Page 1
CONFORMED COPY
LOAN NUMBER 7065-DO
Loan Agreement
(HIV/AIDS Prevention and Control Project)
between
DOMINICAN REPUBLIC
and
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
Dated June 29, 2001
LOAN NUMBER 7065-DO
LOAN AGREEMENT
AGREEMENT, dated June 29, 2001, between the DOMINICAN REPUBLIC (the Borrower)
and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank).
WHEREAS the Borrower, having satisfied itself as to the feasibility and priority
of the project described in Schedule 2 to this Agreement (the Project), has requested
the Bank to assist in the financing of the Project; and
WHEREAS the Bank has agreed, on the basis, inter alia, of the foregoing, to
extend the Loan 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 Loan and Guarantee
Agreements for Fixed-Spread Loans" of the Bank dated September 1, 1999 (the General
Conditions) constitute an integral part of this Agreement.
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
Page 2
meanings therein set forth and the following additional terms have the following
meanings:
(a)
"AFU" means the unit referred to in Section 3.07 (a) (ii) of this
Agreement;
(b)
"AIDS" means Acquired Immune Deficiency Syndrome;
(c)
"Annual Action Plan" means any of the plans referred to in Section 3.05
(a) and/or (c) of this Agreement;
(d)
"BCRD" means Banco Central de la República Dominicana, the Borrower’s
Central Bank;
(e)
"BCG" means Bacillus of Calmette and Guerin;
(f)
"COPRESIDA" means Consejo Presidencial del Sida, the Borrower’s
Presidential Council for AIDS, established pursuant to the Borrower’s Decree No. 32-01
of January 8, 2001;
(g)
"Eligible Categories" means Categories (1) through (6) set forth in the
table in Part A.1 of Schedule 1 to this Agreement;
(h)
"Eligible Expenditures" means the expenditures for goods, works, services
and administration costs referred to in Section 2.02 of this Agreement;
(i)
"Executive Commission" means Comisión Ejecutiva para la Reforma del
Sector Salud, the Borrower’s Executive Commission for Health Sector Reform,
established pursuant to the Borrower’s Decree No. 308-97 of July 10, 1997;
(j)
"HIV" means Human Immune-deficiency Virus;
(k)
"Implementation Letter" means the letter of even date herewith from the
Borrower to the Bank setting forth the Project monitoring indicators;
(l)
"Law No. 42-01" means Ley No. 42-01 of the Borrower dated March 8, 2001
which established the legal framework for the provision of health services in the
Borrower’s territory;
(m)
"Law No. 55-93" means Ley No. 55-93 of the Borrower dated December
31,1993 which established the legal framework for the provision of health services
with respect to AIDS in the Borrower’s territory;
(n)
"Operational Manual" means the manual referred to in Section 3.04 (a) of
this Agreement;
(o)
"Participating Agency" means a Borrower’s State Secretariat (Secretaría
de Estado) which has partial or total jurisdiction over one or more Project activities
to be included in a given Annual Action Plan;
(p)
"Participating Entity" means a public entity vested with legal
personality which has partial or total jurisdiction over one or more Project
activities to be included in a given Annual Action Plan;
(q)
"Participation Agreement" means any of the agreements referred to in
Section 3.06 (a) (i) of this Agreement;
(r)
"Participation Arrangement" means any of the arrangements referred to in
Section 3.06 (a) (ii) of this Agreement;
(s)
"PCU" means the unit referred to in Section 3.07 (a) (i) of this
Page 3
Agreement;
(t)
"Project Management Report" means each report prepared in accordance with
Section 4.02 of this Agreement;
(u)
"SESPAS" means Secretaría de Salud Pública y Asistencia Social, the
Borrower’s Secretariat of Public Health and Social Assistance; and
(v)
"Special Account" means the account referred to in Part B of Schedule 1
to this Agreement.
ARTICLE II
The Loan
Section 2.01. The Bank agrees to lend to the Borrower, on the terms and
conditions set forth or referred to in this Agreement, an amount equal to twenty-five
million Dollars ($25,000,000), as such amount may be converted from time to time
through a Currency Conversion in accordance with the provisions of Section 2.09 of
this Agreement.
Section 2.02. The amount of the Loan may be withdrawn from the Loan Account in
accordance with the provisions of Schedule 1 to this Agreement for expenditures made
(or, if the Bank shall so agree, to be made) in respect of the reasonable cost of
goods (other than the anti-retroviral drug and the baby formula supplements referred
to in Part A.4 (a) and (c) of the Project, respectively, to be financed out of the
Borrower’s counterpart funds), works, services and administration costs required for
the Project and to be financed out of the proceeds of the Loan and in respect of the
front-end fee referred to in Section 2.04 of this Agreement and any premium in respect
of an Interest Rate Cap or Interest Rate Collar payable by the Borrower in accordance
with Section 4.04(c) of the General Conditions.
Section 2.03. The Closing Date shall be December 31, 2006 or such later date as
the Bank shall establish. The Bank shall promptly notify the Borrower of such later
date.
Section 2.04. The Borrower shall pay to the Bank a front-end fee in the amount
of $250,000. The Borrower agrees that on or promptly after the Effective Date, the
Bank shall, on behalf of the Borrower, withdraw from the Loan Account and pay to
itself the amount of such fee.
Section 2.05. The Borrower shall pay to the Bank a commitment charge on the
principal amount of the Loan not withdrawn from time to time, at a rate equal to: (i)
eighty five one-hundredths of one per cent (0.85%) per annum from the date on which
such charge commences to accrue in accordance with the provisions of Section 3.02 of
the General Conditions to but not including the fourth anniversary of such date; and
(ii) seventy five one-hundredths of one per cent (0.75%) per annum thereafter.
Section 2.06. The Borrower shall pay interest on the principal amount of the
Loan withdrawn and outstanding from time to time, in respect of each Interest Period
at the Variable Rate; provided, that upon a Conversion of all or any portion of the
principal amount of the Loan, the Borrower shall, during the Conversion Period, pay
interest on such amount in accordance with the relevant provisions of Article IV of
the General Conditions.
Section 2.07. Interest, commitment and other charges shall be payable
semiannually in arrears on April 15 and October 15 in each year.
Section 2.08. The Borrower shall repay the principal amount of the Loan in
accordance with the provisions of Schedule 3 to this Agreement.
Section 2.09. (a) The Borrower may at any time request any of the following
Conversions of the terms of the Loan in order to facilitate prudent debt management:
Page 4
(i)
a change of the Loan Currency of all or any portion of the
principal amount of the Loan, withdrawn or unwithdrawn, to an
Approved Currency;
(ii)
a change of the interest rate basis applicable to all or any
portion of the principal amount of the Loan from a Variable Rate
to a Fixed Rate, or vice versa; and
(iii)
the setting of limits on the Variable Rate applicable to all or
any portion of the principal amount of the Loan withdrawn and
outstanding by the establishment of an Interest Rate Cap or
Interest Rate Collar on said Variable Rate.
(b)
Any conversion requested pursuant to paragraph (a) of this Section that
is accepted by the Bank shall be considered a "Conversion", as defined in Section
2.01(7) of the General Conditions, and shall be effected in accordance with the
provisions of Article IV of the General Conditions and of the Conversion Guidelines.
(c)
Without limitation upon the provisions of paragraph (a) of this Section,
the Borrower and the Bank hereby agree that unless otherwise notified by the Borrower
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 changed 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.
(d)
Promptly following the Execution Date for an Interest Rate Cap or
Interest Rate Collar in respect of which the Borrower has requested that the premium
be paid out of the proceeds of the Loan, the Bank shall, on behalf of the Borrower,
withdraw from the Loan Account and pay to itself the amounts required to pay any
premium payable in accordance with Section 4.04(c) of the General Conditions up to the
amount allocated from time to time for such purpose in the table in paragraph 1 of
Schedule 1 to this Agreement.
ARTICLE III
Execution of the Project
Section 3.01. The Borrower declares its commitment to the objectives of the
Project, and, to this end, shall carry out the Project through COPRESIDA, with the
assistance of the Participating Entities and/or the Participating Agencies, as the
case may be, with due diligence and efficiency and in conformity with appropriate
health, technical, administrative, financial, educational and environmental practices,
and shall provide, promptly as needed, the funds, facilities, services and other
resources required for the Project.
Section 3.02. Except as the Bank shall otherwise agree, procurement of: (a) the
goods, works and consultants’ services required for the Project and to be financed out
of the proceeds of the Loan shall be governed by the provisions of Schedule 4 to this
Agreement; and (b) the anti-retroviral drug referred to in Part A.4 (a) of the Project
(to be financed out of the Borrower’s counterpart funds as referred to in Section 2.02
of this Agreement) shall be procured under procedures acceptable to the Bank.
Section 3.03. 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 Bank, and furnish
to the Bank 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 Bank, a plan designed to
ensure the sustainability of the Project; and
(b)
afford the Bank a reasonable opportunity to exchange views with the
Borrower on said plan.
Section 3.04. (a) The Borrower shall carry out the Project in accordance with a
manual (the Operational Manual), acceptable to the Bank, said manual to include, inter
alia, the environmental guidelines to be followed during Project implementation by the
Page 5
Borrower, the Participating Entities and/or the Participating Agencies, a format
Participation Agreement and Participation Arrangement and the guidelines for the
preparation of Annual Actions Plans.
(b)
In case of any conflict between the terms of the Operational Manual and
those of this Agreement, the terms of this Agreement shall prevail.
Section 3.05. The Borrower shall: (a) not later than October 31 of each year of
Project implementation, starting in year 2001, furnish to the Bank, for its approval,
an annual action plan (the Annual Action Plan), each said plan to include, inter alia:
(i) the Project activities to be carried out by the Borrower with the assistance of
the corresponding Participating Entity or Participating Agency, as the case may be,
during the calendar year following the presentation of each said plan; and (ii) the
procurement plan and disbursement schedule for each said Project activities; (b)
thereafter implement each said Annual Action Plan in accordance with its terms; and
(c) carry out the annual action plan for the year 2001 as approved by the Bank prior
to the date of this Agreement.
Section 3.06. (a) Upon approval of the corresponding Annual Action Plan by the
Bank, the Borrower shall: (i) enter into an agreement or amend the existing agreement
(the Participation Agreement) with the corresponding Participating Entity; and/or (ii)
cause COPRESIDA and the corresponding Participation Agency to enter into an
arrangement or amend the existing arrangement between said agencies (the Participation
Arrangement), as the case may be, all on terms and conditions satisfactory to the
Bank, including, inter alia, the obligation of said Participating Entity or said
Participating Agency, as the case may be, to assist the Borrower in the implementation
of the corresponding Annual Action Plan and to follow the provisions of the
Operational Manual and the manual referred to in Part B.3 (f) of the Project in
providing said assistance.
