Page 1 The World Bank 1818 H Street N.W. (202) 477-1234 I NTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS August 19, 2010 CONFORMED COPY FOR PUBLIC DISCLOSURE Mr. Alejandro Foxley Executive Director Corporación de Estudios para Latinoamérica Dag Hammarskjöld 3269, piso 3 Vitacura, Santiago Republic of Chile Re: LATIN AMERICA: IDF Grant for Latin America Development and Social Cohesion Project (Grant No. TF097262) Dear Mr. Foxley: In response to the request for financial assistance made on behalf of the Corporación de Estudios para Latinoamérica (CIEPLAN) (“Recipient”), I am pleased to inform you that the International Bank for Reconstruction and Development (“World Bank”) proposes to extend to the Recipient, for the benefit of the participating countries (the “Participating Countries”) (as defined in the Annex), a grant from the World Bank’s Institutional Development Fund (“IDF”) in an amount not to exceed four hundred sixty nine thousand nine hundred thirty five United States Dollars (US$469,935) (“Grant”) on the terms and conditions set forth or referred to in this letter agreement (“Agreement”), which includes the attached Annex, to assist in the financing of the project described in the Annex (“Project”). The Recipient represents, by confirming its agreement below, that it is authorized to enter into this Agreement and to carry out the Project in accordance with the terms and conditions set forth or referred to in this Agreement. Please confirm the Recipient’s agreement to the foregoing by having an authorized official of the Recipient sign and date the enclosed copy of this Agreement, and returning it to the World Bank. Upon receipt by the World Bank of this countersigned copy, this Agreement shall become effective as of the date specified by the World Bank in accordance with Article V of the Annex to this Agreement. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Elizabeth Adu Acting Vice President Latin America and the Caribbean Region Page 2 2 AGREED: CORPORACIÓN DE ESTUDIOS PARA LATINOAMÉRICA By: /s/ Alejandro Foxley Authorized Representative Title: President Date: September 3, 2010 Enclosures : (1) Standard Conditions for Grants Made by the World Bank Out of Various Funds, dated July 1, 2008. (2) Disbursement Letter dated August 19, 2010, together with World Bank Disbursement Guidelines for Projects, dated May 1, 2006. Page 3 3 IDF Grant No. TF097262 ANNEX Article I Standard Conditions; Definitions 1.01. Standard Conditions. The Standard Conditions for Grants Made by the World Bank Out of Various Funds dated July 1, 2008 (“Standard Conditions”), with the modifications set forth in Section I of the Appendix to this Agreement, constitute an integral part of this Agreement. 1.02. Definitions. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the Standard Conditions or in this Agreement. (a) “ Corpora ción de Estudios para Latinoamérica ” or “CIEPLAN” means an academic institution established and operating under the Decree No. 1122 published in the Republic of Chile’s Official Gazette on October 17, 1975; (b) “Participating Country” means any of the Latin America and the Caribbean countries, selected by the World Bank to participate in the Project. “Participating Countries” means all of said countries; and (c) “Participating NGO” means the nongovernmental organization in each one of the Participating Countries, acceptable to the World Bank, that will assist the Recipient in the implementation of the Project activities in the Participating Countries. “Participating NGOs” means all of said organizations. Article II Project Execution 2.01. Project Objectives and Description. The objective of the Project is to build a post-crisis development agenda for the Participating Countries, through country-specific consensus in areas such as: (i) democratic governance; (ii) equal opportunities; (iii) competitiveness; and (iv) sustainable economic growth with social emphasis. The Project consists of the following parts: Part A: Capacity Building for Policy Dialogues Provision of technical assistance and training to: (a) identify stakeholders and Selected NGOs in the Participating Countries; (b) draft a timetable for workshops and related dissemination activities in the Participating Countries; (c) carry out the initial workshop, which will be hosted by CIEPLAN including representatives of the Participating Countries to further elaborate and prepare a report on the Participating Country’s main public policy priorities; (d) conduct research and prepare a series of papers on socioeconomic challenges in the Participating Countries; (e) organize wrap-up conferences in at least three Participating Countries to build and reinforce consensus on their own reform agenda and propose specific recommendations for policymakers; and (f) prepare a national development plan in a participatory manner with relevant stakeholders in each one of the Participating Countries. Page 4 4 Page 5 5 Part B: Communication Strategy Provision of technical assistance to develop and implement a communication strategy aimed at: (a) the preparation of a regional agenda on specific country development issues; (b) the preparation of video news releases (VNRs), a website and opinion pieces on development issues in the Participating Countries, targeting international, regional and nation policymakers, academia, non- government organizations, think tanks, and the media; (c) dissemination of the main messages and issues arising from individual country dialogues at national, regional and international levels through news coverage, websites; and (d) promotion of discussions among policymakers and civil society. Part C: Audit Carrying out of the audit of Grant activities. 