TERMS OF REFERENCE

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					GENERAL SECRETARIAT OF THE ORGANIZATION OF AMERICAN STATES

                            ("GS/OAS")




                            BID No. 10/07


                   REQUEST FOR PROPOSALS


                                FOR

        CONSULTANT SERVICES TO ASSIST THE GS/OAS IN:

       (A) DEVELOPING A REQUEST FOR PROPOSALS;
       (B) EVALUATING THE BID PROPOSALS RECEIVED; AND
       (C) NEGOTIATING THE CONTRACT

                               FOR

         THE SELECTION OF A THIRD PARTY ADMINISTRATOR OF THE
                 GS/OAS SELF-INSURED HEALTH CARE PLAN




                            June 22, 2007

             Issued by the Office of Procurement Services
     GENERAL SECRETARIAT OF THE ORGANIZATION OF AMERICAN STATES


                                        BID No. 10/07

                               REQUEST FOR PROPOSALS

                                  FOR
                CONSULTANT SERVICES TO ASSIST THE GS/OAS IN:

              (A) DEVELOPING A REQUEST FOR PROPOSALS;
              (B) EVALUATING THE BID PROPOSALS RECEIVED; AND
              (C) NEGOTIATING THE CONTRACT

                                             FOR

         THE SELECTION OF A THIRD PARTY ADMINISTRATOR OF THE
                GS/OAS SELF-INSURED HEALTH CARE PLAN


     TECHNICAL SPECIFICATIONS AND GENERAL TERMS AND CONDITIONS



I.     BACKGROUND

1.1    The General Secretariat of the Organization of American States (hereinafter referred to as
the “GS/OAS” or “Owner”) is a public international organization with headquarters in
Washington, D.C., United States of America (“U.S.A.”). The Department of Human Resources
(hereinafter referred to as the “DHR”) is seeking the services of an independent contractor
(hereinafter referred to as Consultant”, except in Attachment I, hereto, where the independent
contractor is referred to as the “Contractor”) to assist the GS/OAS in the competitive bidding
process regarding:

               (i)     The preparation for publication by GS/OAS of a Request for Proposals
       (“RFP”) for the selection of a third party administrator (hereinafter referred to as the
       “Health Plan Administrator”) of the GS/OAS’ Self Insured Health Care Plan (hereinafter
       referred to as the “GS/OAS Health Plan”);

              (ii)    Evaluation of the bid proposals received; and,

              (ii) The selection of, and the contracting with, the winning bidder to become
       the GS/OAS Health Plan Administrator.

1.2   CareFirst BlueCross BlueShield, the business name of Group Hospitalization and
Medical Services, Inc. (hereinafter referred to as “CareFirst”) is the current GS/OAS Health Plan
Administrator. CareFirst, which is eligible to bid on this Contract, won the contract award in
1993 as the result of the most recent competitive bid process conducted by the GS/OAS for the
administration of the GS/OAS Health Plan.

1.3    Through this RFP, GS/OAS seeks assistance from the winning bidder in helping GS/OAS
to obtain the best possible Health Plan Administrator to manage the GS/OAS Health Plan in
accordance with GS/OAS requirements, at the most competitive market price.

II.    SELECTION PROCESS

2.1     The specifications and requirements contained in this document constitute a Request for
Proposal from the GS/OAS for the consultant services for assisting the GS/OAS in selecting a
Health Plan Administrator through competitive bidding methods. The winning bidder will be
responsible for assisting GS/OAS in developing a request for proposals for a Health Plan
Administrator, assisting in evaluation of the bid proposals received, and assisting in the selecting
of and the contracting with the winning bidder for the Health Plan Administrator Contract.

2.2     This RFP does not in any manner whatsoever constitute a commitment or obligation on
the part of GS/OAS to accept any bid proposal, in whole or in part, received in response to this
RFP, nor does it constitute any obligation by GS/OAS to acquire any services or goods.

