STANDARD FORM OF AGREEMENT for Use by World Bank

STANDARD PROCUREMENT DOCUMENTS
STANDARD FORM OF AGREEMENT
for Use by World Bank Borrowers
Provision of Technical Assistance by
UNESCO under Bank-Financed Projects
The World Bank
v.1
December, 2013
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Foreword
1. This Standard Form of Agreement (contract form) is the result of
cooperation between the World Bank (“the Bank”) 1 and the United
Nations Educational, Scientific and Cultural Organization
(“UNESCO”).
2. The Bank’s Borrowers shall use this Standard Form of Agreement
when the Consultant Guidelines 2 the requirements for procurement
from UN Agencies are satisfied, and the Borrower has obtained a prior
approval of the Bank.
3. The completion date of the Agreement and the delivery of the last
deliverable cannot exceed the Loan/Credit/Grant’s closing date.
4. The text shown in italics is “Notes to the Borrower”, which provide
guidance to the implementing entity of the Borrower in preparing a
specific Agreement. These italicized Notes should be deleted from the
final version prior to signing of the Agreement.
5. Those wishing to submit comments or questions on this document, or
obtain additional information on procurement under Bank-financed
projects, are encouraged to contact:
Procurement Policy and Services Group
Operations Policy and Country Services Vice Presidency
The World Bank
1818 H Street, NW
Washington, D.C. 20433 U.S.A.
e-mail: [email protected]
http://worldbank.org/procure
References in this Agreement to the “World Bank” or “Bank” include both the International
Bank for Reconstruction and Development (IBRD) and the International Development
Association (IDA).
1
Reference is made to “Guidelines: Selection and Employment of Consultants under IBRD
Loans and IDA Credits & Grants by World Bank Borrowers”.
2
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The Agreement form for the use by the Borrowers starts from the next
page
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AGREEMENT
FOR PROVISION OF TECHNICAL ASSISTANCE
Project Name__________________________________
Loan/Credit/Grant No.__________________________
Loan/Credit/Grant Closing Date __________________
Reference No. [as per Procurement Plan] ___________
between
THE GOVERNMENT OF [insert the country name]
and the
UNITED NATIONS EDUCATION, SCIENTIFIC and CULTURAL
ORGANIZATION (UNESCO)
Dated:________________________
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Form of Agreement
THIS AGREEMENT (together with all Annexes hereto, this “Agreement”) is entered
into between THE GOVERNMENT OF [______] by and through its Ministry of
[_____] (the “Government”), and the United Nations Educational, Scientific and
Cultural Organization, a specialized agency of the United Nations with headquarters
located at 7, Place de Fontenoy 75352 Paris 07 SP France (“UNESCO”, together with
the “Government,” the “Parties” and each a “Party”).
WHEREAS
A.
The Government, working with its development partners, including UNESCO
and the World Bank3 (“Bank”), has designed and is implementing a project
[insert Project’s name] (the “Project”). As part of the Project’s
implementation, the Government has asked UNESCO to provide the Technical
Assistance as set forth in ANNEX I to this Agreement, and UNESCO has
agreed to provide the Technical Assistance in accordance with this
Agreement.
B.
The Government has received a [enter all applicable financing sources
credit/loan/grant] (the “Financing”) from the Bank pursuant to an agreement
dated [date of the Credit/Loan/Grant Agreement(s)] (the “Financing
Agreement”) and intends to apply a portion of the proceeds of the Financing to
eligible payments under this Agreement.
NOW, THEREFORE, the Parties agree as follows:
ARTICLE I
AGREEMENT DOCUMENTS AND DEFINITIONS
1. The following documents attached hereto shall be deemed to form an integral part
of this Agreement:
Annex I:
Description of Technical Assistance
Annex II:
Work Plan and UNESCO’s Team
Annex III:
Total Funding Ceiling
Annex IV:
Payment Schedule
Annex V:
Payment Request Template
Annex VI:
Reporting Requirements
Annex VII:
Counterpart Staff, Services, Facilities and Property to Be
Provided by the Government
Annex VIII:
UNESCO Support Cost
3
References in this Agreement to the “World Bank” or “Bank” include both the International Bank for
Reconstruction and Development (IBRD) and the International Development Association (IDA).
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Definitions
2. Unless expressly indicated otherwise, the following terms whenever used in this
Agreement have the following meanings:
(a)
“Consultant” means an entity to which UNESCO subcontracts any part of
the Technical Assistance in accordance with the provisions of this
Agreement.
(b)
“Day” means working day, unless otherwise stated.
(c)
“Expert” means an individual, as identified in Annex II, engaged by
UNESCO to perform key functions and whose skills, qualifications,
knowledge and experience are critical to the performance of the Technical
Assistance as described in Annex I.
(d)
“Support Cost” means UNESCO’s charge for undertaking the Technical
Assistance as mandated by the governing bodies of UNESCO and as set
out in Annex VIII.
