Atlantic Area Programme Draft Transnational Partnership Agreement For the implementation of the project

Transcription

1 Atlantic Area Programme Draft Transnational Partnership Agreement For the implementation of the project ProjectAcronym Project Title ProjectNumber PriorityProject - ObjectiveProject IN VIEW OF Council Regulation (EC) 1080/2006 of 5 July, regarding the European Regional Development Fund, Council Regulation (EC) 1083/2006 of 11 July, laying down general provisions on the European Regional Development Fund, the European Social Fund and the Cohesion Fund, Council Regulation (EC) 1989/2006 of 21 December, amending Annex III of Regulation (EC) 1083/2006, Council Regulation (EC) 1828/2006 of 8 December, setting out the rules of implementation of Regulation (EC) 1083/2006 and of Regulation (EC) 1080/2006, The decision of the European Commission CCI 2007CB 16.3 PO 029 of 20 September of 2007, concerning the approval of the Operational Programme for the period of 2007/2013 and granting the assistance of the European Regional Development Fund (ERDF), The management and control systems implemented in the Atlantic Area Transnational Cooperation Programme, ALSO IN VIEW OF ERDF funding request submitted on XXXX/XX/XX, The Monitoring Committee s decision on XXXX/XX/XX, The notification letter of the Monitoring Committee s decision on XXXX/XX/XX.

2 Between, on the one hand NameOrganisationPartner1, located in AddressOrganisationPartner1, CodPost City, Country represented by NameSurnameLegalRepresentativePartner1 lead beneficiary of the ERDF funding, with the tax identification number TaxIdentificationNumberPartner1. And, on the other hand Partners Country Partner Organization Partner 2 CodeCountryPartner2 NameOrganisationPartner2 Partner 3 CodeCountryPartner3 NameOrganisationPartner The Project includes other associate partners that do not receive any ERDF Associate Partners «AssociatePart ner x» Country CodeCountry Partnerx Name NameOrganisationAssociatePartnerx IT HAS BEEN AGREED AS FOLLOWS Project nr. ProjectNumber / ProjectAcronym Page 2

3 Article 1 - Purpose of the Transnational Partnership Agreement 1.1 By this Transnational Partnership Agreement, the Lead beneficiary (Lead Partner) and the other partners of the project define the rules of procedure governing the transnational partnership and defining the responsibilities of each partner in carrying out the project. The application form is approved an integral part of this of Transnational Partnership Agreement. Article 2 - Length of the Agreement 2.1 The Transnational Partnership Agreement takes effect from the date it is signed by all partners and remains in force until the Lead beneficiary (Lead Partner) is completely free of its contractual obligations to the Managing Authority. 2.2 The contract period for implementing the project is defined in the approved Application Form. Article 3 - Lead beneficiary s obligations (Lead Partner) The Lead beneficiary is committed to: a) Ensure the overall coordination of the project and its financial management, and the respective official representation before the management structure of the Programme and the European Commission; b) Supervise the activities that the partners develop within the project; c) Take the entire responsibility of the implementation of the project facing the Managing Authority; d) Ensure that the financial controllers of each partner are chosen by each beneficiary and validated by the respective Member State, before the submission of the first implementation report and expenses claim. It should also ensure, to partners located in a country not covered by the Atlantic Area (inside or outside the European Union), the existence of a protocol signed between the Managing Authority and the competent authorities of the countries concerned, which defines, in particular, the provisions on financial control of expenditure. The protocol should be established before the signing of the contract between the Lead Beneficiary and the Managing Authority; e) Coordinate the project, in compliance with the Subsidy Contract, the Partnership Agreement that regulates the relationships among partners and the national and Community rules, namely regarding public procurement, state aid, environmental protection and equal opportunities, looking to maintain itself informed and to inform the other Beneficiaries (partners) about the development that may occur in the applicable legal provisions; f) Notify in advance any change to the transnational Partnership Agreement that occurs during the implementation of the project, which shall be authorised by the Managing Authority before the application; Project nr. ProjectNumber / ProjectAcronym Page 3

