GRANT NUMBERE161-SS Financing Agreement (South Sudan COVID-19 Emergency Response and Health System Preparedness Project Second Additional Financing) between UNITED NATIONS CHILDREN'S FUND (for the benefit of the people of the Republic of South Sudan) and INTERNATIONAL DEVELOPMENT ASSOCIATION GRANT NUMER E161-SS FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between the INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association") and the UNITED NATIONS CHILDREN'S FUND ("Recipient" or "UNICEF"). The Association has decided to provide this second additional financing for the, Original Project (as defined in the Appendix to this Agreement) on the basis, among other things, of the existence of an adequate refugee protection framework. WHEREAS: (A) the Republic of South Sudan ("South Sudan") has requested the Association for additional financing of projects in the Republic of South Sudan using various modalities for provision of financing, and the Association has infonned South Sudan about the Project described in Schedule 1 to this Agreement ("Project") and that the Association is providing financing to UNICEF, International Committee of the Red Cross ('ICRC") and World Health Organization ("WHO") to implement the Project; (B) Pursuant to the Basic Cooperation Agreement between the Recipient and the Republic of South Sudan dated July 9, 2011, the Recipient and South Sudan agreed on the framework for cooperation in programmes for the benefit of children and women within South Sudan consistent with the relevant resolutions, decisions, regulations and rules and policies of the competent organs of the United Nations, including the Executive Board of the Recipient; (C) under the Original Financing Agreement, the Association agreed to provide UNICEF with financing in an amount equivalent to thirty-five million seven hundred thousand Special Drawing Rights (SDR 35,700,000) ("Financing") ("Original Financing") to assist in financing the Original Project; (D) under a First Additional Financing Agreement, the Association agreed to provide UNICEF with an additional financing in an amount equivalent to one hundred and thirty million two hundred thousand Special Drawing Rights (SDR 130,200,000) ("First Additional Financing") to assist in financing the Original Project; (E) South Sudan by a letter dated September 2, 2022, requested the Association to activate the Contingent Emergency Response Component (CERC) to respond to the food insecurity emergency in the Greater Upper Nile Region; (F) South Sudan by a letter dated August 29, 2022, requested the Association to assist with additional financing in support of replenishing the amount allocated to CERISPP's Contingent Emergency Response Component (CERC) and to scaling up activities under the Original Project as described in Schedule I to this Agreement, by providing financing in an amount equivalent to fifty-two million Special Drawing Rights (SDR 52,000,000) ("Financing") for the Project); -2- WHEREAS the Association has agreed, on the basis, inter alia, of the foregoing, to extend to the Recipient a second additional grant, all for the benefit of the people of the Republic of South Sudan upon the terms and conditions set forth in this Agreement; The Recipient and the Association hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement. 1.02. The Financial Management Framework Agreement ("FMFA") (as defined in the Appendix to this Agreement) constitutes an integral part of this Agreement. Without limitation to the provisions of the FMFA, in respect to the Recipient: (a) all references in the FMFA to "Letter Agreement(s)" shall be references to this Agreement; (b) all references in the FMFA to "Trust Fund Grant(s)" shall be references to the Financing referred to in Section 2.01 of this Agreement; (c) all references in the FMFA to "the UN" and to a "UN Organization", including in particular reference in Section 7 of the FMFA, shall be references to "the United Nations Children's Fund;" (d) all references to "the Comptroller" shall be references to the "UNICEF Comptroller;" (e) all references in the FMFA to the "UN Financial Regulations" shall be references to the "UNICEF Financial Regulations and Rules;" and (f) all references in the FMFA to the "Parties" in Section II of the FMFA shall be a reference to the "Association" and the "United Nations Children's Fund" or, alternatively, to the "Association" on the one hand, and the "United Nations Secretariat"; and all "UN Organizations" (as that term is defined in the FMFA) on the other, if a satisfactory consolidated review mechanism is established. 1.03. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreemeht. ARTICLE Il - FINANCING 2.01. The Association agrees to extend to the Recipient a grant, which is deemed as Concessional Financing for purposes of the General Conditions, ini an amount -3- equivalent to fifty-two million Special Drawing Rights (SDR 52,000,000) to assist in financing Part 2.1, 2.3, and 4.1 of the Project described in Schedule I to this Agreement ("Project"). 2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section IV of Schedule 2 to this Agreement. 2.03. The Payment Currency is Dollar. ARTICLE rn-PROJECT 3.01. The Recipient declares its commitment to the objective of the Project and the MPA Program. To this end, the Recipient shall carry out Parts 2.1, 2.3, and 4.1 of the Project in accordance with the provisions of Article V of the General Conditions, the FMFA, and Schedule 2 to this Agreement. ARTICLE IV - REMEDIES OF THE ASSOCIATION 4.01. The Additional Events of Suspension consist of the following: (a) by notice sent to the Recipient pursuant to sub-paragraph (iv) of paragraph 9 ofthe FMFA, the Association confirms that it reasonably believes the actions taken previously in accordance with said Section 9 have not been sufficient to fulfill its fiduciary obligation to ensure that the proceeds of the Financing were used for eligible expenditures; or (b) by notice sent to the Recipient pursuant to sub-paragraph (iii)(a) of paragraph 10 of the FMFA, the Association confirms that alternative financial management arrangements mutually acceptable to the Association and the Recipient were not reached within the period stipulated therein; or (c) the Association determines at any time that a reference in either paragraph I or paragraph 3 of Section 113 of Schedule 2 to this Agreement to the Recipient's financial regulations and rules is incomplete or inaccurate in any material respect; or (d) the Association for any reason revokes the application of tile Alternative Procurement Arrangements set forth in Section 111.1 of Schedule 2 to this Agreement; or (e) the Member Country no longer has an adequate refugee protection framework. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Additional Condition of Effectiveness consists of the following, namely, that -4- the Association is satisfied that the Member Country has an adequate refugee protection framework. 5,02. This Agreement shall become effective as of the Signature Date. 5,03. Without prejudice to Section 10.05(b) of the General Conditions, the Financing Agreement and all obligations of the parties under it shall forthwith terminate when all such obligations have been fully performed. ARTICLE VI- REPRESENTATIVE; ADDRESSES 6.01. The Recipient's Representative is the UNICEF Representative for the Republic of South Sudan. 6.02. For purposes of Section 11.01 of the General Conditions: (a) the Recipient's address is: UNICEF, the United Nations Children's Fund South Sudan (Attention: The Representative); and With copies to: UNICEF, the United Nations Children's Fund UNICEF House Three United Nations Plaza New York, New York 10017 United States of America (Attention: Director, Public Partnerships Division) UNICEF, the United Nations Children's Fund UNICEF Supply Centre Oceanvej 10-12 2150 Nordhavn Copenhagen Denmark (Attention: Director, Supply Division) -5- (b) the Recipient's Electronic Address is: E-mail: hramadhani@unicef.org (Attention: The Representative); and 6.03. For purposes of Section 11.01 of the General Conditions: (a) the Association's address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Association's Electronic Address is: Telex: Facsimile: 248423 (MCI) (+1) 202 477 6391 -6- AGREED as of the Signature Date. INTERNATIONAL DEVELOPMENT ASSOCIATION By Authorized Representative Name: pg ! J Title: (cog-rc T Date: - - UNITED NATIONS CHILDREN'S FUND By Autrired Representati4 Name: V Title: A $QCc/f- 7 Date: -7- SCHEDULE I Project Description The objectives ofthe Project are to prevent, detect, and respond to the threat posed by COVID-19, increase access to an essential package of health and nutrition services for the target population, develop health sector stewardship and preparedness capacity, and provide an immediate and effective response to an eligible crisis or emergency. The Project is a phase of the MPA Program, and consists of the Original Project, the scaled-up activities below, and the following additional parts (the "Additional Parts"). Part 1: Vaccine Acquisition, Deployment, Cold Chain Equipment, and Community Engagement Carry out the following scaled-up activities and the following Additional Parts to support South Sudan's efforts in COVID-19 vaccine acquisition, planning and deployment: 1. Supporting South Sudan in creating energy-efficient and climate-friendly cold chain facilities through, inter alia, acquisition of additional solar direct drive refrigerators for cold chains, and cold boxes, through investments in solar power facilities and solarization of secondary health facilities. 2. Strengthening South Sudan's health sector in the safe and effective deployment of Project COVID-19 Vaccines under South Sudan's National Vaccination Deployment Plan including, inter alia: (a) development of micro-plans for vaccine deployment; (b) investment in vaccine storage, warehousing and transportation; (c) provision of training and financing of allowances for health workers to administer vaccines (per diem payments); (d) waste management and disposal; (e) vaccine distribution nationwide and for populations affected by flooding; (f) purchase of climate friendly cold chains; (g) routine supervision and monitoring of vaccine deployment; and (h) provision of critical vaccination supplies (such as diluents, syringes and medical supplies). 3. Supporting activities to increase community awareness related to COVID-19 vaccination and its importance (with particular attention to increasing vaccine acceptance; the risks of COVID-19 disease with the aim of addressing perceptions that COVID-19 is not a health risk; awareness of signs, symptoms, and control measures for COVID-19; and messages on preparedness for climate shocks and awareness and containment measures for climate-induced, outbreak-prone diseases) through communication and outreach programs involving community leaders, health workers, civil servants, and teachers, mid-level targeted interventions with a focus on reaching vulnerable and disadvantaged groups, and activities to generate evidence to inform ongoing vaccine deployment. -8- 4. Procurement of Project COVID-19 Vaccines through the African Vaccine Acquisition Trust ("AVAT"), in accordance with the standard arrangements and procedures applicable toAVATand UNICEF's provision of Procurement Services under the Procurement Services Agreement, to increase vaccination coverage in the country by approximately 30 percent, and engagement into re-vaccination efforts, if applicable. Part 2: Provision of Essential Health and Nutrition Services in Selected States Carry out the following scaled-up activities and the following Additional Parts so as to maintain delivery and improve availability of essential health and nutrition services: 1I In the Upper Nile, Jonglei, Greater Pibor Administrative Area, and Unity State by: (a) providing high impact essential health and nutrition services to the general population and an additional integrated nutrition package to the flood- affected population through facility and outreach rounds, such as: maternal, neonatal, and child health services; basic and comprehensive emergency obstetric and newborn care; blanket supplementary feeding program ("BSFP") and targeted supplementary feeding programs ("TSFP") for moderate and severe acute malnutrition; services related to sexual and gender-based violence; climate emergency response and preparedness activities; and disease surveillance and outbreak response services; (b) improving quality and supervision related to delivery of high-impact essential health services; (c) acquisition and distribution of essential medicines, medical equipment and supplies to the general population; (d) providing training, supervision, and monitoring to UNICEF Implementing Partners and service providers through expanded supervisory presence and testing of a county-level supervisory approach; (e) providing financing for UNICEF's cost of technical supervision, monitoring, and oversight over UNICEF Implementing Partnes, cross- sectoral support provision and Project management; (f) providing financing for strengthening supervision and management of health service delivery by: (i) supporting at least one high level supervisor with management and coaching expertise within each project county; and (ii) financing additional staff at the State level to conduct field visits to the project sites, for additional oversight in supporting improvements in health service delivery coverage and quality with a focus on support for planning -9- and implementation, and strengthen capacity of and expand the Boma Health Initiative ("BHP1) workers, that serve as the community-based service providers and referral services, within the current coverage areas to ensure the target communities have adequate population coverage ofthe BI-l services, including nutrition; and (g) provision of health tents next to communities displaced by the floods and rehabilitation of flood-affected health facilities. 2. In vulnerable and conflict-affected populations in Akobo County, Jonglei State by: (a) providing hospital level health services to vulnerable populations that ensure conflict-sensitive secondary level services, including: (i) outpatient and emergency services; (ii) surgical services (including obstetric emergencies); (iii) non-surgical clinical care services (including non- surgical obstetrics, pediatrics, therapeutic feeding services, and physiotherapy); (iv) clinical support services (such as pharmacy, laboratory, and imaging services); and (v) non-clinical support services; (b) providing financing for ICRC's cost of cross-sectoral support provision and Project management; (c) ensuring a climate-sensitive planning to help ensure the delivery of health services at the hospital throughout the year, given access challenges during rainy seasons; and (d) providing incentives for the hospital staff, financing of ambulatory and associated transport costs for critical patients, essential drugs, medical equipment, medical supplies, and medical consumables; healthy meals and diets required for admitted patients at the hospital; the cost of fuel for the generators to ensure sustained electricity supply for the hospital and fuel for aircrafts, vehicles and boats to facilitate travel and transport; the cost of housing for the ICRC staff in Akobo; and the purchasing of required information technology equipment, telecommunication, and office and general supplies for the purpose. 3. In Pariang County in the Ruweng Administrative Area, Maban County in Upper Nile State by: (a) providing an integrated package of high impact essential health and nutrition services to the affected populations (including host communities and refugees) through facility and outreach rounds, such as: maternal, neonatal, and child health services; basic and comprehensive emergency obstetric and newborn care; BSFP and TSFP for moderate and severe acute malnutrition; services related to sexual and gender-based violence; climate -10- emergency response and preparedness activities; and disease surveillance and outbreak response services; (b) providing hospital level health services that ensure conflict-sensitive secondary level services, including: (i) outpatient and emergency services; (ii) surgical services (including obstetric emergencies); (iii) non-surgical clinical care services (including non-surgical obstetrics, pediatrics, therapeutic feeding services and physiotherapy); (iv) clinical support services (such as pharmacy, laboratory, and imaging services); and (v) non-clinical support services; (c) supporting the delivery of an integrated package of nutrition services, including: (i) community-based management of acute malnutrition for acutely malnourished children under five years and acutely malnourished pregnant and lactating women ("PLW") (both curative and preventative); (ii) blanket and targeted supplementary feeding program for