OFFICIAL DOCUMENTS Multi-Donor Trust Fund for support to the Forum for Agricultural Research in Africa (FARA) ADMINISTRATION AGREEMENT (TF No. 071192) (EC Trust Fund No _____1-___ Article 1 Subject Section 1.01. In pursuance of the Trust Funds and Cofinancing Framework Agreement between the European Union, represented by the European Commission (the "Commission"), and the International Bank for Reconstruction and Development ("IBRD"), the International Development Association ("IDA"), and the International Finance Corporation ("IFC") (collectively, the World Bank Group) dated March 20, 2009 (the "Framework Agreement"), the Commission hereby agrees to make available a Contribution for an amount referred to in Section 3.02, and to be administered by the Multi-Donor Trust Fund established for support to the Forum for Agricultural Research in Africa ("FARA") (TF No. TF071192) (the "Project"). Section 1.02. The Contribution shall be used exclusively for the purposes set out in Annex I which includes a Description of the Project as well as, where required, the expenditures eligible for financing from the Commission, and the relevant indicators. Section 1.03. The Bank shall administer the Contribution in accordance with the provisions of: - the Framework Agreement; - this Administration Agreement; - the attached General Conditions applicable to European Union Contributions to Trust Funds (the "General Conditions"); and - the standard provisions agreed between the Bank and the donors (the "Standard Provisions"). Section 1.04. The Contribution is provided under Joint Management for all purposes of this Administration Agreement. Section 1.05. The Project is a Multi-Donor Trust Fund for all purposes of this Administration Agreement. Section 1.06. The trust fund is not an Exceptionally large trust fund for the purposes of Section 16.03 of the General Conditions. Article 2 Entry into force and Implementation Period Section 2.01. This Administration Agreement shall enter into force when the last of the two Parties signs and will remain in force until the End Date. must be incurred after the date Section 2.02. Expenses financed under the Contribution following that on which the last of the two parties signs. equal to the Contribution will be aection 2.03. It is expected that an amount of the trust fund Administration Agreement by fully utilized in accordance with the provisions of this End Disbursement Date can only be December 31, 2018 ("End Disbursement Date"). The 9 of the General Conditions. modified with the agreement of both Parties pursuant to Article pro rata share of the funds Section 2.04. The Bank shall only disburse the European Union's added thereto for the purposes remaining in the trust fund, including any investment income Date with the prior written of this Administration Agreement after the End Disbursement a-reement of the Commission. Article 3 Amount of the Contribution be EUR 33,534,000 as set out in Section 3.01 The budget of the trust fund is estimated to Annex IV. 14,000,000 for the trust fund. Section 3.02 The Commission undertakes to finance EUR shall not exceed 7% of the Section 3.03 Indirect Costs under this Administration Agreement final amount of eligible Direct Costs of the Contribution. the Commission, deduct from each The Bank may, following deposit of the Contribution by own account an amount equal to Contribution of the Commission and retain for the Bank's 1%of the Contribution. of 0.62% of the holding In addition, staff costs for program management up to a maximum on an actual basis and as a Direct currency of the trust fund will be charged to the trust fund Conditions. Cost provided they comply with Section 14.01 of the General shall be adjusted to the actual The final amount that the Bank is entitled for Indirect Costs Articles 14 and 17 of the General disbursed amounts of the Contribution in accordance with Conditions. considered eligible under this Section 3.04 The following categories of costs shall be Section 14.01 of the General Administration Agreement provided they comply with Conditions: For Bank-executed activities: costs, Staff Costs (including Indirect Costs), Travel Expenses, Media and Workshop Services, Staff, Contractual Consultant Fees, Extended Term Consultants, Temporary Support and Associated Overheads. For Recipient-executed activities: Goods, Services, Training and Workshops, and Operating costs. Article 4 Payment schedule and Reporting Section 4.01. Payments will be made in accordance with Article 15 of the General Conditions, and in accordance with the following payment schedule: Advance payment EUR 7,000,000 50% Intermediate payment EUR 6,300,000 45% Final payment EUR 700,000 5% (subject to the provisions of the General Conditions) the World Bank Group shall convert such funds into United States Dollars promptly following receipt of the funds, and receipt of all the appropriate legal documentation and the payment details information. Section 4.02. Narrative progress report(s) and financial information shall be provided consistent with Article 2 of the General Conditions, and in accordance with the following schedule: - a narrative progress report shall be forwarded to the Commission on a semi-annual basis following the signature of this Administration Agreement. A final narrative report shall be forwarded to the Commission within six (6) months after the End Disbursement Date; - the progress financial information shall be made available via the Bank's Trust Funds Donor Center secure website following the signature of this Administration Agreement. The final financial information shall be made available via the Bank's Trust Funds Donor Center secure website within six (6) months after the End Disbursement Date. Section 4.03. For the purposes of Section 2.03 of the General Conditions an updated workplan shall be provided with each report. Article 5 Communications and addresses Any communication relating to this Administration Agreement shall be in writing, shall state the number and title of the trust fund, and shall use the following addresses. Payment requests and attached reports, including requests for changes to bank account arrangements pursuant to Section 9.02 of the General Conditions, shall be sent to: For the Commission: European Commission Directorate-General for Development and Cooperation - EuropeAid Head of Unit Contracts and Audit for the Central and Western Africa, E4 Rue de la Loi, 41 1049 Brussels, BELGIUM be sent to the European Commission at A copy of the reports referred to in Section 4.02 shall the following address: European Commission - EuropeAid Directorate-General for Development and Cooperation Head of Unit E3 Regional Programmes Sub-Saharan Africa and ACP wide, Rue de la Loi, 41 1049 Brussels, BELGIUM For the Bank: Mr. David J. Nielson Lead Agriculture Services Specialist AFTAR The World Bank 1818 H Street, NW Washington, DC 20433 U.S.A. Article 6 Annexes to this Administration Agreement and Section 6.01. The following documents are annexed form an integral part thereof: Annex I: Description of the Project. Contributions to Trust Annex II: General Conditions applicable to European Union Funds. the donors. Annex III: The standard provisions agreed between the Bank and Annex IV: Indicative Budget for the Project. provisions of the Annexes and those of Section 6.02 In the event of a conflict between the Administration Agreement shall take this Administration Agreement, the provisions of this of Annex II and those of the precedence. In the event of a conflict between the provisions other Annexes, the provisions of Annex II shall take precedence. Article 7 Other conditions applying to the Project donors, including the European Section 7.01. The measures taken to identify all MDTF publications, training, programmes, Union, as the source of financing shall be that all all press releases or other public seminars or symposia financed under the MDTF, and the MDTF shall clearly indicate that information materials issued by the Bank with respect to the MDTF donors, including the the activities in question have received funding from defined in a