2.02. Project Execution Generally. (a) The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project in accordance with the provisions of: (i) Article II of the Standard Conditions; (ii) the “Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants”, dated October 15, 2006 (“Anti-Corruption Guidelines”), with the modifications set forth in the Section II of the Appendix to this Agreement; (iii) this Article II; (iv) the Country Participation Agreements (as defined herein); and (v) the NGO Participation Agreements (as defined herein). (b) The Recipient shall promptly provide as needed, in kind contributions, inter alia , office facilities, counterpart staff time, and administrative support. (c) The Recipient shall establish and thereafter maintain, until the completion of the Project an advisory council (the “Advisory Council”), comprised of individuals with background in post-crisis development, with functions which shall be acceptable to the Bank, including inter alia : (i) providing the Recipient, throughout the life of the Project, overall guidance during implementation; (ii) participating in the Project’s training activities, workshops and conferences; and (iii) overseeing progress in achieving the objectives of the Project, proposing solutions to overcome any obstacles that may impede the successful completion of Project activities. (d) To facilitate the carrying out of the Project, the Recipient shall enter into, and thereafter maintain an agreement with a selected and acceptable entity in each Participating Country (the “Country Participation Agreement”), under terms and conditions acceptable to the World Bank, including provisions of the Anticorruption Guidelines with the modifications set forth in the Section II of the Appendix to this Agreement. (e) The Recipient shall exercise its rights under each Country Participation Agreement in such manner as to fulfill the obligations of the Recipient and the World Bank to accomplish the purposes of the Grant Agreement. Except as the World Bank shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive any of the provisions of the Country Participation Agreement. (f) To facilitate the carrying out of the Project, the Recipient shall enter into, and thereafter maintain, an agreement with each Participating NGOs (the “NGO Participation Agreement”), under terms and conditions acceptable to the World Bank, including provisions of Page 6 6 the Anticorruption Guidelines with the modifications set forth in the Section II of the Appendix to this Agreement. (g) The Recipient shall exercise its rights under each NGO Participation Agreement in such manner as to fulfill the obligations of the Recipient and the World Bank to accomplish the purposes of the Grant Agreement. Except as the World Bank shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive any of the provisions of the NGO Participation Agreement. 2.03. Project Monitoring, Reporting and Evaluation. (a) The Recipient shall monitor and evaluate the progress of the Project and, upon the World Bank’s request, prepare Project Reports, in accordance with the provisions of Section 2.06 of the Standard Conditions and on the basis of the indicators set forth below in paragraph (b) of this Section. Each Project Report shall cover such period as shall be indicated in the World Bank’s request and shall be furnished to the World Bank not later than one month after the date of such request. (b) The performance indicators referred to above in paragraph (a) consist of the following: (i) Preparation of at least three (3) development cohesion action plans by the Recipient with the cooperation of Selected NGOs by June 30, 2011. (ii) Have at least 500 visits/hits to CIEPLAN’s new website by June 30, 2011. (c) The Recipient shall, upon the World Bank’s request, prepare the Completion Report in accordance with the provisions of Section 2.06 of the Standard Conditions. The Completion Report shall be furnished to the World Bank not later than five months after the Closing Date. 2.04. Financial Management. (a) The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.07 of the Standard Conditions. (b) The Recipient shall ensure that interim unaudited financial reports for the Project are prepared and furnished to the World Bank not later than one month after the end of each calendar quarter, covering the quarter, in form and substance satisfactory to the World Bank. (c) The Recipient shall have its Financial Statements audited in accordance with the provisions of Section 2.07 (b) of the Standard Conditions. Each audit of the Financial Statements shall cover the period of one fiscal year of the Recipient. The audited Financial Statements for such period shall be: (i) furnished to the World Bank not later than three months after the end of such period; and (ii) made publicly available in a timely fashion and in a manner acceptable to the World Bank. Page 7 7 2.05. Procurement. (a) General . All goods and services required for the Project and to be financed out of the proceeds of the Grant shall be procured in accordance with the requirements set forth or referred to in: (i) Section I (excluding paragraph 1.16) of the “Guidelines: Procurement under IBRD Loans and IDA Credits” published by the World Bank in May 2004 and revised in October 2006 and May 2010 (“Procurement Guidelines”), in the case of goods; and (ii) Sections I (excluding paragraph 1.24) and IV of the “Guidelines: Selection and Employment of Consultants by World Bank Borrowers” published by the World Bank in May 2004 and revised in October 2006 and May 2010 (“Consultant Guidelines”) in the case of consultants’ services. (b) Definitions . The capitalized terms used in the following paragraphs of this Section to describe particular procurement methods or methods of review by the World Bank of particular contracts, refer to the corresponding method described in the Procurement Guidelines, or the Consultant