(b)
(i) The Borrower shall exercise its rights and carry out its obligations
under each Participation Agreement in such manner as to protect the interests of the
Borrower and the Bank and to accomplish the purposes of the Loan; and (ii) except as
the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate,
terminate, waive or fail to enforce any Participation Agreement or any provision
thereof.
(c)
In case of any conflict among the terms of any Participation Agreement,
the Operational Manual and those of this Agreement, the terms of this Agreement shall
prevail.
Section 3.07. (a) The Borrower shall: (i) operate and maintain within
COPRESIDA, at all times during Project implementation, a Project coordination unit
(the PCU) with a structure, functions and responsibilities acceptable to the Bank,
including, inter alia, the responsibility of the PCU to coordinate, monitor and
supervise the carrying out of the Project; and (ii) maintain and operate within the
Executive Commission, at all times during Project implementation, the administrative
and financial unit (the AFU) with a structure, functions and responsibilities
acceptable to the Bank, including, inter alia, the responsibility of the AFU to assist
the PCU in the coordination of all administrative and financial matters under the
Project.
(b)
The Borrower shall ensure that the PCU and AFU are, at all times during
Project implementation, headed by an executive director and a financial and
administrative director, respectively, and assisted by adequate professional and
administrative staff, all with qualifications and experience acceptable to the Bank.
Section 3.08. (a) Without limitation to the provisions of Section 3.01 of this
Agreement, the Borrower shall, not later than March 31, 2003, complete the activities
mentioned in Part B.3 (e), (f) and (g) of the Project.
(b)
Immediately after the Borrower has adopted the manual referred to in Part
B.3 (f) of the Project, the Borrower shall carry out the Project in accordance with
the provisions of said manual which shall supplement the environmental provisions
already included in the Operational Manual.
(c)
In case of any conflict between the terms of said manual and those of
this Agreement, the terms of this Agreement shall prevail.
Page 6
Section 3.09. The Borrower shall:
(a)
maintain or cause to be maintained policies and procedures adequate to
enable it to monitor and evaluate on an ongoing basis, in accordance with the
indicators set forth in the Implementation Letter, the carrying out of the Project and
the achievement of the objective thereof;
(b)
prepare, under terms of reference satisfactory to the Bank, and furnish
to the Bank, each January 31 and July 31 during Project implementation, starting with
the report due not later than July 31, 2001, 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
calendar semester preceding the date of presentation of the report and setting out the
measures recommended to ensure the efficient carrying out of the Project and the
achievement of the objective thereof during the following calendar semester; and
(c)
review with the Bank, by March 31 of each year of Project implementation,
or such later date as the Bank shall request, starting in year 2002, the pertinent
reports 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 objective thereof, based on the conclusions and recommendations of
said reports and the Bank’s views on the matter.
ARTICLE IV
Financial Covenants
Section 4.01. (a) The Borrower shall at all times maintain within the AFU a
financial management system, including records and accounts, and prepare financial
statements in a format acceptable to the Bank, adequate to reflect the operations,
resources and expenditures related to the Project.
(b)
The Borrower shall:
(i)
have the records, accounts and financial statements referred to in
paragraph (a) of this Section and the records and accounts for the
Special Account for each fiscal year audited, in accordance with
auditing standards acceptable to the Bank, consistently applied,
by independent auditors acceptable to the Bank;
(ii)
furnish to the Bank as soon as available, but in any case not
later than four 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, records and accounts and the report
of such audit, by said auditors, of such scope and in such detail
as the Bank shall have reasonably requested; and
(iii)
furnish to the Bank such other information concerning such records
and accounts, and the audit thereof, and concerning said auditors,
as the Bank may from time to time reasonably request.
(c)
For all expenditures with respect to which withdrawals from the Loan
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 Bank has received the
audit report for the fiscal year in which the last withdrawal from
the Loan Account was made, all records (contracts, orders,
invoices, bills, receipts and other documents) evidencing such
expenditures;
Page 7
(iii)
enable the Bank’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 Bank 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
February 15, 2002, or such later date as the Bank shall agree, to prepare quarterly
Project management reports, acceptable to the Bank, 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 Loan during the period covered by said report
and expenditures proposed to be financed out of the proceeds of
the Loan 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
Loan, 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 Bank, and furnish to the Bank not later than 45 days after the end of each
calendar quarter a Project Management Report for such period.
Section 4.03. For purposes of carrying out the annual technical evaluations
referred to in Part C.4 of the Project, the Borrower shall: (a) not later than October
31, 2001 hire consultants with qualifications acceptable to the Bank; (b) not later
than February 15 of each year during Project implementation, starting with the report
due not later than February 15, 2002, prepare and furnish to the Bank, a report of
such scope and in such detail as the Bank shall reasonably request setting forth the
results of the evaluation of Project activities set forth in the Annual Action Plan
for the previous calendar year; and (c) if deemed appropriate by the Bank, immediately
thereafter implement the recommended actions set forth in said report.
ARTICLE V
Remedies of the Bank
Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the
following additional events are specified:
(a)
Any Participating Entity shall have failed to perform any of its
obligations under the corresponding Participation Agreement.
(b)
As a result of events which have occurred after the date of the Loan
Agreement, an extraordinary situation shall have arisen which shall make it improbable
that any Participating Entity will be able to perform its obligations under the
corresponding Participation Agreement.
