Page  1
CONFORMED COPY
CREDIT NUMBER 3454 CM
Development Credit Agreement
(Multisectoral HIV/AIDS Project)
between
REPUBLIC OF CAMEROON
and
INTERNATIONAL DEVELOPMENT ASSOCIATION
Dated March 7, 2001
CREDIT NUMBER 3454 CM
DEVELOPMENT CREDIT AGREEMENT
Page  2
AGREEMENT, dated March 7, 2001, between REPUBLIC OF CAMEROON (the 
Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association).
WHEREAS (A) the Borrower, having satisfied itself as to the feasibility and priority of 
the Project described in Schedule 2 to this Agreement, has requested the Association to assist in 
the financing of the Project; 
(B)
the Association has received from the Borrower a letter dated September 18, 
2000 transmitting its National Strategic Plan for the Fight against HIV/AIDS in Cameroon for the 
years 2000 through 2005, which describes the Borrower’s program of actions, objectives and 
policies designed to prevent and control the HIV/AIDS epidemic (the Program), and declaring 
the Borrower’s commitment to the execution of the Program;
(C)
the Executive Directors of the Association approved, on September 12, 2000, the 
Multi-Country HIV/AIDS Program for the Africa Region estimated in the amount of SDR 
378,400,000 over the next three years;
(D)
 the Project is part of the Multi-Country HIV/AIDS Program for the Africa 
Region; and
WHEREAS the Association has agreed, on the basis, 
inter alia
,
of
the foregoing, to 
extend the Credit to the Borrower upon the terms and conditions set forth in this Agreement;
NOW THEREFORE the parties hereto hereby agree as follows:
ARTICLE I
General Conditions; Definitions
Section 1.01. The “General Conditions Applicable to Development Credit Agreements” 
of the Association, dated January 1, 1985 (as amended through October 6, 1999), with the 
modifications set forth below (the General Conditions), constitute an integral part of this 
Agreement. 
(a)
A new paragraph (12) is added to Section 2.01 to read as set forth below, and the 
existing paragraphs (12) through (14) of said Section are accordingly renumbered as paragraphs 
(13) through (15):
“12.
‘Participating Country’ means any country that the Association 
determines meets the requirements set forth in Section 11 of Resolution No. 194 of the 
Board of Governors of the Association, adopted on April 8, 1999; and ‘Participating 
Countries’ means, collectively, all such countries.” ; and
(b)
the second sentence of Section 5.01 is modified to read:
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“Except as the Borrower and the Association shall otherwise agree, no 
withdrawals shall be made: (a) on account of expenditures in the territories of any 
country which is not a Participating Country or for goods produced in, or services 
supplied from, such territories; or (b) for the purpose of any payment to persons or 
entities, or for any import of goods, if such payment or import, to the knowledge of the 
Association, is prohibited by a decision of the United Nations Security Council taken 
under Chapter VII of the Charter of the United Nations.”
Section 1.02. Unless the context otherwise requires, the several terms defined in the 
General Conditions and in the Preamble to this Agreement have the respective meanings therein 
set forth and the following additional terms have the following meanings:
(a)
“AIDS” means the Acquired Immune Deficiency Syndrome;
(b)
“Beneficiary” means a community in a rural or urban area or a HIV/AIDS 
vulnerable group which has met the eligibility criteria set out in the Project Implementation 
Manual (as hereinafter defined) and the requirements of Schedule 4 to this Agreement and 
which, as a result, has received or is entitled to receive part of the proceeds of the Credit for the 
carrying out of a Subproject (as hereinafter defined);
(c)
“CAA” means Caisse Autonome d
’Amortissement,
 a public financial institution 
of the Borrower;
(d)
“CENAME” means Centrale
Nationale d
’Approvisionnement en Médicaments et 
Consommables Médicaux Essentiels
, the Borrower’s national center for supply of essential 
generic drugs and medical consumables;
(e)
“CFA Franc” or “CFAF” means the currency of the Borrower;
(f)
“CMS” means Commission
Mixte
de
Suivi
auprès
du
Comité
National
de
Lutte
contre
le
SIDA
, the Borrower’s monitoring commission established to provide advice to the 
CNLS (as hereinafter defined) and responsible for the monitoring and control of Project 
activities and use of funds, established and operating pursuant to the Borrower’s Decision 
No.76/D/MSP/CAB dated December 5, 2000;
(g)
“CNLS” means Comité
National
de
Lutte
contre
le
SIDA
, the Borrower’s 
national committee to fight against HIV/AIDS established and operating pursuant to the 
Borrower’s Decision No. 209/D/MSP/CAB dated December 2, 1998 portant
Réorganisation
de
la
Lutte
contre
le
SIDA
au
Cameroun
;
(h)
“CPLS” means Comité
Provincial
de
Lutte
contre
le
SIDA
, any of the 
Borrower’s provincial committees to fight against HIV/AIDS established in each of the 
Borrower’s Provinces and operating pursuant to the Borrower’s Decision No. 209/D/MSP/CAB 
dated December 2, 1998 portant Réorganisation de la Lutte contre le SIDA au Cameroun
;
(i)
“Focal Point” means a small team to be established in various sectors such as 
health, communication, transport, defense, education, agriculture, public works, youth and sport, 
tourism and women affairs, to design and implement specific sector strategies against 
HIV/AIDS;
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(j)
“Financial and Accounting Procedures Manual” means the manual to be adopted 
pursuant to Section 5.01 (c) of this Agreement outlining financial and accounting procedures and 
guidelines to be followed in the implementation of the Project;
(k)
“GTC” means Groupe
Technique
Central
 of the CNLS, the technical and 
executive body of the CNLS established and operating pursuant to the Borrower’s Decision No. 
