Greece The former Yugoslav Republic of Macedonia IPA Cross-Border Programme OVERALL CONTRACT. Document No. 12.1: OVERALL MA CONTRACT

Transcription

1 Greece The former Yugoslav Republic of Macedonia IPA Cross-Border Programme OVERALL CONTRACT No. : < > Document No. 12.1: OVERALL MA CONTRACT

2 OVERALL CONTRACT No. <number> In Athens, today, the <date>, at the Ministry of Development, Competitiveness and Shipping located in Syntagma Square at 5-7, Nikis Street, 10180, Athens, Greece Between the Managing Authority of the Objective European Territorial Cooperation Operational Programmes of the Ministry of Development, Competitiveness and Shipping, as the Managing Authority of the Greece - The former Yugoslav Republic of Macedonia , being a party to this contract and represented by the Alternate Minister of Development, Competitiveness and Shipping, hereinafter referred to as Contracting Authority, on the one, And the <entity s name>, Overall Lead Beneficiary of the operation (project) entitled <, full name acronym code-measure>, hereinafter referred to as Overall Lead Partner, based in <full address of the seat of the organisation-code> represented by <Name and position of the person who is duly authorised to legally represent and bind the organisation vis-à-vis a third party, for instance: President, general director, dean, administrative director or finance director>, on the other, who hereinafter will be jointly referred to as the Parties, With regard to the framework of the provisions and documents hereunder: Document No. 12.1: OVERALL MA CONTRACT 2

3 1. The EU Regulations, and in particular: COUNCIL REGULATION (EC) No 1085/2006, as in force, establishing an Instrument for Pre-Accession Assistance (IPA); Commission Regulation No 718/2007 of 12 June 2007 implementing Council Regulation (EC) No 1085/2006 establishing an instrument for preaccession assistance (IPA) Commission Regulation (EU) No 80/2010 of 28 January 2010 amending Regulation (EC) No 718/2007 implementing Council Regulation (EC) No 1085/2006 establishing an instrument for pre-accession assistance (IPA). COUNCIL REGULATION (EC, Euratom) No 1605/2002, as in force, the rules for the establishment and implementation of the general budget of the European Communities,. 2. EC approval Decision E (2008) 4717/ of the Programme as amended and in force today; 3. The Management and Control System of the European Territorial Cooperation objective Programme Greece - The former Yugoslav Republic of Macedonia ; 4. The decision <number, date> of the Joint Steering Committee (Annex 1) and the approved Application Form (Annex 2); 5. The Project Manual as in force. Hereby conclude the following: Article 1 Content of the Contract 1.1 The project partnership is governed by the Lead Partner principle. According to article 96.2 of the Commission Regulation 718/2007 The lead Beneficiaries of the participating Member States and beneficiary countries shall ensure a close coordination of the implementation of the operation. For the Greece - The former Yugoslav Republic of Macedonia it was decided that one of the two financial Lead Partners of the cross border project undertakes the responsibility to coordinate and report on the overall implementation of the project and also to act as the representative of the entire partnership, not acting as an intermediary; this partner is defined as the Overall Lead Partner. Document No. 12.1: OVERALL MA CONTRACT 3

4 1.2 The Joint Steering Committee s approval decision of the project, the Application Form and the Overall Partnership Agreement constitute an integral part of this contract. 1.3 The approved total budget of the project amounts to.euro. The individual Partners allocation in the Project budget is presented in the following tables: BUDGET ALLOCATION (Member State) Institution Partner budget Community Contribution National Contribution Financial Lead Partner 1 Partner 3 Partner 4 Partner n Total figures BUDGET ALLOCATION (Beneficiary Country/Non Member State) Institution Partner budget Community Contribution National Contribution Financial Lead Partner 2 Partner 5 Partner 6 Partner n Total figures Total Budget of the project : <.> Euro ( ) Total Budget of the Member State partners : <.> Euro ( ) Total Budget of the Non-Member State partners : <.> Euro ( ) Document No. 12.1: OVERALL MA CONTRACT 4