4 g) If at the signing of the contract the project has not begun, its implementation must start within 3 months from the date of signature, within the calendar date defined in the approved application form; h) Coordinate the implementation of the work plan defined in the approved application form, promote the rigorous compliance of the tasks by the partners responsible, manage the budget of the project in the contractual terms with the Managing Authority and ensure that all the partners carry out and apply the principles of good sound financial management, the maintenance of separate accounting records or, an adequate accounting code that allows for monitoring and control purposes, documenting the implementation of the project and carrying out checks and audits to the regularity of expenditures of the project co-financed by ERDF; i) Check and ensure that all the partners are committed to save the originals or certified copies of all the documentary evidence of expenditures and audits related to the project, for at least 3 years after the closure of the operational programme or, if this programme has been subject to a partial closure process, 3 years after the year of that partial closure. This period of time is interrupted in the case of legal proceedings or following a duly supported request of the European Commission; j) Check and ensure that all the partners of the project are committed to respect all the necessary provisions to guarantee that any audits, notified by the management structure of the Programme or by the regional. national and Community authorities duly authorised, may be carried out, collaborating in the supply of all the requested information about the project and provide access to accounting books, probative documents and other documentation related to the project; k) Guarantee that all the activities carried out or to be carried out within the project were not nor will be object of financial support of other European funds; l) Within the control procedures of the Programme, take responsibility for returning to the Certifying Authority all the amounts that were concluded to have been unduly received, due to detected irregularities in declared expenditures, as well as the recovery of such amounts from the beneficiaries responsible for those irregularities; m) Coordinate the preparation of periodical activity reports (interim and final), statements of expenditure and verification and control procedures, additional documentation essential to the implementation of the project and financial statements and also ensure the consolidation of implementation reports and requests for payment, at the level of the project, and the respective submission to the Managing Authority, according to the terms of the regulations in force; n) Coordinate and promote the continuous use and updating of the domain attributed to the project in the Communication Platform of the Atlantic Area Programme, as is defined by the Managing Authority; o) Coordinate and promote the implementation of communication and publicity measures in compliance with the approved application, the regulations of the Commission and the Communication Plan of the Operational Programme. p) Answer to all the information related with the project that might be requested by the managing structures of the Programme. Project nr. ProjectNumber / ProjectAcronym Page 4

5 Article 4 - Obligations of the project partners The partners undertake to: a) Contribute to the implementation of the objectives of the Transnational Partnership Agreement as organizations responsible for carrying out specific activities defined in the approved application form and in accordance with the provisions established by this Agreement; b) Name a financial controller (previously validated by the respective Member State), and notify the Lead beneficiary (Lead Partner) before making their first Implementation Report and reimbursement claim. c) When a country is not covered by the Atlantic Area (inside or outside the EU) it must be informed as soon as possible to national competent authorities for their participation in the project. It must be also ensure about the existence of a protocol signed between the Managing Authority of the Atlantic Area Programme and the competent authorities of the countries intitled to define, namely, the provisions relating to supervision of financial control procedures. The protocol between the Managing Authority and the national authorities must be concluded before signing the contract between the Lead beneficiary (Lead Partner) and the Managing Authority of the Atlantic Area Programme; d) Conducting activities in compliance with the rules and policies, particularly with regard to procurement, state aid, environmental protection and equal opportunities, to keep themselves informed of developments that may occur in the legal applicable provisions; e) Provide to the Lead beneficiary (Lead Partner), in a timely manner, all the necessary information and data related to the coordination and monitoring activities of the project. To inform about any setbacks that could affect the approved work plan of the Application Form, both of the general activities or which the partner is responsible. f) Realizing fully the tasks of their responsibility in respect of the timetable envisaged by the approved application form and manage the budget of the project as contracted between the Managing Authority and the Lead beneficiary. To ensure that the activities wich are under their responsability are carried out in accordance with the principles of sound financial management, maintenance of separate accounting records, or an adequate accounting code that allowing the monitoring and controls, documenting the execution of the project and checks and audits to the regularity of expenditure attributable to it; g) Keep the original or certified copies of all documents relating to expenditure and audits for the project at least for 3 years after the closing years of operating the programme or, if it has undergone a process of partial closure, 3 years after the year of partial closure. This timing is interrupted in the event of legal action and as a result of a reasoned request of the European Commission; h) To respect all necessary measures to ensure that any audits notified by the management structures of the programme or by regional, national and EU Organization properly authorized, may be made by collaborating in providing all requested information about the project and Project nr. ProjectNumber / ProjectAcronym Page 5

