OFFICIAL _TOr DOCUMENTS October 19, 2015 Bettina Windau, Director Dr. Kirsten Witte, Director Bertelsmann Stiflung Carl-Bertelsmann-Str. 256 33311 Gitersloh Germany Trust Fund Administration Agreement between the Bertelsmann Stiftung and the International Bank for Reconstruction and Development and the International Development Association concerning the Global Partnership for Social Accountability Multi-Donor Trust Fund (TF No. 071866) Dear Bettina Windau, dear Dr. Kirsten Witte: 1. We are pleased to acknowledge on behalf of the International Bank for Reconstruction and Development ("IBRD") and the International Development Association ("IDA") (collectively, the "Bank") that the Bertelsmann Stiftung (the "Donor") shall make available as a grant the sum of twenty-five thousand Euros (EUR 25,000) (the "Contribution") for the Global Partnership for Social Accountability Trust Fund (the "Trust Fund") in accordance with the terms of this Agreement. Other donors are also expected to contribute to the Trust Fund on the terms and conditions specified in the Annexes to this Agreement. 2. The Contribution shall be used to finance the activities and the categories of expenditure set forth in the "Description of Activities and Expenditures and Governance Arrangements under the Global Partnership for Social Accountability (GPSA) Trust Fund" attached hereto as Annex 1, and shall be administered by the Bank on behalf of the Donor in accordance with the terms of this Agreement including the "Standard Provisions Applicable to the Global Partnership for Social Accountability Trust Fund" (the "Standard Provisions") attached hereto as Annex 2. 3. Bertelsmann Stiftung shall deposit the Contribution into such bank account designated by the Bank promptly following countersignature of this Agreement by the Donor and submission of a payment request by the Bank. 4. When making each such deposit, the Donor shall instruct its bank to include in its payment details information (remittance advice) field of its SWIFT payment message, information indicating: the amount paid, that the payment is made by the Donor for TFNo. -2- 071866 (the Global Partnership for Social Accountability (GPSA)), and the date of the deposit (the "Deposit Instruction"). In addition, the Donor shall provide a copy of the Donor's Deposit Instruction to the Bank's Accounting Trust Funds Division by e-mail sent to tfremitadvice@worldbank.org or by fax sent to (202) 614-1315. 5. Except as provided for in paragraph 4 above, any notice, request or other communication to be given or made under this Agreement shall be in writing and delivered by mail, facsimile or email to the respective party's address specified below or at such other address as such party notifies in writing to the other party from time to time: For the Bank: Josef Trommer Senior Operations Officer Global Partnership for Social Actability World Bank Institute The World Bank 1818 H Street, NW Room J4-139, Mail Stop J4-403 Washington, DC 20433, U.S.A Tel: (202) 473 6242 Fax: (202) 522 1785 Email: jtrommer@worldbank.org For the Donor: Bettina Windau Director Bertelsmann Stiftung Carl-Bertelsmann-Str. 256 33311 Giitersloh Germany Tel: +49 (5241) 81-81138 Email: bettina.windau@bertelsmann-stiflung.de 6. All annexes hereto constitute an integral part of this Agreement. This Agreement may be amended only in writing between the Bank and the Donor; provided, however, that such annexes may be amended only with the agreement of all donors contributing to the Trust Fund. -3- 7. Please confirm your agreement with the foregoing, on behalf of the Donor, by signing, dating, and returning to us the enclosed copy of this Agreement. Upon receipt by the Bank of the copy of this Agreement countersigned by you, this Agreement will become effective as of the date of the countersignature. Sincerely, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT INTERNATIONAL DEVELOPMENT ASSOCIATION 6Jame .Brumby Actind S'eniorrDire or Governance Global Practice AGREED: BERTELSMANN STIFTUNG By LBy: Name: Bettina Windau Name: Dr. Kirsten Witte Title: Director Title: Director Date: AV.- 20W - Date: -4- ANNEX 1 Description of Activities and Expenditures and Governance Arraneements under the Global Partnership for Social Accountability (GPSA) Trust Fund This Annex shall be applicable to and form an integral part of all agreements entered into between the Bank and entities (collectively, the "Donors") that provide contributions (the aggregate of all contributions from the Donors, the "Contributions") to be administered by the Bank for the Trust Fund. A. DESCRIPTION OF ACTIVITIES The Trust Fund has been established to support the purpose and objectives as set forth in the GPSA Board Document approved by the Board of Directors of IBRD on June 12, 2012. The overall objective of the Trust Fund is to improve development results by supporting capacity building for enhanced beneficiary feedback and participation by (a) generating knowledge, networking, and financing to build civil society's capacity to engage in evidence-based social accountability'; (b) supporting Bank teams and government counterparts in embedding social accountability more strategically in their programs; and (c) drawing on the experience, knowledge, and resources of external partners to enable the Bank to scale up its engagement in this area. * The GPSA has two main components: * Component 1: Programmatic support to civil society organizations ("CSOs")2for social accountability. In countries that have opted into the GPSA, grants may be provided to CSOs as defined in the Board Resolution establishing the Trust Fund and networks of CSOs for: (1) Social accountability initiatives undertaken by CSOs for strengthening transparency