Project Rural and Regional Development Support to the Republic of Serbia is financed by the Swiss Agency for Development and Cooperation (hereinafter referred to as: Donor ) and implemented by a NIRAS IC Sp. z o.o. led consortium. NIRAS IC Sp. z o.o. with its registered office in Poland, Warsaw, address: Puławska 182 St., 02-670 Warsaw, Poland, registered in the entrepreneur's register of the National Court Register, maintained by the District Court for the Capital City of Warsaw in Warsaw, 13 th Commercial Division of the National Court Register, under the KRS number: 0000026222, tax identification number (NIP): PL5261011123, business identification number (REGON): 010739890, acting as the RRDS Managing Authority of the Fund (hereinafter referred to as: the Managing Authority or MA ), represented by dr Jacek Niewiadomski, President of the Management Board and Mr. Adam Iwaszko, Member of the Management Board and Name of organization, Title, Address, Register Number, Tax Identification Number and Business Identification Number (if applies), acting as Lead Partner (hereinafter referred to as: LP ) and representing the partners (according to Application form) of the respective project (provided that provision of the Contract referred to at least one of them - LP or PP further referred to as: LP/PPs ), represented by authorized representative Mr./Ms. [***], Title/function hereby conclude the following GRANT AGREEMENT / DONATION CONTRACT NO... (hereinafter referred to as: the Contract ). Article 1 General Provisions The subject matter of this Contract is the legally binding agreement on implementation of the project (further referred to as: the Project ) financed from the Fund under the Rural and Regional Support to the Republic of Serbia project: 1
Project Name: Project Number: Project value Donor contribution (CHF and % Co-financing (CHF, source of funds) LP Organisation: % and CHF Project duration and Project closure date: months / [***] Date of submission of application: Article 2 Legal framework 1. This Contract is concluded on the basis of: a. Contract Number 7F-08396.01 (81038139), Project: Rural & Regional Development Support to Serbia; b. Guidelines for Applicants; c. Approved Application Form; d. Decision of the Project Steering Committee (hereinafter referred to as: PSC ) on the approval of the Project; e. Relevant provisions of Polish contract law (i.e. Polish Civil Code). 2. The Project shall be implemented by LP/PPs with increased due diligence, in compliance with: a. Relevant provisions of Polish contract law (i.e. Polish Civil Code); b. the Contract and the approved Application form (which shall be an integral part of the Contract); c. Guidelines for Applicants;
d. Decision of the PSC on the approval of the Project; e. Implementation Guidelines and f. any other relevant documents. Article 3 Award of Contract 1. PSC has approved the project [XX] (referred to as the Project) on [date]. 2. This Contract shall enter into force on the date when the second of two Parties signs. 3. LP/PPs are obliged to: a. Implement the Project following its objective; b. Perform all proposed activities indicated in the approved Application form following the project timetable; c. Submit all and any interim and final financial and narrative reports within time limits indicated in the Contract and d. Avoid any irregularities during implementation of the Project and its sustainability period as further defined in the Contract (for the purpose of the Contract irregularity shall be construed as any infringement of a provision of the Contract or a relevant provision of Polish contract law (i.e. Polish Civil Code) resulting from an act or omission by LP/PPs which has, or would have, the effect of prejudicing the general budget of the Rural and Regional Development Support to the Republic of Serbia Fiduciary Fund to Support Local Initiatives by charging an unjustified item of expenditure to that budget). Except in the case of advance payments, disbursement of the donor contribution will be made subject to the review and validation of the interim and final financial and narrative reports by the RRDS project team. Article 4 Object of use and eligibility of costs 1. Costs for the project implementation are eligible according to the principles set up in the Guidelines for Applicants and if they were incurred within the period commenced as of [the day of submission of the Application form] and terminated as of [***].