(c)
Law No. 55-93 or any provision thereof shall have been amended,
Page 8
suspended, abrogated, repealed, waived or not enforced in such a manner so as to
affect materially and adversely, in the opinion of the Bank, the ability of the
Borrower to carry out the Project and/or the ability of any Participating Entity to
comply with its obligations under the corresponding Participation Agreement or any
provision thereof.
(d)
Law No. 42-01 or any provision thereof shall have been amended,
suspended, abrogated, repealed, waived or not enforced in such a manner so as to
affect materially and adversely, in the opinion of the Bank, the ability of the
Borrower to carry out the Project and/or the ability of any Participating Entity to
comply with its obligations under the corresponding Participation Agreement or any
provision thereof.
Section 5.02. Pursuant to Section 7.01 (k) of the General Conditions, the
following additional events are specified:
(a)
Any of the events specified in paragraph (a) of Section 5.01 of this
Agreement shall occur and shall continue for a period of sixty days after notice
thereof shall have been given by the Bank to the Borrower.
(b)
Any of the events specified in paragraphs (c) or (d) of Section 5.01 of
this Agreement shall occur.
ARTICLE VI
Effective Date; Termination
Section 6.01. The following events are specified as additional conditions to the
effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the
General Conditions:
(a)
the Borrower shall have adopted the Operational Manual in a manner
satisfactory to the Bank;
(b)
the independent auditors referred to in Section 4.01 (b) (i) of this
Agreement have been employed by the Borrower as provided in said Section; and
(c)
the Participation Agreements and/or the Participation Arrangements
required for the implementation of the Annual Action Plan for the year 2001 have been
executed by the parties thereto.
Section 6.02. The date September 27, 2001 is hereby specified for the purposes
of Section 12.04 of the General Conditions.
ARTICLE VII
Representative of the Borrower; Addresses
Section 7.01. The Technical Secretary of the Presidency of the Borrower is
designated as representative of the Borrower for the purposes of Section 11.03 of the
General Conditions.
Section 7.02. The following addresses are specified for the purposes of Section
11.01 of the General Conditions:
For the Borrower:
Secretariado Técnico de la Presidencia
Palacio Nacional
Avenida México
Santo Domingo, República Dominicana
Facsimile:
(809) 695-8432
Page 9
For the Bank:
International Bank for
   Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable address:
Telex:
Facsimile:
INTBAFRAD
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
Washington, D.C., United States of America, as of the day and year first above
written.
DOMINICAN REPUBLIC
By /s/ José Rodríguez Soldevila
Authorized Representative
INTERNATIONAL BANK FOR
   RECONSTRUCTION AND DEVELOPMENT
By /s/ David de Ferranti
Regional Vice President
Latin America and the Caribbean
SCHEDULE 1
Withdrawal of the Proceeds of the Loan
A.
General
1.
The table below sets forth the Categories of items to be financed out of the
proceeds of the Loan, the allocation of the amounts of the Loan to each Category and
the percentage of expenditures for items so to be financed in each Category:
Amount of the
   % of
Loan Allocated
Expenditures
Category
   (Expressed in Dollars)
to be Financed
(1)
Works
  1,500,000
85%
(2)
Goods (other than the
anti-retroviral drug
and baby formula
supplements under
Part A.4 (a) and (c)
of the Project,
respectively,
anti-tuberculosis
drugs, vaccines,
condoms and non-
Page 10
durable goods)
  4,606,000
75%
(3)
Vaccines, anti-
tuberculosis drugs
and condoms
  3,334,000
80% until disbursements
under this Category
have reached an amount
of $2,500,000; and 50%
thereafter
(4)
Consultants’ services
(a)
Information,
Educational
  1,840,000
80%
and Communication
Programs
(b)
Other services
under the
  7,800,000
100%
Project
(5)
Training
  1,840,000
75%
(6)
Project Administration
Costs
  2,000,000
80% until disbursements
under this Category
have reached an amount
of $1,000,000; and 50%
thereafter
 (7)
Fee
   250,000
Amount due under
Section 2.04 of this
Agreement
(8)
Premia for Interest Rate
0
Amount due under
Caps and Interest Rate
Section 2.09 (d) of
Collars
this Agreement
(9)
Unallocated
  1,830,000
TOTAL
25,000,000
2.
For the purposes of this Schedule:
(a)
the term "Information, Educational and Communication Programs" means
consultants’ services expenditures incurred by the Borrower in connection with the
design and implementation of the programs referred to in Parts A.1 through A.3 of the
Project, including, inter alia, the printing of materials required therefore as
provided in the relevant consultant contract;
(b)
the term "Training" means expenditures (other than those for consultants’
services) incurred by the Borrower to finance transportation costs and per-diem of
trainees and rental of training facilities and equipment under the Project; and
(c)
the term "Project Administration Costs" means expenditures, such as for
transportation and per diem costs of PCU and AFU’s professional staff, and for
non-durable goods, all for purposes of coordinating and supervising the implementation
of the Project.
3.
Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be
made in respect of payments made for expenditures prior to the date of this
Agreement.
4.
 The Bank may require withdrawals from the Loan Account to be made on the basis
of statements of expenditure for expenditures under: (a) contract for goods (other
than anti-tuberculosis drugs, vaccines and condoms) costing less than $250,000
equivalent each; (b) contracts for works with the exception of the first two contracts
for works to be awarded under each of Parts C.1 (b) and C.4 of Section I to Schedule 4
Page 11
to this Agreement; (c) contracts for the employment of consulting firms costing less
than $100,000 equivalent each; (d) contracts the employment of individual consultants
costing less than $50,000 equivalent each; and (e) Training and Project Administration
Costs as set forth in Categories (5) and (6) of the table in Part A.1 of this
Schedule, respectively, all under such terms and conditions as the Bank shall specify
by notice to the Borrower.
B.
Special Account
1.
The Borrower shall open and maintain in Dollars a separate special deposit
account in BCRD, on terms and conditions satisfactory to the Bank.
2.
After the Bank has received evidence satisfactory to it that the Special Account
has been opened, withdrawals from the Loan Account of amounts to be deposited into the
Special Account shall be made as follows:
(a)
until the Bank shall have received: (i) the first Project Management
Report referred to in Section 4.02 (b) of this Agreement; and (ii) a request from the
Borrower for withdrawal on the basis of Project Management Reports, withdrawals shall
be made in accordance with the provisions of Annex A to this Schedule 1; and
(b)
upon receipt by the Bank of a Project Management Report pursuant to
Section 4.02 (b) of this Agreement, accompanied by a request from the Borrower for
withdrawal on the basis of Project Management Reports, all further withdrawals shall
be made in accordance with the provisions of Annex B to this Schedule 1.
3.
Payments out of the Special Account shall be made exclusively for Eligible
Expenditures. For each payment made by the Borrower out of the Special Account, the
Borrower shall, at such time as the Bank shall reasonably request, furnish to the Bank
such documents and other evidence showing that such payment was made exclusively for
Eligible Expenditures.
4.
Notwithstanding the provisions of Part B.2 of this Schedule, the Bank shall not
be required to make further deposits into the Special Account:
(a)
if the Bank determines at any time that any Project Management Report
does not adequately provide the information required pursuant to Section 4.02 of this
Agreement;
(b)
if the Bank determines at any time that all further withdrawals should be
made by the Borrower directly from the Loan Account; or
(c)
if the Borrower shall have failed to furnish to the Bank 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 Bank pursuant to said Section in respect of
the audit of: (A) the records and accounts for the Special Account; or (B) the records
and accounts reflecting expenditures with respect to which withdrawals were made on
the basis of Project Management Reports.
5.
The Bank shall not be required to make further deposits into the Special Account
in accordance with the provisions of Part B.2 of this Schedule if, at any time, the
Bank 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 Loan Account pursuant to
Section 6.02 of the General Conditions. Upon such notification, the Bank shall
determine, in its sole discretion, whether further deposits into the Special Account
may be made and what procedures should be followed for making such deposits, and shall
notify the Borrower of its determination.
6.
(a)
If the Bank determines at any time that any payment out of the Special
Account was made for an expenditure which is not an Eligible Expenditure, or was not
justified by the evidence furnished to the Bank, the Borrower shall, promptly upon
notice from the Bank, provide such additional evidence as the Bank may request, or
deposit into the Special Account (or, if the Bank shall so request, refund to the
Bank) an amount equal to the amount of such payment. Unless the Bank shall otherwise
agree, no further deposit by the Bank into the 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 Bank determines at any time that any amount outstanding in the
Special Account will not be required to cover payments for Eligible Expenditures
during the six-month period following such determination, the Borrower shall, promptly
upon notice from the Bank, refund to the Bank such outstanding amount.
Page 12
(c)
The Borrower may, upon notice to the Bank, refund to the Bank all or any
portion of the funds on deposit in the Special Account.
(d)
Refunds to the Bank made pursuant to sub-paragraph (a), (b) or (c) of
this paragraph 6 shall be credited to the Loan Account for subsequent withdrawal or
for cancellation in accordance with the provisions of the Loan Agreement.
Annex A to SCHEDULE 1
Operation of Special Account
When Withdrawals Are Not Made
On the Basis of Project Management Reports
1.
For the purposes of this Annex, the term "Authorized Allocation" means the
amount of $1,000,000 to be withdrawn from the Loan Account and deposited into the
Special Account pursuant to paragraph 2 of this Annex; provided, however, that, unless
the Bank shall otherwise agree, the Authorized Allocation shall be limited to the
amount of $500,000 until the aggregate amount of withdrawals from the Loan Account,
plus the total amount of all outstanding special commitments entered into by the Bank
pursuant to Section 5.02 of the General Conditions shall equal or exceed $6,000,000.
2.
Withdrawals of the Authorized Allocation and subsequent withdrawals to replenish
the Special Account shall be made as follows:
(a)
For withdrawals of the Authorized Allocation, the Borrower shall furnish
to the Bank a request or requests for deposit into the Special Account of an amount or
amounts which in the aggregate do not exceed the Authorized Allocation. On the basis
of each such request, the Bank shall, on behalf of the Borrower, withdraw from the
Loan Account and deposit into the Special Account such amount as the Borrower shall
have requested.
(b)
For replenishment of the Special Account, the Borrower shall furnish to
the Bank requests for deposit into the Special Account at such intervals as the Bank
shall specify. Prior to or at the time of each such request, the Borrower shall
furnish to the Bank the documents and other evidence required pursuant to Part B.3 of
Schedule 1 to this Agreement for the payment or payments in respect of which
replenishment is requested. On the basis of each such request, the Bank shall, on
behalf of the Borrower, withdraw from the Loan Account and deposit into the 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 Account for
Eligible Expenditures. Each such deposit into the Special Account shall be withdrawn
by the Bank from the Loan Account under one or more of the Eligible Categories.
3.
The Bank shall not be required to make further deposits into the Special
Account, once the total unwithdrawn amount of the Loan allocated to the Eligible
Categories minus the total amount of all outstanding special commitments entered into
by the Bank pursuant to Section 5.02 of the General Conditions in respect of
expenditures to be financed out of the proceeds of the Loan allocated to said Eligible
Categories, shall equal twice the amount of the Authorized Allocation. Thereafter,
withdrawal from the Loan Account of the remaining unwithdrawn amount of the Loan
allocated to said Eligible Categories shall follow such procedures as the Bank shall
specify by notice to the Borrower. Such further withdrawals shall be made only after
and to the extent that the Bank shall have been satisfied that all such amounts
remaining on deposit in the Special Account as of the date of such notice will be
utilized in making payments for Eligible Expenditures.
Annex B to SCHEDULE 1
Operation of Special Account
When Withdrawals Are Made
On the Basis of Project Management Reports
1.
Except as the Bank may otherwise specify by notice to the Borrower, all
withdrawals from the Loan Account shall be deposited by the Bank into the Special
Account in accordance with the provisions of Schedule 1 to this Agreement. Each such
deposit into the Special Account shall be withdrawn by the Bank from the Loan Account
under one or more of the Eligible Categories.
2.
Each application for withdrawal from the Loan Account for deposit into the
Special Account shall be supported by a Project Management Report.
Page 13
3.
Upon receipt of each application for withdrawal of an amount of the Loan, the
Bank shall, on behalf of the Borrower, withdraw from the Loan Account and deposit into
the Special Account an amount equal to the lesser of: (a) the amount so requested; and
(b) the amount which the Bank has determined, based on the Project Management Report
accompanying said application, is required to be deposited in order to finance
Eligible Expenditures during the six-month period following the date of such report;
provided, however, that the amount so deposited, when added to the amount indicated by
said Project Management Report to be remaining in the Special Account, shall not
exceed $3,000,000.
SCHEDULE 2
Description of the Project
The objective of the Project is to assist the Borrower in reducing the spread of
the HIV/AIDS epidemic through: (a) the increase in health prevention and control
programs targeted in particular to high risk groups of population; (b) the expansion
of awareness with respect to HIV/AIDS infection and prevention amongst the Borrower’s
population; and (c) the strengthening of the institutional capacity of the
Participating Entities and the Participating Agencies to ensure the effectiveness and
the sustainability of the Project.
The Project consists of the following parts, subject to such modifications
thereof as the Borrower and the Bank may agree upon from time to time to achieve such
objectives:
Part A:
Prevention/Promotion Activities to Reduce HIV/AIDS Transmission
1.
Design and implementation of information, educational and communication programs
through, inter alia; (a) the introduction of sex education (said education to include
prevention of HIV/AIDS and other sexually transmitted infections) in secondary
schools; (b) the carrying out of educational programs for HIV/AIDS high-risk groups of
population, in particular commercial sex workers, patients living with AIDS,
adolescents, street children, drug users, and individuals with sexually transmitted
infections (other than HIV/AIDS); and (c) the carrying out of campaigns, all for
purposes of raising awareness and understanding among the targeted population with
respect to HIV/AIDS transmission (including other sexually transmitted infections) and
promoting behavioral changes among said population to avoid the spread of HIV/AIDS.
2.
(a) Design and implementation of programs to promote the use of condoms as an
alternative for effective prevention of HIV/AIDS and other sexually transmitted
infections; (b) design and adoption of a policy on condom distribution (including the
design of a regulatory framework to govern the distribution of condoms); (c) design
and adoption of a subsidy policy with respect to the access to condoms by the
Borrower’s population, said policy to address, in particular, the accessibility to
condoms by low-income households; and (d) design and implementation of a system to
monitor and control the quality of condoms and condom availability in the facilities
mentioned in Article 16 of Law No. 55-93.
3.
Carrying out of a program which consists of the promotion, administration and
distribution of pre-packed treatments for syndromes associated with sexually
transmitted infections.
4.
Carrying out of a pilot program in at least six of the Borrower’s provinces
which consists of, inter alia: (a) the provision of the anti-retroviral drug
nevirapine to pregnant women and new born children; (b) the provision of advice to
mothers with respect to breastfeeding alternatives; and (c) the provision of baby
formula supplements to new born children whose mothers are infected with HIV/AIDS.
5.
Strengthening of the technical capacity of public and private laboratories and
blood banks in the Borrower’s territory for purposes of improving the quality of HIV
testing and counseling and diagnosing and monitoring of HIV/AIDS infections (as well
as other sexually transmitted infections).
Part B: Diagnosis and Basic Care of Individuals Affected by HIV/AIDS
Page 14
1.
Design and implementation of a program which will, inter alia: (a) promote
voluntary testing for HIV and provide counseling prior to and after said testing with
respect to HIV/AIDS (as well as other sexually transmitted infections), in at least
eight basic health care facilities in the Borrower’s territory; and (b) rehabilitate
and refurbish the basic health care facilities referred to in (a) herein.
2.
Design and implementation of a program on home care of HIV/AIDS patients which
will include, inter alia, the provision of training to health staff of local and
provincial basic care facilities, and counseling to relatives of said patients.
3.
(a) Establishment of basic AIDS health care units in local and provincial basic
health care facilities located in areas with the highest prevalence of HIV/AIDS cases
for purposes of, inter alia, providing: (i) voluntary testing of HIV (including the
provision of counseling prior to and after said testing); (ii) group therapy for
HIV/AIDS patients and their families; (iii) training to health staff on HIV/AIDS case
management; and (iv) basic general hospital services; (b) rehabilitation and
refurbishing of the health care facilities mentioned in paragraph (a) herein; (c)
design of a policy for the provision of drugs for opportunistic diseases associated
with HIV/AIDS; (d) design and implementation of a logistical system which will permit
an efficient supply of drugs for prevention and treatment of opportunistic diseases
associated with HIV/AIDS; (e) carrying out of an assessment of medical waste handling
and disposal related to HIV/AIDS; (f) preparation and adoption of a manual which will
contain guidelines and procedures for medical waste handling and disposal related to
HIV/AIDS, said guidelines and procedures to be based on the recommendations resulting
from the assessment referred to in (e) herein; and (g) provision of training to health
staff on handling and disposal of medical waste.
4.
Implementation of a directly observed treatment national program for
tuberculosis patients which will include, inter alia: (a) the provision of care
services for tuberculosis high-risk groups of population; (b) the strengthening of the
laboratory network to improve the diagnosis of said disease; (c) the provision of
training to health staff on tuberculosis prevention and control; (d) the expansion of
the BCG vaccination program through the provision of vaccines to prevent tuberculosis;
and (e) the provision of anti-tuberculosis drugs.
5.
Carrying out of a program for children orphaned by AIDS which will include,
inter alia, the design and implementation of pilot programs that will promote efforts
to reduce the stigma and misperceptions about said orphans, and the strengthening of
community-support networks in order to provide psycho-social support and life-skills
development to said orphans.
Part C:
Strengthening of HIV/AIDS Surveillance, Project Coordination, Monitoring
and Evaluation, and Research
1.
Strengthening of SESPAS’ disease surveillance system (in particular the HIV/AIDS
sub-system) through: (a) the design of standardized protocols for carrying out
cross-sectional surveys of behavior, including the collection of data on population
characteristics, in particular data on HIV/AIDS high-risk groups of population; (b)
the expansion of basic health care facilities, laboratories and blood banks
participating in HIV/AIDS surveillance; and (c) the design and implementation of an
integrated management information system for HIV/AIDS, all for purposes of improving
the Borrower’s resource allocation and decision making concerning HIV/AIDS.
2.
Carrying out of a research program on HIV/AIDS (as well as other sexually
transmitted infections and tuberculosis).
3.
Strengthening of the capacity of the PCU to assist the Borrower in the
implementation, monitoring and supervision of the Project.
4.
Carrying out of annual technical evaluations to monitor and evaluate the
implementation of the Project.
***
The Project is expected to be completed by June 30, 2006.
Page 15
SCHEDULE 3
Amortization Schedule
1.
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). If the proceeds of the Loan shall have been fully withdrawn
as of the first Principal Payment Date, the principal amount of the Loan repayable by
the Borrower on each Principal Payment Date shall be determined by the Bank by
multiplying: (a) the total principal amount of the Loan withdrawn and outstanding as
of the first Principal Payment Date; by (b) the Installment Share for each Principal
Payment Date, such repayment amount to be adjusted, as necessary, to deduct any
amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion
applies.
Installment Share
Payment Date
(Expressed as a %)
On each April 15 and October 15
Beginning October 15, 2006
through October 15, 2017
4.17%
On April 15, 2018
4.09%
2.
If the proceeds of the Loan shall not have been fully withdrawn as of the first
Principal Payment Date, the principal amount of the Loan repayable by the Borrower on
each Principal Payment Date shall be determined as follows:
(a)
To the extent that any proceeds of the Loan shall have been withdrawn as
of the first Principal Payment Date, the Borrower shall repay the amount withdrawn and
outstanding as of such date in accordance with paragraph 1 of this Schedule.
(b)
Any withdrawal made after the first Principal Payment Date shall be
repaid on each Principal Payment Date falling after the date of such withdrawal in
amounts determined by the Bank by multiplying the amount of each such withdrawal by a
fraction, the numerator of which shall be the original Installment Share specified in
the table in paragraph 1 of this Schedule for said Principal Payment Date (the
Original Installment Share) and the denominator of which shall be the sum of all
remaining Original Installment Shares for Principal Payment Dates falling on or after
such date, such repayment amounts to be adjusted, as necessary, to deduct any amounts
referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies.
3.
(a)
Withdrawals made within two calendar months prior to any Principal
Payment Date shall, for the purposes solely of calculating the principal amounts
payable on any Principal Payment Date, be treated as withdrawn and outstanding on the
second Principal Payment Date following the date of withdrawal and shall be repayable
on each Principal Payment Date commencing with the second Principal Payment Date
following the date of withdrawal.
(b)
Notwithstanding the provisions of sub-paragraph (a) of this paragraph 3,
if at any time the Bank shall adopt a due date billing system under which invoices are
issued on or after the respective Principal Payment Date, the provisions of such
sub-paragraph shall no longer apply to any withdrawals made after the adoption of such
billing system.
4.
Notwithstanding the provisions of paragraphs 1 and 2 of this Schedule, upon a
Currency Conversion of all or any portion of the withdrawn principal amount of the
Loan to an Approved Currency, the amount so converted in said Approved Currency that
shall be repayable on any Principal Payment Date occurring during the Conversion
Period, shall be determined by the Bank by multiplying such amount in its currency of
denomination immediately prior to said Conversion by either: (i) the exchange rate
that reflects the amounts of principal in said Approved Currency payable by the Bank
under the Currency Hedge Transaction relating to said Conversion; or (ii) if the Bank
so determines in accordance with the Conversion Guidelines, the exchange rate
component of the Screen Rate.
