OFFICIAL DOCUMENTS Administration Agreement between Sweden, represented by the Swedish International Development Cooperation Agency (Sida) and the International Bankfor Reconstruction and Development and the International Development Association concerning the Uganda Reproductive Maternal and Child Health Services Improvement Project Single-Donor Fund (Trust Fund No: TFO 72900) Donor Reference No.10191 1. The International Bank for Reconstruction and Development and the International Development Association (collectively, the "Bank") acknowledges that Sweden represented by the Swedish International Development Cooperation Agency (Sida) (the "Donor", and together with the Bank, die "Parties" and each a "Party") agrees, subject to legislative appropriations, to provide the sum of two hundred and fifty million Swedish Krona (SEK 250,000,000) (the "Contribution' for the Uganda Reproductive Maternal and Child Health Services Improvement Project Single-Donor Trust Fund (Trust Fund No.TF072900) (the "Trust Fund") in accordance with the terms of this Administration Agreement, It is acknowledged that the Donor shall not be required to provide any amount in excess of the Contribution. 2. The Contribution shall be used to finance the activities set forth under in the "Uganda Reproductive Maternal and Child Health Services Improvement Project Single-Donor Trust Fund Description" attached hereto as Annex I, and shall be administered by the Bank on behalf of the Donor in accordance with the terms of this Administration Agreement, including the "Standard Provisions" attached hereto as Annex 2. 3. The Donor shall deposit the Contribution in accordance with the following schedule and in the currency specified in paragraph I above ("Contribution Currency") into such bank account designated by the Bank (each amount deposited hereinafter referred to as an "Installment") upon submission of a payment request by the Bank: (A) Promptly following countersignature SEK 100,000,000 (B) By November 01, 2018 SEK 50,000,000 (C) By November 01, 2019 SEK 50,000,000 (D) By November 01, 2020 SEK 50,000,000 4. The Contribution is being provided in Installments on the basis of financial needs of the Trust Fund. If the Bank determines, on the basis of the speed of the implementation of the activities and availability of funds in the Trust Fund, that it is necessary to either bring Installments forward or delay them, the Bank and the Donor will discuss and agree to revise the Installment schedule, as confirmed by the Bank to the Donor in writing. 5. When making any deposit, the Donor shall instruct its bank to include in its deposit details infonnation (remittance advice) field of its SWIFT deposit message, information indicating: the amount deposited, that the deposit is made by the Donor for Trust Fund No.TF072900 (the Uganda Reproductive Maternal and Child Health Services Improvement Project Single-Donor Trust Fund), and the date of the deposit (the "Deposit Instructions"). In addition, the Donor shall provide a copy of the Deposit Instructions to the Bank's Accounting Trust Funds Division by e-mail sent to tfremitadvice@worldbank.org or by fax sent to +1 (202) 614-1315. 6. Except with respect to the Deposit Instructions, any notice, request or other communication to be given or made under this Administration Agreement shall be in writing and delivered by mail, fax or e-mail to the respective Party's address specified below or at such other address as such Party notifies in writing to the other Party from time to time: For the Bank (the "Bank Contact"): Peter Okwero Senior Health Specialist Health Nutrition and Population The World Bank 1818 H Street, N.W. Washington, D.C. 20433 Tel: 256 415 230094 Fax: 256 414 230092 E-mail: pokwero@worldbank.org For the Donor (the "Donor Contact"): Anna Thomson Program Manager Embassy of Sweden in Uganda 24 Lumumba Avenue, Nakasero Kampala, Uganda Tel: 256 417 700800 Fax: 256 417 700801 E-mail: anna.thomson@gov.se 7. In the event, any amounts are to be returned to the Donor under this Administration Agreement, the Bank shall transfer such amounts to the Donor, unless otherwise agreed with the Bank. When making any deposit, the Bank shall include in its deposit details information (remittance advice) field of its SWIFT deposit message, information indicating: the amount deposited, that the deposit is made by the Bank in relation to Trust Fund No.TF072900 (the Uganda Reproductive Maternal and Child Health Services Improvement Project Single-Donor Trust Fund), and the date of the deposit. The Bank shall provide a copy of such infornation to the Donor. 