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BỘ NGOẠI GIAO
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CỘNG HÒA XÃ HỘI CHỦ NGHĨA VIỆT NAM
Độc lập - Tự do - Hạnh phúc
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Số: 15/2022/TB-LPQT
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Hà Nội, ngày 22 tháng 4 năm 2022
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THÔNG BÁO
VỀ VIỆC ĐIỀU ƯỚC QUỐC TẾ CÓ HIỆU LỰC
Thực hiện quy định tại
Điều 56 của Luật Điều ước quốc tế năm 2016, Bộ Ngoại giao
trân trọng thông báo:
Hiệp định tài trợ
của Quỹ Khí hậu Xanh cho Dự án Hỗ trợ kỹ thuật “Thúc đẩy tiết kiệm năng lượng
cho các ngành công nghiệp Việt Nam giữa nước Cộng hòa xã hội chủ nghĩa Việt Nam
và Ngân hàng Tái thiết và Phát triển Quốc tế/Hiệp hội phát triển quốc tế (với
vai trò là cơ quan được Quỹ Khí hậu xanh ủy thác) [TF0B4389], ký tại Hà Nội
ngày 05 tháng 3 năm 2021, có hiệu lực từ ngày 25 tháng 02 năm 2022.
Bộ Ngoại giao trân trọng
gửi bản sao Hiệp định theo quy định tại Điều 59 của Luật nêu
trên./.
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TL. BỘ TRƯỞNG
KT. VỤ TRƯỞNG
VỤ LUẬT PHÁP VÀ ĐIỀU ƯỚC QUỐC TẾ
PHÓ VỤ TRƯỞNG
Nguyễn Lương Ngọc
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GCF GRANT NUMBER TF0B4389
GREEN
CLIMATE FUND FINANCING AGREEMENT
(VIETNAM SCALING UP ENERGY
EFFICIENCY PROJECT) BETWEEN SOCIALIST REPUBLIC OF VIETNAM AND INTERNATIONAL
BANK FOR RECONSTRUCTION AND DEVELOPMENT/ INTERNATIONAL DEVELOPMENT ASSOCIATION
Acting as an Accredited Entity of the Green Climate Fund
GCF
FINANCING AGREEMENT
AGREEMENT dated as of
the Signature Date between SOCIALIST REPUBLIC OF VIETNAM (“Recipient”) and
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT/ INTERNATIONAL
DEVELOPMENT ASSOCIATION acting as an Accredited Entity of the Green Climate
Fund (“Bank”).
WHEREAS (A) the
Recipient, having satisfied itself as to the feasibility and priority of the
Project described in Schedule 1 to this Agreement (“Project”), has requested
the Bank to extend a grant as provided in Section 3.01 of this Agreement, to
assist in the financing of the Parts 1.2 and 2 Project;
(B) the Recipient has
also requested the Bank to support the implementation of Part 1.1 of the
Project, by providing a partial risk guarantee to the Program Implementing
Entity, in a maximum aggregate amount of up to seventy five million Dollars
($75,000,000) to be capitalized by the Green Climate Fund, to cover the risk of
a capital shortfall in the risk sharing facility to be established under the
Part 1.2 of the Project (the “GCF Guarantee”), the terms and conditions of
which will be set forth in a guarantee agreement to be entered into between the
Bank and the Program Implementing Entity (the “GCF Guarantee Agreement”); and
WHEREAS the Bank has
agreed, on the basis, inter alia, of the foregoing, to extend a grant to
the Recipient upon the terms and conditions set forth in this Agreement;
NOW THEREFORE, the
Recipient and the Bank hereby agree as follows:
ARTICLE I - STANDARD CONDITIONS;
DEFINITIONS
1.01. The Standard
Conditions (as defined in the Appendix to this Agreement) apply to and form
part of this Agreement.
1.02. Unless the
context requires otherwise, the capitalized terms used in this Agreement have
the meanings ascribed to them in the Standard Conditions or in the Appendix to
this Agreement.
ARTICLE II - PROJECT
2.01. The Recipient
declares its commitment to the objectives of the Project. To this end, the
Recipient shall cany out Parts 1.2 and 2 of the Project through the Ministry of
Industry and Trade (“MoIT”) and cause Part 1.1 of the Project to be carried out
by the Program Implementing Entity in accordance with the provisions of Article
II of the Standard Conditions and Schedule 2 to this Agreement.
ARTICLE III - GCF FINANCING
3.01. The Bank agrees
to extend to the Recipient a non reimbursable grant in the amount of eleven
million three hundred thousand Dollars ($11,300,000) (“GCF Grant”), to assist
in financing the Project
3.02. The Recipient
may withdraw the proceeds of the GCF Grant in accordance with Section III of
Schedule 2 to this Agreement.