0042/MSP/CAB dated October 3, 2000 portant
réorganisation
et
fonctionnement
du
Groupe
Technique
Central
du
Comité
National
de
Lutte
contre
le
SIDA
;
(l)
“GTP” means Groupe
Technique
Provincial
 of the CPLS, any technical and 
executive body of the CPLS to be established and operating in each of the Borrower’s Provinces; 
(m)
“HIV” means the Human Immuno-Deficiency Virus;
(n)
“MINEFI” means the Borrower’s Ministry responsible for economy and finance;
(o)
“MINPAT” means the Borrower’s Ministry responsible for public investments 
and regional development;
(p)
“MINSANTE” means the Borrower’s Ministry responsible for public health;
(q)
“Project Account” means the account to be opened pursuant to Section 3.02 of 
this Agreement;
(r)
“Program Implementation Manual” means the manual to be adopted pursuant to 
Section 5.01 (b) of this Agreement, outlining policies, procedures and guidelines to be followed 
in the implementation of the Project;
(s)
“Project Management Report” means each report prepared in accordance with 
Section 4.02 of this Agreement;
(t)
“Project Preparation Advance” means the project preparation advance granted by 
the Association to the Borrower pursuant to the letter agreement signed on behalf of the 
Association on November 6, 2000 and on behalf of the Borrower on November 17, 2000;
(u)
“Province” means any of the ten administrative areas of the Borrower’s territory 
and “Provinces” means all of these areas;
(v)
“Second Generation Special Accounts” means the accounts referred to in Section 
2.02 (c) of this Agreement; 
(w)
“Special Accounts” means the accounts referred to in Section 2.02 (b) of this 
Agreement; 
(x)
“Subproject” means a specific activity financed, or proposed to be financed, out 
of the proceeds of the Credit, to be carried out under Part A of the Project, in accordance with the 
policies and procedures set forth in the Financial and Accounting Procedures Manual and 
outlined in Section 5 of Schedule 4 to this Agreement; and
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(y)
“Subproject Agreement” means the agreement referred to in Section 5 of 
Schedule 4 to this Agreement.
ARTICLE II
The Credit
Section 2.01. The Association agrees to lend to the Borrower, on the terms and 
conditions set forth or referred to in the Development Credit Agreement, an amount in various 
currencies equivalent to thirty-nine million two hundred thousand Special Drawing Rights (SDR 
39,200,000).
Section 2.02. (a) The amount of the Credit may be withdrawn from the Credit Account in 
accordance with the provisions of Schedule 1 to this Agreement for: (i) expenditures made (or, if 
the Association shall so agree, to be made) in respect of the reasonable cost of goods and 
services required for the Project and to be financed out of the proceeds of the Credit; and (ii) 
amounts paid (or, if the Association shall so agree, amounts to be paid) by the Borrower on 
account of withdrawals made to meet the reasonable cost of goods and services required for any 
Subproject in respect of which the withdrawal from the Credit Account is requested.
(b)
The Borrower may, for the purposes of  the Project, open and maintain in CFAF 
two separate special deposit accounts in a commercial bank on terms and conditions satisfactory 
to the Association: (i) Special Account A in respect of Part A of the Project; and (ii) Special 
Account B in respect of Parts B, C, D and E of the Project; said terms and conditions shall 
include appropriate protection against set-off, seizure or attachment. Deposits into, and payments 
out of, the Special Accounts shall be made in accordance with the provisions of Schedule 5 to 
this Agreement.
(c)
The Borrower may additionally open and maintain in CFAF, for the benefit of a 
GTP in each Province, one Second Generation Special Account of Special Account A and one 
Second Generation Special Account of Special Account B, in a local correspondent bank or 
branch of the commercial bank referred to in Section 2.02 (b) above, on terms and conditions 
satisfactory to the Association.
(d)
Promptly after the Effective Date, the Association shall, on behalf of the 
Borrower, withdraw from the Credit Account and pay to itself the amount required to repay the 
principal amount of the Project Preparation Advance withdrawn and outstanding as of such date 
and to pay all unpaid charges thereon. The unwithdrawn balance of the authorized amount of the 
Project Preparation Advance shall thereupon be canceled.
Section 2.03. The Closing Date shall be December 31, 2005 or such later date as the 
Association shall establish. The Association shall promptly notify the Borrower of such later 
date.
Section 2.04. (a) The Borrower shall pay to the Association a commitment charge on the 
principal amount of the Credit not withdrawn from time to time at a rate to be set by the 
Association as of June 30 of each year, but not to exceed the rate of one-half of one percent (1/2 
Page  6
principal amount of the Credit not withdrawn from time to time at a rate to be set by the 
Association as of June 30 of each year, but not to exceed the rate of one-half of one percent (1/2 
of 1%) per annum.
(b)
The commitment charge shall accrue: (i) from the date sixty days after the date 
of this Agreement (the accrual date) to the respective dates on which amounts shall be withdrawn 
by the Borrower from the Credit Account or canceled; and (ii) at the rate set as of the June 30 
immediately preceding the accrual date and at such other rates as may be set from time to time 
thereafter pursuant to paragraph (a) above. The rate set as of June 30 in each year shall be 
applied from the next date in that year specified in Section 2.06 of this Agreement.
(c)
The commitment charge shall be paid: (i) at such places as the Association shall 
reasonably request; (ii) without restrictions of any kind imposed by, or in the territory of, the 
Borrower; and (iii) in the currency specified in this Agreement for the purposes of Section 4.02 
of the General Conditions or in such other eligible currency or currencies as may from time to 
time be designated or selected pursuant to the provisions of that Section.
Section 2.05. The Borrower shall pay to the Association a service charge at the rate of 
three-fourths of one percent (3/4 of 1%) per annum on the principal amount of the Credit 
withdrawn and outstanding from time to time.
Section 2.06. Commitment charges and service charges shall be payable semiannually on 
May 1 and November 1 in each year.
Section 2.07. (a)  Subject to paragraphs (b), (c) and (d) below, the Borrower shall repay 
the principal amount of the Credit in semiannual installments payable on each May 1 and 
November 1 commencing May 1, 2011 and ending November 1, 2040. Each installment to and 
including the installment payable on November 1, 2020 shall be one percent (1%) of such 
principal amount, and each installment thereafter shall be two percent (2%) of such principal 
amount.