8. At the date of Bank's signature ofthis Administration Agreement, the Indirect Rate (as defined in Annex I to this Administration Agreement) is 17%. 9. All annexes hereto constitute an integral part of this Administration Agreement, whose terms taken together shall constitute the entire agreement and understanding between the Donor and the Bank; Unless otherwise specified in an annex hereto, this Administration Agreement may be amended only by written amendment between the Bank and the Donor. 10. Each of the Parties represents, by confirming its agreement below, that it is authorized to enter into this Administration Agreement and act in accordance with these terms and conditions. The Parties are requested to sign and date this Administration Agreement, and upon possession by the Bank of this fully signed Administration Agreement, this Administration Agreement shall become effective as of the date of the last signature. -2- INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT INTERNATIONAL DEVELOPMENT ASSOCIATION Bv: Date: Name.- 6_ 1--Åi 4 SWEDEN, REPRESENTEID BY THE SWEDISH INTERNATIONAL DEVELOPMENT COOPERATION AGENCY (SIDA) By: Date: Name: Pe L 'rdc Title,C 41/e: ANNEX i Uanda Reproductive Maternal and Child Health Services Improvement Project Single-Donor Trust Fund Description This Annex shall be applicable to and form an integral part of the Administration Agreement for the Trust Fund between the Bank and the Donor. 1. Objectives The objective of the Trust Fund is to provide: (a) additional financing for parts I and 2 of the Uganda Reproductive Maternal and Child Health Services Improvement Project; and (b) support for operation studies/ implementation activities relevant to the execution of the Project. The objective of the Project is to: (a) improve utilization of essential health services with a focus on reproductive, maternal, newborn, child and adolescent health services in target Districts; and (b) scale up birth and death registration services. 2. Activities The activities to be financed by the Trust Fund are: 2.1. Bank-executed activities, for which the Bank has implementation responsibility: (a) Management and administration activities for the Trust Fund, including but not limited to, supporting Trust Fund related meetings; planning and executing work plans and budgets; managing communications and conducting outreach; disseminating lessons learned; reporting on progress; and monitoring and evaluating the activities. (b) Providing support for the supervision of the project. (c) Providing analytical support (operational studies/ implementation activities) in areas relevant to the implementation of the project. The areas will be determined jointly with Sida and the Ministry of Health. 2.2. Recipient-executed activities, for which one or more Recipients (as defined in Annex 2) have implementation responsibility: Part 1. Results-Based Financing for Primary Health Care Services (a) Provision of RBF Grants to: (i) Participating Health Facilities ("PHFs") for the delivery of Reproductive, Maternal, Newborn, Child and Adolescent Health (RMNCAH) Services; and (ii) District Health Teams for the verification of outputs/results under Part I(a)(i) immediately above. (b) Supporting: (i) implementation, supervision, reporting, and external verification of outputs/results as well as monitoring and evaluation of activities under Part 1(a) immediately above; and (ii) selection of PHFs and provision of training to said PHFs. -4- Part 2. Strengthen Health Systems to Deliver RMNCAH Services Carrying out of a program of actions designed to strengthen the capacities of health systems for delivery of RMNCAH Services, namely: (a) Improving availability of essential drugs and supplies through, inter alia: (i) procurement and distribution of essential RMNCAH commodities such as integrated community childhood management supplies, mama kits, manual vacuum aspiration kits, and contraceptives; (ii) improving quantification of drug needs and reporting on drug availability on a quarterly basis at the District levels; (iii) upgrading the warehousing system in national medical stores, including, integration of financial and logistics management systems; (iv) assignment of medicines management supervisors to District Health Teams; and (v) rolling out of electronic logistics management systems in priority Districts. (b) Improving availability and management of the health force through, inter alia: (i) supporting the recruitment process of staff for health service providers (within the wage bill allocations) in understaffed Districts; (ii) provision of training to RMNCAH cadres in short supply such as mid wives, anesthetists and laboratory technicians; and (iii) supporting in-service training and mentorship programs focusing on RMNCAH services, including the handling of gender based violence (GBV) and adolescent health. The GBV activities will include: (a) training of health providers to handle GBV cases; (b) availing critical inputs for GBV response; and (c) ensuring appropriate referral of GBV survivors. (c) Improving quality of care and supervision through, inter alia: (i) effective supervision of District Health Teams on a quarterly basis; (ii) rolling out of the Health Facility Quality of Care Assessment Program in health facilities; (iii) issuance of service standards/protocols on maternal and perinatal death audits, health care waste management, client charters among others; (iv) development of guidelines for procurement and management of ambulance and referral services on a fee-for-service basis at the District level; (v) strengthening the capacities of village health teams for implementation of community health outreach programs; and (vi) strengthening infon-nation, education and communication mechanisms as well as citizen engagement through health unit management committees, constituency task forces and client charters. 3. Eligible Expenditures 3.1. For Bank-executed activities, the Trust Fund funds may be used to finance: (a) staff costs (excluding short term consultants and temporaries); (b) short-term consultants and temporaries; (c) equipment and office premises lease cost; (d) media, workshops, conferences and meetings; and (e) travel expenses. 3.2. For purposes of this paragraph 3: (i) "starf costs (excluding short term consultants and temporaries)" includes salaries, benefits and the Indirect Rate charged to the Trust Fund as applicable under Bank policies and procedures; and (ii) "short term consultants and temporaries" includes fees and the Indirect Rate charged to the Trust Fund as applicable under Bank policies and procedures. - 3.3. The "Indirect Rate" means the indirect rate, defined as a percentage of personnel costs and available at the Development Partner Center website, as such rate may be revised from time to time by the Bank and applied to this Trust Fund, in accordance with its policies and procedures. 3.4. For Recipient-executed activities, the Trust Fund funds may be used to finance: (a) Goods; (b) Consulting Services; (c) Operating Costs; and (d) Training. 4. Taxes 4.1. The foregoing activities and categories of expenditures may include the financing of taxes in accordance with the Bank's applicable policies and procedures. 5. Indicative Results Framework 5.1. An indicative Results Framework for the activities financed by the Trust Fund prepared by the Bank (the "Results Framework"), in consultation with the Donors, shall be available at the Development Partner Center website. Such Results Framework, may be revised by the Bank from time to time, in consultation with the Donors, and shall be used for monitoring and evaluation purposes only. 6. Indicative Budget 6.1. The Bank shall provide indicative budget information for the Trust Fund at the Development Paritner Center website, which may be updated periodically by the Bank in consultation with the Donors. Such budget information is for informational purposes only. -6- ANNEX 2 Standard Provisions This Annex shall be applicable to and forn an integral part of the Administration Agreement for the Trust Fund between the Bank and the Donor, it being understood that any plural references in the annexes to Donors, Administration Agreements, Contributions and pro rata shares shall be read as singular references to the Donor, its Administration Agreement, its Contributions thereunder and the remaining uncommitted balance of the Trust Fund, respectively. 1. Administration of the Contributions 1.1. The Bank shall be responsible only for performing those functions specifically set forth in this Administration Agreement, including its annexes, and shall not be subject to any other duties or responsibilities to the Donors, including, without limitation, any duties or obligations that might otherwise apply to a fiduciary or trustee under general principles of trust or fiduciary law. Nothing in this Administration Agreement shall be considered a waiver of any privileges or immunities of the Bank inder its Articles of Agreement or any applicable law, all of which are expressly reserved. 