GFF GRANT NUMBER TFOB7735 SDTF TF GRANT NUMBER TFOB7732 Trust Fund Grant Agreement (Health Equity and Quality Improvement Project - Phase 2) between KINGDOM OF CAMBODIA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT/ INTERNATIONAL DEVELOPMENT ASSOCIATION acting as administrator of the Multi-Donor Trust Fund for the Global Financing Facility in Support of Every Woman and Every Child and Australia-World Bank Partnership for Promoting Inclusion, Sustainability and Equality in Cambodia Single Donor Trust Fund GFF GRANT NUMBER TFOB7735 SDTF TF GRANT NUMBER TFOB7732 TRUST FUND GRANT AGREEMENT AGREEMENT dated as of the Signature Date between KINGDOM OF CAMBODIA ("Recipient") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVLOPMENT/INTERNATIONAL DEVELOPMENT ASSOCIATION ("Bank"), acting as administrator of the Multi-Donor Trust Fund for the Global Financing Facility in Support of Every Woman and Every Child and Australia-World Bank Partnership for Promoting Inclusion, Sustainability and Equality in Cambodia Single Donor Trust Fund. WHEREAS under the Financing Agreement ("Financing Agreement") to be entered into between the Recipient and the International Development Association, the Association has agreed to provide the Recipient with a credit in an amount specified in the Financing Agreement to assist in financing the project described in Schedule 1 to the Financing Agreement ("Project"). NOW THEREFORE, the Recipient and the Bank hereby agree as follows: Article I Standard Conditions; Definitions 1.01. The Standard Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the Standard Conditions, the Financing Agreement, or in this Agreement (including the Preamble and the Appendix thereto). Article II The Project 2.01. The Recipient declares its commitment to the objective of the Project. To this end, the Recipient shall carry out the Project, through MOH, in accordance with the provisions of Article II of the Standard Conditions, Schedule 2 to this Agreement, and the Financing Agreement. Article III The Grant 3.01. The Bank, acting in the following capacities, agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement certain grants (collectively "Grant") from various sources in the following amounts to assist in financing the Project: (a) acting as administrator of the GFF, a grant in an amount not to exceed fifteen million United States Dollars ($15,000,000) ("GFF Grant"); and (b) acting as administrator of the Australia-World Bank Partnership for Promoting Inclusion, Sustainability and Equality in Cambodia Single Donor Trust Fund, a grant in an amount not to exceed three million five hundred and sixty thousand Australian Dollars (AUD3,560,000) ("SDTF Grant"). 3.02. The Recipient may withdraw the proceeds of the Grant in accordance with Section II of Schedule 2 to this Agreement. 3.03. The Grant is funded out of the abovementioned trust fund for which the Bank receives periodic contributions from the donors to the trust fund. In accordance with Section 3.02 of the Standard Conditions, the Bank's payment obligations in connection with this Agreement are limited to the amount of funds made available to it by the donors under the abovementioned trust fund, and the Recipient's right to withdraw the Grant proceeds is subject to the availability of such funds. Article IV Effectiveness; Termination 4.01. This Agreement shall not become effective until evidence satisfactory to the Bank has been furnished to the Bank that the conditions specified below have been satisfied: (a) The execution and delivery of this Agreement has been duly authorized by all necessary actions and delivered on behalf of the Recipient; (b) The Financing Agreement has been executed and delivered and all conditions precedent to its effectiveness or to the right of the Recipient to make withdrawals under it (other than the effectiveness of this Agreement) have been fulfilled; and -2- (c) the Recipient, through the MOH, has adopted the Project Operational Manual in form and substance satisfactory to the Association. 4.02. As part of the evidence to be furnished pursuant to Section 4.01.(a), there shall be furnished to the Bank an opinion or opinions satisfactory to the Bank of counsel acceptable to the Bank or, if the Bank so requests, a certificate satisfactory to the Bank of a competent official of the Recipient, showing, on behalf of the Recipient, that this Agreement has been duly authorized or ratified by, and executed and delivered on its behalf and is legally binding upon it in accordance with its terms. 