PARTNERSHIP AGREEMENT between the Lead Partner and its Project Partners

Transcription

1 Having regard to PARTNERSHIP AGREEMENT between the Lead Partner and its Project Partners! Regulation (EC) No 1080/2006 of the European Parliament and of the Council of 5 July 2006, Article 20(1)(a),! the Baltic Sea Region Programme as adopted by the European Commission (hereinafter referred to as Operational Programme ),! the Baltic Sea Region Programme Manual (hereinafter referred to as Programme Manual ),! the Grant Contract for the implementation of the project #80, Multi-level Governance in MSP (Maritime Spatial Planning) throughout the Baltic Sea Region, PartiSEApate of the Baltic Sea Region Programme (hereinafter referred to as Grant Contract ), in particular Article 5(1)(a) thereof, stipulating the responsibility of a lead beneficiary to lay down the arrangements for its relation with the beneficiaries participating in the project, the following Partnership Agreement (hereinafter referred to as Agreement ) is concluded between Instytut Morski w Gdansku / The Maritime Institute in Gdansk with its official address at Dlugi Targ 41/42, Gdansk and represented by Joanna Przedrzymirska - hereinafter referred to as Lead Partner or LP, meaning the lead beneficiary of the Project as defined in Article 20 of Regulation (EC) No 1080/2006 of the European Parliament and of the Council, in Article 2(2) of Commission Regulation (EC) No 951/2007, in the Operational Programme and in the Programme Manual, and Urzad Morski w Gdyni / Maritime Office in Gdynia with its official address at ul. Chrzanowskiego 10, Gdynia represented by Anna Stelmaszyk-Swierczynska and listed in the Project data form as Project Partner no 2 Valsts re!ion"l"s att#st#bas a!ent$ra (VASAB sekretari"ta v"rd") / State Regional Development Agency, the Republic of Latvia (representing VASAB secretariat) with its official address at Elizabetes street 19, LV 1010, Riga represented by Solvita Zvidri%a and listed in the Project data form as Project Partner no 3 PA PartiSEApate 1

2 Baltijas Vides Forums / Baltic Environmental Forum Latvia with its official address at Antonijas iela 3-8, 1010 Riga, represented by Kristina Veidemane and listed in the Project data form as Project Partner no 4 Latvijas Hidroekolo!ijas instituts / Latvian Institute of Aquatic Ecology with its official address at Daugavgr#vas str. 8, 1048 Riga represented by Anda Ikauniece and listed in the Project data form as Project Partner no 5 Klaipedos universiteto Baltijos paj$rio aplinkos tyrim& ir planavimo institutas / Klaipeda University Coastal Research and Planning Institute with its official address at H. Manto 84, Kleipeda represented by Inga Dailidien' and listed in the Project data form as Project Partner no 6 Region Skåne / Region Skåne with its official address at J A Hedlunds väg, Kristianstad represented by Jonas Rastad and listed in the Project data form as Project Partner no 7 Havs- och vattenmyndigheten / Swedish Agency for Marine and Water Management with its official address at Box , Göteburg represented by Ingemar Berglund and listed in the Project data form as Project Partner no 8 PA PartiSEApate 2

3 Bundesamt für Seeschifffahrt und Hydrographie (BSH) / Federal Maritime and Hydrographic Agency with its official address at Bernhard-Nocht-Str. 78, Hamburg represented by Dr. Bernd Brügge and listed in the Project data form as Project Partner no 9 Urz(d Morski w Szczecinie / Maritime Office Szczecin with its official address at Pl. Batorego 4, Szczecin represented by Andrzej Borowiec and listed in the Project data form as Project Partner no 10 Havsforskningsinstituttet / Institute of Marine Research with its official address at Box 1870, 5817 Bergen represented by Erik Olsen and listed in the Project data form as Project Partner no 11 - each hereinafter referred to as Project Partner or PP, meaning the other beneficiary as defined in Article 20 of Regulation (EC) No 1080/2006 of the European Parliament and of the Council, in the Operational Programme and in the Programme Manual, all Project Partners named above hereinafter referred to as Project Partners or PPs, for the implementation of the Project #80 PartiSEApate approved by the Monitoring Committee of the Baltic Sea Region Programme on 10 th July 2012 (hereinafter referred to as Project ). PA PartiSEApate 3

