CREDIT NUMBER 69870-CM Financing Agreement (Acceleration of the Digital Transformation of Cameroon Project) between REPUBLIC OF CAMEROON and INTERNATIONAL DEVELOPMENT ASSOCIATION CREDIT NUMBER 69870-CM FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between REPUBLIC OF CAMEROON ("Recipient") and INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association") for the purpose of assisting in financing the project described in Schedule 1 to this Agreement ("Project"). The Recipient and the Association 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 II - FINANCING 2,01. The Association agrees to extend to the Recipient a credit, which is deemed as Concessional Financing for purposes of the General Conditions. in an amount equivalent to eighty four million one hundred thousand Euros (EUR 84.100.000) (variously, "Credit" and "Financing"), to assist in financing the project described in Schedule I to this Agreement ("Project"). 2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Maximum Commitment Charge Rate is one-half of one percent (1/2 of 1%) per annum on the Unwithdrawn Financing Balance. 2.04. The Service Charge is the greater of: (a) the sum of three-fourths of one percent (3/4 of 1%) per annum plus the Basis Adjustment to the Service Charge; and (b) three-fourths of one percent (3/4 of 1 %) per annum: on the Withdrawn Credit Balance. 2.05. The Interest Charge is the greater of: (a) the sum of one and a quarter percent (1.25%) per annum plus the Basis Adjustment to the Interest Charge: and (b) zero percent (0%) per annum; on the Withdrawn Credit Balance. 2.06. The Payment Dates are February 15 and August 15 in each year. 207 The principal amount of the Credit shall be repaid in accordance with the repayment schedule set forth in Schedule 3 to this Agreement. 2.08. The Payment Currency is EUro. ARTICLE III - PROJECT 301. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient 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-REMEDIES OF THE ASSOCIATION 4.01. The Additional Event of Suspension consists of the following. namely that, the Manual of Agricultural Input Subsidy Procedures has been amended, suspended. abrogated, repealed or waived so as to affect materially and adversely the ability of the Recipient to perform any of its obligations under this Agreement. 4.02. The Additional Event of Acceleration consists of the following, namely that, the event specified in Section 4.01 of this Agreement occurs and is continuing for a period ofthirty (30) days after notice of the event has been given by the Association to the Recipient. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Additional Condition of Effectiveness consists of, namely. that the Project Implementation Manual has been prepared and adopted in form and manner satisfactory to the Association. 5.02. The Effectiveness Deadline is the date ninety (90) days after the Signature Date. 5.03. For purposes of Section 10.05 (b) of the General Conditions, the date on which the obligations of the Recipient under this Agreement (other than those providing for payment obligations) shall terminate is twenty (20) years after the Signature Date. ARTICLE VI - REPRESENTATIVE, ADDRESSES 6,01. The Recipient's Representative is its minister responsible for the economy. planning and regional development. 6.02. For purposes of Section 11.01 of the General Conditions: (a) the Recipient's address is: Ministry of Economy. Planning, and Regional Development Yaound6 Cameroon: and (b) the Recipient's Electronic Address is: -3- Facsimile: +237 222 22 15 09 603. For purposes of Section 11.01 of the General Conditions: (a) The Association's address is: International Development Association 1818 H Street. N.W. Washington. D.C. 20433 United States of America: and (b) the Association's Electronic Address is: Telex: Facsimile: 248423 (MCI) 1-202-477-6391 AA -4- AGREED as of the Signature Date. REPUBLIC OF CAMEROON By Aut'horized Representative Namec Title: Date: INTERNATIONAL DEVELOPMENT ASSOCIATION By Authorized Representative Name: 41i A.L Title: _ _ _ _ _ _ _ Date: -5- SCHEDULE I Project Description The objectives of the Project are to increase digital inclusion and the use of digital agricultural solutions by selected agricultural value chain actors. The Project consists of the following Parts: Part 1: Enabling Strategy, Policy, and Regulation for Digital Inclusion and Transformation 1.1: Establishing an enabling environment for a vibrant broadband market Support the review and stren thening of the legal. regulatory, and policy framework of the Recipient's telecom sector through: (a) the development of a 5- tol0-year digital strategy. with the integration of cvbersecurity and data protection, as well as gender equality considerations: (b) the reform of the telecom sector's licensing and fiscal regulatory framework. and of the spectrum management policy framework: (c) the preparation of tenders for the deployment of broadband in rural areas and the launch of programs tailored to women and vulnerable groups, as well as the promotion and financing of shared access to radio infrastructure in remote areas of the Recipient selected in accordance with criteria set forth in the PIM: (d) the development of an electronic waste management strategy to reduce the digital sector's carbon and environmental footprint through electronic waste collection, dismantling, refurbishing, and recycling: (c) the development of an action plan to improve the resilience of digital networks and digital services to support post-disaster recovery and emergency communications. including the creation of a master geographic information system (GIS). infrastructure system, a GIS data recovery system, and an early warning system supported by mobile operators and internet service providers: (f) the preparation of a strategy for the sector's regulator, including strategic, administrative, and operational plans: -6- (g) the review and update of: (i) wholesale markets regulations (in particular international and national fiber optic connectivity) (ii) the definition of an ex ante asymmetric sector regulation approach to facilitate the entry of new participants: (iii) the development of an appropriate regulatory framework for over-the-top (OTT) operators, and (iv) the operationalization of efficient cross-border interconnections: (h) the strengthening of the Recipient's telecom regulator's ability to monitor and regulate the prices and service quality of retail markets, to produce statistical data, and to manage disputes between operators: (i) the establishment of a policy framework for public rights-of-way to help ensure fiber optic deployment, and the review of networks construction code: (j) the development of a collaborative framework between governmental agencies to facilitate infrastructure sharing through access to other public infrastructure to lower the cost of fiber deployment: (k) the provision of Training sessions and capacity-building programs to MINPOSTEL. ART. and ANTIC and (1) the acquisition of critical equipment for ART, including, inter alia, for broadband service quality monitoring and spectrum interference monitoring. 1.2: Establishing an enabling enviromnent for safe and resilient digital services Support the review and strengthening of the online trust environment, through: (a) the preparation of a draft data protection law aligned with international standards set forth in the PIM. the preparation of draft amendments to the Cybersecurity and Cybercrime Law in line with international standards set forth in the PIM. and the preparation of draft amendments to the Law on Electronic Commerce: (b) the assessment of critical infrastructure's risks, including climate change risks: (c) the development and implementation of a methodologv for the identification of one or two critical sectors, operators, and assets, as well as the establishment and implementation of a regulation around asset protection relative to criticality levels: (d) the development of incident response plans: -7- (e) the provision of Training and capacity-building programs. especially for dedicated network security entities such as ANTIC's computer emergency response team (CERT) and the computer security departments of other governmental agencies: and (f) the acquisition of software and hardware equipment for ANTIC's CERT. such as firewalls. intrusion detection and prevention systems. anti- malware tools. network access control products, and security information and event management products. 1.3: Strengthening the digital sector's institutional structure and capacity Support the development of a comprehensive, strategic vision for digital reform. especially the strategic repositioning of key public stakeholders in the digital sector, through: (a) (i) carrying out the review of the objectives. mandates, and strategic repositioning of CAMTFL: (ii) provision of support to CAMTEL at the strategic, organizational. operational. and marketing levels for it to adapt to the new regulatory environment. embrace technological innovation, and address legacy organizational difficulties: and (iii) supporting the review of the institutional arrangements of the telecom sector to clarify the mandates of the different key ministries and public entities. as further set out in the PIM. (b) Provision of targeted support to entities of the Recipient that promote digital skills and digital entrepreneurship, including support to organizations that target marginalized communities, including at-risk youth, low-income women, and rural populations, all selected in accordance with criteria set out in the PIM. (c) Provision of training and capacity-building programs in digital transformation for government officials selected in accordance with criteria set out in the PIM. (d) Support for the adoption of digitally-enabled 'frontier technologies' related to climate change adaptation and mitigation. in areas of the Recipient selected in accordance with criteria set out in the PIM. Part 2: Digital Connectivity and Inclusion 2.1: Extending digital networks (a) Support the fitling of network coverage gaps in digital infrastructure, notably in rural areas of the Recipient selected in accordance with criteria set out in the PIM. through: -8- (i) infrastructure and service mapping of the current availability of the digital infrastructure and service availability. validated through consultations with the private sector (ii) demand mapping of the topology and quantification of digital services (voice and data) to address the needs of end users (rural farmers, female entrepreneurs, and local public administrations). considering gender gaps in access, affordability, and usage and (iii) mapping the existing and planned investments in digital infrastructure by the private and public sectors. (b) Support the elaboration of a detailed strategy to roll out digital connectivity through a competitive bidding process for areas where market failure is confirmed. (c) Provision one-time CAPEX Subsidies to private telecom operators. selected in accordance with the provisions of the PPP Manual ("Selected Operators"), that will be responsible for installing. operating, and maintaining broadband infrastructure on an open-access basis. (d) Support the elaboration of a PPP Manual to describe the major transaction cycles and fund flow processes for public-private partnerships, including the preparation of the relevant tender documents for installing, operating. and maintaining broadband infrastructure on an open-access basis ("PPP Projects"). as further set out in the PIM. (e) Support the tendering process and subsequently the implementation phases of projects under public-private partnerships. 2.2: Establishing the last-mile connection to key public entities (a) Support the digital connection of key public entities and sites within the areas of intervention, including: (i) rural hospitals and health centers; decentralized territorial units: (ii) schools and universities: and (iii) agricultural centers. especially those targeted under Part 3. (b) Support the financing of telecom equipment. devices, and internet subscriptions to deliver a comprehensive connectivity solution to the beneficiaries selected pursuant to criteria set forth in the PIM, including financing to cover: (i) an up-front commitment to the pre-purchase of internet bandwidth from telecom and broadband operators under indefeasible right of use contracts pursuant to the form set forth in the PIM: (ii) the acquisition of digital equipment such as antennas, modems, hot spot routers. wireless routers, access points, and repeaters (powered by renewable energy when possible) to enable Wi-Fi at selected locations. such as school campuses. parks, and playgrounds; (iii) the acquisition of broadband-enabled devices and their installation in locations selected -9- pursuant to the criteria set forth in the PIM: and (iv) the acquisition, delivery and installation of power supply equipment and power-charging units. 2.3: Financing demand-side interventions Finance interventions that seek to increase the demand for broadband services, with a special focus on closing the digital gender divide through: (a) The implementation of financing mechanisms to improve the affordability of handsets to facilitate the payment for devices by end users; (b) Provision of Training and capacity-building programs to increase digital and financial literacy rates for key public entities and end users, especially the youth, women, and people with disabilities, while incorporating gender-inclusive design elements to maximize women's training participation and employment outcomes. including in-person training. online training modules, peer learning, and mentorship: and (c) Development of digital content and services and carrying out impactful communication campaigns to enhance awareness around digital services and the possibilities and opportunities they enable. Part 3: Facilitating the Implementation of Data-Driven Solutions in the Agricultural Sector 3.1: Developing public goods and foundations for data-driven agriculture (a) Support the development of three digital agriculture management information systems to improve policy making at the national and regional levels by leveraging the digital data information systems through: (i) Implementing a digital system for the collection, reporting. centralization, processing, and dissemination of agropastoral statistical data to allow the collection of a large amounts of national data and its quick and easy repatriation and the dissemination in real time on a web platform designed for this purpose. and provide timely and predictable disaster information to deliver early warning and preparedness to agro-pastoral communities: (ii) Providing technical support to MINEPIA for the development of a functional information system with a georeferenced database. alert, and response system in the livestock. fisheries, and animal industries sub-sector. setting up an epidemiological surveillance information system for the early detection of disease outbreaks, -10- operationalizing the Animal Health Emergency Operations Center and Special Rapid Intervention Unit mobile teams, and strengthening the capacities of veterinary services and actors in the livestock sectors in epidemiological surveillance and crisis management: (iii) Carrying out the