Guidelines, as the case may be. (c) Particular Methods of Procurement of Goods and Non-consultant Services . Goods and Non-consultant Services shall be procured under contracts awarded on the basis of Shopping. (d) Particular Methods of Procurement of Consultants’ Services (i) Except as otherwise provided in item (ii) below, consultants’ services shall be procured under contracts awarded on the basis of Quality- and Cost-based Selection. (ii) The following methods may be used for the procurement of consultants’ services for those assignments which the World Bank agrees meet the requirements set forth in the Consultant Guidelines for their use: (A) Quality-based Selection; (B) Selection under a Fixed Budget; (C) Least Cost Selection; (D) Selection based on Consultants’ Qualifications; (E) Single-source Selection; (F) Selection of Individual Consultants; and (G) Sole Source Procedures for the Selection of Individual Consultants. (e) Review by the World Bank of Procurement Decisions . Except as the World Bank shall otherwise determine by notice to the Recipient, the first contract to be awarded in accordance with each procurement method shall be subject to Prior Review by the World Bank. All other contracts shall be subject to Post Review by the World Bank. Page 8 8 Article III Withdrawal of Grant Proceeds 3.01. Eligible Expenditures. The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of: (a) Article III of the Standard Conditions; (b) this Section; and (c) such additional instructions as the World Bank may specify by notice to the Recipient (including the “World Bank Disbursement Guidelines for Projects” dated May 2006, as revised from time to time by the World Bank and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the following table. The table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Grant (“Category”), the allocations of the amounts of the Grant to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: For the purposes of this Section, the term “Training/Workshops” means reasonable non- consultant costs incurred in connection with the provision of training and workshops conducted under the Project in the territory of the Participant Countries, including printing, purchase and publication of materials, coffee and lunch services, rental of facilities and equipment, and travel and subsistence of trainees, and workshop organizers but excluding salaries of the Recipient’s staff and civil service. 3.02. Withdrawal Conditions. Notwithstanding the provisions of Section 3.01 of this Agreement, no withdrawal shall be made for payments made prior to the date of countersignature of this Agreement by the Recipient, except that, withdrawals up to an aggregate amount not to exceed $93,987 equivalent may be made for payments made prior to this date but on or after June 1, 2010 for Eligible Expenditures under Category (2) and (3). Category Amount of the Grant Allocated (expressed in US Dollars) Percentage of Expenditures to be Financed (inclusive of Taxes) (1) Goods 12,400 100% (2) Consultants’ services 399,519 100% (3) Training/Workshops 48,016 100% (4) Audit 10,000 100% TOTAL AMOUNT 469,935 Page 9 9 3.03. Withdrawal Period. The Closing Date referred to in Section 3.06 (c) of the Standard Conditions is three years after the date of countersignature of this Agreement by the Recipient. Article IV Additional Remedies 4.01. Additional Event of Suspension. The Additional Event of Suspension referred to in Section 4.02 (k) of the Standard Conditions consists of the following, namely that any Participating Country has ceased to be a member of the World Bank or has been affected in a manner that negatively impacts the implementation of the Project activities. Article V Effectiveness 5.01. This Agreement shall not become effective until evidence satisfactory to the World Bank has been furnished to the World Bank that the conditions specified below have been satisfied, namely that the execution and delivery of this Agreement on behalf of the Recipient have been duly authorized or ratified by all necessary governmental and corporate action. 5.02. As part of the evidence to be furnished pursuant to Section 5.01, there shall be furnished to the World Bank an opinion or opinions satisfactory to the World Bank of counsel acceptable to the World Bank showing that this Agreement has been duly authorized or ratified by the Recipient, and executed and delivered on its behalf and it is legally binding, in accordance with its terms. 5.03. Except as the Recipient and the World Bank shall otherwise agree, this Agreement shall enter into effect on the date upon which the World Bank dispatches to the Recipient notice of its acceptance of the evidence required pursuant to Section 5.01 (“Effective Date”). If, before the Effective Date, any event has occurred which would have entitled the World Bank to suspend the right of the Recipient to make withdrawals from the Grant Account if this Agreement had been effective, the World Bank may postpone the dispatch of the notice referred to in this Section until such event (or events) has (or have) ceased to exist. Article VI Termination 6.01. Termination for Failure to Become Effective . This Agreement and all obligations of the parties under it shall terminate if it has not entered into effect within 90 days after its signature, unless the World Bank, after consideration of the reasons for the delay, establishes a later date for the purposes of this Section. The World Bank shall promptly notify the Recipient of such later date. 6.02. Termination for Lack of Implementation or Disbursement. This Agreement and all obligations of the parties under it shall terminate if the Grant has not been implemented or has not disbursed any funds by February 17, 2010, unless the World Bank, after consideration of the Page 10 10 reasons for the delay, establishes a later date for the purpose of this Section. The World Bank shall promptly notify the Recipient of such later date. Article VII Recipient’s Representative; Addresses 7.01. Recipient’s Representative . The Recipient’s Representative referred to in Section 7.02 of the Standard Conditions is its Executive Director. 7.02. Recipient’s Address . The Recipient’s Address referred to in Section 7.01 of the Standard Conditions is: Corporación de Estudios para Latinoamérica Dag Hammarskjöld 3269, piso 3 Vitacura, Santiago Republic of Chile Telephone: (56-2) 796-5660 Facsimile: (56-2) 426-9989 7.03. World Bank’s Address . The World Bank’s Address referred to in Section 7.01 of the Standard Conditions is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable: Telex: Facsimile: INTBAFRAD 248423 (MCI) or 1-202-477-6391 Washington, D.C. 64145 (MCI) Page 11 11 APPENDIX Modifications to the Standard Conditions and the Anti-Corruption Guidelines Section I. The Standard Conditions are modified as follows: 1. The provisions of Section 4.02 (j) of the Standard Conditions are modified to read as follows: (j) Ineligibility . IBRD or IDA has declared the Recipient (other than the Member Country) ineligible to receive proceeds of any financing made by IBRD or IDA or otherwise to participate in the preparation or implementation of any project financed in whole or in part by IBRD or IDA, as a result of: (i) a determination by IBRD or IDA that the Recipient has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the use of the proceeds of any financing made by IBRD or IDA; and/or (ii) a declaration by another financier that the Recipient is ineligible to receive proceeds of financings made by such financier or otherwise to participate in the preparation or implementation of any project financed in whole or in part by such financier as a result of a determination by such financier that the Recipient has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the use of the proceeds of a financing made by such financier. ” 2. The reference to “Member Country” in the Standard Conditions means any of the Participating Countries. Section II. The modifications to the Anti-Corruption Guidelines are as follows: 1. Section 5 is re-numbered as Section 5(a) and a new Section 5(b) is added to read as follows: “…(b) These Guidelines also provide for the sanctions and related actions to be imposed by the Bank on Borrowers (other than the Member Country) and all other individuals or entities who are recipients of Loan proceeds, in the event that the Borrower or the individual or entity has been debarred by another financier as a result of a determination by such financier that the Borrower or the individual or entity has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the use of the proceeds of a financing made by such financier.” 2. Section 11(a) is modified to read as follows: “… (a) sanction in accordance with prevailing Bank’s sanctions policies and procedures (fn13) a Borrower (other than a Member Country) (fn 14) or an individual or entity, including (but not limited to) declaring such Borrower, individual or entity ineligible publicly, either indefinitely or for a stated period of time: (i) to be awarded a Bank- financed contract; (ii) to benefit from a Bank-financed contract, financially or otherwise, for example as a sub-contractor; and (iii) to otherwise participate in the preparation or implementation of the project or any other project financed, in whole or in part, by the Bank, if at any time the Bank determines (fn 15) that such Borrower, individual or entity Page 12 12 has engaged in corrupt, fraudulent, collusive, coercive or obstructive practices in connection with the use of loan proceeds, or if another financier with which the Bank has entered into an agreement for the mutual enforcement of debarment decisions has declared such person or entity ineligible to receive proceeds of financings made by such financier or otherwise to participate in the preparation or implementation of any project financed in whole or in part by such financier as a result of a determination by such financier that the Borrower or the individual or entity has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the use of the proceeds of a financing made by such financier.” Footnotes: “13. An individual or entity may be declared ineligible to be awarded a Bank financed contract upon completion of sanctions proceedings pursuant to the Bank’s sanctions policies and procedures, or under the procedures of temporary suspension or early temporary suspension in connection with an ongoing sanctions proceeding, or following a sanction by another financier with whom the Bank has entered into a cross debarment agreement, as a result of a determination by such financier that the firm or individual has engaged in fraudulent, corrupt, coercive or collusive practices in connection with the use of the proceeds of a financing made by such financier.” “14. Member Country includes officials and employees of the national government or of any of its political or administrative subdivisions, and government owned enterprises and agencies that are not eligible to bid under paragraph 1.8(b) of the Procurement Guidelines or participate under paragraph 1.11(c) of the Consultant Guidelines.” “15. The Bank has established a Sanctions Board, and related procedures, for the purpose of making such determinations. The procedures of the Sanctions Board sets forth the full set of sanctions available to the Bank. In addition, the Bank has adopted an internal protocol outlining the process to be followed in implementing debarments by other financiers, and explaining how cross-debarments will be posted on the Bank’s website and otherwise be made known to staff and other stakeholders.”