2.3    Interested bidders and/or firms are invited to submit their bid proposal for review and
consideration in accordance with Section III, below. The written proposal from each firm will be
evaluated by the Contract Awards Committee (“CAC”) of the GS/OAS. As a result, certain
firms may be asked to present to, and discuss their qualifications and proposal, with the CAC.
The criteria used for evaluating bid proposals are stated in Section IV, below, Information
Regarding Bid Proposals Submitted to the GS/OAS.

2.4     The GS/OAS reserves the right to reject any or all bid proposals, to award partial bids,
and to make an award of contract to other than the lowest bidder. The GS/OAS further reserves
the right to accept the lowest bid proposal without additional written or oral negotiations with
other bidders.

2.5     The GS/OAS may choose one of the firms responding to this request for bids or GS/OAS
may decide that none of the responses are suitable. The GS/OAS may choose to negotiate the
terms, conditions and deliverables of the Contract with the firm that, in the opinion of GS/OAS,
can most effectively perform the services required under the Contract.

III.   SCOPE OF WORK

3.1    Activities to be Performed by the Consultant

       3.1.1   Conduct Planning Meetings

       Representatives from the GS/OAS’ DHR, other GS/OAS representatives, and members
of the GS/OAS’ Joint Committee on Insurance Matters (“JCIM”) will meet with Consultant to


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conduct planning activities. The purpose of these meetings is to discuss and set GS/OAS’
objectives and goals regarding the GS/OAS’ competitive bidding process for awarding the
Health Plan Administrator Contract, including key areas for improving vendor relationships, and
to select a list of potential vendors that should receive the RFP for the Health Plan Administrator
Contract.

       3.1.2   Prepare Request For Proposal for Health Plan Administrator

        Consultant shall prepare a draft RFP for the Health Plan Administrator Contract which
shall include, but not be limited to, the following:

               1.     Statement of GS/OAS’ key objectives and rationale for the bidding.

               2.     Description of GS/OAS’ current self-administered health care plan and
                      GS/OAS’ requirements for performance by the winning bidder.

               3      Overview of administration and underwriting requirements.

               4.     Performance Guarantees that integrate recognized industry standards with
                      matters that are of importance to GS/OAS.

               5.     Questionnaire – the list of questions for the bidders, which shall be
                      tailored to the particular needs of the GS/OAS, such as:

                      (i)      Geographic access analysis.
                      (ii)     A requirement to provide a list of participating providers and any
                               arrangements for obtaining covered medical and prescription
                               services in Latin America and the Caribbean.
                      (iii)    Bidders’ experience in processing overseas claims.
                      (iv)     Sample of bidders’ claim expenses and utilization reports.
                      (v)      Bidders’ administrative fee and stop loss quote.
                      (vi)     Bidders’ provider/patient disruption analysis.
                      (vii)    Bidder’s network composition data.
                      (viii)   Bidders’ provider reimbursement methodology.
                      (ix)     Bidders’ provider fee schedule for specific CPT codes.
                      (x)      Bidders’ medical management / care management capabilities.

               6.       Required information regarding the bidder’s dedicated account team in the
               event that it wins the contract award, including, for example: the number, names,
               titles, and qualifications of the persons who will be assigned to the GS/OAS
               account.

               7.     Questions pertaining to administration issues, such as:

                      (i)      Bidders’ claim office and claim system overview.
                      (ii)     Bidders’ customer service unit.


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                      (iii)   Bidders’ claims performance results.

               8.     Required technology information, such as a description of current and
                      future Web-based capabilities.

               9.     Required information regarding implementation issues, such as:

                      (i)     Transition of care.
                      (ii)    Timetable with specific processes and procedures.
                      (iii)   Activities for which GS/OAS and the vendor will be responsible.

       3.1.3   Dissemination of RFP for the Health Plan Administrator Contract

       After consultation with and approval by the JCIM, and after review and approval by the
Department of Legal Services (“DLS”), the GS/OAS Office of Procurement Services (“OPS”)
will post the RFP for the Health Plan Administrator Contract on the OAS Web Page and by
sending the Letters of Invitation to bid to a short list of approved suppliers.

