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COOPERATION AGREEMENT Project: 24534 LAM Reps Allocation Fund, 24604 TD Sexual Exploitation |
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§1 The Parties This Agreement between SAVE THE CHILDREN SWEDEN, Office for Latin America and the Caribbean, hereinafter "SCS", represented by Mr. Per Tamm, Official SCS Representative for Latin America and the Caribbean, Postal Address: Santa María N° 120, San Isidro, Lima, Peru, and the INTER-AMERICAN CHILDREN’S INSTITUTE, hereinafter “IIN”, represented by Mr. John Biehl del Río, Representative of the Organization of American States (OAS) in Uruguay, Postal Address: Av. 8 de Octubre 2904, Montevideo, Uruguay, will enter into force on the date established in the final section of this document. Hereinafter both organizations will be referred to as “the Parties”. §2 Background SCS is a non-governmental and broad-based organization arising from a democratic movement and has neither political nor religious affiliations. It is an active member of the Save the Children Alliance. SCS advocates children’s rights, bears an influence on public opinion, and supports children at risk, both in Sweden and worldwide. IIN is a Specialized Organization of the Organization of American States and responsible for promoting the study of issues related to children and the family in the Americas, as well as for creating technical instruments contributing to solve problems that affect them. The general purpose of this Agreement is helping to create the adequate conditions for an effective work in favor of children’s rights within the framework of the Projects provided for herein. §3 Scope of the Agreement SCS has decided to provide financial support to the IIN under the terms and conditions established in this Agreement, thus allowing for the implementation of the following Projects: Project 24604 "Integral Study on Legislation and Public Policies against CCSE in Latin America” and Project 24534 " Strategic Communication Plan.” The Parties will cooperate in order to contribute to the IIN development, concerning both its institutional and organizational aspects, as well as at its administrative-financial level and programmatic work. §4 Annexes The following Annexes are part of this Agreement. In case of ambiguity, conflict, or lack of consistency between this instrument and some of the following Annexes, this instrument will prevail. Annexes will be assigned the following priority order: Annex 1 Project Documents, including Project budgets. Annex 2 Planning Matrix describing the activities to be developed by the Projects during this year. (Not applicable). Annex 3 Auditor’s Statement. Annex 4 Manual on the use of the institutional image. Annex 5 Guidance for Partners on Project Management Standards and Procedures Annex 6 Ethic guidelines §5 Obligations of the Parties 5.1 The Parties share the general responsibility for the success of the Projects. In the case of SCS, its Office for Latin America and the Caribbean based in Lima, Peru assumes the first instance responsibility and is therefore liable before its Headquarters in Sweden. The specific obligations of each Party are: 5.2 SCS must: 5.2.1 Contribute with a total maximum amount of SEK 140,400.00 (one hundred and forty thousand, four hundred and 00/100 Swedish Crowns), to be transferred in U.S. dollars at the exchange rate established by the Headquarters in Sweden in one (1) single remittance. The budgetary ceiling of this Agreement in U.S. dollars amounts to US$18,000.00 (eighteen thousand and 00/100 U.S. dollars) and will be allocated to the following Projects as agreed upon: 1. Project 24604 "Integral Study on Legislation and Public Policies against CCSE in Latin America”: US$12,000, and 2. Project 24534 "Strategic Communication Plan": US$6,000. 5.2.2 Transfer the remittance within two weeks after signing this Agreement. 5.2.3 Provide a guide including standards, procedures, and instructions, and, if possible, offer the IIN technical assistance in order to ensure the reasonable management of Projects. 5.2.4 Join the IIN actively in planning and follow-up discussions. 5.2.5 Facilitate the IIN any exchange with similar programs and related groups. 5.3 The IIN must: 5.3.1 Plan, implement, and follow-up the Project activities as described in this Agreement and its Annexes. 5.3.2 Use the funds and technical or material resources provided by SCS with observance of the IIN standards and procedures and consistently with good management practices, in accordance with the purpose of this Agreement, so as to ensure the quality and cost-effectiveness of the activities. 5.3.3 Maintain SCS funds in the following corporate and separate bank account:
BANK OF AMERICA
