Darbības ar dokumentu

Agreement Between The Government Of The Republic Of Latvia And The Government Of The Kingdom Of Sweden On The Foundation Of The Riga Graduate School Of Law

Preamble

WHEREAS the Government of the Republic of Latvia and the Government of the Kingdom of Sweden desire to establish an independent and autonomous academic institution in the field of legal education and research, and WHEREAS the mutual wish of the Parties is that Latvian entities shall gradually assume responsibility for the management and financing of such an institution;

Now, therefore, it has been agreed as follows:

1. Foundation of the Riga Graduate School of Law

1.1. The Government of the Republic of Latvia and the Government of the Kingdom of Sweden shall co-operate in the establishment of the Riga Graduate School of Law (hereafter, the "RGSL") with mutual contributions and investments. The Government of the Republic of Latvia and the Government of the Kingdom of Sweden shall be free to invite other interested Parties in addition to the Parties mentioned in this Agreement to make donations and investments in the RGSL.

1.2. The RGSL shall be established as a not-for-profit limited liability company. It shall be assigned the status of and be licenced as a higher educational establishment to be accredited in Latvia, and it shall be an independent and autonomous academic institution with its own self-government and right to pass all and any decisions in respect of the management of the RGSL.

1.3. The decision regarding the establishment of the RGSL shall be passed by, and the Charter of the RGSL shall be approved by, the founders of the not-for-profit limited liability company, the Ministry of Education and Science on behalf of the State of Latvia and an authorised representative or of the Government of the Kingdom of Sweden, and the Soros Foundation-Latvia. The RGSL shall be registered with the Republic of Latvia Register of Enterprises.

1.4. The legal base of the RGSL activity is stipulated by this Agreement and the Charter of the RGSL. The provisions of the laws "On Not-for-profit Organisations", "On Limited Liability Companies" and the law "On Higher Educational Institutions" shall be applicable to the RGSL to the extent that such are not contrary to this Agreement.

1.5. The RGSL shall offer its students academic education based on the rule of law, respect for human rights and principles of political democracy. The academic program shall include international public law and international treaties, international private law, international trade law and international commercial transactions, the European Union law and substantive trade law.

1.6. The education at the RGSL shall be provided in the English language. Upon enrolment, students from the Baltic States must have a command of the State language of the respective Baltic State.

The RGSL shall initially provide a 12 month Masters program to the students having Bachelor's degree in law or the equivalent and who are residents in any of the three Baltic States, except in the first trial year of the RGSL during which the academic program shall be offered solely to residents of Latvia. The RGSL in addition thereto may offer short-term courses and seminars.

The RGSL shall provide academic education to students irrespective of their sex, social and financial status, racial and national background, political or religious conviction and occupation.

1.7. During the first ten years of operation of the RGSL, beginning on the date which is the latter of the date of registration of the RGSL at the Republic of Latvia Register of Enterprises and ratification of this Agreement by the Latvian Saeima, the authorised representative of the Government of the Kingdom of Sweden shall be entitled to 51% of the shares in the RGSL and the Republic of Latvia shall be entitled to 25 % of the shares in the RGSL and the Soros Foundation-Latvia shall be entitled to 24% of the shares in the RGSL. The representatives of the Parties and the Soros Foundation - Latvia all shall have the right to transfer their shares in the RGSL. The intention of the Parties to this Agreement is that at the end of the ten year period the ownership of the RGSL shall have been transferred to various government institutions and/or private entities registered in the Baltic States.

2. Commitments of the Government of the Republic of Latvia

2.1. The Government of the Republic of Latvia shall transfer to the RGSL the title to the parcel of land (land cadastre No. 01000190105, group 19, plot 105) total area constituting 1203 square meters, on which the building at 13 Alberta Street, Riga, is located.

2.2. The Government of the Republic of Latvia shall be responsible for RGSL payments covering heating, ventilation, power supply, hot and cold water, as well as services related to cleaning and security of the adjacent territory and the premises occupied by the RGSL.

The Government of the Republic of Latvia shall be responsible for salaries to the local academic and general staff of the RGSL in accordance with the prevalent rates in Latvia, and shall cover the basic scholarships for students at the RGSL, not exceeding the prevalent rates for full-time students in the Republic of Latvia.

The Government of the Republic of Latvia undertakes to allocate funds for this purpose in each annual budget.

The Government of the Republic of Latvia undertakes to allocate special subsidies for the RGSL from the state budget for two successive years beginning with 1998. The said subsidies shall not exceed the value added tax for the equipment, the reconstruction and construction materials purchased in Latvia for construction of the RGSL and shall be paid in conformity with the documents confirming the expenditures submitted by the RGSL.

2.3. The RGSL shall be entitled to exemptions and privileges in the payment of taxes, transfer of property over state borders and in other spheres set for higher educational institutions and research institutions by law. The RGSL shall enjoy other rights and privileges granted by law to higher educational institutions and research institutions, as well as the following exemptions:

1) as a not-for-profit organisation, the RGSL is exempt from paying taxes as provided by now existing legislative acts;

2) the instructors and administrative personnel invited by the RGSL from other countries shall be exempt from paying state duties for visas and permits to live and work in Latvia for the period set forth in the employment contract;

3) the RGSL shall be exempt from paying customs duties and taxes, as well as value added taxes, for the import of construction materials and equipment for the RGSL. In case if, while importing computers and computer software directly and solely for the needs of the RGSL, customs dues and indirect tax payments will be applied, the Government of the Republic of Latvia undertakes to refund the said payments from the state budget;

4) If the City of Riga does not grant an exemption from the real estate tax and if this tax should be increased, a sum equivalent to this increase will be contributed by the Government of Latvia to the general budget of the RGSL;

5) The legislation in force at the date of signature of this Agreement with respect to rental income from the lease of parts of the RGSL building at Alberta 13 earned by (i) the RGSL or (ii) any entity, which as compensation for construction work carried out during renovation on behalf of the RGSL has been granted the right to sub-lease part of the building, and (iii) the not-for-profit organisation described in section 8.5. of this Agreement, shall apply during the period of validity of this Agreement, except in the case when any new legislation would be more favourable;

6) The RGSL is exempted from the state taxes and dues regarding the corroboration of the proprietary rights of the RGSL at Alberta street 13 and their registration in the Land Book.

2.4. The diploma of the RGSL shall be acknowledged as valid by the Latvian State in accordance with Latvian law and the State Emblem of the Republic of Latvia may be used thereon.

2.5. The Government of the Republic of Latvia is responsible for carrying out all archaeological or architectural examinations, measurements and documentation that may be required by Latvian authorities before the reconstruction work can begin. It is agreed that the architectural level of the reconstruction work should take into account the high artistic and historic value of the building, without creating an excessive financial burden on the RGSL. Any requirements above a reasonable construction budget should be discussed and amicably settled between the Rector of the RGSL and a representative of the Government of the Republic of Latvia.

3. Exclusive Rights of the Government of the Republic of Latvia

The Cabinet of Ministers of the Republic of Latvia shall approve the By-Laws (Satversme) of the RGSL.

4. Commitments of the Government of the Kingdom of Sweden

4.1. Pursuant to this Agreement, the Government of the Kingdom of Sweden together with other financial contributors to the RGSL shall provide financial investments necessary for commencement of the RGSL, the implementation of the academic syllabus and securing the activity of the RGSL during its first years of operation.

The capital contributions to the RGSL by the Government of the Kingdom of Sweden for the purpose hereof are limited to an amount of SEK 4 million per year during the RGSL's first three years of operation.

Further capital contributions by the Government of the Kingdom of Sweden are subject to Swedish Parliament approval.

5. Exclusive Rights of the Government of the Kingdom of Sweden

During the first ten years of operation of the RGSL, the Government of the Kingdom of Sweden shall have the right to appoint a majority of the members of the Board of Directors of the RGSL, including the chairperson of the Board of Directors, and 3 members of the Academic Council of the RGSL, and the right to transfer its right to appoint such members to other Swedish as well as non-Swedish Parties.

6. Administration of the RGSL

6.1. The bodies of the RGSL representation and management shall be as follows:

(1) the Board of Directors;

(2) the Rector;

(3) the Academic Council; and

(4) the Auditing Commission.

6.2. The Board of Directors shall consist of not less than 5 (Five) members. 1 (One) member of the Board of Directors shall be appointed by the Government of the Republic of Latvia; 1 (One) member of the Board of Directors shall be appointed by the Soros Foundation - Latvia; 3 (Three) members of the Board of Directors including the Chairperson shall be appointed by the authorised representative of the Government of the Kingdom of Sweden. The Government of the Republic of Latvia and the authorised representative of the Government of the Kingdom of Sweden and the Soros Foundation - Latvia shall have the right to assign their right to appoint members of the Board to any other institution. The right to appoint members of the Board of Directors may be amended only after an agreement in writing between the shareholders of the RGSL.

The Government of the Republic of Latvia retains the right to propose such an amendment if the payments made by the Government of the Republic of Latvia for the activities of the RGSL exceed those made by the Government of Sweden or by the Soros Foundation-Latvia.

6.3. All members of the Board of Directors shall be appointed for a period of three years. Only that party who has appointed a member of the Board of Directors is authorised to dismiss or withdraw him/her.

6.4. The Board of Directors of the RGSL shall act completely independently and the Government of the Republic of Latvia and the Government of the Kingdom of Sweden undertake to ensure its independence. The Board of Directors of the RGSL shall have competence in respect of the following matters:

6.4.1. to determine the organisational and management structure of the RGSL;

6.4.2. to appoint and dismiss the Rector;

6.4.3. to raise funds not provided under this Agreement;

6.4.4. to approve the budget of the RGSL and the use of resources thereof;

6.4.5. other matter regarding which the Board of Directors' competence is stipulated by the Charter of the RGSL.

6.5. The Rector shall be appointed by the Board of Directors of the RGSL for a period of three years. The Rector shall represent the RGSL before state and local government institutions, enterprises and organisations. Only the Board of Directors is authorised to dismiss the Rector.

6.6. The Rector shall supervise and manage the activity of the RGSL and shall be responsible for it under the direction of the Board. The Rector shall define the competence of the Vice-Rectors and other officers, manage the Academic Council of the RGSL, report to the Board of Directors regarding his/her activity and perform other activities in accordance with the Charter of the RGSL.

6.7. The Academic Council of the RGSL shall supervise the matters related to organising and co-ordination of studies and scientific work in the RGSL. The Council shall enjoy the right to be consulted by the Board of Directors regarding decisions on any matter related to the study process of the RGSL. The Academic Council shall also carry out administrative and other decisions of the Board of Directors, the carrying out of which have been delegated to it by the Board of Directors.

6.8. The composition and regulation of the Academic Council shall be approved by the Board of Directors of the RGSL in compliance with the following conditions. The Academic Council shall consist of not less than 7 (Seven) members and shall initially be composed as follows: the Rector shall ex officio be member and chairperson of the Academic Council, 1 (One) member shall be appointed by the Government of the Republic of Latvia, 1 (One) member shall be appointed by the Open Society Institute New York, 1 (One) representative of the European Union to be appointed by the shareholders of the RGSL, 3 (Three) members shall be appointed by the authorised representative of the Government of the Kingdom of Sweden. Members of the Academic Council shall be appointed for a period of three years. The Government of the Republic of Latvia and the authorised representative of the Government of the Kingdom of Sweden and the Open Society Institute New York shall be entitled to assign their places in the Academic Council to any other entities. Only that party which has appointed a member of the Academic Council is authorised to dismiss or withdraw him/her.

6.9. The Auditing Commission shall consist of 2 (Two) auditors. Every year, the authorised representative of the Government of the Kingdom of Sweden shall appoint one auditor and the authorised representative of the Government of the Republic of Latvia and Soros Foundation - Latvia shall together appoint one auditor.

6.10. The Auditing Commission shall inspect the economic and financial position of the RGSL and report thereon to the Parties to this Agreement and to the shareholders of the RGSL. The Auditing Commission shall also inspect the annual report of the RGSL, which shall be submitted by the Board of Directors to each of the shareholders of the RGSL by October 15 each year.

6.11. The structure, rights and obligations, as well as activity of the RGSL shall be regulated in the Charter of the RGSL.

6.12. RGSL students, graduates and candidates to the doctor's degree shall have a self-government of their own. This self-government shall operate in accordance with the regulation to be prepared by students and approved by the Board of Directors.

7. Property, Finance and Economic Activity of the RGSL

7.1. The RGSL may own land, movable, immovable and intellectual property, as well as money resources in Latvia and abroad in accordance with the currently valid laws.

7.2. The RGSL shall have its own budget and independent balance sheet. Formation, structure and use of the budget of the RGSL shall be determined by the Board of Directors of the RGSL and its fulfilment shall be controlled by the Auditing Commission of the RGSL.

8. Termination of the Agreement and liquidation RGSL

8.1. This Agreement is concluded for a period of ten years.

8.2. Either contracting party may terminate this Agreement by giving no less than three year prior written notice to the other Party.

8.3. If the Government of the Republic of Latvia fails to fulfil its obligations stated herein or gives notice concerning termination of this Agreement the Government of the Republic of Latvia shall be responsible for reasonable and equivalent compensation to Parties who have invested in and/or financed real estate and building belonging to the RGSL. The same shall apply if the Government of the Republic of Latvia should interfere with or prevent the RGSL's right to utilise its property.

8.4. Any decision regarding the liquidation or termination of the activities of the RGSL must be adopted by the shareholders of the RGSL in accordance with the provisions of the Charter of the RGSL.

8.5. In the event of liquidation of the RGSL or termination of the activities of the RGSL, title to the real property at 13 Alberta Street, Riga shall be transferred to a not-for-profit organisation that has an objective of supporting research and education, to be mutually agreed upon by the shareholders of the RGSL. This may, however, not affect the right to lease or sublease parts of the RGSL's buildings which have been granted by the RGSL in order to finance the renovation of the school building on 13 Alberta Street, Riga and/or other buildings belonging to the RGSL.

Buildings owned by the RGSL which are located on the parcel of the land on which the Stockholm School of Economics - Riga (SSE-R) is situated shall, in the event of liquidation of the RGSL or the termination of the activity of the RGSL, become the property of the SSE-R.

9. Entry into Force of this Agreement and Amendments Thereto

9.1. This Agreement enters into force after the Parties have notified each other that all conditions for the entering into force of the Agreement, as specified in their respective legislation, have been fulfilled.

9.2. The Parties shall notify each other in writing of all and any desired amendments to this Agreement and these amendments shall take effect if made in writing and signed by both Parties and, to the extent that such amendments require the approval of other Parties, have been accepted by such Parties.

9.3. This Agreement is signed in Riga on 14 July, 1997 in two copies in each of the Latvian an English language, and in the event of conflict or inconsistency between the two versions the text in the English language shall prevail.

The Government of the Republic of Latvia Valdis Birkavs Minister of Foreign Affairs of the Republic of Latvia

The Government of the Kingdom of Sweden Hans Magnusson Ambassador of Sweden to Latvia