OFFICIAL r e DOCUMENTS - 8 Amendment No. 36 to the Contribution Agreement Between the Bill & Melinda Gates Foundation and the Trustee for the CGIAR Fund (TF 069018) WHEREAS, a Contribution Agreement dated April 18, 2012 was entered into by the International Bank for Reconstruction and Development (the "Bank") and the Bill & Melinda Gates Foundation (the "Fund Donor," and together with the Bank, the "Parties") (the "Contribution Agreement") for the purpose of receiving funds.for the multi-donor trust fund for the CGIAR, TF 069018, and for which capitalized terms used therein and herein are used as defined in the Glossary as such term is defined in Annex I (Defined Terms) attached to such Contribution Agreement; WHEREAS, the Contribution Agreement (also referred to as the Window 3 Contribution Agreement) was entered into for the Fund Donor to provide one or more grants to the CGIAR Fund for specific support to one or more Centers through Window 3, in each case in connection with a written agreement between the Fund Donor and the respective Center as specified herein; and WHEREAS, the Fund Donor wishes to contribute additional funds for Window 3 to the CGIAR Fund; NOW THEREFORE, the Parties hereto agree to amend the Contribution Agreement as follows: I. The Fund Donor hereby agrees to contribute a total amount of US$2,186,134.00 (the "Contribution") to the CGIAR Fund as specified in paragraph 3 below. 2. The Contribution shall be administered by the Trustee in accordance with the terms and conditions specified in the Contribution Agreement, including Annex 1 (Defined Terms) (until such time as Annex 1 is replaced by the Glossary through inclusion thereof in the Common Operational Framework, at which time such Glossary shall be incorporated by reference into the Contribution Agreement), Annex 2 (Trustee Provisions), and Annex 3 (Form of W3 Transfer Agreement), as well as the Governance Framework and the CGIAR Principles, which are hereby incorporated by reference, all of which constitute an integral part of the Contribution Agreement. 3. The Fund Donor shall deposit the Contribution in cash through a bank transfer into such account with such bank designated by the Trustee in accordance with the following payment schedule, in each case upon submission of a payment request by the Trustee: (i) US$2,186,134.00 upon effectiveness of this Amendment ("Installment I"). 4. When making deposits, the Fund Donor shall instruct its bank to include in its payment details information (remittance advice) field of its SWIFT payment message, information indicating: the amount paid, that the payment is made by the Fund Donor for the CGIAR Fund (TF 069018), and the date of the deposit. 5. Upon receipt and identification of any deposits, and subject to the terms of paragraphs A.2.6 and A.4.3 of Annex 2 attached to the Contribution Agreement, the Trustee shall assign the Contribution as follows: Installmlent Amount Window Designation CSP Net Allocation 1 $2,186,134.00 3 IRRI $43,722.68 $2,142,411.32 TOTAL $2,186,134.00 $43,722.68 $2,142,411.32 6. (a) The Fund Donor has entered into the International Rice Research Institute ("IRRI") Grant Agreement OPPl 076488 attached hereto as Annex I with respect to a portion of the Window 3 funds being provided hereunder to IRRI, with the understanding that neither the Fund Council nor the Trustee is in a position to ensure that such funds will be used for the purposes and in accordance with the terms specified therein. 7. No portion of the Contribution is earmarked for lobbying activity. 8. The offices responsible for coordination of all matters related to the implementation of the Contribution Agreement and this Amendment are, except as may be notified in writing to the other Contact: For the Trustee (the "Trustee Contact"): For the Fund Donor (the "Fund Donor Contact"): Director Saki Kato Trust Funds and Partnerships Senior Coordinator, Grants and Contracts The World Bank Management 1818 H Street, NW Bill & Melinda Gates Foundation Washington, DC 20433, U.S.A. 1432 Elliott Avenue West Tel: + 1 202 473 7654 Seattle, WA 98119, U.S.A. Fax: + 1 202 614 0249 Tel: + 1 206 770 2492 Fax: + 1 206 494 7111 9. All other terms of the Contribution Agreement shall remain the same. 10. This Amendment may be executed in separate counterparts and by each of the Parties separately on a separate counterpart, and each such counterpart, when so executed, shall be an original. Such counterparts shall together constitute one and the same instrument. 11. IN WITNESS WHEREOF, the Parties hereto, acting through their duly authorized representatives, have caused this Amendment to be signed in their respective names. This Amendment shall become effective as of the date of the last signature. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, as Trustee of the CGIAR Fund JaehyeaSkDirectorV Tu unds and Partnerships Development Finance Date: Mr~~ vc ,; BILL & MELINDA GATES FOUNDATION S , Grants and Contracts Management Bill & Melinda Gates Foundation Date: March 6, 2015 Annex I IRRI Grant Aareement OPl176488 -for informational purposes only BILL&rMELINDA V F G ATES foundation wW qaefouneatof org October 17, 2013 Robert Zeigler Director International Rice Research Institute DAPO Box 7777 Metro Manila, Makati City, Philippines Re: Global Development Grant Number OPPl076488 - Transforming Rice Breeding (TRB) Dear Dr. Zeigler: The Bill & Melinda Gates Foundation (the "Foundation") is pleased to award International Rice Research Institute ("IRRI") a grant in the amount of $12,500,000.00 for the period beginning on the date you sign this agreement (the "Start Date") to October 31, 2018 (the "Grant Period"). This agreement (the "Grant Agreement") contains the terms and conditions of this grant. Charitable Purpose of the Grant. The charitable purpose of this grant is to significantly increase the efficiency and genetic gain in irrigated rice breeding programs by using modern breeding tools and approaches to increase food and income security of resource-poor farmers, and to ensure rice food security in Asia and Africa, as described in your proposal (the "Proposal") and budget (the "Budget") dated September 11, 2013 (together, the "Project"). The International Bank for Reconstruction and Development (the "IBRD") will administer the grant funds for the Project in accordance with the terms and conditions of a Contribution Agreement to be executed between the Foundation and the IBRD. Tax Status. IRRI confirms that under the United States Internal Revenue Code of 1986 (the "Code") it is exempt from federal income tax under section 501(c)(3) and is not a private foundation within the meaning of section 509(a) of the Code. You agree to advise us immediately if there is any change in your organization's tax status during the Grant Period. Use of Grant Funds. Grant funds may only be used for the Project. Any grant funds unexpended or uncommitted at the end of the Grant Period must be promptly returned to the Foundation. Any Budget cost category change of more than 10% must be approved in writing by the Foundation in advance. You may not use the grant funds to reimburse any expenses you chose to incur prior to the Start Date. IBRD shall use an amount equivalent to 2% of the grant funds to reimburse its costs related to the administration of the funds. Political Campaign/Lobbying Activity. Grant funds may not be used to influence the outcome of any election for public office or to carry on any voter registration drive. There is no agreement, oral or written, permitting the grant funds to be directed to or earmarked for lobbying activity or other attempts to influence local, state, federal, or foreign legislation. You confirm that the amount of funds received from the Foundation each year for this Project, including any other grant funds awarded by the Foundation for the Project, will not exceed the amount budgeted each year for nonlobbying activities. You agree to comply with lobbying, gift and ethics rules applicable to the Project under local, state, federal or foreign law. Investment of Grant Funds. Grant funds must be invested in highly liquid investments (such as interest-bearing bank accounts) with the primary objective of preservation of principal so that they are available for the Project. The Foundation requires you to report the amount of any interest or other income generated by the grant funds, including currency conversion gains (collectively "Interest"). Any OPP1076488 IRRI - Transforming Rice Breeding Page 2 Interest must be used for the Project. At the end of the Grant Period, any remaining Interest must be applied to another of your Foundation-funded projects (current or under consideration). Anti-Terrorism. You confirm that you are familiar with the U.S. Executive Orders and laws prohibiting the provision of resources and support to individuals and organizations associated with terrorism and the terrorist related lists promulgated by the U.S. Government. You will use reasonable efforts to ensure that you do not support or promote terrorist activity or related training, or money laundering. Anti-Bribery. Grantee shall not offer or provide money, gifts or any other thing of value, directly or indirectly, to anyone in order to improperly influence any act or decision relating