Communication and European Union. The visibility actions will be further in line with the Joint Visibility Visibility Plan, agreed by the Bank and the Commission, Guidelines Relating to EC-funded WB-administered Trust Funds and Co-financings (2009). The communication and Visibility Plan will take into account the complexities of multi-donor support. Section 7.02. Sections 10.03, 10.04 and 14.03 of the General Conditions shall be deemed to have been complied with, provided the amount contributed by the other donors to the Multi- Donor Trust Fund is sufficient to cover those amounts which are ineligible under the European Union rules including cost recovery fees. This agreement is drawn up in three originals, two for the Commission and one for the World Bank Group entity. For the European Union, represented For the International Bank for by the Commission of the European Reconstruction and Development; Communities International Development Association Name: Name: jE, c4 erra3; Position: Position: b >n Signature: Signature: Date: z Date: 11 ANNEX I Trust Fund Forum for Agricultural Research in Africa Multi-Donor Description integral part of all administration agreements This Annex shall be applicable to and form an Agreements" and each an for the Trust Fund (collectively, the "Administration and any entities that provide any funds to the "Administration Agreement") between the Bank Trust Fund (collectively, the "Donors"). 1. Objectives capacity for innovation and The objective of the Trust Fund is to strengthen Africa's integrating its capacities for change and transformation by envisioning its strategic direction, creating an enabling policy environment for implementation. 2. Activities of activities) to be financed by the The activities (which may be described as "components" Trust Fund are: responsibility: 2.1 Bank-executed activities, for which the Bank has implementation under the Project. Carrying out the enhanced supervision of the activities Recipients (as defined in 2.2 Recipient-executed activities, for which one or more Annex 2) have implementation responsibility: FARA's Medium Term Component 1: Strategic Priorities. In line with including of strategic priorities, Operational Plan (MTOP), carrying out by FARA transformation - with those related to: (i) visioning Africa's agricultural for integrating capacities foresight, strategic analysis and partnerships; (ii) an enabling environment change - by connecting and learning; and (iii) creating for implementation - by advocating and communicating. Management. In line Component 2: Corporate Governance Reforns and Program carrying out by FARA with FARA's Medium Term Operational Plan (MTOP), out by and operations; carrying of a program to strengthen its corporate governance organizations; sub-regional FARA of programs to promote good governance among and provision of program management. Programs. In line with Component 3: Support to Regional and Sub-Regional by FARA of sub- FARA's Medium Term Operational Plan (MTOP), provision in support of advisory services, agricultural education grants for specific sub-projects sub-regional organizations for and research and development to regional and support capacity building, training, networking and advocacy. 3. Eligible Expenditures 3.1 For Bank-executed activities, the Trust Fund funds may be used to finance: Staff Costs (including Indirect Costs), Travel Expenses, Media and Workshop Term Consultants, Temporary Support Staff, Contractual Services, costs, Consultant Fees, Extended and Associated Overheads. 3.2 For Recipient-executed activities, the Trust Fund funds may be used to finance: Goods, Services, Training and Workshops, and Operating costs. 4. Taxes I.1 The foregoing activities and categories of expenditures may include the financing of taxes in accordance with the Bank's applicable policies and procedures. ANNEX II OF THE ADMINISTRATION AGREEMENT UNION GENERAL CONDITIONS APPLICABLE TO EUROPEAN CONTRIBUTIONS TO TRUST FUNDS AGREEMENT GENERAL PROVISIONS TO THE ADMINISTRATION ARTICLE 1 General obligations of the World Bank Group entity to the Description of the Project Section 1.01. The World Bank Group entity may, according them to a Recipient for execution in in Annex I, execute the funds directly or may provide and procedures. accordance with the World Bank Group entity's policies entity shall carry out the Project in Section 1.02. In case of a BETF, the World Bank Group the Description of the Project accordance with the Administration Agreement, including Bank Group entity's policies and contained in Annex I, and in accordance with the World on the indicators specified in the procedures. The World Bank Group entity shall report Description of the Project. Group entity shall be responsible, as Section 1.03. In case of a RETF, the World Bank arrangements to ensure that the administrator on behalf of the Commission, for making it was granted, with due attention to Contribution is used only for the purposes for which purpose, the World Bank Group entity considerations of economy and efficiency. For this provide technical assistance, in shall monitor, evaluate, report and, where applicable, the Description of the Project accordance with the Administration Agreement, including Bank Group entity's policies and contained in Annex I, he Grant Agreement and the World on the Indicators specified in the procedures. The World Bank Group entity shall report Description of the Project. Agreement with the Recipient for the The World Bank Group entity shall enter into a Grant set forth in the Administration provision of such funds to the Recipient for the purposes up to the maximum amount of the Agreement. Grant Agreements may be entered into intend to make available in the contributions that all donors including the European Union entity shall provide a copy of the Administration Agreement(s). The World Bank Group Bank Group entity shall be solely Grant Agreement to the Commission. The World and shall carry out such responsible for the administration of such Grant Agreement and procedures without prejudice to administration in accordance with its applicable policies Section 1.06. only for performing those Section 1.04. The World Bank Group entity will be responsible in these General Conditions, functions specifically set forth in the Administration Agreement, of a Multi-Donor Trust Fund, of unless agreed otherwise with the Commission, and in case Terms and Conditions, and will not the relevant Resolution or the Standard Provisions or the the Commission, including, without be subject to any other duties or responsibilities to to a fiduciary or trustee under limitation, any duties or obligations that might otherwise apply the Administration Agreement, in general principles of trust or fiduciary law. Nothing in Fund, in the relevant Resolution these General Conditions, and in case of a Multi-Donor Trust will be considered a waiver of any or the Standard Provisions or the Terms and Conditions, privileges or immunities of the relevant World Bank Group entity under its Articles of Agreement or any applicable law, all of which are expressly reserved. Section 1.05. The World Bank Group entity shall take measures to prevent irregularities, fraud, corruption or any other illegal activity in the management of the Project in accordance with its policies and procedures. In accordance with applicable World Bank Group policies and procedures, including those pertaining to protection of confidential information and the integrity of the investigative process, the World Bank Group entity shall keep the Commission informed of the progress of any formal World Bank Group entity investigation concerning the misuse of funds provided under this Administration Agreement and will report to the Commission without delay the conclusions of such findings as well as measures taken to address the fraud and corruption consistent with its policies and procedures on anti-corruption. In accordance with the World Bank Group's policies and procedures, the World Bank Group entity shall, for BETFs, terminate contracts with Beneficiaries and, for RETFs, terminate the Grant Agreement or the financing to the Recipient for contracts with Beneficiaries, when either the Beneficiaries and/or the Recipient have been found by the World Bank Group entity to have been involved in fraud or corruption in connection with this trust fund financed by the Commission. In such cases, the World Bank Group entity shall apply its applicable policies and procedures in consultation with the donor(s) to recover the ineligible expenditures. Section 1.06. The World Bank Group entity undertakes to ensure that the principles set forth under Section 1.05, and Articles 4, 5, 6, 10, 14 and 16 of these General Conditions also apply to the Recipient and, where applicable, to Beneficiaries involved. The World Bank Group entity shall indicate to the Recipient in the Grant Agreement the possibility that the Commission may adopt measures vis-A-vis the Recipient, should the latter not reimburse the World Bank Group entity under Section 1.05. ARTICLE 2 Obligations regarding financial information and narrative reports Section 2.01. The World Bank Group entity shall provide the Commission with information on the progress and results of the Projects financed under the Contribution. To that end the World Bank Group entity shall prepare narrative progress report(s) and a final report containing information set forth in Section 2.03 and 2.04. The World Bank Group will also provide the Commission with progress and final financial information regarding the Project. The narrative report(s) as well as the financial information shall cover the entire Project described in the Administration Agreement regardless of whether or not the Project is entirely financed by the Commission. Section 2.02. The World Bank Group entity shall send to the Commission narrative progress report(s) and make available progress financial information in accordance with the provisions below. Every report and information shall include all Project activities for the period covered. The financial information will be made available via the Bank's Trust Funds Donor Center secure website. Section 2.03. The narrative progress report(s) shall provide for comparison of the objective(s) of the trust fund, the results expected and obtained and the budget details for the Project. The level of detail in the narrative report(s) should match that of the Description of the Project and of the indicative budget of the Project. The narrative reports should include: - Summary and context of the Project; related to the description - Activities carried out during the reporting period (i.e. directly Agreement, including of the Project and activities foreseen in this Administration European Union as source of information on the measures taken to identify the financing); challenges; - Difficulties encountered and measures taken to overcome changes in the procurement plan - Changes introduced in implementation, including pursuant to Section 10.01; in the Description of the Project - Achievements/results by using indicators specified contained in Annex I; described in the Administration - Work plan or schedule of Project activities (as is sent after the end of the period Agreement) for the following period. If the report a provisional work plan or schedule covered by the preceding work plan or schedule, by the preceding work plan or shall be submitted before the end of the period covered schedule. a history of contributions received and The progress financial information shall provide for whether the incurred expenditures the expenditures. It shall allow the Commission to assess generally comply with the Administration Agreement. the above information (excluding the Section 2.04. The final narrative report shall contain entire Project implementation, future workplan or schedule of Project activities) covering the the European Union as a/the source of information on the visibility measures taken to identify in Section 7.02 if relevant, and financing, details on the transfers of assets mentioned in Section 10.01. The final financial information on the final procurement plan mentioned received and the expenditures. It information shall provide for a history of the contributions expenditures generally comply shall allow the Commission to assess whether the incurred with the Administration Agreement. Section 2.05. The reports shall be presented in English. at the following intervals: Section 2.06. The narrative progress report(s) shall be submitted Conditions: if payments follow option 1 of Section 15.01 of these General on an annual basis - a narrative progress report shall be forwarded to the Commission following the signature of the Administration Agreement. (6) months after the End - a final report shall be forwarded to the Commission within six Agreement. Disbursement Date specified in Section 2.03 of the Administration Conditions: if payments follow option 2 of Section 15.01 of these General request for a further - a narrative progress report shall accompany each payment instalment of financing; after the End - a final report shall be forwarded to the Commission within six (6) months Agreement. Disbursement Date specified in Section 2.03 of the Administration made available pursuant to Section Section 2.07. The progress financial information shall be Agreement. The final financial 2.02 following the signature of the Administration within six (6) months after the information shall be made available pursuant to Section 2.02 Administration Agreement without End Disbursement Date specified in Section 2.03 of the these General Conditions. prejudice to the obligations set out in Section 16.06 of Section 2.08. The Commission may request clarification on the narrative or financial information providing the reasons for the request. Such information shall be provided as soon as available but no later than forty-five days (45) days of the request. Section 2.09. In addition to the above mentioned reports, the World Bank Group entity will ensure that other reports, publications, press releases and updates, relevant to the Administration Agreement are communicated to the Commission promptly following their issuance. Other reports may be made available on the Donor Centre secure website. The Commission may request reasonable additional information on a case by case providing the reasons for the request. Such information basis, shall be supplied within forty-five days (45) days of the request and where applicable, the Commission will be provided the website address for the trust fund. The World Bank Group entity and the Commission will endeavour to promote close collaboration and exchange of information on the Project. Section 2.10. The World Bank Group entity shall promptly inform the Commission of any event which, in its opinion, interferes or threatens materially to delay or interfere with the successful implementation of any Project financed by the Contribution. ARTICLE 3 Liability Other than for failure to perform its obligations set forth in these General Conditions, in the Administration Agreement, and in the case of a Multi-Donor Trust Fund, in the relevant Resolution or the Standard Provisions or the Terms and Conditions, the Commission shall not under any circumstances whatever be liable for damages caused either to or by the World Bank Group entity or third parties, during the performance of the Administration Agreement. No claim can be submitted to the Commission for compensation or for restoration of any such damage or loss. The Commission will not be responsible for the activities of any person or third party engaged by the World Bank Group and/or the Recipient as a result of the Administration Agreement, nor will the Commission be liable for any costs incurred by the World Bank Group and/or the Recipient in terminating the engagement of any such person. ARTICLE 4 Conflict of interest The World Bank Group entity undertakes to take necessary precautions to avoid conflicts of interest in accordance with the applicable policies and procedures of the World Bank Group. ARTICLE 5 Disclosure The obligations on confidentiality and disclosure of information are included in Article 