a grant in an amount not to exceed one million seven hundred fifty thousand United States Dollars (U.S.$1,750,000) ("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. HeadquarterLI Washington DC U USA Mr. Venu Rajamony 2 April 2, 2012 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 Roberto aa Country Director or ndia South Asia Region AGREED: INDIA By Authorized Representative Name Vewo -M y Title Co I'-r s C rky Date 2-7 APAt t. 2-s V2- 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. cc: Mr. Nilaya Mitash, Director, DEA, Ministry of Finance, North Block, New Delhi - 110 001 -2- DFID Grant No. TF011446 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. Article II Project Execution 2.01. Project Objectives and Description. The objectives of the Project are to: (i) improve project management function of the Public Works Road Department, Government of Assam ("PWRD") including project reporting and voluntary dissemination of information so that the public works can be delivered efficiently; (ii) establish a computerized road maintenance management system to streamline the road maintenance activities of the PWRD; and (iii) integrate all activities of the PWRD by way of computerized business processes and facilitate informed decision making using information stored in database captured while working through the system. The Project consists of the following parts: Part A: Application Enhancement: (i) reviewing the existing computerization system and business processes of the PWRD; (ii) improving and upgrading the application software to strengthen management function, with the focuses on project management and road maintenance management; and (iii) making accessible the application software for all PWRD offices through internet/intranet. Part B: Program/Change Management and Capacity Building: (i) preparing IT policy for the PWRD and a change management action plan; (ii) reviewing the project implementation plan, rescheduling project implementation and change management activities, setting baseline; (iii) conducting project monitoring and evaluation; (iv) conducting project impact assessment and redefining the future road map for full computerization of the PWRD; and (v) facilitating workshops and seminars for sensitizing and creating awareness among governmental staff and stakeholders to enable the operation of project management software, road management system and financial management modules. Part C: Data Entry Services and Hardware and Network Augmentation: (i) providing data entry services for projects within the PWRD system; and (ii) providing last mile connectivity to PWRD offices and local area network within offices, including upgrading of servers and other hardwares, and purchase of software licenses. 2.02. Project Execution Generally. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project through the Public Works -2- Roads Department, Government of Assam ("Project Implementing Agency") 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"), with the modifications set forth in Section I of the Appendix to this Agreement; and (c) this Article II. 2.03. Institutional and Other Arrangements. (a) the Recipient shall maintain through the period of Project implementation a project implementation cell/team in the Project Implementing Agency, for day-to-day operation and management of the Project, headed by the Chief Engineer of the PWRD and with qualified staff in adequate numbers, including Financial Management staff, all with qualifications and experience and terms of reference satisfactory to the Bank. (b) the Recipient shall maintain throughout the period of Project implementation a Steering Committee headed by the Commissioner PWRD and having representatives from various concerned departments of the Government of Assam including PWRD, Finance, Information Technology, Planning, National Informatics Centre, and other recognized experts to monitor and steer the Project. 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, 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 set forth below in paragraph (b) of this Section. Each Project Report shall cover the period of one calendar semester, and shall be furnished to the World Bank not later than one month after the end of the period covered by such report. (b) The performance indicators referred to above in paragraph (a) consist of the following: (i) reduced project cycle time, faster processing of contract awards and payments, and real time information sharing resulting in better system efficiencies; (ii) a fully functional maintenance management system to facilitate better planning and maintenance; and (iii) improved decision making based on management information system reports, on demand project reporting and voluntary dissemination of information to stakeholders. (c) 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 months after the Closing Date. 2.06. Financial Management. (a) The Recipient shall cause the Project Implementing Agency to ensure that a Project financial management system is maintained in accordance with -3- the provisions of Section 2.07 of the Standard Conditions. (b) The Recipient shall cause the Project Implementing Agency to 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 45 days after the end of each quarter covering the quarter in form and substance satisfactory to the World Bank. (c) The Recipient shall cause the Project Implementing Agency, to have its project 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 fiscal year of the Recipient. The audited Financial Statements for each period shall be furnished to the World Bank not later than six months after the end of such period. 2.07. Procurement A. General 1. Goods and Non-Consulting Services; All goods and non-consulting 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 Section I of the "Guidelines: Procurement of Goods, Works and Non-consulting Services under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 ("Procurement Guidelines") and with the provisions of this Section. 2. Consultants' Services. All 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 Sections I and IV of the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 ("Consultant Guidelines") and with the provisions of this Section. 3. 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"). 4. Definitions. The capitalized terms used below in 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 Section II and III of the Procurement Guidelines, or Sections II, III, IV and V of the Consultant Guidelines, as the case may be. B. Particular Methods of Procurement of Goods and Non-Consulting Services 1. International Competitive Bidding. Except as otherwise provided in paragraph 2 below, goods and non-consulting services shall be procured under contracts awarded on the basis of International Competitive Bidding procedures. 2. Other Methods of Procurement of Goods and Non-consulting Services. The following table specifies the methods of procurement, other than International Competitive Bidding, which may be used for goods and non-consulting services. The -4- Procurement Plan shall specify the circumstances under which such methods may be used. Procurement Method (a) National Competitive Bidding (subject to the additional provisions agreed upon from time to time between the Borrower and the World Bank and referred to in Procurement Plan) (b) Shopping (c) Direct Contracting C. Particular Methods of Procurement of Consultants' Services 1. Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2 below, consultants' services shall be procured under contracts awarded on the basis of Quality- and Cost-based Selection. 2. Other Methods of Procurement of Consultants' Services. The following table specifies the methods of procurement, other than Quality- and Cost-based Selection, which may be used for consultants' services. The Procurement Plan shall specify the circumstances under which such methods may be used. Procurement Method (a) Quality-Based Selection (b) Selection Under a Fixed Budget (c) Least Cost Selection (d) Selection Based on Consultant's Qualifications (e) Single Source Selection (e) Procedures set forth in Section-V of the Consultant Guidelines for the Selection of Individual Consultants D. Review by the 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) 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 Eligible Expenditures as set forth in the following table. The table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Grant ("Category"), the allocations of the amounts of the Grant to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: -5- Category Amount of the Grant Percentage of Allocated Expenditures to be (expressed in USD) Financed (inclusive of Taxes) (1) Goods, Consultants' 1,750,000 100% Services, Non-consulting Services, and Training, Seminars and Workshops TOTAL AMOUNT 1,750,000 For the purposes of this Section, the term "Training, Seminars and Workshops" means reasonable expenditures incurred by the Recipient for the carrying out of in-country training, seminar and workshop activities related to the project, including expenditures for facilities rental, materials printing and photocopying, supplies, course fees, and travel and subsistence of participants. 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, 2013. 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 Secretary, Additional Secretary, Joint Secretary, Director, Deputy Secretary or Under Secretary of the Department of Economic Affairs in the Ministry of Finance of the Recipient. 4.02 Recipient's Address. The Recipient's Address referred to in Section 7.01 of the Standard Conditions is: Secretary to the Government of India Department of Economic Affairs Ministry of Finance New Delhi Cable: Telex: Facsimile: ECOFAIRS 953-31-66175 91-11-3092477 New Delhi FINE IN -6- 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-