GENERAL SECRETARIAT OF THE ORGANIZATION OF AMERICAN STATES
INTER-AMERICAN AGENCY FOR COOPERATION AND DEVELOPMENT
EXECUTIVE SECRETARIAT FOR INTEGRAL DEVELOPMENT
PROJECT EXECUTION AGREEMENT
APPENDIX I
GENERAL CONDITIONS
I.
Definitions:
1.1.
"CIDI/OAS" is the Inter-American Council for Integral Development of the Organization
of American States.
1.2.
"IACD" is the Inter-American Agency for Cooperation and Development.
1.3.
The "MB/IACD" is the Management Board of the Inter-American Agency for
Cooperation and Development.
1.4.
"FEMCIDI" is the Special Multilateral Fund of CIDI.
1.5.
"CENPES" are the Nonpermanent Specialized Committees of CIDI/OAS.
1.6.
"Contribution" is the financial resources of FEMCIDI approved by the MB/IACD for the
Project.
1.7.
"GS/OAS" is the General Secretariat of the Organization of American States.
1.8.
"SEDI/IACD" is the Executive Secretariat for Integral Development of the InterAmerican Agency for Cooperation and Development.
1.9.
"ONE" is the National Liaison Agency in each member state with whom the SEDI/IACD
maintains close contact, communication and coordination, particularly throughout all of
the stages of the project life-cycle. The Agency is designated by each member state and
acts as the contact point for FEMCIDI in the country.
1.10.
"Executing Agency" is the coordinating or implementing institution, whichever is
applicable, responsible for carrying out the Project approved by the MB/IACD.
1.11.
"Standards" are the "Standards for the Selection and Hiring of Consulting Firms and/or
Experts, and Procurement of Goods with Resources from FEMCIDI and from Specific
Funds Administered by the General Secretariat of the OAS."
1.12.
"Office of the GS/OAS" is the office or entity designated by the GS/OAS in the Main
Body of the Agreement. In those cases in which there is no Office of the GS/OAS and no
entity has been so designated, the functions assigned to such entities for the purposes of
this Agreement shall be directly assumed by SEDI/IACD.
II.
1.13.
"Director of the Office of the GS/OAS" is the Director or, in his absence, the
representative designated by the GS/OAS in the Main Body of the Agreement. In those
cases in which there is no Director and no representative has been so designated, the
functions assigned to such persons for the purposes of this Agreement shall be assumed
directly by SEDI/IACD.
1.14.
“Follow up report” is a requirement for the request of disbursements. Seeks to make a
technical and financial follow up of the project activities carried out in accordance with
the Execution Plan. It should include qualitative and quantitative information. Is
presented by the Executing Agency once the activities programmed in the Execution Plan
for that period, have been executed and at least 50% of the financial resources have been
spent or irrevocably obligated vis-à-vis with third parties.
1.15.
“The Midterm Report” should reflect the extent to which the set objectives are being
achieved. It must be presented midway through the project lifecycle and include a critical
analysis of the activities executed. If necessary required, it shall specify the measures to
be taken in order to achieve the project goals or to adjust the set course.
1.16.
In both the Main Body of the Agreement and its appendices, the period of time indicated
by “days” shall be computed by calendar days, unless it is expressly indicated that it
should be computed by business days.
Obligations of the Executing Agency:
2.1.
Submit to SEDI/IACD, through the GS/OAS Office, with a copy to the ONE, the
Execution Plan (Appendix III), by the date set in the Article 3.2.1 of the Main Body of
the Execution Agreement, at the latest. The Execution Plan shall have to comply with
any recommendation made by the CENPES and approved by the MB/IACD.
2.2.
Execute the Project in the same terms as those indicated in the Execution Plan (Appendix
III). The Executing Agency acknowledges that the OAS and its organs have no
responsibility whatsoever for any expenditure required in fully executing the Project that
exceeds the Contribution.
2.3.
Disburse the counterpart financial contributions necessary for the execution of the Project,
in accordance both with what is established in the Project Form (Appendix II) and in
paragraph 3.3 of the Main Body of the Agreement.