Beneficiary: GENERAL SECRETARIAT OF THE OAS 5.3.4 Submit Progress Reports by the following dates: 15 October, 2006 15 January, 2007 and Financial Statements as per the established format by the following dates: 15 October, 2006 15 January, 2007 5.3.5 The above reports should clearly evidence the use of SCS funds. They should also indicate every other source and amounts contributed to the Projects by other donors. 5.3.6 Present a Final Report on the Projects upon their completion in accordance with specific guidelines to be established by SCS and which should not oppose the IIN standards and procedures. 5.3.7 Manage the Contribution as per its standards and procedures. Any financial activity related to such Contribution will be subject to an IIN internal and/or external audit. Such audits will take place within the context of the general review of the financial operations of the General Secretariat of the Organization of American States. The cost for any additional audit requested by SCS will be expressly provided for in the Project Budget contained in Annex 1 to this Agreement, or will be otherwise allocated as a Project direct cost or directly afforded by SCS. Requested additional audits will be coordinated by the relevant IIN office. 5.3.8 Facilitate any information and/or documents on the facilities directly related to the grant provided for in this Agreement and, in general, meet any other need concerning the visit, evaluation, and audit associated to the activities covered by the grant, notwithstanding what the IIN standards and procedures provide for and to the extent of its possibilities. It also engages itself to adopt the corrective measures determined by supervision and/or audit, notwithstanding those provided for in the IIN standards and procedures and to the extent of its possibilities. 5.3.9 In conformity with Article 5.3.7 in the Agreement the external auditor hired at the request of SCS should submit an Annual Audit Report by 15 February, 2007, including the Internal Control Statement, the IIN comments and the Auditor’s Statement (Annex 3). Additionally, SCS may require a specific audit at any time during the implementation of this Agreement, the cost of which will be afforded by SCS. 5.3.10 Establish clearly the SCS support in all Project-related external communication. §6 Payment and fund reimbursement 6.1 Funds granted to the IIN as per this Agreement should be deposited in the bank account mentioned in Article 5.3.3. 6.2 As provided for in its standards, the IIN will withhold ten percent (10%) of the Contribution to afford Project-associated overhead costs. 6.3 Those funds transferred to the IIN but not spent at the maturity of this Agreement should be reimbursed to SCS (see Guidance for Partners on Project Management Standards and Procedures, Annex 5). 6.3 Interest accrued by the Contribution will be allocated to afford Project-associated overhead. 6.4 If the other Party ceases to exist or to operate, all funds granted by SCS should be reimbursed. §7 Agreement termination 7.1 This Agreement will enter into force upon its signing and will be valid from 6 July, 2006 through 31st December, 2006. 7.2 Each Party is entitled to terminate this Agreement without prior notice whenever the other Party: -commits a material infringement of this Agreement which could be repaired but it is not so within thirty days of being notified in writing, or -commits a material infringement of this Agreement which cannot be repaired, or -does not honor the payment of some amount due from now on and does not repair the infringement within thirty days of a notification in writing 7.3 The termination of this Agreement for whatever reason should take place without affecting the rights or responsibilities that it provides for. The termination of this Agreement will not influence the IIN irrevocable obligations concerning the Projects. In that connection such obligations should be respected and complied with the financial resources of the Contribution, including any IIN expenditure for the termination of its services in advance. 7.4 Any amendment to this Agreement should be stated in writing and separately, signed by the duly authorized representatives of the Parties, and attached to this document. §8 Liabilities
8.1 Neither Party will, under any circumstance, be
liable for the loss or damage caused by the other Party, whenever such
loss or damage is not §9 Patrimonial rights 9.1 The Parties declare that the display of SCS attributes on any published material (either written or audiovisual) should be previously approved by SCS. SCS graphic elements should be properly applied as detailed in Annex 4. In such connection both Parties may use, distribute, reproduce, disseminate and utilize in any other way the technical material and/or publications performed by them or entrusted to third parties for the execution of this Agreement, its Annexes and specific agreements to be concluded, making reference to the cooperation of the other participating party. Consequently, both Parties mutually entitle the other Party to edit technical material, research and/or publications as mentioned in the previous paragraph, at any time and whenever they deem it suitable without requiring the prior consent and/or authorization of the other Party, subject to previous notice and the respect for the policies applicable to the use of institutional logotypes. Finally, both Parties engage to include in contracts either signed or to be signed with the persons assigned to the execution of this Agreement a clause of cession of all their copyrights on the information to be obtained as a result of this Agreement to SCS and the IIN as joint holders of such rights, as well as on the research and publications that may be produced during its validity, under exclusive and excluding terms. 