10 of the Framework Agreement. ARTICLE 6 Visibility and Transparency Union as a/the source of Section 6.01. The measures taken to identify the European Framework Agreement and will be financing are subject to Article 8 and Attachment 4 of the specified in the Administration Agreement. Group entity's applicable rules on Section 6.02. With due regard to the World Bank the obligations on publication of confidentiality, security and protection of personal data, Agreement. Beneficiaries shall be governed by Article 9 of the Framework ARTICLE 7 Ownership/use of results and equipment own all rights, title and interest to Section 7.01. The relevant World Bank Group entity shall used for and produced by a Project all industrial and intellectual property rights and materials World Bank Group hereby grants in relation to this Administration Agreement. However the and as it sees fit any of these the Commission a non-exclusive right to use free of charge thereby breach existing industrial materials produced by a Project provided said use does not entity's policies and Article 5 of and intellectual property rights and the World Bank Group these General Conditions. Agreement the equipment, Section 7.02. Unless otherwise agreed in the Administration transferred to Recipients, local vehicles and supplies paid for by the Contribution shall be contractors) of the activities authorities or to the final recipients (excluding commercial with World Bank Group financed by the trust fund by the end of the Project in accordance of those transfers shall be kept for policies on asset management. The documentary proof verification along with the documents mentioned in Section 16.06. ARTICLE 8 Participation in Supervision of the Project to participate in Section 8.01. Representatives of the Commission shall be invited Bank Group entity relating to the Supervision missions, when applicable, led by the World Bank Group entity shall keep the Project financed under the Contribution. The World regularly provide the Commission Commission informed of the findings of such missions and with summaries of any reports resulting from such missions. in a World Bank Group Section 8.02. Notwithstanding the Commission's participation wish to carry out Supervision entity's Supervision mission, the Commission as a donor may by representatives of the missions independently at its own cost. Supervision missions manner between the World Commission should be planned and carried out in a collaborative keeping in mind the Bank Group entity's staff and the Commission's representatives, for the effective and efficient commitment of both to coordination and collaboration Agreement. These missions are implementation of the Project included in the Administration matters are to be agreed upon by to be planned ahead with reasonable notice and procedural The mission will make a the Commission and by the World Bank Group entity in advance. for comments prior to final draft of its report available to the World Bank Group entity issuance. ARTICLE 9 Amendment of the Administration Agreement Section 9.01. Any modification of the Administration Agreement, including the Annexes thereto, shall be in writing in an amendment. The request for amendment shall be submitted by either the World Bank Group entity or the Commission one (1) month before the amendment is intended to enter into force, unless otherwise agreed by the World Bank Group entity and by the Commission. Section 9.02. Notwithstanding Section 9.01, changes of address and changes of bank account may simply be notified in writing to the Commission. Changes of bank account must be specified in the request for payment using a financial identification form. ARTICLE 10 Procurement and Grants Section 10.01. If parts of the Project are contracted by the World Bank Group, the relevant procurement plan will be specified in the Description of the Project. If it is not specified therein, the World Bank Group entity will present it to the Commission as soon as it is available. Section 10.02. Unless otherwise agreed by the Parties in writing, the procurement of any goods, works or services and the award of Grants to Beneficiaries by the World Bank Group entity or the Recipient in the context of the Project shall be carried out in accordance with the applicable policies and procedures adopted by the World Bank Group entity, as previously assessed by the Commission. The administration and enforcement of all provisions entered into between the World Bank Group entity and a third party that is financed by the trust fund shall be the responsibility solely of the World Bank Group entity and shall be carried out in accordance with its applicable procedures, except as otherwise specified in this Article 10 and Section 1.06. Without prejudice to the specific procedures and exceptions applied by the World Bank Group entity, the award of Grants to Beneficiaries shall apply the following principles: - No single Beneficiary may receive more than one Grant financed by the European Union for the same activity. For additional activities, a Beneficiary may receive supplemental Grants; - Grants may only cover costs incurred after the date on which the Grant contract with the Beneficiary enters into force; - No portion of any Grant shall be used to provide a direct profit out of the proceeds of the Grant to the Grant Beneficiary unless the objective of the Grant is to reinforce the financial capacity of the Beneficiary; and - Grants may not as a rule finance the entire cost of the activities carried out by the Beneficiary. Section 10.03. The origin of the goods and the nationality of the organisations, companies and experts selected for carrying out activities in the Project shall be determined in accordance with the World Bank Group entity's relevant rules. The World Bank Group entity's policies and procedures on procurement and Grants to Beneficiaries are untied. into consideration as provided for Section 10.04. The World Bank Group entity shall take the following or similar situations as under the World Bank Group's policies and procedures 'ors for determining qualification or eligibility of: having their affairs administered - Beneficiaries that are bankrupt or being wound up, are have suspended business by the courts, have entered into arrangement with creditors, matters, or are in any activities, are the subject of proceedings concerning those for in national legislation analogous situation arising from a similar procedure provided or regulations; concerning their professional - Beneficiaries that have been convicted of an offence conduct by a judgment which has the force of res judicata; which has the force of res - Beneficiaries that have been the subject of a judgment or any other illegal judicata for fraud, corruption involvement in a criminal organisation activity; the information required - Beneficiaries that are guilty of misrepresentation in supplying this information; as a condition of participation in the procedure or fail to supply - Beneficiaries that are subject to a conflict of interest. given access whatever its medium Section 10.05. The World Bank Group entity may be exclusion database set up and (written on paper or stored in electronic form) to the central The foregoing shall be operated by the Commission (the "Central Exclusion Database"). for in Attachment 5 of the applied in accordance with the provisions that may be provided the World Bank Group would Framework Agreement including any condition under which 1 January 2009 which has the communicate to the Commission any judgment rendered after organization or any other force of resjudicatafor fraud, corruption, involvement in a.criminal a trust fund financed by the illegal activity against a Beneficiary receiving funds from European Union. ARTICLE 11 Suspension of the Administration Agreement implementation of all or part of Section 11.01. The World Bank Group entity may suspend when circumstances make the Project in accordance with its policies and procedures including Commission without delay and it too difficult or dangerous to continue. It shall inform the suspended. The