interactive mapping of cultivable soil systems, to produce detailed maps of soil types, properties, crops, and production techniques recommended to the different agroecological zones of the Recipient. (b) Strengthen the enabling environment on the supply side. with a focus on capacity building and coordination between MINEPIA. MINADER. and affiliated agencies, through: (i) Regulatory framework strengthening. improving the regulatory framework for agricultural markets and digital agricultural technologies; (ii) Skills and human resources development. Providing Training for the development of a core group of policy makers or 'change agents' within MINADER and MINEPIA with higher capacity to lead digital solutions- to champion the digital transformation agenda: (iii) Agricultural Data Unit establishment. Establishing an agricultural data unit to include statisticians, data scientists, agriculture experts. and policymakers to contribute to the Project's sustainability: (iv) Online platform for administrative procedures at MINADER and MINEPIA (e-agropastoral procedures). Developing a web-free access platform for administrative procedures at MINADER and MINEPIA for the submission and management of selected procedures to save cost and time for farmers and livestock owners while improving the quality of public services provided by these ministries. 3.2: Facilitating smallholder engagement in productivity-enhancing. data-driven digital agriculture. (a) Design, support. manage. and provide capacity building on. a targeted agricultural Eligible Input subsidy program. (b) Support the targeted agricultural Eligible Input subsidy program through E-Vouchers to Eligible Farmers selected in accordance with the criteria set forth in the E-Voucher Manual. prioritizing, inter alia, climate-smart agriculture technologies such as heat- and drought-resistant seed varieties. -l- integrated soil and fertility management. and on-farm irrigation equipment as part of the menu of inputs offered through the program. 3.3: Strengthening digital innovation and entrepreneurial capacity (a) Support the modernization and digitalization of rural agricultural training and animation centers managed by MINADER and MINEPIA. including at the infrastructure level (digital connectivity, equipment. and devices) and the software level (digital skills training). to build the capacity of the students and trainers, setting up a digital library to facilitate access to documentation for learners in the rural sector. and acquiring the on-farm management software. (b) Accelerate the growth of high-potential local startups. through: (i) Carrying out a landscape analysis to determine the agricultural sector's needs, identifying the existing agritech startups. highlighting the key features that farmers look for in agritech solutions, identifying barriers to women's entrepreneurship and participation in the agritech space. and informing strategies to address these challenges: (ii) Implementing a startup selection mechanism following a contest model, including startups providing services on agricultural productivity. storage. market links, as well as climate-smart agriculture practices. The startup selection criteria will include those with climate outcomes. such as innovations or climate-smart agriculture practices that reduce climate risk in the project intervention areas: and (iii) Establishing an acceleration program in collaboration with MINEPIA, MINADER, local universities. and other relevant entities selected in accordance with criteria set forth in the PIM. to provide physical space, funding: mentorship; access to networks: and technical. legal. and financial services to agritech. health. education and fintech entrepreneurs. incorporating gender- sensitive design features to maximize women's participation and successful outcomes. including hiring female trainers. offering women-only training cohorts, ensuring training locations are easily and safely accessible by women. and ensuring that training times are convenient for female trainees. (c) Support productive partnerships between agritech entrepreneurs and agricultural producers through: -12- (i) Supporting the provision of customized services to Matching Grants Beneficiaries by agritech startups selected in accordance with the criteria set out in the PIM: and (ii) Provision of Matching Grants to Matching Grant Beneficiaries for commercialization and post-harvest marketing activities leveraging digital agricultural technologies provided by the agritech startups referred to in Part 3.3(c)(i) above. Part 4. Project management and citizen engagement Support the PlU in the Project's management, coordination and implementation. including. inter alia: (a) fiduciary administration and oversight. including audits: (b) implementation, monitoring and reporting the environmental and social requirements in accordance with the ESCP; and (c) implementation of citizen engagement mechanisms. Part 5. Contingent Emergency Response Component Provision of immediate response to an Eligible Crisis or Emergency, as needed. -13- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements. Project Implementation Unit (PIU) The Recipient shall maintain throughout the implementation of the Project. and vest onto it the day-to-day Project implementation responsibilities. a Project Implementation Unit (PIU) within MINPOSTEL. with functions, responsibilities. resources and composition satisfactory to the Association. as set forth in the Project Implementation Manual. including at a minimum: a Project coordinator, a procurement specialist. a financial management specialist, and an accountant, and hire within ninety (90) days from the Effective Date an environmental specialist and a social specialist. a GBV specialist, a monitoring and evaluation specialist, a communications specialist, an agriculture manager, an information and communications technologies (ICT) manager. and an e-voucher advisor. 2. Steering Committee No later than three (3) months after the Effective Date, the Recipient shall establish and maintain throughout the implementation of the Project, a Project Steering Committee. to provide strategic guidance to the PIU, and to approve Annual Work Plans and Budgets. which shall be chaired by MINPOSTEL. and include high- level representatives of inter alia. the office of the President of the Recipient, the office of the Prime Minister of the Recipient, MINEPAT: MINEPIA: MINADER: MINFI. MINDDEVEL, ART. ANTIC. CAA. a selected digital consumer association, and others as necessary. as further provided in the PIM. 3. Technical Committees No later than thirty (30) days after the Effective Date, the Recipient shall establish and maintain two Technical Committees to provide technical guidance to the PIU. and shall include technical experts from the ministries involved as well as representatives from national and regional entities such as telecom operators and internet service providers, local agritech entrepreneurs, farner groups. academia and local governments, as appropriate. The ICT Technical Committee shall be chaired by MINPOSTEL. and the Agricultural Technical Committee shall be chaired by MINADER and MINEPIA. tv -14- 4. Ad-hoc Committees The Recipient may form specific ad-hoc committees from time to time, within the Technical Committees, to address specific Project implementation issues. as necessary, in form and manner acceptable to the Association, and pursuant to terms of reference set forth in the PIM. B. Project Manuals I. Project Implementation Manual The Recipient shall prepare, in accordance with terms of reference acceptable to the Association, a manual (the "Project Implementation Manual" or "PIM"). containing detailed Project implementation arrangements and procedures for: (a) institutional coordination and day-to-day execution of the Project: (b) Project budgeting. disbursement and financial management, including a detailed financial management procedures manual approved by the stakeholders involved in the Project: (c) procurement: (d) monitoring. evaluation. reporting and communication: and (e) such other administrative, financial. technical and organizational arrangements and procedures as shall be required for the Project. 2, PPP Manual Prior to implementing Part 2.1(c) of the Project, the Recipient shall. prepare, in accordance with terms of reference acceptable to the Association. a public-private partnership manual ("PPP Manual") that shall contain inter alia: (a) detailed procedures and criteria for the selection of the locations for the broadband infrastructure: (b) major transaction cycles and fund flow processes: (c) authorization procedures for transactions: (d) financial and accounting policies: (e) budgeting procedures: (f) financial forecasting procedures: (g) procurement and contract administration monitoring procedures: (h) the components of the PPP Projects to be delivered: (i) the procedures for granting CAPEX Subsidies: and () auditing arrangements including, hirer alia: (i) the prioritization of the selected locations PPP Project implementation. (ii) the access services offered, (iii) the infrastructures that will be financed (with technical architectures and specifications), (iv) contributions from the public and private parties and governance mechanisms to ensure compliance with the contract. (v) award mechanism (contractual structure. eligibility criteria for bidders. eligibility and evaluation rules for submitted projects. (vi) public communication of results. and (vii) effective implementation and monitoring of the contracts with the financing of the Selected Operator. -15- 3. E-Vouchers Manual Prior to implementing Part 3.2 of the Project. the Recipient shall prepare and adopt an F-Vouchers manual. in form and substance satisfactory to the Association, to be annexed to the PIM as soon as adopted. and giving details of the guidelines and procedures governing F-Vouchers, including inle- alia: (a) guidelines and detailed procedures for provision of, and terms and conditions for receipt of E-Vouchers under Part 1(a) of the Project: and (b) eligibility criteria, guidelines and detailed procedures for selection of Eligible Farmers and Eligible Inputs (including, the methodology for establishing and revising the unit price of each Eligible Input which unit price shall be calculated on the basis of a methodology satisfactory to the Association). 4. Matching Grants Manual The Recipient shall prepare and adopt a matching grants manual. (the "MG Manual") in form and substance satisfactory to the Association and giving details of the guidelines and procedures governing Matching Grants, including: (a) eligibility criteria applicable to potential Matching Grant Beneficiaries and Subproject proposals: (b) procedures for the award of Matching Grants and selection of Matching Grant Beneficiaries (c) templates for Matching Grant Agreements: and (d) fiduciary and technical control mechanisms applicable to Subprojects. together with remedies for non-compliance. and appropriate complaint-handling mechanisms- 5. The Recipient shall afford the Association a reasonable opportunity to review such PIM. PPP Manual, E-Vouchers Manual, and MG Manual, as each one is prepared, and shall thereafter adopt each such Project Manual as shall have been approved by the Association. 6. The Recipient shall ensure to incorporate into the PIM. in the order each Project Manual is adopted. the PPP Manual, the E-Voucher Manual, and the MG Manual. 7. The Recipient shall carry out the Project in accordance with the Project Manuals and shall not assign. amend, abrogate. or waive. or permit to be assigned, amended. abrogated, or waived, the aforementioned manials. or any provision thereof. without the prior written agreement of the Association. 8. Notwithstanding the foregoing. in the event of any inconsistency between the provisions of the Project Manuals and those of this Agreement, the provisions of this Agreement shall prevail. -16- C. Annual Work Plans and Budgets 1. No later than December I of each calendar year, the Recipient shall prepare a draft annual work plan and budget for the Project (including Training and Operating Costs) for the subsequent fiscal year of Project implementation. of such scope and detail as the Association shall have reasonably requested. 2. The Recipient shall afford the Association a reasonable opportunity to review such draft annual work plan and budget. and thereafter shall carry out (or cause to be carried out) such annual work plan and budget during such subsequent calendar year as shall have been approved by the Association ("Annual Work Plan and Budget"). Only those activities that are included in an Annual Work Plan and Budget shall be eligible for financing out of the proceeds of the Financing. 3. The Recipient shall ensure that any training proposed to be included in an Annual Work Plan and Budget. shall include. in/er alia: (a) particulars of the training envisaged; (b) the criteria for selection of the personnel to be trained, and such personnel. if known: (c) the selection method of the institution or individuals conducting such training; (d) the institution conducting such training. if identified: (e) the purpose and justification for such training (f) the location and duration of the proposed training: and (g) the estimate of the cost of such training. 4. Annual Work Plans and BLdgets may be revised as needed during Project implementation subject to the Association's prior written agreement. D. CAPEX Subsidies I. For the purposes of Part 2.2(b) of the Project, the Recipient shall cause each Selected Operator to provide a PPP Project selected according to eligibility criteria and selection procedures set forth in the PPP Manual and carried out according to administrative, procurement, financial management, safeguards. monitoring and evaluation procedures and arrangements set forth in the PPP Manual. 2. Prior to carrying out of Part 2.2(b) of the Proj ect, the Recipient shall enter into one or more, as applicable, operator's contracts with one or more, as applicable. Selected Operators in accordance with the provisions of Section 5.13 of the General Conditions under terms and conditions approved by the Association for such purpose (each a "CAPEX Subsidies Agreement"). 