TREATIES AND OTHER INTERNATIONAL ACTS SERIES 15-629

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ENVIRONMENT AND CONSERVATION

Agreement Between the 

UNITED STATES OF AMERICA

and JAMAICA

Signed at Kingston June 29, 2015 
 NOTE BY THE DEPARTMENT OF STATE

 Pursuant to Public Law 89—497, approved July 8, 1966

(80 Stat. 271; 1 U.S.C. 113)—

“. . .the Treaties and Other International Acts Series issued

under the authority of the Secretary of State shall be competent

evidence . . . of the treaties, international agreements other than

treaties, and proclamations by the President of such treaties and

international agreements other than treaties, as the case may be, 

therein contained, in all the courts of law and equity and of maritime

jurisdiction, and in all the tribunals and public offices of the

United States, and of the several States, without any further proof

or authentication thereof.”
 JAMAICA

 Environment and Conservation

 Agreement signed at Kingston June 29, 2015;

 Entered into force June 29, 2015.
AGREEMENT BETWEEN 

THE GOVERNMENT OF THE UNITED STATES OF AMERICA 

AND 

THE GOVERNMENT OF JAMAICA 

CONCERNING AN ENTERPRISE FOR THE AMERICAS FOUNDATION 

The Government of the United States of America and the Government of Jamaica 

(collectively, the "Parties" and each individually a "Party"), 

Seeking to implement the Enterprise for the Americas Initiative ("EAI"), 

Desiring to enhance the friendship and spirit of cooperation between the Parties, 

Desiring to promote environmentally sound and sustainable economic development, 

including the encouragement of child survival and child development, 

Recognizing that environmental protection, conservation, and sustainable natural 

resource management are key elements in building an ecologically and economically 

sound future for all countries in the Western Hemisphere, 

Recognizing that a country's children are among its greatest resources, represent its 

future, deserve a sound natural resource base for a good quality of life, and deserve 

protection from the health hazards of environmental pollution and degradation, 

Recognizing that child survival and child development are frequently linked to 

environmental conservation and can often be addressed effectively in tandem, 

Wishing to follow upon the Agreement between the Parties Regarding the Reduction of 

Certain Debts Owed to the United States Government and its Agencies ("Debt Reduction 

Agreement 1 ") of August 23, 1991, and the Agreement between the Parties Regarding 

the Reduction of Certain Debts Related to Foreign Assistance Owed to the United States 

Government and its Agencies ("Debt Reduction Agreement 2") of January 13 and 

15, 1993, which reduce certain debt owed by the Government of Jamaica to the 

Government of the United States of America, and 

Recalling the Agreement between the Parties Concerning the Establishment of an 

Enterprise for the Americas Environmental Foundation (" 1991 EAI Agreement") of 

November 26, 1991, which was superseded by the Agreement Between the Parties 

Concerning an Enterprise for the Americas Foundation ("1993 EAI Agreement") of 

September 27, 1993, 
Have agreed as follows: 

ARTICLE I: PURPOSE 

1. The purpose of this Agreement is to provide, among other things, for the maintenance 

of an Americas Fund and for the expansion of the scope and capacities of the 

Environmental Foundation of Jamaica, a company limited by guarantee and not having 

share capital, organized under the laws of Jamaica (the "Foundation"), both of which 

were established and maintained pursuant to the 1991 EAI Agreement and the 1993 EAI 

Agreement. The objectives of the Foundation shall be: 

• To promote and implement activities designed to conserve and manage the natural 

resources and environment of Jamaica in the interest of sustainable development; and 

• To encourage the improvement of child survival and child development in Jamaica. 

2. This Agreement does not establish new obligations on the part of the Government of 

Jamaica to deposit monies into the Americas Fund ("the Fund"). 

ARTICLE II: THE FOUNDATION 

1. The Parties agree to consult with each other and with the members of the 

Foundation on amendments to the Articles and Memorandum of Association of the 

Foundation to reflect the terms of this Agreement prior to the submission of any such 

amendments to the members of the Foundation for the members' approval. 

2. No further disbursements from Accounts 1 and 2 pursuant to Article VII.1 shall 

be made prior to the approval of the amended Articles and Memorandum of Association 

referred to in paragraph 1 above. 

3. The procedures for the operations of the Foundation other than those set forth in 

the Articles of Association shall be adopted by the Board of Directors of the Foundation 

by a majority vote, provided that the majority vote includes the affirmative vote of all 

Permanent Directors. 