and accountability; (2) Core funding to support institutional development of CSOs working on social accountability and (3) Recipient-executed grants for mentoring nascent CSOs working on social accountability and Bank-executed grants for technical assistance and capacity- building on social accountability. * Component 2: Knowledge Activities. This component encompasses two areas: (1) Supporting knowledge and learning (K&L) activities carried out under Component 1 grants; and (2) A Knowledge Platform for Social Accountability (KP) developed and managed by the GPSA Secretariat, which includes targeted support for knowledge-generation and exchange activities, and strengthening of practitioners' networks and communities of practice at the regional and global levels. Social accountability as defined in the Board Resolution establishing the Trust Fund on June 12, 2012. 2 CSOs as defined in the Board Resolution establishing the Trust Fund on June 12, 2012. -5- (i) Bank-Executed Trust Fund Activities (BETF): Bank-Executed Trust Fund activities include activities under Component 2: Support for Knowledge Activities (Support ofKnowledge and Learning Activities from Component 1 grants), in particular: (a) Sharing of practitioners' knowledge and practices, including knowledge and practices generated from GPSA-supported grants; (b) Strengthening CSOs' networks and communities of practice (CoP), particularly by connecting GPSA grantees with relevant networks and CoP); (c) Closing research gaps through strategically selected evaluations on the impact and effectiveness of social accountability initiatives, in partnership with other donors and leading research institutions. (d) Capacity-building on social accountability (both, Bank-Executed and Recipient Executed activity) (e) Supervision of GPSA grants in accordance with the Bank's policies and procedures. (ii) Recipient-Executed Trust Fund Activities (RETF): Recipient-Executed Trust Fund activities include activities under Component 1, Programmatic support to CSOs for Social Accountability, in particular: (a) Social accountability initiatives and programs targeting critical governance and development reforms; (b) Institutional development: strategic planning, financial management & fundraising, organizational systems, etc; (c) Mentoring and capacity-building on social accountability; (d) Capacity-building on social accountability (both, BETF and RETF activity) B. CATEGORIES OF EXPENDITURE For Bank-Executed activities: a) Staff costs with indirect costs b) Associated overheads c) Consultant fees - individuals and firms d) Contractual services e) Extended term consultants f) Media, workshop, conference and meeting g) Temporary Support staff costs h) Travel Expenses i) Equipment Costs Lease For Recipient-Executed activities: a) Consulting services b) Goods -6- c) Operating Costs d) Training The foregoing categories of expenditures may include the financing of taxes. C. GOVERNANCE ARRANGEMENTS The GPSA governance structure consists of: (1) GPSA Steering Committee; (2) GPSA Secretariat, supported by a Roster of Experts; (3) Participating countries, and (4) Global partners. 1. Steering Committee The GPSA Steering Committee (SC) will initially have 10 members: compromising of the following: * Three donor agencies (two government bilateral agencies and one private foundation/donor); * Three CSOs (one from a "part-I" country and two from "part-II" countries); and * Three representatives from developing country governments. The Vice-President of WBI will serve as the SC chair. In addition, the Program Manager of the Secretariat will join the SC in an observer capacity to serve as a resource person and to facilitate timely implementation and follow-up of SC decisions. To balance continuity with rotated membership, participation in the SC will be on the basis of fixed three-year terms, which will be staggered after the first three-year period. The SC may expand its representation provided it maintains a numerical balance of members from all three groups. Steering' Committee Roles and Responsibilities: > Provide strategic guidance over the design and implementation of GPSA, to be reflected in the annual call for-proposals > Review and approve the GPSA Operational Manual > Provide guidance on the definition of key functions and products including the GPSA Results Framework, and the GPSA Knowledge Platform. > Help identify qualified individuals to integrate the Global Roster of Experts (RoE) > Contribute to the development and implementation of a GPSA resource mobilization strategy Decisions by the SC will be made by consensus. SC formal (face-to-face) sessions require a quorum of at least six people. Decisions may be made through electronic means between face-to-face meetings on a no-objection basis involving all members of the SC. -7- The SC will meet in person twice a year or more often if necessary. SC meeting locations and dates will be proposed by the Secretariat and agreed by the SC. 2. GPSA Secretariat A Secretariat housed in the World Bank has the responsibility to manage the funding, networking, communications, reporting and administrative tasks of the GPSA as well as the overall management of the GPSA, including coordination, administration and grant- making functions: Grant-making functions include: (a) Manage the overall grant application and selection process, and coordinate the supervision of grant projects with the Bank's Country Management Units and with task team leaders (TTLs) appointed as project supervisors, (b) Prepare global Call for Proposals and work with country offices to tailor CfPs to each country's priorities; (c) Prepare ToRs and select the Roster of Experts and coordinate the grants' overall review