(e)
“Technical Assistance” means the advisory services and activities to be
carried out by UNESCO pursuant to this Agreement, as described in
Annex I.
(f)
“Total Funding Ceiling” means the total cost of carrying out the
Technical Assistance, as set forth in Article III and further detailed in
Annex III.
ARTICLE II
TECHNICAL ASSISTANCE
Scope of Technical Assistance
1. Detailed description of the Technical Assistance is set forth in Annex I.
2. UNESCO shall provide the Technical Assistance in accordance with the timetable
and such level of input by UNESCO’s team of Experts and Consultants that is
required to carry out the Technical Assistance (“Work Plan”), as detailed in
Annex II.
3. The Parties acknowledge that the Technical Assistance and/or Work Plan may
need to be adjusted, with the agreement of both Parties, during the course of the
implementation of this Agreement.
UNESCO Experts and Consultants
4. UNESCO will make available or contract such qualified Experts and Consultants
as, in UNESCO’s judgment, are required to carry out the Technical Assistance.
(a) The Parties acknowledge that at the time of the signing of this Agreement,
UNESCO may not be able to identify and/or recruit external Experts. In such
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case, UNESCO will promptly provide names and CVs once such Experts are
contracted by UNESCO.
(b) Any adjustments in Experts’ time input, unless otherwise agreed with the
Government, shall not exceed the original estimate included in Annex II by
more than ten (10) percent or one week, whichever is longer; and all
adjustments shall remain within the Total Funding Ceiling.
5. Bearing in mind the considerations and requirements of paragraphs 6 and 7 below,
the hiring and contracting of any Expert or Consultant by UNESCO in connection
with this Agreement will be done according to UNESCO’s established rules,
regulations, policies, and procedures. UNESCO shall remain fully responsible for
the performance of the Technical Assistance by such Expert or Consultant
pursuant to this Agreement. UNESCO will ensure that its contract(s) with each
such Expert (excluding UNESCO staff) or Consultant includes the following
terms and conditions:
(a) Prohibition of Conflicting Activities. The Expert or Consultant will not
engage, either directly or indirectly, in any business or professional activities
which could conflict with the activities performed under the Expert’s or
Consultant’s contract with UNESCO.
(b) Confidentiality. The Expert or Consultant will treat with the utmost discretion
any information acquired in the performance of its contract with UNESCO.
(c) Disqualification from Related Contracts. UNESCO agrees to use its best
efforts to ensure, in cases where it is necessary to avoid conflicts of interest
and other potentially unethical situations, that during the term of the Expert’s
or Consultant’s contract with UNESCO and after its termination, the Expert or
Consultant and any party affiliated with the Expert or Consultant, will be
disqualified from providing goods, works or services (other than consulting
services) resulting from, or closely related to, the activities under their contract
with UNESCO in relation to this Agreement, and shall not be hired for any
assignment that, by its nature, may be in conflict with such activities under
their contract with UNESCO in relation to this Agreement.
6. UNESCO shall not hire any Government institution as a Consultant. In addition,
UNESCO shall not hire an enterprise or institution owned by the Government as a
Consultant, unless it has been established to the Bank’s satisfaction that such
Government-owned enterprise or institution is legally and financially autonomous,
operates under commercial law, and is not a dependent agency of the Government
(the “Eligibility Test”). As an exception, a Government-owned university,
research center or other similar institution that does not meet this Eligibility Test
may be hired as a Consultant by UNESCO if it has been established to the Bank’s
satisfaction that the services of such institution are of a unique and exceptional
nature (including because of the absence of a suitable private sector alternative)
and its participation is critical to the successful execution of the Technical
Assistance.
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7. UNESCO shall not hire any official or civil servant of the Government’s country
as an Expert unless it has been established to the Bank’s satisfaction that (i) such
official or civil servant is on leave of absence without pay, or has resigned or
retired; and (ii) the Technical Assistance is not being provided to the ministry or
agency for which that official or civil servant was working before going on leave
or, in the case of resignation or retirement, unless a period of at least six (6)
months (or any longer period established by the applicable rules for civil servants
in the Government’s country) has passed since such resignation or retirement from
that ministry or agency. As an exception, the Bank may agree that a professor or
other expert from a Government-owned university, research center or similar
institution may be hired as an Expert by UNESCO on a part-time basis without
being on leave of absence without pay, provided such professor or other expert
has been employed full-time by his or her institution for at least one (1) year prior
to hiring by UNESCO and such hiring is justified for the services.
Standard of Performance
8. UNESCO (including Experts and Consultants) will carry out UNESCO’s
obligations under this Agreement with all due diligence, efficiency and economy,
in accordance with generally accepted professional techniques and practices, and
shall observe sound management practices.
Removal and/or Replacement of Experts
9. Unless the Government otherwise agrees, no substitution of Experts shall be
made.
a. If, for any reason beyond the reasonable control of UNESCO, it becomes
necessary
to
substitute
any
of
the
Experts,
UNESCO shall promptly propose a replacement with equivalent or better
qualifications by submitting to the Government a copy of the proposed
candidate’s Curriculum Vitae (CV) for review and clearance. If the
Government does not object in writing, stating a reasonable basis for its
objection, within fourteen (14) days from the date of receipt of the CV, the
Expert in question shall be deemed to have been accepted by the
Government.
b. If the Government reasonably concludes that (i) any of the Experts have
engaged in serious misconduct or (ii) the performance of any of the
Experts is unsatisfactory, then the Government shall promptly share the
sufficiently detailed information with UNESCO specifying the grounds
therefore. If, after receiving the Government’s written request, UNESCO
investigates and confirms that the misconduct and/or the dissatisfaction
with the performance of the Expert justifies his/her replacement, UNESCO
will proceed with a replacement within the timeframe that is in line with
the implementation schedule of this Agreement. Such a replacement shall
be an Expert who possesses adequate or better qualifications following the
process described in sub-paragraph (a) above. This shall be without
prejudice to any privileges and immunities that may apply.
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Documents Prepared by UNESCO
10. All plans, drawings specifications, designs, reports, other documents and software
prepared by UNESCO for the Government under this Agreement shall belong to
the Government and UNESCO. UNESCO shall, upon termination or expiration of
this Agreement, deliver all such documents to the Government, together with a
detailed inventory thereof. All ownership and title to any intellectual property
rights resulting from UNESCO services under this Agreement, including but not
limited to, copyright and patent rights of any work developed by UNESCO shall
be jointly owned by the Parties. Each Party shall have the right to exercise all
rights of ownership without consent or permission from the other Party, nor
liability for such exercise of ownership rights by the other Party.
Materials and Equipment
11. The purchase by UNESCO of any materials and equipment, including related non
consulting services, that are necessary to provide the Technical Assistance, using
funds provided by the Government under this Agreement (“Materials and
Equipment”), will be done according to UNESCO’s established procurement
rules, regulations, policies, and procedures. UNESCO will consult with the
Government as to the specifications and delivery schedules for the Materials and
Equipment, if/as needed.
12. The cost of Materials and Equipment shall not exceed twenty five (25) percent of
the Total Funding Ceiling. Any increase above twenty five (25) percent shall be
subject to prior approval of the Bank.
13. The Parties shall agree on the timing and modality of the ownership transfer of
any Materials and Equipment prior to the completion date of this Agreement. Any
Materials and Equipment made available to UNESCO by the Government during
this Agreement shall remain the property of the Government.
Insurance
14. Throughout the execution of this Agreement UNESCO shall maintain an
appropriate insurance coverage against the following risks: third-party liability
and third-party motor vehicle liability; accidental injury, sickness or death while
performing official duties of the organization; and all-risk insurance against loss
of or damage to Materials and Equipment purchased in whole or in part with funds
provided under this Agreement until transferred to the Government. The cost of
such insurance is deemed included in the Total Funding Ceiling.
ARTICLE III
GOVERNMENT SUPPORT
Total Funding Ceiling
1. The Total Funding Ceiling is [amount in words] ([amount in figures]) and
includes any tax obligations under this Agreement.
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2. Cumulative disbursements shall not exceed the Total Funding Ceiling unless it is
revised through a written amendment approved by the Bank. Disbursements are
subject, in all respect, to the terms and conditions of the Financing Agreement;
and no party other than the Government shall derive any rights from the Financing
Agreement or have any claim to the Financing proceeds.
Payments
3.
The Government shall be responsible for all payments under this Agreement.
4.
UNESCO will submit Payment Requests using the template provided in
Annex V and in accordance with the payment schedule set forth in Annex IV
(“Payment
Schedule”).
5.
The Government, in accordance with the Payment Schedule, will pay
UNESCO the full amount set out in each Payment Request, by wire transfer,
within ten (10) days of receiving it and will do so to the UNESCO account as
designated in the Payment Request. All payments will be made in United
States dollars.
6.
UNESCO will maintain a separate identifiable budget code (ledger account) to
which all UNESCO receipts and disbursements for the purposes of this
Agreement will be recorded.
7.
UNESCO shall not be required to commence or continue the provision of the
Technical Assistance until UNESCO has received the payments due in
accordance with the Payment Schedule and it shall not be required to assume any
liability in excess of such payments.
8.
Payments to UNESCO shall not prejudice the Government’s right to dispute
any amount claimed by UNESCO and to adjust any future payment by the
amount in dispute and inform UNESCO accordingly.
Expenditures Eligible for Payment
9.
The Parties agree that the cost of implementing the Technical Assistance
includes: (a) direct costs, and (b) support cost at the rate set forth in Annex
VIII.
