OFFICIAL DOCUMENTS LOAN NUMBER 9124-GA Loan Agreement (Gabon COVID-19 Strategic Preparedness and Response Project) between GABONESE REPUBLIC and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT LOAN NUMBER 9124-GA LOAN AGREEMENT AGREEMENT dated as of the Signature Date between GABONESE REPUBLIC ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). The Borrower and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE H - LOAN 2.01. The Bank agrees to lend to the Borrower the amount of eight million three hundred thousand Euros (EUR 8,300,000), as such amount may be converted from time to time through a Currency Conversion ("Loan"), to assist in financing the project described in Schedule 1 to this Agreement ("Project"). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Front-end Fee is one quarter of one percent (0.25%) of the Loan amount. 2.04. The Commitment Charge is one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance, provided that the Commitment Charge for the period beginning on the date of accrual of the Commitment Charge and ending on the date of the first anniversary of such date of accrual shall be zero percent (0%). 2.05. The interest rate is the Reference Rate plus the Fixed Spread or such rate as may apply following a Conversion; subject to Section 3.02(e) of the General Conditions. -2- 2.06. The Borrower elects to apply the Automatic Rate Fixing Conversion to the Loan. Accordingly, without limitation upon the provisions of Article IV of the General Conditions and unless otherwise notified by the Borrower to the Bank in accordance with the provisions of the Conversion Guidelines, the interest rate basis applicable to the aggregate principal amount of the Loan withdrawn during each Interest Period shall be converted from the initial Variable Rate to a Fixed Rate for the full maturity of such amount in accordance with the provisions of Article IV of the General Conditions and of the Conversion Guidelines. 2.07. The Payment Dates are May 15 and November 15 in each year. 2.08. The principal amount of the Loan shall be repaid in accordance with Schedule 3 to this Agreement. ARTICLE HI - PROJECT 3.01. The Borrower declares its commitment to the objectives of the Project and the MPA Program. To this end, the Borrower shall carry out the Project in accordance with the provisions of Article V of the General Conditions and Schedule 2 to this Agreement. ARTICLE IV - EFFECTIVENESS; TERMINATION 4.01. The Effectiveness Deadline is the date ninety (90) days after the Signature Date. 4.02. For purposes of Section 9.05 (b) of the General Conditions, the date on which the obligations of the Borrower under this Agreement (other than those providing for payment obligations) shall terminate is twenty (20) years after the Signature Date. ARTICLE V - REPRESENTATIVE; ADDRESSES 5.01. The Borrower's Representative is its minister responsible for finance. 5.02. For purposes of Section 10.01 of the General Conditions the Borrower's address is: Minist6re de l'Economie et des Finances BP 747 Libreville Gabonese Republic -3- 5.02. For purposes of Section 10.01 of the General Conditions: (a) the Bank's address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Bank's Electronic Address is: Telex: Facsimile: E-mail: 248423(MCI) or 1-202-477-6391 Aseckl@worldbank.org 64145(MCI) AGREED as of the Signature Date. GABO SE REPUBLIC By Authorized Representative e: TCt -aA-g~ a ) 0r A&f b%GA Title: M!! t o~ieC~AJf Date: f- tn INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Authorild -Representative ~' ~' Name:-Aplp kjcro, Title: rf r ypIo Date:- inmns0o -4- SCHEDULE 1 Project Description The objective of the Project is to prevent, detect and respond to the threat posed by COVID-19 and strengthen national systems for public health preparedness in Gabon. The Project constitutes a phase of the MPA Program, and consists of the following parts: Part 1: EmerEgency COVID-19 Response I. Providing personal protective equipment for first-responders, healthcare workers, laboratory personnel and other staff working in disease surveillance, case investigation and public health laboratories, in line with Gabon's COVID-19 Preparedness Response Plan. 2. Providing adequately equipped and staffed medical ambulances for the safe care and transport of suspected and confirmed COVID-19 cases. Part 2: Supporting National and Sub-national, Prevention and Preparedness Enhancing laboratory capacity to manage large-scale testing for COVID-19, through the provision of laboratory equipment, diagnostic tests kits (including ribonucleic acid extraction kits, amplification, specific severe acute respiratory syndrome coronavirus 2 primers and swabs), reagents, and other related laboratory equipment and supplies for the establishment of COVID- 19 diagnostic facilities. Part 3: Project Implementation and Monitoring I. Providing support for Project management activities, including: (a) staff and consultant costs, financial management, procurement, environmental and social risk management, monitoring and evaluation, and reporting, stakeholder engagement, and operating and administrative costs. 2. Providing technical assistance and capacity building to strengthen the Borrower's emergency response capacity (including through the development of testing, treatment, referral and discharge protocols) and pandemic preparedness capacity through, inter alia, updating or reviewing national emergency response plans and training of front-line responders. -5- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements 1. National Steering Committee The Borrower shall maintain, at all times during Project implementation, a National Steering Committee, which shall: (a) have a composition, mandate, terms of reference and resources satisfactory to the Bank; (b) be responsible for designating a Project coordinator; (c) establish coordination bodies at the central, regional and departmental levels, appoint members to these various bodies and ensure a multisectoral response including development partners; and (d) provide strategic guidance and high level oversight for the carrying out of the Project. 2. National COVID-19 Response Committee The Borrower shall maintain, at all times during Project implementation, the National COVID-19 Response Committee, established and operating pursuant to the Borrower's Ministerial Decision (Arret6) No. 000008/PM dated February 25, 2020, as the same may be amended from time to time, and coordinated by the Military Health Services and Ministry of Health and supported by the World Health Organization, which committee shall: (a) have a composition, mandate, terms of reference, and resources satisfactory to the Bank; (b) have qualified staff in numbers and with experience and terms of reference satisfactory to the Bank;, and (c) be responsible for technical implementation of the Project. 3. Project Implementation Unit The Borrower shall maintain the Commission Nationale des Travaux d'Intdrgt Public pour la promotion de l'Entreprenariat et l'Emploi ("CNTIPPEE"), at all times during Project implementation: (a) to serve as the Project Implementation Unit for the Project, (b) with composition, functions and qualified staff in numbers and with experience and terms of reference satisfactory to the Bank, including the CNTIPPEE permanent secretary, a procurement specialist, a financial management specialist, an environmental safeguards specialist, a social safeguards specialist, and a monitoring and evaluation specialist, and (c) which shall be responsible for, procurement, financial management, monitoring and evaluation, and environmental and social safeguards management activities under the Project. -6- 4. Without limitation upon Sections I.A.2 and I.A.3 above, the Borrower shall, not later than one (1) month after the Effective Date, recruit an environmental specialist, a social specialist and a communications specialist under terms of reference and with qualifications and experience acceptable to the Bank. B. Project Documents 1 . The Borrower shall by no later than one (1) month after the Effective Date, prepare and adopt a Project operations manual ("Project Operations Manual") containing detailed guidelines and procedures for Project implementation, including: administration and coordination; monitoring and evaluation; financial management, procurement and accounting procedures; social and environmental safeguards; corruption and fraud mitigation measures; a grievance redress mechanism; personal data collection and processing in accordance with applicable national law and good international practice; roles and responsibilities of Project implementation; and such other arrangements and procedures as shall be required for the effective implementation of the Project in form and substance satisfactory to the Bank. 2. The Borrower shall carry out the financial management of the Project in accordance with the provisions of the Financial Management Manual, containing, inter alia, detailed arrangements and procedures for: (a) budgeting and financial planning for the Project, policies; (b) principles and standards of accounting; (c) features of the Project accounting system; (d) accounting and internal control procedures; (e) operations expenses; (f) and procedures for year-end-closure and preparation of annual financial statements; and (g) such other necessary documentation as shall be required for the Project and adopted in form and substance satisfactory to the Bank. 3. The Borrower shall ensure that the Project Operations Manual and the Financial Management Manual are not amended, suspended, repealed or abrogated without the prior written approval of the Bank. 4. In the event of any conflict between the provisions of the Project Operations Manual and the Financial Management Manual, and this Agreement, the provisions of this Agreement shall prevail. C. Environmental and Social Standards 1 . The Borrower shall ensure that the Project is carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Bank. -7- 2. Without limitation upon paragraph I above, the Borrower shall ensure that the Project is implemented in accordance with the Environmental and Social Commitment Plan ("ESCP"), in a manner acceptable to the Bank. To this end, the Borrower shall ensure that: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, and as further specified in the ESCP; (b) sufficient funds are available to cover the costs of implementing the ESCP; (c) policies, procedures and qualified staff are maintained to enable it to implement the ESCP, as further specified in the ESCP; and (d) the ESCP or any provision thereof, is not amended, revised or waived, except as the Bank shall otherwise agree in writing and the Borrower has, thereafter, disclosed the revised ESCP. 3. In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shall prevail. 