process; (d) Recommend proposals after their review by the Roster of Experts and submit them to the SC for approval on a non-objection basis; (e) Set up and manage a GPSA Help Desk for grantees; (f) Work with potential grantees in the introduction of changes to their proposals, based on the feedback provided by experts, government officials, the public and the findings of the Bank fiduciary assessment of each individual proposal. * Roster of Experts. The Secretariat will establish a global Roster of Experts (RoE) in order to bring expert advice into the selection of proposals. The RoE will consist of a list of individuals with strong knowledge of social accountability approaches and a sound understanding of the realities of the participating countries. * All grants shall be made subject to the decision of the Secretariat to submit, along with any peer review comments, for no objection by the GPSA Steering Committee, and review and clearance by the relevant Director or Regional Vice President in accordance with the Bank's relevant policies and procedures. 3. Participating countries The GPSA will operate in countries whose governments have "opted-in" to the program, and World Bank Country Directors will consult with their respective governments and will submit an "Opt-In" letter of consent signed by the government to the GPSA Secretariat. Governments will be provided each grant proposal for their review for a period of 10- days. 4. Global Partners With the objective of broadening support for GPSA in various areas and of strengthening a global community of practice, CSOs and donors, from both the South and the North will be able to join the GPSA in the capacity of "Global Partners" if they provide parallel funding or as consistent with the GPSA Operational Manual. -8- Partners will provide the GPSA with their open endorsement through a written letter, and will be expected to contribute in terms of networking, knowledge and other activities. Participation as Global Partners will be consistent with the Operational Manual approved by the SC. -9- ANNEX 2 Standard Provisions Applicable to the Global Partnership for Social Accountability Trust Fund This Annex shall be applicable to and form an integral part of all agreements entered into between the Bank and the Donors that provide Contributions to be administered by the Bank for the Trust Fund. 1. Administration of the Contributions 1.1. The Bank shall be responsible only for performing those functions specifically set forth in this Agreement and shall not be subject to any other duties or responsibilities to the Donors, including, without limitation, any duties or obligations that might otherwise apply to a fiduciary or trustee under general principles of trust or fiduciary law. Nothing in this Agreement shall be considered a waiver of any privileges or immunities of the IBRD and IDA under their Articles of Agreement or any applicable law, all of which are expressly reserved. 1.2. The Contribution shall be administered in accordance with the Bank's applicable policies and procedures, as the same may be amended from time to time, including its framework to prevent and combat fraud and corruption and its screening procedures to prevent the use of Bank resources to finance terrorist activity, in line with the Bank's obligations to give effect to the relevant decisions of the Security Council, taken under Chapter VII of the of Charter of the United Nations. The Donor acknowledges that this provision does not create any obligations of the Bank under the anti-terrorist financing and asset control laws, regulations, rules and executive orders of an individual member country that may apply to the Donor, nor shall it be deemed a waiver, express or implied, of any of the privileges and immunities of the Bank. 2. Commingling, Exchange and Investment of the Contributions 2.1. The Contributions shall be accounted for as a single trust fund and shall be kept separate and apart from the funds of the Bank. The Contributions may be commingled with other trust fund assets maintained by the Bank. 2.2. The Contributions may be freely exchanged by the Bank into other currencies as may facilitate their disbursement. 2.3. The Bank shall invest and reinvest the Contributions pending their disbursement in accordance with the Bank's policies and procedures for the investment of trust funds administered by the Bank. The Bank shall credit all income from such investment to the Trust Fund to be used for the same purposes as the Contributions. - 10 - 3. Administrative Cost Recovery In order to assist in the defrayment of the costs of administration and other expenses incurred by the Bank under this Agreement, the Bank may deduct and retain for its own account an amount equal to two percent (2 %) of each Contribution. In addition, costs for program management and administration as defined in Annex 1 up to a maximum of twenty percent (20%) will be charged to the Trust Fund on an actual basis. 4. Grants to Recipients 4.1. The Bank shall, as administrator of the Trust Fund on behalf of the Donors, enter into grant agreements (the "Grant Agreements") with eligible recipients (the "Recipients" and individually, the "Recipient") selected in accordance with the Rules of Operation and the governance terms of Annex 1, consistent with the purposes of this Agreement and on the terms and conditions set forth in the Grant Agreements. Grant Agreements may be entered into up to the maximum amount of the Contributions that all Donors have agreed to make available under the Administration Agreements between the Bank and the Donors. Upon request by a Donor, the Bank shall furnish a copy of the Grant Agreements to the Donors. 