(b)
Whenever: (i) the Borrower's per capita gross national product (GNP), as 
determined by the Association, shall have exceeded for three consecutive years  the level 
established annually by the Association for determining eligibility to access the Association's 
resources; and (ii) the Bank shall consider the Borrower creditworthy for Bank lending, the 
Association may, subsequent to the review and approval thereof by the Executive Directors of 
the Association and after due consideration by them of the development of the Borrower's 
economy, modify the repayment of installments under paragraph (a) above by:
(A)
requiring the Borrower to repay twice the amount of each such 
installment not yet due until the principal amount of the Credit shall 
have been repaid; and
(B)
requiring the Borrower to commence repayment of the principal amount 
of the Credit as of the first semiannual payment date referred to in 
paragraph (a) above falling six months or more after the date on which 
the Association notifies the Borrower that the events set out in this 
paragraph (b) have occurred, provided, however, that there shall be a 
Page  7
paragraph (a) above falling six months or more after the date on which 
the Association notifies the Borrower that the events set out in this 
paragraph (b) have occurred, provided, however, that there shall be a 
grace period of a minimum of five years on such repayment of principal.
(c)
If so requested by the Borrower, the Association may revise the modification 
referred to in paragraph (b) above to include, in lieu of some or all of          the increase in the 
amounts of such installments, the payment of interest at an annual rate agreed with the 
Association on the principal amount of the Credit withdrawn and outstanding from time to time, 
provided that, in the judgment of the Association, such revision shall not change the grant 
element obtained under the above-mentioned      repayment modification.
(d)
If, at any time after a modification of terms pursuant to paragraph (b) above, the 
Association determines that the Borrower's economic condition has deteriorated significantly, the 
Association may, if so requested by the Borrower, further modify the terms of repayment to 
conform to the schedule of installments as provided in paragraph (a) above.
Section 2.08. The currency of the French Republic is hereby specified for the purposes of 
Section 4.02 of the General Conditions.
ARTICLE III
Execution of the Project
Section 3.01. (a) The Borrower declares its commitment to the objectives of the Project 
as set forth in Schedule 2 to this Agreement and, to this end, shall carry out the Project through 
the CNLS supported by the GTC with due diligence and efficiency and in conformity with 
appropriate administrative, financial and public health practices, and shall provide, promptly as 
needed, the funds, facilities, services and other resources required for the Project.
(b)
Without limitation upon the provisions of paragraph (a) of this Section and 
except as the Borrower and the Association shall otherwise agree, the Borrower shall carry out 
the Project in accordance with the Implementation Program set forth in Schedule 4 to this 
Agreement.
Section 3.02. The Borrower shall: (a) open and thereafter maintain, until the completion 
of the Project, a Project Account in a commercial bank acceptable to the Association into which 
the Borrower shall deposit its counterpart contributions to the costs of the Project;  (b) deposit an 
initial amount equivalent to CFAF four hundred fifty million (CFAF 450,000,000) (the Initial 
Deposit) in the Project Account, being the Borrower’s estimated counterpart contributions to the 
costs of the Project for the first three months of Project implementation; and (c) thereafter, 
during each following semester, deposit into the Project Account the amounts required to cover 
the Borrower’s counterpart contributions for each such quarter, as determined by the Borrower 
and the Association.
Section 3.03. Except as the Association shall otherwise agree, procurement of the goods 
and consultants’ services required for the Project and to be financed out of the proceeds of the 
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and consultants’ services required for the Project and to be financed out of the proceeds of the 
Credit shall be governed by the provisions of Schedule 3 to this Agreement.
Section 3.04. For the purposes of Section 9.07 of the General Conditions and without 
limitation thereto, the Borrower shall:
(a)
prepare, on the basis of guidelines acceptable to the Association, and furnish to 
the Association not later than six (6) months after the Closing Date or such later date as may be 
agreed for this purpose between the Borrower and the Association, a plan designed to ensure the 
future achievement of the objectives of the Project; and
(b)
afford the Association a reasonable opportunity to exchange views with the 
Borrower on said plan.
ARTICLE IV
Financial Covenants
Section 4.01. (a) The Borrower shall maintain a financial management system, including 
records and accounts, and prepare financial statements, all in accordance with accounting 
standards acceptable to the Association, consistently applied, adequate to reflect its operations 
and financial condition and to register separately the operations, resources and expenditures 
related to the Project.
(b)
The Borrower shall:
(i)
have its records, accounts and financial statements (balance sheets, 
statements of income and expenses and related statements) and the 
records and accounts for the Special Accounts and Second Generation 
Special Accounts for each fiscal year audited, in accordance with 
auditing standards acceptable to the Association, consistently applied, by 
independent auditors acceptable to the Association;
(ii)
furnish to the Association as soon as available, but in any case not later 
than six months after the end of each such year, (A) certified copies of 
the financial statements referred to in paragraph (a) of this Section, for 
such year as so audited, and (B) an opinion on such statements and 
report of such audit, by said auditors, of such scope and in such detail as 
the Association shall have reasonably requested; and
(iii)
furnish to the Association such other information concerning such 
records, accounts and financial statements, and the audit thereof, and 
concerning said auditors, as the Association may from time to time 
reasonably request.
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(c)
For all expenditures with respect to which withdrawals from the Credit Account 
were made on the basis of Project Management Reports or statements of expenditure, the 
Borrower shall:
(i)
maintain or cause to be maintained, in accordance with paragraph (a) of 
this Section, records and separate accounts reflecting such expenditures;
(ii)
retain, until at least one year after the Association has received the audit 
report for the fiscal year in which the last withdrawal from the Credit 
Account was made, all records (contracts, orders, invoices, bills, receipts 
and other documents) evidencing such expenditures;
(iii)
enable the Association’s representatives to examine such records; and
(iv)
ensure that such records and accounts are included in the annual audit 
referred to in paragraph (b) of this Section and that the report of such 
audit contains a separate opinion by said auditors as to whether the 
Project Management Reports or statements of expenditure submitted 
during such fiscal year, together with the procedures and internal 
controls involved in their preparation, can be relied upon to support the 
related withdrawals.