3. Each CAPEX Subsidies Agreement shall include the following terms and conditions and other such conditions as may be specified in the PPP Manual: (a) the CAPEX Subsidies shall be provided on a non-reimbursable grant basis: -17- (b) the Recipient shall require the Selected Operator to: (i) deliver the relevant PPP Project with due diligence and efficiency and in accordance with sound technical. economic, financial, managerial, environmental and social standards and practices satisfactory to the Association; (ii) provide, promptly as needed, the resources required for the purpose (iii) procure the goods and services to be financed out of the CAPEX Subsidies in accordance with the provisions of this Agreement: (iv) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of the PPP Project(s) and the achievement of its objectives: (v) (A) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Association. both in a manner adequate to reflect the operations, resources and expenditures related to the PPP Project(s); and (B) at the Association's or the Recipient's request, have such financial statements audited by independent auditors acceptable to the Association. in accordance with consistently applied auditing standards acceptable to the Association, and promptly furnish the statements as so audited to the Recipient and the Association: (vi) enable the Recipient and the Association to inspect the Selected Operator. its operation and any relevant records and documents; and (vii) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing; (c) the Recipient shall exercise its rights under the relevant CAPEX Subsidies Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of said Part 2.2(c) of the Project: (d) the relevant Selected Operator shall have the right to further use of the proceeds of the CAPEX Subsidies suspended or terminated or have the obligation to refund all or any part of the amount of the CAPEX Subsidies then withdrawn, upon the Selected Operator's failure to perform any of its obligations under any CAPEX Subsidies Agreement; and (e) except as the Association shall otherwise agree in writing, the Recipient shall not assign. amend. abrogate. or waive. or permit to be assigned. amended, abrogated, or waived, any CAPEX Subsidies Agreement or any of its provisions. E. E-Vouchers 1. No later than one hundred eighty (180) days from the Effective Date, the Recipient. through MINPOSTEL. shall recruit, appoint, and thereafter maintain the Voucher Management Agency (VMA) on terms of reference and with staff and functions -18- acceptable to the Association, to facilitate the implementation of Part 3.2 of the Project. 2. For purposes of carrying out Part 3 of the Project, the Recipient, through MINPOSTEL, MINADER. and MINEPIA shall ensure that the selection of each Eligible Farmer and Eligible Input and Subproject complies with the process and eligibility criteria set forth in the E-Vouchers Manual including, inter alia: (a) that each E-Voucher Beneficiary has entered into an agreement with the VMA (the VMA Financing Agreement) to co-finance the cost of the Eligible Inputs. under terms and conditions satisfactory to the Association; and (b) that the Eligible Inputs shall be approved by the VMA. in accordance with terms of reference set forth in the E-Vouchers Manual. F. Matching Grants 1 . For purposes of carrying out Part 3.3 (c) of the Project. the Recipient shall provide Matching Grants to eligible Matching Grant Beneficiaries for the implementation of eligible Subprojects in accordance with the eligibility and selection criteria and procedures acceptable to the Association and elaborated in the Matching Grants Manual. and make no payments of any Matching Grants to any Matching Grant Beneficiary unless and until the conditions for such payment. as set out in this agreement, the Matching Grant Manual and each respective Matching Grant Agreement, are satisfied. 2. The Recipient shall make each Matching Grant under a Matching Grant Agreement with the respective Matching Grant Beneficiary on terms and conditions approved by the Association, which shall include inter alia the following: (a) the Recipient shall obtain rights adequate to protect its interests and those of the Association: (b) the amount of the Matching Grant provided to the Matching Grant Beneficiary, and the description of the customized services to be provided by agritech startups to. and activities to be implemented by. the Matching Grant Beneficiary and financed by such Matching Grant. ("Subproject"); (c) the right of the Recipient to suspend or terminate the right of the Matching Grant Beneficiary to use the proceeds of the Matching Grant. or obtain a refund of all or any part of the amount of the Matching Grant then withdrawn, upon the Grant Beneficiary's failure to perform any of its obligations under the Grant Agreement: and -19- (d) the requirement that each Matching Grant Beneficiary shall: (i) carry out the Subproject with due diligence and efficiency and in accordance with sound technical, economic, financial. managerial and environmental standards and practices satisfactory to the Association, including the requirements set out in the Anti- Corruption Guidelines applicable to the recipients of the loan proceeds other than the Recipient: (ii) provide. promptly as needed, the resources required for the purpose: (iii) procure the goods and services to be financed out of the Matching Grant in accordance with the Procurement Regulations; (iv) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress of the Subproject and the achievement of its objectives; (v) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Association. both in a manner adequate to reflect its operations, including the operations, resources and expenditures related to the Subproject and at the Association's or the Recipient's request, have such financial statements audited by independent auditors acceptable to the Association, in accordance with consistently applied auditing standards acceptable to the Association. and promptly furnish the statements as so audited to the Recipient and the Association, and permit the Association to make such statements as so audited available to the public. along with the Matching Grant Agreement: (vi) enable the Recipient and the Association to inspect the Subproject. its operation and any relevant records and documents: and (vii) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing. 3. The Recipient shall exercise its rights and carry out its obligations under each Matching Grant Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree. the Recipient shall not assign. amend, abrogate or waive any Matching Grant Agreement or any of its provisions. -20- G. Contingent Emergency Response L In order to ensure the proper implementation of contingent emergency response activities under Part 5 of the Project ("Contingent Emergency Response Part"), the Recipient shall ensure that: (a) a manual ("CERC Manual") is prepared and adopted in form and substance acceptable to the Association, which shall set forth detailed implementation arrangements for the Contingent Emergency Response Part, including: (i) any structures or institutional arrangements for coordinating and implementing the Contingent Emergency Response Part: (ii) specific activities which may be included in the Contingent Emergency Response Part, Eligible Expenditures required therefor ("Emergency Expenditures"), and any procedures for such inclusion; (iii) financial management arrangements for the Contingent Emergency Response Part: (iv) procurement methods and procedures for the Contingent Emergency Response Part: (v) documentation required for withdrawals of Financing amounts to finance Emergency Expenditures: (vi) a description of the environmental and social assessment and management arrangements for the Contingent Emergency Response Part: and (vii) a template Emergency Action Plan; (b) the Emergency Action Plan is prepared and adopted in form and substance acceptable to the Association: (c) the Emergency Response Part is carried out in accordance with the CERC Manual and the Emergency Action Plan: provided. however, that in the event of any inconsistency between the provisions of the CERC Manual or the Emergency Action Plan and this Agreement, the provisions of this Agreement shall prevail: and (d) neither the CERC Manual or the Emergency Action Plan is amended, suspended. abrogated. repealed or waived without the prior written approval by the Association. 2. The Recipient shall ensure that the structures and arrangements referred to in the CERC Manual are maintained throughout the implementation of the Contingent Emergency Response Part, with adequate staff and resources satisfactory to Association. 