PLW and children of 6 to 23 months; and (iii) scaling up and ensuring the national coverage of the integrated nutrition surveillance system; (d) financing facilities-based services and establishment and expansion of the Bill community health worker program; and (e) providing incentives for the hospital staff, financing of ambulatory and associated transport costs for critical patients, essential drugs, medical equipment, medical supplies, and medical consumables; healthy meals and diets required for admitted patients at the hospital; the cost of fuel for the generators to ensure sustained electricity supply for the hospital and fuel for aircrafts, vehicles and boats to facilitate travel and transport; the cost of housing for key staff; and the purchasing of required information technology equipment, telecommunication, and office and general supplies for the purpose. Part 3: Building Institutional Capacity and Strengthening Health Emergency Preparedness Carry out the following scaled-up activities and the following Additional Parts so as to build institutional capacity and strengthen health emergencies preparedness: I Scaling up activities for improving the institutional capacity of South Sudan's Ministry of Health to effectively implement and manage future projects and other activities within its mandate, especially in the following areas: (i) financial management; (ii) procurement; (iii) monitoring and evaluation, contract management, and reporting; and (iv) environmental and social standards, through, inter alia, provision of training and technical assistance. -11- 2. Strengthening the health emergency preparedness of South Sudan by building government capacity to prepare for, prevent, detect, and respond to public health emergencies, including: (a) strengthening the national disease surveillance system through provision of training and outreach at national and county-levels related to the Integrated Disease Surveillance and Response Guidelines, and developing data reporting and management systems at the national and state-levels for real-time reporting; (b) developing national policies surrounding integrated human health and animal health to prevent health emergencies, through development of One Health Plan that addresses preparedness and response to priority zoonotic diseases; and formalization of a platform at the national and state levels to implement the One Health Plan; and (c) provision of financing for cost of WHO's technical supervision, monitoring, oversight, and Project management. 3. Establishing a strong surveillance system to prevent, detect, investigate, and respond to disease outbreaks and other public health emergencies, through: (a) supporting the implementation of the Integrated Disease Surveillance and Response Guidelines ("JDSR Guidelines") at the National, Subnational, County, and facility levels with a particular focus on the states of Upper Nile, Jonglei, and Unity; (b) strengthening the capacity of the National Public Health Laboratory ("NPHL") in Juba with a focus on bacteriology and molecular laboratories, through the financing of: (i) staff training at national and subnational levels on 1DSR Guidelines third edition; (ii) training on early warning, alert, and response system at the county levels in selected states; (iii) community- based surveillance in high-risk counties nationwide; (iv) laboratory needs assessment in Malakal and Bor State hospitals; (v) procurement of laboratory equipment and supplies required for molecular and bacteriology testing in NPHL and other Selected Laboratories; and (vi) assessment of District Health Information Software 2 and supporting the training and capacity building gaps at national and subnational levels; and (c) integrating climate-sensitive diseases in all activities, with regard to climate-related outbreaks of diarrheal diseases, including Cholera, Malaria, and the potential of emerging climate-sensitive diseases. -12- Part 4: Monitorinp, Evaluation and Learning Carry out the following scaled-up activities and the following Additional Parts so as to support a national unified monitoring approach, as well as monitoring of Project activities, including: L Provision of financing for engagement of a Third-Party Monitoring Agent for: (a) monitoring deployment of Project COVID-19 Vaccine delivery nationwide; delivery of health services in Upper Nile, Jonglei States and Greater Pibor Administrative Area; and delivery of essential health and nutrition services to refugee and host communities in Upper Nile State, Ruweng Administrative Area, and Unity State; (b) monitoring the implementation of climate change response and resilience; and (c) support analytical work and knowledge management activities on Project generated data. 2. Supporting: (a) maintenance and improvements for the Common Monitoring Mechanism, through collaboration with Health Pooled Fund partners, to enable health service delivery and commodities data collection and visualization for effective monitoring of the Project; and (b) provision of financing for WHO's cost of technical supervision, monitoring, and oversight, and Project management; and (c) strengthening inter-operability with District Health Information Software 2 and the open data kit platforms to allow streamlined modelling of service availability and utilization pattems in a timely manner. Part 5: Contingent Emergency Response Component Provision of immediate response to an Eligible Crisis or Emergency, as needed. -13- SCHEDULE 2 Project Execution Section 1. Implementation Arranaements A. Implementation Generally Implementation Arrangements under Parts 21, 2.3, and 4.1 of the Project I1. The Recipient shall carry out Parts 2.1, 2.3, and 4.1 of the Project with due diligence and efficiency in conformity with appropriate administrative, financial, technical, Environmental and Social Standards and practices, and in accordance with the Financial Management Framework Agreement ("FMFA"), Environmental and Social Commitment Plan ("ESCP") and the Project Implementation Manual ("PIM") (which includes the Vaccine Distribution and Deployment Manual ("VDDM")), and shall promptly provide the funds, facilities, services and other resources required for its Respective Parts of the Project. 2. The Recipient shall, at all times during the implementation of the Project, ensure: (a) compliance with any laws and/or regulations of South Sudan applicable to it with regard to its operations within the territory of South Sudan; and (b) that all governmental clearances and approvals, as may be required to allow its staff to operate and undertake activities under Parts 2.1, 2.3, and 4.1 of the Project within South Sudan, are obtained. 3. Without limitation upon other provisions in this Agreement, the Recipient shall carry out supervision and monitoring of Parts 2.1, 2.3, and 4.1 of the Project in accordance with its own policies and procedures, and shall share information related to said supervision and monitoring in the detail and frequency as the Association and Recipient shall agree in writing. Project Implementation Manual 4. Within forty-five (45) days from the Effective Date, the Recipient shall: (a) Update the Project implementation manual as set by tie First Additional Financing Agreement to reflect the following modifications to the guidelines and procedures for implementation of its Respective Parts of the Project: (i) detailed description of Parts 2.1, 2.3, and 4.1 of the Project and institutional arrangements for implementing said Respective Parts of the Project; -14- (ii) monitoring, evaluation, reporting, and governance procedures for the Project; and (iii) adopt such PIM as shall have been agreed with the Association ("Project implementation Manual", or "PIM") and thereafter, carry out Parts 2.1, 2.3, and 4.1 of the Project in accordance with such PIM. 5. Except as the Association shall otherwise agree in writing, the Recipient shall not amend or waive, or permit to be amended or waived any provision of the PIM. 6. In the event any provision of the PIM conflicts with any provision of this Agreement, the provisions of this Agreement shall prevail. Workplan and Budget 7. Within fifteen (15) days after the Effective Date, the Recipient shall prepare and furnish to the Association a Work Plan and Budget covering activities to be implemented under Parts 2.1, 2.3, and 4.1 of the Project and a proposed financing plan for expenditures required for such activities, setting forth the proposed amounts, sources of financing and eligible costs. 