ARTICLE III: THE AMERICAS FUND 

1. The Government of Jamaica shall maintain an Americas Fund ("the Fund") which 

shall be administered by the Foundation. Any monies deposited in the Fund, including 

interest or accruals therefrom, or grants made from the Fund, or assets of the Foundation 

acquired from resources of the Fund, shall be free from any taxation, levies, fees, or 

other charges imposed by the Parties to the extent permissible by law. 

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2. a. The Fund shall have two accounts, Account 1 and Account 2, funds in 

which shall not be comingled. 

b. Subject to Article IV of Debt Reduction Agreement 1, the Government of 

Jamaica shall ensure that any interest owed pursuant to Debt Reduction 

Agreement 1 due on or after the date of entry into force of this Agreement, is 

deposited in local currency in Account 1. Monies paid prior to the date of entry 

into force of this Agreement into the environmental fund established under 

Article III of the 1991 EAI Agreement or into Account 1 of the Americas Fund 

established under Article III of the 1993 EAI Agreement shall be deemed 

deposits into Account 1 under this Agreement. 

c. Subject to Article IV of Debt Reduction Agreement 2, the Government of 

Jamaica shall ensure that any interest owed pursuant to Debt Reduction 

Agreement 2 due on or after the date of entry into force of this Agreement, is 

deposited in local currency in Account 2. Monies paid prior to the date of entry 

into force of this Agreement into Account 2 of the Americas Fund established 

under Article III of the 1993 EAI Agreement shall be deemed deposits into 

Account 2 under this Agreement. 

d. Any interest which is due pursuant to Debt Reduction Agreement 1 or 

Debt Reduction Agreement 2 subsequent to the termination of this Agreement 

pursuant to Article X shall not be deposited in the Fund, but shall be deposited in 

U.S. dollars in the appropriate U.S. Government account. 

3. The Fund may have additional accounts beyond those specified in paragraph 2. 

4. Once all monies owed pursuant to the Debt Reduction Agreements have been 

deposited in Accounts 1 and 2 as required in paragraph 2, the Foundation may leave the 

monies in those accounts or move them to other Fund accounts. 

5. Monies from other sources, including public and private creditors of the 

Government of Jamaica, in the form of local currency or other currencies, may also be 

deposited into the Fund Accounts 1 and 2. Once deposited, these monies shall be subject 

to the requirements and conditions agreed to between the donor( s) of such monies and the 

Parties, so long as these terms are consistent with this Agreement. 

6. Deposits in the Fund shall be the property of the Government of Jamaica until 

they are disbursed. 

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ARTICLE IV: THE BOARD OF DIRECTORS OF THE FOUNDATION 

1. The Parties shall ensure that the Foundation's Board of Directors (the "Board") is 

suitably constituted. The Board shall consist of eleven voting natural persons as directors. 

The directors shall be classified into three groups: (i) "Permanent Directors"; (ii) the 

"Institutional Director"; and (iii) "Term Directors." 

a. Permanent Directors. Permanent Directors shall mean and at all times 

comprise three directors: one director appointed by each of the Parties and one 

director appointed by The Nature Conservancy, a nonprofit corporation organized 

under the laws of the District of Columbia in the United States of America 

("TNC"). Each Permanent Director shall hold office until his or her successor is 

appointed by the entity that appointed him or her in accordance with this clause 

(b). A Permanent Director may be removed from the Board with or without cause 

by the entity that selected him or her. A Permanent Director may at any time give 

notice of his or her resignation as a Permanent Director, and the entity that 

selected him or her shall notify the Board in writing of the fact and shall provide 

at the same time the name of the new Director, and the appointment shall be 

effective immediately upon the said notification unless the notification provides 

otherwise. 

b. Institutional Director. The Institutional Director shall be appointed by the 

Government of Jamaica. The Institutional Director shall retire or resign at the 

desire of the Government of Jamaica. In the event that the Government of Jamaica 

wishes to replace the Institutional Director, the Government of Jamaica shall 

notify the Board in writing of the fact and shall provide at the same time the name 

of the new Director, and the appointment shall be effective immediately upon the 

said notification unless the notification provides otherwise. 

c. Term Directors. The Term Directors shall at all times comprise: 

i. one director who shall be a representative of a non-governmental 

organization in Jamaica which has forest conservation as its principal 

focus of activities; 

ii. one director who shall be a representative of a non-governmental 

organization in Jamaica which has as its principal focus of activities the 

promotion and improvement of child survival and child development, and 

is either (x) an environmental non-governmental organization, (y) a local 

community development non-governmental organization, or (z) a 

scientific, academic or forestry organization; 

111. one director who is a representative of academia associated with 

the University of West Indies or another tertiary education institution in 

Jamaica (the "Academia Director"); and 

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iv. four directors who shall be representatives of (A) any nongovernmental environmental, scientific, community development, 

academic or forestry research organization in Jamaica or (B) any other 

environmental non-governmental organization of, or active in, Jamaica. 