to the Project, including by assisting any party to secure an improper advantage. Training and information on anti-bribery act compliance requirements is available here: www.learnfoundationlaw.org. Subgrants and Subcontracts. You have the exclusive right to select subgrantees and subcontractors for the Project. The Foundation has not earmarked the use of the grant funds for any specific subgrantee or subcontractor. You, and not the Foundation, are responsible for ensuring that all subgrantees and subcontractors use grant funds consistent with this Grant Agreement and the Proposal. Neither you nor your subgrantees or subcontractors may make any statement or otherwise imply to donors, investors, media or the general public that the Foundation directly funds the activities of any subgrantee or subcontractor. Any agreements with subgrantees and subcontractors you engage to assist with the Project must include the following language: "Your organization has been selected to participate in this Project at our discretion. You may not make any statement or otherwise imply to donors, investors, media or the general public that you are a direct grantee of the Bill & Melinda Gates Foundation ("Foundation"). You may state that International Rice Research Institute is the Foundation's grantee and that you are a subgrantee or subcontractor of International Rice Research Institute for the Project." Payments and Reports. You have directed that the Foundation pay the grant funds to the Consultative Group on International Agricultural Research Fund (MTO 069018), which is administered by the IBRD as trustee. We understand and you agree that the IBRD will make disbursements from the grant funds to you or for your benefit solely for the Project, or for Charitable Purposes, at such times and in such manner as set forth in the Contribution Agreement. This table shows the milestones and reporting deliverables for this grant. Where indicated, the Foundation's payment is contingent on satisfaction of the listed investment output, milestone, and/or reporting deliverable. The Foundation may authorize changes to the payment and reporting schedule from time to time where appropriate. The Foundation will confirm any such changes in writing. Payment Date Payment Milestone or Due by Reporting Period Amount Deliverable November 2013 $3,480,295.00 Countersigned November 11, 2013 N/A Grant Agreement January 2015 $2,186,134.00 Progress Report December 1, 2014 Start Date through October 31, 2014 January 2016 $2,279,824.00 Progress Report December 1, 2015 November 1, 2014 through October 31, 2015 January 2017 $2,298,598.00 Progress Report December 1, 2016 November 1, 2015 through October 31, 2016 January 2018 $2,255,149.00 Progress Report December 1, 2017 November 1, 2016 through October 31, 2017 N/A N/A Final Report January 15, 2019 Start Date through October 31, 2018 Award Total $12,500,000.00 OPPI076488 IRRI -Transforming Rice Breeding Page 3 Milestones. For a report to be satisfactory, you must demonstrate meaningful progress against the milestones contained in this Grant Agreement and the Proposal. Milestones may be added or modified during the Grant Period. The Foundation will confirm any agreed changes to the milestones in writing. Report Templates. You are required to submit one or more reports regarding the expenditure of grant funds and your progress on the Project. The Foundation's report templates and submission guidelines for this grant can be found at: Progress Report: http://www.gatesfoundation.org/grantseeker/Documents/GD%20Progress%2OReport%20Guidelines.doc Final Report: http://www.catesfoundation.ore/grantseeker/Documents/GD%20Final%2OReport%20Guidelines.doc These templates and guidelines are subject to change. Please submit reports electronically to your Program Officer and Program Coordinator. The Foundation will send you an email with the contact information for these individuals. You also agree to submit other reports that the Foundation may reasonably request. Record Maintenance and Inspection. The Foundation requires that you maintain adequate records for the Project to enable the Foundation to easily determine how the grant funds were expended. Your books and records must be made available for inspection by the Foundation or its designee at reasonable times to permit us to monitor and conduct an evaluation of operations under this grant. Compliance. The Foundation has the right at its discretion to terminate or suspend the grant or withhold payment if (a) the Foundation is not reasonably satisfied with your progress on the Project; or (b) significant leadership or other changes occur that