4.2. The Bank shall be responsible for the supervision of the activities financed under the Grant Agreements. Subject to the consent of the relevant Recipients, representatives of the Donors may be invited by the Bank to participate in Bank supervision missions related to the Trust Fund. 4.3. The Bank shall promptly inform the Donors of any significant modification to the terms of any Grant Agreements and of any contractual remedies that are exercised by the Bank under any Grant Agreements. To the extent practicable, the Bank shall afford the Donors the opportunity to exchange views before effecting any such modification or exercising any such remedy 5. Procurement 5.1. For Recipient-executed activities, the Grant Agreements shall provide that the Contributions shall be used by the Recipient[s] to finance expenditures for goods and services, as the case may be, in accordance with the Bank's Guidelines on "Procurement under IBRD Loans and IDA Credits" and the Bank's Guidelines on the "Selection and Employment of Consultants by World Bank Borrowers," as in effect at the date of entry into the respective Grant Agreements. 5.2. For Bank-executed activities, the employment and supervision of any consultants and the procurement of any goods financed by the Contributions shall be the responsibility of the Bank and shall be carried out in accordance with its applicable policies and procedures. - 11 - 6. Accounting and Financial Reporting 6.1. The Bank shall maintain separate records and ledger accounts in respect of the Contributions deposited in the Trust Fund account and disbursements made therefrom. 6.2. The Bank shall furnish to the Donors current financial information relating to receipts, disbursements and fund balance in the holding currency of the Trust Fund with respect to the Contributions via the World Bank's Trust Funds Donor Center secure website. Within six (6) months after all commitments and liabilities under the Trust Fund have been satisfied and the Trust Fund has been closed, the final financial information relating to receipts, disbursements and fund balance in the holding currency of the Trust Fund with respect to the Contributions will be made available to the Donors via the World Bank's Trust Funds Donor Center secure website. 6.3. The Bank shall provide to the Donors, within six (6) months following the end of each Bank fiscal year, an annual single audit report, comprising (1) a management assertion together with an attestation from the Bank's external auditors concerning the adequacy of internal control over cash-based financial reporting for all cash-based trust funds as a whole; and (2) a combined financial statement for all cash-based trust funds together with the Bank's external auditor's opinion thereon. The cost of the single audit shall be borne by the Bank. 6.4. If a Donor wishes to request, on an exceptional basis, a financial statement audit by the Bank's external auditors of the Trust Fund, the Donor and the Bank shall first consult as to whether such an external audit is necessary. The Bank and the Donor shall agree on the appropriate scope and terms of reference of such audit. Following agreement on the scope and terms of reference, the Bank shall arrange for such external audit. The costs of any such audit, including the internal costs of the Bank with respect to such audit, shall be paid by the requesting Donor. 6.5. The Bank shall provide the Donors with copies of all financial statements and auditors' reports received by the Bank from the Recipients pursuant to the Grant Agreements. 7. Progress Reporting 7.1. The Bank shall provide the Donors with an annual report on the progress of activities financed by the Contributions. Within six (6) months of the final disbursement date specified in paragraph 8.1, the Bank shall furnish to the Donors a final report on the activities financed by the Trust Fund. 7.2 Any Donor may review or evaluate activities financed by the Trust Fund. The Donor and the Bank shall agree on the scope and conduct of such review or evaluation, and the Bank shall provide all relevant information within the limits of its policies and procedures. All associated costs shall be borne by the Donor. It is understood that any - 12 - such review or evaluation will not constitute a financial, compliance or other audit of the Trust Fund. 8. Disbursement; Cancellation; Refund 8.1. It is expected that the Contributions will be fully disbursed by the Bank by June 30, 2022. The Bank shall only disburse Contributions for the purposes of this Agreement after such date with the written approval of the Donors. 8.2. Any Donor or the Bank may, upon three (3) months' prior written notice, cancel all or part of the Donor's pro rata share, of any remaining balance of the Contributions that is not committed pursuant to any agreements entered into between the Bank and any consultants and/or other third parties for the purposes of this Agreement prior to the receipt of such notice, including the Grant Agreements. 8.3. Following the final disbursement date specified in paragraph 8.1, the Bank shall return any remaining balance of the Contributions to the Donors or to the relevant Donor Balance Account on a pro rata basis based on the Donors' paid Contributions. In the event of a cancellation the Bank shall promptly return to the relevant Donor or Donors or to the relevant Donor Balance Account the Donor's pro rata share of uncommitted Contributions in accordance with paragraph 8.2. 9. Disclosure The Bank will disclose this Agreement and related information on this Trust Fund in accordance with the World Bank's Policy on Access to Information. By entering into this Agreement, Donors consent to disclosure of this Agreement and related information on this Trust Fund.