5 Community co-financing rate of the Member State Partners: < >% National co-financing rate of the Member State Partners: < >% Community co-financing rate of the Non-Member State Partners: < >% National co-financing rate of the Non-Member State Partners: < >% Article 2 Duration of the Contract - Timetable 2.1 This contract enters into force on the date of its signing, and expires the first day following the receipt of the final payment of every project partner, while obligations arising from community and national legislation will still apply. 2.2 The project implementation period is months in accordance with the approved Application Form (Annex 2). Article 3 Responsibilities of the Overall Lead Partner 3.1 The Overall Lead Partner is responsible for coordinating the overall implementation of the cross-border project and submitting the complete Progress Report for both participating countries in the Programme to the JTS as described in article Shall appoint a Project Manager who has the operational responsibility for the coordination of the sound implementation of the entire project. 3.3 Shall set up a Joint Management Team for the successful management of the partnership and the completion of the programme. The Management Team will be responsible for monitoring the implementation of the project. The Management Team will be chaired by the Overall Lead Partner. 3.4 Will ensure timely commencement of the project and implementation of the entire project within the time schedule in compliance with all obligations towards the Managing Authority. The Overall Lead Partner shall notify the Joint Technical Secretariat (JTS)/Managing Authority (MA) of any factors that may adversely affect the implementation of the project activities and/or financial plan of the project. 3.5 Shall prepare a work plan setting out tasks to be undertaken as part of the project, the role of the project partners in their implementation, and a Document No. 12.1: OVERALL MA CONTRACT 5

6 project budget. 3.6 The Overall Lead partner is also responsible for drawing up the Overall Partnership agreement; this Agreement regulates the roles of all project Partners and includes provisions of sound management and implementation of the project. 3.7 The Overall Lead Partner acts as the single representative of the project partnership and the contact point between the project and the Programme bodies. Under this role, the Overall Lead Partner will be asked to report on project implementation and monitoring indicators, on individual Partners activities and performance, and on other issues not specified in this contract, as needed. 3.8 The Overall Lead Partner undertakes the obligation to coordinate the implementation of the project, in accordance with the approved project timetable described in the approved Application Form (Annex 2). Any deviation from the project implementation timetable and plan, not approved according to the procedures specified in the Project Manual (project modification guidelines), will be deemed by the Managing Authority as partial or total non-performance of the project. 3.9 In addition to the reporting requirements defined in article 4, the Overall Lead Partner will submit to the Managing Authority an electronic copy of the project deliverables, where applicable. Article 4 Progress Reports - Payment Requests 4.1 The Overall Lead Partner collects: a. a short activity report from each Partner of its own country, accompanied by the respective list of expenditure. b. the short progress report on implementation activities and relevant expenditure in the other participating country from the respective Financial Lead partner. 4.2 The Overall Lead Partner compiles an integrated Progress report on project implementation activities and expenditure for both participating countries, based on the above data. 4.3 The Overall Lead Partner will use the official Progress Report form, provided by the MA / JTS. The documents proving the verification of expenditure of the Project partners (where available) must be attached to the relevant progress reports. Document No. 12.1: OVERALL MA CONTRACT 6

7 4.4 The Overall Lead Partner will submit the progress report to the JTS every three months following the following schedule and in accordance with the approved Application Form and the Project Manual. Reporting Periods January - March April - June July - September October December Final Report Deadlines for the submission of progress reports 20 th of April of the respective year 20 th of July of the respective year 20 th of October of the respective year 20 th of January of the following year Together with the last progress report As indicated in the above table, the deadline for the submission of the Progress Report is 20 days after the end of the Reporting Period. Reporting duties are analysed in the Project Manual. 4.5 Claims for the preparation costs, as specified in the Project Manual, must be included in the first progress report. 4.6 Should the Financial Lead Partners delay in submitting their Progress reports for their part of the project to the Overall Lead Partner, the Overall Lead Partner will still respect the deadlines for submission of the progress report. The omitted relevant activities will be included in a future Progress report, accompanied with the respective expenditure and/or verifications of expenditure, when available. 4.7 All reports must be submitted in English, which is the official language of the Programme. 4.8 The Joint Technical Secretariat receives and examines the progress reports, together with the necessary supporting documents. Article 5 Obligations and rights of the Managing Authority 5.1 The Managing Authority resumes the obligation to check that the provisions set out in this contract are met throughout the implementation and after the completion of the project. 5.2 The Managing Authority may under no circumstances, be deemed liable for damages caused to the staff and the property of the Overall Lead Partner or any partner of the project in the course of the project Document No. 12.1: OVERALL MA CONTRACT 7