Administration provide all the necessary details should a project be 12.01. If the Administration Agreement may be terminated in accordance with Section shall endeavour to minimise the Agreement is not terminated, the World Bank Group entity the Project once the conditions duration of the suspension and may resume implementation of allow, and shall inform the Commission accordingly. implementation period of the Section 11.02. Upon removal of the suspension, the by an amount of time equivalent Administration Agreement shall be automatically extended to any amendments to the to the duration of the suspension. This is without prejudice adapt the Project to the new Administration Agreement which may be necessary to implementing conditions. ARTICLE 12 Termination of the Administration Agreement Section 12.01. If, at any time, either party believes that the purposes of the Administration Agreement can no longer be effectively or appropriately carried out, it shall consult the other party. The Administration Agreement may be terminated at the initiative of either party by giving the other party three (3) months' prior written notice to cancel all or part of the Commission's pro rata share of any remaining balance of the Contribution funds that is not committed pursuant to any agreements entered into between the World Bank Group entity and any consultants and/or other third parties for the purposes of the Administration Agreement prior to the receipt of such notice, including the Grant Agreement[s]. The World Bank Group entity shall return such cancelled balance to the Commission including any investment income in accordance with Article 18. Section 12.02.Where the World Bank Group entity: - fails, without justification, to fulfil any of the obligations set out in Sections 1.02 and 1.03 incumbent on it, including the presentation of a final narrative report and/or making available final financial information within the deadlines laid down in Sections 2.06 and 2.07, after being given notice by letter to comply with those obligations, still fails to do so or to furnish a satisfactory explanation within thirty (30) days of sending of the letter; and, in case of narrative progress reports, after failing to provide, together with a satisfactory explanation, a summary of the state of the progress of the Project; - fails to comply with Section 1.05 or Article 4; - provides false reports or makes false or incomplete statements to obtain the Contribution provided for in the Administration Agreement; - commits financial irregularities or is guilty of grave professional misconduct; - undergoes legal, financial, technical or organisational change that is likely to substantially affect negatively the Administration Agreement or to call into question the decision by which a direct financial contribution is awarded to the World Bank Group by the Commission following a Call for proposals; After prior consultation with the World Bank Group entity the Commission may terminate the Administration Agreement. In that event the Commission may request full or partial repayment of any amounts that should have not been considered eligible, after allowing the World Bank Group entity to submit its observations. Section 12.03. Prior to or instead of terminating the Administration Agreement as provided for in Section 12.02, the Commission may suspend payments or (exceptionally) the eligibility of expenses as a precautionary measure, informing the World Bank Group entity immediately. Section 12.04 This Administration Agreement shall be automatically terminated if no payment has been made by the Commission within three (3) years of its signature. ARTICLE 13 Dispute resolution Section 13.01. The Parties shall endeavour to settle amicably any dispute or complaint relating to the interpretation, application or fulfilment of the Administration Agreement, including its existence, validity or termination. In default of amicable settlement, any party may refer the matter to arbitration in accordance with the Permanent Court of Arbitration and States in force at the Optional Rules for Arbitration Involving International Organisations date of the Administration Agreement. proceedings shall be English. The Section 13.02. The language to be used in the arbitral Permanent Court of Arbitration appointing authority shall be the Secretary General of the decision shall be binding following a written request submitted by any party. The Arbitrator's appeal. on all parties to the arbitral proceedings and there shall be no shall be interpreted as a waiver of Section 13.03. Nothing in the Administration Agreement by its constituent documents or any privileges or immunities accorded to any party hereto international law. AGREEMENT FINANCIAL PROVISIONS TO THE ADMINISTRATION ARTICLE 14 Eligible costs the Administration Agreement Section 14.01. To be considered eligible as Direct Costs under costs must: fund, fall within the - be necessary for carrying out the activities financed by the trust the principles of sound scope of the Administration Agreement, and comply with effectiveness; financial management, in particular value for money and cost 2.02 of the - have actually been incurred after the date specified in Section Date specified in Section Administration Agreement and before the End Disbursement 2.03 of the Administration Agreement; be identifiable, backed - be recorded in the World Bank Group or Recipient's accounts, to the provisions on the by originals of supporting evidence and verifiable pursuant verification provision set out in Section 16.07. to Section 14.04, the following Section 14.02. Subject to the above and without prejudice World Bank Group entity, or its Direct Costs related to the activities of the trust fund of the the World Bank Group entity's Recipient may be eligible provided they are consistent with policies: funded by the - the cost of staff, including those at headquarters, assigned to the activities trust fund, corresponding to salaries and other benefits costs; - travel and subsistence costs for staff and consultants:; - cost of purchase or lease for goods and services (including consultant services, transport, storage and distributing, lease of equipment, etc.); supplies and - costs directly arising out of, or related to, distributing consumables, communications; - expenditure on contracting (including works); of activity directly - the proportion of field office costs that corresponds to the amount of the amount attributable to the activities financed by the trust fund or to the proportion deposited by the European Union; of - media workshops, conferences, meetings and other costs including dissemination information, translation, reproduction, publication; - training; - Supervision/project management activities, project preparation activities, and specific reporting for the needs of the Commission; - financial service costs (in particular bank fees for transfers) and insurance; - costs related to carrying out visibility activities. Section 14.03.The following costs of the World Bank Group entity or its Recipient shall not be considered eligible: - expenditures and provisions for possible future losses or debts; - interest owed to any third party; - items already financed from other sources; - purchases of land or buildings; - currency exchange losses; - taxes, duties and charges (unless the World Bank Group entity or the Recipient is not able to reclaim them and if allowed by the applicable regulatory provisions of the European Union). Section 14.04.In order to assist in the defrayment of the costs of administration and other expenses incurred by the World Bank Group entity in administering the trust funds provided to it hereunder, a fixed percentage of Direct Costs, not exceeding 7%, may be deducted from each Contribution and retained as Indirect Costs by the World Bank Group entity. The 7% includes any set up fee that the World Bank governing bodies' decision may establish. Indirect Costs are eligible provided that they do not include Direct Costs specifically charged including preparation and supervision costs. Where the administrative