8. The Recipient shall afford the Association a reasonable opportunity to exchange views on such proposed Work Plan and Budget and thereafter, ensure that Parts 2.1, 2.3, and 4.1 of the Project are implemented in accordance with such Work Plan and Budget as shall have been agreed to by the Recipient and the Association ("WPB") 9. The Recipient may revise WPB as needed during implementation of Parts 2.1, 2.3, and 4.1 of the Project subject to the Association's prior written approval. B. Anti-Corruption 1 The Recipient shall carry out Parts 2.1, 2.3, and 4.1 of the Project ofthe Project subject to the provisions of the General Conditions and the following undertakings: (a) In the event that,the Recipient or the Association becomes aware of information that indicates the need for further scrutiny of the implementation of the Project or any expenditures under the proceeds of the Financing (including non- frivolous allegations that corrupt fraudulent collusive or coercive practices were undertaken in relation to any activity under the Project), the Recipient or the Association, as the case may be, shall promptly bring such information to the attention of the appropriate official or officials of the other party, as designated from time to time by each party by written notice to the other paty. -15- (b) Without limitation to paragraph (a) above, the Recipient's Office of Internal Audit and Investigations shall periodically submit to the Association's Integrity Vice Presidency a statement confirming whether or not, during the reporting period, the Recipient has received any non- frivolous allegations referred to in paragraph (a) above, and a brief description of any such allegations received. Any information provided under this paragraph that is designated as such by the Recipient's Office of Internal Audit and Investigations will be considered confidential and will only be disseminated within the organization on a strict 'need to know' basis. Information that has previously been provided to the Association on an ad hoc basis under paragraph (a) will not be considered 'Confidential' unless it was designated as such at the time of initial disclosure, regardless of whether the same information is duplicated in whole or in part in any report to be generated under this paragraph. The Association reserves the right to use confidential information in furtherance of its own investigations under paragraph 4 of this Section L.B, but will notify the Recipient in advance and, upon request, will consult with the Recipient before doing so. (c) Following consultation between the Recipient and the Association, the Recipient will, to the extent the infornation relates to actions within the authority or accountability of the Recipient, take timely and appropriate action in accordance with its accountability and oversight framework, including applicable regulations, rules, and administrative instructions, to investigate this information. For greater clarity on this matter, the Recipient and the Association agree and acknowledge that the Recipient has no authority over, and accordingly shall have no responsibility to investigate, any government official or officials or consultants ofthe Association. (d) To the extent such investigation confirms the allegations and to the extent that remedial action is within the authority of the Recipient, the Recipient will take timely and appropriate action in response to the findings of such investigation, in accordance with the Recipient's accountability and oversight framework, including its regulations, rules, policies and procedures. (e) To the extent consistent with the Recipient's accountability and oversight framework, including its regulations, rules, policies and procedures, it will keep the Association regularly informed by agreed means of actions taken pursuant to Section 1.B.1 (c) above, and the results of the implementation of such actions, including where relevant, details of any recovery of funds or writing-off of losses. The Recipient will use its best efforts, consistent with its regulations, rules, policies and procedures to recover any funds misused. The Recipient will, in consultation with the Association, credit any funds so recovered to the Association or agree with the Association to use these funds for a purpose mutually agreed upon. -16- 2. In the event that the Association reasonably believes that timely and appropriate action has not been taken by the Recipient under Section LB.I above, the Association may request direct consultations at a senior level between the Association and the Recipient in order to obtain assurances that the Recipient's oversight and accountability mechanisms have been and are being fully applied in connection with such allegations. The Recipient and the Association take note of the provisions of Article XIV of the United Nations Financial Regulations and Rules and the Recipient's relevant provisions of its Financial Regulations and Rules. 3. The Association may, following consultation with the Recipient, by notice to the Recipient, suspend the right ofthe Recipient to make further withdrawals ofthe proceeds of the Additional Financing if the Association reasonably believes the actions taken by the Recipient under Section l.B. 1 above have not been sufficient to fulfill its fiduciary obligation with respect to the Additional Financing. 4. The Association has the right and authority, pursuant to the Anti-Corruption Guidelines, to investigate allegations or other information relating to possible corrupt, fi*audulent, coercive, or collusive practices (as defined in Section I.B.7 below) by any third party, and to sanction any such third party which the Association has determined to have engaged in such practices; provided, however, that in this Section, "third party" does not include the Recipient. To the extent consistent with the Recipient's oversight framework, including its regulations, rules, policies and procedures, and if requested by the Association, the Recipient shall cooperate with the Association in the conduct of such investigations. 5. Without limitation to the provisions of paragraph B.1 of this Section, the Association retains the right to conduct an investigation in connection with the information referred to in paragraph B.1(a) of this Section and any information provided to the Recipient regarding allegations of corrupt, fraudulent, coercive, or collusive practice in connection with the bidding process, the award, or implementation of any contract to be or being financed out of the proceeds of the Additional Financing, except that the Association may not investigate the Recipient or other United Nations agency. In all such investigations, the Recipient agrees to facilitate such investigations. 6. (a) The Recipient will require any third-party commercial entity with which it has a long-term arrangement or to which it intends to issue a purchase order or a contract financed with the proceeds of the Financing to disclose to the Recipient whether it is subject to any sanction or temporary suspension imposed by any organization within the World Bank Group. The Recipient will give due regard to such sanctions and temporary suspensions, as disclosed to it when issuing contracts during the Project implementation. -17- (b) If the Recipient intends to issue a contract in connection with the Project with a party that has disclosed to the Recipient that it is under sanction or temporary suspension by the World Bank Group, the following procedure will apply: (i) the Recipient will so inform the Association, before sign ing such contract; (ii) the Association then may request direct consultations at a senior level, if required, between the Association and the Recipient to discuss the Recipient's decision; and (iii) if after such consultation, the Recipient elects to proceed with the issuance of the contract, the Association may inform the Recipient by notice, that the proceeds of the Financing may not be used to fund such contract. (c) Any portion of the proceeds of the Additional Financing received by the Recipient under this Agreement that may have been used to fund a contract in respect of which the World Bank Group has exercised its right under paragraph 6(b)(iii) immediately above, shall be used to defray the amounts requested by the Recipient in any subsequent Withdrawal Application, if any, or will be treated as a balance in favor of