2.4.
Hire, as appropriate, the consulting firms and/or experts specified in the budget approved
by the MB/IACD, as indicated in the Execution Plan (Appendix III), and charge such
expenses against the Contribution, in accordance with the Standards contained in
Appendix VI to this Agreement.
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2.5.
Purchase or lease, as appropriate, the goods required to execute the Project, to be charged
against the Contribution approved by the MB/IACD, up to the amount designated for that
purpose in the Execution Plan (Appendix III). The goods so purchased or leased by the
Executing Agency shall be for the exclusive use of the Project. The purchased goods
shall be the property of the Executing Agency.
2.6.
Goods shall be procured in accordance with the Standards contained in Appendix VI to
this Agreement.
2.7.
Keep an up-to-date inventory of the goods purchased or leased for the use of the Project
with the proceeds from the Contribution.
2.8.
Keep, maintain, and replace, as necessary, the goods referred to in the preceding
paragraphs, and cover them with risk and third-party insurance, for its account and at its
expense.
2.9.
In hiring consulting firms and/or experts and in procuring goods, the Executing Agency is
required to comply fully with the laws and regulations of the country or countries
involved in the Project, including any relevant tax and labor laws or regulations, and it
may not invoke the privileges and immunities applicable to the OAS and its organs in the
OAS member states, unless the government or governments of the member states
involved in the Project should decide to extend such privileges and immunities to it.1 In
this regard, neither the OAS nor its organs shall be held liable for any violation or breach
of the laws that apply in the country or countries involved in the Project.
2.10.
In the case it is absolutely necessary to fulfill the objectives of the Project approved by the
MB/IACD, and as long as the nature of said Project is not fundamentally altered as a
result, the Executing Agency shall be able to send a written request, to the Director of the
GS/OAS Office, with copy to the Chief of the Development Policies and Programs
Section, for the latter to authorize transfers of financial resources between expenditure
items for the same Project activity up to a maximum of 50% of the amount approved for
that activity. The Director may also authorize transfers of financial resources between
different Project activities up to a maximum of 50% of the amount approved for the
activity to which said financial resources are being transferred.
Any written request for the transfer of financial resources within a single activity or
between activities of a project that is over and above the limit stipulated in the previous
paragraph, or that implies a modification of the activities included in the Execution Plan
(Appendix III,) shall require the express authorization of the Chief of the Development
Policies and Programs Section of SEDI/IACD, who alone is entitled to approve such a
request, on condition that: (a) it is needed to attain the specific objectives of the Project
approved by the MB/IACD; and (b) it does not fundamentally alter the nature of the
Project.
The transfers indicated in this paragraph shall occur only when needed to execute the
1
. The Executing Agency and not the GS/OAS shall be solely responsible for conducting the procedures required to obtain
such privileges and immunities.
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Project more effectively. Said transfers must be recorded in the books and accompany the
Follow-up Reports (Appendix IV) and the final report (Appendix V) to be submitted to
the Executing Agency. The accounting records of these transfers shall also be appended
to this Agreement.
2.11.
Submit to SEDI/IACD, through the GS/OAS Office, with a copy to the ONE, the Followup Reports (Appendix IV), the Midterm Report (Appendix VIII), and the Final Report
(Appendix V). The Follow-up Reports and the Final Report must be submitted along with
all the relevant documentation and copies or samples of the products created during the
execution of the Project (including, among others, publications, photographs, videos,
compact discs (CD)). The financial obligations, and the expenditures reported in these
reports must pertain to the amounts actually disbursed. To this end, copies of the
contracts, invoices, receipts and of the appropriate bank account statements shall be
submitted along with the financial reports.
2.12.
The Final Report (Appendix V) must be submitted to SEDI/AICD no later than a month
after the end date of the project, stated in article 3.1 of the Main Body of the
Execution Agreement. Executing agencies that have not presented the Final Report by
this date will not be able to obtain financial resources from FEMCIDI for future projects.
2.13.