costs charged by the World Bank Group exceed 7%, the World Bank Group entity may recover the balance as Direct Costs, subject to meeting the requirements governing direct eligible costs referred to in Section 14.01. Indirect Costs shall not be eligible where the Administration Agreement concerns the financing of a Project where the World Bank Group entity is already receiving funding for its functioning from the European Union during the same period in question. ARTICLE 15 Payments Section 15.01. Payment schedule is set out in Article 4 of the Administration Agreement and follow one of the options below. - Option I will be applicable in case of Single Donor Trust Funds or Multi-Donor Trust Funds where the trust fund has an anticipated duration of one year or less: An advance payment, representing 100% of the total Contribution referred to in Section 3.02 of the Administration Agreement shall be payable by the Commission within forty- five (45) days following receipt of the Administration Agreement signed by both Parties and receipt by the Commission of a payment request conforming to the model agreed between the Parties. - Option 2 will be applicable in case of Single Donor Trust Funds or Multi-Donor Trust Funds where the trust fund has an anticipated duration of more than one year: referred to in Section An advance payment representing 50% of the total Contribution within forty-five (45) days 3.02 of the Administration Agreement shall be payable both Parties and receipt by following receipt of the Administration Agreement signed by model agreed between the the Commission of a payment request conforming to the Parties. of the total Contribution One or several intermediate payments representing X% and specified in Section referred to in Section 3.02 of the Administration Agreement within forty-five (45) days of 4.01 of the Administration Agreement, shall be payable information provided the approving the narrative progress report and the financial 50% of the total funds payment request is accompanied by written confirmation that received to-date by the trust fund have been subject to a Commitment. Contribution referred to in A final payment representing 100-(50 + X)% of the total in Section 4.01 of the Section 3.02 of the Administration Agreement and specified (45) days following Administration Agreement, shall be payable within forty-five by written confirmation receipt by the Commission of a payment request accompanied have been subject to a that (50 +X)% of the total funds received to-date by the trust fund Commitment. financial information shall be Section 15.02. Narrative progress reports and the up to date forty-five (45) days of receiving deemed approved if the Commission has not reacted within to approve a narrative report the narrative progress report. If the Commission does not intend shall revert to the World Bank and/or financial information, as submitted or made available, it accordance with Section 2.08. Group entity specifying the additional information it requires in information shall be suspended The deadline for approving the narrative report and financial pending the receipt of the requested information. met, it shall revert to the World If the Commission deems that a payment request cannot be information it requires within the Bank Group entity with a request specifying the additional be suspended pending the forty-five (45)-day payment period. The payment period shall 15.01. payment request being made available in accordance with Section authenticity, completeness Approval of a report does not imply recognition of the regularity, and correctness of the declarations and information contained therein. account designated by the Section 15.03.All payments shall be made in Euro, into such bank to Section 9.02. When making World Bank Group entity in its request for payment pursuant the bank with which the deposits pursuant to this Section 15.03, the Commission will instruct (remittance advice) field of its deposit is made to include in its payment details information date of the deposit, the name SWIFT payment message information indicating the amount and the deposit is made (as set and World Bank reference number of the trust fund for which reference number (as set forth in the Administration Agreement), the Commission internal which the funds are intended, forth in the Administration Agreement), name of the project for trust fund, date of the name of the Commission's department responsible for the will also send a copy of its Administration Agreement or amendment. The Commission e-mail using address instruction to the IBRD's Trust Funds Division via 1-202-614-1315. "TFremitadvice@worldbank.org or via fax utilizing fax number Commission and the World Section 15.04. In case of Single Donor Trust Funds except as the any funds so deposited Bank Group entity may otherwise agree and subject to Section 15.06, Trust Funds, in the by the Commission shall be maintained in Euro. In case of Multi-Donor not Euro, the World Bank event that holding currency of the Multi-Donor Trust Fund is of the trust fund promptly Group entity, shall convert the funds into the holding currency following receipt of the funds, provided that all the necessary documentation has been received, at the exchange rate applicable to the World Bank Group on the date of the conversion unless the parties agree otherwise in Section 7.02 of the Administration Agreement. In all cases, where the Contribution proves to be insufficient to complete the Project as a result of an exchange rate fluctuation, the Commission will not bear any responsibility for additional financing. Section 15.05. The funds deposited pursuant to Section 15.04 above may be commingled with other trust fund assets administered by any World Bank Group entity, provided they may still be identified as such in the records of the World Bank Group entity but shall be kept separate and apart from the funds of each of the World Bank Group entities. Section 15.06. The World Bank Group entity may exchange any funds held hereunder for other currencies in order to facilitate their administration and disbursement at the exchange rate applicable to the World Bank Group on the date of the conversion unless the parties agree otherwise in Section 7.02 of the Administration Agreement. Section 15.07.IBRD shall, on behalf of the World Bank Group entity, invest and reinvest the funds provided by the European Union hereunder pending their disbursement, in accordance with IBRD's policies and procedures for the investment of trust funds. For Multi Donor Trust Funds and/or Joint Management, IBRD shall credit all income earned on funds received from the Commission from such investment to the trust fund established under this Administration Agreement to be used for the same purposes as the Contribution funds. For Contributions which are not Multi-Donor Trust Funds and/or Joint Management, investment income earned on funds received from the Commission shall be identified as such, and IBRD shall credit such income to the Commission's Donor Balance Account to be reimbursed to the Commission annually upon receipt by IBRD of banking details and authorized instructions from the Commission. Such refund request shall be sent to the attention of the Division Manager, Trust Fund Division, Accounting Department of the World Bank. ARTICLE 16 Financial audits and checks Section 16.01. The World Bank Group shall maintain separate records and ledger accounts in respect of the Contributions deposited by the Commission in the trust fund account and disbursements made therefrom. Separate records and ledger accounts shall be kept for each trust fund. Section 16.02.The World Bank Group shall provide to the Commission, within six (6) months following the end of each World Bank Group fiscal year, the annual single audit, comprising (1) a management assertion together with an attestation from the World Bank Group's external auditors concerning the adequacy of internal control over cash-based financial reporting for trust funds as a whole; and (2) a combined financial statement for all cash-based trust funds together