Section 4.02. (a) Without limitation upon the provisions of Section 4.01 of this 
Agreement, the Borrower shall carry out a time-bound action plan acceptable to the Association 
for the strengthening of the financial management system referred to in paragraph (a) of said 
Section 4.01 in order to enable the Borrower, not later than November 30, 2002, or such later 
date as the Association shall agree, to prepare quarterly Project Management Reports, acceptable 
to the Association, each of which:
(i) 
(A) sets forth actual sources and applications of funds for the Project, 
both cumulatively and for the period covered by said report, and 
projected sources and applications of funds for the Project for the 
six-month period following the period covered by said report, and (B) 
shows separately expenditures financed out of the proceeds of the Credit 
during the period covered by said report and expenditures proposed to be 
financed out of the proceeds of the Credit during the six-month period 
following the period covered by said report;
(ii)
(A) describes physical progress in Project implementation, both 
cumulatively and for the period covered by said report, and (B) explains 
variances between the actual and previously forecast implementation 
targets; and
(iii) 
sets forth the status of procurement under the Project and expenditures 
under contracts financed out of the proceeds of the Credit, as at the end 
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(iii) 
sets forth the status of procurement under the Project and expenditures 
under contracts financed out of the proceeds of the Credit, as at the end 
of the period covered by said report.
(b)
Upon the completion of the action plan referred to in paragraph (a) of this 
Section, the Borrower shall prepare, in accordance with guidelines acceptable to the Association, 
and furnish to the Association not later than 45 days after the end of each calendar quarter a 
Project Management Report for such period.
ARTICLE V
Effective Date; Termination
Section 5.01. The following events are specified as  additional conditions to the 
effectiveness of the Development Credit Agreement within the meaning of Section 12.01 (b) of 
the General Conditions :
(a)
the Project Account has been opened and the Initial Deposit paid into the Project 
Account;
(b)
the Borrower has adopted the Program Implementation Manual in form and 
substance satisfactory to the Association;
(c)
the Borrower has adopted the Financial and Accounting Procedures Manual in 
form and substance satisfactory to the Association;
(d)
the Borrower has established an accounting and financial management system 
for the Project satisfactory for the Association; and
(e)
the Borrower has employed accounting firms for Project bookkeeping in the 
GTC and the GTPs in accordance with the provisions of Section II of Schedule 3 to this 
Agreement.
Section 5.02 The date ninety (90) days after the date of this Agreement is hereby 
specified for the purposes of Section 12.04 of the General Conditions.
ARTICLE VI
Representative of the Borrower; Addresses
Section 6.01. The Minister of the Borrower at the time responsible for public 
investments and regional development is designated as representative of the Borrower for the 
purposes of Section 11.03 of the General Conditions.
Section 6.02. The following addresses are specified for the purposes of Section 11.01 of 
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Section 6.02. The following addresses are specified for the purposes of Section 11.01 of 
the General Conditions:
For the Borrower:
Ministry of Public Investments and
Regional Development
Yaoundé
Republic of Cameroon
Cable address:
Telex:
Facsimile:
  MINPAT
  8203 KN
  (237) 22 15 09
With copy to:
Ministry of Economy and Finance
Yaoundé
Republic of Cameroon
Cable address:
Telex:
Facsimile:
  MINEFI
  8260 KN
  (237) 23 37 17
  Yaoundé
Caisse Autonome d’Amortissement
P.O. Box 7167
Yaoundé
Republic of Cameroon
Cable address:
Telex:
Facsimile:
  CAA
  88858 KN
  (237) 22 01 29
  Yaoundé
For the Association:
International Development Association
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable address:
Telex:
Facsimile:
  INDEVAS
  248423 (MCI) or
 (202) 477-6391
  Washington, D.C.
   64145 (MCI)
IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized 
representatives, have caused this Agreement to be signed in their respective names in the District 
Page  12
of Columbia, United States of America, as of the day and year first above written.
REPUBLIC OF CAMEROON
By
/s/ Raymond Epoté
Authorized Representative
INTERNATIONAL DEVELOPMENT ASSOCIATION
By
/s/ Callisto Madavo
Regional Vice President
Africa
SCHEDULE 1
Withdrawal of the Proceeds of the Credit
1.
The table below sets forth the Categories of items to be financed out of the proceeds of 
the Credit, the allocation of the amounts of the Credit to each Category and the percentage of 
expenditures for items so to be financed in each Category:
Amount of the
Credit Allocated
% of
(Expressed in
Expenditures
Category
SDR Equivalent)
to be Financed
 (1)
Subprojects 
19,600,000
100% of amounts
disbursed
(2)
Goods:
100% of foreign
expenditures and
85% of local expenditures
           (a)  vehicles, materials
1,570,000
                 and equipment
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           (b) drugs and supplies for 
390,000
                 the treatment of
                 opportunistic infections
                 and STIs
(3)
Consultants’ services,
9,400,000
100%
training and audits
(4)
Incremental operating
5,490,000
80% of local
costs
expenditures
(5)
Refunding of
620,000
Amount due pursuant
Project Preparation
to Section 2.02 (d) of
Advance
this Agreement
(6)
Unallocated
2,130,000
TOTAL
39,200,000
2.
For the purposes of this Schedule:
(a)
the term “foreign expenditures” means expenditures in the currency of any 
country other than that of the Borrower for goods or services supplied from the territory of any 
country other than that of the Borrower; 
(b)
the term “local expenditures” means expenditures in the currency of the 
Borrower or for goods or services supplied from the territory of the Borrower ; provided, 
however, that, if the currency of the Borrower is also that of another country from the territory of 
which goods or services are supplied, expenditures in such currency for such goods or services 
shall be deemed to be “foreign expenditures”;
(c)
the term “STIs” means sexually transmitted infections; and
(d)
the term “Incremental operating costs” means incremental expenditures incurred 
on account of Project implementation, management and monitoring, including office supplies, 
vehicle operation, travel and supervision costs, but excluding salaries of officials of the 
Borrower’s civil service.
3.
Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be 
made in respect of :
(a)
 payments made for expenditures prior to the date of this Agreement;
(b)
expenditures under Category (1) unless: (i) the Subproject in question has been 
approved in accordance with the procedures, guidelines, eligible criteria, and other provisions set 
out or referred to in the Financial and Accounting Procedures Manual and this Agreement; and 
(ii) the Borrower has taken the decision required for the establishment and operation of the GTPs 
Page  14
(ii) the Borrower has taken the decision required for the establishment and operation of the GTPs 
in each of its Provinces; and
(c)
expenditures under Category (2) (b) unless MINSANTE shall have entered into 
an agreement, on terms and conditions satisfactory to the Association, with CENAME for the 
availability and price ceilings, in the Borrower’s territory, of drugs and other medical supplies, as 
previously determined in agreement between MINEFI and MINSANTE, related to HIV/AIDS at 
appropriate and affordable prices.