Notwithstanding the requirement to submit the reports indicated in the preceding
paragraph, keep SEDI/IACD informed, through the GS/OAS Office, and also the ONE,
of the status of Project execution. Inform SEDI/AICD, in cases where problems arise in
the execution of the Project, as soon as a situation develops which might prevent the
timely execution of the activities of said Project, and further indicate the steps taken to
correct this situation and ensure that the Project meet the programmed objectives.
The Executing Agency shall respond to any requests for additional specific reports made
by SEDI/IACD, the Director of the GS/OAS Office or the ONE, within fifteen (15) days.
Failure to provide an appropriate reply to such requests will result in the suspension of
disbursements of financial resources.
2.14.
Keep the income and expense vouchers or supporting documents for the accounting
records of the Contribution for a period of three years after the Project is completed.
2.15.
Cooperate fully with the Director of the GS/OAS Office and/or with the representatives
that the GS/OAS designates to perform the monitoring missions on the Project’s
execution and the evaluations deemed necessary, including the sample verifications
indicated in paragraph 5.1.6 of this Appendix. To this end, the Executing Agency must
allow such persons free access to the premises on which the Project is being implemented,
and to the property, staff, and technical and financial documents pertaining to the Project.
2.16.
Cooperate fully with the Inspector General of the GS/OAS, and/or with the auditors
designated by it, in the conduct of any audits, inspections, evaluations, or investigations
that it decides on and that involve financial or operational matters related to the Project
and to the transactions carried out using the proceeds from the Contribution.
In fulfilling the requirements of this paragraph, the Executing Agency shall allow the
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Inspector General and the auditors designated by him full, free, and unrestricted access to
the functions, activities, operations, records, property, and staff of the Project, and to the
relevant technical and financial documents.
III.
2.17.
In any public reference to the Project, made in a seminar, workshop or any other event,
and by any means, including Internet and other electronic formats, indicate that the
Project in question has been executed or is in the process of being executed, whichever
applies, using financial resources provided by FEMCIDI/OAS.
2.18.
In the event that SEDI/IACD so requests, submit, through the GS/OAS Office, with a
copy to the ONE, an opinion prepared by external auditors, or by the government
accounting office of the country in question, certifying that the accounting records on
which the Follow-up Reports (Appendix IV) and the Final Report (Appendix V) are
based faithfully reflect the financial operations of the Executing Agency.
2.19.
Reimburse the portion of the Contribution that was not spent as of the end date of the
project, stated in article 3.1 of the Main Body of the Execution Agreement, by no
later than a month after this date, at the latest. The sum in question shall be reimbursed
by means of a remittance in United States dollars payable to the order of the GS/OAS at
the domicile of the GS/OAS indicated in paragraph 5.3 of the Main Body of the
Agreement. Under no conditions shall consideration be given to a new request for
cooperation from an Executing Agency that has failed to comply with this obligation.
2.20.
Reimburse to SEDI/IACD, within fifteen (15) days of receiving a request from
SEDI/IACD, any portion of the Contribution spent in activities not included in the
Execution Plan, in accordance with this Agreement. Under no conditions shall
consideration be given to a new request for cooperation from an Executing Agency that
has failed to comply with this obligation.
Obligations of SEDI/IACD:
3.1.
Once the requirements indicated in Article 17 of the FEMCIDI Statute have been met,
place the approved Contribution at the disposal of the Project and make the disbursements
according to the terms and procedures indicated in section III of the Main Body of the
Agreement.
3.2.
Review the Execution Plan (Appendix III), the Follow-up Reports Appendix IV), the
Midterm Report (Appendix VIII) and the Final Report (Appendix V) submitted by the
Executing Agency and, when necessary, report the results of the evaluation to the
Executing Agency, through the GS/OAS Office, with a copy to the ONE, within a period
not to exceed thirty (30) days from the presentation of the report in question.
