Model of a cooperation agreement for the execution of a project cooperation agreement
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THE GENERAL SECRETARIAT EXECUTIVE ORDER No. O5-06 REV. 1 ANNEX II B MODEL OF A COOPERATION AGREEMENT FOR THE EXECUTION OF A PROJECT COOPERATION AGREEMENT BETWEEN THE GENERAL SECRETARIAT OF THE ORGANIZATION OF AMERICAN STATES AND ____________________________ FOR THE EXECUTION OF A PROJECT TO____________________ THE PARTIES TO THIS AGREEMENT, the General Secretariat of the Organization of American States (hereinafter “GS/OAS”) a public international organization, with headquarters at 1889 F. St. N.W., Washington, D.C. 20006, represented by its Secretary General, Mr. _____________________, and ________________________ (hereinafter “__________”), a______________organization (here, set out the legal/juridical nature of the organization), located at ____________ represented by______________________ _, CONSIDERING: That (here, set out the reasons that give rise to and justify the entering into of this agreement in as many “considering” clauses as may be necessary); and That the GS/OAS is the central and permanent organ of the Organization of American States and is authorized to carry out relations of cooperation in accordance with Article 112(h) of the Charter and OAS General Assembly Resolution AG/RES. 57 (I-O/71); HAVE AGREED to enter into this Cooperation Agreement. ArtICLE I PURPOSE 1.1. The purpose of this Agreement is to establish a regulatory framework with respect to the execution of the _____________project (here, insert the name of the project) (hereinafter the “Project”) on the part of the GS/OAS. ArtICLE II OBLIGATIONS OF THE________________________1
ArtICLE III OBLIGATIONS OF THE GS/OAS 3.1. The GS/OAS shall be responsible for executing the Project with the Contribution received from __________ pursuant to Article 2.1 of this Agreement. 3.2. In order to execute the Project, the GS/OAS shall assign personnel and enter into contracts with the contractors and consultants required, in accordance with its rules and procedures. 3.3. The GS/OAS shall present to _____________ a financial report on the execution of the Project. (The report may be quarterly, semiannual, or annual, depending upon what has been negotiated with the other Party). Additionally, within two months of the expiration or termination of this Agreement, in accordance with Article 9.4, the GS/OAS shall present to ________________a final technical-financial report. 3.4. Upon the expiration or termination of this Agreement, the GS/OAS shall reimburse to ______________ that portion of the financial contribution that has not been spent, subject to the provisions of Article 9.5 of this Agreement. The reimbursement shall be carried out by means of a bank transfer or a deposit to the bank account indicated by _______________’s Coordinator identified in Article 5.2 of this Agreement. ARTICLE IV FINANCIAL PROVISIONS 4.1. The transfer of the Contribution to GS/OAS shall be carried out by means of check deposit or through bank transfers. 4.1.1. Transfer of the Contribution through check deposit shall be effected by sending the check or checks in the name of the OAS General Secretariat to the following address: OAS General Secretariat Department of Budgetary and Financial Services Attention: OAS General Secretariat Treasurer GSB 4th Floor 1889 F St., NW, Washington, DC 20006 4.1.2. Transfer of the Contribution through bank transfers from outside the United States and Canada shall be effected using the following information: Bank full name: Bank of America Bank short name: Bank of America ABA/Routing #: 0260-0959-3 Bank’s address: 730 15th Street, N.W., Washington, D.C. 20005-1012, USA Account number: 002080125354 Account name: OAS General Secretariat
Bank short name: Bank of America ABA/Routing #: 054001204 Bank’s address: 730 15th Street, N.W., Washington, D.C. 20005-1012, USA Account number: 002080125354 Account name: OAS General Secretariat * Include one of the following: Project Name, Project Number and/or Recipient Area. 4.1.4. In the event that the GS/OAS changes its bank account during the period in which this Agreement is in force, the GS/OAS Treasurer shall notify______________ through its Coordinator identified in Article 5.2 of this Agreement, and _______________shall conduct bank transfers to this new bank account upon receipt of the notice. 4.2. GS/OAS shall administer this Agreement in accordance with its norms and procedures. All financial activity associated with the Contribution shall be subject to audit, whether internally or outside of the GS/OAS. These audits shall be carried out in the context of a general review of GS/OAS’s financial operations. The cost of any additional audit that may be requested by ____________ is expressly provided in the budget set out in Annex I to this Agreement, or shall otherwise be charged as a direct cost to the Project or be underwritten by __________. Any additional audits shall be coordinated by the relevant GS/OAS dependency. 4.3. In accordance with its rules GS/OAS shall retain__________per cent ( %) of the Contribution, for indirect costs related to the Project. 4.4. Any interest derived from investment of the Contribution shall be applied to the indirect costs of the Project. 4.5. In the event that the period of this Agreement is extended, the Parties shall agree upon the percentages or payments applicable for additional GS/OAS indirect cost support as a result of that extension. 