d. At least one of the Term Directors shall be an attorney at law and one shall 

have financial management expertise. None of the Term Directors shall be an 

agent, employee or officer of any national, supranational, regional or local 

government or governmental, administrative, legislative, fiscal, judicial, or 

government-owned body, department, commission, authority, tribunal, agency or 

entity, or central bank. Notwithstanding the status of the University of the West 

Indies as a government supported institution, members of academia associated 

with the University of the West Indies (or other tertiary educational institutions in 

Jamaica) shall be eligible for the Academia Director position. Of the initial seven 

Term Directors, two shall be appointed to a one-year term, three shall be 

appointed to a two-year term, and two shall be appointed to a three-year term. In 

every subsequent year, the number of Term Directors necessary to replace those 

Term Directors whose term has ended shall be appointed to three-year terms. 

e. Chairman. The Directors may elect a Chairman (which shall not under any 

circumstances be a Permanent Director or the Institutional Director) of their 

meetings from among the Term Directors and determine the period for which he 

or she is to hold office. 

f. Meetings. The Directors may meet together for the dispatch of business, 

adjourn, and otherwise regulate their meetings, as they think fit, provided that the 

Directors shall meet at least once every four months. A Director may, and the 

Secretary (any person appointed to perform the duties of the secretary of the 

Foundation) on the requisition of a Director, shall, at any time summon a meeting 

of the Directors with no less than ten days' advance written notice of such 

meetings given to each Director, which notice will set forth the time and place for 

such meeting. Prior notice of a meeting may be waived by a Director in writing 

and shall be deemed to have been waived by a particular Director by attendance 

by such Director at such meeting. Directors may participate in a meeting of the 

Board by means of telephone conference or similar communications equipment 

by which all persons participating in the meeting can hear each other. 

g. Decisions. Each Director on the Board shall at all times be entitled to one 

vote. The quorum necessary for the transaction of the business of the Board shall 

be seven Directors, and shall include all Permanent Directors and a majority of 

the Term Directors. Questions arising at any meeting shall be decided by a 

majority of votes and in the case of an equality of votes the Chairman may have a 

second or casting vote, provided however that: 

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i. any proposal to make a grant in excess of one hundred thousand 

United States dollars (US$100,000.00) over the life of the project or the 

Jamaican dollar equivalent thereof shall be presented by the Board to the 

Permanent Directors who each shall, for a period of thirty days after such 

presentation, have the power to disapprove such proposal, in which event 

the proposal shall be rejected; and 

ii. except as otherwise provided in the Articles of Association of the 

Foundation with the consent of the Parties, any proposal regarding 

procedures for the operations of the Foundation may only be adopted by a 

majority of Directors and such majority shall include the Permanent 

Directors. 

2. A Director who is in any way whether directly or indirectly interested in a 

contract or grant or proposed contract or proposed grants or has any other actual or 

potential conflict of interest with the Foundation shall declare the nature and extent of his 

interest or conflict at a meeting of the Board and shall not participate in the discussions or 

decisions of the Board involving that particular issue, to the extent that such participation 

would present a conflict of interest. 

3. The Foundation's Articles of Association, written policies, operating procedures, 

minutes of meetings, books, records, and reports shall be retained in the files of the 

Foundation. A permanent record shall also be maintained on the decision criteria used by 

the Foundation in the award of grants. The above records shall be open for public 

inspection. 

ARTICLE V: FUNCTIONS OF THE FOUNDATION WITH REGARD TO THE 

AMERICAS FUND 

1. The Board shall be responsible for the management of the program undertaken 

and oversight of grant activities funded from the resources of the Fund. In this capacity, 

the Board of the Foundation shall: 

a. Issue and widely disseminate a public announcement of the call for grant 

proposals which states the criteria for the selection of projects eligible for grant 

assistance and the qualifications of organizations eligible to submit proposals for 

grant awards; 

b. Receive proposals for grant assistance from entities described in Article 

Vl.3 and VI.4 of this Agreement, and make grants to such entities for the 

activities enumerated in Article Vl.l and Vl.2 of this Agreement; and 

c. Publicly announce grants awarded by the Foundation. 

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2. The Board shall have overall responsibility for the Fund and shall establish 

policies and approve projects. 

