INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT Approved December 2013 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 INSTRUCTIONS Individual Project Implementation Agreement [IPIA] 1. Uses of this Template. This template is for use by CARE Member Partners (CMPs) when preparing an IPIA to implement a project or program at country offices managed by other CMPs across CARE International. A form of this template may also be used to document project-level implementation arrangements between CMPs, including Developing Country Members and Affiliate Members of CI (e.g. Raks Thai, CARE Brasil, CARE India, CARE Peru, etc.). This form may also be used in short-term emergency projects, with various reporting deadlines and other terms modified accordingly. 2. Template Text. This template contains mandatory headings to ensure consistency of form, and suggested text for use under each heading. CMPs should use the same headings and strongly consider the text under each heading, but each CMP may vary the text (e.g. reporting requirements, payment processes, deadlines, defined terms, procedural particularities, etc) so long as the text is generally consistent with the CI Code, and negotiated and agreed upon between the parties. The form also may not be comprehensive of all projects and donors; for example, in the event of a multi-year project funded in instalments or the project’s funding being conditional (not fully funded), the parties may need to consider language that will address the donor commitment of funds, and how and when payments will be made. Finally, it is generally expected that the base template will contain essential business terms between the parties, with the attachments providing donor-specific requirements. 3. Completion of this Template. This template is required to be initially prepared by the CMP for presentation and negotiation with the Lead Member and Country Office, with preparation occurring within seven (7) business days of confirmation of receipt of donor funding from the donor, and finalization within seven (7) business days of signature of the donor agreement/contract. The template contains a number of blank fields which will require the appropriate staff to complete in each instance. 4. Attachments. In order to ensure full compliance and transparency with project/program expectations and donor requirements, it is generally required that the actual contract or grant agreement from the donor, including project/program description and budget (the project/program proposal and budget narrative submitted to the donor, as applicable), be attached to the IPIA in full. If applicable, CMPs are encouraged to attach any template reporting forms that are expected to be used by the implementing party. 5. Amendments/Modifications. Almost all IPIAs will need to formally modified at some point during their term. This template allows for two practices depending on the preferences of the CMP/Country Office. The IPIA may be modified by re-issuing the entirety of the IPIA with the desired changes, replacing entirely the prior version. Alternatively, the IPIA may be modified by separate writing specifically indicating the desired change; in this case, each amendment should be numbered sequentially. The beginning of the template IPIA provides a location for clarifying which method will be used. 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 2 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 3 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 INDIVIDUAL PROJECT/PROGRAM IMPLEMENTATION AGREEMENT BETWEEN CARE USA (“CARE Member Partner or “CMP”) AND CARE Peru Pursuant to funding received by CMP from General Mills Foundation (“Donor”), this Individual Project/Program Implementation Agreement (“IPIA), as may be amended, together with its attachments incorporated by reference, is governed by the CARE International Code (“CI Code”). This IPIA will be modified by either of the following ways (choose one): By revision/reissuance of this IPIA in its entirety X By separate written amendment in which case each required modification will be numbered sequentially. >> I. SUMMARY INFORMATION A. Donor B. Donor Contract/Grant Number C. Project/Program Number/Fund Code D. Program Name (state the program to which this project contributes or if this is funding a complete program, please state the name) E. Project Name E. Project/Program Start and End Date F. Total Contract/Grant Amount G. Current Obligated/Committed Amount H. Current Funding Period (if limited) I. Current CMP Budget Share, (including any direct costs) J. Current Country Office Budget Share K. Indirect Cost Recovery/NICRA/Administrative Retention (if any) L. Shared Project Costs (amount/percentage, responsible party/budget) M. Match/Cost Share (total) a. Country Office Contribution, if any General Mills Foundation Improving Capacity and Livelihoods for Artichoke Producers 11/15/13 – 11/14/17 $300,000 $50,000 $261,000 $39,000 (13% of total budget) N/A N/A 