2. Any costs for the project implementation shall be eligible only provided they are actually incurred by LP/PPs during the Project (within the period indicated in the paragraph 1 above), contributing to the objectives of the Project in an economic, efficient and effective manner, necessary for the Project implementation, indicated in the Application form and determined according to the usual accounting principles of LP/PPs and sufficiently documented (in particular, with invoices). 3. Within the period commenced as of the day of submission of the Application form and ended as of the day of conclusion of this Contract, LP/PPs shall incur any costs for the Project implementation at his/their own risk. Unless aforementioned costs meet all requirements stated in the Article 4 of this Contract, they shall not be eligible or reimbursed to LP/PPs. 4. Following costs are not eligible: a. Purchase of real estate of land; b. In kind contributions use of own premises / conference rooms and equipment; c. Fines, financial penalties and expenditure on legal disputes and litigation; d. Costs related to fluctuation of foreign exchange rate; e. Interest on debts; f. VAT; g. Costs оf project preparation; h. Representation costs. 5. In case of the increase of the level of cost of the Project, MA shall not be obliged to increase the rate of the donation granted to LP. Article 5 Project modifications 1. Without prejudice to remaining provisions of this Contract, LP is entitled to apply for change in the Application form during Project implementation. Depending on the impact on the Project, it can be distinguished between minor and major Project modifications. Minor modifications can be approved by the RRDS project team and major ones by the PSC. 2. LP is obliged to notify to MA any unpredicted Project modifications within 7 (in words: seven) calendar days since the modification has occurred and to inform MA about any other Project modifications within 30 (in words: thirty) days prior to aforementioned Project modifications becoming effective.
3. A major project modification shall be construed as any substantial change to the Project affecting its nature, objectives or implementation conditions which would result in undermining its original objectives, in particular: a. changes in Project partnership (replacement of a partner, withdrawal of a partner, additional partner); b. transfer between the main budget headings involving a variation of 25% or more %; c. a cessation or relocation of a productive activity outside the programme area (Sremski and Mačvanski Administrative Districts or Kolubarski and Šumadijski Administrative Districts, the Republic of Serbia); d. a change in ownership of an item of infrastructure which gives to a firm or a public body an undue advantage; e. budget reallocation between partners exceeding 25% of the total budget; f. major adaptations of the work plan; g. extension of the Project duration for 2 or more months. 4. A minor project modification is any other Project modification which does not fulfil criteria of the major Project modification as set in the provision above, in particular: a. adjustment between budget heading and budget reallocation between partners not exceeding 25% of the total budget; b. minor adaptations of the work plan; c. extension of the Project duration for less than 2 months. 5. Without prejudice to remaining provisions of the Article 5 of this Contract, MA shall have an exclusive right to assess whether a project modification shall be qualified as a minor modification or a major modification unless the Contract provides otherwise. Article 6 Request for payments 1. The advance payment in the amount of 40% of Donor contribution will be made within 15 calendar days after the signature of this Contract and request by the LP. The funds will be disbursed in CHF and transferred to LP account indicated in the Application Form. 2. MA shall not be responsible for any delay in payment unless it is solely responsible for that delay.