4.6. In the event that ___________ requests in writing that the Contribution be deposited in an institution in its financial system, the Director of the Department of Budgetary and Financial Services of the GS/OAS shall designate the bank or financial institution to which the funds shall be deposited. The costs related to maintaining the Contribution in the national financial system shall be expressly stated in the budget set out in Annex I of this Agreement, or shall otherwise be considered a direct cost of the Project, or be covered directly by_________ at the timely indication of the GS/OAS Coordinator identified in Article 5.1 of this Agreement. ____________ accepts complete responsibility in the event that the bank or financial institution fails to fulfill its obligations with respect to the account and the Contribution, including those cases where the failure is owing to the failure of the bank or financial institution concerned. 4.7. Any reduction in the financial resources of the Contribution with respect to the budget in Annex I of this Agreement, arising as a consequence from a devaluation of the currency in which the Contribution is made shall be assumed by the Project or shall be covered directly by ___________ at the timely indication of the GS/OAS Coordinator identified in Article 5.1 of this Agreement. 4.8. If, due to any circumstance beyond its control the GS/OAS finds itself unable to make use of the Contribution, for a period longer than thirty days, the GS/OAS may terminate this Agreement in view of the provisions of Articles 8.4 and 8.5 and without any responsibility on its part. ArtICLE V COORDINATION AND NOTICE 5.1. Within the GS/OAS, the dependency responsible for coordinating GS/OAS activities under this Agreement is __________________ and the Coordinator is Mr. /Mrs. /Ms. _________________, __________________ (insert the title of the Coordinator). Notifications and communications should be directed to the Coordinator at the following street address, fax and electronic mail: General Secretariat of the OAS (Insert the name and title of the Coordinator) 1889 F Street, N.W. Washington, D.C. 20006 United States of America Tel.: (1-202) 458-_______ Fax: (1-202) 458-______ Electronic Mail; _____________________
____________________ ____________________ ____________________ 5.3. All communications and notifications under this Agreement will be validly made only when they are sent by mail, facsimile, or electronic mail and are addressed to the Coordinators whose names are set out in Articles 5.1 and 5.2 of this Agreement When the communications and notifications are transmitted by electronic mail they shall be valid if and when they are sent directly from the electronic address of the Coordinator of one of the Parties to the electronic address of the Coordinator of the other. 5.4. Either Party may change the responsible dependency, the designated Coordinator, the address, telephone, fax or electronic mail indicated by notifying the other Party in writing. ARTICLE VICIVIL RESPONSIBILITY AND INDEMNIFICATION 6.1. The Parties assume full responsibility for the claims and damages directly and proximately caused by actions or omissions of their corresponding representatives, officials, employees and contractors. 6.2. If for any reason a third party should file a claim against one of the Parties in relation to the execution of this Project, the responsible party shall be considered as the principal vis-à-vis the claimant and the sole party obligated to respond. The responsible party shall further be required to indemnify the other party for any damages it may suffer as a result of these claims, including court costs and attorney’s fees. The GS/OAS may use the financial resources of the Project to underwrite the costs of its defense. ARTICLE VIIPRIVILEGES AND IMMUNITIES3 7.1. Nothing in this Agreement constitutes an express or implied waiver of the privileges and immunities of the OAS or the GS/OAS, its personnel and its assets, in accordance with the OAS Charter, relevant agreements and pursuant to general principles and practices of international law. ARTICLE VIII DISPUTE RESOLUTION4 8.1. Any dispute or complaint that may arise in conjunction with the application or interpretation of this Agreement, or the execution of the Project, shall be settled by direct negotiations between the Parties. If a solution satisfactory to both Parties cannot be reached then the Parties shall submit their differences to arbitration pursuant to the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL) or of the Inter-American Commercial Arbitration Commission (“IACAC”) currently in effect. The place of arbitration shall be Washington D.C, U.S.A.5 The language in the proceedings shall be English unless the Parties agree otherwise. The three arbitrators or, as the case may be, the one 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. 8.2 The law applicable to the arbitration proceedings and to this Agreement shall be the law of the District of Columbia, U.S.A. ARTICLE IXGENERAL PROVISIONS 9.1. The Parties agree to observe the highest ethical standards and administrative transparency in all actions and activities related to this Agreement. In addition, the GS/OAS, to the extent applicable and without prejudice to its privileges and immunities referred to in Article VII, and _____________ agree to comply with the provisions of the Inter-American Convention Against Corruption and in the applicable norms of the country in which the programs, project and/or activities are executed in accordance with Article III. Failure to comply with this provision shall constitute grounds for anticipatory termination of this Agreement, pursuant to Article 9.4. 9.2 Modifications to this Agreement may only be made by mutual agreement in writing by the duly authorized representatives of the Parties. The instruments in which the modifications are set out shall be attached as annexes to this Agreement and shall form part of it. 9.3. This Agreement shall enter into force upon signature by the duly authorized representatives of the Parties and shall remain in force throughout the execution of this project until the ___ day of______ of 20__. Nonetheless the Parties may extend the period of this Agreement by mutual consent in writing by their duly authorized representatives. 9.4 This Agreement may be terminated by mutual consent or by either of the Parties by written notice from one to the other with not less than thirty days notice. Notwithstanding the termination of this Agreement, project activities that have been duly financed shall be continued to completion unless the Parties mutually decide otherwise. 9.5. Termination of this Agreement, shall not affect irrevocable obligations assumed by the GS/OAS with respect to the Project prior to receipt of the notice of termination. In this respect, such obligations shall be paid out of the financial resources of the Contribution, including the costs to the GS/OAS resulting from early termination of its services. 9.6. Articles VI, VII and VIII shall survive the expiry or the termination of this Agreement. IN WITNESS WHEREOF, the undersigned, being duly authorized, have signed this Agreement in duplicate on the date and at the place indicated below: FOR __________________________: FOR THE GENERAL SECRETARIAT OF THE ORGANIZATION OF AMERICAN STATES:______________________________ _________________________________ Secretary General Place: Place: Date: Date: 1 This article should also set out all of the other obligations of the Party that provides the support for the execution of the Project. This will depend upon the nature of the transaction and anticipated details. 2 In the event that the contribution consists of several installments, the following language should be employed: “2.1_________ shall provide to the GS/OAS the sum of __________________ (here indicate the amount and whether the sum is in United States dollars or in some other currency) (hereinafter the Contribution, to be deposited to the account specified by the GS/OAS Coordinator identified in Article 5.1 of this Agreement in the manner provided by Article 4.1 of this Agreement, and as follows: Number of Deposit Amount Date of Deposit ____________ _______ ________ _____________ ____________ _______________ _____________ ____________ _______________ _____________ The budget in the Project document, that forms an integral part of this Agreement as Annex 1, shall express the amount of the Contribution in the currency in which the Contribution was made.” 3. When the agreement is with an OAS member state or an entity of a member state, the following text, as appropriate, may be used, provided that it has been determined that the member state has ratified the Inter-American Agreement on Privileges and Immunities, dated May 15, 1949, and/or has entered into an agreement with the GS/OAS on the functioning of a GS/OAS office in that member state. This determination can be made from the following website: http://www.oas.org/juridico/english/sigs/c-13.html and http://www.oas.org/legal/english/docs/BilateralAgree/BilateralAgreemt.htm 7.1. Nothing in this Agreement constitutes an express or implied waiver of the privileges and immunities of the OAS or the GS/OAS, its personnel and its assets pursuant to the following provisions and instruments ratified by the Government of the Republic of_____________: Articles 133, 134 and 136 of the OAS Charter, whose instrument of ratification was deposited by the Government of the Republic of ____________ the ___ of __________ of 19__; the Agreement on Privileges and Immunities of the OAS opened for signature on May 15, 1949, whose instrument of ratification was deposited by the Government of the Republic of ___________the ___ of __________of __19__; and in the Agreement between the GS/OAS and the Government of the Republic of ____________ on the Functioning of the Office of the GS/OAS in ___________, signed the ___ of __________ of 19__. When the Agreement is one in which both Parties have privileges and immunities, the following alternative formulation shall be used, subject to review by the Department of Legal Services (“DLS”): 7.1. The Parties mutually recognize the privileges and immunities they enjoy by virtue of the relevant agreements and laws on the subject and general principles of international law. 4. Whenever the text set out in Article 8.1 is not accepted and the agreement under negotiation is one with a member state, a Permanent Observer or another state, with the prior approval of the DLS, the following alternative text may be followed: “8.1. Any dispute that arises in connection with the application or interpretation of this Agreement or any supplementary agreement, memorandum of understanding or exchange of letters by virtue of Article III, shall be resolved by direct negotiation between the Parties. If the Parties are unable to reach a mutually satisfactory solution, they shall submit the matter to a mutually agreed upon procedure of arbitration. The decision shall be final and binding and not subject to appeal.” 5. With the prior written approval of the DLS, the Parties may also opt to hold the arbitration proceedings in the capital city of the country where the program, project or activity was carried out. |