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 4 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 (and type) b. Lead Member Contribution, if any (and type) c. CMP Contribution, if any (and type) N/A N. Other (if any):___________________ N/A N/A >> II. PROJECT/PROGRAM SUMMARY CMP hereby provides funding to Country Office for the activities, budget and deliverables (the “Project”) described in the proposal submitted to the Donor and the agreement (the “Donor Agreement”) signed by the CMP with the Donor, as may be modified from time to time, which is attached hereto as Attachment A, and for no other purpose. The parties agree to comply with the terms hereof and the Donor Requirements found at Attachment B. The activities of the Project/Program generally include the following: Improving Capacity and Livelihoods for Artichoke Producers and the project is understood to be contributing to results in line with (the program). >> III. PAYMENT A. Advance Payment Payments under this IPIA shall be made from CMP to Country Office on an advance basis in USD consistent with the activities and detailed budget attached at Attachment C. B. Payment Schedule Payment Amounts and Dates Date/Event/Milestone Currency Amount Requirements/Remarks IPIA signed USD $25,000 5/30/14 USD $25,000 (1) Payments will be made in US Dollars, and Country Office agrees to confirm receipt. (2) CMP payments to Country Office are contingent upon (i) satisfactory progress of the Project/Program by the Country Office, (ii) timely submission of narrative and financial reports pursuant to Article IV of this IPIA, and (iii) compliance with the terms and conditions of this IPIA and applicable laws and regulations. (3) All expenditures shall subsequently be documented in the Monthly Financial Report (MFR). Such forms shall be submitted to Sheila Alcid ([email protected]). C. Bank Account 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 5 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 Payments under this IPIA shall be made to the following account: Bank Name Bank Address Account Number SWIFT Code Currency of Account BANCO DE CREDITO DEL PERU AVENIDA JUAN DE ARONA 893 SAN ISIDRO- LIMA- PERU 193-2026600-1-16 BCPLPEPL USD D. Exchange Rates CMP, Lead Member and Country Office agree to actively manage any exchange rate risk prior to and during this IPIA pursuant to Section 5 of the CI Code. Notwithstanding the foregoing, in circumstances such as a loss of value of the Donor currency, the amount committed by CMP shall not change regardless of exchange rate fluctuations, except by written agreement by an authorized representative of the CMP. It is understood that this may result in changes in activities or milestones of the project as agreed between CMP, Country Office, and, if necessary, Donor. E. Bank Charges Bank charges for fund transfers will be borne by the sender pursuant to Section 5 of the CI Code. >> IV. PROJECT/PROGRAM REPORTING Country Office agrees to fully and timely comply with the project/programmatic and financial reporting requirements set forth in the Donor Agreement , and with any other report that may be required by Donor or reasonably required by CMP during implementation of the Project/Program. A summary of narrative and financial reports, work plan/budget submissions, if any, and final reports is attached at Attachment D. In the event the Donor requires submission of any report directly by Country Office, or communicates directly with Country Office about material issues relating to implementation of the Project/Program, Country Office and CMP will work collaboratively to provide a responsive submission. CMP shall timely provide feedback on any report to the Country Office prior to submission to the Donor. A. Narrative Reports (1) Language for Reports (2) Content and Frequency of Narrative Project/Program Reports (3) Special Narrative Reports English The CO will submit interim narrative reports in sufficient detail to comply with the Donor Agreement on 6/15/14, 12/15/14, 6/15/15, 12/15/15, 6/15/16, 12/15/16 and 6/15/17. N/A 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 6 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 (4) Other Required Narrative Reports (5) Other Reports as Reasonably Requested N/A N/A B. Financial Reports (1) Content and Frequency of Financial Reports The CO will submit interim financial reports in sufficient detail to comply with the Donor Agreement on 6/15/14, 12/15/14, 6/15/15, 12/15/15, 6/15/16, 12/15/16 and 6/15/17. (2) Other Required Financial Reports Monthly Report: All financial information required by the CARE USA financial system, should be submitted by the15th) of each month to CARE USA Finance, Attn: Sheila Alcid ([email protected]). (3) Other Reports as Reasonably Requested (4) Method of Currency Conversion (5) Budget Line Item Transfer Restrictions/ Donor Line Item Flexibility Limits (6) Currency Used for Financial Reporting (7) Interest N/A N/A USD N/A C. Work Plans and Budgets If required by the Program/Project and/or the Donor, the parties shall work together to timely submit any required work plans and related budgets to the Donor in a form required by Donor, as follows: Description of Required Submission (if any) Due Date to Donor In the event of a need for revised work plans and/or budgets, the CMP and CO will work together to ensure a timely submission pursuant to Donor requirements, if any. D. Final Reports/Project Conclusion CMP and Country Office will work together to ensure a timely and efficient close-out of the project/program pursuant to applicable Donor regulations and reasonable requirements of CMP. Any costs relating to close-out activities taking place after the term of this IPIA shall be born by the Country Office, except by written agreement by an authorized representative of the CMP. (1) Content Final Narrative Reports The CO will submit a final narrative report in sufficient detail to comply with the Donor Agreement on 12/15/17 which is 14 days prior to the report due date to the Donor. 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 7 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 (2) Content of Final Financial Reports The CO will submit a final financial report in sufficient detail to comply with the Donor Agreement on 12/15/17, which is 14 days prior to the report due date to the Donor. (3) Other: ____________ >> V. PROCUREMENT, ASSET MANAGEMENT, AND DISPOSAL OF ASSETS (1) Any Donor specific requirements relating to procurement, asset management and disposal of project assets will be contained in Attachments A and B, and will take preference over other terms in this section. (2) Country Office shall maintain a policy that provides for a high level of integrity and avoidance of conflicts of interest in the procurement process. Procurement transactions shall be conducted in a manner to provide, to the maximum extent practical, open and free competition. Contracts shall be awarded only to those bids that are responsive to the solicitation and are most advantageous considering price, quality, and other factors deemed appropriate by the CO, and should be made only with responsible parties who possess the potential ability to perform successfully under the terms and conditions of the proposed procurement. (3) Country Office should maintain an inventory of equipment and supplies purchased under this Agreement, provide reasonable maintenance, insurance, and care, and ensure their use for the benefit of the Project. Refer to Attachments A and B for any applicable threshold of application. (4) Unless stated specifically in Attachments A and B, Country Office may not dispose of any equipment or supplies without prior written approval of an authorized representative of CMP. >> VI. SCHEDULE OF EVALUATIONS CMP and Country Office will work together to conclude the terms of reference of any written evaluation of the Program/Project pursuant to the below estimated schedule. Country Office will receive as much notice as possible for any other evaluations that may be scheduled. The CMP will submit any terms of reference to the Donor for approval, if required, and representatives of the Donor may be invited to participate in the evaluation. The cost of evaluations will be covered by the Program/Project unless agreed upon in writing in advance. Both CMP and Country Office will be provided a copy of any evaluation of the Program/Project. Date of Evaluation Type of Evaluation Date to Conclude TOR 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Other Page 8 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 >> VII. MONITORING AND CAPACITY BUILDING (1) Monitoring visit(s) addressing the priorities of CMP and/or the Donor may be undertaken by CMP staff or designates of the CMP. Monitoring may include visits to in-country Program/Project partners. CMP agrees to develop a brief terms of reference for any visit for input from the CO , and provide adequate advance notice of any monitoring visits, preferably at least 30 days. Country Office agrees to cooperate with any such visit. Monitoring visits should conclude with either a verbal or written final report as soon as practical after the conclusion of a monitoring visit. Costs of any monitoring visits, activities or reports will be as provided in the approved budget for the Program/Project. If Program/Project funding is not available, the cost will be borne by the CMP. Consistent with Section 5 of the CI Code, and as may be specifically set forth in Attachment B, CMP agrees to provide Country Office with information necessary to comply with the terms and conditions of this IPIA. (2) Any sub-grants to partner organizations will be effectively monitored by Country Office to ensure that activities are consistent with the sub-grant and in accordance with applicable laws and regulations, including capacity building of partner organizations. Such monitoring may include site visits, periodic reviews, audits, and other monitoring activities or requirements. Country Office agrees to implement any