3.03. The GCF Grant
is funded out of the GCF Accredited Entity Trust Fund for which the Bank
receives periodic contributions from the GCF. In accordance with Section 3.02
of the Standard Conditions, the Bank’s payment obligations in connection with
this Agreement are limited to the amount of funds made available to it by the
GCF under the GCF Accredited Entity Trust Fund, and the Recipient’s right to
withdraw the GCF Grant proceeds is subject to the availability of such funds.
ARTICLE IV - REMEDIES OF THE BANK
4.01. The Additional
Events of Suspension consist of the following:
(a) the Program
Implementing Entity's Legislation has been amended, suspended, abrogated,
repealed, or waived so as to affect materially and adversely the ability of the
Program Implementing Entity 10 perform any of its obligations under the
Implementation Agreement or the GCF Guarantee Agreement.
(b) the Recipient has
taken or permitted to be taken any action which would prevent or interfere with
the performance by the Program Implementing Entity of its obligations under the
Implementation Agreement or the GCF Guarantee Agreement.
(c) the Program
Implementing Entity has failed to perform any obligation under the
Implementation Agreement or the GCF Guarantee Agreement.
(d) IBRD or IDA has
declared the Program Implementing Entity ineligible to receive proceeds of any
financing made by IBRD or IDA, or otherwise to participate in the preparation
or implementation of any project financed in whole or in part by IBRD or IDA (including
as administrator of funds provided by another financier), as a result of: (i) a
determination by IBRD or IDA that the Program Implementing Entity has engaged
in fraudulent, corrupt, coercive or collusive practices in connection with the
use of the proceeds of any financing made by IBRD or IDA; and/or (ii) a
declaration by another financier that the Program Implementing Entity is
ineligible to receive proceeds of financings made by such financier or
otherwise to participate in the preparation or implementation of any project
financed in whole or in part by such financier as a result of a determination
by such financier that the Program Implementing Entity has engaged in
fraudulent, corrupt, coercive or collusive practices in connection with the use
of the proceeds of a financing made by such financier.
(e) As a result of
events which have occurred after the date of this Agreement, an extraordinary
situation has arisen which makes it improbable that the Program Implementing
Entity will be able to perform its obligations under the Implementation
Agreement or the GCF Guarantee Agreement.
ARTICLE V - EFFECTIVENESS; TERMINATION
5.01. The Additional
Condition of Effectiveness is that the Recipient has duly appointed the Program
Implementing Entity, in accordance with criteria acceptable by the Bank, asset
forth in Annex 1 to this Agreement, and duly authorized said entity to
establish, maintain and manage the risk sharing facility under Part 1 of the
Project on behalf of the Recipient.
5.02. The
Effectiveness Deadline is the date ninety (90) days after the Signature Date.
5.03. For purposes of
Section 8.05 (b) of the Standard Conditions, the date on which the obligations
of the Recipient under this Agreement shall terminate is: (a) with respect to
the obligations set forth in Section 1 of Schedule 2 to this Agreement the date
of expiration or termination of the GCF Guarantee Agreement, in accordance with
its terms; and (b) with respect to all other obligations herein, the date of
full performance of such obligations by the parties to this Agreement.
ARTICLE VI - REPRESENTATIVE; ADDRESSES
6.01. The Recipient’s
Representative is the Governor, or a Deputy Governor, of Stale Bank of Vietnam.
6.02. For purposes of
Section 9.01 of the Standard Conditions:
(a) the Recipient's
address is:
State Bank of Vietnam
49 Ly Thai To
Hanoi, Vietnam; and
(b) the Recipient’s
Electronic Address is:
Facsimile:
(84-4) 3825 0612
6.03. For purposes of
Section 9.01 of the Standard Conditions:
(a) The Bank’s
address is:
International Bank for
Reconstruction and Development/
International Development Association
1818 H Street, N.W.
Washington, D.C. 20433
United States of America; and
(b) the Bank's
Electronic Address is:
Facsimile:
1-202-477-6391
AGREED as of the
Signature Date.
SOCIALIST REPUBLIC
OF VIETNAM
By Authorized
Representative
Name: Nguyen Kim
Anh
Title: Alternote
Governor
Date: March 5,
2021
INTERNATIONAL BANK
FOR RECONSTRUCTION AND
DEVELOPMENT/
INTERNATIONAL DEVELOPMENT ASSOCIATION
Acting as an Accredited
Entity of the Green Climate Fund
By Authorized
Representative
Name: Carolyn Turk
Title: Country
Proctor
Date: February 25,
2021
SCHEDULE 1
Project Description
The objective of the
Project is to improve energy efficiency in the Recipient’s industrial sector.
The Project consists
of the following parts:
Part 1. Risk
Sharing Facility
1.1 Guarantee
Issuance. Issuing of RSF Guarantees to the PFIs under the RSF10 cover
potential defaults on loans provided by said PFIs to IEs and ESCOs to finance
eligible EE Sub-projects.