3. The Recipient shall ensure that: (a) the environmental and social instruments required for the Contingent Emergency Response Part are prepared. disclosed and adopted in AJ -21- accordance with the CERC Manual and the ESCP. and in form and substance acceptable to the Association; and (b) the Contingent Emergency Response Part is carried out in accordance with the environmental and social instruments in a manner acceptable to the Association. 4. Activities under the Contingency Emergency Response Part shall be undertaken only after an Eligible Crisis or Emergency has occurred. H. Environmental and Social Standards. 1 . The Recipient, through MINPOSTEL. shall ensure that the Project is carried out in accordance wvith the Environmental and Social Standards. in a manner acceptable to the Association. 2. Without limitation upon paragraph I above. the Recipient, through MINPOSTEL, shall ensure that the Project is implemented in accordance with the Environmental and Social Commitment Plan ("ESCP"), in a manner acceptable to the Association. To this end, the Recipient. through MINPOSTEL, shall ensure that: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, as provided in the ESCP; (b) sufficient funds are available to cover the costs of implementing the ESCP: (c) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the ESCP, as provided in the ESCP: and (d) the FSCP. or any provision thereof is not amended, repealed. suspended or waived, except as the Association shall otherwise agree in writing, as specified in the ESCP. and ensure that the revised ESCP is disclosed promptly thereafter. 3. In case of any inconsistencies between the ESCP and the provisions of this Agreement. the provisions of this Agreement shall prevail. 4. The Recipient. through MINPOSTEL. shall ensure that: (a) all measures necessary are taken to collect, compile, and furnish to the Association through regular reports. with the frequency specified in the ESCP. and promptly in a separate report or reports, if so requested by the Association, information on the status of compliance with the ESCP and the environmental and social instruments referred to therein. all such reports in form and substance acceptable to the Association, 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) the Association is promptly notified 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. in accordance with the ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. 5. The Recipient, through MINPOSTEL. shall establish. publicize, maintain and operate an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of Project-affected people, and take all measures necessary and appropriate to resolve, or facilitate the resolution of. such concerns and grievances, in a manner acceptable to the Association. 6. The Recipient, through MINPOSTEL, shall ensure that all bidding documents and contracts for civil works under the Project include the obligation of contractors, and subcontractors and supervising entities to: (a) comply with the relevant aspects of ESCP and the environmental and social instruments referred to therein: and (b) adopt and enforce codes of conduct that should be provided to and signed by all workers, detailing measures to address environmental, social. health and safety risks, and the risks of sexual exploitation and abuse, sexual harassment and violence against children. all as applicable to such civil works commissioned or carried out pursuant to said contracts. I. PBC Verification Arrangements L The Recipient shall engage, under terms of reference and with qualifications satisfactory to the Association, an Independent Verification Agent. for purposes of carrying out the Independent Verification. 2. The Recipient shall ensure independent monitoring and evaluation of the Project. through the carrying out of an Independent Verification certifying the extent to which, in respect of the PBCTs: (a) Eligible Expenditures under the Project have been incurred in compliance with the arrangements provided for in this Agreement. and in the Project Implementation Manual: (b) the PBCTs have been met; and (c) the DFIL has been adhered to by the Recipient. 3. Prior to the submittal of any withdrawal application in respect of a PBCT. the Recipient shall furnish to the Association an Independent Verification Report including all the findings and results from the Independent Verification, as well as -23- the certifications from the Independent Verification Agent of achievement of the respective PBCTs. Section IL Project Monitoring, Reporting and Evaluation The Recipient shall furnish to the Association each Project Report not later than forty-five (45) days after the end of each calendar semester, covering the calendar semester. Section III. Withdrawal of the Proceeds of the Financing 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 Recipient may withdraw the proceeds of the Financing to: (a) finance Eligible Expenditures: and (b) repay the Preparation Advance: in the amount allocated and, if applicable, tIp to the percentage set forth against each Category of the following table: Category Amount of the Percentage of Credit Allocated Expenditures to be (expressed in EUR) Financed (inclusive of Taxes) (1) Goods, works, non-consulting services, and 49.953.000 100% consulting services. Operating Costs and Training for Parts I (except 1.1(b), 1.1(f) through C). 1.1(1). 1.2(a), 1 .3(a)(i) and I.3(a)(iii)). 2 (except 2.1(a) and 2.1(c)). 3 (except 3.2(b) and 3.3.(c)(ii)). 4. and 5 of the Project (2) Goods, Non-consulting services. consulting 12.195.000 100% services, and Training for PBCs under Parts 1.1(b), 1.1(f) through (). 1.1(1). 1.2(a). I.3(a)(i). 1.3(a)(ii) and 2.1(a) of the Project (3) CAPEX Subsidies under Part 2.1(c) of the 6,728.000 100% Project (4) E-Vouchers under Part 3.2(b) of the Project 8.747.000 100% A) -24- (5) Goods. Non-consulting services, and consulting 3.701.000 100% services for Matching Grants under Part 3.3(c)(ii) of the Project (6) Emergency Expenditures under Part 5 of the 0 100% Project (7) Refund of Preparation Advance 2.776.000 Amount payable pursuant to Section 207 (a) of the General Conditions TOTAL AMOUNT 84.100.000 B. Withdrawal Conditions; Withdrawal Period I. Notwithstanding the provisions of Part A above. no withdrawal shall be made: (a) for payments made prior to the Signature Date: (b) for payments for PBCs under Category (2), until and unless the Recipient has furnished evidence satisfactory to the Association that the respective PBCTs under said PBC have been achieved: (c) For payments for CAPEX Subsidies under Category (3). unless: (i) the PPP Manual has been adopted. in form and substance satisfactory to the Association, and (ii) at least one CAPEX Subsidies Agreement has been executed with a Selected Operator in form and substance satisfactory to the Association: (d) for payments for E-Vouchers under Category (4). until: (i) the E-Vouchers Manual has been adopted. in form and substance satisfactory to the Association; (ii) the Recipient shall have recruited voucher management agency (VMA) in form and manner satisfactory to the Association: and (iii) the Recipient has adopted a form VMA Financing Agreement satisfactory to the Association. -25- (e) for payments for Matching Grants under Category (5) until: (i) the Recipient has prepared and adopted, in form and substance satisfactory to the Association, the Matching Grants Manual: and (ii) at least one Matching Grant Agreement has been executed with a Matching Grant Beneficiary in form and substance satisfactory to the Association. (f) inder Category (6) for Emergency Expenditures under Part 5 of the Project. unless and until all the following conditions have been met in respect of said expenditures: (i) (A) the Recipient has determined that an Eligible Crisis or Emergency has occurred, and has furnished to the Association a request to withdraw Financing amounts under Category (6): and (B) the Association has agreed with such determination, accepted said request and notified the Recipient thereof: and (ii) the Recipient has adopted the CERC Manual and Emergency Action Plan, in form and substance acceptable to the Association. 