4. The Borrower shall: (a) take all measures necessary on its part to collect, compile, and furnish to the Bank through regular reports, with the frequency specified in the ESCP, and promptly in a separate report or reports, if so requested by the Bank, information on the status of compliance with the ESCP and the management tools and instruments referred to therein, all such reports in form and substance acceptable to the Bank, setting out, inter alia: (i) the status of implementation of the ESCP; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (iii) corrective and preventive measures taken or required to be taken to address such conditions; and (b) promptly notify the Bank of any incident or accident related to or having an impact on the Project which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers, including, contraction of COVID-19 by health workers working in disease surveillance, case investigation and public health laboratories, in accordance with the ESCP, the instruments referenced therein and the Environmental and Social Standards. -8- 5. The Borrower shall maintain and publicize the availability of a grievance mechanism, in form and substance satisfactory to the Bank, to hear and determine fairly and in good faith all complaints raised in relation to the Project and take all measures necessary to implement the determinations made by such mechanism in a manner satisfactory to the Bank. D. Military Health Services 1 . The Borrower shall ensure that all activities carried out by the Military Health Services under the Project shall be under the control of the Ministry of Health and shall be undertaken exclusively for purposes related to the Project. Any goods, services, incremental Operating Costs and Training financed by the Loan proceeds to be used by or provided to the Military Health Services shall be used or provided under the direction and control of the Ministry of Health and strictly in accordance with the Project Operations Manual and other arrangements or protocols that the Bank may require for the carrying out of such activities. 2. The Borrower shall regularly report to the Bank on its proposed distribution plan for any equipment, materials, supplies and other goods procured under the Project, as well as the implementation of such plan, as part of the Project Reports, or separately as the Bank may request. Furthennore, the Borrower shall ensure that any equipment, materials, supplies and other goods procured under the Project and distributed to the Borrower's military COVID-19 treatment facilities shall be equitably used for the benefit of all COVID-19 patients, whether civilian or military. E. United Nations Agency(ies) When engaging any UN Agency(ies) for purposes of supporting the implementation of the Project, the Borrower shall enter into (an) agreement(s) with any UN Agency(ies) under standard forms of agreements approved by the Bank. Section HI. Project Monitoring Reporting and Evaluation The Borrower shall furnish to the Bank each Project Report not later than forty- five (45) days after the end of each calendar quarter, covering the calendar quarter. Except as may otherwise be explicitly required or permitted under this Agreement or as may be explicitly requested by the Bank, in sharing any information, report or document related to the activities described in Schedule 1 of this Agreement, the Borrower shall ensure that such information, report or document does not include Personal Data. -9- Section HI. Withdrawal of Loan Proceeds A. General. Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Borrower may withdraw the proceeds of the Loan to: (a) finance Eligible Expenditures; and (b) pay: (i) the Front-end Fee; and (ii) each Interest Rate Cap or Interest Rate Collar premium; in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: Category Amount of the Loan Percentage of Allocated Expenditures to be (expressed in Euro) financed (inclusive of Taxes) (1) Goods, non-consulting 8,279,250 100% services, consulting services, Operating Costs and Training Costs for the Project (2) Front-end fee 20,750 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07 (b) of the General Conditions (3) Interest Rate Cap or 0 Amount due pursuant to Interest Rate Collar Section 4.05 (c) of the premium General Conditions TOTAL AMOUNT 8,300,000 B. Withdrawal Conditions; Withdrawal Period. 1. Notwithstanding the provisions of Part A above, no withdrawal shall be made for payments made prior to the Signature Date, except that withdrawals up to an aggregate amount not to exceed Euro 2,490,000 may be made for payments made prior to this date but on or after February 1, 2020, for Eligible Expenditures under Category (1). 2. The Borrower undertakes that no Loan proceeds or resources may be used for law- enforcement, security, military, or paramilitary purposes or for any payments made to any law-enforcement, security, military, or paramilitary forces without the Bank's express approval. 3. The Closing Date is June 30, 2022. -10- SCHEDULE 3 Commitment-Linked Amortization Repayment Schedule The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share"). Level Principal Repayments Principal Payment Date Installment Share On each 15 May and 15 November Beginning November 15, 2023 7,14% through 15 November, 2029 On 15 Ma, 2030 7,18% -11- APPENDIX Definitions 1. "Anti-Corruption Guidelines" means, for purposes ofparagraph 5 of the Appendix to the General Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January 2011 and as of July 1, 2016. 2. "Category" means a category set forth in the table in Section Ill.A of Schedule 2 to this Agreement. 3. "CNTIPPEE" means the Borrower's National Commission - Public Interest Works for the Promotion of Entrepreneurship and Employment ("Commission Nationale - Travaux d'Intir6t Public pour la Promotion de l'Entreprenariat et de I'Emploi', established and operating pursuant to the Borrower's Ministerial Decision (Arrete) No. 00007/PRIMPPD dated January 4, 2006, as the same may be amended from time to time, and responsible for carrying out projects which are in the public interest on behalf of all stakeholders (the government, regional and local administrations, non-governmental organizations or donors) with a view to implement best practices and sound governance. 4. "COVID- 19" means the coronavirus disease caused by the 2019 novel coronavirus (SARS-CoV-2). 