the Recipient in the calculation of the final balances prior to the Closing Date. 7. For the purposes of the provisions of this Section LB, the following definitions of sanctionable practices shall apply: (a) "corrupt practice" is the offering, giving, receiving or soliciting, directly or indiretly, of anything of value to influence improperly the actions of another party; (b) "fraudulent practice" is any act or omission, including misrepresentation, that knowingly or recklessly inisleads, or attempts to mislead, a party to obtain financial or other benefit or to avoid an obligation; (c) "collusive practice" is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party; and (d) "coercive practice" is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party. C. Environmental and Social Standards 1. The Recipient shall ensure that Parts 2.1, 2.3, and 4.1 of the Project are carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Association. -Is- 2. Without limitation upon paragraph I above, the Recipient shall ensure that the Project is implemented in accordance with the Environmental and Social Commitment Plan ("ESCP"), in a manner acceptable to the Association. To this end, the Recipient shall ensure that: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, as provided in the ESCP; (b) sufficient funds from the Financing are available to cover the costs of implementing the ESCP; (c) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the ESCP, as provided in the ESCP; and (d) the ESCP, or any provision thereof, is not amended, repealed, suspended or waived, except as the Association shall otherwise agree in writing, as specified in the ESCP, and ensure that the revised ESCP is disclosed promptly thereafter. 3. Without limitation upon the provisions of paragraph 2 above, if sixty (60) days prior to the Closing Date, the Association determines that there are measures and actions specified in the ESCP which will not be completed by the Closing Date, the Recipient shall: (a) not later than thirty (30) days before the Closing Date, prepare and present to the Association, an action plan satisfactory to the Association on the outstanding measures and actions, including a timetable and budget allocation from the Grant for such measures and actions (which action plan shall be deemed an amendment of the ESCP); and (b) thereafter, carry out said action plan in accordance with its terms and in a manner acceptable to the Association. 4. In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shall prevail. 5. The Recipient shall ensure that: (a) all measures necessary are taken to collect, compile, and furnish to the Association through regular reports, with the frequency specified in the ESCP, and promptly in a separate report or reports, if so requested by the Association, information on the status of compliance with the ESCP and the environmental and social instruments referred to therein, all such reports in form and substance acceptable to the Association, setting out, inter alia: (i) the status of implementation of the ESCP; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the -19- ESCP; and (iii) corrective and preventive measures taken or required to be taken to address such conditions; and (b) the Association is promptly notified of any incident or accident related to or having an impact on the Project which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers in accordance with the ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. 6. The Recipient shall establish, publicize, maintain and operate an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of Project-affected people, and take all measures necessary and appropriate to resolve, or facilitate the resolution of, such concerns and grievances, in a manner acceptable to the Association. 7. The Recipient shall ensure that all bidding documents and contracts for civil works under the Project include the obligation of contractors, subcontractors, and supervising entities to: (a) comply with the relevant aspects of the ESCP and the environmental and social instruments referred to therein; and (b) adopt and enforce codes of conduct that should be provided to and signed by all workers, detailing measures to address environmental, social, health and safety risks, and the risks of sexual exploitation and abuse, sexual harassment and violence against children, all as applicable to such civil works commissioned or carried out pursuant to said contracts. 8. Any security personnel involved in the implementation of Parts 2.1, 2.3, and 4.1 of the Project shall be engaged and deployed by the Recipient in accordance with the relevant requirements of the ESSs and the ESCP. D. Third-Party Monitoring 1 . The Recipient shall maintain throughout Project implementation, Third-Party Monitoring Agent(s), on the terms of reference satisfactory to the Association, to be financed out of the proceeds of the Financing as set forth in the table under Section IV.A. of Schedule 2 to this Agreement, to monitor implementation of activities under Parts 2.1, 2.3, and 4.1 of the Project. 2. Each monitoring report prepared by the Third-Party Monitoring Agent(s) shall cover a period of three (3) months. The Recipient shall, after its review, and no later than 15 days after its receipt, make available such monitoring report to the Association. 3. The Recipient shall supervise the work of Third Party Monitoring Agent(s) recruited pursuant to Section I.D.1 of this Schedule and enable such Third Party Monitoring Agent(s), taking into account the security situation, to: (a) visit any -20- facilities and sites included in its Respective Parts of the Project; and (b) examine the goods, services and/or outputs financed out of the proceeds of the Financing, and any documents and reports relevantto the perfornance of its obligations under this Agreement. The terms of any such Third-Party Monitoring Agent(s)' activities shall be agreed upon in advance by the Parties and any costs associated with the Recipient's required supervision therewith shall be funded by the Financing. Nothing in the foregoing provision shall be construed as granting audit access to any such Third-Party Monitoring Agent(s) or the Association hereunder. E. Contingent Emergency Response In order to ensure the proper implementation of contingent emergency response activities under Part 5 of the Project ("Contingent Emergency Response Part"), the Recipient shall ensure that: (a) a manual ("CERC Manual") is prepared and adopted in form and substance acceptable to the Association, which shall set forth detailed implementation arrangements for the Contingent Emergency Response Part, including: (i) any structures or institutional arrangements for coordinating and implementing the Contingent Emergency Response Part; (ii) specific activities which may be included in the Contingent Emergency Response Part, Eligible Expenditures required therefor ("Emergency Expenditures"), and any procedures for such inclusion; (iii) financial management arrangements for the Contingent Emergency Response Part; (iv) procurement methods and procedures for the Contingent Emergency Response Part; (v) documentation required for withdrawals of Financing amounts to finance Emergency Expenditures; (vi) a description of the environmental and social assessment and management arrangements for the Contingent Emergency Response Part; and (vii) a template Emergency Action Plan; (b) the Emergency Action Plan is prepared and adopted in form and substance acceptable to the Association; (c) the Contingent Emergency Response Part is carried out in accordance with the CERC Manual and the Emergency Action Plan; provided, however, that in the event of any inconsistency between the provisions of the CERC Manual or the Emergency Action Plan and this Agreement, the provisions of this Agreement shall prevail; and (d) neither the CERC Manual or the Emergency Action Plan is amended, suspended, abrogated, repealed or waived without the prior written approval by the Association. -21- 2. The Recipient shall ensure that the stRuctures and arrangements referred to in the CERC Manual are maintained throughout the implementation of the Contingent Emergency Response Part, with adequate staff and resources satisfactory to Association. 