4.
The Association may require withdrawals from the Credit Account to be made on the 
basis of statements of expenditure for expenditures for: (a) goods and the employment of 
consulting firms under contracts costing less than $100,000 equivalent each; (b) the employment 
of individual consultants under contracts costing less than $50,000 equivalent each; and (c) 
training and incremental operating costs; all under such terms and conditions as the Association 
shall specify by notice to the Borrower.
SCHEDULE 2
Description of the Project
The objectives of the Project, which forms a part of the Borrower’s Program, are to assist 
in the carrying out of said Program to curb the spread of the HIV/AIDS epidemic in the 
Borrower’s territory and to mitigate its impact for all those who are infected by HIV/AIDS 
through: (a) strengthening of the capacity of communities to design and implement action plans 
for HIV/AIDS; and (b) support to the design and implementation of specific HIV/AIDS 
strategies.
The Project consists of the following parts, subject to such modifications thereof as the 
Borrower and the Association may agree upon from time to time to achieve such objectives:
Part A:
Support to Local Responses
The carrying out of Subprojects for HIV/AIDS community action plans developed and to 
be implemented through a participatory process.
Part B
:
Health Sector
(a) 
Assistance in epidemiological and behavioral surveillance in selected sites;
(b)
assistance in prevention and voluntary testing and counseling; and
(c)
care and treatment of people living with HIV/AIDS;
all through the acquisition of medical supplies and drugs, the provision of training of health staff 
including traditional healers and birth attendants and technical advisory services.
Part C
:
HIV/AIDS Sector Strategies
Page  15
Identification and establishment of Focal Points to design and implement HIV/AIDS 
sector strategies, including communication strategies, action plans for the development of said 
sector strategies, and funding arrangements for the implementation of said action plans, through 
the provision of training and technical advisory services and the acquisition of medical supplies 
and drugs.
Part D
:
Capacity Building
Strengthening the institutional, financial and technical capacity of the Borrower and 
public and private sector entities participating in the HIV/AIDS epidemic control activities and 
efforts, including:
(a)
the strengthening of HIV/AIDS committees at the national, provincial, 
communal and local community levels; and
(b)
the training of Project staff, Focal Points, facilitators of participating processes 
at the community level, communication specialists, staff in financial institutions, and community 
members.
Part E:
Project Coordination
Assistance in the programming, coordination and monitoring of Program activities by the 
GTC and the GTPs, and the HIV/AIDS committees at the national, provincial and communal 
levels.
* * *
The Project is expected to be completed by June 30, 2005
SCHEDULE 3
Procurement and Consultants’ Services
Section I
.
Procurement of Goods
Part A
:
General
1.
Goods shall be procured in accordance with: (a) the provisions of Section I of the 
“Guidelines for Procurement under IBRD Loans and IDA Credits” published by the Bank in 
January 1995 and revised in January and August 1996, September 1997 and January 1999 (the 
Guidelines); and (b) the provisions of the following Parts of this Section I.
2.
In paragraphs 1.6 and 1.8 of the Guidelines, the references to “Bank member countries” 
and “member country”  shall be deemed to be references, respectively, to “Participating 
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2.
In paragraphs 1.6 and 1.8 of the Guidelines, the references to “Bank member countries” 
and “member country”  shall be deemed to be references, respectively, to “Participating 
Countries” and “Participating Country”.
Part B
:
International Competitive Bidding
1.
Except as otherwise provided in Part C of this Section, goods shall be procured under 
contracts awarded in accordance with the provisions of Section II of the Guidelines and 
paragraph 5 of Appendix 1 thereto.
2.
The following provisions shall apply to goods to be procured under contracts awarded in 
accordance with the provisions of paragraph 1 of this Part B.
(a)
Grouping of contracts
To the extent practicable, contracts for goods shall be grouped in bid packages estimated 
to cost $100,000 equivalent or more each.
(b)
Preference for domestically manufactured goods
The provisions of paragraphs 2.54 and 2.55 of the Guidelines and Appendix 2 thereto 
shall apply to goods manufactured in the territory of the Borrower.
Part C
:
Other Procurement Procedures
1.
National Competitive Bidding
Office furniture, equipment and materials estimated to cost $20,000 equivalent or more 
but less than $100,000 equivalent per contract, up to an aggregate amount not to exceed 
$1,000,000 equivalent, may be procured under contracts awarded in accordance with the 
provisions of paragraphs 3.3 and 3.4 of the Guidelines.
2.
International or National Shopping
Small office equipment and furniture, printed and other instructional materials estimated 
to cost less than $20,000 equivalent per contract, up to an aggregate amount not to exceed 
$500,000 equivalent, may be procured under contracts awarded on the basis of international or 
national shopping procedures in accordance with the provisions of paragraphs 3.5 and 3.6 of the 
Guidelines.
3.
Direct Contracting
(a)
Medical equipment and supplies, other specialist equipment and spare 
parts related to HIV/AIDS, costing $10,000 equivalent or less per contract, up to an aggregate 
amount not to exceed $300,000 equivalent; and (b) HIV rapid tests costing more than $10,000 
Page  17
parts related to HIV/AIDS, costing $10,000 equivalent or less per contract, up to an aggregate 
amount not to exceed $300,000 equivalent; and (b) HIV rapid tests costing more than $10,000 
equivalent per contract, up to an aggregate not to exceed $200,000 equivalent, with the 
Association's prior agreement, may be procured from a particular supplier in accordance with the 
provisions of paragraph 3.7 of the Guidelines.
4.
Procurement from UN Agencies
Motorcycles, vehicles and computers, up to an aggregate amount not to exceed 
$1,500,000 equivalent, may be procured from the Inter-Agency Procurement Services Office of 
the United Nations (IAPSO) in accordance with the provisions of paragraph 3.9 of the 
Guidelines.
5.
Community Participation
Goods required for Part A of the Project shall, pursuant to paragraph 3.15 of the 
Guidelines, be procured in accordance with procedures acceptable to the Association.
Part D
:
Review by the Association of Procurement Decisions
1.