1.2. Each Donor's Contribution (collectively, the "Contributions") shall be administered in accordance with the Bank's applicable policies and procedures, as the same may be amended from time to time, including its procurement, financial management, disbursement and safeguard policies, its framework to prevent and combat fraud and corruption and its screening procedures to prevent the use of Bank resources to finance terrorist activity, in line with the Bank's obligations to give effect to the relevant decisions of the Security Council taken tinder Chapter Vil of the Charter of the United Nations. The Donors acknowledge that this provision does not create any obligations of the Bank under the anti-terrorist financing and asset control laws, regulations, rules and executive orders of an individual member country that may apply to a Donor. 2. Management of the Contributions 2.1. The funds deposited in the Trust Fund shall be accounted for as a single trust fund and shall be kept separate and apart from the funds of the Bank. The funds deposited in the Trust Fund may be commingled with other trust fund assets maintained by the Bank. The Bank, in its capacity as trustee, has legal title to the funds deposited in the Trust Fund. 2.2. The currency in which the finds in the Trust Fund shall be held is United States Dollars (the -Holding Currency"). 2.3. Donors agree to deposit their Contributions in the Contribution Currency stated in their respective Administration Agreements. In the case of deposits received in a Contribution Currency other than the Holding Currency, promptly upon the receipt of such amounts and the accompanying Deposit Instructions, the Bank shall convert such amounts into the Holding Currency at the exchange rate obtained by the Bank on the date of the conversion. Where deposits prove to be insufficient to complete activities as a result of exchange rate fluctuations, neither the Bank nor the Donor shall bear any responsibility for providing any additional financing. 2.4. The funds deposited in the Trust Fund may be freely exchanged by the Bank into other currencies as may facilitate their disbursement at the exchange rate obtained by the Bank on the date of the conversion. -7- 2.5. The Bank shall invest and reinvest die funds deposited in the Trust Fund pending their disbursement in accordance with the Bank's applicable policies and procedures for the investment of trust funds administered by the Bank. The Bank shall transfer all income from such investment to the Donor's applicable donor balance account with the Bank. 3. Accounting and Financial Reporting 3.1. The Bank shall maintain separate records and ledger accounts in respect of the funds deposited in the Trust Fund and disbursements made therefrom. 3.2. 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 Development Partner Center website which will be updated quarterly. Within six (6) months after.all commitments and liabilities under the Trust Fund have been satisfied and the Trust Fund has been closed, the final financial information relating to receipts, disbursements and fund balance in the Holding Currency with respect to the Contributions shall be made available to the Donors via the Development Partner Center website. 3.3. The Bank shall provide to the Donors via the Development Partner 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. 3.4. If a Donor wishes to request, on an exceptional basis, a financial statement audit by the Bank's external auditors ofthe Trust Fund, the Donor and the Bank shall first consult as to whether such an external audit is necessary. The Bank and the Donor shall agree on the appropriate scope and terms of reference of such audit. Following agreement on the scope and terms of reference, the Bank shall arrange for such external audit. The costs of any such audit, including the internal costs of the Bank with respect to such audit, shall be borne by tile requesting Donor. 3.5. The Bank shall make available to the Donors copies of all financial statements and auditors' reports received by the Bank from Recipients pursuant to any Grant Agreements (as defined below) in accordance with the Bank's Access to Information Policy. 4. Progress Reporting: Review or Evaluation of Activities: Financial Management 4.1. The Batik shall provide the Donors with annual written progress reports by August 15' each year. The progress reports shall be provided with reference to the results franework agreed by the Bank and the Donors, as such Results Framework may be reviewed by the Parties from time to time. Within six (6) months ofthe End Disbursement Date (as defined below), the Bank shall provide to the Donors with a final narrative progress report for the Trust Fund. 4.2. Any Donor may review or evaluate activities financed by the Trust Fund at any time up to closure of the Trust Fund. The Donor and the Bank shall agree on the scope and conduct of such review