Public Disclosure Authorized OFFICIAL 0 6 c; 9 DOCUMENTS Amendment No. 37 to the Contribution Agreement Between the Bill & Melinda Gates Foundation and the Trustee for the CGIAR Fund (TF 069018) Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized 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: 1. The Fund Donor hereby agrees to contribute a total amount of US$1,223,481.00 (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 I (Defined Terms) (until such time as Annex I 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 $696,486.00 upon effectiveness of this Amendment ("Installment 1"); and (ii) US $526,995.00 upon effectiveness of this Amendment ("Installment 2"). 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:
Installment Amount Window Designation CSP Net Allocation 1 $696,486.00 3 CIMMYT $13,929.72 $682,556.28 2 $526,995.00 3 IITA $10,539.90 $516,458.10 TOTAL $1,223,481.00 $24,469.62 $1,199,014.38 6. (a) The Fund Donor has entered into the Centro Internacional de Mejoramiento de Maiz y Trigo ("CIMMYT") Grant Agreement OPPGD1390, as amended, attached hereto as Annex I with respect to a portion of the Window 3 funds being provided hereunder to CIMMYT, 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. (b) The Fund Donor has entered into the International Institute of Tropical Agriculture ("IITA") Grant Agreement OPPl079038 attached hereto as Annex 2 with respect to a portion of the Window 3 funds being provided hereunder to IITA, 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: + 1202 473 7654 Seattle, WA 98119, U.S.A. Fax: + 1202 614 0249 Tel: + 1 206 709 3100 Fax: + 1206 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
Jaehyang So, Director, Trust Funds and Partnerships Development Finance Date: Hotrc-VI 11_10oir BILL & MELINDA GATES FOUNDATION S Kato, Officer, Grants%and Contracts Management Bill & Melinda Gates Foundation Date: March 11,2015 Annex I CIMMYT Grant Amendment OPPGD1390 -for informational purposes only Annex 2 1ITA Grant Agreement OPP1079038 - for informational purposes only
V) LL<6MELINDA V G AT E Sfm ar;o February 18, 2015 Dr. Thomas Lumpkin Director General Centro Internacional de Mejoramiento de Maiz y Trigo Carretera Mexico-Veracruz Km. 45 l Batan Texcoco, Fdo. de Mexico 56237 Mexico Amendment No. 4 for Grant No:()OPPG)I 390 (the "Amendment") Dear Dr. Lumpkin: The Bill & Melinda Gates Foundation ("Foundation") and Centro Internacional de Mejoramiento de Maiz y Trigo ("CIMMYT") entered into a grant agreement with a Start Date of October 27, 2011 regarding a grant to develop and disseminate drought-tolerant maize varieties for small farmers in sub-saharan Africa. This agreement was previously amended on March 15. 2013. October 11. 2013 and April 10, 2014 (as so amended. the -Grant Agreement-). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Grant Agreement. On December 2, 2014, CIMMYT submitted a Supplemental Proposal Narrative. updated Results Framework, and budget to the Foundation (collectively, the "Supplement Proposal") for additional fuinding in the amount of $696,486.00 (the "Supplement") to extend grant activities For one month to enable integration with the Improved Maize for African Soils project. 'IThe Foundation has approved your request for the Supplement, which increases the total award to $33.796,487.00. Accordingly. the Grant Agreement is hereby amended as follows: 1. Use of Supplement Funds. CIMMYT agrees to use the Supplement solely for the purposes of, and in the manner described in. the Supplement Proposal. 2. Crant Period. Fhe Grant Period has been extended to end on December 31, 2015. 3. Payments and Reports. The Foundation will disburse the Supplement to CIMMYT according to the schedule below upon receipt of this countersigned amendment. All remaining reports required by the Grant Agreement shall include information on both the original award and the Supplement and shall be submitted in accordance with the following schedule: Payment Date Payment Amount Milestone or Due by Reporting Period Deliverable November 17, 2011 $ 11.531,537.00 Countersigned RECEIVED- PAID Agreement April 4, 2013 $7,932,036.00 Progress Report RECEIVED Start Date to R PAIDecember ) 31, 2012 April 24, 2014 S6,800,000.00 Progress Report RECEI/VED January 1, 2013 to Pil!) December 31, 2013 Within 21 days 5696,486.00 Countersigned ----- following receipt of Supplement countersigned Amendment amendment