Procurement Planning
Prior to the issuance of any invitations to bid for contracts, the proposed procurement 
plan for the Project shall be furnished to the Association for its review and approval, in 
accordance with the provisions of paragraph 1 of Appendix 1 to the Guidelines. Procurement of 
all goods shall be undertaken in accordance with such procurement plan as shall have been 
approved by the Association, and with the provisions of said paragraph 1.
2.
Prior Review
With respect to: (i) each contract for goods estimated to cost the equivalent of $100,000 
or more; and (ii) the first three contracts to be procured under national competitive bidding 
procedures, the procedures set forth in paragraphs 2 and 3 of Appendix 1 to the Guidelines shall 
apply.
3.
Post Review
With respect to each contract not governed by paragraph 2 of this Part, the procedures set 
forth in paragraph 4 of Appendix 1 to the Guidelines shall apply.
Section II
.
Employment of Consultants
Part A
:
General
1.
Consultants’ services shall be procured in accordance with: (a) the provisions of the 
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1.
Consultants’ services shall be procured in accordance with: (a) the provisions of the 
Introduction and Section IV of the “Guidelines:  Selection and Employment of Consultants by 
World Bank Borrowers” published by the Association in January 1997 and revised in September 
1997 and January 1999, subject to the modifications thereto set forth in paragraph 2 of this Part 
A (the Consultant Guidelines); and (b) the provisions of the following Parts of this Section II.
2.
In paragraph 1.10 of the Consultant Guidelines, the references to “Bank member 
countries” and “member country” shall be deemed to be references, respectively, to 
“Participating Countries” and “Participating Country”.
Part B
:
Quality- and Cost-based Selection
1.
Except as otherwise provided in Part C of this Section, consultants’ services shall be 
procured under contracts awarded in accordance with the provisions of Section II of the 
Consultant Guidelines, paragraph 3 of Appendix 1 thereto, Appendix 2 thereto, and the 
provisions of paragraphs 3.13 through 3.18 thereof applicable to quality- and cost-based selection 
of consultants.
2.
The following provisions shall apply to consultants’ services to be procured under 
contracts awarded in accordance with the provisions of the preceding paragraph.  The short list 
of consultants for services for the Project, estimated to cost less than $50,000 equivalent per 
contract, may comprise entirely national consultants in accordance with the provisions of 
paragraph 2.7 of the Consultant Guidelines.
Part C
:
Other Procedures for the Selection of Consultants
1.
Least-cost Selection
Services for financial audits estimated to cost less than $100,000 equivalent per contract 
may be procured under contracts awarded in accordance with the provisions of paragraphs 3.1 
and 3.6 of the Consultant Guidelines.
2.
Selection Based on Consultants’ Qualifications
Services for facilitation of community participation processes and sub-contracted 
activities referred to in Section 3 of Schedule 4 to this Agreement estimated to cost less than 
$20,000 equivalent per contract, up to an aggregate amount not to exceed $400,000 equivalent, 
may be procured under contracts awarded in accordance with the provisions of paragraphs 3.1 
and 3.7 of the Consultant Guidelines.
3.
Single Source Selection
Services for: (a) training; (b) specific tasks; and (c) small assignments, which are 
Page  19
Services for: (a) training; (b) specific tasks; and (c) small assignments, which are 
estimated to cost less than $10,000 equivalent per contract, up to an aggregate amount not to 
exceed $200,000 equivalent, may, with the Association’s prior agreement, be procured in 
accordance with the provisions of paragraphs 3.8 through 3.11 of the Consultant Guidelines.
4.
Individual Consultants
Services for tasks that meet the requirements set forth in paragraph 5.1 of the Consultant 
Guidelines may be procured under contracts awarded to individual consultants in accordance 
with the provisions of paragraphs 5.1 through 5.3 of the Consultant Guidelines.
Part D
:
Review by the Association of the Selection of Consultants
1.
Selection Planning
Prior to the preparation of short lists of consultants and the issuance to consultants of any 
requests for proposals, the proposed plan for the selection of consultants under the Project shall 
be furnished to the Association for its review and approval, in accordance with the provisions of 
paragraph 1 of Appendix 1 to the Consultant Guidelines.  Selection of all consultants’ services 
shall be undertaken in accordance with such selection plan as shall have been approved by the 
Association, and with the provisions of said paragraph 1.
2.
Prior Review
(a)
With respect to each contract for the employment of consulting firms estimated 
to cost the equivalent of $100,000 or more and the first two contracts in each Province referred to 
in Section 3 of Schedule 4 to this Agreement, the procedures set forth in paragraphs 1, 2 (other 
than the third subparagraph of paragraph 2(a)) and 5 of Appendix 1 to the Consultant Guidelines 
shall apply.
(b)
With respect to each contract for the employment of individual consultants 
estimated to cost the equivalent of $50,000 or more, the qualifications, experience, terms of 
reference and terms of employment of the consultants shall be furnished to the Association for its 
prior review and approval.  The contract shall be awarded only after the said approval shall have 
been given.
3.
Post Review
With respect to each contract not governed by paragraph 2 of this Part, the procedures set 
forth in paragraph 4 of Appendix 1 to the Consultant Guidelines shall apply, provided, however, 
that the terms of reference and the short list of all consultants shall be communicated to the 
Association for prior review and approval.
Page  20
SCHEDULE 4
Implementation Program
General
1.
Except as the Association shall otherwise agree, the Borrower shall carry out the Project 
in accordance with the provisions of the Program Implementation Manual and the Financial and 
Accounting Procedures Manual.  Said Manuals shall not be amended or waived without the 
Association’s prior written approval.
2.
The HIV/AIDS Committees at the national level (CNLS), at the provincial level (CPLS), 
at the communal level and at the local community level shall be responsible for the definition of 
strategies and action plans under the Program.  Said Committees shall be respectively supported 
in the daily implementation of the Program by the GTC, the GTPs, and a technician at the 
communal level.  At the local community level, the Committees shall be established through a 
participatory process.
3
The Borrower shall arrange for the following Program activities to be subcontracted by 
the CNLS/GTC and the CPLS/GTPs with any appropriate organization or group through a 
contract on an annual basis, in accordance with the procedures, guidelines and selection criteria 
and other provisions set forth in the Program Implementation Manual: facilitation of community 
participation processes for the preparation and carrying out of Subprojects; communication 
strategy under Part D of the Project; accounting and transfer of funds under Parts A and E of the 
Project; and epidemiological and behavioral surveys under Part B of the Project.