8 implementation. 5.3 The Managing Authority may propose to the Joint Steering Committee the reduction of the project budget, if the Community annual contribution (as stated in the Programme) is automatically decommitted by the European Commission, in accordance with the EC Regulation 1085/2006. In this case, the project budget may be reduced by the amount of expenditure not incurred within the stipulated timetable. Moreover, the Managing Authority may decide to propose to the Joint Steering Committee a reduction of the budget, for other reasons that are properly justified. 5.4 If the Joint Steering Committee decides to reduce the budget, the relevant annexes of this contract will be modified accordingly. Article 6 Information and publicity 6.1 The Overall Lead Partner must ensure compliance of the project with Articles 62 and 63 of Regulation (EC) 718/2007 on information and publicity measures concerning co-financing from EU Funds. 6.2 Any notice or publication of the project, appearing in Mass Media, must specify that it reflects the author s views. The Managing Authority shall not be held liable for any use that may be made of the information contained therein. 6.3 The Overall Lead Partner resumes the obligation to submit to the JTS a copy of any publicity and information material produced, upon request. The Overall Lead Partner furthermore authorizes the JTS, the Managing Authority, the Cross Border Info Point and the European Commission to use this material in order to demonstrate the Programme results. 6.4 Any information, media appearance, or other publicity of the operation shall be communicated to the JTS for potential information and publicity activities. 6.5 The Managing Authority, the National Coordinators, and the Cross-border Info Point are authorised to publicise, the following information: the names of the Financial Lead Partners and its partners, the objectives, budget, and executive summary of the project, the geographical location of the project, any other information agreed with the Lead Partners. Document No. 12.1: OVERALL MA CONTRACT 8

9 Article 7 Contract Modifications 7.1 Any requests for project modifications should be duly justified and addressed to the MA / JTS and copied to the Delegation of the European Union by the Overall Lead Partner. 7.2 The procedure for submission and approval of project modifications is fully analyzed in the Project Manual (project modifications guidelines) as in force. Article 8 Assignment of rights on the Project 8. 1 The Managing Authority is entitled at any time to assign its rights under this contract. In case of assignment the JTS will inform the Overall Lead Partner without any delay. 8.2 The Overall Lead Partner may transfer or assign to a third party rights and obligations stemming from this contract, only after prior written consent of the project partners, the Managing Authority and the Joint Steering Committee. 8.3 In case of change or modification of the legal entity/status of the Overall Lead Partner, the latter must transfer rights and obligations stemming from this contract to its legal successor and immediately inform the Managing Authority in writing. Article 9 Termination of the Contract 9.1 The Managing Authority reserves the right to initiate the procedures for termination of this contract and the relevant subsidy / grant contracts, if a Progress Report including expenditure has not been submitted within six (6) months from the signing of the contract. 9.2 The Managing Authority reserves the right to terminate this contract, without the Overall Financial Lead Partner being entitled to claim any rights, if the European Community co-financing is not made available to the Programme. 9.3 The Managing Authority may terminate this contract and initiate the procedures for the return of Community and national contribution funds in full or in part, without being obliged to pay damages for doing so, in the following cases: Document No. 12.1: OVERALL MA CONTRACT 9