2. Notwithstanding the provisions of paragraph B.1(b) of this Section, if the Association is not satisfied that any PBC under Category (2) has been achieved by the date by which the respective PBC is set to be achieved. as set forth in Schedule 4 to this Agreement, the Association may at any time. and by notice to the Recipient, decide, in its sole discretion to: (a) withhold the unwithdrawn proceeds of the Credit then allocated to said PBCT until the Association is satisfied that said PBCT has been fully achieved: or (b) (1) reallocate all or a portion of the proceeds of the Credit then allocated to said PBCT to any other PBCT: and/or (2) cancel all or a portion of the proceeds of the Financing then allocated to said PBCT. 3. Notwithstanding the provisions of paragraphs B.l(b) and B.2 above, the Association shall not be required to make further disbursements if the Recipient shall have failed to furnish to the Association, within the period of time specified in Section 1.1-3- of Schedule 2 to this Agreement. any of the Independent Verification Reports required to be furnished to the Association pursuant to said Section. 4. If. at any time, the Association determines that any portion of the amounts withdrawn by the Recipient under Category (2) was made: (a) for ineligible expenditures: or (b) not in compliance with the provisions of Part B.2 of this -26- Section, the Recipient shall promptly refund any such amount to the Association as the Association shall specify by notice to the Recipient. The Association shall then cancel such refunded amount. 5. The Closing Date is March 3 1 2027. -27- SCHEDULE 3 Repayment Schedule Principal Amount of the Credit Date Payment Due repayable - (expressed as a percentage)*- On each February 15 and ALUgUSt 15: commencing FebrUary 15, 2027 to and includingc. 1.65% AUguISt 15, 2046 commencing February 15. 2047 to and including 3.40% August 15. 2051 * The percentages represent the percentage of the principal amount of the Credit to be repaid, except as the Association may otherwise specify pursuant to Section 3.05 (b) of the General Conditions. -28- SCHEDULE 4 PERFORMANCE BASED CONDITIONS AND PERFORMANCE BASED CONDITIONS TARGETS PBCs PBCT for PIY 1 PBCTs for PIY 2 PBCT for PIY 3 Facilitating PBCT 1. The PBCT 2. The private Recipient has issued a Recipient has adopted investments in report containing a new policies and digital comprehensive regulations to connectivity mapping of the supply modernize the telecom (supply) and and demand for digital regulatory framework. adoption connectivity. including online trust (demand) of including existing and regulations and a digital services planned private cross-sectoral investments investment strategy (for example. roads Part 2.1(a) of the and electricity Project transmission lines) Value: EUR 1,682,000 Part 1.1(b). 1.1(t). 1. 1(g)(iii). 1. 1(h) through (j). 1.2(a), 1.3(a)(iii) of the Project Value: EUR 4,205,000 Optimizing of PBCT 3. ART has PBCT 4. The Board of the use of adopted wholesale CAMTEL has adopted existing public regulations for the a strategy for the digital international and strategic repositioning infrastructure national connectivity of CAMTEL. markets (for example, approved by access regulation. MINPOSTEL transparency regulation. price Part 1.3(a)(i) of the controls) Project IValue: EUR Part 1.1(g)(ii. 2,103,000 1.1(g)(ii). 110(g)(iv). 1.1(1) of the Project Value: EUR 4,205,000 -29- APPENDIX Section 1. Definitions 1. "Agricultural Technical Committee" means the Technical Committee referred to in Section I.A.3 of Schedule 2 to this Agreement. 2. "Animal Health Emergency Operations Center" means Centre de Gestion des Urgences de Sante Animale. established and operating under the MINEPTA. 3. "Anti-Corruption Guidelines" means, for purposes of paragraph 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. 4. "ANTIC" means .Agence Nationale des Technologies de IInformation et de ta Communication, the Recipient's National Agency for Infonnation and Communication Technologies, or any successor thereto. 5. "ART" means Agence de Regulation des Telconmnmications. the Recipient's Telecommunications Regulatory Board. or any successor thereto. 6. "Basis Adjustment to the Interest Charge" means the Association's standard basis adjustment to the Interest Charge for credits in the currency of denomination of the Credit. in effect at 12:01 a.m. Washington. D.C. time, on the date on which the Credit is approved by the Executive Directors of the Association, and expressed either as a positive or negative percentage per annum. 7. "Basis Adjustment to the Service Charge" means the Association's standard basis adjustment to the Service Charge for credits in the currency of denomination of the Credit, in effect at 12:01 a.m. Washington, D.C. time, on the date on which the Credit is approved by the Executive Directors of the Association, and expressed either as a positive or negative percentage per annum. 8. "CAA" means Caisse Antonome d'Amortissement, the Recipient's Autonomous Sinking Fund. or any successor thereto. 9. "CAMTEL" means Cameroon Telecommunications. the national telecommunications company of the Recipient, established and operating pursuant to Decree No. 2019/263 dated Mav 28. 2019. 10. "CAPEX Subsidies" means the subsidies to be provided by the Recipient under Part 2.1(c) of the Project to Selected Operators to deliver PPP Projects. -30- H1. "Category" means a category set forth in the table in Section Ill.A of Schedule 2 to this Agreement. 12. "CERC Manual" means the manual referred to in Section I of Schedule 2 to this Agreement. as such manual may be updated from time to time with the agreement of the Association, and which is an integral part of the Operational Manual. 13. "Contingent Emergency Response Part" or "CERC Part means any activity or activities to be carried out under Part 5 of the Project to respond to an Eligible Crisis or Emergency. 14. "Cvbersecuritv and Cvbercrime LaW' means law no. 2010/012 dated December 21. 2010. 15. "E-Voucher" means an instrument that provides a timebound. partial. and diminishing cash subsidy for the purchase of key farm inputs to eligible farm households selected in accordance with the criteria set forth in the PIM. 16, "E-Voucher Recipient" means and eligible farm household receiving E-Vouchers for the purchase of Eligible Inputs under Part 3.2 of the Project in accordance with the provisions of the Project Implementation Manual. 17. "Eligible Crisis or Emergency" means an event that has caused, or is likely to imminently cause, a major adverse economic and/or social impact to the Recipient, associated with a natural or man-made crisis or disaster. 18. "Eligible Input" means a specific package of agricultural inputs (such as heat- and drought-resistant seed varieties. integrated soil and fertility management. and on- farm irrigation equipment. among others) elaborated in the Project Implementation Manual, to be purchased by an Eligible Farmer using an e-Voucher under Part 3.2 of the Project. 19. "Emergency Action Plan" means the plan referred to in Section 1.6.1 of Schedule 2 to this Agreement, detailing the activities. budget. implementation plan. and monitoring and evaluation arrangements, to respond to the Eligible Crisis or Emergency. 