4.03. Except as the Recipient and the Bank shall otherwise agree, this Agreement shall enter into effect on the date upon which the Bank dispatches to the Recipient notice of its acceptance of the evidence required pursuant to Section 4.01 ("Effective Date"). If, before the Effective Date, any event has occurred which would have entitled the Bank to suspend the right of the Recipient to make withdrawals from the Grant Account if this Agreement had been effective, the Bank may postpone the dispatch of the notice referred to in this Section until such event (or events) has (or have) ceased to exist. 4.04. This Agreement and all obligations of the parties under it shall terminate if it has not entered into effect by the date ninety (90) days after the date of this Agreement, unless the Bank, after consideration of the reasons for the delay, establishes a later date for the purpose of this Section. The Bank shall promptly notify the Recipient of such later date. Article V Recipient's Representative; Addresses 5.01. The Recipient's Representative referred to in Section 7.02 of the Standard Conditions is its Minister of Finance. 5.02. For purposes of Section 7.01 of the Standard Conditions: (a) The Recipient's address is: Ministry of Economy and Finance Street 92 Sangkat Wat Phnom, Khan Daun Penh Phnom Penh Kingdom of Cambodia -3- LV (b) The Recipient's Electronic Address is: Facsimile: E-mail: (855- 23) 725-341 Ltdicd nLcmef.cov.kh (855- 23) 427-798 5.03. For purposes of Section 7.01 of the Standard Conditions: (a) the Bank's address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Bank's Electronic Address is: Telex: Facsimile: 248423 (MCI) or 1-202-477-6391 64145 (MCI) -4- AGREED as of the Signature Date. KINGDOM OF C o By uh c4 A epresentative Name: AUN PORN MONIROTH , Ph.D Title: Deputy Prime Minister Til: i-oa; o EcatFamyend[inance Date: v g ZO±QJ INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT/INTERNATIONAL DEVELOPMENT ASSOCIATION acting as administrator of the Multi-Donor Trust Fund for the Global Financing Facility in Support of Every Woman Every Child and Australia-World Bank Partnership for Promoting Inclusion, Sustainability and Equality in Cambodia Single Donor Trust Fund By Authorized Representative Name: SS;V-\ Title: OL T VArn Date: f0 -5- SCHEDULE 1 Project Description The objective of the Project is to improve equitable utilization of quality health services in Cambodia, especially for the poor and vulnerable populations, and to provide immediate and effective response in case of an Eligible Crisis or Emergency in the Kingdom of Cambodia. The Project consists of the parts described in Schedule 1 to the Financing Agreement. -6- SCHEDULE 2 Project Execution Section I. Implcmcntation and Other Arraniements A. Section I (Implementation Arrangements) and Section II (Project Monitoring, Reporting and Evaluation) of Schedule 2 to the Financing Agreement are hereby incorporated by reference and shall apply, mutatis mutandis, to this Agreement, and the Recipient undertakes to comply with the provisions thereof to the same extent as if such provisions had been set out in full in this Agreement, provided that for the purposes of this Agreement: (1) the references to the "Financing" in said Sections shall be construed as references to the Grant provided for under this Agreement; and (2) the references to the "Association" in said Sections shall be construed as references to the Bank. Section II. Withdrawal of Grant Proceeds A. General 1. The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of: (a) Article III of the Standard Conditions; and (b) this Section; 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 Amount of the Percentage of Category GFF Grant SDTF Grant Expenditures to Allocated Allocated be Financed (expressed in (expressed in (inclusive of USD) AUD) Taxes) (1) HEF Grants under 4,650,000 1,101,726 Up to 100% of the Part 1.1 of the Project Grant's agreed share of the HEF Grants specified in the Disbursement and Financial Information Letter (2) SDGs under Parts 4,340,000 1,032,400 Up to 100% of the 2.1(a) and 2.2(a) of the Grant's agreed Project share of the SDGs specified in the -7- Disbursement and Financial Information Letter (3) PBC Expenditures 2,470,000 586,463 Up to 100% of the Grant's agreed share of the PBC Value specified in the Disbursement and Financial Information Letter (4) Goods, works, non- 3,540,000 839,411 Up to 100% of the consulting services, Grant's agreed consulting services, share of the costs Operating Costs and specified in the Training under Parts 2.3 Disbursement and and 3.1(a) of the Project Financial Information Letter TOTAL AMOUNT 15,000,000 3,560,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A above, no withdrawal shall be made: (a) for payments