4.
Not later than November 30, 2001, and thereafter by November 30 of each year, the 
Borrower shall, through the GTC, furnish to the CNLS and the Association, for their review and 
approval, proposed detailed work plans, including training programs, and proposed budgets in 
respect of Project activities for the forthcoming fiscal year.
Policies and Procedures for the Subprojects
5.
Subprojects shall be approved in accordance with the procedures, guidelines, eligible 
criteria and other provisions set forth in detail in the Financial and Accounting Procedures 
Manual and outlined hereunder:
(a)
Proposed Beneficiaries shall have: (i) been part of the participative process to 
develop a specific action plan; (ii) established their own HIV/AIDS Committee; (iii) developed a 
specific action plan; (iv) acquired a legal personality; and (v) opened a bank account into which 
part of the proceeds of the Credit would be channeled.
(b)
Subprojects shall consist of eligible specific activities to fight against HIV/AIDS 
as part of the action plan referred to in (a) above and set forth in detail in the Financial and 
Accounting Procedures Manual.  They shall include, but not be limited to: IEC (Information, 
Page  21
as part of the action plan referred to in (a) above and set forth in detail in the Financial and 
Accounting Procedures Manual.  They shall include, but not be limited to: IEC (Information, 
Education and Communication) activities, awareness and prevention campaigns, promotion of 
behavior change, financial and other support to orphans and AIDS patients, condom distribution, 
community-based care activities (including the purchase of selected drugs for AIDS patients).
(c)
Subprojects shall be carried out pursuant to agreements concluded between the 
relevant HIV/AIDS Committee at the communal level and the Beneficiary, on terms and 
conditions set forth in the Financial and Accounting Procedures Manual, satisfactory to the 
Association (the Subproject Agreement).
(d)
The Subproject Agreement shall provide for rights adequate to protect the 
interests of the Association, the Borrower, the relevant HIV/AIDS Committee at the communal 
level and the GTP, including to the extent that it shall be appropriate, the right to require the 
Beneficiary to:
(i)
carry out the Subproject with due diligence and efficiency and in 
accordance with sound administrative, financial, health, technical and 
managerial standards; 
(ii)
maintain adequate records for the Subproject concerned;
(iii)
procure all goods, works and services required for a Subproject in 
accordance with the provisions of Schedule 3 to this Agreement;
(iv)
use the goods, works and services so procured exclusively in the 
carrying out of the Subproject; and
(v)
permit the relevant HIV/AIDS Committee at the communal level or the 
GTP or the Borrower to inspect, by itself or jointly with representatives 
of the Association if the Association shall so request, any goods, works, 
plants and construction included in the Subproject, the operation thereof, 
and any relevant records and documents.
(e)
Without limitation or restriction upon the provisions of the preceding 
subparagraphs of this paragraph, a Subproject Agreement shall: (i) specify the contribution to be 
made by a Beneficiary carrying out a Subproject to the total costs of the Subproject; and (ii) 
provide for the right of GTC or GTP to suspend or terminate the right of the Beneficiary to the 
use of the proceeds of the Credit upon the failure by the Beneficiary to perform any of its 
obligations under the Subproject Agreement.
Monitoring and Evaluation
6.
The Borrower shall:
(a)
maintain policies and procedures adequate to enable it to monitor and evaluate 
on an ongoing basis, in accordance with indicators satisfactory to the Association, the carrying 
out of the Project and the achievement of the objectives thereof;
(b)
prepare, under terms of reference satisfactory to the Association, and furnish to 
Page  22
(b)
prepare, under terms of reference satisfactory to the Association, and furnish to 
the Association, beginning on or about June 30, 2001, and thereafter on or about March 31 of 
each year, a report integrating the results of the monitoring and evaluation activities performed 
pursuant to paragraph (a) of this Section, on the progress achieved in the carrying out of the 
Project during the period preceding the date of said report and setting out the measures 
recommended to ensure the efficient carrying out of the Project and the achievement of the 
objectives thereof during the period following such date; and
(c)
review with the Association, by May 1, 2003, or such later date as the 
Association shall request, the report referred to in paragraph (b) of this Section, and, thereafter, 
take all measures required to ensure the efficient completion of the Project and the achievement 
of the objectives thereof, based on the conclusions and recommendations of the said report and 
the Association’s views on the matter.
SCHEDULE 5
Special Accounts
1.
For the purposes of this Schedule:
(a)
the term “eligible Categories” means: (i) with respect to Special Account A, 
Category (1) set forth in the table in paragraph 1 of Schedule 1 to this Agreement; and (ii) with 
respect to Special Account B, Categories (2), (3) and (4) set forth in the said table;
(b)
the term “eligible expenditures” means expenditures in respect of the reasonable 
cost of goods and services required for the Project and to be financed out of the proceeds of the 
Credit allocated from time to time to the eligible Categories in accordance with the provisions of 
Schedule 1 to this Agreement; and
(c)
the term “Authorized Allocation” means in respect of: (i) Special Account A, an 
amount equivalent to CFAF 2,800,000,000 to be withdrawn from the Credit Account and 
deposited into the Special Account A pursuant to paragraph 3 (a) of this Schedule; and (ii) 
Special Account B, an amount equivalent to CFAF 2,450,000,000 to be withdrawn from the 
Credit Account and deposited into the Special Account B pursuant to paragraph 3 (a) of this 
Schedule; provided, however, that unless the Association shall otherwise agree, the Authorized 
Allocation shall be limited to an amount equivalent to CFAF 1,400,000,000 in respect of Special 
Account A and CFAF 1,225,000,000 in respect of Special Account B until the aggregate amount 
of withdrawals from the Credit Account, plus the total amount of all outstanding special 
commitments entered into by the Association pursuant to Section 5.02 of the General Conditions, 
shall be equal to or exceed the equivalent of SDR 7,000,000.
2.
Payments out of the respective Special Account shall be made exclusively for eligible 
expenditures in accordance with the provisions of this Schedule.
3.
After the Association has received evidence satisfactory to it that the respective Special 
Account have been duly opened, withdrawals of the Authorized Allocation and subsequent 
Page  23
3.