with the external auditor's opinion thereon. The cost of the single audit shall be borne by the World Bank Group. Section 16.03. For Exceptionally large trust funds where a financial statement audit is deemed appropriate and necessary, the World Bank will include provisions in the Administration Agreement for the financial statements of the trust fund to be audited (either annually, periodically, or at the completion of the trust fund as agreed with the donor(s)), by the World Bank's external auditors in addition to the Single Audit Report. The costs with respect to such audits will be paid by the trust fund. These audited financial statements will be submitted to the Commission. on an exceptional basis, a financial Section 16.04. If the Commission wishes to request, under an statement audit by the Bank's external auditors of a trust fund established the Bank will first consult one another as to Administration Agreement, the Commission and consultation, if the Commission whether such an external audit is necessary. Following will arrange for such an audit. The cost of wishes to proceed with the external audit, the Bank to such an audit, will be paid by the any such audit, including the Bank's internal costs related Commission. with copies of all financial statements Section 16.05.The Bank will provide the Commission the Recipients pursuant to the Grant and auditors' reports received by the Bank from Agreements. until at least seven years after the End Section 16.06. The World Bank Group entity shall, Disbursement Date of the Administration Agreement: the activities financed by the (i) keep financial and accounting documents concerning European Union hereunder; and European Union upon request, all (ii) make available to the competent bodies of the of accounts concerning the project relevant financial information, including statements (whether executed by such or activity financed by the European Union hereunder World Bank Group entity or by its subcontractor). financial regulations, the European Section 16.07. In conformity with the European Union related to the Projects and activities Union may undertake, including on-the-spot, checks financed by the trust fund. with the verification provisions Section 16.08. The foregoing shall be applied in accordance provided for in Attachment 3 of the Framework Agreement. ARTICLE 17 Final amount of the Contribution by the Commission Commission to the World Bank Group Section 17.01. The total amount to be paid by the established by Section 3.02 of the entity may not exceed the maximum Contribution expenditure exceeds the estimated total Administration Agreement, even if the overall actual Agreement unless amended in budget set out in Section 3.01 of the Administration accordance with Section 9.01. that the Contribution amount shall be Section 17.02 The World Bank Group entity accepts expenditure for the Project and that it limited to the amount required to balance income and World Bank Group entity. may not in any circumstances result in a surplus for the Disbursement Date Section 17.03. In cases where the Project is not completed by the End the funds that remain unexpended specified in Section 2.03 of the Administration Agreement, including investment income will be after all Commitments incurred have been satisfied, reimbursed to the relevant Balance Account. out according to the Administration Section 17.04. Where the Project is not carried the Administration Agreement Agreement and without prejudice to its right to terminate the World Bank Group entity pursuant to Section 12.02, the Commission may, after allowing 13, adjust its Contribution pro rata to submit its observations and without prejudice to Article laid down in the Administration to the actual implementation of the Project on the terms Agreement giving three (3) months' prior written notice. ARTICLE 18 Recovery Section 18.01. Upon the completion or termination of the Project for which the European Union has provided funding hereunder, the World Bank Group entity, will refund to the Commission within forty-five (45) days of receiving a written request from the latter any amounts paid in excess of the final amount due for such project (including any investment income not previously reimbursed to the Commission or to the Balance Account). Such refund request with banking details and authorized instruction from the Commission shall be sent to the attention of the Division Manager, Trust Fund Division, Accounting Department of the World Bank. Any refund to the Commission will be done in Euro, unless the Parties agree otherwise, at the exchange rate applicable to the World Bank Group on the date of the conversion unless the Parties agree to another exchange rate in Section 7.02 of the Administration Agreement. In the event the funds are received by the Commission before such refund request is sent, the Commission will issue a refund request acknowledging their receipt. Section 18.02. If the World Bank Group entity fails to repay by the due date, the sum due shall bear interest in accordance with the rules of the Commission. In case of Contributions which are Multi-Donor Trust Funds and/or Joint Management the accrued investment income may be taken into account. Section 18.03. Amounts to be repaid to the Commission may be offset against amounts of any kind due to the World Bank Group entity or the Recipient, after consulting it accordingly. This shall not affect the Parties' option to agree on payment in instalments. Section 18.04. Bank charges incurred by the repayment of amounts due to the Commission shall be borne entirely by the World Bank Group entity. ANNEX III Standard Provisions Provisions") will be applicable to The following provisions (hereinafter referred to as the "Standard entered into between the International and form an integral part of all agreements or arrangements the International Development Association Bank for Reconstruction and Development ("IBRD") and and/or organizations (hereinafter referred to as ("IDA") (collectively, the "Bank") and donor countries funds") to be administered by the the "Donors") that provide grants (referred to as the "Contribution for Agricultural Research in Africa (the Bank for the Multi-Donor Trust Fund for support to the Forum "Program"). 1. Administration of the Contributions specifically set forth in this The Bank will be responsible only for performing those functions to the Donors, including, Arrangement and will not be subject to any other duties or responsibilities to a fiduciary or trustee under apply without limitation, any duties or obligations that might otherwise Arrangement will be considered a waiver general principles of trust or fiduciary law. Nothing in this their Articles of Agreement or any of any privileges or immunities of the IBRD and IDA under applicable law, all of which are expressly reserved. 2. Commingling, Exchange and Investment of the Contributions fund and will be kept separate 2.1. The Contribution funds will be accounted for as a single trust may be commingled with other trust and apart from the funds of the Bank. The Contribution funds fund assets maintained by the Bank. Bank into such other currencies as 2.2. The Contribution funds may be freely exchanged by the may facilitate their disbursement. pending their disbursement in 2.3 The Bank will invest and reinvest the Contribution funds investment of trust funds administered by accordance with the Bank's policies and procedures for the to the trust fund established under the Bank. The Bank will credit all income from such investment funds. this Arrangement to be used for the same purposes as the Contribution 3. Administrative Cost Recovery and other expenses incurred 3.1. In order to assist in the defrayment of the costs of administration deposit of the Contribution funds by the by the Bank under this Trust Fund, the Bank may, following and retain for the Bank's own account a Donors, deduct from the Contribution funds of the Donors total amount equal to one percent (1%) of the Contribution funds. funds of the Donors an amount 3.2. In addition, the Bank may deduct from the total Contribution the Activities. As part of its up to a maximum of 0.62% to cover actual costs for managing Fund and compliance with agreed prior management, the Bank will review progress under the Trust actions and benchmarks. 