6 give access to books, documents and other documents related to the project; i) Ensuring that the activities undertaken or to be undertaken within the project were neither will be receiving financial support from other European funds; j) The return to the Lead beneficiary (within 10 working days from the date of notification by the Managing Authority) all amounts for which, under the control procedures of the Programme, were received improperly, due to irregularities that have been held responsible; k) Provide, at the request of the Lead beneficiary, the quantitative and qualitative elements as well as any evidence necessary for the preparation of periodic Reports of Implementation (intermediate and final) and their applications for reimbursement; l) To implement the measures of communication and advertising in accordance with the stipulations in the application approved, the regulations of the Commission and the Planning Commission of the Operational Programme, the words "co-financed with the support of the European Union ERDF - Atlantic Area Programme" should appear, as well as the European Union flag, logo and slogan of the Programme "Investing in our common future." Article 5 - Activities of partners, project financing and distribution of the partnership Annex 1 regards the approved application form is an integral part of this Transnational Partnership Agreement and defines the distribution of activities, tasks and funding for the Partnership. Article 6 - Structures of management and organization of transnational partnership This article regard the Annex 2, integral part of this Transnational Partnership Agreement, within this annexe it is necessary to set out: - the organigram, the management structures and the decision process, the internal regulation. The management structures must include a decision body for the project implementation, - the operating modes as well as other relevant rules ensuring proper implementation of the project, rules for organisation of meetings, assessment, monitoring and eventual procedures for the withdraw of a partner (Article 16 - Breaks and Litigation), - if a system of commun share cost is built up, the methodoly for distributing the cost and the contribution of each partner must be define. It will be necessary to add a table identifying the activities subject to share costs within the work plan, the total cost of the activitity and the distribution of this cost between the partners, - If necessary, it is possible to include within this Annexe 2 a more detailed information about the work plan and the expected results in consistency to which have been defined within the approved application. Project nr. ProjectNumber / ProjectAcronym Page 6

7 Article 7 - Cooperation with third parts 7.1 In case of cooperation with third parties including contractors, the partner of the project concerned will be the only responsible facing the Lead beneficiary, with regard to fulfilling its obligations as set out in the Transnational Partnership Agreement. 7.2 None of the project partner has the right to transfer their rights and obligations under this Transnational Partnership Agreement without the prior consent of the other participants of the project, the Maniging Authority and the Monitoring Committee. Article 8 - Implementation reports 8.1 Implementation reports and requests for payment/reimbursement are prepared and submitted <every semester/quarterly> to the Managing Authority. Regardless of including statements of expenditures, the implementation reports must describe, as is defined by the rules of the Operational Programme and by the approved application form, the details of the operations undertaken within the project, the progress and results achieved in relation to the objectives and monitoring indicators, the initiatives of information and publicity carried out and the expenses paid. They shall also provide explanatory data of eventual contingencies in the implementation of objectives and the work plan and give information about the corresponding corrective measures taken or proposed (See Guide for filling in the Implementation Report). 8.2 In each Implementation Report, it shall be stated whether or not the rules concerning public procurement, state aid, environmental protection and equal opportunities were fulfilled. Any and all susceptible occurrences that violate any of these rules shall also be reported, as well as the corrective measures taken, and in the event that a public service contract was made, information shall be provided about the amounts and procedures carried out. Article 9 - Payment methods/ ERDF repayment 9.1 The funding allocated will be paid in several occasions, subject to the availability of Community appropriations, as is defined by the rules of the Programme and in accordance with the three following possible types of payment methods: Advance payment An advance up to 3% of the maximum amount of approved European funding may be granted at the request of the Lead beneficiary after the signing of the Subsidy Contract as is defined in accordance with paragraph 2 of article 78 of Council Regulation (EC) 1083/2006. It should also ensure, to partners located in a country not covered by the Atlantic Area (inside or outside the European Union), the existence of a protocol signed between the Managing Project nr. ProjectNumber / ProjectAcronym Page 7