       3.1.4   Response to Vendor Questions

       Consultant will assist the OPS in a pre-bid conference, if necessary, and in responding to
vendor questions throughout the competitive bidding process. The OPS will ensure that all
vendors are given the same information. All vendors who present responsive proposals shall be
considered to be responsive bidders.

       3.1.5   Evaluation of Proposals received in response to the RFP for the Health Plan
               Administrator Contract

               3.1.5.1 Consultant shall assist the GS/OAS in the evaluation of the bid proposals
       submitted in response to the Health Plan Administrator RFP. As part of this process,
       Consultant shall assist GS/OAS in the development of the selection criteria that will be
       used to evaluate bid responses for the Health Plan Administrator Contract.

              3.1.5.2 Bid proposals for the Health Plan Administrator Contract shall be received
       by the OPS and shall be opened and initially reviewed by the GS/OAS’ CAC. The bid
       proposals shall be analyzed by GS/OAS’ health insurance specialist and shall also be
       forwarded to Consultant for a comparative analysis of each proposal conducted in
       accordance with the GS/OAS selection criteria which include, but are not limited to:

       1.      Determining responsiveness of the bid proposal with the RFP;
       2.      Comparing the financial proposal with current and expected costs;
       3.      Reviewing funding arrangements;
       4.      Evaluating network access;
       6.      The availability of medical doctors and prescription services in the United States
               and in the other GS/OAS Member States;



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       7.      The ability of current members of the GS/OAS Health Plan to stay with their
               current medical doctors under the bid proposal;
       8.      Analyzing network discount;
       9.      Reviewing claim locations, anticipated system changes and Web capabilities;
       10.     Reviewing implementation issues;
       11.     Performance guarantees;
       12.     References;
       13.     Competency;
       14.     Timely performance;
       15.     Complaint handling;
       16.     Frequency of complaints; and,
       17.     Other relevant criteria suggested by Consultant.

       Consultant shall prepare a written comparative report of the bid proposals received by
GS/OAS to be presented by Consultant along with its recommendation for the winning bidder
and the reason(s) therefore to the JCIM and the CAC.

       3.1.6   Selection of Semi-Finalists

        The JCIM, the CAC, the OPS, and Consultant will meet to: (a) review, analyze, and
discuss the bidders’ strengths and weaknesses; and, (b) consider Consultant’s recommendations
for the selection of the winning bidder. The CAC then will select the semi-finalist bidders.

       3.1.7   Conduct Semi-Finalist Interviews and Negotiations

        The CAC will decide if interviews with semi-finalist bidders are necessary. Consultant
shall assist the JCIM, the CAC, and the OPS in conducting interviews and negotiations (in
consultation with DLS) with each bidder selected for interview.

      During the interview and negotiation process, the following recommended tasks shall be
accomplished:

       1.      Meet key representatives from selected bidders who would service GS/OAS
               account.
       2.      Clarify ambiguous items or terms from bidders’ proposals, if any.
       3.      Review bidders’ network management, credentialing and quality assurance
               process.
       4.      Review claim systems and utilization review programs in place.
       5.      Assess claims and customer service capabilities.
       6.      Review bidders’ technology capabilities and development strategy.
       7.      Request from each bidder “best and final” pricing and performance guarantees.

        The JCIM, the OPS, and the CAC may also conduct on-site visits to claim operations of
selected bidders, and they may meet with the clinical and provider management staff and
medical directors. Consultant shall assist GS/OAS in incorporating any relevant feedback



                                             -5-
resulting from these visits into the final recommendation for the winning bidder to be submitted
to the CAC.

       3.1.8   Discussion and Final Recommendation

        In order to make a recommendation for the winning bidder to be submitted to the CAC, a
debriefing will be held at this point between Consultant, the CAC, and the JCIM to compare
notes and discuss outstanding issues. Consultant shall document the recommendation in a
comprehensive final report to the CAC and the OPS, which after review and comment, will be
submitted to the CAC. After consultation with the JCIM and the CAC, the OPS shall prepare the
draft JCIM recommendation and the CAC’s final recommendation for the winning bidder for
submission to the Chief of Staff to the Secretary General and/or to the Assistant Secretary for
Administration and Finance.