made prior to the Signature Date; (b) for PBC Expenditures under Category (3), unless and until the Recipient has: (i) furnished evidence satisfactory to the Bank in accordance with the verification protocol set forth in the Project Operations Manual that the Recipient has met the PBC Targets set forth in Schedule 4 to the Financing Agreement against which withdrawal is requested; and (ii) complied with the Disbursement and Financial Information Letter, including furnished to the Bank the applicable interim unaudited financial reports documenting the incurrence of PBC Expenditures during the respective PBC period up to the date against which withdrawal is requested. -8- 2. Notwithstanding the provisions of Parts A and B.1(b) of this Section, the amount of the Grant to be withdrawn upon the verified achievement of any PBC Target shall correspond to the PBC Value of such PBC Target as set forth in Schedule 4 to the Financing Agreement. 3. Notwithstanding the provisions of Part B.1(b) of this Section, if the Bank shall determine, based on the evidence furnished by the Recipient under Part B. 1 of this Section, that: (a) any PBC Targets (except for PBC Targets of PBC 1(a), PBC 2(a)-(b), PBC 3(b) for Years 2-5, PBC 4(a), PBC 6(a), and PBC 7 for Year 5) has been partially achieved, the Association may in its sole discretion authorize the withdrawal of a portion of the amount of the Financing then allocated to said PBC Target, calculated on the basis of the Formula; and (b) any PBC Target has not been fully achieved by its PBC Target Achievement Date, the Association may in its sole discretion, by notice to the Recipient: (i) withhold in whole or in part the amount of the Grant allocated to such PBC Target; (ii) disburse in whole or in part the withheld amount of the Grant allocated to such PBC Target at any later time prior to the Closing Date; (iii) reallocate in whole or in part any withheld amount of the Grant allocated to such PBC Target; and/or (iv) cancel in whole or in part any withheld amount of the Grant allocated to such PBC Target. 4. With respect to PBC Expenditures related to Category (3), the Recipient may request withdrawals of the Grant when the relevant expenditures have been incurred, but prior to the PBCs having been met, provided that the Recipient shall: (a) (i) with respect to PBC 1(a), PBC 2(a)-(b), PBC 3(b) for Years 2-5, PBC 4(a), PBC 6(a), and PBC 7 for Year 5, meet such PBC Targets no later than the respective PBC Target Achievement Date; (ii) with respect to the remaining PBCs, meet such PBC Targets no later than the Closing Date; and (b) submit to the Bank evidence satisfactory to the Bank of such PBCs having been met no later than the Disbursement Deadline Date. -9- 5. If by or before the Disbursement Deadline Date the Recipient has failed to provide the Bank evidence satisfactory to the Bank that the PBC Targets related to Category (3) have been met, the Recipient shall, upon notice from the Bank, promptly refund to the Bank the amount of the Grant withdrawn related to such Category (3). Except as the Bank may otherwise determine, the Bank shall cancel all amounts refunded pursuant to this Section. 6. The Closing Date referred to in Section 3.06 (c) of the Standard Conditions: (a) with respect to the GFF Grant, December 31, 2027; and (b) with respect to the SDTF Grant, December 31, 2025. - 10 - APPENDIX Definitions 1. "Anti-Corruption Guidelines" means, for purposes of paragraph 2 of the Appendix to the Standard Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006, and revised in January 2011, and as of July 1, 2016. 2. "Category" means a category set forth in the table in Section II.A of Schedule 2 to this Agreement. 3. "Disbursement Deadline Date" means: (a) with respect to the GFF Grant, the date up to four months after December 31, 2027; and (b) with respect to the SDTF Grant, the date up to four months after December 31, 2025, established by the Association, for the receipt by the Bank of applications for withdrawal and supporting documentation. 4. "Procurement Regulations" means, for purposes of paragraph 20 of the Appendix to the Standard Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated November 2020. 5. "Signature Date" means the later of the two dates on which the Recipient and the Bank signed this Agreement and such definition applies to all references to "the date of the Grant Agreement" in the Standard Conditions. 6. "Standard Conditions" means the "International Bank for Reconstruction and Development and International Development Association Standard Conditions for Grant Financing Made by the Bank out of Trust Funds", dated February 25, 2019. - 11 -