10 a. false or incomplete statements were made, or forged documents were produced at any time. b. any type of irregularities were made at any time. c. Non performance of the obligations undertaken by the Overall Lead Partner under this contract d. Failure of the Overall Lead Partner to provide a satisfactory explanation to the case of article 9.3c, within 30 calendar days from the date a written enquiry was addressed by the Managing Authority. e. Use of all or part of the funds paid for purposes other than those envisaged in this and the relevant subsidy / grant contracts. f. Transfer or concession by the Overall Lead Partner of the entire or any part of the project with the exception of article 9 of the present contract. g. Failure to submit the progress reports repeatedly within the reporting deadlines. h. Where the Overall Lead Partner is bankrupt or being wound up, is having its affairs administered by the courts, has entered into an arrangement with creditors, has suspended business activities, is the subject of proceedings concerning those matters or is in any analogous situation arising from a similar procedure provided for in national legislation or regulations. i. where the Managing Authority has evidence of involvement of the Overall Lead Partner or any of the Project partners or any related entity or person, in cases of fraud, corruption, involvement in a criminal organisation or any other illegal activity detrimental to the Community's financial interests. In any of the aforementioned cases, the MA will, as a preventive measure, suspend payments without giving prior notice. 9.4 In exceptional and properly justified cases, the Managing Authority may, after consultation with and upon the decision of the Programme s Steering Committee, terminate the contract by giving a two (2) months notice in writing to the Overall Lead Partner without being obliged to pay any damages for doing so. In such a case, the Overall Lead Partner, acting in his capacity as Financial Lead Partner, and the Financial lead partner of the other participating country in the Programme, are entitled to claim only the part of the Community and national contribution which corresponds to the part of the project already carried out. 9.5 In exceptional and properly justified cases, the Overall Lead Partner, with Document No. 12.1: OVERALL MA CONTRACT 10

11 the written consent of all project partners, may request to terminate the contract by giving a two (2) months notice in writing to the Managing Authority. In such a case, the Overall Lead Partner, acting in his capacity as Financial Lead Partner, together with the Financial Lead Partner of the other participating country in the Programme will initiate the procedure for the payment of the part of the Community and national contribution corresponding to the part of the project already carried out. The final decision on the matter is the responsibility of the Joint Steering Committee of the Programme after the proposal of the Managing Authority. In any case the application of this clause is without prejudice to the provisions of article 5. Article 10 Intellectual Property Rights on the Project 10.1 All intellectual property rights that derive from the project vest in the partnership in their entirety. The Managing Authority reserves the right to use any of them for information and communication actions in respect of the OP. In case there are pre-existing intellectual property rights, which are made available to the project, these are fully respected. Article 11 Annexes Annexes are attached to this contract and the documents below will form an integral part hereof: Annex 1: Project approval (Decision of the <competent committee>.of <date>). Annex 2: Application Form Annex 3: Overall Partnership Agreement Article 12 Final Provisions 12.1 All communication made within the framework of this contract must be addressed to the MA of the Programme, in English, in writing, stating the project s code, acronym, priority theme and title, and the number of the contract and be sent to the following address: Ministry of Development, Competitiveness and Shipping, Greece Managing Authority of European Territorial Cooperation Programmes Document No. 12.1: OVERALL MA CONTRACT 11

12 65 Georgikis Scholis Ave, Thessaloniki GR Greece Contact Person: <name> Tel.: <..> Fax : <..> interreg@mou.gr Web: Should any part of this contract become null, that does not affect the entire contract. In case some terms of this contract are declared void, illegal or unenforceable by a competent judicial authority, the two parties agree to modify such terms in order to reflect their intention Any modification to this contract, including its annexes, without prejudice to the provisions of article 7 (Contract Modifications), must be made in writing and be subject to an addendum signed by both parties This contract is governed by Greek law and, should a dispute which cannot be settled amicably between the parties themselves arise, it will be brought before the competent courts in Athens, Greece This contract shall be communicated to <authorities>, <title of authority, address, full name and position of responsible person, contact details> All Programme Implementation Documents referred to in this contract, will be available on the Programme s web-site. Any modifications of the above documents shall be announced on the Programme s web-site. The above was agreed between the parties and in support thereof this contract was drawn up in two copies in English (one for the MA and one for the Overall Lead Partner) and signed as follows: For the Overall Lead Partner For the Managing Authority Athens Athens <NAME> THE ALTERNATE MINISTER Document No. 12.1: OVERALL MA CONTRACT 12