1.2 Supporting PIE
operations. Supporting the management and the operation of, and the
issuance of RSF Guarantees by, the RSF by providing Management Fees and Seed
Capital to the Program Implementing Entity.
Part 2. Technical
Assistance
2.1 Capacity
building. Provision of technical and analytical support and associated
capacity building to:
(a) the PMB and MoIT
for, inter alia, Project supervision, monitoring and evaluation,
reporting, and independent verification of results; and
(b) relevant
government agencies, PFIs, IEs and ESCOs, for awareness raising of potential
energy efficiency investment opportunities with knowledge sharing on successful
energy efficiency investments, identification of energy efficiency investment
opportunities, and development and implementation of a longer term engagement
strategy with educational and domestic training institutions in the country for
sustainable local capacity building.
2.2 National
energy efficiency program and pipeline development. Provision of technical
and analytical support to:
(a) MoIT and relevant
government agencies for the development and implementation of energy efficiency
policies and regulations necessary for scaling up energy efficiency investment,
including the implementation of voluntary agreements with relevant industries,
the improvement of incentives for industry to carry out energy efficiency
investments, and the development of mandatory energy efficiency standards and
benchmarks in energy-intensive industries; and
(b) (i) PFIs for
identification, appraisal, and implementation of EE Sub-Projects in the
industrial sector and business development to generate EE lending pipeline; and
(ii) IEs, ESCOs for the development of bankable EE Sub-Projects.
SCHEDULE 2
Project Execution
Section
I. Implementation Arrangements
A. Institutional
Arrangements
The Recipient,
through MoIT, shall, throughout the period of implementation of the Project,
maintain, the Project Management Board, with composition, powers, functions,
staffing, facilities and other resources satisfactory to the Bank, responsible
for: (i) planning and managing the day-to-day implementation of the activities
under Parts 1.2 and 2 of the Project; (ii) ensuring coordination among all
relevant departments and agencies; (iii) monitoring and reporting; and (iv)
overseeing and supporting the activities of the Program Implementing Entity
under Part 1.1 of the Project.
B. Operations
Manual
Throughout the implementation
of the Project, the Recipient shall, and shall cause the Program Implementing
Entity to, carry out Part 1 of the Project in accordance with the Operations
Manual in a timely and efficient manner satisfactory to the Bank. The Recipient
shall not and shall ensure that the Program Implementing Entity shall not,
amend, suspend, or waive said Operations Manual or any provision or schedule
thereof, without the prior written agreement of the Bank. In the event of any
inconsistency between the provisions of the Operations Manual and those of this
Agreement, the provisions of this Agreement shall prevail.
C. Risk Sharing
Facility
1. The Recipient,
through MoIT, represents and warrants that it: (a) has duly appointed an entity
to act as the Program Implementing Entity, in accordance with criteria
acceptable by the Bank, as set forth in Annex 1 to this Agreement; and (b) has
duly authorized the Program Implementing Entity to establish, maintain and
manage the RSF on behalf of the Recipient.
2. The Recipient
shall, through MoIT, not replace or otherwise dismiss the Program Implementing
Entity except with the prior written agreement of the Bank. Any replacement
Program Implementing Entity shall be an entity selected by MoIT in consultation
with the State Bank of Vietnam in accordance with the criteria set forth in
Annex 1 to this Agreement and acceptable to the Bank, and the Recipient shall,
through MoIT, cause the existing Program Implementing Entity and the
replacement Program Implementing Entity take all measures required to ensure
that all rights and obligations under the Transaction Documents are transferred
to the replacement Program Implementing Entity and that the replacement Program
Implementing Entity can assume its role with minimal disruption to the
functioning of the RSF, all in a manner acceptable to the Bank.
3. Without limitation
or restriction upon any of its other obligations under this Agreement, the
Recipient shall, through MoIT, oversee and support the activities of the
Program Implementing Entity under Part 1.1 of the Project, and carry out Part
1.2 of the Project in accordance with Annex 2 to this Agreement.
D. Implementation
Agreement
1. To facilitate the
carrying out of Part 1 of the Project, the Recipient shall, through MoIT, make
the proceeds of the GCF Grant allocated from time to time to Category (1) of
the table set forth in Section III. A of this Schedule is available to the
Program Implementing Entity under an implementation agreement between the
Recipient, through MoIT, and the Program Implementing Entity, under terms and
conditions acceptable to the Bank (“Implementation Agreement”).
The Recipient shall,
through MoIT, exercise its rights under the Implementation Agreement in such a
manner as to protect the interests of the Recipient and the Bank and to
accomplish the purposes of the GCF Grant. Except as the Bank shall otherwise
agree, the Recipient shall, through MoIT, not assign, amend, abrogate or waive
the Implementation Agreement or any of its provisions.
E. Safeguards
1. The Recipient
shall, and shall cause the Program Implementing Entity to, carry out the
Project in accordance with the Safeguards Instruments in a manner and substance
satisfactory to the Bank.
2. The Recipient
shall, and shall cause the Program Implementing Entity to ensure that:
(a) all necessary
actions are taken to avoid or minimize to the extent possible any involuntary
relocation of persons, or their loss of shelter, assets, or access to assets,
or loss of income sources or means of livelihood, temporarily or permanently;
(b) where the
acquisition of land or assets or the displacement of people is unavoidable,
before initiating the implementation of any works which would result in such
acquisition or displacement, compensation is made available to such people and,
as applicable, the Displaced Persons are relocated and rehabilitated in
accordance with the Resettlement Policy Framework and the Resettlement Action
Plans, and in a manner satisfactory to the Bank; and
(c) whenever required
in terms of the ESMF, the RPF or the EMPF, ESMPs/ECOPs, RAPs or EMDPs,
respectively: (i) are prepared in form and substance satisfactory to the Bank;
(ii) except as otherwise agreed with the Bank, are furnished to the Bank for
review and approval; (iii) thereafter, arc adopted and publicly disclosed; and
(iv) thereafter, such plans are caused to be implemented, in accordance with
their terms and in a manner acceptable to the Bank.
3. The Recipient
shall, and shall cause the Program Implementing Entity to, ensure that,
promptly as needed, the resources needed for the purposes of implementing the
Safeguards Instruments are provided by the IEs and ESCOs carrying out eligible
EE Sub-projects, including: (a) all land acquisition required for the purposes
of carrying out the Project; (b) resettlement and rehabilitation payments to
Displaced Persons; and (c) all other costs associated with environmental and/or
social mitigation measures set forth in the Safeguard Instruments.
4. The Recipient
shall, and shall cause the Program Implementing Entity to, ensure that each
contract for works under Part 1.1 of the Project includes the obligations of
the work contractors and any sub-contractor to comply with the relevant
provisions of the ESMF and the ESMPs/ECOPs, as the case may be.
5. The Recipient, and
shall cause the Program implementing Entity to ensure, that all terms of
reference for any technical assistance or studies carried out under the Project
are consistent with, and pay due attention to, the Bank’s Safeguards Policies.
6. The Recipient
shall, and shall cause the Program Implementing Entity to:
(a) not amend, revise
or waive, nor allow to be amended, revised or waived, the provisions of the
Safeguard Instruments or any provision of any one thereof, without the prior
written agreement of the Bank; and
(b) maintain policies
and procedures adequate to enable it to monitor and evaluate, in accordance
with guidelines acceptable to the Bank, the implementation of the Safeguard
Instruments.
7. In case of any
inconsistency between the provisions of any of the Safeguard instruments and
this Agreement, the provisions of this Agreement shall prevail.
8. Without limitation
to the provisions of paragraph 1 of Section II.A of this Schedule 2, the
Recipient shall, and shall cause the Program Implementing Entity to, take all
measures necessary on its part to regularly collect, compile, and furnish to
the Bank, as part of the Project Reports, and promptly in a separate report
whenever the circumstances warrant, information on the status of compliance
with the Safeguards Instruments, giving details of:
(a) measures taken in
furtherance of the Safeguards Instruments;
(b) conditions, if
any, which interfere or threaten to interfere with the smooth implementation of
the Safeguards Instruments; and
(c) remedial measures
taken or required to be taken to address such conditions.
Section
II. Project Monitoring, Reporting and Evaluation
1. The Recipient
shall, and shall cause the Program Implementing Entity to furnish to the Bank
each Project Report not later than forty-five (45) days) after the end of each
calendar semester, covering the calendar semester.
2. Without limitation
upon the provisions of Section 2.09 of the Standard Conditions, the Recipient
shall, through MoIT, cause the Program Implementing Entity to:
(a) maintain a
financial management system and prepare financial statements in accordance with
consistently applied accounting standards acceptable to the Bank, both in a
manner adequate to reflect the operations and financial condition of the
Program Implementing Entity, including the operations, resources and
expenditures related to the Part 1 of the Project;
(b) prepare and
furnish to the Recipient and the Bank not later than forty-five (45) days after
the end of each period of six (6) months, interim unaudited financial reports
for the Part 1 of Project covering such period, in form and substance
satisfactory to the Bank;
(c) have its
financial statements referred to above audited by independent auditors
acceptable to the Bank, in accordance with consistently applied auditing
standards acceptable to the Bank. Each audit of these financial statements
shall cover the period of one fiscal year of the Program Implementing Entity;
and
(d) ensure that the
audited financial statements for each period shall be; (i) furnished to the
Recipient and the Bank not later than six (6) months after the end of the
fiscal year of the Program Implementing Entity; and (ii) made publicly
available in a timely fashion and in a manner acceptable to the Bank.
Section
III. Withdrawal of the Proceeds of the GCF Grant
A. General
Without limitation
upon the provisions of Article II of the Standard Conditions and in accordance
with the Disbursement and Financial Information Letter, the Recipient may
withdraw the proceeds of the GCF Grant to finance Eligible Expenditures in the
amount allocated and, if applicable, up to the percentage set forth against
each Category of the following table:
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Category
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Amount of the GCF Grant Allocated (expressed in USD)
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Percentage of Expenditures to be Financed (inclusive of
Taxes)
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(1) Management
Fees and Seed Capital under Part 1.2 of the Project
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3,000,000
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100%
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(2) Goods,
non-consulting services, consulting services, Incremental Operating Costs,
Training and Workshops under Part 2 of the Project
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8.300,000
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100%
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TOTAL AMOUNT
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11,300,000
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B. Withdrawal
Conditions; Withdrawal Period
1. Notwithstanding
the provisions of Part A above, no withdrawal shall be made:
(a) for payments made
prior to the Signature Date; or
(b) under Category
(1) until and unless:
(i) the Recipient has
furnished to the Bank evidence acceptable to the Bank that the Implementation
Agreement has been executed on behalf of the Recipient, through MoIT, and the
Program Implementing Entity, and is binding and enforceable upon the respective
parties thereto in accordance with its terms. As part of the evidence to be
furnished pursuant to the previous sentence of this sub-paragraph 1 (b)(i),
there shall be furnished to the Bank an opinion or opinions satisfactory to the
Bank of counsel acceptable to the Bank or, if the Bank so requests, a
certificate satisfactory to the Bank of a competent official of each of the
Recipient and the Program Implementing Entity, showing that the Implementation
Agreement referred to in Section I.D of this Schedule has been duly authorized
or ratified by the Recipient and the Program Implementing Entity and is legally
binding upon each such party in accordance with its terms;
(ii) the Operations
Manual has been adopted by the Program Implementing Entity and approved by
MoIT, in form and substance satisfactory to the Bank; and
(iii) the GCF
Guarantee Agreement has been executed on behalf of the Bank and the Program
Implementing Entity.
2. The Closing Date
is January 31, 2026.
Section
IV. Other Undertakings
A. Cooperation
with GCF
Without limitation
upon the provisions of Sections 2.10 and 2.11 of the Standard Conditions, the
Recipient shall and shall cause the Program Implementing Entity to cooperate
with the Bank and the GCF and facilitate the conduct of any reviews, ad hoc
checks, verifications or evaluations related to the Project and the GCF Grant
as may be requested by the GCF.
APPENDIX
Definitions
1. “Anti-Corruption
Guidelines” means, for purposes of paragraph 5 of the Appendix to the Standard
Conditions, 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 and as of July 1, 2016.
2. “Bank’s Safeguards
Policies” means the operational policies and procedures for financing of
development projects by the Bank at the date of this Agreement and relating to Environmental
Assessment, Natural Habitats, Pest Management, Indigenous Peoples (Ethnic
Minorities), Physical Cultural Resources, Involuntary Resettlement, Forests,
Safety of Dams, Projects on International Waterways, and Projects in Disputed
Areas, as published under https://policies.worIdbank.org.
3. “Category” means a
category set forth in the table in Section III.A of Schedule 2 to this
Agreement.
4. “Displaced
Persons” means persons who, on account of implementation of the Project, have
experienced or would experience direct economic and social impacts caused by:
(a) the involuntary taking of land, resulting in: (i) relocation or loss of
shelter; (ii) loss of assets or access to assets; or (iii) loss of income
sources or means of livelihood, whether or not such persons must move to
another location; or (b) the involuntary restriction of access to legally
designated parks and protected areas, resulting in adverse impacts on the
livelihood of such person.
5. "EE
Sub-projects” means means each individual energy efficiency sub-project which
IEs and ESCOs shall select in accordance with the eligibility criteria set out
in the Operations Manual and in respect of which the loan provided by the PFIs
for such sub-project will be guaranteed under Part 1.1 of the Project.
6. “Environmental
Codes of Practices” or “ECOPs” means the codes to be prepared by IEs or ESCOs
in accordance with the ESMF; all setting out measures and procedures to avoid,
minimize and/or mitigate any adverse environmental, social, health and safety
impacts that may result from the implementation of the Project.
7.
"Environmental and Social Management Framework” or “ESMF” means
Recipient’s environmental and social management framework acceptable to the
Bank, dated March 31, 2020, which sets out the policies and procedures for the
assessment of environmental and social impacts of, and for the preparation of
ESMPs/ECOPs, as may be required for, Project activities, as said framework may
be revised from time to time with the prior written agreement of the Bank, and
such term includes all schedules and annexes supplemental to said framework.