8 Authority and the competent authorities of the countries concerned, which defines, in particular, the provisions on financial control of expenditure. The protocol should be signed before the signing of this Subsidy Contract between the lead beneficiary and the Managing Authority. It is necessary to provide the Joint Technical Secretariat with a statement, attached to the advance payment claim, certifying that the work has begun. This amount of the advance will be deducted from the first payment claim Repayment The Lead Beneficiary must submit, at least, one payment request per year along the project lifetime. One or several interim payments, in which the total amount plus the amount of the advance can not exceed 90% of the maximum amount of the European funding, by presenting an implementation report and payment request, according to article 4, line d), giving information namely about: - the state of the progress of the activities of the project, - the accumulated value of expenses already made, attaching digital copies of the originals or authenticated statements of expenditure submitted for repayment and the corresponding declarations of certification of first level control Final Payment The final amount of the ERDF grant is calculated using the cofinancing rate on the expenditures certified and approved, limited to the maximum amount specified in the financing decision. The final balance, or payments, is therefore limited to the maximum amount of the final cofinancing ERDF after deducting any advance, interim payments and revenues generated and collected. This request for payment must be made via a final execution report and a final payment request, providing information, in particular on the conclusion of project activities and the accumulated amount of final expenditures paid and certified. The scanned copies of certified documents must be attached and presented for final expenses reimbursement corresponding to the first level control declaration. The certification of receipt of all funding and the declaration that the project has not benefited from double funding during the execution period must also be attached. The request for the final payment/reimbursement will be presented within ninety days from the closing date of the contract period of the project. 9.2 The statements of expenditure declared by each one of the project partners are verified and certified, as defined by the operational programme, by the financial controller appointed by each partner after the validation by the person responsible of each Member State and in accordance with the control system established by each Member State. Project nr. ProjectNumber / ProjectAcronym Page 8

9 9.3 The certification of statements of expenditure is done by using a specific stamp of the programme on the original statements of expenditure and the signature of the controller, sent to the Managing Authority along with the implementation report, in a digital copy, through the Communication Platform of the Programme. 9.4 Subject to availability of EU funds, the amount of the subsidy will be taken from the single account of the Programme by the Certifying Authority and paid, by the order of the Managing Authority, to the Lead beneficiary. The Lead beneficiary within the deadline of two weeks after the completion of this transfer will proceed to pay the amounts due to the other partners of the project. After concluding the payment process, the Lead beneficiary will send to the Managing Authority all documents proving that the transfers were made. 9.5 Failure to respect the deadline referred to in the previous paragraph, no other payments shall be made to the Lead beneficiary until the situation is proven to be regularized. 9.6 The dates and times listed in the following table must be respected by the Lead beneficiary and partners during the preparation and submission of information and documents needed for the implementation reports and requests for payment / reimbursement for: Execution Report No. (table to be presented if the quarterly time period is chosen) Reference period Deadline for partners to present the documentation to the Lead Partner Deadline for submission to the Managing Authority 1 of year st Quarter year preparation costs To be defined End of May of year nd Quarter year N To be defined End of August of year rd Quarter year N To be defined End of November of year th Quarter year N To be defined End of February of the year st Quarter year 2013 To be defined End of May 2013 To be continue up to the end date of the project (table to be presented if the semester time period is chosen) Execution Report No. Reference period Deadline for partners to Deadline for submission to the present the documentation to Managing Authority the Lead Partner 1 of year st Semester year preparation costs To be defined End of August of year nd Semester year 2012 To be defined End of February of year st Semester year 2013 To be defined End of August 2013 To be continue up to the end date of the project Project nr. ProjectNumber / ProjectAcronym Page 9