3. The Board shall appoint one or more investment advisor(s) (the "Investment 

Advisor(s)") to manage the investment portfolio of the Fund. 

a. The Investment Advisor(s) shall be charged with the investment of the 

monies in the Fund. 

b. Deposits in the Fund shall be prudently invested by the Investment 

Advisor(s). Returns on investment shall be deposited by the Investment 

Advisor(s) in the Fund. 

c. The Investment Advisor(s) shall make every effort to ensure that such 

investments yield a positive real interest rate as defined in terms of the Jamaican 

Consumer Price Index. To the extent that prudent investment practices are not 

accomplishing this goal, the Foundation shall promptly bring this matter to the 

attention of the Parties for their consideration, with a view toward pursuing 

appropriate corrective measures. 

4. The Board shall appoint a fiscal agent to manage the disbursement of monies 

from the Fund. The terms of appointment of the fiscal agent shall include a provision 

that requires the fiscal agent to ensure that the Board is promptly notified in writing when 

the Government of Jamaica makes a deposit in the Fund. 

5. The Board may take on additional functions and responsibilities beyond those 

related to the Fund so long as they do not conflict with or undermine the Purpose of this 

Agreement or the Board's functions and responsibilities specified herein. 

6. The Board shall be empowered to engage staff for the proper performance of its 

functions and to engage independent contractors as technical or professional staff as 

necessary. 

7. The Board shall present to the Parties: 

a. An annual program on the first of June of each year, covering the 

following twelve-month period from 1 August through 31 July; 

b. An annual report on 30 October of each year, on the activities funded by 

the Foundation (which shall include on-going, multi-year projects) covering the 

previous 1 August - 31 July period; and 

c. An annual audit by an independent auditor on 30 October of each year, 

covering the previous 1 August- 31 July period. 

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8. The Board shall ensure that performance under grants and other agreements made 

pursuant to this Agreement is monitored to determine whether time schedules and 

other performance goals are being achieved. Grant agreements shall provide for 

periodic progress reports from the grantee to the Foundation. Such reports shall review 

all project components essential to the successful achievement of the goals of the project. 

Such reports should be received from the grantee at least annually. 

ARTICLE VI: ELIGIBILITY OF PROJECTS AND ORGANIZATIONS 

1. Activities that may be funded with monies initially deposited in Fund Account 1 

under this Agreement are: 

a. Restoration, protection, or sustainable use of the world's oceans and 

atmosphere; 

b. Restoration, protection, or sustainable use of diverse animal and plant 

species; 

c. Establishment, restoration, protection, and maintenance of parks and 

reserves; 

d. Development and implementation of sound systems of natural resource 

management; 

e. Development and support of local conservation programs; 

f. Training programs to strengthen conservation institutions and increase 

scientific, technical, and managerial capabilities of individuals and organizations 

involved in conservation efforts; 

g. Efforts to generate knowledge, increase understanding, and enhance 

public commitment to conservation; 

h. Design and implementation of sound programs of land and ecosystem 

management; 

i. Promotion of regenerative approaches in farming, forestry, fishing, and 

watershed management; 

j. Agriculture-related activities, including those that provide for the 

biological prevention and control of animal and plant pests and diseases, to 

benefit the environment; and 

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k. Local community initiatives that promote conservation and sustainable use 

of the environment. 

2. Activities that may be funded with monies initially deposited in Fund Account 2 

under this Agreement are: 

a. Activities, including those listed in Article VI.l, that link the conservation 

and sustainable use of natural resources with local community development; and 

b. Activities that promote child survival and other child development 

activities, especially those that link child survival and child development with 

sustainable management of natural resources. 

3. Organizations which shall be eligible for grants funded with monies initially 

deposited in Fund Account 1 are: 

a. Jamaican nongovernmental environmental, conservation, development, 

and educational organizations; 

b. Other appropriate nongovernmental local or regional entities; and 

c. In exceptional circumstances, and to the extent consistent with the 

domestic legal requirements of the Parties, the Government of Jamaica, 

including its subdivisions. 

4. Organizations which shall be eligible for grants funded with monies initially 

deposited in Fund Account 2 are: 

a. Jamaican nongovernmental environmental, conservation, child survival 

and child development, and development organizations; 

b. Other appropriate nongovernmental local or regional entities; and 

c. In exceptional circumstances, and to the extent permissible under the 

domestic legal requirements of the Parties, the Government of Jamaica, 

including its subdivisions. 

5. Grants shall be awarded to organizations strictly on the merits of proposals 

presented to the Board without regard to whether the proposing organization does or does 

not have representation on the Board. 

6. The Board shall give priority to projects that are managed by nongovernmental 

organizations and that involve local communities in their planning and execution. 

