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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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Partnership Agreement South Baltic Cross-border Cooperation Programme 2007 - 2013
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.
7
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:
Partner 4: Klaipeda Science and
Technology Park
Roma Stubriene,Director
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:
Partner 4: Klaipeda Science and
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Technology Park
Roma Stubriene,Director
Signature:
Date:
v
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v