10 9.7 The Lead beneficiary disclaims any responsibility for any loss or damage suffered due to a delay in the payment of funds or suspension, reduction or cancellation of ERDF funding decided by Managing Authority under the signed grant contract. Article 10 - Eligibility of expenditures 10.1 Eligibility of expenditures The partners undertake to only include in the taxable amount of the funding, expenditures that comply with the provisions of the Commission Regulations and the national rules applicable in the Member States that participate in the Atlantic Area Transnational Cooperation Programme. On the other hand, they commit to respect the rules of eligibility of expenditures approved by the Monitoring Committee for the Call for Projects of 2009, of which the operation referenced within this Agreement, was approved Preparation expenditures Preparation costs are eligible only for projects approved by the Monitoring Committee. Preparation costs are only eligible if they are real, justifiable and correspond to the expenditures included between the 1 January 2007 and the date of the signature of the subsidy contract by the Managing Authority. At the elaboration stage of the project s budget and calendar, it is the responsibility of the lead beneficiary to identify which activities and its costs are devoted to this preparation phase. In this line, these activities could correspond to the preparation tasks before the submission of the application as well as the eventual activities related to the project contractualisation in case of approval (i.e.: Time devoted the adjustments of the contracts, gathering of the match funding evidences, etc.) Preparation costs are subject to a ceiling of 5% of total eligible cost and a maximum , the smallest amount is considered. Depending on their nature, the costs will be included in the corresponding budget line Eligibility period of expenditures Expenditures related to the project implementation The expenditures are eligible from the date of the beginning until the date of the end of the project indicated in the approved application form. Article 11 - Financial control and audits 11.1 Each partner must contact, as soon as possible, the competent authorities, in its Member State, responsible for defining and monitoring procedures of the first level control, allowing certification of their expenses in the project. It must proceed with the establishment of the first level controller as defined in the State where it is located and before the submission of the first execution report and payment claim The project partners, became aware that the information related to the reality and validity of actions and expenses covered by the ERDF, is the responsibility of the partner that Project nr. ProjectNumber / ProjectAcronym Page 10

11 present it. The Lead beneficiary is responsible for its part, verification of compliance with the standards process and financial control of the project The project partners become aware that the acceptance of ERDF co-financing, also means accepting the implementation of controls and audits foreseen in the management and control system of the Programme The project partners are committed to take all necessary measures to ensure that any audit, notified by the management structures of the Programme or the regional, national and community organisation duly authorized, may be accomplished by the presentation of all information requested and access to books, documents and any other documentation related to the project. Article 12 - Irregularities and recoveries If through the control and audit system of the Programme it appears that amounts paid or parts of them, were not used in compliance with the commitments made, the partners involved must reimburse the amount corresponding to the Lead beneficiary within ten days after receiving the notification document of recovery of funds unduly paid. Article 13 - Modifications This Transnational Partnership Agreement may only be changed by an amendment. The Transnational Partnership Agreement is part of the Subsidy Contract sign between the lead beneficiary and the Management Authority. In case of modification the Lead beneficiary undertakes to inform in advance the Joint Technical Secretariat and comply with the deadlines established in the Regulations of the Programme concerning Regulations and procedures concerning the modification of projects and the revision of financing decisions. Article 14 - Communication and Publicity 14.1 The Lead beneficiary and all the partners of the project represented by the Lead beneficiary undertake to apply the communication and publicity measures in compliance with the regulations of the European Commission, the Communication Plan of the Operational Programme and what is the stipulated in the approved application form The Lead beneficiary and all the partners of the project represented by the Lead beneficiary accept that the results of the project shall be available to the public. They also accept to play an active role in the organisation of activities, in order to capitalise, disseminate and enhance the results of the project. Project nr. ProjectNumber / ProjectAcronym Page 11