20. "Emergency Expenditures" means any of the eligible expenditures set forth in the CERC Manual referred to in Section I of Schedule 2 to this Agreement and required for the Contingent Emergency Response Part. 21. "Environmental and Social Commitment Plan" or "ESCP" means the environmental and social commitment plan for the Project, dated August 23, 2021, as the same may be amended from time to time in accordance with the provisions thereof. which sets out the material measures and actions that the Recipient shall AJ -3 I- carry out or cause to be carried out to address the potential environmental and social risks and impacts of the Project. including the timeframes of the actions and measures, institutional, staffing. training, monitoring and reporting arrangements. and any environmental and social instruments to be prepared thereunder. 22. "Environmental and Social Standards" or "ESSs" 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 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 Association. 23. "General Conditions" means the "International Development Association General Conditions for IDA Financing, Investment Project Financing", dated December 14. 2018 (revised on August 1. 2020 and April 1. 2021). 24. "ICT Technical Committee" means the Technical Committee referred to in Section I.A,3 of Schedule 2 to this Agreement. 25. "Independent Verification" means the verification carried out by the [ndependent Verification Agent, referred to in Section I.I.1 of Schedule 2 to this Agreement. 26. "Independent Verification Agent" means one or more individuals or entities hired by the Recipient pursuant to Section 1.1.1 of Schedule 2 to this Agreement, in charge of carrying out the Independent Verification. 27. "Independent Verification Report" means the report by the Independent Verification Agent integrating the results of the Independent Verification. to be prepared and furnished to the Association pursuant to Section 1.1.3 of Schedule 2 to this Agreement. 28. "Law on Electronic Commerce" means law No. 2010/021 dated December 21. 2010. -32- 29. "Manual of Agricultural Input Subsidy Procedures" means the manual adopted by the Prime Ministerial Decree No. 068/PM dated August 28. 2019 and referred to in Section I.D. of Schedule 2 to this Agreement. 30. "Matching Grant" means a grant provided or to be provided under Part 3.3 (c)(ii) to a Matching Grant Beneficiary under a Matching Grant Agreement 31. "Matching Grant Agreement" means the agreement referred to in Section LD.2 of Schedule 2 to this Agreement. 32. "Matching Grant Beneficiary" means farmer groups selected in accordance with the criteria set forth in the MG Manual who receive a Matching Grant tinder a Matching Grant Agreement. 33. "MINDDEVEL" means Ministre de la Decentralisation et du Developpement Local, the Recipient's Ministry of Decentralization and Local Development, or any successor thereto. 34. "MINADER" means Mnistre de lgriculture et do Developpement Rural. the Recipient's Ministry of Agriculture and Rural Development. or any successor thereto. 35. "MINEPAT" means Alinist re de IEconomie. die la Planification et de I 4menagemnent du Territoire, the Recipient's Ministry of Economy, Planning and Regional Development, or any successor thereto. 36. "MINEPIA" means Ministere de l'Elevage des P&ches et Industries Animales, the Recipient's Ministry of Livestock, Fisheries and Animal Industries, or any successor thereto. 37. "MINPOSTEL" means Alinistere des Posies et des T2Iomnmunications, the Recipient's Ministry of Posts and Telecommunications of the Recipient, or any successor thereto. 38. "Operating Costs" means the reasonable incremental expenses incurred by the P1U on account of Project implementation. including costs related to audits. office equipment and supplies, vehicle operation and maintenance. shipping costs, office rentals. communication and insurance costs. office administration costs, bank charges, utilities, transport costs. travel. per diem and supervision costs. and salaries of contracted staff. but excluding salaries of officials of the Recipient's civil service. 39. "Perfornance-Based Condition" or PBC means an indicator set forth in Schedule 4 of this Agreement. comprised of a number of PBCTs the achievement of which -33- is a condition for disbursement of Financingo Proceeds. pursuant to Section IV.B of Schedule 2 to this Agreement. 40. "Performance-Based Condition Target" or "PBCT" means in respect of a given PBC. the result tinder said PBC as set forth in the table in Schedule 4 to this Agreement. on the basis of the achievement of which. the amount of the Financine allocated to said result may be withdrawn in accordance with the provisions of Section IV of Schedule 2 to this Agreement. 41. "Preparation Advance" means the advance referred to in Section 2.07 (a) of the General Conditions. granted by the Association to the Recipient pursuant to the letter agreement signed on behalf of the Association on September 12. 2018 and on behalf of the Recipient on September 12, 2018. 42. "Procurement Regulations" means, for purposes of paragraph 87 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated November 2020. 43. "Project Implementation Manual" or "PIM" means the manual referred to in Section lB. I of Schedule 2 to this Agreement- 44 "Project Implementation Year" or "PIY" means a consecutive period of twelve months starting from the date of Effectiveness. 45. "Project Manual" means each of the PIM, the PPP Manual, the E-Vouchers Manual, and the MG Manual. 46. "Selected Operator" means a company. or a consortium of such companies, that has won the bidding process and been awarded a PPP Project, in accordance with arrangements and procedures defined in the PPP Manual. 47. "Signature Date" means the later of the two dates on which the Recipient and the Association signed this Agreement and such definition applies to all references to "the date of the Financing Agreement" in the General Conditions. 48. "Special Rapid Intervention Unit" means Uniti Spiciale d7ntervention Rapide, established and operating under the MINEPIA. 49. "Subproject" means, in each case, a set of customized services to be provided by one or more agritech startups to. and activities to be implemented by. a Matching Grant Beneficiary. and Inanced by such Matching Grant. under Part 3.3(c) of Schedule I to this Agreement, and Section I.F of Schedule 2 to this Agreement. 50. "Technical Committees" means indistinctly the ICT Technical Committee or the Agricultural Technical Committee referred to in Section L.A.3 of Schedule 2 to this Agreement. A2 -34- 51. "Training" means the reasonable costs associated with training under the Project, based on the relevant Annual Work Plan and Budget. and attributable to study tours, training courses, seminars, workshops and other training activities, including costs of training materials, space and equipment rental, travel. accommodation and per diem costs of trainees and trainers, trainers' fees, and other training related miscellaneous costs. 52. "Verification Protocols" means the set of protocols setting forth the actions and mechanisms required for verification of PBCTs. agreed with the Association and included in the Project Implementation Manual, and referred to in Section I.B.1 of Schedule 2 to this Agreement, as the same may be amended from time to time with the agreement of the Association. 53. "VMA Financing Agreement" means the agreement referred to in Section T.E.2(a) of Schedule 2 to this Agreement. 54. "Voucher Management Agency" means the entity referred to in Section LE of Schedule 2 to this Agreement.