Counterpart Staff
10.
The Parties acknowledge the Government’s commitment to the successful
implementation of this Agreement and to that end the Government will
provide qualified staff and other required inputs as agreed by the Parties in
Annex VII.
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ARTICLE IV
REPORTING
Progress Reports
1. UNESCO will submit progress reports comprising (i) the narrative summary of
the status of the activities, proposed revisions –if any- to the Technical Assistance
and/or Work Plan, any implementation issues and proposed approach to address
them, (ii) financial reporting on the use of funds, and (iii) the request for the next
payment based on the planned activities and Work Plan.
2. Detailed reporting requirements and the frequency of the reports are set forth in
Annex VI.
3. UNESCO shall retain all records (contracts, reports, invoices, bills, receipts and
other documentation) relating to the Technical Assistance until at least four (4)
years after the completion of the Agreement.
Financial Reporting (part of Progress Report)
4. UNESCO will keep accurate accounts and records in accordance with UNESCO’s
Financial Regulations and Rules and in such form and detail as to clearly identify
all relevant charges and expenses made against the categories of the Total Funding
Ceiling in Annex III.
5. All financial reports shall be expressed in United States dollars. UN Operational
Rate of Exchange shall be used for converting expenditures made in other
currencies.
Supplemental Reports
6. The Government may request UNESCO to provide additional information and/or
clarifications in regard to the submitted reports to ensure that the payments are
made for the agreed deliverables, outputs or results within the limits of its rules
and regulations.
ARTICLE V
FORCE MAJEURE
1. Either Party prevented by force majeure from fulfilling its obligations shall not be
deemed in breach of such obligations. The said Party shall use all reasonable
efforts to mitigate the consequences of force majeure. At the same time, the
Parties shall consult with each other on modalities of further execution of the
Agreement. Force majeure as used in this Agreement is defined as natural
catastrophes such as but not limited to earthquakes, floods, cyclonic or volcanic
activity; war (whether declared or not), invasion, act of foreign enemies, rebellion,
terrorism, revolution, insurrection, military or usurped power, civil war, riot,
commotion, disorder; ionizing radiation or contaminations by radio-activity; and
other acts of a similar nature or force.
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ARTICLE VI
TERM AND TERMINATION
Term of Agreement
1. This Agreement becomes effective upon the date of its signing by both Parties,
whichever is last (the “Effective Date”), and will remain effective until [insert the
completion date], unless extended by a written agreement between the Parties.
2. The provisions of this Agreement will survive expiration or termination to the
extent necessary to permit an orderly settlement of accounts between the Parties.
Early Termination
3. This Agreement may be terminated by either Party upon sixty (60) days’ of a
written notice sent to the other and copied to the Bank.
4. Upon receipt by one Party of the other Party’s termination notice, the Parties shall
agree on the exit strategy to minimize any negative impact that can arise from an
early termination of the Agreement and take all reasonable and necessary
measures to complete as much of the activities as possible. The Parties shall also
agree on the deadline for UNESCO to submit the last progress report, including
reconciliation of accounts and settlement of any outstanding payments to
UNESCO, including UNESCO’s obligations to its Experts and Consultants and, if
applicable, reimbursement for any reasonable cost incurred by UNESCO as a
result of such early termination. In the event the amount of advanced funds
exceeds the amount of accounted expenditures for the completed part of the
Technical Assistance, UNESCO shall return the difference to the Government.
5. Without limiting the generality of the foregoing,
(a) UNESCO shall not be required to carry out any activity included in the
Work Plan for which the funds have been requested but not paid for by the
Government yet;
(b) UNESCO shall prepare the final progress report in accordance with Annex
VI, as promptly as possible and no later than the agreed deadline for the
last report as per paragraph 4 above.
ARTICLE VII
TRANSPARENCY
1. The UNESCO [name of country] [name of project] Account shall be subject
exclusively to internal and external audit in accordance with UNESCO’s Financial
Regulations and Rules. The Parties acknowledge that UNESCO’s financial books
and records are routinely audited in accordance with the internal and external
auditing procedures laid down in UNESCO’s financial regulations and rules, and
that the External Auditors of UNESCO are appointed by and report to the
Governing Bodies of UNESCO, of which the Government is member.
Throughout the term of this Agreement, UNESCO will provide to the
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Government, with a copy to the Bank, copy of the audited accounts of UNESCO
and the External Auditors’ Report thereof within ten (10) days of these becoming
public documents by reason of being presented to the UNESCO Executive Board.
(a) In the event that the Government, UNESCO, or the Bank becomes aware of
information that indicates the need for further scrutiny of the implementation
of the Technical Assistance or use of the funds provided by the Government
pursuant to this Agreement (including non-frivolous allegations that
reasonably indicate the possibility that corrupt, fraudulent, coercive or
collusive practices may have occurred), the entity that has become aware of
such information will promptly notify the other two.