12 14.3 The Lead beneficiary and all the partners of the project represented by the Lead beneficiary, undertake to mention in all the communication and publication activities that the project was implemented with the financial support of the funds of the Programme. The mention Co-financed with the support of the European Union ERDF Atlantic Area Programme shall appear, as well as the European Union flag, the logotype of the Programme and the Programme s slogan Investing in our common future The Managing Authority is authorised to publish, in any form and format, information concerning the operation, namely and among others: the application form, the name of the Lead beneficiary and partners, the title, the geographical location, the cost of the operation and the amount of the funding, state of implementation and other pertinent information. Article 15 - Intellectual property rights 15.1 The Lead beneficiary and all the partners of the project represented by the Lead beneficiary, ensure that all the products developed within the project, subject to the provisions of national laws concerning intellectual property, are exempt from all rights The Lead beneficiary and all the partners of the project represented by the Lead beneficiary are aware and accept to waive all the patrimonial rights related to educational material, methodologies and other products of any nature that result from the project. Article 16 - Breaks and Litigation 16.1 The lead Beneficiary (Lead Partner) and other partners in the project, undertake not to abandon the project unless exceptional cases duly justified. If this happens, the lead Beneficiary and the rest of the project partners strive to ensure that the activities of the outgoing partner, will be assumed by the rest of the partnership or through the involvement of new partners. In such situation, the lead beneficiary will inform by mail the JTS and will follow the procedures established in the Regulations of the Programme concerning Regulations and procedures concerning the modification of projects and the revision of financing decisions and the Guide Rules and procedures regarding project modifications and revision of financing decision In case of differences among partners, these partnership is committed to find an amicable solution. If efforts are not successful, the partners must resort to extra-judicial arbitration All disputes or legal relationship resulting from this Transnational Partnership Agreement, including its validity and the case concerning the arbitration, will be treated in accordance with the legal institutions of the Lead Beneficiary country's (Lead Partner). Project nr. ProjectNumber / ProjectAcronym Page 12

13 Article 17 - Failure In case that there were a total or partial breach of the obligations under this agreement or in case of errors in the effective implementation of the activities, each of the partners signed the Transnational Partnership Agreement is commited to reimburse all funds unduly received to the Lead Beneficiary, within a month following receipt of the notice of request to return the funds. Article 18 - Working Language The working language/s of the partnership is / are [language]. The language of this Transnational Partnership Agreement which gives faith is the language version [language]. Article 19 - Currency and Exchange rates 19.1 The financial information of the project and the payment claims will be presented in Euros In the case of expenditures made with a currency different from the Euro, the partner shall convert its expenditures to Euros, using the average monthly exchange rate provided by the European Commission ( of the month the invoice was paid. Numbers shall be rounded off to the two decimal points, retaining the one hundredth values closest to the initial value, before rounding off. The Lead beneficiary therefore will use the converted values to fill in the payment claims. Article 20 - Cases of Force Majeure 20.1 Neither party shall be liable for any failure of its contractual obligations if the fulfilment of such obligations have been impeded due to any case of force majeure verifying after the date of the signature of the contract by the Managing Authority, or the date of the beginning of operations, whatever happens first For purposes of this Agreement, the following are examples of cases of force majeure strikes, lock-outs or other labour disputes, terrorism acts, situations of war, blockades, insurrections, riots, epidemics, natural cataclysms, explosions and any other unforeseeable event that the parties can not avoid or overcome The Force Majeure exonerates the parties to execute partially or totally their obligations stipulated in the present Agreement, during the period in which they occur and when properly notified. Article 21 - Concluding provisions Project nr. ProjectNumber / ProjectAcronym Page 13

14 21.1 In all matters that are not explicitly covered in this contract, the Community and national legal provisions will be applied Any communication within the context of this present Transnational Partnership Agreement shall be made by written, mentioning the project number and title, through the Communication Platform of the Programme. When, for some unexpected reason, it is not possible to comply with the stipulation in the previous paragraph, the communication will be made through other legally admitted means without prejudice of subsequent recording in the Communication Platform of the Programme. Article 22 - Signatures There are????? copies of the Transnational Partnership Agreement in the English language, one for each partner and one for the Managing Authority. Done at [location] in [number] original copies in [date] [Name of the organization of the Lead beneficiary(lead Partner)] Name and title of the legal representative Signature and Seal Name of Partner Name and title of the legal representative Done at [location and date] Signature and Seal Project nr. ProjectNumber / ProjectAcronym Page 14