Payment Date Payment Amount Milestone or Due by Reporting Period Deliverable March 2015 $6.836.428.00 Progress Report January 31, 2015 January 1, 2014 to December 31, 2014 7---- Progress Report July 31, 2015 January 12015 to June 30, 2015 Final Report March 1. 2016 Start Date to Decemnber 31, 2015 AWAR) TOTAL $33,796,487.00 Anti-Bribery. Grantee shall not oler or provide money, gifts or any other thing of value, directly or indirectly, to anyone in order to inproperly influence any act or decision relating to the Foundation or the Project, including by assisting any party to secure an improper advantage. Training and infornation in compliance with anti-bribery laws are available here: www.learnfoundationlaw.orm. Effect of Amendment. Except as modified by this Atnendment, all other terms and conditions of the Grant Agreement remain in full force and effect. This Amendment may be executed in counterparts which, when taken together. will constitute one Amendment. Copies of this Amendment will be equally binding as originals and faxed or scanned and enailed counterpart signatures will be sufficient to evidence execution, though the Foundation may require you to deliver original signed documents. Please sign and return this Grant Amendment to Abby Wu, Coordinator, Grants and Contracts Managetnent. Please keep a copy for your records. If you have questions, please contact Jeanine Wiese. Office. Grants and Contracts Management at Jeanine.Wiese@ggatesfoundation.org or + 1 (206) 709-3373. On behalf of the Foundation. may I extend every good wish for the success of your work. Sincerely, Pamela K. Anderson Director, Agricultural Development Centro Internacional de Mejoramiento de Maiz y Trigo, by its authorized representative, agrees to the ternis and conditions of this Amendment. Ih a lmpkin Date Di ctop(general OPPGtDlD390 Amendment 4 Page 2 ot 2
BILL&rMELINDA GATES foundation V F VyW October 22, 2013 Hilde Koper-Limbourg Head, Project Administration Office International Institute of Tropical Agriculture PMB 5320 Oyo Road Ibadan, Oyo 200001 Nigeria Re: Global Development Grant Number OPPl079038 Control of Bacterial Wilt Disease in Enset Dear Ms. Koper-Limbourg: The Bill & Melinda Gates Foundation (the "Foundation") is pleased to award International Institute of Tropical Agriculture ("IITA") a grant in the amount of $2,595,383.00 for the period beginning on the date you sign this agreement (the "Start Date") to December 31, 2017 (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 develop varieties of enset banana that are resistant to bacterial wilt to protect a critical food security crop in Ethiopia, as described in your proposal (the "Proposal") and budget (the "Budget") dated September 16, 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. LITA 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. Your strategies and activities, and any materials produced with grant funds, will comply with applicable local, state, federal, or foreign lobbying law. 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 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 Institute of Tropical Agriculture is the Foundation's grantee and that you are a subgrantee or subcontractor of International Institute of Tropical Agriculture 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 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 $1,007,957.00 Countersigned Grant Agreement November 9, 2013 N/A March 2015 $526,995.00 Progress Report January 31, 2015 Start Date through December 31, 2014 Progress Report, including update on January 1, 2015 March 2016 $582,687.00 status of approvals January 31, 2016 through December from National 31,2015 Biosafety Authority in Ethiopia and Kenya IITA 0PP1079038 Page 2 of 6
January 1, 2015 March 2017 $477,744.00 Progress Report January 31, 2017 through December 31, 2016 N/A N/A Final Report March 1, 2018 Start Date through December 31, 2017 Award Total $2,595,383.00 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. Go/No-Go Determination. You and the Foundation agree that receipt of approval from National Biosafety Authority (NBA) in both Ethiopia and Kenya as described in the Proposal will have significant impact on the decision as to how and whether to proceed with the remaining work of the grant. The results of the NBA approval requests are expected to be available two years after the Start Date and, at that time, will be considered by the Foundation. The Foundation will then determine, in its sole discretion, whether to provide additional funding under this Grant Agreement. If the Foundation determines that it will not provide additional funding under this Grant Agreement, the Foundation, at its sole discretion, will either (i) apply a reduction in the amount of $1,060,431.00 to the grant after the Go/No-Go Determination is made, or (ii) repurpose some or all of the $1,060,431.00 in subsequent payments towards mutually agreed upon objectives as applicable to support the main objective of the Proposal. Any such repurposing of the $1,060,431.00 in subsequent payments must be approved in writing by the Foundation in advance. To the extent that there is any inconsistency between the Proposal and the Grant Agreement on this issue, the Grant Agreement shall govern. 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%20report%20guidelines.doc Final Report: http://www.gatesfoundation.org/grantseeker/documents/gd/2ofinal%20report%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. IITA OPP1079038 Page 3 of 6
