SBP Sample Partnership Agreement 2009-06-24 KAP 4

8/6/2019 SBP Sample Partnership Agreement 2009-06-24 KAP 4

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Partnership Agreement South Baltic Cross-border Cooperation Programme 2007 - 2013

Partnership Agreement

on implementation of the Project .. SB VALOR Valorisation of knowledge-

intensive ideas in the South Baltic1

WTPB.01.01.00-56-008/09hier fehlt noch die Nr.

within the South Baltic Cross-Border Co-operation Programme 2007-2013, objective:

European Territorial Cooperation

concluded by and between:

[PVA-MV AG, Gerhart-Hauptmann-Strasse 23, 18055 Rostock, Germany full name and

address of the Lead Beneficiary institutions office], hereinafter referred to as the "Lead

Beneficiary",

represented by: Moritz von Grotthuss, Managing Director

............................, [on the basis of the registration of the organisation (Eintragung) at the

District Court (Amtsgericht) of Rostock dated 10 July 2008 on the basis of the power of

attorney dated .............., constituting the Attachment]2

and

[Malm University, University Hospital MAS (Entrance 49), 20506 Malm, Sweden

full name and address of Partner 1 institution],

represented by: Lennart Olausson

............................, [on the basis of the power of attorney dated .............., constituting the

Attachment]

and

Centre of Technology and Knowledge Transfer Integration of theUniversity of Szczecin ,

Mickiewicza 64, 71-101 Szczecin, Polska

[full name and address of Partner 2 institution],

represented by: Sebastian Majewski

............................, [on the basis of the power of attorney dated .............., constituting the

Attachment]

1 Please enter the name and the number of the Project assigned by the Joint Technical Secretariat.2 If applicable

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3. Eligibility Guidelines adopted in each Member State hosting Project

Partners:..4; das mssen dann wohl die Partner einfllen

4. Up-to date Programme Manual published on the website of the

Programme (http://www.southbaltic.eu)

5. Up-to-date Guidelines for determining financial corrections to be made toexpenditure co-financed by the Structural Funds or the Cohesion Fund for non-

compliance with the rules on public procurement (COCOF 07/0037/02-EN).

6. Up-to-date Commission Interpretative Communication on the Community

law applicable to contract awards not or not fully subject to the provisions of the Public

Procurement Directives (2006/C 179/02).

The Parties agree:

1.

DEFINITIONS

1. Whenever this Partnership Agreement mentions:

1) ERDF this shall mean the European Regional Development Fund;

2) Programme this shall mean South Baltic Cross-Border Co-operation Programme

2007-2013, approved by the European Commission with the decision No C(2007)

6499 dated on 20th December 2007;

3) Application Form this shall mean the Application for financial support from the

Programme together with all attachments, approved by the Steering Committee on

6./7. April 2009 .No WTPB.01.00-56-008/09. ........., stating attachment to

this Partnership Agreement; (schau mal bitte bei CERIM da hatten wir noch einen

Zusatz)

4) Project this shall mean the operation defined in the Application Form,

implemented within the Programmebased on the Subsidy Contract;

4 Provide full name of the eligibility guidelines assumed within a given Operational Programme if such Guidelines exist

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5) National controllers this shall mean the controllers set up in a given Member

State pursuant to art. 16 item 1 of the ERDF Regulation, responsible for verifying the

regularity and legality of declared expenditures;

6) Lead Beneficiary this shall mean the entity jointly appointed by all Projects

Partners and defined in the Application Form which signs the Subsidy Contract and

which bears the overall responsibility, including financial responsibility for Project

implementation;

7) Partners this shall mean the entities indicated in the Application Form, which are

an individual, legal persons or an organisational units with legal identity, who

participate in the Project implementation;

8) Subsidy this shall mean funds originating from the ERDF, transferred to the bank

account of the Lead Beneficiary;

9) Eligible costs shall be understood as expenditures qualified as eligible according

to the Implementation Regulation, the Programme documents, and national guidelines

adopted in each Member state hosting the Project Partners5;

10) Progress Report shall be understood as report submitted by the Lead Beneficiary

to the Joint Technical Secretariat, stating entire project implementation progress, and

made using the template available from the Joint Technical Secretariat in accordancewith the procedures established in the up-to-date Programme Manual;

11) Managing Authority shall be understood as the authority appointed in accordance

with the Article 14 of the ERDF Regulation, being the Minister competent for regional

development in Poland and constituted in the Operational Programme;

12) Joint Technical Secretariat this shall mean the institution designated on the basis

of the South Baltic Cross-Border Co-operation Operational Programme 2007-2013 in

order to assist the appropriate authorities, in particular Managing Authority, in carrying

out their respective duties;

13) Subsidy Contract shall be understood as the agreement between the Lead

Beneficiary and the Managing Authority, specifying the conditions upon which the

Managing Authority transfers subsidy for the Project implementation;

14) Lead Beneficiary bank account shall be understood as account in EUR, in

accordance with Attachment to this Partnership Agreement;

5 If such guidelines exists

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15) Partners bank account shall be understood as bank account in EUR, in

accordance with Attachment to this Partnership Agreement;

16) Programme account this shall mean the bank account on which the ERDF funds

transferred for the Programme by the European Commission are collected.

2.

Subject of the Partnership Agreement

1. The subject of this Partnership Agreement is establishing cooperation principles and

procedures as well as mutual obligations of the Parties within the cross-border partnership

created in order to implement the project within the Programme.

2. Moreover, the Partnership Agreement specifies the requirements for the Parties for

correct management of the subsidy granted for project implementation, as well as rules

governing recovery by the Lead Beneficiary of the amounts incorrectly spent.

3.

Duration of the Partnership Agreement

The Partnership Agreement enters into force on the day of signing by all Parties. The

Partnership Agreement shall continue until fulfilling of all obligations of the Lead

Beneficiary as written in the Subsidy Contract.

4.

Rights and obligations of the Lead Beneficiary

1. The Lead Beneficiary is responsible to the Managing Authority for general

coordination, management and implementation of the Project. In particular, it is

responsible for provision of correct management of the subsidy granted for the

implementation of the Project by all Partners implementing the Project.

2. The Lead Beneficiary is the only entity entitled to contact the Managing Authority. The

Lead Beneficiary is obliged to make available to the other Partners, both in paper and

electronic form, documents and information received from the Managing Authority anduseful in implementation of their actions. At any time, the Partners may apply to the Lead

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Beneficiary for requesting the Managing Authority for information necessary for correct

implementation of their part of the Project. In such case the Partner is obliged to

simultaneously transmit to the Lead Beneficiary all relevant information and documents

necessary for preparation of request.

3. The Lead Beneficiary will ensure timely start of the project implementation and

implementation of all actions written in the project in accordance with the Application

Form. If necessary, the Lead Beneficiary is obliged to take actions in order to update the

timetable.

4. The Lead Beneficiary is obliged:

1) to protect correct implementation of actions within the Project and promptly inform

the Partners, as well as the Managing Authority and the Joint Technical Secretariat,

on all circumstances that may have negative impact on dates and scope of actions

established in theApplication Form;

2) to monitor the progress of Project output indicators implementation and progress of

Project results implementation;

3) to take all actions necessary for timely reception of subsidy, as well as transfer

of relevant parts of subsidy to Partners bank account, within 15working days from the date the subsidy was accounted on the Lead Beneficiary

account. In particular, the Lead Beneficiary should collect all information and

documents in accordance with the Programmes monitoring and reporting

principles;

4) to report to the Joint Technical Secretariat the project progress and apply for

reimbursement of the Project eligible expenditures, on the basis of the Progress

Report and within periods specified in the Subsidy Contract;

5) to ensure audit trail allowing for identification of each financial operation;

6) to return the amounts used inconsistently with their intended use, without

respecting the binding procedures, and unduly paid, within the period and

upon conditions specified by the Managing Authority;

7) disclose the recoverable VAT within the project implementation and pay it

back the Managing Authority, in case it is find out that the VAT which could be

recoverable was reported and reimbursed;

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8) to coordinate the information measures implemented by particular Partners,

resulting from arrangements written in the Application Form;

9) to provide appropriate number of competent staff and technical resources necessary

for effective meeting of obligations resulting from fulfilling the function of the Lead

Beneficiary. In particular, it should appoint Project co-ordinator, to be responsible

for all operational activities necessary for Project implementation, Financial

Manager to be responsible for financial implementation of the Project, and

Information Officer with responsibilities on carrying out projects communication

activities, all in accordance with the requirements of the up-to-date Programme

Manual;

10) to implement the actions established with the Partners, necessary for full

implementation of project targets, in particular.6; schick diese Passaeg bitte

grad an KETO soll er Dir GLEICH einen Text liefern !!!

11) keep the documentation related to the Project implementation until 31 December

2020 but not shorter than during the period of three years after the Programme closure

(according to Article 90 of the General Regulation and Article 19 of the Implementing

Regulation).

5. Lead Beneficiary shall ensure that the expenditure presented by the Partners

participating in the project has been incurred for the purpose of implementing the

project and corresponds to the activities agreed among Partners.

6. Lead Beneficiary shall verify that the expenditure presented by the Partners

participating in the project has been validated by the controllers.

5.

Rights and obligations of the Partners

1. Each Partner is obliged:

1) to fulfil its obligations resulting from the documents governing

implementation of the Operational Programme, defined in the preamble to

this Partnership Agreement;

2) to undertake all actions necessary for timely and full implementation of its part of

the project;

6 To be filled in by the Lead Beneficiary

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3) to take all necessary actions in order to allow the Lead Beneficiary to meet the

obligations provided in the Subsidy Contract. With respect of the above, each

Partner is obliged to transfer all documents and information required by the

Lead Beneficiary by dates allowing it to implement the obligations towards the

Managing Authority as specified in the Subsidy Contract, in particular to

prepare Progress Reports and other documents in accordance with the

provisions of the Subsidy Contract;

4) keep the documentation related to the Project implementation until 31 December

2020 but not shorter than during the period of three years after the Programme closure

(according to Article 90 of the General Regulation and Article 19 of the Implementing

Regulation).

2. The Partner is entirely and solely responsible for implementation of its tasks, in

accordance with the description contained in the Application Form / in the Division of

tasks by Partners which constitutes the Attachment..7 hier muss wohl nur die Nr. Des

Attach rein ?!

3. Each Partner should promptly inform the Lead Beneficiary on relevant circumstances

having impact on correctness, timeliness, effectiveness and completeness of its actions.

4. Each Partner has the right to receive subsidy from the Programme, in accordance with the

project budget contained in the Application Form, subject to fulfilment of its obligations

resulting from this Partnership Agreement and the documents governing implementation

of the Operational Programme in accordance with item 2.

5. Each Partner is obliged to provide Progress Report pertaining to the tasks provided for the

Partner in the Application Form as well as certificate of expenditures issued by the

national controller in accordance with the procedures specified in the Programme Manual

within8 309 days.

6. In order to provide audit trail allowing for identification of each financial operation, each

Partner is obliged to have separate accounting for project implementation so as to allow

for identification of each financial operation within the whole Project.

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Please, choose the appropriate option8 The date established by the project partners.9 The date established by the project partners.

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7. Each Partner is liable for any irregularities found in implementation of the Project

tasks specified for a given Partner in the Application Form and assume

responsibility of any irregularity in the expenditure which it has declared.

8. Each Partner agrees on processing its personal data for monitoring, control, promotion

and evaluation of the Programme purposes.

9. Each Partner is liable towards other Partners and third parties for any damages resulting

from the project and consequences of damages, resulting from the tasks and obligations

delegated to the Partner within the Project in accordance with 6 of this Partnership

Agreement.

10. Disclose the recoverable VAT within the project implementation and pay it back to

the Lead Beneficiary, in case it is found out that the VAT which can be recoverable

was reported and reimbursed.

6.

Cooperation with external entities

1. In case of cooperation with external entities, including subcontractors, the Partner is

solely responsible before the Lead Beneficiary for compliance of activities of the external

entity acting in its name and on its behalf, with provisions of the Partnership Agreement.

The Lead Beneficiary should be promptly informed on the subject and scope of the

agreement concluded with the external entity.

2. Rights and obligations resulting from this Partnership Agreement may not be

transferred, neither in part nor in whole, to other entity without prior consent of

other Partners and the Managing Authority.

3. Outsourcing implementation of either part or all tasks assigned to a given Partner should

take place in accordance with appropriate Community and national regulations, including

public procurement regulations.

4. All parties shall apply the national provisions relating to the public procurement

and the up-to-date document: Commission Interpretative Communication on the

Community law applicable to contract awards not or not fully subject to the provisions

of the Public Procurement Directives (2006/C 179/02).

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7.

Budget and Payments

1. Financial share of particular Partners in the Project costs as well as the maximum amount

of co-financing from Programme funds for particular Partners are established in the

project budget defined in the Application Form and in the Co-financing Statement,

constituting the Attachment.. to the Application Form/are defined in the Attachment to

this Partnership Agreement10. ??? Keto Fragen was das ist ?

2. The Lead Beneficiary transfers the funds to the accounts of the Partners in

appropriate amount and proportionally according to the Progress Report approved

by the Managing Authority with respect to all financial correction imposed by the

Managing Authority on the Progress Report and of which Partners must be

informed by the Lead Beneficiary.

3. The basis for preparation of the Progress Report is a list of expenditures.

Acceptance of particular expenditures in the list depends on their certification by

independent National Controllers. Subject to reimbursement are only the

expenditures that may be qualified as eligible according to provisions of Programme

documents and in accordance with the national guidelines.

4. The funds will be transferred by the Lead Beneficiary in EURO to the bank account

of particular Partners specified in Attachment . to this Partnership Agreement.

Nur noch benennen/beziffern

5 . The transfer of funds by the Lead Beneficiary to the Partners depends on fulfilment of

obligations resulting from this Partnership Agreement, approval of the Progress Report by

the Managing Authority, and making transfer to the bank account of the Lead Beneficiary

in accordance with the Subsidy Contract.

6 . In particular, in case it is found out that within the scope of project implementation

the rules of conducting public procurement were infringed and financial corrections

were imposed on the Project by the Managing Authority, the Lead Beneficiary is

entitled to request from the particular Partner, responsible for the abuse, to pay

back the requested amount, as adopted in the up-to-date document: Guidelines for

determining financial corrections to be made to expenditure co-financed by the

10 Please, choose the appropriate option

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Structural Funds or the Cohesion Fund for non-compliance with the rules on public

procurement (COCOF 07/0037/02-EN).

7. In case it is found that the VAT which can be recoverable was reported and

reimbursed and the Lead Beneficiary is obliged to pay back the Managing

Authority the requested amount together with interests, calculated as referred in 8

of this Partnership Agreement, Lead Beneficiary is entitled to request the amount

from the Partner responsible for the abuse, on terms defined in 8 of this

Partnership Agreement.

8.

Recovery of funds

1. Should on the basis of the Progress Reports, financial controls conducted by

authorised bodies or any other sources be found that the Partner used the

whole or a part of the Subsidy granted not as intended, without adhering to the

applicable procedures or Partner took funds in an undue manner or in

excessive amounts, the Partner shall be obliged to reimburse these funds,

respectively in part or in whole, together with interest, on terms and in the

deadlines and to the account indicated by the Lead Beneficiary.

2. In case the Partner did not perform the reimbursement when due, as referred to

in item 1, the Lead Beneficiary shall deduct the incorrectly used or taken subsidy

with interest from the amount of the next refund. In case the amount of

incorrectly used or taken subsidy exceeds the amount remaining for refund or

any other deduction is impossible the Lead Beneficiary may withhold the next

refund and shall undertake actions aiming to recover the subsidy, including

initiating the legal proceeding. The costs of actions aimed to recover the subsidyshall be borne by the Partner.

3. The interest referred to in item 1 shall charged from the day the subsidy transfer referred

in item 1 was transferred to the Lead Beneficiarys with the rate of10 percentage points

above the rate applied by the European Central Bank in its main refinancing operations

on the first working day of the month in which the due date falls.11. Da wrde ich

unten folgen 10% above

11 Please define the rate. Recommended rate is as defined in the Subsidy Contract: rate of 10 percentage points above the rateapplied by the European Central Bank in its main refinancing operations on the first working day of the month in which thedue date falls.

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4. The rate of the late interest applied to the amount to be recovered will be calculated in

accordance with Article 102(2) of Regulation (EC) No 1083/2006. Das lieber entfernen?

9.

Financial Control and Audit

1. For the purposes of control and audit the Lead Beneficiary and the other Partners

undertake to:

1) be subject to control activities to be carried out as provided for in the

Subsidy Contract;

2) retain documentation and data pertaining to the implemented project

for the period specified in 3, in particular documents pertaining to

expenditures and controls required for provision of appropriate audit

trail in accordance with Article 90 of the General Regulation, in original

copies or copies authenticated by a person authorized to represent the

Partner, in particular of invoices or other documents with equivalent

value of proof;

3) allow the Managing Authority and other competent entities to perform

control and post-control activities during project implementation and

after its completion pertaining to correctness of implementation of the

Partnership Agreement/Project;

4) timely transmit to the competent institutions, referred to in point 3, the

information required by them, making accessible to them the account books,

financial documents, and other documents related to the Project.

10.

Information and Publicity

1. All Partners should actively participate in distribution of information related to

implementation of the project and its co-financing from the European Regional

Development Fund.

2. Any document, publication, informational board, conference or training pertaining to the

Project must contain information on the ERDF co-financing within the Programme.

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While implementing the information and promotion tasks the Partners are obliged each

time to use the relevant provisions of the Implementation Regulation.

3. The Partners agree for publication in any form and media, including the Internet, by the

Joint Technical Secretariat/Managing Authority of the Programme of the following

information:

1) the name of the Lead Beneficiary and its Partners;

2) the purpose of the subsidy;

3) the amount of the subsidy granted and the proportion of the total cost of the

operation accounted for by the funding;

4) the geographical location of the operation;

5) Progress Reports including the final Progress Report.

11.

Intellectual Property Rights

All Partners should strive for all the products of the Project to be free of limitations resulting

from protection of these rights - within the limits of the national law pertaining to intellectual

property. In particular, they should unambiguously waive all proprietary rights to didactic

materials, prepared methodologies and other products created during implementation of the

Project.

12.

Confidentiality Clause

All information obtained during implementation of the Project, and not constituting

information subject to publication, should be treated as confidential, if required by any

Partner or institutions participating in the Project implementation.

13.

Partnership Agreement Amendments

1. Any modifications to this Partnership Agreement can be made only in the form of an

annex, accepted and signed by all parties of this Partnership Agreement. Changes to the

Application Form (Attachment ) do not require an annex to be signed, however, any

amendments to this document shall be agreed in written by all Parties and communicated

to the JTS.

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2. The Lead Beneficiary and the remaining Partners undertake to implement the

Project, unless circumstances appear making withdrawal inevitable. If one of the

Partners withdraws from further implementation of the Project, the remaining

Partners will act for full implementation of the Project targets. The aforementioned

provision is without prejudice to any demands for compensation from the Partner,

whose action or lack thereof resulted in damages, for other Partners.

14.

Governing Law and Dispute Resolution

1. The governing law for this Partnership Agreement is the national law of the LeadBeneficiary.

2. In case of disputes between the parties related to interpretation or implementation of the

present Partnership Agreement, they will try to resolve them by mediations. To this aim

each Partner will appoint one independent mediator. The tasks of the mediators team will

include preparation within one month from creation of the team a solution to the dispute.

3. If the solutions proposed by the mediators is not accepted by all Partners, the dispute will

be subject to the general court competent for the office of the Lead Beneficiary.

15.

Final Regulations

1. Unless agreed otherwise by the Parti es, all communication within the Partnership will

take place in English.

2. Th is Partnership Agreement will be signed as bilateral document between the L ead

Beneficiary and every Partner. The Lead Beneficiary will keep a copy of this agreement

signed in original by himself and each Partners (3 copies in total), while each Partner will

keep one copy of this agreement signed in original by himself and the Lead Beneficiary.

3. Each one of the bilateral Partnership Agreements is only valid if all P artners have signed

and possess a copy of it signed in original by themselves and the Lead Beneficiary and

the Lead Partner has collected all copies signed in original by himself and each Partner.

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Partner 4: Klaipeda Science and

Technology Park

Roma Stubriene,Director

Signature:

Date:

Lead Beneficiary:PVA-MV AG

Moritz von Grotthuss, Managing Director

Signature:

Date:

Partner 2: Malm University

Lennart Olausson, Vice-Chancellor

Signature:

Date:

Partner 3: Centre of Technology and

Knowledge Transfer Integration of the

University of Szczecin

Sebastian Majewski, Vice President

Signature:

Date:


Technology Park


Signature:

Date:

v

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6. (others).

Lead Beneficiary:

[Official name of the Lead Beneficiary

institution]

[Surname, Name and position of the signing

representative]

[Signature]

Partners:

[Official Name of the Partner 1

institution]

[Surname, Name and position of the

signing representative]

[Signature]

[Official Name of the Partner 2

institution]

[Surname, Name and position of the

signing representative]

[Signature]

Lead Beneficiary:PVA-MV AG

Moritz von Grotthuss, Managing Director

Signature:

Date:

Partner 2: Malm University

Lennart Olausson, Vice-Chancellor

Signature:

Date:

Partner 3: Centre of Technology and

Knowledge Transfer Integration of the

University of Szczecin

Sebastian Majewski, Vice President

Signature:

Date:


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Technology Park


Signature:

Date:

v

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v

SBP Sample Partnership Agreement 2009-06-24 KAP 4

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Transcript of SBP Sample Partnership Agreement 2009-06-24 KAP 4