8. “Environmental and
Social Management Plans” or “ESMPs” means environmental and social plans
acceptable to the Bank, to be prepared and approved by IEs or ESCOs in
accordance with the ESMF, as referred in Section I.E of Schedule 2 to this
Agreement; which set forth the specific actions, measures and policies designed
to maximize the benefit of the respective activities under the Project, as well
as eliminate, offset or mitigate any adverse environmental and social impacts,
or reduce such impacts to acceptable levels, along with administrative and
monitoring arrangements to ensure the implementation of said actions, measures
and policies, as said ESMP may be revised from time to time with the prior
written agreement of the Bank, and such term includes any annexes or schedules
to such plan.
9. “Ethnic Minority
Planning Framework” or “EMPF”' means the Recipient’s ethic minority planning
framework acceptable to the Bank, dated May 16, 2019, setting out the strategy
to be implemented in the carrying out of the Project in areas where ethnic
minorities are residing, cultivating, hunting and carrying out other similar
social activities, which strategy includes special planning measures or actions
to be undertaken aimed at ensuring that through informed consultation the
ethnic minorities receive the benefits from the Project in a culturally
compatible manner acceptable to them, and do not suffer adverse effects as a
result of the implementation of the Project, with related public consultation,
disclosure, monitoring, reporting and grievance redress procedures, as said
framework may be revised from time to time with the prior written agreement of
the Bank, and such term includes any annexes or schedules to such framework.
10. “Ethnic Minority
Development Plans” or “EMDPs” means the ethnic minority development plans
acceptable to the Bank, to be prepared and adopted by IEs or ESCOs in
accordance with the EMDF; as referred to in Section I.E of Schedule 2 to this
Agreement; which set forth the measures to be undertaken in accordance to
ensure culturally appropriate social and economic benefits for the ethnic
minorities affected by Project activities, and to avoid, minimize, mitigate and/or
compensate for any potential adverse effects on the ethnic minorities
associated with such activities; as said plan may be may be revised from time
to time with the prior written agreement of the Bank, and such term includes
any annexes or schedules to such plan.
11. “ESCOs” means the
energy service companies established and operating under the laws of the
Recipient that will receive a loan from PRIs for financing EE Sub-projects.
12. “GCF Guarantee”
means the guarantee referred to in paragraph (B) of the preamble to this
Agreement.
13. “GCF Guarantee
Agreement” means the guarantee agreement referred to in paragraph (B) of the
preamble to this Agreement.
14. “IEs” means the
industrial enterprises established and operating under the laws of the
Recipient that will receive a loan from PFIs for financing EE Sub-projects.
15. “Implementation
Agreement” means the agreement referred to in Section I.D of Schedule 2 to this
Agreement pursuant to which the Recipient shall make part of the proceeds of
the GCF Grant available to the Program Implementing Entity, and cause the
Program Implementing Entity to carry out Part 1.1 of the Project.
16. “Incremental
Operating Costs” the incremental operating costs under the Project incurred by
the Recipient for purposes of Project management, implementation, and
monitoring and evaluation, including office supplies and consumables,
utilities, bank charges, communications, information and communication
campaigns, mass media and printing services, vehicle rental, operation, maintenance,
and insurance, office space rental, building and equipment maintenance, travel,
lodging, and subsistence allowances, the incremental operating costs of the
auditing services for the Project, and salaries of contractual and temporary
staff, but excluding salary and salary supplements of staff of the Recipient's
civil service (“công chức” and “viên chức”).
17. “Management Fees”
means the fees to be paid out of the proceeds of the GCF Grant by MoIT to the
Program Implementing Entity, under terms and conditions acceptable to the Bank
and in accordance with the provisions of the Implementation Agreement.
18. “Ministry of
Industry and Trade” or “MoIT” means the Recipient’s ministry responsible for
industry and trade, or any successor thereto.
19. “Operations
Manual” means the manual, acceptable to the Bank, to be adopted by the PIE and
approved by MoIT, for the operation of Part 1 of the Project referred to in
Section I.B of Schedule 2 to this Agreement, which sets forth detailed
arrangements and procedures for: (a) institutional coordination and day-to-day
execution of Part 1 of the Project; (b) application, review and approval for
RSF Guarantees; (c) eligibility criteria for PFIs, EE Sub-projects, IEs and
ESCOs; (d) payouts and financial management for RSF Guarantees; (e) RSF
portfolio risk management; (f) environmental and social safeguards management;
(g) monitoring and evaluation, reporting and communication; and (h) such other
administrative, financial, technical and organizational arrangements and procedures
as shall be required for Part 1 of the Project; as the said manual may be
amended from time to time with the prior written agreement of the Bank.
20. “PFIs” means the
participating financial institutions to be selected in accordance with
eligibility criteria and procedures set forth in the Operations Manual to
provide loans to IEs and ESCOs for the financing of EE Sub-Projects.
21. “Procurement
Regulations” means, for purposes of paragraph 50 of the Appendix to the
Standard Conditions, the “World Bank Procurement Regulations for IPF
Borrowers”, dated July 2016, revised November 2017 and August 2018.