4. Grants to Recipient into a grant agreement (the 4.1. The Bank will, as administrator on behalf of the Donors, enter of Contribution funds for the "Grant Agreement") with FARA (the "Recipient") for the provision forth in the Grant Agreement. The purposes of this Arrangement and on the terms and conditions set Bank will furnish a copy of the Grant Agreement to the Donors. 4.2. The Bank will be solely responsible for the supervision Agreement. of activities financed under the Grant 4.3. If, in the Bank's opinion, an amount of the Contribution funds allocated to any of the expenditure categories specified in the Grant Agreement will be insufficient to finance expenditures for such category, the Bank the may reallocate to such category an amount Contribution funds then allocated to another of the category which, in the Bank's opinion, will necessary to meet other expenditures. The Bank not be will notify the Donors of such a reallocation. 5. Employment of Consultants and Procurement of Goods 5.1. For Bank-executed activities, the employment and supervision of consultants financed by the Contribution funds will be the sole responsibility of the Bank and will be carried out in accordance with its applicable policies and procedures. 5.2. For Recipient-executed activities, the Grant Agreement funds will be used by the Recipient (or its will provide that the Contribution sub-grantees) to finance expenditures for goods services, as the case may be, in accordance with and the Bank's Guidelines on "Procurement under Loans and IDA Credits" and the Bank's Guidelines IBRD on the "Selection and Employment of Consultants by World Bank Borrowers," as in effect at the date of the Grant Agreement. 6. Accounting and Financial Reporting 6.1. The Bank will maintain separate records and ledger funds deposited in the trust fund account and disbursements accounts in respect of the Contribution 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 with respect to the Contributions via the World Bank's Trust Funds Donor Center secure website. Within six (6) months after commitments and liabilities under the Trust all Fund have been satisfied and the Trust Fund been closed, the final financial information has relating to receipts, disbursements and fund balance in the Holding Currency with respect to the Contributions shall be made available the Donors via the World Bank's Trust Funds to Donor Center secure website. 6.3. The Bank shall provide to the Donors via the World Bank's Trust Fund Donor Center secure website, within six (6) months following the end of each Bank fiscal year, an annual single audit report, comprising (i) 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 (ii) 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 established under this Arrangement, the Donor and the Bank will first consult as to whether such an external audit is necessary. The Bank and the Donor will decide the most appropriate scope and terms of reference on of such audit. Following this decision on the scope and terms of reference, the Bank will arrange for such external audit. The costs of any including the internal costs of the Bank with respect such audit, to such audit, will be paid by the Donor. 6.5. The Bank will provide the Donor with copies of all financial statements and auditors' reports received by the Bank from the Recipient pursuant to the Grant Agreement. 7. Coordination and Activity Reporting semi-annual report on the progress of activities 7.1, The Bank will provide the Donors with specified in (6) months of the final disbursement date financed by the Contributions. Within six financed under this Donors a final report on the activities paragraph 8.2, the Bank will furnish to the trust fund. terms of the The Bank will promptly inform the Donors of any significant modification to the 7.2. the Grant remedy that is exercised by the Bank under Grant Agreement and of any contractual opportunity to exchange Bank will afford the Donors the Agreement. To the extent practicable, the or exercising any such remedy. views before effecting any such modification Refund 8. Effectiveness; Disbursement Deadline: Cancellation made prior to the date of signing of this 8.1. No transfer of funds will be made for payments may be aggregate amount riot to exceed US$1,970,000 Arrangement, except that transfers up to an the purposes of but on or after January 1, 2008 for made for payments made prior to this date to this Arrangement. financing the activities described in Annex 1 be fully disbursed by the Bank in accordance 8.2. It is expected that the Contribution funds will Contribution June 30, 2019. The Bank will only disburse with the provisions of this Arrangement by of the Donors. such date with the written approval funds for the purposes of this Arrangement after of months' prior written notice, cancel all or part 8.3. Any Donor or the Bank may, upon three (3) committed balance of the Contribution funds that is not the Donor's pro rata share of any remaining consultants and/or other third the Bank and any pursuant to any agreements entered into between notice, including the Grant prior to the receipt of such parties for the purposes of this Arrangement Agreement. in paragraph 8.2 of this Annex, the Bank will 8.4. Upon the final disbursement date specified upon funds to the Donors on a pro rata basis based return any remaining balance of the Contribution In the to the sum of all Donors' paid-in Contributions. the ratio of each Donor's paid-in Contributions in pro rata share of uncommitted Contribution funds event of a cancellation of an individual Donor's balance to the Donor the Bank will return such cancelled accordance with paragraph 8.3 of this Annex, on the same pro r basis. 9. Disclosure information on this trust fund in accordance The Bank may disclose this Arrangement and with the Bank's policy on disclosure of information. 10. Indemnity of any person employed by the Bank as a The Donor will not be responsible for the activities in be liable for any costs incurred by the Bank result of this Arrangement, nor will the Donor by the Donor to except as a direct result of a failure terminating the engagement of any such person, provide the funds committed under the Arrangement. ANNEX IV Governance Structure 1. Management of the Trust Fund The Trust Fund will be managed by a World Bank team led by the Agricultural and Rural Development Unit of the Sustainable Development Department of the Africa Region. FARA's annual work program (together with a budget and financing plan) will be subject to prior Bank approval. The Bank will participate as an observer at the bi-annual FARA Board meetings along with representatives of the Donors to the Trust Fund. 2. Advisory Committee An advisory committee ("Advisory Committee") will be established, composed of representatives of all donors that contribute financially to the Trust Fund, the World Bank, and FARA. The Advisory Committee will be a forum for discussion of any issues arising in relation to the Trust Fund, including issues which may arise during the course of supervision but will not be involved in decision making on the use of the proceeds of the Trust Fund. The Advisory Committee will meet at least twice a year. ANNEX IV (FARA) MDTF - Indicative Budget Forum for Agricultural Research in Africa change during the implementation of the project) (The numbers below are preliminary and may EUR USD Components 8,916,718 11,965,537 Component 1: Strategic Priorities 21,610,800 29,000,000 and Program Management Component 2: Corporate Governance Reform Stream 1,863,000 2,500,000 Programs Component 3: Support to Regional and Sub-Regional Component 4: MDTF Management and Supervision 660,949 886,942 Salaries and Benefits 155,738 116,056 Consultant Costs 308,692 414,240 Travel Costs 37,260 50,000 Contractual Services 20,525 27,543 Meetings, Workshops, Seminars 33,534,000 45,000,000 Total Costs