(b) This information will be brought promptly to the attention of the appropriate
official or officials at the Government, UNESCO, and the Bank (which in the
case of UNESCO is the Director of the Internal Oversight Service of
UNESCO).
(c) Following consultation with the Government and the Bank, UNESCO will, to
the extent the information relates to actions within the authority or
accountability of UNESCO, take timely and appropriate action in accordance
with its applicable regulations, rules, and administrative instructions, to
investigate this information. For greater clarity on this matter, the Parties
agree and acknowledge that UNESCO shall have no authority to investigate
information relating to possible corrupt, fraudulent, coercive or collusive
practices by Government officials or by officials or consultants of the Bank.
(d) To the extent that such an investigation confirms corrupt, fraudulent, collusive
or coercive practices have occurred and to the extent that remedial action is
within the authority of UNESCO, UNESCO will take timely and appropriate
action in response to the findings of such an investigation, in accordance with
its accountability and oversight framework and established procedures,
including its Financial Regulations and Rules, where applicable.
(e) To the extent consistent with UNESCO’s accountability and oversight
framework and established procedures, it will keep the Government and the
Bank regularly informed by agreed means of actions taken pursuant to this
Article VII, paragraph 1, and the results of the implementation of such actions,
including where relevant, details of any recovered amounts. Such recovered
amounts, if any, shall be applied in the calculation of the final balances in the
budget code (ledger account), or if such amounts are recovered after the date
of the calculation and transfer of such final balances, the Government will
consult with the Bank and provide payment instructions to UNESCO with
respect to such amounts.
(f) For the purposes of this Agreement, the following definitions shall apply:
(i) “corrupt practice” is the offering, giving, receiving or soliciting, directly
or indirectly, of anything of value to influence improperly the actions of
another party;
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(ii) “fraudulent practice” is any act or omission, including misrepresentation,
that knowingly or recklessly misleads, or attempts to mislead, a party to
obtain financial or other benefit or to avoid an obligation;
(iii) “collusive practice” is an arrangement between two or more parties
designed to achieve an improper purpose, including to influence
improperly the actions of another party;
(iv) “coercive practice” is impairing or harming, or threatening to impair or
harm, directly or indirectly, any party or the property of the party to
influence improperly the actions of a party.
2. In the event that the Government or the Bank reasonably believes that UNESCO
has not complied with the requirements of Article VII, paragraph 1 above, the
Government or the Bank may request direct consultations at a senior level
between the Bank, the Government and UNESCO in order to obtain assurances, in
a manner consistent with UNESCO’s oversight and accountability framework and
respecting appropriate confidentiality, that UNESCO’s oversight and
accountability mechanisms have been or will be fully applied. Such direct
consultations may result in an understanding between the Government, the Bank,
and UNESCO, on any further actions to be taken and the timeframe for such
actions. The Parties take note of Article XII of the Financial Regulations
(“External Audit”), incorporated into the UNESCO Basic Text.
3. The Government confirms that no official of UNESCO has received or will be
offered by the Government any benefit arising from this Agreement. UNESCO
confirms the same to the Government. The Parties agree that any breach of this
provision is a breach of an essential term of this Agreement.
4. The Parties agree and acknowledge that nothing in this Article VII shall be
deemed to waive or otherwise limit any right or authority of the Bank or any other
entity of the World Bank Group as set out in Section I of the applicable version of
the Procurement Guidelines and the Guidelines for the Selection and Employment
of Contractors, respectively, and incorporated by reference into the Financing
Agreement, to investigate allegations or other information relating to possible
corrupt, fraudulent, coercive, collusive or obstructive practices by any third party,
or to sanction or take remedial action against any such party which the World
Bank Group has determined to have engaged in such practices; provided however
that in this Article VII, “third party” does not include UNESCO. To the extent
consistent with UNESCO’s oversight framework and established procedures, and
if requested by the Bank, UNESCO shall cooperate with the Bank or such other
entity in the conduct of such investigations.
5. (a) UNESCO requires any party (including, but not limited to, Contractors and
Experts) with which it has a long-term arrangement or to which it intends to issue
a purchase order or contract to disclose to UNESCO whether it is subject to any
sanction or temporary suspension imposed by any organization within the World
Bank Group. UNESCO will give due regard to such sanctions and temporary
suspensions, as disclosed to it when issuing contracts in connection with the
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provision of the TA or, the procurement of equipment or materials, if any, under
this Agreement.
(b) If UNESCO intends to issue a contract in connection with the procurement or
delivery of any of the TA activities under this Agreement with a party which has
disclosed to UNESCO that it is under sanction or temporary suspension by the
World Bank Group, the following procedure will apply: (i) UNESCO will so
inform the Government, with a copy to the Bank, before signing such contract; (ii)
the Government and the Bank then may request direct consultations at a senior
level, if required, between the Bank, the Government and UNESCO to discuss
UNESCO’s decision; and (iii) the Bank may thereafter inform UNESCO by
notice, with a copy to the Government, that the proceeds of the Financing may not
be used to fund such contract.