4 Table of content Article 1 Subject of the Agreement... 5 Article 2 Duration of the Agreement... 5 Article 3 Project Objectives, Project Partnership... 5 Article 4 Obligations of the Lead Partner... 5 Article 5 Obligations of the Project Partners... 7 Article 6 External Project Coordination Office... 9 Article 7 Project Steering Committee Article 8 Co-operation with third parties Article 9 Detailed work plan, working groups and coordinators Article 10 Detailed Project budget, LPs and PPs contributions Article 11 Detailed spending plan Article 12 Agreement on cost sharing method Article 13 Request for payments, reporting Article 14 Liability Article 15 Non-fulfilment of obligations Article 16 Demand for repayment by the Investitionsbank Schleswig-Holstein Article 17 Withdrawal from the project Article 18 Applicable law Article 19 Dispute settlement Article 20 Working language, communication Article 21 Confidentiality requirements Article 22 Concluding provisions PA PartiSEApate 4

5 Article 1 Subject of the Agreement! 1. Subject of this Agreement is the organisation of a partnership and the stipulation of provisions in order to implement the Project. 2. The purpose of this Agreement is to specify with respect to the Project the relationship among the Parties, in particular concerning the organisation of the work between the Parties, the management of the Project and the rights and obligations of the Parties concerning inter alia liability, Access Rights and dispute resolution.! 3. The Grant Contract between the Investitionsbank Schleswig-Holstein (Managing Authority, Certifying Authority and host of the Joint Technical Secretariat of the Baltic Sea Region Programme ) and the LP dated 11. December 2012 for the implementation of the Project - including annexes, amendments, and supplements, as well as the legal provisions it is based on and refers to - is considered to be an integral part of this Agreement. The Grant Contract and any Addendum to the Grant Contract shall be attached to this Agreement as Annex I. Article 2 Duration of the Agreement!! 1. This Agreement shall take effect retrospectively from the date the Grant Contract entered into force (cf. Article 13(1) of the Grant Contract), i.e. from 11. December In case Project activities are carried out in the phase after the day of the decision by the Monitoring Committee approving the Project (12. June 2012) but before the entry into force of the Grant Contract and this Agreement, the provisions of this Agreement shall already apply to this phase of Project implementation. 2. The Agreement shall remain in force until the LP and the PPs have discharged in full their obligations arising from the Grant Contract and this Agreement. Article 3 Project Objectives, Project Partnership!! 1. The LP and the PPs commit themselves in doing everything in their power to jointly implement the Project in accordance with the Project Data Form and to support one another with the aim to reach the objectives of the Project. This also includes the commitment to produce qualitative outputs and to achieve the results set in the Project Data Form. 2. The PPs entitle the LP to represent the PPs in the Project. They commit themselves to undertake all steps necessary to support the LP in fulfilling its obligations specified in the Grant Contract and in this Agreement. Article 4 Obligations of the Lead Partner! 1. The LP shall be responsible for the overall coordination, management and implementation of the Project. It shall fulfil all obligations arising to the LP from the Grant Contract and the provisions it refers to. That means in particular PA PartiSEApate 5

6 a) requesting payments, providing progress reports and receiving payments from the Investitionsbank Schleswig-Holstein in accordance with Article 4 of the Grant Contract, b) complying with the obligations defined in Article 5 and 6 of the Grant Contract, c) carrying out publicity measures in accordance with Article 7 of the Grant Contract, d) ensuring that any repayment is made in accordance with Article 8(2) of the Grant Contract, e) assisting any audit or evaluation and retaining all files, documents and data about the Project as determined in Article 9 of the Grant Contract, f) complying with the rules on assignment, legal succession, liability, dispute settlement and communication as determined in Article of the Grant Contract. 2. The LP shall take all steps needed to ensure a sound financial management (as defined by Article 27(1), 27(2) of Council Regulation (EC, Euratom) No 1605/2002) of the Project and so: a) appoint a financial manager, b) monitor the spending of the Project s budget, including the utilisation of the budget flexibility as defined in the Programme Manual, c) give a regular account of the Project s expenses to the Investitionsbank Schleswig- Holstein through a financial report (as part of the periodic progress reports) as defined in the Grant Contract which was validated by the LP s first level controller, d) receive payments of the programme co-financing from the Investitionsbank Schleswig-Holstein on behalf of the partnership. If there are no formal obstacles, the LP shall transfer the relevant shares to the PPs as soon as possible but not later than within < 30 > days after the receipt of the payment. Payments made by the LP to each individual PP may not exceed the amount specified for each PP in the latest Project data form and the detailed Project budget (cf. Article 10 and Annex III to this Agreement). In case the delay of payment is imputable to the LP, the PP may claim interest on late payments of < 1 > % of the share to be transferred to the PP; this interest must not be paid from the approved Project budget. Moreover, at any stage of the proceedings, none of the PPs shall be able to lay claim to any financial payment whatsoever until the LP has itself received the corresponding financial contributions from the Investitionsbank Schleswig- Holstein, e) manage and verify appropriate spending of the co-financing awarded and if needed submit to the Investitionsbank Schleswig-Holstein applications for budget changes, f) establish an accounting and control system for the whole Project in complete conformity with the financial provisions of the Community and the Operational Programme to ensure that the expenditure presented by the LP and the PPs has been incurred for the purpose of implementing the Project and results from the planned activities. This accounting and control system shall also ensure that any cash in-flows are recorded and that any revenues earned by the LP or the PPs in the context of the Project are deducted from the eligible expenditure. 3. Moreover, the LP shall ensure the quantitative and qualitative delivery of the planned activities, outputs and results, on the basis of which the Grant Contract was concluded, and so: a) appoint a project manager who shall accept the operational responsibility for the implementation of the overall Project, b) ensure the implementation of Project activities as planned in the latest Project data form and in accordance with the decisions of the Monitoring Committee, the Investitionsbank Schleswig-Holstein, as well as the provisions of the Grant Contract, PA PartiSEApate 6

7 c) give a regular account of the Project s progress to the Investitionsbank Schleswig- Holstein through an activity report (as part of the periodic progress reports) as defined in the Grant Contract, d) monitor on an on-going basis all Project related activities undertaken by the PPs in accordance with the requirements of the Operational Programme and the Programme Manual, e) provide a central repository for all administrative Project paper work and electronic data (reports, claims, etc.). 4. Finally, the LP should ensure a proper information flow within the Project and so: a) appoint an information manager, b) provide the PPs with access to the copies of all relevant documents submitted to the Investitionsbank Schleswig-Holstein (esp. Grant Contract, progress reports, requests for project changes) and keep the PPs informed on a regular basis of all relevant communication with the programme implementing bodies, c) notify the PPs immediately of any event that could lead to a temporary or final discontinuation or any other deviation of the Project. Article 5 Obligations of the Project Partners 1. Each PP shall meet the obligations determined in chapter of the Operational Programme and in the Grant Contract, i.e. a) comply with s legislation and national legislation, especially Structural Funds regulations, competition and public procurement law; for Belarusian PPs receiving ENPI funding, procurement shall be carried out in accordance with the Practical Guide to Contract procedures for EC external actions (PRAG), b) sign this Agreement before the first progress report is submitted by the LP to the Investitionsbank Schleswig-Holstein. If a PP has not signed the Agreement until the second progress report is due, this PP will be removed from the partnership. c) assume responsibility in the event of any irregularity in the expenditure the Partner in casu has declared, d) repay the LP any amounts unduly paid and comply with any request for repayment by the Investitionsbank Schleswig-Holstein and/or the LP based on Article 8(2) of the Grant Contract, e) be responsible for information and communication measures for the public as laid down in Article 8 of Commission Regulation (EC) No 1828/2006 of 8 December 2006 and Article 7 of the Grant Contract. By signing this Agreement, each PP declares its consent that the Investitionsbank Schleswig-Holstein is authorised to publish information about the Project as defined in Article 7(3) of the Grant Contract. Each PP will provide publicity and information material in accordance with Articles 7(5) and 7(6) of the Grant Contract. f) in case the PP is located in a Member State outside the programme area (cf. chapter of the Operational Programme), inform the responsible authorities of this Member State about its participation in the Project, g) keep available all its documents related to the Project. It shall retain for audit purposes all files, documents and data about the part of the Project for which the PP is responsible on customary data storage media in a safe and orderly manner until 31 December 2025; other possibly longer statutory retention periods, as might be stated by national law, shall remain unaffected. These obligations shall persist even if the PP is excluded from the Project or the PP has withdrawn from the Project (cf. Article 15(1), 17(1) of this Agreement). PA PartiSEApate 7

8 By signing this Agreement, each PP declares that it is familiar with the content of the Grant Contract and the provisions it refers to; this includes the rules defined in Article 8 of the Grant Contract, which entitle the Investitionsbank Schleswig-Holstein to terminate the Grant Contract and/or to demand repayment of the co-financing in full or in part. Each PP declares that it adheres to the Grant Contract and the provisions it refers to. 2. Moreover, each PP shall take all steps needed to support the LP in setting up and maintaining a sound financial management (as defined by Article 27(1), 27(2) of Council Regulation (EC, Euratom) No 1605/2002) of the Project and so: a) ensure that all programme funding is explicitly separated from the PP s general budget and can be clearly identified as in the case of a separate account or subaccount solely used for the Project that provides for registration of total expenditures and of the cash in-flows related to the Project. All programme funding sources of the Project (ERDF, and if applicable Norwegian funds and/or ENPI) have to be clearly separable in the Project s accounts, b) establish a separate accounting system or adequate accounting code for the financial settlement of the Project that safeguard that the expenditure and the cash in-flows as well as the received co-financing related to the Project are clearly shown, c) keep cost itemisation lists in English for all transactions related to the Project without prejudice to national accounting rules, d) only exceed the PP budget planned for each individual budget line and work package under the conditions specified in the Programme Manual and after prior approval of the Lead Partner. To this effect the PP has to send details of budget changes requested to the Project Manager of the Lead Partners and to the EPCO Financial Manager (see Article 6 of this Agreement), who shall check the eligibility of such change and who will agree the proposed change with the Lead Partner. Budget changes outside the budget flexibility rule must also be approved by the programme bodies as defined in the Programme Manual. e) in accordance with Article 12 of this Agreement, submit a validation on the eligibility of the project-related expenditure by a controller designated/approbated by the respective country (first level controller). For this reason: each PP shall get in touch with its first level control body in due time to find out what kind of documents this body requires and thus to provide for a smooth validation procedure AND each PP may submit each progress report to the EPCO Financial Manager (see Article 6 of this Agreement) PRIOR to its submission to the first level controller in due time and NOT LATER than 2 weeks after the end of the reporting period and await the approval of EPCO of the filled parts of the progress report (esp. cost-itemisation lists, activity report and indicators) f) upon request submit to the LP or to the EPCO Financial Manager (see article 6 of this Agreement) accounting reports or other documents, including copies of all pieces of evidence (invoices, documents related to tender, bank statements, etc.), g) for first level controls, audits and evaluations, produce all documents required, provide necessary information and give access to business premises. 3. Furthermore, each PP shall ensure the quantitative and qualitative delivery of the planned activities, outputs and results, on the basis of which the Grant Contract was concluded, and so: a) complete all activities foreseen in the detailed work plan (cf. Article 9 of this Agreement), PA PartiSEApate 8

9 b) make available to the public the results of work carried out in connection to the Project. This includes securing public access to the project results. c) ensure that any outputs and results produced during the project implementation can be used by all interested persons and organisations in the same way and under the same conditions as by the partnership. No undue advantage shall be given for anybody. This is the case when the outputs are transferable to the whole market and when they are open-source, i.e. the source (e.g. source code, curricula) and certain other rights (e.g. content) normally reserved for copyright holders are provided under a public license. d) in case business operators participate in or benefit from the project activities (e.g. pilot projects, trainings) and/or operate/maintain the project outputs/results, ensure that they are selected in a non-discriminatory and transparent way (same conditions for all) e) ensure that the project is made visible in any kind of external event attended by the PP in the framework and on account of PartiSEApate. This implies ideally a presentation of the project, installation of the project roll-up, poster exhibition and at minimum the distribution of the PartiSEApate project flyer and any other printed material produced for external target audiences by the time of the given event. Any presentation held and/or publications (incl. press articles) issued by a PP has to comply to the standards jointly agreed by the PSC (i.e. corporate identity, mission statement). By signing this Agreement each PP confirms to ensure that the ownership of any output and result produced during the Project s implementation remains with the LP or the PPs for at least five years after the Project s end date. 4. Finally each PP shall support a proper information flow within the Project and so: a) provide the LP and EPCO in accordance with the schedule and requirements stipulated by the LP with any information needed to draw up the progress reports, prepare payment requests, or to react on any request by the bodies implementing the Operational Programme, b) inform the LP and EPCO immediately about any factors that could lead to any deviation in the detailed work plan, especially those that could cause temporary or final discontinuation of the Project, c) undertake all reasonable endeavours to supply accurate information or materials to any of the other PPs, and in the event of any error therein, promptly notify to correct the same, d) inform the LP and the EPCO immediately in writing on any change of its official address as stated in this Agreement, as well as on any changes of persons engaged in the project, especially financial managers and coordinators e) provide the LP and the EPCO with any kind of information and material requested from their side in order to fulfil their obligations as assistants to the effective joint project management and effective joint project communication f) inform the LP and the EPCO about any kind of individual dissemination efforts and ensure compliance with the jointly agreed communication standards as stipulated in the programme manual and those established specifically by the project (i.e. corporate identity; templates; etc.). Article 6 External Project Coordination Office 1. For the successful management of the Project, PP09 BSH, in agreement with the LP and all PPs, has contracted an External Project Coordination Office (hereinafter PA PartiSEApate 9

10 referred to as EPCO), which shall assist the LP and all PPs in the tasks to the project management and communication (WP1 and WP2). 2. The EPCO is contracted on the basis of the results of an EU-wide tender procedure and is financed by all PPs on a cost-share basis as laid out in Article 11 and the related Annex V of this Agreement. 3. PP09 BSH together with the LP is responsible for supervising of the sub-contracted works of the EPCO on the basis of the contract signed on To fulfil its obligations, the EPCO provides services of a Project Manager & Financial Manager as well as Project Assistant. 5. The EPCO assist the LP and other PPs in the effective project management on the basis of the contract with PP09 BSH and this agreement. 6. Upon request all PPs shall provide the EPCO with any information necessary to provide services sub-contracted from the EPCO. At the same time all PPs can continuously request assistance and information from the EPCO on the basis of contract signed between the selected service provider for EPCO and PP09 BSH. 7. Any amendments of services requested from EPCO and/or its contract shall be decided jointly via the PSC (see Article 7 of this PA). Article 7 Project Steering Committee 1. For the successful management of the Project and completion of the Project, the LP, in agreement with the PPs, have set up a Project Steering Committee (hereinafter referred to as PSC) responsible for monitoring the implementation of the Project. 2. The PSC is chaired by the LP and is currently composed of the representatives of PPs as specified in Annex VI of this agreement. Decisions will be taken according to mayority voting. Further matters regarding the setting up and proceedings of the PSC such as its tasks, competencies, co-chairmanship, frequency of meetings, etc. shall be regulated in rules of procedure of the PSC. The rules of procedure of the PSC shall be agreed during its first meeting and approved by the LP and the PPs promptly afterwards. Article 8 Co-operation with third parties 1. In case a party to this Agreement cooperates with third parties including external service providers, it shall remain solely responsible concerning compliance with its obligations as set out in this Agreement. The LP shall be informed by any PP about the subject and party of any contract concluded with a third party. 2. No party to this Agreement is entitled to transfer its rights and obligations under this Agreement without the prior consent of the other parties to this Agreement and the approval of the Investitionsbank Schleswig-Holstein and the Monitoring Committee of the Operational Programme (cf. Article 11 of the Grant Contract). PA PartiSEApate 10

11 3. Co-operation with third parties including external service providers shall be undertaken in accordance with the public procurement procedures determined in the Operational Programme, the Programme Manual and in national and EU public procurement legislation. Article 9 Detailed work plan, working groups and coordinators 1. Based on the work plan included in the latest Project data form, the LP and the PPs have developed a detailed work plan containing a numbered list of specific activities with a detailed description, timeframe and the budget for each activity that shall be realised in the framework of the Project. The detailed work plan shows how the planned activities lead to the production of outputs and to the achievement of results as listed in the latest version of the Project data form. The detailed work plan is attached to this Agreement as Annex IIa. 2. By the attached detailed work plan, each activity to be realised in the framework of the Project is assigned to one or a group of PPs which is coordinated by one PP. The overall joint outputs expected as well as the specific responsibilities of PPs within each of the work packages is attached to this Agreement as Annex IIb. The LP and the PPs adhere to this plan. 3. Any request for an amendment of the work plan included in the latest Project data form and/or of the attached detailed work plan and partner responsibilities shall be agreed by the LP and the PPs. The PPs shall inform the LP immediately when any need for an amendment occurs. The rules on changes in the approved Project set-up as determined in the Programme Manual and in the Grant Contract will be observed by the partnership. Article 10 Detailed Project budget, LPs and PPs contributions 1. The PPs accept the Project budget determined in the latest Project data form, as well as the amount and composition of the earmarked co-financing (approved grant) awarded to the LP as defined in the Grant Contract. Each PP commits itself to providing its individual contribution to the Project budget. 2. A detailed Project budget is attached to this Agreement as Annex III, which provides detailed financial data for the LP and each PP per budget line and work package. The LP s and each PP s co-financing rates and their detailed budgets for BL2 External services and BL4 Equipment and investments result from the Project data form. 3. The amounts of co-financing defined in the Project data form are considered as maximum provisional amounts. The ERDF/Norwegian and if relevant ENPI cofinancing will be paid by the LP to the PPs on the basis of the reported eligible expenditure. By signing this Agreement, the LP and each PP declare that they will strictly adhere to the rules on eligibility of expenditure and the rules on reporting as defined in Articles 3 and 4 of the Grant Contract and the provisions these Articles refer to. 4. Disbursement of co-financing shall be made subject to the condition that the Investitionsbank Schleswig-Holstein makes the funds available to the extent specified PA PartiSEApate 11

12 in the Project data form. If the Investitionsbank Schleswig-Holstein does not make the funds available to the extent specified in the Project data form, any claim by a PP against the LP for whatever reason is excluded. 5. The PPs shall inform the LP immediately when any need for an amendment of the Project budget occurs. Any request for amendment of the Project budget as laid down in the Project data form, submitted by the LP to the Investitionsbank Schleswig- Holstein, shall be authorised by the PPs beforehand. The rules on changes in the approved Project set-up as determined in the Programme Manual and in the Grant Contract will be observed by the partnership. Article 11 Detailed spending plan 1. Based on the spending plan for Project expenditure included in the latest Project data form and corresponding to the detailed work plan referred to in Article 9 of this Agreement, the LP and the PPs have agreed on a detailed spending plan which is attached to this Agreement as Annex IV. It provides six-monthly spending targets at the level of all parties to this Agreement. Article 12 Agreement on cost sharing method In accordance with the Programme Manual, the LP and the PPs have agreed on a cost sharing model which is attached to this Agreement as Annex V. It includes information on the estimated total amount of expenditure, kinds of expenditure (incl. budget lines and work packages concerned), indication of the implementing PP/paying PP and the cost sharing method division key (incl. its calculation) with the relevant justification. Article 13 Request for payments, reporting 1. The Project Partner is aware, that expenditures incurred as a result of implementation of Project activities are reimbursed retrospectively. Only in case of ENPI co-financing an advance payment can be made by the Investitionsbank Schleswig-Holstein to the account of the LP. Therefore each PP shall apply relevant measures to maintain sufficient level of financial liquidity to cover the Project related expenditures. 2. The PPs are entitled to request payments by providing proof of progress in the implementation of their activities as described in the latest approved version of the detailed work plan. The PP shall present to the LP partner progress reports by using special forms provided by the LP consisting of an activity related progress report and a validated/verified financial report. The obligations to report stipulated in this paragraph do not apply in terms of requesting an advance payment from the ENPI cofinancing (cf. Article 13(1), sentence 2, of this Agreement); however, the use of the advance payment must be reported subsequently in progress reports. 3. Partner progress reports must be validated/verified by the first level controller of the PP as defined in the Programme Manual before their submission to the LP. 4. The PPs must observe detailed instructions for submission of the partner progress reports as laid down in the partner reporting forms and the Programme Manual. In PA PartiSEApate 12

13 order to enable the LP to meet the deadlines for submission of progress reports according to Article 4(3) of the Grant Contract, PPs may submit their draft partner progress reports including activity as well as financial data (cost itemisation lists) to EPCO PRIOR to their submission to the relevant financial controller and not later than 2 weeks after the end of the reporting period. EPCO shall comment or approve these drafts within 3 working days in order to enable PPs to meet the final submission deadlines. Thus the following dates of submission would apply for each PP: Partner progress report Reporting period Deadline for submission of DRAFT report to EPCO Deadline for submission of FLC certificate to EPCO Deadline for submission to JTS Start date End date 1 13/06/ /03/ /04/ /05/ /07/ /04/ /09/ /10/ /11/ /01/ /10/ /03/ /04/ /05/ /07/ /04/ /12/ /01/ /02/ /03/2015 The PPs are also aware of the time limits concerning a request for postponement of a deadline for submission of a progress report and the right of the Investitionsbank Schleswig-Holstein to reduce the approved co-financing in case a progress report is delayed (cf. Article 4(3) of the Grant Contract). Any postponement of a deadline for submission of a partner progress report must be approved by the LP beforehand. 5. In case a PP ascertains that it will be behind schedule with its contribution to the progress report as defined in Article 4(1) of the Grant Contract, the PP shall immediately inform the LP; such an information must not be submitted later than the actual deadline for submission of the given partner progress report. The PP concerned and the LP, supported by the other parties to this Agreement, shall make any effort to jointly sort out the problem causative for the default. If necessary, the LP shall submit a request for postponement of the deadline for submission of the progress report to the Investitionsbank Schleswig-Holstein in accordance with Article 4(3) of the Grant Contract. 6. In case a PP does not comply with the requirement to inform the LP, does not sort out any problem causative for the default, is responsible for not meeting a deadline for a request for postponement according to Article 4(3) of the Grant Contract, or such a request is not approved by the Investitionsbank Schleswig-Holstein, the LP shall be entitled to exclude the partner progress report (activity report and financial report) in the relevant reporting period from the progress report the LP is obliged to submit to the Investitionsbank Schleswig-Holstein according the Grant Contract. 7. The co-financing awarded by the Grant Contract and paid to the account of the Lead Partner following its request for payment according to Article 4 of the Grant Contact, shall be redistributed between the relevant PPs in shares in accordance with Article 4(2)(d) of this Agreement and the Agreement on cost sharing method (cf. Article 11 of this Agreement). No deduction, retention or further specific charges which would reduce the amount of a share claimed by a PP in accordance with these rules shall be made by the LP. Any exchange rate risk shall be born by the respective PP. PA PartiSEApate 13

14 Article 14 Liability 1. Within the partnership, each party to this Agreement shall hold harmless the other parties and indemnify them from liabilities, damages and costs resulting from the non-compliance of its individual duties and obligations as set forth in this Agreement and its Annexes. The total liability for a Partner is limited to that Partner s project share and to direct damages only. 2. The LP and each PP is solely liable for the statements/commitments made in its Partner Declaration which is attached to the latest Project data form. 3. No party to this Agreement shall be held liable for not complying with obligations ensuing from this Agreement and its Annexes in case of force majeure. In such a case, the party concerned must announce this immediately in writing to the other parties to this Agreement. Article 15 Non-fulfilment of obligations 1. In case a PP repeatedly does not fulfil its obligations stipulated in the Grant Contract, this Agreement and the respective Annexes, the LP may decide to exclude the PP from the Project, with approval of the Monitoring Committee of the Operational Programme. The LP shall without delay inform the Investitionsbank Schleswig- Holstein of such decision. In case the exclusion is approved by the Monitoring Committee of the Operational Programme, the PP is obliged to refund to the LP any programme funds received which it cannot prove on the day of exclusion that they were used for the implementation of the Project according to the rules of eligibility of expenditure. 2. In case of non-fulfilment of obligations of a PP having financial consequences for the funding of the Project as a whole, the LP may demand compensation to cover the sum involved. 3. If decommitment of funds applies to the Project and the Monitoring Committee decides that ERDF funds allocated to the Project have to be reduced, the PPs herewith agree that the deduction shall be correspondingly imputed to those PPs that have contributed to the decommitment of funds, unless a different decision is taken by the Monitoring Committee. Deduction of funds shall be done in a way not to jeopardise future involvement of other PPs and implementation of activities. Article 16 Demand for repayment by the Investitionsbank Schleswig-Holstein 1. In case the Investitionsbank Schleswig-Holstein demands, in full or in part, repayment of the co-financing already paid to the LP according to Article 8 of the Grant Contract, the LP shall without delay inform the PPs by forwarding a copy of the letter by which the Investitionsbank Schleswig-Holstein has asserted the repayment claim (cf. Article 8(2) of the Grant Contract). Moreover, the LP shall notify each PP in writing of the amount repayable to the account of the LP. 2. Taking into account the due date stated in the letter of the Investitionsbank Schleswig-Holstein as referred to in Article 8(2) of the Grant Contract, repayment by PA PartiSEApate 14

15 the PPs to the LP is due within two weeks following the date of the letter by which the LP asks the PPs for repayment to its account. Any delay in effecting repayment shall give the LP rise to interest on account of late payment, starting on the due date and ending on the value day of actual repayment to the accounts of the LP. In accordance with Article 8(2), last sentence, of the Grant Contract, the interest rate shall be oneand-a-half 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 repayment by the PPs to the LP is due. Article 17 Withdrawal from the partnership 1. The LP and each PP agree not to withdraw from the Project unless there are unavoidable reasons for it. If this were nonetheless to happen the LP and the remaining PPs shall endeavour to cover the contribution of the withdrawing PP either by directly assuming its tasks or by asking one or more new third organisations to join the partnership. 2. The parties to this Agreement are aware that the Investitionsbank Schleswig-Holstein is entitled to terminate the Grant Contract if the number of PPs falls below the minimum number of partners that is set in the Operational Programme (cf. Art. 8(1)(b) of the Grant Contract). 3. In case of change in the partnership, the parties to this Agreement will adhere to the provisions on changes in the approved Project set-up as determined in the Programme Manual. According to these rules, the LP shall submit an official request regarding a change in the partnership to the Investitionsbank Schleswig-Holstein. The parties to this Agreement are aware that according the Programme Manual any request for a change in the partnership requires a written approval decision by the Investitionsbank Schleswig-Holstein and/or the Monitoring Committee of the Operational Programme. Article 18 Applicable law Without prejudice to both the applicable European law and Article 12 of the Grant Contract, this Agreement shall be governed by < Polish > law. Article 19 Dispute settlement 1. The LP and the PPs sign this Agreement with the intention to cooperate amicably. Should a dispute arise between the LP and the PPs or between the PPs, the parties concerned are obliged to work towards a mutually acceptable settlement. Such disputes shall be referred to the Project Steering Committee according to Article 7 of this Agreement. 2. If efforts to achieve an amicable settlement should fail, the parties concerned are obliged to seek an out-of-court arbitration procedure of the ad-hoc arbitration committee. PA PartiSEApate 15

16 3. The parties shall be obliged to accept and apply the decisions of the arbitration committee, subject to the applicable law hereby agreed upon and in compliance with the provisions of the European law and the National Laws. 4. Each and any legal dispute that may result from or in connection with this Agreement, including such over the validity of this Agreement itself and the arbitration clause defined above, on which the amicable settlement method was ineffective and the disagreement persists in spite of all efforts being made in this respect, shall be finally decided by the courts. The place of jurisdiction is < Poland > at the seat of the LP. Disputes on the implementation of this Agreement shall be settled by the juridically material court in Gdansk. Article 20 Working language, communication 1. The working language of the Project shall be English. 2. Accordingly any written communication between the LP and the PPs related to this Agreement and the implementation of the Project shall be in English and state the number and title / acronym of the Project. Article 21 Confidentiality requirements 1. The LP and the PPs agree that any information that they will obtain during the execution of this Agreement or exchange with the Monitoring Committee, the Investitionsbank Schleswig-Holstein or other bodies involved in the implementation of the Operational Programme or the implementation of the Project, is confidential, provided that a party to this Agreement or one the bodies mentioned above explicitly requests such. The same applies, without any such request, to all information or documentation marked with confidential. 2. The LP and the PPs commit to ensuring that all staff members involved in the implementation of the Project respect the confidential nature of information, and do not disseminate it, pass it on to third parties or use it without prior written consent of the institution that provided the information. 3. If any Party becomes aware that it will be required, or is likely to be required, to disclose Confidential Information in order to comply with applicable national laws or national regulations or with a national court or administrative order, it shall, to the extent it is lawfully able to do so, prior to any such disclosure, notify the Disclosing Party and comply with the Disclosing Party s reasonable instructions to protect the confidentiality of the information. 4. This confidentiality clause shall remain in force for two years following the termination of this Agreement. 5. The abovementioned rules on confidentiality shall not affect LPs and the PPs obligation to make all outputs and results of the Project available to the public and to secure public access to the Project results (cf. Article 7(4) of the Grant Contract). They shall also not affect the obligations stipulated in Article 9 of the Grant Contract. PA PartiSEApate 16

17 Article 22 Concluding provisions 1. This Agreement is concluded in English. In case of translation of this document and its annexes into another language, the English version shall be the binding one. 2. If any provision in this Agreement should be wholly or partly ineffective, the remaining provisions remain binding for the parties. The parties to this Agreement undertake to replace the ineffective provision by an effective provision which comes as close as possible to the purpose of the ineffective provision. 3. Amendments and supplements to this Agreement and/or to its Annexes must be set out in writing in an addendum and signed by the LP and the PPs. The LP and the PPs shall observe the rules of the Programme Manual. 4. < 11 > executed copies of this Agreement shall be signed by the LP and the PPs. Each party shall keep one copy. The same rules shall apply to any amendments or supplements to this Agreement that may be made. PA PartiSEApate 17

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28 Annexes: I. Grant Contract for the implementation of the project # 080, Multi-Level governance in maritime spatial planning throughout the Baltic Sea Region of the Baltic Sea Region Programme including Project Data Form II. Detailed work plan according to Article 8 incl. coordinators and partner responsibilities III. Detailed Project budget according to Article 9 incl. detailed partner budgets IV. Detailed spending plan according to Article 10 V. Agreement on cost sharing method according to Article 11 VI. Project Steering Committee members PA PartiSEApate 19