Common use of CONSIDERING Clause in Contracts

CONSIDERING. That at the Santa Xxxx Summit of the Americas meeting of Heads of State in 1996, the Inter-American Biodiversity Information Network (hereinafter “IABIN”) was created with the objective of providing a networking information infrastructure (such as standards and protocols) and biodiversity information content required by the countries of the Americas to improve decision-making, particularly for issues at the interface of human development and biodiversity conservation; That through IABIN, access will be made available to scientific information currently scattered throughout the world in different institutions, such as government organizations, museums, botanical gardens, universities, and nongovernmental organizations (NGOs); That in order to fund the building of IABIN, GS/OAS and the International Bank for Reconstruction and Development (hereinafter the Bank) acting as an Implementing Agency of the Global Environment Facility (hereinafter the GEF) Trust Fund, approved the GEF Trust Fund Grant Agreement effective on October 4, 2004, as amended on February 10, 2006, June 26 2006, and December 19 2008 with GS/OAS (Annex 1 hereto) in an amount equal to US$6,000,000 (”Master Agreement”); That Article III of the Master Agreement provides that GS/OAS shall enter into sub-project agreements with “Eligible Institutions” to carry out certain project tasks and functions , and the Institution has been designated an “Eligible Institution” under the terms of that Agreement; and That GS/OAS is the central and permanent organ of the Organization of American States and is authorized to carry out relations of cooperation in accordance with Article 112(h) of the Charter and OAS General Assembly Resolution AG/RES. 57 (I- O/71); HAVE AGREED to sign this Project Agreement (hereinafter “Agreement”), based on the following provisions: ARTICLE I OBJECTIVE

CONSIDERING. That at the Santa Xxxx Summit of the Americas meeting of Heads of State in 1996, the Inter-American Biodiversity Information Network (hereinafter “IABIN”) was created with the objective of providing a networking information infrastructure (such as standards and protocols) and biodiversity information content required by the countries of the Americas to improve decision-making, particularly for issues at the interface of human development and biodiversity conservation; That through IABIN, access will be made available to scientific information currently scattered throughout the world in different institutions, such as government organizations, museums, botanical gardens, universities, and nongovernmental organizations (“NGOs”); That in order to fund the building of “Building IABIN” Project, GS/OAS and the International Bank for Reconstruction and Development (hereinafter the “Bank”) acting as an Implementing Agency of the Global Environment Facility (hereinafter the “GEF”) Trust Fund, approved the GEF Trust Fund Grant Agreement TF053526 (hereinafter “TF053526”) effective on October 4, 2004, as amended on February 10, 2006, June 26 2006, and December 19 2008 and March 5, 2009 with GS/OAS (Annex 1 hereto) in an amount equal to US$6,000,000 (”Master Agreement”); That the objectives of the Master Agreement are: (a) to develop IABIN; and (b) to provide the necessary instruments to draw knowledge from the information contained in the network mentioned to support sound decision-making concerning the conservation and sustainable use of biodiversity. That Part C of the Description of the Project in the Master Agreement includes the following activities: (i) design of value-added applications that will demonstrate to decision makers in Participating Countries how the data and information to be maintained in, and provided by, XXXXX could be effectively used in the decision-making process (ii) identification of socio- economic data relevant to biodiversity and development of tools to permit IABIN users to access said information through IABIN in an integrated manner (iii) identification of information products at the regional level which would allow IABIN users to visualize and analyze data and information in an interactive and non-interactive approach (iv) design of models which will permit IABIN users to utilize data and develop scenarios for decision makers based on said models. That Article III of the Master Agreement provides that GS/OAS shall enter into sub-sub- project agreements with “Eligible Institutions” eligible institutions (as defined on the Master Agreement) to carry out certain project tasks and functions , and the Institution has been designated an “eligible institution (Eligible InstitutionInstitution or EI)” under the terms of that the Master Agreement; and . That GS/OAS is the central and permanent organ of the Organization of American States and is authorized to carry out relations of cooperation in accordance with Article 112(h) of the Charter and OAS General Assembly Resolution AG/RES. 57 (I- I-O/71); HAVE AGREED to sign this Project Agreement sub project agreement (hereinafter “Agreement”), ) based on the following provisions: ARTICLE I OBJECTIVEPURPOSE‌

CONSIDERING. That at the Santa Xxxx Summit of the Americas meeting of Heads of State in 1996, the Inter-American Biodiversity Information Network (hereinafter “IABIN”) was created with the objective of providing a networking information infrastructure (such as standards and protocols) and biodiversity information content required by the countries of the Americas to improve decision-making, particularly for issues at the interface of human development and biodiversity conservation; That through IABIN, access will be made available to scientific information currently scattered throughout the world in different institutions, such as government organizations, museums, botanical gardens, universities, and nongovernmental organizations (“NGOs”); That in order to fund the building of IABIN, GS/OAS acting as the Executing Agency and the International Bank for Reconstruction and Development (hereinafter the “Bank”) acting as an Implementing Agency of the Global Environment Facility (hereinafter the “GEF”) Trust Fund, approved subscribed the GEF Trust Fund Grant Agreement effective on October 4, 2004, as and amended on January 27, 2006 and on February 10, 2006, June 26 2006, and December 19 2008 with GS/OAS 2006 (Annex 1 hereto) in an amount equal to US$6,000,000 (”Master Agreement”); That Article III of the Master Agreement provides that GS/OAS shall enter into sub-project agreements with “Eligible Institutions” to carry out certain project tasks and functions , and the Institution has been designated an “Eligible Institution” under the terms of that Agreement; and That GS/OAS is the central and permanent organ of the Organization of American States and is authorized to carry out relations of cooperation in accordance with Article 112(h) of the Charter and OAS General Assembly Resolution AG/RES. 57 (I- O/71); HAVE AGREED to sign this Sub-Project Agreement (hereinafter “Agreement”), based on the following provisions: ARTICLE I OBJECTIVE: