Memorandum of Understanding for the Partnership
between
[Insert name of lead NS]
and
[Insert name of NS]
and
[Insert name of NS]
and
[Insert name of NS]
and
[Insert name of NS]
and
[Insert name of NS]
(hereinafter referred to as ‘The Parties’)
For the implementation of the project:
[Insert title]
Grant Agreement Number: [insert DG ECHO ref]
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1.
Introduction
1.1.
The Parties recall that the Fundamental Principles and Statutes of the
International Red Cross and Red Crescent Movement, the decisions of the
General Assembly of the International Federation of Red Cross and Red
Crescent Societies (IFRC), and resolutions of the International Conference will
be applicable in all circumstances. The Agreement on the Organization of the
International Activities of the Components of the International Red Cross and Red
Crescent Movement, signed in November 1997 (Seville Agreement), and the
Supplementary Measures to this agreement, as well as the Principles and Rules
for Red Cross and Red Crescent Humanitarian Assistance, will be used as a
reference for international activities requiring coordination among various
components of the Movement.
1.2.
The Parties cooperate with the International Federation of Red Cross and Red
Crescent Societies in its coordination of international Movement support to the
Host National Society activities to ensure coherent country operation.
1.3.
This Partnership Memorandum of Understanding (hereinafter referred as an
“MoU”) is made between the [insert lead NS] Red Cross Society (hereinafter
referred to as [insert acronym]), the [insert NS] Red Cross Society (hereinafter
referred to as [insert acronym]), the [insert NS] Red Cross Society (hereinafter
referred to as [insert acronym]), the [insert NS] Red Cross Society (hereinafter
referred to as [insert acronym]), the [insert NS] Red Cross Society (hereinafter
referred to as [insert acronym]), the [insert NS] Red Cross Society (hereinafter
referred to as [insert acronym]) and hereinafter together referred to as “The
Parties” and sets out the terms and conditions for the cooperation between the
Parties in implementing the project “[insert title]“ in [insert country/ies] (hereinafter
referred as “the Project/ the Operation”) funded by the European Commission
Humanitarian Directorate General for Aid and Civil Protection (DG ECHO) (Grant
Agreement Number: [insert reference] signed on the [insert dd/mm/yyyy]).
1.4.
The Parties have jointly formulated a proposal and [insert lead NS] presented this
proposal to DG ECHO. The Project/Operation has been approved and the Grant
Agreement has been signed between DG ECHO and the [insert lead NS]. The
Project/Operation is based on the mutually agreed Project Document (Annex IV)
and approved budget (Annex IV), which are attached to this MoU. The overall
project budget will not exceed a total of EUR [insert amount]; DG ECHO will fund
EUR [insert amount] ( xx %), the [insert NS] EUR [insert amount], the [insert NS]
EUR [insert amount]…[add each NS’ financial contribution]
[Insert lead NS] is the contracting party to DG ECHO and is the coordinator of the
partnership with [insert NS], [insert NS], [insert NS], as Partner National Societies
and [insert NS] as HNS.
1.5.
2.
The aim of the Parties, through this MoU, is to ensure effective cooperation in
relation to the implementation of the DG ECHO project [insert reference].
Purpose of the MoU
2.1.
This MoU expresses the mutual effort of the Parties to achieve the goals and
objectives as set out by the Project (Annex V) and to meet all donor requirements
to which the Project is subjected.
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2.2.
3.
4.
5.
The purpose of this MoU is to define the roles and responsibilities of the Parties
in the planning, implementation, financial management, monitoring and
evaluation in order to ensure effective co-operation between the Parties for
implementation of the Project.
Objectives of the Project/Operation
3.1.
The objectives of the Project/Operation are defined in the approved Project
Document and its annexes. The Project documents are attached to this MoU
(annex V). The Parties agree to follow the Project Document in the
implementation of their share of the Project/Operation.
3.2.
The overall objective of the Project is: [insert OO].
3.3.
The specific objective is: [insert specific objective].
3.4.
The Project is divided into [insert number] main results related to the [insert
number] countries of implementation of the action: [insert results]
Duration, term and termination of the MoU
4.1.
This MoU comes into effect after it has been signed by all Parties. It is valid until
the moment when the final payment has been transferred by DG ECHO to [insert
lead NS] and the final installments have been distributed to the relevant Parties.
4.2.
The implementation period of this MoU is for [insert number] months starting from
[insert dd/mm/yyyy].
4.3.
The termination of this MOU does not waive the Parties from those
responsibilities, obligations and commitments stipulated in the Project Document
that run beyond this date such as those related to reporting and supporting
documents and means of verification/audit referring to the project
implementation.
Mutual responsibilities of the Parties
5.1.
Each Party shall carry out the Operation with the requisite care, efficiency,
transparency and diligence, in line with the principle of sound financial
management and with the best practices in the field.
5.2.
Each of [insert PNSs involved] shall have the responsibility to support, work in
close collaboration and highly involve the [insert HNSs involved] in this Project.
5.3.
Each Party shall implement the tasks attributed to it in the Project/Operation as
described in the Project Annexes, according to the agreed Project Budget (Annex
IV), respecting the appropriate formats stipulated in the Grant Agreement
between DG ECHO and [insert lead NS].
5.4.
Each Party shall be responsible for the proper execution and the monitoring of
the activities in their respective activities (outlined in the Project Document).
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5.5.
Each Party shall be responsible for monitoring of timeliness and quality of
reporting according to DG ECHO Guidelines in their respective activities. Each
Party will forward to the [insert lead NS] the data needed to draw up the reports,
financial statements and other information or documents required by the contract
with DG ECHO as agreed to in article 5.3 of this MoU.
5.6.
Each Party shall properly share information related to the Project/Operation on a
regular basis and raise issues of concerns in a transparent and professional
manner within the Partnership.
5.7.
Each Party agrees to give the Commission , or any other person or organization
authorized by the Commission, access to any location where the Project is or
was implemented, and to all documents and information, including information in
electronic format, that are necessary to monitor the implementation of the
Project. Furthermore, each Party shall allow access for on-site visits and field or
headquarters audits, and any checks, inspections and verifications to be carried
out by the Commission or any other person or organization authorized by the
Commission, the European Anti-Fraud Office (OLAF), or the European Court of
Auditors.
5.8.
Each Party remains solely liable for all of their employees and volunteers.
5.9.
Notwithstanding any other agreements, each party agrees to defend, hold
harmless and indemnify the other parties, their agents, directors or staff members
against any legal liability, cost or expense (including reasonable attorney’s fees
and court costs) arising from the negligent acts or omissions of the indemnifying
party, their agents, directors or staff members. All parties agree to work together
to provide all information and cooperation necessary to secure the best outcome
for all concerned.
5.10.
Each Party refrains at all times from all or any actions which may be regarded as
illegal or corrupt. The Parties shall actively work to resist, prevent and detect all
forms of fraud and corruption within their organization and activities the Parties
take part in, including but not limited to activities under this MoU. No offer,
payment, consideration or benefit of any kind, which could be regarded as an
illegal or corrupt practice, shall be made, promised, sought or accepted, neither
directly nor indirectly, as an inducement or reward in relation to activities funded
under this MoU, including tendering, award or execution of contracts. Any such
practice by one Party will be grounds for the immediate cancellation of that
Party’s participation in this MoU and Project, and for such additional action, civil
and/or criminal, as may be appropriate. At any indication of fraud and/or
corruption and/or other illegal act, the Parties shall immediately inform each other
about the situation and the planned action. The Parties shall report promptly
about fraud and/or corruption and/or other illegal act to the other Party when such
practice is detected, and in good co-operation with appropriate authorities seek
to prevent disruption or harm to the projects/programs and deal with those
involved using appropriate legal procedures.
5.11.
Each Party shall ensure that any agreement with staff, partners or suppliers
includes an anti-corruption clause.
5.12.
Each Party seek to find solutions and contribute to the partnership in the event
that the Party(ies) is/are unable to deliver on assigned tasks.
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6.
Roles and Responsibilities of each Party
6.1.
Roles and Responsibilities of the [insert lead NS]
As lead PNS and contract holder with DG ECHO, [insert lead NS]:
a) Shall be responsible for the overall implementation and proper execution of the
Project as Grant Holder.
b) Shall monitor that the Operation is implemented in accordance with DG ECHO
contract and ensure coordination with all Parties and DG ECHO
c) Is the intermediary for all communication between the Parties and DG ECHO
d) Shall be responsible for the timely reporting towards DG ECHO and will
consolidate the information and reports from each Party into a single document.
e) Shall inform all Parties of any legal, financial and technical exchange with DG
ECHO and inform about internal or external issues that may affect the
implementation of the Project
f) Shall be responsible in the event of the audit for providing all the necessary
documents requested by DG ECHO auditors
g) Shall be responsible for the transfer of the funds to the relevant Parties in a
timely manner as agreed to in article 7.5.
6.2.
Roles and Responsibilities of the Parties
As part of the Partnership, each Party:
a) Shall provide support and technical input for the Project by their respective
teams and staff at Headquarters according to their capacities and expertise in
coordination with the [insert lead HS].
b) Shall provide timely and appropriate support to assist the [insert lead NS] to
comply with the Grant Contract between DG ECHO and the [insert lead NS].
c) Shall participate in the scheduled meetings among the Parties organized in
each country and/or regionally. They also participate in DG ECHO and other
stakeholders meetings if needed. They take part in monitoring and evaluations
events according to their activities, coordinated by the [insert lead NS].
d) Shall contribute with technical, human and financial resources as per
Project/Operation Document (Annex V) and approved budget (Annex IV).
e) Shall inform the FRC timely of any relevant contingencies and/or changes that
could affect the achievements of the overall objective, results, activities and
indicators; the budgetary execution according to the operational budget; any
contingencies that would require specific attention according to DG ECHO FPA
or the fulfillment of any of the responsibilities established in this Partnership
MoU.
f) Shall share relevant information regarding progress in implementation on a
regular basis.
g) Shall provide to [insert lead NS] the necessary document for preparation of
intermediate and final report including financial and narrative information on the
activities they are responsible for. The reports shall be submitted to [insert lead
NS] in format provided by the [insert lead NS] in the following timeframe:
o Intermediate report [dd/mm/yyyy] – 20 days prior to reporting deadline
to DG ECHO]
o Final report [dd/mm/yyyy] – 1 month prior to reporting deadline to DG
ECHO]
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Information by the Parties to [insert lead NS] will be provided in the
Single Form, established by DG ECHO for reporting, as attached in
Annex V.
h) Shall be responsible for the adequate compliance with DG ECHO rules;
i) As referred in Article 10 of this MoU, any expenditure deemed ineligible
incurred from activities that have been assigned to each Party shall be covered
by the related Party’s funds.
7. Budget and financial management
7.1.
The operational budget of the project is [insert amount] EUROS of which xx% is
coming from DG ECHO./ It is fully funded by the DG ECHO (100%) and is shared
between the parties according to the Budget proposal (Annex IV) as follows:
a) [Insert NS] : [insert amount] €
b) [insert NS] : [insert amount] €
c) [insert NS] : [insert amount] €
d) [insert lead NS] : [insert amount] €
7.2.
These funds are earmarked to specific results and/or activities as detailed in the
Project’s logframe (Annex V).
7.3.
The [insert lead NS] will make a disbursement of the DG ECHO contribution to
the Parties according to their responsibilities and agreed budget allocation in the
bank account as provided by each party to the [insert lead NS] at the time of the
signature of this MoU (included into Annex VI)
7.4.
The Parties will each receive 7% of the indirect costs related to their actual
expenditure based on the amount specified in Article 7.1.
7.5.
The [insert lead NS] shall ensure that all funds allocated to the relevant Parties
are transferred in a timely manner according to the DG ECHO grant agreement
installments, namely: a pre-financing payment equivalent to 80% of the amount
agreed in the budget allocation.
7.6.
The funds will be transferred in EUROs and financial reports have to be issued
in EUROs. All the expenses will be reported to ECHO according to exchange rate
policies of each Party with the understanding that these policies are in line with
DG ECHO rules as stated in art 18.5 of the 2014 FPA general conditions.
Exchange rate losses are not an eligible cost for DG ECHO, therefore eventual
losses due to exchange rates will be assumed by the Party responsible for those
costs.
7.7.
The final payment will be transferred by [insert lead NS] to the Parties upon
receipt of DG ECHO balance of payment within at least two weeks after receipt
from DG ECHO.
7.8.
The Parties shall ensure that any funds received from the [insert lead NS] are
used as designated in the operational budget and according to the project goals,
results and indicators and DG ECHO rules.
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7.9.
The Parties shall ensure that all the documentation is in English or if not at least
partially translated into English. This includes invoices, purchasing files,
quotations, delivery notes and donation certificates.
7.10.
Financial reporting will be done on a monthly basis at field level in order to
facilitate consolidation of over or under spending and to enable the [insert lead
NS] to address this matter to DG ECHO if needed. Each Party is responsible for
checking receipts, including all supporting documentation of procurement and
commitments made at field level before they are sent to the respective HQs and
address points of required remedy in a timely fashion.
7.11.
The Parties will ensure an adequate financial management according to its
financial and accounting procedures, including timely financial reporting.
7.12.
The Parties will keep all original financial supporting documentation (including
procurement documentation, invoices, staff contracts, exchange rate
documentation if applicable etc.) as required by DG ECHO regulation art. 23 of
the 2014 FPA general conditions. This documentation has to be kept for a period
of five years after the end of the project (The end of the project corresponds to
the date of final payment by DG ECHO). The documentation shall be made
available to the [insert lead NS] in case they are requested from DG ECHO or in
case of a DG ECHO audit.
7.13.
Taxes are not an eligible cost for DG ECHO. The parties will, at the beginning of
the implementation period, take the necessary steps to obtain tax exemption with
the support of the [insert HNSs]. In case this is not possible, a written statement
from the public authority in charge, that demonstrates the impossibility of
obtaining tax exemption, should be provided in order to include the related costs
in the financial reports.
7.14.
In case of insufficient justification of impossibility of obtaining tax exemption, each
party is responsible of reimbursing the VAT related to their budget to DG ECHO.
7.15.
In case of late reimbursement of VAT from the government, each relevant party
is responsible toward the [insert HNSs] for reimbursement. The [insert lead NS]
is responsible to liaise with DG ECHO regarding a potential reimbursement and
deduction of last installment.
7.16.
All the interests that might be generated in local bank accounts of The Parties will
be allocated to the project and should be detailed in the financial reports provided.
7.17.
Costs considered as non-eligible by DG ECHO in the acceptance of the final
report or in an eventual audit of project expenditures will be assumed by the Party
responsible for those costs. This obligation is also applicable to the indirect costs
on a pro-rata basis.
8. Procurement
8.1.
Each FPA partner applies its own procedures validated by DG ECHO. Each FPA
partner is responsible to ensure that expenses undertaken by [insert HNSs] are
respecting their procedures and will be entitle to reimbursement in case of refusal
from DG ECHO. DG ECHO requirements as settled in their respective FPA
Annex II applicable (EU Red-Cross FPA or IFRC FPA) still apply as general rules
of procurement.
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8.2.
Each FPA partners is responsible to ensure that all purchasing file will be
available for a potential DG ECHO audit. Parties are encouraged to keep copies
of all files and invoices in case of loose or destruction.
9. Visibility and Communication
9.1.
The Project will be externally communicated as a joint Project of the Parties.
9.2.
In order to streamline communication lines, the [insert lead NS] will be
responsible for all official communication in relation to this Project going out from
the Parties to the third parties, including DG ECHO. [Insert lead NS] will forward
Project related reports and other relevant documents or communication to the
Parties.
9.3.
All Parties will ensure equitable visibility of the Parties and DG ECHO where
possible (in accordance with the terms of the Grant Agreement, the visibility plan)
throughout the Project period. All parties ensure that the visibility, communication
and information made are in line with DG ECHO art. 7 of the 2014 FPA general
conditions and requirements set up in part 9 of the present Single Form and with
[insert HNSs] policy regarding visibility.
9.4.
All Parties have to keep documentation and proof of visibility and communication
activities in case of ECHO audit.
9.5.
In order to ensure visibility, the Parties will share reports, human interest stories
and photographs, and facilitate media interests from the Parties, if possible.
9.6.
If for security reason, or due to the need for Parties to comply with the
Fundamental Principles of the International Red Cross and Red Crescent
Movement, it would become impossible or dangerous to comply with the DG
ECHO obligation in term of visibility, the Parties will inform the [insert lead NS],
which will communicate the situation to DG ECHO and request for derogation on
this matter as stated in art.7 of the 2014 FPA general conditions.
9.7.
Such information and publications, in any form and media, including the Internet,
shall include the following text or a similar disclaimer: "This document covers
humanitarian aid activities implemented with the financial assistance of the
European Union. The views expressed herein should not be taken, in any way,
to reflect the official opinion of the European Union and the European
Commission is not responsible for any use that may be made of the information
it contains.”
9.8.
If appropriate, a reference will be made on the Parties websites with the
European Union with a hyperlink established to the relevant webpage of the
Commission’s Directorate General for Humanitarian Aid (DG ECHO) on the
Europa website.
10. Audit and financial penalties
10.1.
The Parties agree to give the auditors as well as representatives of back donor’s
full access to all financial records, bank statements, vouchers and supporting
documents related to its projects activities and any other documentation
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requested by the auditors such as internal procedures and regulations for a
period of 5 years starting from the date of the payment of the balance after the
end of the implementation period.
10.2.
[insert lead NS] is responsible for DG ECHO audit process.
10.3.
In case of disallowance in the audit process and request for recovery of funds
from DG ECHO, the Party responsible of these disallowances will reimburse the
[insert lead NS] as soon as [insert lead NS] received such request.
10.4.
In case of DG ECHO request on financial penalties due to poor, partial or late
implementation of the contract/project, the Party responsible for the event which
causes the financial penalty must fully cover the costs related to this penalty.
11. Modification, Extension, Suspension and Termination
11.1.
The provisions of this MoU may be amended or modified only with mutual written
consent of all Parties.
11.2.
If a change in the project is expected to affect a basic element of the action,
substantial change in the logframe or Articles 2, 3, 4, and 6 of the Specific Grant
Agreement, the requesting Party shall send to the [insert lead NS] and other
Parties a duly justified amendment proposition explaining the object of the
modification requested. The proposition shall be made in due time, i.e. before the
amendment takes effect and in any case one month before the end of the
implementation of the action.
11.3.
In the event of any difficulties in implementing the terms of this MoU, the Parties
will consult each other immediately.
11.4.
If one of the Parties, in duly justified cases, decides to terminate the MoU earlier
than the stipulated Project period, this Party must serve formal notice in writing
to the [insert lead NS] and other Parties at least three months in advance. A
consultation process is therefore initiated by [insert lead NS] with the objective to
safeguard the future of the Project. This process shall not last longer than 3
months.
11.5.
If at any time during the course of this MoU it becomes impossible for any of The
Parties to perform any of their obligations for reasons of force majeure, this
partner shall promptly notify the others in writing of the existence of such force
majeure. The Partner giving notice is thereby relieved from such obligations as
long as force majeure persists.
11.6.
In case of termination of this MoU before the end of the Project by any of the
Parties, this Party will submit a final narrative and financial report to [insert lead
NS].
11.7.
Should this MoU be terminated for whatever reason, no payment shall be due
except for those services and supplies actually rendered or purchased, delivered
or committed up to the date of the dissolution and based on the Project document.
Payments still due shall be calculated, if appropriate, on a pro rata basis. Any
unutilized and uncommitted working advances shall be duly returned.
12. Settlement of Disputes
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12.1.
Any claim or controversy arising from the MoU that is not amicably settled by The
Parties within 30 days shall be submitted to mediation. Such mediation shall be
facilitated by a neutral party chosen by the Parties. If the parties cannot agree on
a person, or if the mediation does not resolve the dispute within 30 days, the
International Federation of Red Cross and Red Crescent Societies will be asked
to appoint a neutral arbitrator. The Parties agree to be bound by any arbitration
award rendered in accordance with this paragraph as final adjudication of any
such claim or controversy.
13. Annexed documents
13.1.
This MOU consists of the following documents:
Annex I: Specific Grant Agreement between DG ECHO – Lead NS (Grant
Agreement Number: ECHO/….)
Annex II: DG ECHO FPA 2014 General conditions
Annex III: DG ECHO Procurement principles and procedures
Annex IV: Detailed Project Budget
Annex V: Project proposal – Single Form
Annex VI: Contact person and bank account details
14. Signatures
For the [Insert lead NS]
Signature
Name
Title
Place and date
For the [Insert NS]
Signature
Name
Title
Place and date
For the [Insert NS]
Signature
Name
Title
Place and date
For the [Insert HNS]
Signature
Name
Title
10
Place and date
For the [Insert HNS]
Signature
Name
Title
Place and date
For the [Insert NS]
Signature
Name
Title
Place and date
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