or evaluation, and the Bank shall provide all relevant information within the limits of the Bank's applicable policies and procedures. All associated costs, including any costs incurred by the Bank, shall be borne by the Donor. It is understood that any such review or evaluation will not constitute a financial, compliance or other audit of the Trust Fund. -8- 4.3. The Bank shall, consistent with its policies and procedures, take all appropriate measures to prevent corrupt, fraudulent, collusive, coercive and obstructive practices in connection with the use of the Trust Fund funds, and include provisions in its agreements with Recipients to give full effect to the relevant Bank guidelines on fraud and corruption. 4.4. In the event that the Bank determines that there are credible and material allegations of fraud, corruption, collusion or coercion in relation to Recipient-executed and/or Bank-executed activities financed by the Trust Fund that result in the Bank opening an investigation into such allegations (an "Investigation"), the Bank shall, in accordance with its applicable policies and procedures: (i) take timely and appropriate action with respect to such allegations and, where relevant, seek appropriate redress, including potential sanctions; (ii) as soon as practicable, inform the Donors of the outcome of the Investigation, provided that the Donors agree to keep such information confidential pursuant to paragraph 6.3 of Annex 2, unless such information is already publicly available; (iii) on a case by case basis, decide whether to share information with Donors on an active Investigation, and provided that the Donors agree to keep such information confidential pursuant to paragraph 6.3 of Annex 2, (iv) take all necessary actions to recover funds that are the subject of an Investigation where the Bank has determined it as appropriate; and (v) to the extent that any funds are refunded to the Trust Fund following an Investigation, the Bank shall use such funds for the same pu'rposes as the Contributions, unless otherwise agreed between the Bank and each Donor. 5. Disbursement; Cancellation; Withholdint of Payments 5.1. It is expected that the funds deposited in the Trust Fund will be fully disbursed by the Bank by June 30, 2022 (the "End Disbursement Date"). The Bank shall only disburse funds deposited in the Trust Fund tor the purposes of this Administration Agreement (other than returns to Donors) after such date to the extent such date is changed in accordance with amendments made to the Administration Agreements of all the Donors. Following the End Disbursement Date, the Bank shall return any remaining balance of the Trust Fund to each Donor in the Holding Currency in the manner specified in its respective Administration Agreement on a pro rata basis with regard to the total funds deposited in the Trust Fund by such Donor relative to the total funds deposited in the Trust Fund by all Donors, all calculated as Holding Currency amounts. 5.2. Any Donor may cancel all or part of such Donor's pro rata share, and the Bank may cancel all or any Donors' pro rata shares, upon three (3) months' prior written notice, of any Contributions (paid and not yet paid) that are not committed pursuant to any agreements entered into between the Bank and any consultants and/or other third parties for the purposes of this Administration Agreement, including any Grant Agreements, prior to the receipt of such notice. In the event of a cancellation, the Bank shall return to the Donor its pro-rata share in the Holding Currency as specified in paragraph 2.2 ofthis Annex 2; unless otherwise agreed between the Bank and the Donor. 5.3. If in the reasonable opinion of a Donor, the Bank has failed to comply to a material extent with its obligations under this Administration Agreement, the Donor and the Bank agree to discuss the non- compliance with a view to resolving the matter. If the Bank and the Donor fail to agree on the measures to -9- be taken or the Bank fails to take relevant measures as may be agreed between the Donor and the Bank, the Donor may, upon thirty (30) days prior written notice, withhold all or any portion of an Installment that has not yet been disbursed to the Bank, until such time as the measures have been taken. 6. Disclosure; Visibility 6.1. The Bank and the Donors agree that the Administration Agreements will be made publicly available and that any related information on this Trust Fund in the Bank's and the Donor's possession may be publicly disclosed in accordance with (i) the Bank's policies and procedures with respect to any such information in the Bank's possession; and (ii) the Donors' applicable laws with respect to any such information in the Donors' possession. 