(c) Any funds received by UNESCO under this Agreement that were to be used to
fund a contract in respect of which the Bank has exercised its rights under Article
VII, paragraph 5(b)(iii) above, shall be used to defray the amounts requested by
UNESCO in any subsequent Payment Request, if any, or will be treated as a
balance in favor of the Government in the calculation of the final balances upon
completion or early termination of this Agreement.
ARTICLE VIII
INTERPRETATION; PRIVILEGES AND IMMUNITIES;
SETTLEMENT OF DISPUTES BETWEEN THE PARTIES
1. The Government shall apply to UNESCO, its property, funds and assets, and to its
Experts, the provisions of the Convention on the Privileges and Immunities of the
Specialized Agencies, including Annex IV paragraph 3.
2. The Government shall deal with any claim arising from the execution of this
Agreement, which may be brought by third parties against UNESCO or its staff,
or against any person performing services on behalf of UNESCO, and shall hold
them harmless in respect of any such claim or liability, unless the Government and
UNESCO should agree that the claim or liability arises from gross negligence or
willful misconduct on the part of the individuals mentioned above.
3. Nothing contained in or relating to this Agreement shall be deemed a waiver,
express or implied, of any of the privileges and immunities of UNESCO under the
UNESCO Constitution, the Convention on the Privileges and Immunities of the
Specialized Agencies or any other international agreement.
4. This Agreement shall be governed by the UNIDROIT General Principles of
International Commercial Contracts 2010. Any dispute relating to the
interpretation or application of this Agreement shall, unless amicably settled, be
subject to conciliation. In the event of failure of the latter, the dispute shall be
settled by arbitration. The arbitration shall be conducted in accordance with the
modalities to be agreed upon by the parties or, in the absence of agreement, with
the rules of arbitration of the International Chamber of Commerce. The parties
shall accept the arbitral award as final.
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ARTICLE IX
MISCELLANEOUS
Relation between the Parties
1. Nothing contained in this Agreement will be construed as establishing a relation
of principal and agent between the Government and UNESCO. No agent or
representative of either Party has authority to make, and the Parties shall not be
bound by or be liable for, any statement, representation, promise or agreement not
set forth herein.
Language
2. This Agreement has been executed in English, which will be the binding and
controlling language for all matters relating to the meaning or interpretation of this
Agreement.
Headings
3. The headings contained in this Agreement are for reference purposes only, and
will not limit, alter or affect the meaning or interpretation of this Agreement.
Authorized Representatives
4. Any action required or permitted to be taken, and any document required or
permitted to be executed, under this Agreement by the Government or UNESCO
may be taken or executed by the authorized representatives as follows:
(a) If by the Government
[The Project Director, Project Coordination Unit, Ministry of [_________]
(b)
If by UNESCO:
[name and title]
in [name of country].
Notices
5. Any notice, request or consent required or permitted to be given or made pursuant
to this Agreement will be in writing, and addressed and delivered in person with
written acknowledgment of receipt or sent by registered mail or facsimile to such
Party as follows:
(a)
If to the Government:
Ministry of [_____________]
tel:
[
fax: [
email: [
]
]
]
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Attn: The Director, Project Coordination Unit, Ministry of []
(b) If to UNESCO:
UNESCO [name of country] Country Office
tel:
[
fax: [
email: [
]
]
]
Attn: The UNESCO Representative in [name of country]
Notices to the Bank
6. Any notice, request or consent required or permitted to be given or made to the
Bank, as the case may be, pursuant to this Agreement will be in writing, and sent
by registered mail or facsimile as follows.
The World Bank
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
tel:
[
]
fax: [
]
email: [
]
Notices Effective
7. Notices will be deemed effective as follows:
(a) in the case of personal delivery, on delivery as per date of the written
acknowledgement;
(b)
in the case of registered mail, fourteen (14) days after being sent;
(c) in the case of facsimiles, forty-eight (48) hours following confirmed
transmission.
Any such notice, request or consent shall be deemed to have been given or made
when delivered in person to an authorized representative of the Party to whom the
communication is addressed, or when sent to such Party at the address specified in
paragraph 5 above.
Amendment and Modification
8. This Agreement may be amended or modified only by written agreement of the
Parties, and any substantial modification or amendment agreed between the
Parties will become effective only upon notification by the Government to
18
UNESCO that the Bank, as the case may be, has approved such modification or
amendment.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
signed in their respective names as of the day and year first above written.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.