       3.1.9   Final Negotiations with Successful Bidder

        Once a winning bidder is selected, Consultant will assist the JCIM, together with the OPS
and GS/OAS’ DLS, to negotiate the final contract terms and conditions, which shall include but
not be limited to, administrative and retention fees, quality improvement commitments, network
customization requirements, participant satisfaction, network savings, progressive performance
standards, as well as other issues Consultant may recommend as appropriate.

      Notification to all finalist bidders, regarding GS/OAS’ final contract award decision, will
be made by the OPS.

       3.1.10 Implementation

       After award of the signed contract to the winning bidder, a meeting will be held between
the JCIM, Consultant, and the winning bidder to develop an implementation plan.

       3.1.11 Projected Timetable

       GS/OAS expects to implement the new GS/OAS Health Plan Administrator by January 1,
2008. It is estimated that this process will take between 14 – 16 weeks. Following is a tentative
schedule:

  August 6, 2007              GS/OAS to Conduct Planning Meeting – Identify vendors
  August 16, 2007             Consultant to prepare draft RFP/Administrator and submit it for
                               JCIM approval
  August 27, 2007             JCIM and Consultant to finalize the RFP/Administrator; OPS to
                               post RFP on OAS Web page and send it to selected potential
                               vendors
  September 20, 2007          OPS to receive and CAC to open bid proposals




                                              -6-
  October 1, 2007             Consultant to evaluate proposals and present written report
  October 15, 2007            JCIM, CAC, OPS and Consultant to meet to select semi-finalists
  October 22, 2007            JCIM, CAC, OPS, and Consultant to interview finalists and to
                               perform on-site visits
  October 25, 2007            Meeting of the CAC to make a final recommendation regarding
                               the winning bidder
  October 31, 2007            JCIM, DLS, OPS and Consultant to meet with winning bidder
                               for final negotiations
  November 5, 2007            JCIM, Consultant, and winning bidder to meet to develop
                               implementation plan

3.2     Bidders shall present a lump sum bid for the entire contract. In addition, they shall also
present a separate fee for each activity as itemized in the Scope of Work. The GS/OAS reserves
the right to choose any or all services based on the fee quotes.

IV.    INFORMATION REGARDING BID PROPOSALS SUBMITTED TO GS/OAS

4.1    Bidders shall bear any and all costs or expenses associated with or incurred in the
formulation or development of a proposal in response to this RFP.

4.2     The GS/OAS' CAC will review, evaluate, and compare all Bid Proposals according to,
but not necessarily limited to, the following criteria:

       a.   Bidder's Technical Proposal meets or exceeds the RFP requirements.
       b.   Bidder's approach, thoroughness, and completeness of the Proposal.
       c.   Bidder’s financial stability.
       d.   Bidder’s competency and references.
       e.   Price.

V.     DOCUMENTS TO BE PRESENTED BY BIDDERS

       Bidders should present the following documents with their proposal:

5.1     A copy of the company’s Business License, and if incorporated, a copy of the company’s
Certificate of Incorporation.

5.2   A copy of the company’s last two (2) audited financial statements. These financial
documents should be signed by the Chief Financial Officer of the company.

5.3    A minimum of five (5) references from entities to which similar services were provided
during the last five (5) years. These references should include: the name of the company,
contact person, telephone and fax numbers, and e-mail address.




                                               -7-
5.4    A complete Bid Price Proposal based on the Scope of Work described in Section III,
above, including, separately, a detailed list of the consulting fee for each of the activities
enumerated in 3.1.1 through 3.1.10 and listed as to be performed by Consultant, as stated in
Section III, above.

5.5     Bid Price Proposals must be valid for at least ninety (90) calendar days as of the closing
date of this RFP. This must be stated in the Bid Price Proposal.

5.6    Bidders must submit detailed technical specifications of the items and services offered.

5.7    Bidders shall state its compliance with the estimated timeline for delivery of requested
services, after the signature of the Contract by both parties.

5.8    Bid proposals submitted without the required information and documents shall be
considered incomplete and subject to disqualification.

VI.    BIDDERS’ QUESTIONS

6.1     Bidders may submit any questions or requests for more information regarding technical
specifications and/or proposal submittal in written format to the attention of Ms. Pamela A.
Mumuni by e-mail at: OASProcurement@oas.org with a copy to pmumuni@oas.org and to
jpaz@oas.org or via fax at (202) 458-6401. These questions should be submitted no later than
three (3) days prior to the Bid closing date. All answers will be released in writing to all Bidders
no later than two (2) days prior to the Bid closing date.

6.2     The GS/OAS may submit, in writing, any questions or requests to the Bidders for more
information regarding the company or the bidding documents at any time throughout the
selection process.

VII.   CLOSING DATE AND TIME FOR SUBMISSION OF BID PROPOSALS --
       GENERAL INSTRUCTIONS

7.1    Bidders shall bear any and all costs or expenses associated with or incurred in the
formulation or development of a proposal in response to this RFP.

7.     Bid Proposals may be submitted in hard copy or by e-mail or by facsimile.

7.3    Bidders’ proposals submitted in hard copy in accordance with this RFP shall consist of [1
(one) original and seven (7) copies]. The sealed envelope containing Bidder’s Proposal shall be
labeled "GS/OAS, BID No. 10/07 – CONSULTANT SERVICES TO ASSIST THE GS/OAS
IN THE SELECTION OF A THIRD PARTY ADMINISTRATOR OF THE GS/OAS
SELF-INSURED HEALTH CARE PLAN - DO NOT OPEN”, along with the bidding
company’s name for identification purposes.

       7.3.1. The Bid Proposal shall be delivered to:



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                        The General Secretariat of the Organization of American States
                                      Office of Procurement Services
                                        General Secretariat Building,
                                       1889 F Street, N.W., 4th Floor,
                                          Washington, D.C. 20006

       7.3.2 The sealed bid proposals must be received by the GS/OAS no later than 12:00 pm
       Noon on Friday, July 6, 2007. Late responses shall not be accepted.

7.4. Bid Proposals may also be submitted by electronic mail to: Mailbox: OAS Procurement
Services at OASProcurement@oas.org with copies to pmumuni@oas.org and to jpaz@oas.org
no later than 12:00 pm Noon on Friday, July 6, 2007. Late responses shall not be accepted.
Bid Proposals submitted by e-mail should be sent in PDF format.

7.5. Bid Proposals submitted without the required information shall be considered incomplete
and are subject to disqualification.

VIII. GENERAL TERMS AND CONDITIONS

8.1      Attached is a sample of General Terms and Conditions, to the standard GS/OAS
Performance Contract (see Attachment I, hereto). Please read all of the provisions in Attachment
I prior to submitting your Bid Proposal. By submitting your bid proposal, your company agrees
to fully accept all of the terms and conditions in Attachment I, unless otherwise specifically
stated to the contrary in your Bid Proposal.




                                              -9-
                                                                                                             ATTACHMENT I


                                        GENERAL TERMS AND CONDITIONS

1.      Contractor is neither an employee nor a staff member of GS/OAS and is not entitled to any of the rights, benefits, and
emoluments of GS/OAS staff members.

2.        Contractor undertakes to perform Contractor’s functions under this Contract and to regulate Contractor’s conduct in
conformity with the nature, purposes, and interests of the GS/OAS. Contractor shall complete the Work in accordance with the
highest professional standards and shall conform to all governmental pertinent laws and regulations.

3.         Contractor accepts full legal responsibility for the Work, including all liability for any damages or claims arising from
it, and agrees to hold GS/OAS and its staff members harmless from all such damages or claims. Contractor shall provide
certificates of insurance coverage as GS/OAS may require for proof of ability to cover such liability.

4.         Contractor does not legally represent GS/OAS, shall not hold himself out as having such powers of representation, and
shall not sign commitments binding GS/OAS.

5.        Contractor shall not have any title, copyright, patent, or other proprietary rights in any Work furnished under this
Contract. All such rights shall lie with GS/OAS. At the request of GS/OAS, the Contractor shall assist in securing the intellectual
property rights produced under this Contract and in transferring them to GS/OAS.

6.        All information (including files, documents, and electronic data, regardless of the media it is in) belonging to GS/OAS
and used by Contractor in the performance of this Contract shall remain the property of GS/OAS. Unless otherwise provided in
the Terms of Reference (Annex I), Contractor shall not retain such information, and copies thereof beyond the termination date of
this Contract, and Contractor shall not use such information for any purpose other than for completion of the Work.

7.         Administrative Memorandum No. 90 "Information Systems Security Policy", Executive Order No. 95-07 "Prohibitions
Against Sexual Harassment", and Executive Order No. 05-07 “Prohibition Against Workplace Harassment”, are readily available
at http://www.oas.org/legal/intro.htm. Contractor certifies that he has read those documents and agrees to comply fully with
them.

8.        The Gross Compensation paid Contractor constitutes full consideration for the Work. It covers all fees, expenses, and
costs incurred by Contractor in providing the Work, as well as Contractor's direct compensation for same.

9.         Because Contractor is an independent contractor, GS/OAS is not responsible for providing social security, workmen's
compensation, health, accident and life insurance, vacation leave, sick leave, or any other such emoluments for Contractor and
his employees under this Contract. Contractor is solely responsible for providing those benefits, and the Parties have agreed
upon the Gross Compensation hereunder to enable Contractor to satisfy that responsibility. At the request of GS/OAS, the
Contractor will provide satisfactory evidence of workman's compensation and other insurance coverage that may be required for
all its employees or such Contractors.

10.        Contractor warrants that his performance of the Work will not violate applicable immigration laws, and Contractor
shall not employ any person for the performance of this Contract where such employment would violate those laws.

11.       Unless otherwise specified in this Contract, Contractor shall have the sole responsibility for making Contractor’s travel,
visa, and/or customs arrangements related to and/or required for the performance of this Contract, and GS/OAS shall have no
responsibility for making or securing such arrangements.

12.       This Contract shall be null and void in the event the Contractor is unable to obtain a valid visa and other permits or
licenses necessary to complete the Work in the country where the Contract is to be performed.

13.       Unless otherwise specified in this Contract, Contractor shall neither seek nor accept instructions regarding the Work
from any government or from any authority external to the GS/OAS. During the period of this Contract, Contractor may not
engage in any activity that is incompatible with the discharge of Contractor’s obligations under this Contract. Contractor must
exercise the utmost discretion in all matters of official business for GS/OAS. Contractor may not communicate at any time to
any other person, government, or authority external to GS/OAS any information known to him by reason of his association with
GS/OAS which has not been made public, except in the course of the performance of Contractor’s obligations under this Contract
or by written authorization of the Secretary General or his designate; nor shall Contractor at any time use such information to
private advantage. These obligations do not lapse upon Contract termination. Failure to comply with these obligations is cause for



                                                              - 10 -
termination of this Contract.

14.       Unless specifically provided for in this Contract1 in accordance with CPR Rule 5.13.1, the Contractor may not directly
supervise a GS/OAS staff member or direct a project or mission that requires the Contractor to supervise GS/OAS staff members.

15.       Contractor shall not openly participate in campaign activities for or otherwise openly support and or promote any
candidate for elected positions in the OAS; nor shall Contractor use the facilities of the GS/OAS and/or its staff provided to him
under this Contract to support and promote the candidacy of any candidate for an elected position in the OAS.

16.       GS/OAS may terminate this Contract for cause with five days notice in writing to the Contractor. Cause includes, but
is not limited to: failure to complete the Work in accordance with professional standards or to otherwise deliver conforming
goods and services; failure to meet deadlines; conduct which damages or could damage relations between the OAS and a member
state; fraudulent misrepresentation; criminal indictment; sexual harassment; workplace harassment; bankruptcy; conduct
incommensurate with the requirements for participation in OAS activities; and breach of any of the provisions of this Contract.

17.       Either party may terminate this Contract for unforeseen circumstances by giving at least thirty days notice in writing to
the other. Unforeseen circumstances include, but are not limited to, modifications to the Program-Budget of the OAS; lack of
approved funds in the OAS Program-Budget for the corresponding program or project; failure of a donor to provide fully the
specific funds which were to finance this Contract; an act of God; and the Secretary General’s or a member state's desire to
discontinue the Work.

18.       In the event this Contract is terminated with or without cause, Contractor shall submit to GS/OAS all of the Work
completed and shall receive payment for only that portion of the Work completed to the satisfaction of GS/OAS up until the date
of termination.

19.       Contractor certifies that:

          a.         Neither the Contractor nor any of its senior officers and employees, on the date of the signing of this
Contract, is a relative of any GS/OAS staff member above the P-3 level or of a representative or delegate to the OAS from an
OAS Member State. The term “relative” includes spouse, son or daughter, stepson or stepdaughter, father or mother, stepfather
or stepmother, brother or sister, half brother or half sister, stepbrother or stepsister, father or mother-in-law, son or daughter-in-
law, brother or sister-in-law.

           b.       He is not incompetent to enter into this Contract, is not on trial in a criminal court of any of the member
states, and has never been convicted of a felony or of any crime involving dishonesty, fraud or theft in any member state.

          c.        Completion of the Work shall not interfere with the completion of work for which he is responsible under any
other contract with GS/OAS.

20.       Contractor shall not employ a staff member of GS/OAS or a relative of a staff member as defined in Paragraph 19 (a)
above to perform the Work, nor shall Contractor permit any staff member of GS/OAS or any relative of the staff member, as
defined in that Paragraph, to receive any personal financial benefit deriving from this Contract or the Contractor's contractual
relationship with GS/OAS.

21.       Contractor shall not assign this Contract or any element thereof, without the prior written consent of GS/OAS.

22.        If any controversy, claim or dispute arises between the Contractor and the GS/OAS which is related in any way to the
performance or interpretation of the Contract, or any breach thereof, or concerns any other matter in connection with the Contract
which cannot be settled by amicable agreement, then upon either Party giving written notice of the difference or dispute to the
other, the matter shall be resolved by submitting the matter to the American Arbitration Association for final and binding
arbitration in accordance with the rules and procedures of the Inter-American Commercial Arbitration Commission and the law
applicable to the arbitration which shall be the law of the District of Columbia, USA. The language of the arbitral proceedings
shall be English, and the place of arbitration shall be Washington, D.C., USA. The award rendered by the arbitration shall be
final and binding upon the parties. Provided, however, that the Parties will first attempt to settle disputes by mediation before
resorting to arbitration. When a dispute is taken to mediation, both Parties shall make a good faith effort to settle the dispute.




1.         Any such provision must comply with the requirements of CPR Rule 5.13.1 in Executive Order No. 05-04, Corr. No. 1
at http://www.oas.org/legal/english/gensec/EXOR0504CORR1.doc



                                                               - 11 -
        The arbitration demand shall be made within a reasonable time after the controversy, claim, dispute or other matter in
question has arisen. In no event shall the demand for arbitration be made after the date when the institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitation.

         Unless otherwise agreed in writing, Contractor shall perform under the terms of the Contract during any arbitration
proceedings, and GS/OAS shall continue to make payments to Contractor in accordance with the Contract documents.

          The provisions of this Paragraph 22 shall survive completion or termination of this Contract.

23.        Nothing in the Contract shall constitute an express or implied waiver by the OAS, the GS/OAS, or their personnel of
their Privileges and Immunities under the OAS Charter, the laws of the United States of America, or international law.

24.      This Contract shall enter into effect on the date on which it is signed by both Parties. Provided, further, that this
Contract shall have no legal effect until it has been signed by both Contractor and a duly authorized representative of the
GS/OAS.

25.       The law applicable to this Contract is the law of the District of Columbia, USA.

26.     This Contract, including Annexes I-III, constitutes the entire agreement between the Parties, and any representation,
inducement, or other statements not expressly contained herein shall not be binding on the Parties and shall have no legal effect.

27.       The masculine terms employed in this Contract should be understood to apply to males, females and legal persons;
singular pronouns should be understood to apply to the plural, when appropriate.




                                                                - 12 -

				
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