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ARTICLE VII: DISBURSEMENTS FROM THE FUND 

1. The Board may disburse monies initially deposited in Accounts 1 and 2 to fund 

eligible projects and organizations either through direct grants or through intermediary 

organizations that qualify under Article V1.3 or VI.4. The Board shall disburse grants 

or other funding arrangements with monies initially deposited in Accounts 1 and 2 of 

the Fund to organizations eligible under Article Vl.3 or VI.4 when the Board 

approves a proposal eligible under Article VI.l or VI.2. All disbursements shall be 

made pursuant to a grant agreement and be made promptly. 

2. To the extent that administrative expenses relate to the shared operation of both 

the Fund and any other funds or accounts under the administration of the Foundation, the 

Board shall determine an appropriate proportional rate to draw from each fund or 

account to pay for such administrative expenses, including the fiscal audit required 

pursuant to Article V. 7. 

ARTICLE VIII: CONSULTATION AND REVIEW 

1. Upon the request of either Party, the Parties shall consult concerning the 

implementation or interpretation of this Agreement. These consultations shall take place 

within 60 days after the request for consultations is received in writing from the other 

Party. 

2. Either Party may request consultations with the Foundation and the other Party 

after reviewing the Foundation's reports and audits presented pursuant to Article V.7. 

These consultations shall take place within 60 days after the request for consultations is 

received in writing from the other Party. 

3. The Parties shall meet to review the operation of this Agreement three years from 

the date of its entry into force. 

ARTICLE IX: SUSPENSION OF DISBURSEMENTS 

1. If at any time either of the Parties determines that issues requiring consultation 

under Article VIII have not been satisfactorily resolved, such Party may notify the other 

in writing. 

2. Upon receipt of such written notification from the Government of the United 

States of America, the Government of Jamaica shall immediately instruct the Board of 

the Foundation to suspend disbursements which may be made under Article VII .I of 

this Agreement. 

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3. Upon providing such written notification to the Government of the United States 

of America, the Government of Jamaica may immediately instruct the Board of the 

Foundation to suspend disbursements which may be made under Article VII.l of this 

Agreement. 

4. Suspension of disbursements shall mean that: 

a. no further approval of grants shall be undertaken until the Parties agree 

to resume such activity; 

b. disbursements pursuant to already approved grant agreements shall 

proceed unless the specific grant agreement has been suspended pursuant to that 

grant agreement; and 

c. notwithstanding subparagraph 4.b above, should the Parties jointly 

certify in writing to the Board that the manner in which the grant agreement was 

approved was inconsistent with Article IV .5 or the Articles of Association of the 

Foundation, the Parties may require the Board to suspend disbursements 

pursuant to that grant agreement. 

5. If the Government of Jamaica fails to suspend disbursements which may be 

made under Article VII.1 of the Agreement within 14 days of receiving written 

notification from the Government of the United States of America ("the notification 

period"), the Government of the United States of America may, at its discretion, require 

that interest payments pursuant to Debt Reduction Agreement 1 and/or Debt Reduction 

Agreement 2 due subsequent to the notification period be made in U.S. dollars and be 

deposited in the appropriate U.S. Government account(s). 

ARTICLE X: TERMINATION 

1. Either Party may terminate this Agreement upon six months' written notice to the 

other Party. 

2. No disbursements from the Fund shall occur after a Party has given notice to 

terminate the Agreement, unless the Parties agree to permit disbursements. The 

termination of this Agreement shall not prevent expenditures of funds disbursed before 

notice to terminate is given. 

3. Upon termination of this Agreement, amounts remaining in Accounts 1 and 2 of 

the Fund (and, to the extent derived from monies initially deposited in Accounts 1 and 2, 

amounts in any other accounts used pursuant to Article III.4) shall, at the discretion of 

the Government of the United States of America, be converted into U.S. dollars and 

deposited into the appropriate U.S. Government account(s). 

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ARTICLE XI: ENTRY INTO FORCE, AMENDMENT AND OTHER 

ARRANGEMENTS 

1. This Agreement shall enter into force upon the date of the last signature and 

shall remain in force unless terminated by the Parties in accordance with Article X. 

2. This Agreement may be amended by written agreement of the Parties. 

3. Nothing in this Agreement shall prejudice other arrangements between the 

Parties concerning debt reduction or cooperation and assistance for environmental, 

conservation, or child survival or child development purposes. 

4. Upon entry into force, this Agreement shall supersede the 1993 EAI Agreement. 

IN WITNESS WHEREOF the undersigned, being duly authorized by their respective 

Governments, have signed this Agreement. 

Done at Kingston, in duplicate, in the English l~guage. 

FOR THE GOVERNMENT OF 

JAMAICA: 

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FOR THE GOVERNMENT OF THE 

UNITED STATES OF AMERICA: