Annex X Model Partnership Agreement_AN

7/30/2019 Annex X Model Partnership Agreement_AN

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Programme financed byThe European Union

Agreement between lead partner and partners

Joint Operational Programme Romania-Ukraine-Republic of Moldova 2007-2013

PARTNERSHIP AGREEMENT1

This Partnership Agreement is a legal document which formalizes therelationship between the Beneficiary and the project Partners stating mutualright, duties and responsibilities, provisions for sound technical and financialmanagement and implementation of the project, as well as recovery of funds.

Having regard to:

REGULATION (EC) No 1638/2006 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 24October 2006 laying down general provisions establishing a European Neighbourhood andPartnership Instrument

COMMISSION REGULATION (EC) No 951/2007 of 9 August 2007 laying down implementingrules for cross-border cooperation programmes financed under Regulation (EC) No1638/2006 of the European Parliament and of the Council laying down general provisionsestablishing a European Neighbourhood and Partnership Instrument

Joint Operational Programme Romania-Ukraine-Republic of Moldova 2007-2013, approved bythe European Commission by the Decision no.3806 on 29 of July 2009 ;

the following agreement is concluded between:

[full name and address of the Lead Partner institutions office in English and in its nationallanguage], hereinafter referred to as the Lead Partner,

represented by [name of the legal representative]

or [name of the person mandated to substitute the legal representative and having a legalmandate], mandated with the mandate no [...] date [...]

[please indicate the number and date of the mandate to be attached to the presentagreement]

1This formal document may be modified and adjusted to the individual needs, the legal and administrative

framework of the Partners to the project, however without any contradiction to the defined legal base set outbelow and to the call for proposals documents.

Before the signature of the Grant Contract and within maximum 30 calendar days after the receipt of theaward letter, the Partnership Agreement has to be signed by the Beneficiary and the Partners and provided tothe Joint Technical Secretariat. Failure to submit the PA within the above-mentioned deadline may cause thedelay of the contract signature.As this Partnership Agreement serves only as a model, there is no guarantee and no liability for completeness,correctness, up-to-datedness and full compatibility with EU and national law.

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and

[full name and address of the Partner 1 institutions office in English and in its nationallanguage], hereinafter referred to as the Partner 1,

represented by [name of the legal representative]

or [name of the person mandated to substitute the legal representative and having a legalmandate], mandated with the mandate no [...] date [...]


[full name and address of the Partner 2 institutions office in English and in its nationallanguage], hereinafter referred to as the Partner 2,

represented by [name of the legal representative] or

[name of the person mandated to substitute the legal representative and having a legalmandate], mandated with the mandate no [...] date [..]


[Please multiply for all the project partners]

for the implementation of the Action [title of the Action], approved by the Joint

Monitoring Committee of the Joint Operational Programme Romania-Ukraine-Republic ofMoldova 2007-2013 on [date] in [place].

1 Subject of the agreement

1.1 The subject of this agreement is the organisation of a partnership in order to implementthe project financed by the Joint Operational Programme Romania-Ukraine-Republic ofMoldova 2007-2013, 2nd call for proposals, [title of the action].

1.2 Through the present agreement, the parties establish their right and duties, the way ofachieving their tasks and the relations between Lead partner and Partners, which shallapply in order to achieve the goals of the above-mentioned action.

1.3 The terms and conditions of the present express of will, which is constituted by thepresent agreement and its annexes, are known and accepted by all partners.

1.4 By means of this this agreement, the parties acknowledged and agreed with the grantamount and percentage from the total eligible costs of the Action to be financed by theJoint Managing Authority.

2 Duration of the agreement

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2.1 The Partnership Agreement enters into force on the day the Grant contract enters toforce.

2.2 The Partnership Agreement shall continue until all obligations of the Lead Partner aswritten in the Grant Contract are fulfilled.

3 Division of tasks between the partners

Activities to be implemented by the Lead Partner and his project Partners are specifiedin Annex 1, part of this Partnership Agreement.

4 Value of the project

The total value of the project is [amount in figures], [amount in letters], out of which:

- the total eligible value of the project is [amount in figures]EUR

- ENPI contribution is [amount in figures] EUR and [...]%

- the own contribution of the partners is [amount in figures] EUR and [...]%

The distribution of the budget for the action between the project partners issummarized in the table below:

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Parties

Grant (ENPI

contribution)per partners

Own

contribution perpartners

Total budget per

partners

EUR %2 EUR %3 EUR %

Lead Partner

Partner 1

Partner 2

[]

Partner n

5 Payments

5.1 Financial Identifications for the project special accounts

a) In order to receive and make payments for the project implementation, the LeadPartner shall provide the Joint Technical Secretariat with the financialidentifications of the accounts in EUR and in the national currency, opened by allthe project Partners, to be used for the financial management of their part of theproject budget.

b) The financial identifications must be provided as originals, on the date of the on-site visit (as specified in the written notification sent by the Joint TechnicalSecretariat) at the latest.

c) In really exceptional and objective cases, dully justified by the Lead Partner, a 5working days postponement to provide the necessary financial identifications maybe accepted.

d) All payments shall be done in EUR.

5.2 Assignment of the auditor(s)

a) The Lead Partner is responsible to inform in writing the Joint Managing Authorityabout the audit firm(s) appointed to carry out the verification(s) referred to in Art15.6 of the Annex II General Conditions (name, contact responsible person, address,phone and fax number). The notification concerns all the audit companies carryingout the expenditure verification for the Lead Partner and partners from Ukraineand/or the Republic of Moldova.

b) The Lead Partner must notify the Joint Managing Authority before the payment ofthe first pre-financing. If not, the payment term of the first installment of pre-financing will be suspended until this obligation is met.

2 Calculated as percentage of the total grant received by the project3Calculated as percentage of the total co-financing to be ensured by the project

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5.3 Transfer of the first installment of pre-financing

The transfer of the first installment of pre-financing shall be made by the Lead Partner tothe project Partners no later than 20 calendar days from the day the first installment ofpre-financing is paid by the Joint Managing Authority (JMA) in the account of the LeadPartner.

5.4 Further transfers of funds

a) The Lead Partner is responsible for transferring funds to the accounts of the projectPartners in an appropriate amount, according to the request for payment approvedby the Joint Managing Authority.

b) The Lead partner shall make transfer of funds to the project Partners on the basisof individual requests of payment issued by every project Partner.

c) In this respect, the Lead Partner must inform the project Partners that he has theintention to submit a collective request for payment to the Joint ManagingAuthority/JTS, in due time to allow them to prepare their individual requests forpre-financing payment.

d) The basis to submit to the Joint Managing Authority any collective (interim / final)is that every individual payment request submitted by the project Partners to theLead Partner, is accompanied by the corresponding report on expenditureverification, issued by the appropriate controller/auditor.

e) In this respect, the Lead Partner and all partners must present their documents tothe first level controllers or auditors, in order that these documents are verifiedbefore the drafting, elaboration and forwarding the requests for payment.

f) The transfer of funds to the project Partners must be done without any delay, indue time to allow smooth implementation of the project, only in the EUR accountsindicated in the Financial Identifications provided by the Partners, no later than 20calendar days from the day the payment is made by the Joint Managing Authority(JMA) in the account of the Lead Partner.

g) The Lead Partner is responsible to check with his project Partners and periodicallyinform the JMA that co-financing for the project is provided as it was committedwithin the present agreement.

6 Rights and obligations of the Lead Partner

6.1 Communication with the management structures of the programmea) The Lead Partner is the only entity entitled to contact the JMA. The Lead Partner is

obliged to make available to the other Partners, both in paper and electronic form,documents and information received from the JMA/JTS and useful inimplementation of their activities.

b) At any time, the partners may apply to the Lead Partner for requesting the JMA/JTSfor information necessary for correct implementation of their part of the Project.In such cases, the Partner is obliged to simultaneously transmit to the Lead Partnerall relevant information and documents necessary to support the request, and theLead Partner must pass on this request to the JMA/JTS without any delay.

6.2 The grant contracta) In 10 calendar days after the contract signature, the Lead Partner is responsible toprovide all the project Partners with a copy of the contract, including its annexes.

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b) The Lead Partner must seek for the agreement of the project Partners beforeinitiating any modification of the grant contract.

c) The agreement of every Partner must be expressed in writing and attached to anyrequest for modification of the grant contract, forwarded by the Lead Partner tothe JMA/JTS.

6.3 Implementation of the grant contract

a) The Lead Partner is responsible before the JMA for the general coordination,management and implementation of the entire Action.

b) The Lead Partner is responsible for the correct management of ENPI amounts,according to the provisions of the grant contract and of the present agreement.

c) The Lead Partner ensures the timely start of the project implementation and that itis entirely implemented in due time and according to the obligations provided bythe grant contract.

d) Before the grant contract signature, until the on-site visit to take place, the LeadPartner must verify by any means that the information provided by the projectPartners within the grant application form is real and accurate (e.g. availability ofmaterial, human and financial inputs to be provided to the project), as well as anyother information concerning the Partners and mentioned within the grantapplication form.

e) The Lead Partner is responsible to monitor the progress of Project outputs and

result indicators during implementation.f) The Lead Partner is responsible to implement the actions established with the

partners, necessary for full implementation of project targets, as foreseen in thegrant contract.

g) The Lead Partner shall notify the JMA regarding any events that may result indelays in the implementation of the project and/or that may affect the budget,regardless if he discovers these events on its own or if other partners inform him onthese aspects.

6.4 Reporting

a) The Lead Partner collects all documents from the project Partners in order tocomplete the technical and financial interim report / final implementation report,the four (4) months progress reports, requests for payments, and all othernecessary documents, and notify the partners about the deadlines for submittingthem.

b) The Lead Partner must request any information and additional documents from thepartners, necessary for drafting the documents requested by the JMA/JTS. TheLead Partner has the obligation to mention in the request the deadline for thepartners.

c) The Lead Partner shall send periodically, to each partner, copies of the four (4)

months progress reports submitted to the JTS/JMA and shall inform them regardingthe relevant communications with the implementing bodies of the programme.

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d) The Lead Partner must ensure the correctness of the technical and financial interimreport / final implementation report, of the four (4) months progress reports,

requests for payments, and all documents drawn up by the Project Partners.

e) The Lead Partner informs all partners regarding the approval of the technical andfinancial interim report / final implementation report and requests for payment.

f) The Lead Partner is responsible for keep track of the project activities, of theamounts received from the JMA and of the transfers to the partners.

g) The Lead Partner must notify all partners regarding any situation that may lead tothe temporary or permanent impossibility or to any other drawback in theimplementation of the action.

6.5 Monitoring on-site visits

The Lead Partner shall centralize evidence of the activities performed by all theproject Partners to be presented during monitoring on-site visits, as requested.

6.6 Irregularities

a) In case an irregularity is discovered, the Lead Partner shall communicate to allpartners to take all the necessary measures for eliminating or diminishing theconsequences on the implementation of the action, no later than in 3 working daysfrom the date of discovering the irregularity.

b) For the irregularities committed by a partner, the Lead Partner is entitled to turnagainst the partner for the amounts paid to the JMA, through any legal means ofaction.

c) The Lead Partner is obliged to return the amounts inappropriately used consideringtheir intended use, without respecting the binding procedures, and unduly paid,within the period and upon conditions specified by the Joint Managing Authority.

d) The Lead Partner ensures that all partners implement the measures included inthe action plan resulted from the audit missions of the European Commission, theEuropean Anti-Fraud Office, the European Court of Auditors, the Joint ManagingAuthority, Joint Technical Secretariat, and any controller or external auditor, atthe stipulated deadlines.

7 Rights and obligations of the Partners

Communication with the Lead Partner

The partners have the obligation to respond to any request of the Lead Partner in thedeadline stipulated in the respective requests.

7.2 Implementation of the grant contract

a) The Partner is entirely and solely responsible for implementation of its tasks,

according to the grant contract and as listed in Annex 1 - Division of tasks, part ofthis Partnership Agreement.

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b) The Partners shall notify the Lead Partner about the audit firm(s) appointed tocarry out the verification(s) referred to in Art 15.6 of the Annex II (name, contact

responsible person, address, phone and fax number before the payment of the firstpre-financing. The notification concerns the audit company responsible to carry outthe expenditure verification for the partners from Ukraine and/or the Republic ofMoldova. If not, the term of payment of the first installment of pre-financing willbe suspended until this obligation is met.

c) Each partner shall be responsible for its budget up to the amount he participates inthe action.

d) If the case may be, the Partners must periodically inform the Lead Partner aboutthe co-financing provided and spent during the project implementation.

e) The Partner shall comply with the national and European legislation in general and

especially on public procurement, state aid, equal opportunities, sustainabledevelopment, and environmental protection.

f) The Partner must notify the Lead Partner regarding any situation that may lead tothe temporary or permanent impossibility or to any other drawback in theimplementation of the action in maximum 3 working days from the event.

7.3 Reporting

a) Each partner must submit to the Lead Partner any documents necessary for draftingspecific documents requested by the JMA/JTS or other implementing bodies of theprogramme.

b) The Partner supports the Lead Partner in drawing up technical and financial interimreport / final implementation report, the four (4) months progress reports byproviding the required data drafts on time and submits to the Lead Partner allnecessary data for the requests for payments in the deadline.

c) The partners must send to the Lead Partner in due time the corresponding reportsfor their share of Action, according to the calendar agreed with the Lead Partner.The reports must be issued in English and signed by the legal representative of thePartner. Moreover, the certificate issued in English, on the basis of the expenditureverification report, must bear the mention according to the original and theproject code.

d) The partners must present the documents related to the expenditures to the firstlevel control / the selected audit company and then submit the technical andfinancial reports and the expenditure verification report to the Lead Partner, forcentralization, but not later than 5 working days before the deadline for submittingthe requests for payments to the JTS.

7.4 Monitoring on-site visits

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a) The Partner will produce all documents required for the audit, control orevaluation, provide necessary information and give access to its premises. The Lead

Partner and its partners are at all times obliged to retain for audit and controlpurposes all files, documents and data about the action for a minimum period of atleast seven years after the final payment. All the documents must be properlyarchived. Also, the JTS must be informed by the Lead Partner regarding thelocation of these documents. In case one of the Partners drops out the partnership,all the documents related to the Action must be sent in original to the LeadPartner, for future controls.

b) The partner must implement the measures included in the action plan, at thestipulated deadlines, set by the Lead Partner/JMA, according to therecommendations resulted from the audit missions of the European Commission,the European Anti-Fraud Office, the European Court of Auditors, the Joint Managing

Authority, Joint Technical Secretariat, and any controller or external auditor.

c) Each partner agrees for processing its personal data for monitoring, control,promotion and evaluation of the Programme purposes.

d) The Partner is responsible to provide the Lead Partner with evidence of theactivities performed, to be presented during monitoring on-site visits, as requested.

e) The partner will ensure access to its premises and documents, if they are notifiedthat monitoring on-site visit will take place at the location where the project isimplemented.

7.5 Irregularitiesa) All partners understand that the JMA is entitled to verify and to control the proper

use of funds by the Lead Partner or by its partners. The verifications to be carriedout by JTS/JMA shall cover administrative, financial, technical and physical aspectsof Action, as appropriate. The JTS/JMA shall be responsible for the control of theproper use of funds by the Lead Partner or by its partners, by preventing, detectingand correcting irregularities and recovering amounts unduly paid, together withinterest on late payments where appropriate.

b) Each partner is liable for any irregularities found in implementation of the Projecttasks specified for a given Partner in the Application Form. For the irregularitiescommitted by a partner, the Lead Partner has the right to turn against the

respective partners, by any legal means, in order to recover the amounts paid tothe JMA.

c) Any extra payment done by the Lead Partner to a partner is considered unduly paidamount, and the partner has to repay the respective amounts in 30 days from thereceiving date of the notification from the Lead Partner. The bank chargesresulted from reimbursing the unduly paid amounts are borne exclusively by thepartner.

d) Each partner, including the Lead Partner, shall be responsible to the other partnersand shall pay for the damages resulted from not respecting the tasks andobligations established by the present agreement.

e) Each partner is responsible for the damages caused to third parties from its ownfault during the implementation of the action.

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8 Recovery of funds

8.1 Should on the basis of the progress, interim or final reports controls conducted byauthorized bodies or any other sources be found that the Partner used the wholeor a part of the grant not as intended, without adhering to the applicableprocedures or Partner took funds in an undue manner or in excessive amounts, thePartner shall be obliged to reimburse these funds, respectively in part or in whole,together with interest, on terms and in the deadlines and the account indicated bythe Lead Partner.

8.2 In case the Partner did not perform the reimbursement when due, as referred in

item 1, the Lead partner shall undertake actions aiming to recover the amount,including initiating the legal proceeding. The costs of actions aimed to recover theamount shall be borne by the Partner.

8.3 The interest referred to in item 1 shall be calculated as those for tax liabilities andcharged the day the grant transfer referred in item 1 was transferred to thePartner account.

9 Publicity

9.1 Each partner shall inform the general public about the EU contribution, outputs,results and impact of the project, using the measures laid down in article 8 ofRegulation 1828/2006.

9.2 The rules stipulated in the Visual Identity Manual for the Joint Operational

Programme Romania-Ukraine-Republic of Moldova 2007-2013 are mandatory for allpartners.

10 Confidentiality

All information obtained during implementation of the project, and not constitutinginformation subject to publication, should be treated as confidential, if required byany Partner or institution participating in the project implementation.

11 Conflict of interests

11.1 In the present agreement, there is a conflict of interests where theimpartial and objective exercise of the functions of any person under thisagreement is compromised for reasons involving family, emotional life, political ornational affinity, economic interest or any other shared interest with anotherperson.

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11.2 The parties undertake to take all necessary precautions to avoid conflictsof interests and shall inform the Lead Partner without delay of any situationconstituting or likely to lead to any such conflict, in up to 5 (five) days fromfinding out, on any circumstances that have generated or may generate such aconflict. The Partner shall solve the conflict of interest within 30 days from thenotification of any such situation without requiring any compensation from theLead Partner. Any conflict of interests that arises during the implementation ofthe project shall be immediately notified by the Lead Partner to the JTS and JMA,which reserves the right to verify such circumstances and take the necessarymeasures, where necessary.

12 Governing Law and Dispute Resolution

12.1 The governing law for this Agreement is the national law of the Lead Partner.

12.2 In case of disputes between the parties related to interpretation or

implementation of the present Partnership Agreement, they will try to solve themby mediations. To this aim each Partner will appoint one independent mediator.The tasks of the mediators team will include preparation within one-month fromthe creation of the team, a solution to the dispute.

12.3 If all Partners do not accept the solutions proposed by the mediators, the dispute

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

13 Force majeure13.1 According to the present agreement, the force majeure represents any

unforeseeable exceptional situation or event beyond the parties control whichprevents either of them from fulfilling any of their contractual obligations, is notattributable to error or negligence on their part (or the part of theirsubcontractors, agents or employees), and proves insurmountable in spite of alldue diligence. Defects in equipment or material or delays in making themavailable, labour disputes, strikes or financial difficulties cannot be invoked asforce majeure.

13.2 The partner that states that it is a case of force majeure has theobligation to notify the other parties within 5 days from the date the case of

force majeure is installed and to prove the existence of this situation within 15days. In case the force majeure stops, the event must be notified to the otherparties within 5 days stating the nature, probable duration and foreseeable effectsof the problem, and take any measure to minimise possible damage.

13.3 If the notification procedure is not respected, the responsible partner shallcover all costs.

13.4 The execution of the contract is suspended during the period of forcemajeure.

14 Amendment of the agreement

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14.1 Any modification to this Partnership Agreement can be made only with theagreement of all parties and takes the form of an addendum to the presentagreement.

14.2 Any intent to modify the Partnership Agreement, including its annexes, will benotified in writing to the Lead Partner. As the Partnership Agreement is an annexto the grant contract, the Lead Partner is responsible to inform the JTS/JMA aboutthe intended modifications and seek for its prior approval. The Lead Partner willalso be informed about the applicable procedure to follow (notification oraddendum to the grant contract).

14.3 Any addendum enters into force the next day after signature by the last party,except the case when it confirms modifications occurred in the national/Europeanapplicable legislation with impact on the implementation of the present

agreement, modifications that become effective from the date the respectivelegal acts enter into force.

14.4 Any breach of the provisions of the present Agreement may result in the

termination of the present Agreement and in decommitment of financing andrepayment of amounts unduly paid.

15 Final Regulations

15.1 The agreement is made in (number of) copies in English. Each party receives onecopy of the Partnership Agreement.

Unless agreed otherwise by the parties, all communication within the Partnershipwill be made in English.

Lead Partner:

[Official name of the Lead Partner institution in English and in its national language]

[Surname, Name and position of the signing representative]

[Signature]

Partner4:

[Official name of the Partner institution in English and in its national language]

[Surname, Name and position of the signing representative]

[Signature]

16 List of Annexes

The following annexes must comply with the grant application form and be agreedbetween the partners and attached to the Partnership Agreement (no templates

provided):

4 To be multiplied for each partner.

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Annex 1: Division of tasks between the partnersAnnex 2: Schedule for programmed activities

Annex 3: Budget of the Action to be implemented by every project partner

Annex 4: Schedule for requests for payment and technical and financial interimreports / final implementation report

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Annex X Model Partnership Agreement_AN

Documents

Transcript of Annex X Model Partnership Agreement_AN