Indemnification. You agree to indemnify, defend and hold the Foundation harmless from and against any and all liability, loss, and expense (including reasonable attorneys' fees and expenses) or claims for injury or damages arising out of or resulting from, or that are alleged to arise out of or result from, the actions or omissions by you or of any of your officers, agents, employees, subgrantees, contractors or subcontractors with respect to the grant. You agree that any activities by the Foundation in connection with the Project, such as its review or proposal of suggested modifications to the Project, will not modify or waive the Foundation's rights under this paragraph. Subgrantee/Subcontractor Indemnification. You agree either (a) to obtain agreement from your subgrantees, contractors and subcontractors to indemnify the Foundation for their acts and omissions in a content and form acceptable to the Foundation (either as an express third party beneficiary or under a separate written agreement with the Foundation) or (b) to assume responsibility for all liability for damages and injuries (including reasonable attorneys' fees and expenses) which may arise or result from the actions or omissions by your subgrantees, contractors and subcontractors or any of their officers, agents or employees. Publications. You will seek prompt publication of any data and results generated from the Project in a peer-reviewed journal, treatise or trade publication, as applicable. Such publication may be delayed for a reasonable period for the sole purpose of seeking patent protection, provided the patent application is drafted, filed and managed in a manner that best furthers the charitable purpose of this grant. You will also use good faith efforts to ensure that your subcontractors and sub-grantees likewise seek prompt publication of any data and results generated from the Project. You will cite all actual or pending publications in the next progress or final report that you submit to the Foundation. 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. Coverage for all Sites. You agree that for each venue in which any part of the Project is conducted (either by your organization or a subgrantee or subcontractor) all legal and regulatory approvals for the activities being conducted will be obtained in advance of commencing the regulated activity. You further specifically agree that no funds will be expended to enroll human subjects until the necessary regulatory and ethical bodies' approvals are obtained. Re2ulated Activities. The coverage requirements set forth in the preceding paragraph include but are not limited to regulations relating to: research involving human subjects; clinical trials, including management of data confidentiality; research involving animals; research using substances or organisms classified as Select Agents by the U.S. Government; use or release of genetically modified organisms; research use of recombinant DNA; and/or use of any organism, substance or material considered to be a biohazard, including adherence to all applicable standards for transport of specimens, both locally and internationally, as appropriate. As applicable, regulated activities and their documentation are to be conducted under the applicable international, national, and local standards. Documentation of research results should be consistent with regulations and the need to establish corroborated dates of invention and reduction to practice with respect to inventions where this is relevant. IITA OPP1079038 Page 4 of 6
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 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 Grantee.Comns(agatesfoundation.org at least two weeks before any press release, announcement or other publication date. Further information is available at: http://www.,atesfoundation.org/rantseeker/documents/guideliines Communications for Grantees.doc. 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. Assignment. 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 ieanine.wiese(2gatesfoundation.org. Please keep a copy for your records. If you have questions, please contact Jana Fry at jana.fry(28gatesfoundation.org or +001 (206) 709-3439. On behalf of the Foundation, may I extend every good wish for the success of your work. Sincerely, Rob Horsch Deputy Director, Agricultural Development Global Development Program Bill and Melinda Gates Foundation *Signature on Following Page* IITA OPP1079038 Page 5 of 6
International Institute of Tropical Agriculture, by its authorized representative, agrees to the terms and conditions of this Grant Agreement. Hilde Koper-Limbourg Head, Project Administration Office Date LlTA OP111079038 Page 6 of 6