supplemental monitoring activities that may be reasonably requested and budgeted by CMP or required by the Donor. Any sub-grants/contracts made with partner organizations will be made available to CMP upon request. >> VIII. AUDITS/RECORD RETENTION During the term of this IPIA and for 5 years thereafter, and with as much notice as practical, the Donor, CMP and/or its agents, during normal business hours, will have full and free access to inspect, audit and make extracts of such books and records. CMP shall advise Country Office as soon as practicable, preferably at least 30 days advance notice, of any anticipated audit of the Country Office, and Country Office agrees to cooperate with any such audit. As specific in Attachment B, CMP may require Country Office to have performed an external audit required to be timely submitted to the CMP. The costs of any audit shall be borne by the Project, or as may be otherwise agreed by the parties. Records and supporting documentation relating to the Program/Project shall be maintained for a period of 5 years after the submission of the final reports required by this IPIA, the cost of which shall be born by the Country Office except by written agreement by an authorized representative of the CMP. Destruction of records may occur only when the Country Office is advised by CMP that there is no reason for such records to be maintained due to audit, legal, or other reasons. >> IX. VISIBILITY As set forth specifically in Attachment A or B, Country Office will comply with any requirements, processes and/or procedures for the public recognition of the Donor under this IPIA. >> X. TERMINATION AND SUSPENSION 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 9 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 1) Country Office understands that the Donor Agreement is subject to certain termination and/or suspension rights of the Donor. Any termination or suspension by the Donor shall be applied to this IPIA. 2) CMP may terminate or suspend this IPIA if Country Office materially fails to comply with this IPIA, provided that Country Office is given ninety (90) days prior notice of the effective date of the termination or suspension, during such time Country Office will be given reasonable opportunity to remedy/cure the default in CMP’s reasonable discretion. 3) Only if exceptional circumstances warrant, and after consideration of reputational risk, Country Office may terminate this IPIA upon providing ninety (90) days’ prior written notice to CMP. 4) The parties may mutually agree in writing to terminate this IPIA for any reason. 5) Upon receipt of and in accordance with any termination or suspension notice from the Donor or CMP, Country Office agrees to take immediate action to minimize expenditures and obligations funded by this IPIA and cancel such obligations whenever possible. The costs of winding down the Program/Project shall be in accordance with the requirements of the Donor Agreement and the Donor. Within ninety (90) days after the effective date of termination, or as the Donor may otherwise require, Country Office agrees to repay to the Donor (through CMP) unexpended funds that are not otherwise obligated by a legally binding commitment. Additionally, the CI Member shall (if applicable) reimburse the Country Office for all funds or assets spent or committed (contractually or otherwise) in accordance with the terms of this Agreement, the Funding Contract and applicable Donor regulations. This payment shall be made within ninety (90) days after the effective date of termination. Regardless of the circumstance, the parties agree to ensure an orderly close-out process of this IPIA. >> XI. ADDITIONAL REMARKS 1) Contacts. Unless written notice is otherwise given, the following individuals may be contacted with any questions regarding this IPIA: a. For Country Office: Milovan Stanojevich Destefano b. For Lead Member: Mare Fort c. For CMP, if applicable: d. For CI, if applicable: 2) Disallowed Costs. To be handled pursuant to Section 5 of the CI Code, or as otherwise may be agreed in writing by authorized representatives of the parties. 3) Disputes. Disputes regarding this IPIA shall be handled pursuant to Section 5 of the CI Code, or as otherwise may be agreed in writing by authorized representatives of 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 10 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 the parties. 4) Work under this IPIA. Country Office work created pursuant to this IPIA is original work, or if not, any third party rights in any work must be secured prior to use in the Program/Project. The ownership of any intellectual property from the activities under this IPIA will be subject to any requirements of Donor. The parties to this IPIA may also separately agree on any ownership and rights to any work by written agreement between authorized representatives of the parties to this IPIA. 5) Sub-granting/Subcontracting. Except as set forth in the proposal and Donor Agreement, Country Office shall not subgrant or subcontract any portion of its performance hereunder without the prior written consent of the CMP and, if applicable, the Donor. 6) Compliance Applicable Laws. Each party shall comply with laws and regulations applicable to this IPIA. Each party hereby certifies that it has not knowingly provided and will not knowingly provide, in violation of applicable laws, material support or resources to any individual or organization that advocates, plans, sponsors, engages in, or has engaged in an act of terrorism. The Country Office is responsible for complying with all applicable laws and regulations, established financial policies and procedures, and maintaining appropriate internal controls. 7) Force Majeure. Unless otherwise required by the Donor, neither party shall be responsible for performance delays, acts or omissions (other than relating to payment) resulting from events beyond its reasonable control (each a “Force Majeure Event”), including Acts of Nature, civil unrest, government action, power or utility failures, strikes or other labour disturbances. The affected party shall provide the other prompt notice of the Force Majeure Event, and keep the other party advised during the duration of the Force Majeure Event. In the event the Force Majeure event lasts beyond sixty (60) days, the parties will reach a mutually agreeable solution. 8) Relationship of the Parties. The CMP and Lead Member/Country Office are independent contractors with respect to each other, and: (a) neither party is an agent of the other, or has authority to enter into any contract or undertaking in the name or account of the other party, express or implied, except as specifically set forth herein; and (b) nothing in this IPIA shall be construed to create an employer/employee relationship, partnership or joint venture between the parties, or between a party and any employee of the other party. 9) Order to Applicability. In the event of a conflict between the terms of this IPIA and the Donor Agreement, the terms of the Donor Agreement control. 10) Entire Agreement and Amendment. This IPIA contains the entire agreement of the parties related to the subject matter hereof, and no representation, promises or agreements, oral or otherwise, not included in this IPIA shall be binding. Any modification of this IPIA shall be in writing and signed by duly authorized representatives of each party. If any provision of this agreement shall be held invalid, illegal or unenforceable, then the validity and enforceability of the remaining provisions will not in any respect be impaired. 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 11 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 >> XII. SIGNATURES The below parties, by signing, attest to their authority to do so on behalf of Country Office, Lead Member and CMP, as applicable, and that no further parties are required to sign in order for this agreement to be in full force and effect. A. For the Country Office: Name: Milovan Stanojevich Destefano Position: National Director Date 12/03/13 B. For the CARE Member Partner: Name: Mare Fort Position: Regional Director Date C. For Lead Member (if applicable): Name: Position: Date D. For CARE International (if applicable): Name: Position: Date Attachments: Attachment A: Donor Agreement Attachment B: Donor Requirements Attachment C: Detailed Program/Project Description and Budget [to be used if there are more detailed versions than those found in Attachment A, or if further detail is required] Attachment D: Narrative and Financial Report Summary 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 12 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 >> ATTACHMENT A: DONOR AGREEMENT 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 13 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 >> ATTACHMENT B: DONOR REQUIREMENTS SEE AWARD LETTER 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 14 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 >> ATTACHMENT C: DETAILED PROJECT/PROGRAM DESCRIPTION AND BUDGET Personnel(1 PT project manager + M&E) Sub-grant to AgroMantaro Travel & Professional Services Materials, Services and Consumables $ $ $ $ 65,039 150,000 17,819 28,142 CARE Technical and Administrative Support $ 39,000 $ 300,000 TOTAL 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 15 of 16 IIPIA for [“Improving Capacity and Livelihoods for Artichoke Producers”] – PN XXX – FC XXX Form Revised December 2013 >> ATTACHMENT D: NARRATIVE AND FINANCIAL, WORK PLAN AND FINAL REPORT SUMMARY Type of report Interim Interim Interim Interim Interim Interim Interim Final Date to be received by CMP 6/15/14 12/15/14 6/15/15 12/15/15 6/15/16 12/15/16 6/15/17 12/15/17 Narrative Financial Period Covered X X X X X X X X X X X X X X X X 11/15/13 – 5/14/14 5/15/14 – 11/14/14 11/15/14 – 5/14/15 5/15/15 – 11/14/15 11/15/15 – 5/14/16 5/15/16 – 11/14/16 11/15/16 – 5/14/17 5/15/17 – 11/14/17 13-2 INDIVIDUAL PROJECT IMPLEMENTATION AGREEMENT 201312 Page 16 of 16