6.2. Notwithstanding paragraph 6.1 above, neither the Bank nor any of the Donors shall publicly disclose information in their respective possession related to the Trust Fund that has been indicated or marked in writing by either Party as confidential, unless prior written consent has been obtained from the Party providing the information or the Donors are otherwise obliged to do so under applicable laws with respect to information in their possession. 6.3. Notwithstanding paragraphs 6.1 and 6.2 above, the information provided under paragraphs 4.4 (ii) and 4.4 (iii) shall be subject to the terms ofconfidentiality accompanying such information, and the Donors shall not disclose such information outside the office to which the information is provided, unless: (i) prior written consent has been obtained from the Bank; or (ii) the Donors are obliged to do so in accordance with applicable laws, in which case the Donors will notify the Bank accordingly prior to such disclosure. If a Donor is not able to commit to keep such information confidential in accordance with its applicable laws, then the Donor shall inform the Bank accordingly. 6.4. Where appropriate to do so, the Bank will acknowledge, the Donors' contributions in references made by the Bank with respect to the Trust Fund in publications, press releases or other similar written materials. 7. Dispute Resolution, Limitation on Donor Liability 7.1. The Donors and the Bank shall use their best efforts to amicably settle any dispute, controversy, or claim arising out of or relating to the Administration Agreements. 7.2. In providing funds under this Administration Agreement, the Donors do not accept any responsibility or liability towards any third parties including any claims, debts, demands, damage or loss as a result of the implementation of the activities under the Trust Fund. 8. Grants to Recipients 8.1. The Batik shall, as administrator of the Trust Fund on behalf of the Donors, enter into one or more grant agreements (the "Grant Agreements") with recipients (the "Recipients") consistent with the purposes of this Administration Agreement and on the terms and conditions set forth in the Grant Agreements. Grant Agreements may be entered into up to the maximum amount of the Contributions that all Donors have agreed to make available under the Administration Agreements between the Bank and the Donors. 8.2. The Bank shall be responsible for the supervision of the activities financed under any Grant Agreements. Subject to the consent of any relevant Recipients, representatives of the Donors may be invited by the Bank to participate in Bank supervision missions related to the Trust Fund. -10- 8.3. The Bank shall promptly inform the Donors of any significant modification to the terms of any Grant Agreements and of any contractual remedies that are exercised by the Bank tinder any Grant Agreements. To the extent practicable, the Bank shall afford the Donors the opportunity to exchange views before effecting any such modification or exercising any such remedy. 9. Trust Fund Fee 9.1. The Batik shall calculate a fee each time funds (the "Grant Amount") from the Trust Fund become committed under a Grant Agreement. Such commitment shall occur when such Grant Agreement is fully countersigned (the "Calculation Date"). The fee so calculated by the Bank shall be based on the cumulative total of funds from the Trust Fund committed under all Grant Agreements that have been fully countersigned on or prior to the Calculation Date (the "Cumulative Giant Total"). The calculated fee shall depend on where the Cumulative Grant Total stands as the Grant Amount is added and shall be determined in accordance with the following schedule: (i) 5% of any portion of the Grant Amount that results in a Cumulative Grant Total below or equal to US$ 50 million or equivalent; plus (ii) 4% of any portion of the Grant Amount that results in a Cumulative Grant Total above USS 50 million or equivalent and below or equal to US$ 500 million or equivalent; plus (iii) 3% of any portion of the Grant Amount that results in a Cumulative Grant Total above US$ 500 million or equivalent and below or equal to US$ I billion or equivalent; plus (iv) 2% of any portion of the Grant Amount that results in a Cumulative Grant Total above US$ I billion or equivalent. 9.2. Following each Calculation Date, the Bank shall deduct from the Trust Fund, and retain for its own account, the fee as set forth above. Grant Amounts may not exceed the balance of uncommitted funds in the Trust Fund net of the related fee. -11-