The Government of [ ]
The United Nations Educational, Scientific
and Cultural Organization (UNESCO)
By:
_________________________
By:
_________________________
Name:
[ ]
Name:
Title:
[
Title:
Date :
[ ]
]
Date :
19
[ ]
[ ]
Annex I
Description of the Technical Assistance
Notes: This Annex is based on the proposal prepared by UNESCO for the Government to
facilitate the Parties’ discussion regarding entering into this Agreement (“Project
Document”)
Description of the Technical Assistance shall include the following:
1.
Objectives and expected deliverables, outcomes and results of the Technical
Assistance
2.
Description of main activities (or tasks) to be carried out by UNESCO [content and
duration, phasing and interrelations, milestones, and location of performance.
[Note: Reporting requirements for the activities described in this Annex I shall be included in
Annex VI]
Annex II
Work Plan and UNESCO’s Team
Part I: Work Plan
[Shall be consistent with the technical approach and methodology as described in Annex I]
N°
Months
Activity1
1
1
2
3
4
5
6
[include and plan for mobilization phase –
especially if UNESCO needs to select
outsourced services or hire external
consultants]
2
3
4
5
n
Part II – UNESCO’s Team
(1)
List of Experts, titles, time input and period of engagement
Expert’s input (in the
form of a bar chart by
month)
N° Name of Area of
Expert5 Expertise
5
Activity/ 1 2
Position
Assigned
3
4
5
Total Expert
Months
6
Home Field total
In many cases, only the names of UNESCO staff can be listed at the time of Agreement signing. For external
experts/consultants whom UNESCO can select only after the Agreement signing, position titles, brief summary
describing each position and key qualification requirements will be included in this Annex. UNESCO will
provide the Government with the names of the consultant(s)/expert(s) promptly after they are
selected/contracted by UNESCO.
(2)
Brief description of each position of Experts included in the table above
(3)
CVs of the listed Experts [or key qualification requirements for external
Experts who are not yet selected at the time of this Agreement signing]
Part III - Working Hours and Holidays for UNESCO Experts
[UNESCO’s procedures established for the duty station country shall apply. UNESCO is to
include information on working hours and official public holidays for the country for which
this Agreement is being discussed with the Government]
Annex III
Total Funding Ceiling
(Estimate of Total Cost of the Technical Assistance)
Cost Elements Description
(10) Staff - category
(10’) Travel costs
(11) International experts/Consultants
(13) Administrative and Technical support staff
(10) Total Staff
(20) Subcontracts - category
(30) Training, seminars and meetings -category
(40) Equipment - category
(50) Miscellaneous - category
Subtotal – direct costs
(80) Support costs
Contingency*
TOTAL
Year 1
Year 2
xx
xxx
xx
xx
xxx
xx
Total
xx
-
xxx
xxx
xxx
xx
-
xx
-
-
-
xx
xx
xx
xx
xx
xxx
xxx
xxx
Requirements
(a) Totals for each category include contingencies.
(b) UNESCO may re-allocate within each category. Re-allocation between the categories
in the amount exceeding 10% of the category’s total requires prior approval of the
Government.
(c) The TOTAL is the Total Funding Ceiling. It cannot be changed without written
amendment to this Agreement and a prior no objection by the Bank.
(d) “Miscellaneous”- any item included under this category must be for the purpose of
execution of this Agreement.
(e) “Contingency” - includes a contingency for UNESCO staff statutory increase for
contracts longer than 12 months in duration. In case of statutory increase related to
UNESCO staff, the funds will be re-allocated to the relevant budget category. Only
upon re-allocation of funds from the “Contingency” to the corresponding budget
category, will the budget for “Support costs” be adjusted accordingly. Otherwise,
“Contingency” is not included in the “Sub-total: direct costs” amount that is used to
calculate the “Support costs”.
Notes:
The above template is suitable for time-based assignments when the payments are made for
the actual time spent by UNESCO Experts for provision of the Technical Assistance.
For the assignments where the outputs are delivered in a form of reports or documents,
and the payments are made in a form of lump sum installments against specific
outputs/deliverables, the budget breakdown in this Annex shall be supplemented by an
activities’ breakdown table.
Annex IV
PAYMENT SCHEDULE
[insert payment schedule agreed by the Parties for the specific Agreement]
1) 1st payment (optional) - an advance payment up to 20% of the Total Funding Ceiling
upon signing;
2) 2nd payment – first installment upon submission of Inception Report. The amount of
the first two payments shall not exceed 50% of the Total Funding Ceiling; and
3) subsequent payments are made on the basis of progress report(s) that include a
narrative on the status of activities, report on the use of earlier payments, and, if
applicable, a budget forecast for the next reporting period.
Annex V
Payment Request Template
United Nations Educational, Scientific and Cultural Organization
Organisation des Nations Unies pour l'éducation, la science et la culture
7 place de Fontenoy, 75352 Paris 07-SP, France
Telephone :
international (33) 1 45.68.10.00
Main fax :
Direct fax :
01.45.67.16.90.
01.45.68.55.07.