the Foundation believes may threaten the Project; or (c) you fail to comply with any term or condition of this Grant Agreement. On termination, if requested by the Foundation, you agree to promptly return to the Foundation any unspent and uncommitted grant funds (as of the date of termination) previously distributed to you by the Foundation for the Project. Public Access. You will make the results of the Project or any reports or other publications regarding the Project funded by this grant (collectively, the "Materials") available to the public: (i) on hard copy media free of charge (other than reasonable processing and shipping costs) and/or (ii) for free unlimited access and use via an Internet site, which you will use reasonable efforts to have listed with major Internet search engines. Global Access. You will conduct and manage the Project and the resulting products, services, processes, technologies, materials, software, data and/or other innovations (collectively, "Funded Developments") in a manner that ensures "Global Access." Global Access requires that (a) the knowledge and information gained from the Project be promptly and broadly disseminated and (b) the Funded Developments be made available and accessible at an affordable price (i) to people most in need within developing countries or (ii) in support of the U.S. educational system and public libraries, as applicable to your proposed Project. The Foundation is making this grant in reliance on the descriptions and answers provided to the Foundation in your Proposal and during the course of any pre-award and post-award due diligence. Your Global Access obligations will survive the Grant Period. Grant Announcements, Public Reports and Use of Foundation Name and Logo. The Foundation will include information on this grant in our periodic public reports and may make grant information public at any time on its web page and as part of press releases, public reports, speeches, newsletters, and other public documents. If you wish to issue a press release or announcement regarding the award of this grant, you must obtain advance approval from the Foundation of the press release and the date of release. You OPPl076488 IRRI Tinsfonning Rice Breeding Page 4 also agree to obtain advance approval from the Foundation for any other use of the Foundation's name or logo. The Foundation requests an opportunity to review and comment on subsequent press releases or reports that are directly related to the grant. Please contact the Foundation at < < t Inubionre at least two weeks before any press release, announcement or other publication (late. Further information is available at: %x',2 K , u ', , l) (1k~ '. kWWdjm :I 16tILmKc1 o Counterparts, Original. This Grant Agreement, including any amendments, may be executed in counterparts which, when taken together, will constitute one Grant Agreement. Copies of this Grant Agreement will be equally binding as originals and faxed or scanned and emailed counterpart signatures will be sufficient to evidence execution, though the Foundation may require you, the grantee, to deliver original signed documents. Assi2nment. This Grant Agreement or any of the rights or obligations under this Grant Agreement may not be assigned without the Foundation's prior written consent. An assignment includes (a) any transfer of the Project; (b) an assignment by operation of law, including a merger or consolidation, or (c) the sale or transfer of all or substantially all of your organization's assets. Entire Agreement, Severability and Amendment. This Grant Agreement is our entire agreement and supersedes any prior oral or written agreements or communications between us regarding its subject matter. The provisions of this Grant Agreement are severable so that if any provision is found to be invalid, illegal, or unenforceable, such finding shall not affect the validity, construction, or enforceability of any remaining provision. This Grant Agreement may be amended only by a mutual written agreement of the parties. Please sign and return this Grant Agreement to Jeanine Wiese at icaninese a atesfoundation.ore. Please keep a copy for your records. If you have questions, please contact Jana Fry at iina1li n.>uduo_r or + 1 (206) 709-3439. On behalf of the Foundation, may I extend every good wish for the success of your work. Sincerely, Rob lorsch Deputy Director, Agricultural Development Global Development Program Bill & Melinda Gates Foundation International Rice Research Institute, by its authorized representative, agrees to the terms and conditions of this Grant Agreement. 13 October 2013 berfZeigler Date Director General