OFFICIAL DOCUMENTS Administration Agreement between Vital Strategies and the International Bankfor Reconstruction and Development and the International Development Association concerning the Strengthening Public Health Capacities Single-Donor Trust Fund (Trust Fund No. TFO 72940) 1. The International Bank for Reconstruction and Development and the International Development Association (collectively, the "Bank") acknowledge that Vital Strategies (the "Donor", and together with the Bank, the "Parties" and each a "Party") agrees to provide the sum of ten million United States Dollars (USD 10,000,000) (the "Contribution") for the Strengthening Public Health Capacities Single-Donor Trust Fund (Trust Fund No. TF072940) (the "Trust Fund") in accordance with the terms of this Administration Agreement. 2. The Contribution shall be used to finance the activities set forth in the "Strengthening Public Health Capacities Trust Fund Description" attached hereto as Annex 1, 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 - two million United States Dollars (USD 2,000,000) (B) By November 30, 2018 - two million United States Dollars (USD 2,000,000) (C) By November 30, 2019 - two million United States Dollars (USD 2,000,000) (D) By November 30, 2020 - two million United States Dollars (USD 2,000,000) (E) By November 30, 2021 - two million United States Dollars (USD 2,000,000) 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 information (remittance advice) field of its SWIFT deposit message, information indicating: the amount deposited, that the deposit is made by the Donor for TF072940 Strengthening Public Health Capacities 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: 1 For the Bank (the "Bank Contact"): Rocio Schmunis Senior Operations Officer Health, Nutrition and Population - Global Engagements (GHNGE) The World Bank 1818 H St NW Washington, DC Tel: +1 (202) 473-7822 Fax: +1 (202) 522-3235 E-mail: rschmunis@worldbank.org For the Donor (the "Donor Contact"): Jeannie Mantopoulos Chief Operating Officer, Resolve to Save Lives Vital Strategies 61 Broadway, Suite 1010 New York, NY 10006 Tel: 917-902-6668 E-mail: jmantopoulos@resolvetosavelives.org 7. In the event that 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 TF072940 (the Strengthening Public Health Capacities Trust Fund), and the date of the deposit. The Bank shall provide a copy of such information to the Donor. 8. At the date of Bank's signature of this Administration Agreement, the Indirect Rate (as defined in Annex 1 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. This Administration Agreement may be amended only by written amendment between the Bank and the Donor; provided, however, that any annexes to this Administration Agreement may be amended only by written amendment between the Bank and the Donor contributing to the Trust Fund. 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 Bank and the Donor are each 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 By: _ Date: Timothy G. Evans Senior Director Health, Nutrition & Population Global Practice VITAL STRATEGIES By: __ _ _ __ _ _ Date: President & CEO Eu P/Cf 0 3 ANNEX 1 Strengthening Public Health Capacities 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 strengthen the capacity of low and middle-income countries in pandemic preparedness and response. 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) Strengthening Pandemic Preparedness and Response. Activities under this component will aim at strengthening the capacity of countries to prepare for and respond to pandemics. Specific activities will include, but are not limited to providing technical assistance and conducting country-specific workshops to help governments to: (i) prioritize areas of intervention for strengthening their pandemic preparedness and response capacities; (ii) prepare costed pandemic preparedness plans, assess financing gaps and formulate investment cases for sustained domestic financing for activities and interventions to strengthen preparedness. (b) Strengthening Hypertension Prevention and Treatment. Activities under this component will include providing technical assistance to governments by reviewing and making recommendations for the improvement of programs to effectively prevent, diagnose and treat hypertension. (c) Program Management and Administration. 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. 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) contractual services; (d) media, workshops, conferences and meetings; (e) travel expenses; 3.2. For purposes of this paragraph 3: (i) "staff costs (excluding short term consultants and temporaries)" includes salaries, benefits and the Indirect Rate charged to the Trust Fund as applicable under 4 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" applicable to the Bank under expenditure categories 3.1 (a) and (b) is 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. 4. Taxes 4.1. The foregoing activities and categories of expenditures may include the financing of VAT 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 Donor, 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 Donor, and shall be used for monitoring and evaluation purposes only. 6. Indicative Bud2et 6.1. The Bank shall provide indicative budget information for the Trust Fund at the Development Partner Center website, which may be updated periodically by the Bank in consultation with the Donor. Such budget information is for informational purposes only. 5 ANNEX 2 Standard Provisions 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, 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 Donor, 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 under its Articles of Agreement or any applicable law, all of which are expressly reserved. 