If SEDI/IACD should determine that execution of the Project is unsatisfactory, in light of
the reports and documents submitted, or if those reports and documents present problems
that make it impossible to approve them, SEDI/IACD, acting through the GS/OAS
Office, shall notify the Executing Agency of its observations in writing, with a copy to the
ONE. The Executing Agency must respond to these observations within a period of time
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not to exceed fifteen (15) days counting from the date of notification. SEDI/IACD, acting
through the GS/OAS Office, shall suspend disbursements of financial resources until the
observations are addressed.
IV.
3.3.
Consider the requests submitted by the Executing Agency under the provisions of
paragraph 2.10, and make the pertinent decision.
3.4.
Conduct the monitoring missions on the Project’s execution and the technical evaluations
that SEDI/IACD determines. Whenever considered necessary, request financial audits of
the transactions carried out by the Executing Agency.
Obligations of the ONE:
4.1.
V.
Supervise fulfillment of the obligations assumed by the Executing Agency under this
Agreement and, in the event of any irregularity in the technical or administrative
infrastructure of the Executing Agency that affects its ability to duly execute the Project,
or any other anomalies or shortcomings observed in the operations carried out under the
Project, immediately report such findings to SEDI/IACD and recommend any measures
considered necessary to correct them at the earliest possible date.
Functions and Responsibilities of the GS/OAS Office and the Director of the GS/OAS Office
with regard to Project Execution:
5.1.
As established throughout the Main Body of the Agreement and in its Appendices, the
GS/OAS Office and the Director of the GS/OAS Office shall serve as a liaison between
SEDI/IACD and the Executing Agency, and in that capacity they shall have the following
functions and responsibilities, among others:
5.1.1.
Review the Execution Plan (Appendix III) that it receives from the Executing Agency to
send on to SEDI/IACD, and make any comments on it that it deems relevant;
5.1.2.
Forward requests for financial resources from the Executing Agency to SEDI/IACD, in
accordance with paragraph 3.2.10 of the Main Body of the Agreement;
5.1.3.
Make the transfers of financial resources to the Executing Agency, in accordance with
paragraph 3.2.4 of the Main Body of the Agreement;
5.1.4.
With the approval of the Director of the GS/OAS Office, forward to SEDI/IACD the
Execution Plan (Appendix III), the Follow-up Reports (Appendix IV), the Midterm
Report (Appendix VIII), and the Final Report (Appendix V) submitted by the Executing
Agency, pursuant to paragraphs 2.1 and 2.11 of this Appendix;
5.1.5.
Report to the Executing Agency on the results of the review of the Execution Plan
(Appendix III), the Follow-up Reports (Appendix IV), the Midterm Report (Appendix
VIII), and the Final Report (Appendix V), pursuant to paragraph 3.2 of this Appendix;
5.1.6
Carry out sample verifications for the purpose of confirming that the documents provided
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by the Executing Agency, to corroborate the procurement of goods and services with the
financial resources of the Contribution, correspond to actual legal obligations and are in
accordance with the Execution Plan.
5.1.7.
Conduct periodic meetings with the Project Coordinator and follow-up the execution of
the Project on a continuous basis, keeping SEDI/IACD permanently informed in a timely
manner of any delay, irregularity and difficulty;
5.1.8.
Report any information received from the Executing Agency on execution of the Project
to SEDI/IACD, pursuant to paragraph 2.13 of this Appendix;
5.1.9.
At the request of SEDI/IACD, conduct any evaluations of the Project deemed necessary,
in accordance with the terms of paragraph 2.15 of this Appendix;
5.1.10. In accordance with the provisions of paragraph 2.10 of this Appendix, authorize transfers
of financial resources between expenditure items for the same Project activity up to a
maximum of 50% of the amount approved for that activity or, as applicable, authorize
transfers of financial resources among different Project activities up to a maximum of
50% of the amount approved for the activity to which said resources are being transferred,
informing beforehand to the Chief of the Development Policies Section of the
SEDI/IACD;
5.1.11. In accordance with the provisions of section IV of this Appendix notify the Executing
Agency of the suspension or cancellation of disbursements of proceeds from the
Contribution;
5.1.12. If appropriate, and pursuant to the provisions of paragraph 6.3.2 of this Appendix,
recommend to the Executive Secretary for Integral Development/Director General of the
IACD that disbursement to the Executing Agency be suspended;
5.1.13. In accordance with section XI of this Appendix, forward to SEDI/IACD the request for
modification of the Agreement submitted by the Executing Agency;
5.1.14. In accordance with the Standards contained in Appendix VI to this Agreement, participate
in the selection and hiring of consulting firms and/or experts and in the procurement of
goods, to be carried out by the Executing Agency; and
5.1.15. In accordance with the financial possibilities, disseminate the Project’s objectives and its
achievements and results, indicating that the Project in question has been executed or is in
the process of being executed, whichever applies, using financial resources provided by
FEMCIDI/OAS.