22. “Program
Implementing Entity” means a financial institution duly established and
operating under the laws of the Recipient, acceptable to the Bank, and duly
appointed by the Recipient, in accordance with criteria acceptable to the Bank,
as set forth in Annex 1 to this Agreement, as such institution may be replaced
from time to time in accordance with the provisions of Section I.C.2 of
Schedule 2 to this Agreement.
23. “Program
Implementing Entity's Legislation” means the Program Implementing Entity’s
charter documents or any decisions or any laws and regulations governing the
organization, reorganization, restructuring, and operations of the Program Implementing
Entity or the RSF as of the date of this Agreement.
24. “Project
Management Board” means the management board established within MoIT pursuant
to Decision No. 552/QD-BCT, dated February 19, 2020, or any successor thereto.
25. “Resettlement
Action Plans” or “RAPs” means the resettlement plans acceptable to the Bank, to
be prepared and adopted by IEs or ESCOs in accordance with the RPF; as referred
to in Section I.E of Schedule 2 to this Agreement; which set forth principles
and procedures governing the acquisition of land and related assets, and the
compensation, resettlement, and rehabilitation of Displaced Persons in
accordance with the guidelines and procedures set forth in the RPF, as said
plans may be revised from time to time with the prior written agreement of the
Bank, and such term includes any annexes or schedules to such plan.
26. “Resettlement
Policy Framework” or “RPF” means the Recipient’s resettlement policy framework
acceptable to the Bank, dated May 16, 2019, which sets forth principles for
formulating entitlements and/or support for affected households, mitigation
measures, grievance redress mechanisms, monitoring and evaluations of
resettlement activities, budget and implementation arrangements, including
capacity building through training, to carry out the acquisition of land and
related assets under the Project and compensation, resettlement, support and
livelihoods rehabilitation of Displaced Persons, and the preparation of
additional RAPs during the implementation of the Project, as said RPF may be
revised from time to time with the prior written agreement of the Bank, and
such term includes any annexes or schedules to such framework.
27. “RSF” means the
risk sharing facility, a government program created for the purposes of the Project,
under the oversight of the Recipient, through MoIT, and managed by the Program
Implementing Entity.
28. “RSF Accounts”
means the accounts established and maintained by the Program Implementing
Entity on behalf of the Recipient for the purpose of depositing, holding and
transferring funds for the RSF, and referred to in paragraph 2 of Annex 2 to
this Agreement.
29. “RSF Guarantees”
means the partial credit guarantees issued by the Program Implementing Entity
to PFIs to guarantee loans provided by PFIs to IEs and ESCOs to finance
eligible EE Sub-projects.
30. "Safeguards
Instruments" means, collectively, the Environmental and Social Management
Framework, the Environmental and Social Management Plans, the Resettlement Policy
Framework and the Resettlement Action Plans, the Ethnic Minorities Planning
Framework, and the Ethnic Minorities Development Plans.
31. “Seed Capital”
means a portion of the proceeds of the GCF Grant to be made available from MoIT
to the Program Implementing Entity for the costs of operating the RSF, under
terms and conditions acceptable to the Bank and in accordance with the
provisions of the Implementation Agreement.
32. "Signature
Date" means the later of the two dates on which the Recipient and the Bank
signed this Agreement and such definition applies to all references to “the
date of the GCF Financing Agreement” in the Standard Conditions.
33. “Standard
Conditions” means the “International Bank for Reconstruction and Development
and International Development Association Standard Conditions for Financing
Made by the Bank Acting as an Accredited Entity of the Green Climate Fund Out
of the GCF Accredited Entity Trust Fund”, dated October 8, 2019.
34. “State Bank of
Vietnam” means the Recipient's central bank, or any successor thereto.
35. “Training and
Workshops” means the reasonable costs of expenditure incurred by the Recipient,
based on annual work plans and terms of reference acceptable to the Bank, in
facilitating and conducting domestic and overseas training and workshop
activities of the Project, including costs of training or workshop materials;
honoraria; interpretation and translation: equipment and venue rental; lunches;
and per diem, accommodation, and transportation for those attending the
training or workshop; but excluding salary and salary supplements of
Recipient’s civil servants (“công chức” and “viên chức”).
36. “Transaction
Documents” means this Agreement, the Implementation Agreement, the GCF
Guarantee Agreement, the Operations Manual, or any agreements entered into by
the Program Implementing Entity in connection with the issuance of RSF
Guarantees or any other agreements related to the RSF.