3. The Recipient shall ensure that: (a) the environmental and social instruments required for the Contingent Emergency Response Part are prepared, disclosed and adopted in accordance with the CERC Manual and the ESCP, and in form and substance acceptable to the Association; and (b) the Contingent Emergency Response Part is carried out in accordance with the environmental and social instruments in a manner acceptable to the Association. 4. Activities under the Contingency Emergency Response Part shall be undertaken only after an Eligible Crisis or Emergency has occurred. Section I. Project IMonitoring, Reportine and Evaluation A. Project Reports I. The Recipient shall furnish to the Association each Project Report not later than forty-five (45) days after the end of each calendar semester, covering the calendar semester, or with such frequency as the Association and the Recipient shall agree in writing. The Recipient shall ensure that each Project Report contains an update on the implementation of the activities (Parts 2.1, 2.3, and 4.1 of the Project) in the Procurement Plan. 2. Except as may otherwise be explicitly required or permitted under this Agreement or as may be explicitly requested by the Association, in sharing any information, report or document related to the activities described under Parts 2.1, 2.3, and 4.1 of the Project, the Recipient shall ensure that such information, report or document does not include Personal Data. B. Financial Management, Financial Reports and Audits 1. The Recipient shall maintain, and cause to be maintained, a financial management system, including records and accounts, adequate to reflect the transactions related to Parts 2.1, 2.3, and 4.1 of the Project, in accordance with the requirements of its Financial Regulations and Rules. In accordance with Article 10 of FMFA, the Recipient shall notify the Association of any changes to these Financial Regulations and Rules, that occur after the signing of this agreement within thirty (30) days of the -22- effectiveness of such changes and shall make such Financial Regulations and Rules available via the Recipient's external website. 2. The Recipient shall maintain records ("Ledger Adcount") and accounts that provide a complete, true and faithful record of all the expenditures from the proceeds of the Financing for Parts 2.1, 2.3, and 4.1 of the Project and in a manner that allows for the clear and separate identification of the activities financed by the Association. 3. The Recipient shall prepare periodic financial statements in accordance with its Financial Regulations and Rules and accounting standards acceptable to the Association. The financial statements will be submitted to the Association in accordance with the provisions of Section II. Financial Reports and Audits of the Disbursement and Financial Information Letter referred to in Section IV.A of this Schedule. 4. The Recipient shall ensure that the audit of Parts 2,1, 2.3, and 4.1 of the Project is: (a) carried out exclusively by the UN Board of Auditors in accordance with Article XIV of the Financial Regulations and Rules; and (b) governed by the FMFA. In addition, as agreed by the Recipient and the Association, the Recipient will carry out any additional due diligence activities as agreed by the Recipient and the Association in separate terms of reference. 5. The Recipient shall retain, and shall cause its implementing partners to retain, until at least one year or pursuant to the standard practice of the Recipient, whichever is longer, after the Association has received the final interim unaudited financial report referred to in the Disbursement and Financial Information Letter referenced in Section JV.A of this Schedule, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing all expenditures in respect of which withdrawals of the proceeds of the Financing were made. Section IT. Procurement 1I All works, goods, non-consulting services and consulting services required for carrying out Parts 2.1, 2.3, and 4.1 of the Project and financed out of the proceeds of the Financing shall: (a) be procured in accordance with the applicable procurement policies, procedures, regulations and practices of the Recipient, as such procurement policies, procedures, regulations and practices have been assessed and found to be acceptable by the Association; and (b) not commence to be procured until a procurement plan has been furnished to, the Association and deemed acceptable in accordance with paragraph 2 of this Section III. -23- 2. Within thirty (30) days from the Effective Date, the Recipient shall prepare and furnish to the Association for review a procurement plan, prepared in accordance with terins of reference satisfactory to the Association, and thereafter, implement Parts 2.1, 2.3, and 4.1 of the Project in accordance with such procurement plan as shall have been deemed acceptable by the Association ("Procurement Plan"). 3. If the Association determines that the procurement policies, procedures, regulations, or practices of the Recipient have been modified, suspended, or waived such that they are no longer acceptable to the Association, the Association may, in addition to the Association's other rights under the Agreement, revoke the procurement provisions set out in paragraph I of this Section II. Section IV. Withdrawal of the Proceeds of the Financing A. General Without limitation upon the provisions of Article 11 of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Recipient may withdraw the proceeds of the Financing to finance Eligible Expenditures in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: Amount of the Percentage of Category Financing Allocated Expenditures to be (expressed in SDR) Financed (inclusive of Taxes) (1) Goods, works, non- consulting services, consulting services, Training and Operating 49,500,000 100% Costs tinder Parts 2.1, 2.3, and 4.1 of the Project (2) Emergency Expenditures under Part 5 of the 0 100% Project (3) Indirect Cost (5%) under Parts 2.1, 2.3, and 4.1 of 2,500,000 100% the Project TOTAL AMOUNT 52,000,000 -24- B. Withdrawal Conditions; Withdrawal Period 1I Notwithstanding the provisions of Part A above, no withdrawal shall be made: (a) lor payments made prior to the Signature Date; or (b) for Emergency Expenditures under Category (3), unless and until all of the following conditions have been met in respect of said expenditures: (i) (A) the Recipient has determined that an Eligible Crisis or Emergency has occurred, and has furnished to the Association a request to withdraw Financing amounts under Category (3); and (B) the Association has agreed with such determination, accepted said request and notified the Recipient thereof; and (iii) the Recipient has adopted the CERC Manual and Emergency Action Plan, in form and substance acceptable to the Association. 2. All withdrawals shall be made on the basis of the interim unaudited financial reports referred to in 11.B33 of this Schedule and under such other terms and conditions as agreed between the Association and the Recipient and as specified in the Disbursement and Financial Information Letter. 3. Without prejudice to the provisions of Section 8.07 of the General Conditions, in the event that the Association requests a refund of any portion of the proceeds of the Financing that has been used in a manner inconsistent with the provisions of this Agreement, the Association and the Recipient will adopt the procedures set forth in paragraph 9 of the FMFA. 4. It is understood that the Recipient shall not be responsible for, and shall have no obligation to initiate or continue implementation of, the pertinent activities under Parts 2.1, 2.3 and 4.1 of the Project unless the proceeds of the Financing allocated to such activities have been made available to the Recipient. Notwithstanding any suspension of the Financing or any portion of the Financing under this Agreement, the Association will make available to the Recipient the portion of the proceeds of the Financing required to meet the obligations entered into by the Recipient prior to the date on which the Recipient shall have received the notice of suspension. 5. The Closing Date is July 31, 2025. -25- APPENDIX Section 1. Definitions . "Alternative Procurement Arrangements" ineans the procurement arrangements set forth in Section III of Schedule 2 to this Agreement, as permitted by the "World Bank Procurement Regulations for IPF Borrowers", dated November 2020. 2. "Akobo County" means an administrative subdivision located in Jonglei State in the Republic of South Sudan. 3. "Anti-Corruption Guidelines" means, for purposes of paragraph 5 of the Appendix to the General Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006, and revised in January 2011 and as of July 1, 2016. 