5. "Environmental and Social Commitment Plan" or the acronym "ESCP" means the Borrower's environmental and social commitment plan, acceptable to the Bank, dated May 11, 2020, which sets out a summary of the material measures and actions to address the potential environmental and social risks and impacts of the Project, including the timing of the actions and measures, institutional, staffing, training, monitoring and reporting arrangements, and any instruments to be prepared thereunder; as the ESCP may be revised from time to time, with prior written agreement of the Bank, and such term includes any annexes or schedules to such plan. 6. "Environmental and Social Standards" means, collectively: (i) "Environmental and Social Standard 1: Assessment and Management of Environmental and Social Risks and Impacts"; (ii) "Environmental and Social Standard 2: Labor and Working Conditions"; (iii) "Environmental and Social Standard 3: Resource Efficiency and Pollution Prevention and Management"; (iv) "Environmental and Social Standard 4: Community Health and Safety"; (v) "Environmental and Social Standard 5: Land Acquisition, Restrictions on Land Use and Involuntary Resettlement"; (vi) "Environmental and Social Standard 6: Biodiversity Conservation and Sustainable Management of Living Natural Resources"; (vii) "Environmental and Social Standard 7: Indigenous Peoples/Sub-Saharan -12- Historically Underserved Traditional Local Communities"; (viii) "Environmental and Social Standard 8: Cultural Heritage"; (ix) "Environmental and Social Standard 9: Financial Intermediaries"; (x) "Environmental and Social Standard 10: Stakeholder Engagement and Information Disclosure"; effective on October 1, 2018, as published by the Bank at https://projects.worldbank.org/en/projects- operations/environental-and-social-framework/brief/environental-and-social- standards.. 7. "Financial Management Manual" means the manual referred to in Section I.B.2 of Schedule 2 to this Agreement, as such manual may be amended from time to time, with the prior written approval of the Borrower. 8. "Gabon's COVID-19 Preparedness and Response Plan" means the Borrower's preparedness and response plan to the COVID- 19 pandemic dated March 2020. 9. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for IBRD Financing, Investment Project Financing", dated December 14, 2018. 10. "Military Health Services" means the Borrower's unit within the Ministry of National Defense responsible for military health services. 11. "Ministry of Health" means the Borrower's Ministry of Health, or any successor thereto. 12. "MPA Program" means the COVID-19 Strategic Preparedness and Response Program (SPRP) Utilizing the Multiphase Programmatic Approach approved by the Bank on April 2, 2020 designed to assist countries to prevent, detect and respond to the threat posed by COVID-19 and strengthen national systems for public health preparedness. 13. "National COVID- 19 Response Committee" or "NRC" means the committee referred to in Section I.A.2 of Schedule 2 to this Agreement and established and operating pursuant to the Borrower's Ministerial Decision (Arret) No. 000008/PM dated February 25, 2020, as the same may be amended from time to time, in order to respond to the COVID- 19 emergency. 14. "Operating Costs" means the incremental operating expenses incurred by the Borrower, approved by the Bank under each work plan and budget, on account of the Project, including utilities and offices supplies, vehicle operation, maintenance and insurance, building and equipment maintenance costs, travel and supervision costs, and per diem, but excluding the salaries of officials and public servants of the Borrower's civil service. -13- 15. "Personal Data" means any information relating to an identified or identifiable individual. An identifiable individual is one who can be identified by reasonable means, directly or indirectly, by reference to an attribute or combination of attributes within the data, or combination of the data with other available information. Attributes that can be used to identify an identifiable individual include, but are not limited to, name, identification number, location data, online identifier, metadata and factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of an individual. 16. "Procurement Regulations" means, for purposes of paragraph 85 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated July 2016, revised November 2017 and August 2018. 17. "Project Implementation Unit" means the unit referred to in Section I.A.3 of Schedule 2 to this Agreement. 18. "Project Operations Manual" means the manual referred to in Section I.B.1 of Schedule 2 to this Agreement, as such manual may be amended from time to time, with the prior written approval of the Borrower. . 19. "National Steering Committee" means the committee referred to in Section I.A. I of Schedule 2 to this Agreement. 20. "Signature Date" means the later of the two dates on which the Borrower and the Bank signed this Agreement and such definition applies to all references to "the date of the Loan Agreement" in the General Conditions. 21. "Training Costs" means the training of persons involved in Project-supported activities, such term including seminars, workshops, and study tours, and costs associated with such activity, including travel and subsistence costs for training participants, costs associated with securing the services of trainers, rental of training facilities, preparation and reproduction of training materials, and other costs directly related to training preparation and implementation. 22. "UN Agency(ies)" means any of the departments, specialized agencies, funds or programs of the United Nations (a body established and operating pursuant to the Charter of the United Nations signed on June 26, 1945 and entered into effect on October 24, 1945), which are eligible to be selected pursuant to the Procurement Regulations to support the implementation of selected activities under the Project. 23. "World Health Organization" means the United Nations specialized agency responsible for international public health.