After the Association has received evidence satisfactory to it that the respective Special 
Account have been duly opened, withdrawals of the Authorized Allocation and subsequent 
withdrawals to replenish the respective Special Account shall be made as follows:
(a)
For withdrawals of the Authorized Allocation, the Borrower shall furnish to the 
Association a request or requests for deposit into the respective Special Account of an amount or 
amounts which do not exceed the aggregate amount of the Authorized Allocation. On the basis of 
such request or requests, the Association shall, on behalf of the Borrower, withdraw from the 
Credit Account and deposit into the respective Special Account such amount or amounts as the 
Borrower shall have requested.
(b)       (i)
For replenishment of the respective Special Account, the Borrower shall 
furnish to the Association requests for deposits into the respective 
Special Account at such intervals as the Association shall specify.
(ii)
Prior to or at the time of each such request, the Borrower shall furnish to 
the Association the documents and other evidence required pursuant to 
paragraph 4 of this Schedule for the payment or payments in respect of 
which replenishment is requested. On the basis of each such request, the 
Association shall, on behalf of the Borrower, withdraw from the Credit 
Account and deposit into the respective Special Account such amount as 
the Borrower shall have requested and as shall have been shown by said 
documents and other evidence to have been paid out of the Special 
Accounts for eligible expenditures.
All such deposits shall be withdrawn by the Association from the Credit Account under 
the respective eligible Categories, and in the respective equivalent amounts, as shall have been 
justified by said documents and other evidence.
4.
For each payment made by the Borrower out of the respective Special Account, the 
Borrower shall, at such time as the Association shall reasonably request, furnish to the 
Association such documents and other evidence showing that such payment was made 
exclusively for eligible expenditures.
5.
Notwithstanding the provisions of paragraph 3 of this Schedule, the Association shall not 
be required to make further deposits into any Special Account:
(a)
if, at any time, the Association shall have determined that all further withdrawals 
should be made by the Borrower directly from the Credit Account in accordance with the 
provisions of Article V of the General Conditions and paragraph (a) of Section 2.02 of this 
Agreement;
(b)
if the Borrower shall have failed to furnish to the Association, within the period 
of time specified in Section 4.01 (b) (ii) of this Agreement, any of the audit reports required to be 
furnished to the Association pursuant to said Section in respect of the audit of the records and 
accounts for the Special Accounts;
Page  24
(c)
if, at any time, the Association shall have notified the Borrower of its intention 
to suspend in whole or in part the right of the Borrower to make withdrawals from the Credit 
Account pursuant to the provisions of Section 6.02 of the General Conditions; or
(d)
once the total unwithdrawn amount of the Credit allocated to the eligible 
Categories for the respective Special Account, minus the total amount of all outstanding special 
commitments entered into by the Association pursuant to Section 5.02 of the General Conditions 
with respect to  the Project, shall equal the equivalent of twice the amount of the respective 
Authorized Allocation.
Thereafter, withdrawal from the Credit Account of the remaining unwithdrawn amount of the 
Credit allocated to the eligible Categories for the Project shall follow such procedures as the 
Association shall specify by notice to the Borrower. Such further withdrawals shall be made only 
after and to the extent that the Association shall have been satisfied that all such amounts 
remaining on deposit in the respective Special Account as of the date of such notice will be 
utilized in making payments for eligible expenditures.
6.
(a)
If the Association shall have determined at any time that any payment out of any 
Special Account: (i) was made for an expenditure or in an amount not eligible pursuant to 
paragraph 2 of this Schedule; or (ii) was not justified by the evidence furnished to the 
Association, the Borrower shall, promptly upon notice from the Association: (A) provide such 
additional evidence as the Association may request; or (B) deposit into the respective Special 
Account (or, if the Association shall so request, refund to the Association) an amount equal to 
the amount of such payment or the portion thereof not so eligible or justified. Unless the 
Association shall otherwise agree, no further deposit by the Association into any Special 
Account shall be made until the Borrower has provided such evidence or made such deposit or 
refund, as the case may be.
(b)
If the Association shall have determined at any time that any amount outstanding 
in any Special Account will not be required to cover further payments for eligible expenditures, 
the Borrower shall, promptly upon notice from the Association, refund to the Association such 
outstanding amount.
(c)
The Borrower may, upon notice to the Association, refund to the Association all 
or any portion of the funds on deposit in the Special Accounts.
(d)
Refunds to the Association made pursuant to paragraph 6 (a), (b) and (c) of this 
Schedule shall be credited to the Credit Account for subsequent withdrawal or for cancellation in 
accordance with the relevant provisions of this Agreement, including the General Conditions.
7.
(a)
(i) The Borrower shall withdraw from the Special Account A and deposit into 
each Second Generation Special Account funds to assist the relevant GTP to pay for goods and 
services under Part A the Project. Such withdrawals and deposits shall be in amounts sufficient 
to assist each GTP in the manner contemplated in Schedule 1 to this Agreement, to pay for such 
goods and services in due course, provided that, at no time, shall the Borrower cause the amount 
held in any Second Generation Special Account to exceed the equivalent of CFAF 200,000,000; 
Page  25
goods and services in due course, provided that, at no time, shall the Borrower cause the amount 
held in any Second Generation Special Account to exceed the equivalent of CFAF 200,000,000; 
and (ii) the Borrower shall withdraw from the Special Account B and deposit into each Second 
Generation Special Account funds to assist the relevant GTP to pay for goods and services under 
Parts B, C, D and E of the Project. Such withdrawals and deposits shall be in amounts sufficient 
to assist each GTP in the manner contemplated in Schedule 1 to this Agreement, to pay for such 
goods and services in due course, provided that, at no time, shall the Borrower cause the amount 
held in any Second Generation Special Account to exceed the equivalent of CFAF 50,000,000.
(b)
Any withdrawal from any Second Generation Special Account must be justified 
to the Borrower by the same documentation and other evidence regarding eligible expenditures 
provided for under paragraph 3 of this Schedule.
(c)
If the Association or the Borrower shall have determined at any time that any 
amount outstanding in any Second Generation Special Account will not be required to cover 
further payments for eligible expenditures, the GTP benefitting of such Second Generation 
Special Account shall, promptly upon notice from the Association or the Borrower, refund to the 
Special Accounts such outstanding amount.