4. "Basic Cooperation Agreement" means the agreement between the Recipient and the Republic of South Sudan dated July 9, 2011, agreeing on the framework for cooperation in programmes for the benefit of children and women within South Sudan consistent with the relevant resolutions, decisions, regulations and rules and policies of the competent organs of the United Nations, including the Executive Board of the Recipient. 5. "Categoiy" means a category set forth in the table in Section IV.A of Schedule 2 to this Agreement. 6. "CERC Manual" means the manual referred to in Section I.E of Schedule 2 to this Agreement, as such manual may be updated from time to time with the agreement of the Association, and which is an integral part of the Operational Manual. 7. "Common Monitoring Mechanism" means a shared performance monitoring approach across all zones in the country. 8. "Contingent Emergency Response Part" means any activity or activities to be carried out under Part 5 of the Project to respond to an Eligible Crisis or Emergency. 9. "COVAX Facility" means the COVID-19 Vaccine Global Access Facility, a mechanism through which demand and resources are pooled to support the availability of, and equitable access to, COVID-19 vaccines for all economies, and which is coordinated by Gavi, the Vaccine Alliance, the Coalition for Epidemic Preparedness Innovations ("CEPI"), and the WHO. 10. "COVID-19" means the coronavirus disease caused by the 2019 novel coronavirus (SARS-CoV-2). -26- 11. "Eligible Crisis or Emergency" means an event that has caused, or is likely to imminently cause, a major adverse economic and/or social impact to South Sudan, associated with a natural or man-made crisis or disaster or regarding which either South Sudan, the international community or the United Nations has issued an emergency declaration. 12. "Emergency Action Plan" means the plan referred to in Section [E of Schedule 2 to this Agreement activities, budget, implementation plan, and monitoring and evaluation arrangements, to respond to the Eligible Crisis or Emergency. 13. "Emergency Expenditures" means any of the eligible expenditures set forth in the CERC Manual referred to in Section I.E.1 of Schedule 2 to this Agreement and required for the Contingent Emergency Response Part. 14. "Environmental and Social Commitment Plan" or "ESCP" means the environmental and social commitment plan for the Project, dated February 28, 2023, as the same may be amended from time to time in accordance with the provisions thereof, which sets out the material measures and actions that the Recipient shall carry out or cause to be carried out to address the potential environmental and social risks and impacts ofthe Project, including the timeframes of the actions and measures, institutional, staffing, training, monitoring and reporting arrangements, and any environmental and social instruments to be prepared thereunder. 15. "Environmental and Social Management Framework" or "ESMF" means Environmental and Social Management Framework for the Recipient's Respective Parts of the Project, prepared by the Recipient in accordance with the ESCP. 16. "Environmental and Social Standards" or "ESSs" means, collectively: (i) "Environmental and Social Standard 1: Assessment and Management of Environmental and Social Risks and Impacts"; (ii) "Environmental and Social Standard 2: Labor and Working Conditions"; (iii) "Environmental and Social Standard 3: Resource Efficiency and Pollution Prevention and Management"; (iv) "Environmental and Social Standard 4: Community Health and Safety"; (v) "Environmental and Social Standard 5: Land Acquisition, Resttictions on Land Use and Involuntary Resettlement"; (vi) "Environmental and Social Standard 6: Biodiversity Conservation and Sustainable Management of Living Natural Resources"; (vii) "Environmental and Social Standard 7: Indigenous Peoples/Sub- Saharan Historically Underserved Traditional Local Communities"; (viii) "Environmental and Social Standard 8: Cultural Heritage"; (ix) "Environmental and Social Standard 9: Financial Intermediaries"; (x) "Environmental and Social Standard 10: Stakeholder Engagement and Information Disclosure"; effective on October 1, 2018, as published by the Association. -27- 17. "Financial Management Framework Agreement" or "FMFA" means the Financial Management Framework Agreement between the World Bank and the United Nations, to which UNICEF is a co-signatory pursuant to the letter signed by UNICEF on November 4, 2016. t8. "Financial Regulations and Rules" means the following financial management regulations and rules ofthe Recipient: The United Nations Children's Fund Financial Regulations and Rules E/lCEF/201 /AB/L.8. 19. "General Conditions" means the "International Development Association General Conditions for IDA Financing, Investment Project Financing", dated December 14, 2018 (revised on August 1, 2020, April 1, 2021, and January 1, 2022), with the modifications set forth in Section II of this Appendix. 20. "Greater Pibor Administrative Area" means the administrative subdivision of Greater Pibor in the Republic of South Sudan. 21. "Health Pooled Fund" means the partnership between international donors and non-profit organizations, with South Sudan's Ministry of Health, aimed at providing access to good quality basic health services. 22. "Indirect Cost" means the indirect costs incurred by the Recipient as a function and in support of its Respective Parts of the Project, which cannot be traced unequivocally to the deliverables and technical outputs of Parts 2.1, 2.3, 4.1, and 5 of the Project. 23. 24. "Integrated Disease Surveillance and Response Guidelines" or "IDSR Guidelines" means the Republic of South Sudan's national guidelines that define bow health data for multiple diseases are collected, using standardized tools, for surveillance and response to public health threats. 25. "Jonglei" means the State of Jonglei, an administrative subdivision in the Republic of South Sudan. 26. "Maban County" means Maban County, an administrative subdivision located in the Upper Nile State in the Republic of South Sudan. 27. "Member Country" means the Republic of South Sudan. 28. "MPA Program" means the global emergency multiphase programmatic approach program supported by the Association and designed to assist countries to prevent, detect and respond to the threat posed by COVID-19 and strengthen national systems for public health preparedness. -28- 29. "National Vaccination Deployment Plan" means the Republic of South Sudan's plan for delivery and deployment of COVID-19 vaccines. 30. "One Health Plan" means the Republic of South Sudan's national plan that addresses a shared health threat at the human-animal-environment interface, based on collaboration, communication, and coordination across all relevant sectors and disciplines, with the ultimate goal of achieving optimal health outcomes for both people and animals. 31. "Operating Costs" means the incremental operating costs arising under Parts 2.1, 2.3, and 4.1 and 5 of the Project on non-staff related cost, including vehicle operation and transport for field teams, rental of office space and supplies, utilities, and communication charges. 32. "Original Financing Agreement" means the financing agreement for the "South Sudan COVID- 19 Emergency Response and Health System Preparedness Project" between the Recipient and the Association, dated July 1, 2021 (Grant No. D884- S S). 33. "Original Project" means the Project activities as, described in Schedule I to the Original Financing Agreement. 34. "Pariang Country" means Pariang County, an administrative subdivision located in the Ruweng Administrative Area in the Republic of South Sudan. 35. "Personal Data" means any information relating to an identified or identifiable individual. An identifiable individual is one who can be identified by reasonable means, directly or indirectly, by reference to an attribute or combination of attributes within the data, or combination of the data with other available information. Attributes that can be used to identify an identifiable individual include, but are not limited to, name, identification number, location data, online identifier, metadata and factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of an individual. 36. "PIM" means the updated Project Implementation Manual, satisfactory to the Association, and referred to in Section I.A. 1 of Schedule 2 to this Agreement, as such manual may be revised from time to time with prior written agreement of the Association. 37. "Procurement Services" means the procurement and delivery of COVID-19 vaccines and associated supplies, where such supplies are required for purposes related to the Project, undertaken by the Recipient on behalf of the Member Country pursuant to the Procurement Services Agreement. -29- 38. "Procurement Services Agreement" means the agreement to be entered into between the Recipient and the Member Country for the procurement of Project COVID-19 Vaccines under Part 1.4 of the Project. 39. "Procurement Regulations" means, for purposes of paragraph 85 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated November 2020. 40. "Project COVID-1 9 Vaccine" means a vaccine for the prevention of COVID-1 9, authorized by the national regulatory authority of the Republic of South Sudan for distribution, marketing, and administration within the territory of Republic of South Sudan, and purchased acquired or deployed under the Project; "Project COVID-19 Vaccines" means the plural thereof. 41. "Respective Parts of the Project" means with respect to: (a) ICRC, Part 2.2 of the Project; (b) UNICEF, Parts 1.1, 1.2, 1.3, 1.4, 2.1., 2.3, 3.1 and 4.1 of the Project; and (c) WHO, Parts 3.2, 3.3 and 4.2 of the Project. 42. "Ruweng Administrative Area" means the administrative subdivision of Ruweng in the Republic of South Sudan 43. "Signature Date" means the later of the two dates on which the Recipient and the Association signed this Agreement and such definition applies to all references to "the date of the Financing Agreement" in the General Conditions. 44. "South Sudan" means the Republic of South Sudan. 45. "Stringent Regulatory Authority" means a National Regulatory Authority ("NRA") that is classified by WHO as a Stringent Regulatory Authority. 46. "Third-Party Monitoring Agent" means a firm or organization, with internationally recognized expertise in monitoring and evaluation of development projects, including for financial management, procurement, and environmental safeguards aspects of such development projects, to be engaged by the Recipient in accordance with terms of reference satisfactory to the Association and referred to in Section I.D of Schedule 2 to this Agreement. 47. "Training" means the costs associated with training of health providers and personnel, supervisors and managers involved in activities under the Project based on the Work Plan and Budget, such teni including seminars, and workshops, and associated travel and subsistence costs for training participants, costs associated with securing the services of trainers, rental of training facilities, preparation and -30- reproduction of training materials, and other costs directly related to training preparation and implementation of the training. 48. "UNICEF Implementing Partners" means non-government organizations contracted by UNICEF in accordance with the Procurement Regulations to assist with implementation of UNICEF's Respective Parts of the Project. 49. "Upper Nile" means the State of Upper Nile, an administrative subdivision in the Republic of South Sudan. 50. "Unity State" means the State of Unity, one of the ten states in the Republic of South Sudan 51. "Vaccine Approval Criteria" means the Project COVID-19 Vaccine: (a) has received regular or emergency licensure or authorization from at least one of the Stringent Regulatory Authorities identified by WHO for vaccines procured and/or supplied under the COVAX Facility, as may be amended from time to time by WHO; (b) has received the WHO Prequalification or WHO Emergency Use Listing; or (c) has met such other criteria as may be agreed in writing between the Recipient and the Association. 52. "Vaccine Distribution and Deployment Manual" or "VDDM" means the Recipient's manual referred to in Section 1.A.1 of Schedule 2 to this Agreement, as the same may be amended from time to time with the Association's prior written approval. 53. "WHO Emergency Use Listing" means a risk-based procedure for assessing and listing by WHO of unlicensed vaccines, therapeutics, and in vitro diagnostics with the aim of expediting the availability of these products to people affected by a declared public health emergency. 54. "WHO Fair Allocation Framework" means the rules which govern the allocation of vaccines to participants in the COVAX Facility, as developed by WHO, subject to periodic review by the COVAX Facility. 55. "WHO Prequalification" means a service provided by WHO to assess the quality, safety, and efficacy of medical products for priority diseases, and which are intended for United Nations and international procurement to developing countries. 56. "Work Plan and Budget" or "WPB" means the Work Plan and Budget referred to in paragraphs 7 through 9 of Section LA of Schedule 2 to this Agreement. 57. "World Bank Group" means the Association, the International Bank for Reconstruction and Development, the International Finance Corporation, the -31- International Centre for the Settlement of Investment Disputes, and the Multilateral Investment Guarantee Agency. Section II. Modifications to the General Conditions The General Conditions are hereby modified as follows: 1. Section 2.06 (Financing Taxes) is deleted in its entirety. 2. Paragraphs (b) and (c) of Section 3.18 (Manner ofPayment) are deleted. 3. In Section 5.11 (Visits), paragraph (a)is modified to read as follows: "Section 5.11. Visits (a) The Recipient shall take all action necessary or useful to facilitate the Member Country affording all reasonable opportunity for representatives of the Association to visit any part of its territories where the Project is being implemented for purposes related to the Grant or the Project." 4. Section 3.02 (Commitment Charge), 3,14 (Place of Payment), 3.15 (Currency of Payment), 3.16 (Amount ofRepayment), 3.19 (Temporary Currency Substitution), 5.07 (Plans; Documents; Records), 5.09 (Financial Management; Financial Statements; Audits), 5.13 (Procurement), 5.14 (Anti-Corruption) are deleted in their entirety, and the remaining sections in Articles III and V are renumbered accordingly. 5. Section 6.01 (Financial and Economic Data) is deleted in its entirety and the remaining section in Article VI is renumbered accordingly. 6. Section 8.02 (Suspension by the Association) is modified as follows: (a) Paragraph (a) on Payment Failure is modified to read as follows: "(a) The Member Country has failed to make payment (notwithstanding the fact that such payment may have been made by a third party) of principal, interest, service charges or any other amount due to the Association or the International Bank for Reconstruction and Development ("Bank"): (i) under any agreement betweentheMember Country and the Association or the Bank; or (ii) in consequence of any guarantee extended or other financial obligation of any kind assumed by the Association or the Bank to any third party with the agreement of the Member County." (b) Paragraph (j) on Membership is modified to read as follows: -32- "(j) Membership. The Member Country or any member of the Recipient: (i) has been suspended from membership in or ceased to be a member of the Association; or (ii) has ceased to be a member of the International Monetary Fund." (c) Paragraph (m) is renumbered as paragraph (n), and a new paragraph (in) is added to read as follows: "(m) Interference. The Member Country: (i) has taken or permitted to be taken any action which would prevent or interfere with the execution of the Project or the performance by the Recipient of its obligations under the Financing Agreement; or (ii) has failed to afford a reasonable opportunity for representatives of the Association to visit any part of its territory where the Project is being implemented for purposes relating to Grant or the Project." 7. The Appendix (Definitions) is modified as follows: (a) Paragraph 77 (Member County) is modified to read as follows: "77. "Member Country" means the member of the Association in whose territory the Project is carried out or any such member's political or administrative subdivisions. If such activity is carried out in the territory of more than one such member, "Member Country" refers separately to each such member." (b) Paragraph 92 (Recipient) is modified to read as follows: "92. "Recipient" means the party to the Financing Agreement to which the Grant is extended."