Page 16
SCHEDULE 4
Procurement
Section I.
Procurement of Goods and Works
Part A:
General
Goods and works shall be procured in accordance with 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 the following provisions of Section I of this
Schedule.
Part B:
International Competitive Bidding
1.
Except as otherwise provided in Part C of this Section, goods (other than the
anti-retroviral drug and the baby formula supplements referred to in Part A.4 (a) and
(c) of the Project, respectively, as referred to in Section 2.02 of this Agreement)
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 $250,000 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
(a)
Goods (other than the anti-retroviral drug and the baby formula
supplements referred to in Part A.4 (a) and (c) of the Project, respectively,
anti-tuberculosis drugs, vaccines and condoms) estimated to cost less than $250,000
equivalent per contract, up to an aggregate amount not to exceed $3,200,000
equivalent, may be procured under contracts awarded in accordance with the provisions
of paragraphs 3.3 and 3.4 of the Guidelines.
(b)
Works estimated to cost $350,000 equivalent or more per contract shall be
procured under contracts awarded in accordance with the provisions of paragraphs 3.3
and 3.4 of the Guidelines.
(c)
Procurement of goods and works under this Part shall be carried out using
standard bidding documents acceptable to the Bank.
2.
Shopping
Goods (other than the anti-retroviral drug and the baby formula supplements
referred to in Part A.4 (a) and (c) of the Project, respectively, anti-tuberculosis
drugs, vaccines and condoms) estimated to cost less than $100,000 equivalent per
contract, up to an aggregate amount not to exceed $2,790,000 equivalent, may be
procured under contracts awarded on the basis of international or national shopping
procedures, at the Borrower’s option, in accordance with the provisions of paragraphs
3.5 and 3.6 of the Guidelines.
Page 17
3.
Procurement from UN Agencies
(a) Vaccines and anti-tuberculosis drugs, up to an aggregate amount not to
exceed $1,905,000, may be procured from the Pan-American Health Organization; and (b)
condoms, up to an aggregate amount not to exceed $945,000, may be procured from the
United Nations Fund For Population Activities, all in accordance with the provisions
of paragraph 3.9 of the Guidelines.
4.
Procurement of Small Works
Works estimated to cost less than $350,000 equivalent per contract, up to an
aggregate amount not to exceed $1,600,000, may be procured under lump-sum, fixed-price
contracts awarded on the basis of quotations obtained from three (3) qualified
domestic contractors in response to a written invitation. The invitation shall include
a detailed description of the works, including basic specifications, the required
completion date, a basic form of agreement acceptable to the Bank, and relevant
drawings, where applicable. The award shall be made to the contractor who offers the
lowest price quotation for the required work, and who has the experience and resources
to complete the contract successfully.
Part D:
Review by the Bank of Procurement Decisions
1.
Prior Review
(a)
With respect to: (i) each contract for goods to be awarded under Parts
B.1 and C.3 of this Section; and (ii) the first two contracts for works to be awarded
under Part C.1 (b) of this Section, the procedures set forth in paragraphs 2 and 3 of
Appendix 1 to the Guidelines shall apply.
(b)
With respect to the first two contracts for works to be awarded under
Part C.4 of this Section, the following procedures shall apply:
(i)
prior to the selection of any contractor under said Part, the
Borrower shall provide to the Bank a report on the comparison and
evaluation of quotations received;
(ii)
prior to the execution of any contract procured under said Part,
the Borrower shall provide to the Bank a copy of the
specifications and the draft contract; and
(iii)
the procedures set forth in paragraphs 2(f), 2(g) and 3 of
Appendix 1 to the Guidelines shall apply.
2.
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
Consultants’ services shall be procured in accordance with the provisions of the
Introduction and Section IV of the "Guidelines: Selection and Employment of
Consultants by World Bank Borrowers" published by the Bank in January 1997 and revised
in September 1997 and January 1999 (the Consultant Guidelines) and the following
provisions of Section II of this Schedule.
Part B:
Quality- and Cost-based Selection
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
Page 18
thereto, and the provisions of paragraphs 3.13 through 3.18 thereof applicable to
quality- and cost-based selection of consultants.
Part C:
Other Procedures for the Selection of Consultants
1.
Least-cost Selection
Consultants’ services for the Project estimated to cost less than $100,000
equivalent per contract, up to an aggregate amount not to exceed $4,000,000
equivalent, may be procured under contracts awarded in accordance with the provisions
of paragraphs 3.1 and 3.6 of the Consultant Guidelines.
 2.
Individual Consultants
Consultants’ services for specialized activities under the Project, as approved
by the Bank, and for tasks that meet the requirements set forth in paragraph 5.1 of
the Consultant Guidelines, up to an aggregate amount not to exceed $1,800,000
equivalent, 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 Bank of the Selection of Consultants
1.
Prior Review
(a)
With respect to each contract for the employment of consulting firms for
estimated to cost the equivalent of $100,000 or more, 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 consulting firms
estimated to cost the equivalent of $50,000 or more, but less than the equivalent of
$100,000, the procedures set forth in paragraphs 1, 2 (other than the second
subparagraph of paragraph 2 (a)) and 5 of Appendix 1 to the Consultant Guidelines
shall apply.
(c)
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 Bank 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.