VI.
Suspension or Cancellation of Disbursements:
6.1.
In addition to the provision of paragraph 3.3 of the Main Body of the Agreement and
paragraphs 2.12 and 3.2 of this Appendix, SEDI/IACD may suspend authorized
disbursements of financial resources in the following circumstances:
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VII.
6.1.1.
If, in the opinion of SEDI/IACD, circumstances are such that they could make it
impossible to execute the Project on the terms and conditions and within the time
stipulated in the Agreement. If such circumstances should arise, SEDI/IACD shall notify
the Executing Agency in writing, through the GS/OAS Office, with a copy to the ONE,
before suspending the corresponding disbursement of resources; or
6.1.2.
In the event of an unjustified delay in submitting any of the reports or documents required
pursuant to paragraphs 2.11, 2.12 and 2.13 of this Appendix.
6.2.
In the cases indicated in paragraphs 6.1.1 and 6.1.2, SEDI/IACD shall notify the
Executing Agency in writing, through the GS/OAS Office, with a copy to the ONE, so
that it may present its point of view. Once thirty (30) days have elapsed from the date of
notification, SEDI/IACD may suspend disbursements in the event that the circumstances
that motivated that decision have not been corrected.
6.3.
SEDI/IACD shall suspend the agreed disbursements of resources in the following
circumstances:
6.3.1.
If, in the opinion of the GS/OAS Inspector General or of the Director of the GS/OAS
Office, there is sufficient information to indicate the presence of irregularities in the
management of the financial proceeds of the Contribution; or
6.3.2.
If the Executive Secretary for Integral Development/Director General of the IACD, at the
recommendation of either the GS/OAS Inspector General or the Director of the GS/OAS
Office, considers such action necessary to safeguard the interests of the Organization.
6.4.
In the cases indicated in paragraphs 6.3.1 and 6.3.2, SEDI/IACD shall notify the
Executing Agency in writing of the suspension, through the GS/OAS Office, with a copy
to the ONE. The Executing Agency shall have fifteen (15) days from the date of
notification to present its points of view to SEDI/IACD. SEDI/IACD shall then decide
within the subsequent fifteen (15) days whether the suspension is to be converted into a
cancellation or whether the suspension should be lifted and disbursements should resume.
Civil Liability and Indemnification:
7.1.
The Executing Agency shall release SEDI/IACD, GS/OAS, and its staff from civil
liability for any damages resulting from activities related to the Project.
7.2.
If for any reason a third party should file a claim against the GS/OAS, either directly or
through SEDI/IACD, in relation to this Agreement or to execution of the Project, the
Executing Agency shall be considered as the principal vis-à-vis the claimant and as the
sole party obligated to respond. It shall further be required to indemnify the GS/OAS for
any damages it may suffer as a result of said claims, including court costs and attorney
fees.
7.3.
The GS/OAS may require the Executing Agency to provide insurance policies covering
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fulfillment of the obligations that could arise from this paragraph or, if appropriate, it may
require the Executing Agency to put up bond as a guarantee of fulfillment of its
obligations pursuant to the terms of this Agreement.
VIII. Publications:
Any document including, among others, publications, photographs, videos and compact
disks (CD), issued by any means, including Internet and other electronic formats,
produced by the Project, must include the FEMCIDI and OAS logo and explicit mention
and recognition of the fact that the Project has been executed or is in the process of being
executed with resources from CIDI/OAS. At the same time, it must be clearly established
that the opinions expressed in those documents are not necessarily the opinions of the
OAS or its organs, its staff, or its member states.
IX.
Privileges and Immunities:
9.1.
X.
Nothing in this Agreement constitutes an express or implied waiver of the privileges
and immunities of the OAS, its organs, its personnel and its assets, in accordance with
the OAS Charter, relevant agreements and laws on the matter, and the general
principles and practices of international law.
Dispute Resolution:
10.1.
Any litigation, disputes or complaints that may arise in conjunction with the fulfillment or
interpretation of this Agreement, including those that may arise in connection with the
execution of the Project, must be settled by arbitration pursuant to the Arbitration Rules
of the United Nations Commission on International Trade Law (UNCITRAL), currently
in effect. The place of arbitration shall be Washington, D.C., USA. The language of the
proceedings shall be English and Spanish simultaneously. Three arbitrators or, as the case
may be, a sole arbitrator shall decide the dispute as amiable compositeur or ex aequo et
bono. The arbitrator’s decision shall be final, binding and not subject to appeal.
10.2. The law applicable to the arbitration proceedings and to this Agreement shall be the law of
the District of Columbia, USA.
XI.
Modification of the Agreement:
11.1.
Notwithstanding the provisions of paragraph 2.10. of this Appendix, this Agreement may
be modified only for reasons of force majeure. In any event, the duly authorized
Representative of the Executing Agency will have to submit a detailed, written request for
modification to the Executive Secretary for Integral Development/Director General of the
IACD, through the GS/OAS Office, with a copy to the ONE. It is the responsibility of the
Executive Secretary for Integral Development/Director General of the IACD to assess the
urgency of the modification requested and, if so justified, to authorize it. The Executive
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Secretary for Integral Development/Director General of the IACD shall in no case
authorize a modification that would fundamentally alter the nature of the Project, or a
modification that is not needed to attain the specific objectives of said Project, or that
would have a retroactive effect.
11.2.
The modification of this Agreement shall appear in an instrument to be added as an
appendix to the Agreement in question, and shall be considered as an integral part of it.
XII. Termination of the Agreement:
12.1.
The GS/OAS may terminate this Agreement for justified reasons, by giving notice in
writing to the Executing Agency and to the ONE five (5) days in advance of the
termination date. The following shall be considered as justified reasons: noncompliance
with any of the obligations assumed by the Executing Agency in this Agreement and its
appendices; the existence of irregularities in the management of the financial proceeds
from the Contribution; and, the need to safeguard the interests of the Organization.
12.2.
Any of the Parties may request termination of this Agreement because of unforeseen
circumstances by giving written notice to the others ten (10) days in advance of the
termination date. Acts of God or cases of force majeure shall be considered as unforeseen
circumstances, among others.
12.3.
In the cases indicated in paragraphs 12.1 and 12.2, the Executing Agency may not
contract any further obligations after the date of the termination notice, without the
specific prior authorization of SEDI/IACD. Moreover, the Executing Agency must
submit the Final Report (Appendix V) within a period of no more than thirty (30) days of
notification of termination.
12.4.
Within five (5) days of the termination date, the Executing Agency shall reimburse
SEDI/IACD for the portion of the Contribution that was not spent and was not
irrevocably obligated to third parties, pursuant to the obligations appearing in the
Execution Plan (Appendix III). The reimbursement shall be made by a remittance in
United States dollars payable to the order of the GS/OAS, at the domicile of the GS/OAS
indicated in paragraph 5.3 of the Main Body of the Agreement. In the event of a
devaluation of the local currency, the cost of the devaluation shall be absorbed by the
Project.
12.5.
Under no circumstances shall consideration be given to a new request for assistance from
an Executing Agency that has not presented a Final Report and/or that has not provided
for the timely reimbursement of the portion of the Contribution that was not spent or
irrevocably obligated vis-à-vis third parties prior to the date of the termination notice.
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