ANNEX 1
CRITERIA FOR SELECTION OF THE
PROGRAM IMPLEMENTING ENTITY
The criteria for
selecting the PIE shall include the following:
(a) that the Program
Implementing Entity has the capacity to assess PFIs’ due diligence and manage
the risks assumed by the RSF;
(b) that the Program
Implementing Entity is a commercial bank or an existing guarantee agency with
self-sustaining cash flow;
(c) that the Program
Implementing Entity has sufficient capacity to fulfil all required
responsibilities over the implementation period of the Project; and
(d) that the Program
Implementing Entity has the capacity to create knowledge and learning
opportunities, particularly on the use of risk guarantee instruments, from risk
assessment of each applications to risk and exposure management at the
portfolio level, and its effectiveness to open up a new line of business, such
as industrial energy efficiency lending, of which the market is less
experienced and the perceived risk is high.
ANNEX 2
RISK SHARING FACILITY
1. The provisions in
this Annex 2 are without limitation or restriction upon any of the Recipient's
other obligations under this Agreement.
2. The Recipient
agrees that:
(a) it shall take,
and cause to be taken, all lawful actions within its power that shall be
necessary or appropriate to enable MoIT and the Program Implementing Entity to
perform all of their respective obligations under the Transaction Documents to
which they are party;
(b) it shall not
take, or permit to be taken, any action which would prevent or interfere with
the performance by MoIT or the Program Implementing Entity of any of their
respective obligations in connection with the RSF or any Transaction Documents
to which they are party;
(c) the Program
Implementing Entity shall establish and maintain on behalf of the Recipient
such accounts as may be required to deposit, hold and transfer funds for the
RSF (the “RSF Accounts”);
(d) the RSF Accounts
shall be maintained and managed solely for the purpose of the RSF, in
accordance with and subject to the terms and conditions of the implementation
Agreement, the GCF Guarantee Agreement and the Operations Manual, and in
conformity with appropriate administrative, technical, financial, economic,
environmental and social standards and practices (including appropriate
protection against set-off, seizure and attachment, and exercise of its rights
in such manner as to protect the interests of the Recipient, the Program
Implementing Entity and the Bank);
(e) it shall not use,
or permit to be used, the resources held in the RSF Accounts for any purpose
other than the RSF;
(f) any payments made
by the Bank under the GCF Guarantee Agreement to the Program Implementing
Entity shall be transferred to the relevant RSF Account for the purpose of
enabling the Program implementing Entity to make payouts under RSF Guarantees;
(g) any amounts: (i)
paid by the Bank under the GCF Guarantee Agreement to the Program Implementing
Entity; or (ii) remitted by the Program Implementing Entity to the Bank,
including inter alia as fees under the GCF Guarantee Agreement or as
recoveries following a pay out under the GCF Guarantee, shall be free and clear
of any deduction, restrictions or retention of any kind in respect of any
taxes; and
(h) at the expiration
of the Risk Sharing Facility, any amounts remaining in the RSF Accounts (other
than any amounts from the proceeds of any pay out under the GCF Guarantee or
from any recoveries made in relation to an RSF Guarantee claim for which a pay
out under the GCF Guarantee has been made) that are no longer required by the
program Implementing Entity to meet any RSF Guarantee claims or for the
pavement of Management Fees (or any other eligible fees or expenses), may,
subject to the provisions of Implementation Agreement, be retained by the
Program Implementing Entity.
3. The Recipient
shall:
(a) promptly inform the
Bank of any condition which interferes with, or threatens to interfere with the
performance of the Program Implementing Entity’s or any other relevant party's
obligations in connection with Part 1 of the Project; or which would or could
adversely affect the ability of the Recipient, MoIT or the Program Implementing
Entity to exercise their respective rights under the Transaction Documents to
which they are a party;
(b) provide and
facilitate access by the Bank to the Program Implementing Entity in order to
discuss and to exchange views with the Program Implementing Entity relating to
Part 1 of the Project;
(c) without
limitation or restriction upon any of its other obligations under this
Agreement, punctually perform all of its obligations under any Transaction
Document to which it is a party;
(d) notify, and cause
to be notified, the Bank prior to agreeing to any amendment, waiver,
termination or other change to any Transaction Document, and shall, other than
with respect to the Implementation Agreement and the Operations Manual, obtain
the prior written consent of the Bank prior to agreeing to any such amendment,
waiver, termination or other change to such Transaction Document which would or
could in the opinion of the Bank affect the rights or obligations of the Bank
under the GCF Guarantee Agreement (including, without limitation, any
assignment, transfer, novation, abrogation, granting of security over or other
disposition of any rights or obligations under such Transaction Documents);
(e) promptly notify
and provide, or cause to be notified and provided, to the Bank copies of any
notification or report issued or received by the Recipient, MoIT or the Program
Implementing Entity, under any Transaction Document, which would or could
materially affect the rights or obligations of the Bank under the GCF Guarantee
Agreement or any other Transaction Document; and
(f) take all lawful
actions within its power to remedy and cure any events within control or
responsibility of the Recipient that would or could result in the breach,
default, suspension or termination of any of the Transaction Documents.