Name of Project: _______________________________________
IBRD Loan/IDA Credit/Grant No:____________
Loan/Credit/Grant Closing Date:________________
Claim for Calendar Period : Beginning ………… and ending …………
DESCRIPTION
AMOUNT in US$
INVOICE No: xxxxx
Date:
USD xxxx
Please transfer the [insert: advance upon signing/Inception report installment/3d
payment…..] in amount of USD xxxxxx as per Annex V “Payment Schedule” to
UNESCO’s account at the JP Morgan Chase Bank quoting the reference 700xxxxxx:
The JP Morgan Chase Bank
270 Park Avenue
New York, NY, 10017
USA
Account Number : 949-1-191558
SWIFT : CHASUS33-ABA N° 0210-0002-1
TOTAL
USD xxxxxx
___________________
xx xxxx
Senior Accountant
Note: any Payment Requests subsequent to the payment based on Inception Report shall be accompanied by a
progress report as per requirements of Annex V
Annex VI
REPORTING REQUIREMENTS
UNESCO shall submit the following reports:
1. Inception Report
[shall include:
(a) Any information missing in Annex I and Annex II at the time of Agreement signing
and detail mobilization arrangements and plans to ensure timely start up of the
Technical Assistance implementation;
(b) The names and CVs of those Experts who were not in place at the time of the signing
(and only positions were listed) but who shall be mobilized within the first 6 months;
and
(c) Forecast of estimated expenditures for the next period of [insert the duration agreed
between the Parties] and the Payment Request for the same estimated amount.
2. Progress Report(s)
[shall be based on Annex I and include:
(a) Narrative summary of the status of activities to demonstrate the linkage between the
payments made under this Agreement and deliverables, outputs or results in Annex I;
(b) Financial reporting on the use of funds (in the same format as used for the budget
estimates in Annex III), certified by UNESCO (see below); and
(c) Forecast of estimated expenditures for the next period of [insert the duration agreed
between the Parties] and the Payment Request for the same estimated amount. In the
case of the last, final Progress Report, a reconciliation of accounts and any balances
due to any Party shall be included instead of the forecast.
Certification by UNESCO:
“We hereby certify that the above amounts have been paid for the proper execution of the Project in
accordance with the terms and conditions of the Agreement. All documentation authenticating these
expenditures has been retained by UNESCO and will be available to UNESCO External Auditors for
examination in the course of the audit of UNESCO’s Financial Statements.
Certified by:
Name and Title:
Date: _______________________________”
ANNEX VII
Counterpart Staff, Services, Facilities and Property to Be Provided by the Government
The Parties agree that the Government commits to provide, at its own expense and at no cost
to UNESCO, the following inputs to facilitate successful implementation of this Agreement:
(a) Government Staff (qualified experts to work with UNESCO team): [include the list of
names, titles, brief qualifications. Indicate “n/a” if none are provided]
(b) Surveys and Technical Inputs [for example, surveys, drawings, files, maps, software,
etc., or insert “n/a” if none are provided]
(c) Services [for example, office cleaning, utilities, communication, etc. , or insert “n/a”
if none are provided]
(d) Facilities [for example, office space, meeting and conference rooms, etc., or insert
“n/a” if none are provided]
(e) Property [for example, office or computer equipment, materials, vehicles, etc., or
insert “n/a” if none are provided]
(f) [Other – insert any other inputs by the Government that do not fall under any of the
above categories but are required for successful implementation of the Technical
Assistance]
The extent and timing of provision of counterpart staff and of facilities should be agreed upon
and included in this Annex.
ANNEX IX
UNESCO SUPPORT COST
I.
Support Cost for this Agreement is [ insert %]
II.
Summary of Current Policy on Project Servicing Cost Rates
UNESCO’s Cost Recovery Policy is based on the principle that all resources required for the proper
implementation of an extra-budgetary project should be budgeted for and charged to that project.
When Regular Programme resources are used for implementing an extra-budgetary project, the related
costs should be reimbursed to the Regular Programme. The Guidelines on the Cost Recovery Policy
and Budgetary Aspects of Extra-budgetary Projects build on these principles to ensure sufficient
resources are planned for projects through comprehensive budgets to enable the organization achieve
its expected results.
Extra-budgetary Projects Indirect variable costs should be recovered in full from extra-budgetary
projects in one way or another, as a percentage rate or even as a cost component of the direct costs of
the project.
Currently UNESCO recovers these costs by applying a Programme Support Cost (PSC) rate (i.e. a
percentage of the project’s total expenditure). The standard PSC rates are:
[1] 13% – standard rate;
[1] 8% – equipment;
[1] 10% – donor-funded special accounts; [1] 7% – Delivering as One pilots, Multi-Donor Trust
Funds and United Nations Joint Programmes (provided that the costs which would have normally
been covered by the PSC rates are charged as direct costs to the project);