1.2. The Donor's Contribution shall be administered or used in accordance with the Bank's applicable policies and procedures, as the same may be amended from time to time, including their procurement, financial management, disbursement and safeguard policies, their framework to prevent and combat fraud and corruption and its screening procedures to prevent the use of Bank's resources to finance terrorist activity, in line with the Bank's obligations to give effect to the relevant decisions of the Security Council taken under Chapter VII of the Charter of the United Nations. The Donor acknowledges that this provision does not create any obligations of the Bank under the anti-terrorist financing and asset control laws, regulations, rules and executive orders of an individual member country that may apply to the Donor. 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 funds in the Trust Fund shall be held is United States Dollars (the "Holding Currency"). 2.3. The Donor agrees to deposit its Contributions in the Contribution Currency stated in the 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. 2.5. The Bank shall invest and reinvest the 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 6 administered by the Bank. The Bank shall credit all income from such investment to the Trust Fund to be used for the same purposes as the Contributions. 3. Accounting and Financial Reportin2 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 Donor 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 Donor via the Development Partner Center website. 3.3. The Bank shall provide to the Donor 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 WBG'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 WBG. 3.4. If the Donor wishes to request, on an exceptional basis, a financial statement audit by the WBG's external auditors of the Trust Fund, the Donor and the Bank shall first consult as to whether such an external audit is necessary. The Bank and the Donor shall agree on the appropriate scope and terms of reference of such audit. Following agreement on the scope and terms of reference, the Bank shall arrange for such external audit. The costs of any such audit, including the internal costs of the Bank with respect to such audit, shall be borne by the Donor. 4. Progress Reporting; Review or Evaluation of Activities: Financial Management 4.1. The Bank shall provide the Donor with annual written progress reports by November 30. The progress reports shall be provided with reference to the results framework agreed by the Bank and the Donor, as such Results Framework may be reviewed by the Parties from time to time. Within six (6) months of the End Disbursement Date (as defined below), the Bank shall provide the Donor with a final narrative progress report for the Trust Fund. 4.2. The 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. 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 shall include provisions in its agreements with Recipients to give full effect to the relevant Bank guidelines on fraud and corruption. 7 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 Donor of the outcome of the Investigation, provided that the Donor agrees 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 Donor on an active Investigation, and provided that the Donor agrees 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 purposes as the Contributions, unless otherwise agreed between the Bank and each Donor. 5. Disbursement: Cancellation; Withholding of Payments 5.1. It is expected that the funds deposited in the Trust Fund will be fully disbursed by the Bank by December 31, 2022 (the "End Disbursement Date. The Bank shall only disburse funds deposited in the Trust Fund for the purposes of this Administration Agreement (other than returns to the Donor) after such date to the extent such date is changed in accordance with amendments made to the Administration Agreement of the Donor. Following the End Disbursement Date, the Bank shall return any remaining balance of the Trust Fund to the Donor in the Holding Currency in the manner specified in the Administration Agreement on a pro rata basis with regard to the total funds deposited in the Trust Fund by the Donor, all calculated as Holding Currency amounts. 5.2. The Donor may cancel all or part of such Donor's pro rata share, and the Bank may cancel the Donor's 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 of this 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 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. 8 6. Disclosure; Visibility 6.1. The Bank and the Donor agree that the Administration Agreement 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 Donor's applicable laws with respect to any such information in the Donor's possession. 6.2. Notwithstanding paragraph 6.1 above, neither the Bank nor the Donor shall publicly disclose information in their respective possession related to the Trust Fund that has been indicated or marked in writing by any Party as confidential, unless prior written consent has been obtained from the Party providing the information or the Donor is 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 of confidentiality accompanying such information, and the Donor 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 Donor is obliged to do so in accordance with applicable laws, in which case the Donor will notify the Bank accordingly prior to such disclosure. If the 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 Donor's 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 Donor and the Bank shall use their best efforts to amicably settle any dispute, controversy, or claim arising out of or relating to the Administration Agreement. 7.2. In providing funds under this Administration Agreement, the Donor does 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. 9