9.2 The use of the SCS name or logotype in any published material (either written or audiovisual) should be previously approved by SCS. SCS graphic elements should be properly applied as detailed in Annex 4. 9.3 SCS will receive two copies of each produced material and may request additional copies whenever needed, as far as such additional copies are provided for in the Contribution addressed by this Agreement. 9.4 During the implementation of this Agreement both Parties must avoid jeopardizing the good name and reputation of the other Party by means of statements or actions which might affect it either directly or indirectly. §10 Force majeure None of the Parties will be liable for an infringement of this Agreement when such infringement results from an event beyond the reasonable control of the Party involved, including but not limited to uprising or civil disorders, war or military operations, national or local emergency, actions or omissions by the Government or the regulatory authority, industrial disputes, fires, floods, lightning, explosions, and weather inclemency. §11 Applicable law and jurisdiction The Parties hereby engage to settle their disputes by means of direct negotiation. If a satisfactory solution is not achieved they engage under exclusive and excluding terms to settle their disputes by means of legal arbitration in conformity with the Peruvian General Arbitration Law No. 26572 and agree that in all cases the site for such arbitration will be the city of Lima, Peru. The arbitration ruling will be final, not open to appeal, and binding for immediate compliance by the Parties. The law of the Republic of Peru will apply to this Agreement. None of the provisions contained in this Agreement represents an explicit or implicit resignation of the privileges and immunities enjoyed by the OAS, its organs, specialized organizations, including the IIN, its staff, properties and assets, in conformity with the OAS Charter and the relevant agreements and laws in force in the United States, Peru, and Uruguay as well as in the other OAS Member States, and the principles and practices provided for in nternational law. §12 Coordination and notifications 12.1. The IIN office responsible for coordinating the activities provided for in this Agreement is the Office of the Director General, conducted by Mr. John Biehl del Río, Representative of the OAS in Uruguay; for the purposes of this Agreement the Coordinator is Mr. Juan Manuel Jiménez, Coordinator of the Administration Area, whenever circumstances justify so and subject to due authorization. All notifications and communication should be addressed to the Coordinator to the following address, telephone, fax, and e-mail:
Instituto Interamericano del Niño, la Niña y Adolescentes 12.2. The SCS office responsible for coordinating the activities provided for in this Agreement is the SCS Official Representation held by Mr. Per Tamm, Official Representative and for the purposes of this Agreement the Coordinator will be Mr. Marco Antonio Sotelo, SCS Program Coordinator. All notifications and communication should be addressed to the Coordinator to the following address, telephone, fax, and e-mail:
Save the Children 12.3. Every communication and notification resulting from this Agreement will only be valid if sent by post, fax or e-mail and addressed to the coordinators as per Article 12 in this Agreement. Communication and notification by e-mail will be valid only when transmitted directly from the e-mail address of the Coordinator of one of the Parties to the e-mail address of the Coordinator of the other Party. 12.4. Any Party may modify the above responsible office, the appointed Coordinator, its address, telephone nr, fax, or e-mail address subject to prior notice to the other Party in writing. IN WITNESS THEREOF, the representatives of the Parties, duly authorized for this purpose, sign this Agreement in three equally valid copies in the city of Montevideo on 6 July, 2006.
On behalf of Save the Children Sweden On behalf of the Inter-American Children’s Institute *
________________________ ______________________________________
Per Tamm
John Biehl del Río
* The Representative of the OAS in Uruguay in charge of the IIN signs this Agreement ad referendum of the Directing Council of the IIN
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