3. LP can submit the request for further pre-financing, i.e. the second payment amounting 50% of Donor contribution once at least 70% of the first payment is spent. Request for payment is to be submitted together with financial and narrative report following the previous period. 4. Final financial and narrative report has to be submitted by LP (with a copy to MA) in 30 calendar days after the Project closure to the RRDS project team, as indicated in the Article 1. Expenditures presented in the aforementioned report should be in CHF. 5. Once the final financial and narrative report has been received by the RRDS project team and the review and validation of the final financial and narrative reports have been done successfully, the MA will transfer remaining donor contribution, of up to 10 % of the Donation value, in CHF to the LP bank account within 30 calendar days. 6. The Donation may not exceed the maximum ceiling either in terms of the absolute value or the percentage stated therein. All payments made by MA will be done in accordance with SHA payment instruction for international transfers. If the eligible costs of the Action at the end of the Action are less than the estimated eligible costs, the Donation shall be limited to the amount obtained by applying the percentage laid down in the Article 1 to the eligible costs of the Action approved by the MA 7. Provided any actualisation to any financial schedules in the Application Form is necessary, LP proposal of those actualisations shall be attached to the interim financial and narrative reports or the final financial and narrative report. 8. All costs incurred by LP/PPs shall be appropriately documented i.e. with invoices, pay slips, VAT exemptions, contracts, mileages, prior information notice regarding procurement procedure (as published on the internet website of the LP/PPs), statements on existence of any links or lack of those links between the LP/PPs and their contractor whose offer has been selected in the procurement or on the existence of the conflict of interests, certified copies of which shall be attached to every interim financial and narrative report and final financial and narrative report. Failure to provide MA with the appropriate documentation shall result in the refusal to reimburse any costs which have not been fully documented. 9. For the purpose of the Article 6 paragraph 8 of the Contract, a certified copy shall be also construed as a copy which conformity with the original document has been stated in writing by representatives of LP/PPs under pain of penal or contractual consequences. 10. MA has the right to request LP to correct any mistakes in the interim financial and narrative report or the final financial and narrative report or to provide any additional documents or explanations which MA finds necessary. 11. MA has the right to withhold any payment in case of any reasonable suspicion that any irregularity or any violation to the Contract or relevant provision of Polish contract law (i.e. Polish Civil Code) or Guidelines for Applicants or any infringement of LP/PPs legal or contractual obligations
regarding the Project implementation has occurred or may occur, in particular if there has been no development in the Project implementation since submission of the last interim financial and narrative report. Article 7 Obligation to provide financial and narrative reports 1. LP shall provide the MA with all required information on the implementation of the Action. The financial and narrative report shall describe the implementation of the Action according to the activities envisaged, difficulties encountered and measures taken to overcome problems, eventual changes introduced, as well as the degree of achievement of its results (impact, outcomes or outputs) as measured by corresponding indicators. The financial and narrative report shall be laid out in such a way as to allow monitoring of the objective(s), the means envisaged or employed and the budget details for the Action. The level of detail in any financial and narrative report should match that of the Description of the Action and of the Budget for the Action. The LP shall collect all the necessary information and draw up consolidated interim and final financial and narrative reports. These reports shall: a) cover the Action as a whole, regardless of which part of it is financed by the MA; b) consist of a narrative and a financial report drafted using the templates provided in the Implementation Guidelines; c) be drafted in the currency (CHF) and language (English) of this Contract; d) include any relevant reports, publications, press releases and updates related to the Action. 2.2. Additionally the final report shall: a) cover any period not covered by the previous reports; b) include the proofs of the transfers of ownership of equipment purchased. 2. The first interim financial and narrative report is due half-way through the project implementation. The report in question needs to be submitted within 15 days after the reporting period using the templates included in the Implementation Guidelines. The final financial and narrative report is due 30 days after the Project closure date as included in the Article 1 of this Contract. 3. The MA may request additional information at any time. The LP shall provide this information within 30 days of the request, in the language of the Contract. Article 8 Obligations and liability of the Lead Partner
1. LP solely bears the overall financial and legal responsibility for the Project and for the PPs. 2. In addition to the obligations of LP as already stated, LP undertakes: a. to ensure that a separate accounting code is opened for the Project in the accounting systems of each of LP/PPs and to ensure that any received Donor funds could be clearly identified and repaid if necessary due to irregularities; b. to take all necessary precautions to avoid conflict of interests and to inform PSC and MA without any delay with the situation constituting or likely to lead to any such conflict. There is a conflict of interests where the impartial and objective exercise of the functions of any person under the Contract is compromised for reasons involving family, emotional life, political or national affinity, and economic interest or any other shared interest with another person. Article 9 Procurement rules 1. Any acquisitions of works or supplies of services within the Project shall comply with basic standards of public procurement which are derived directly from the rules and principles of the European Union treaties and jurisprudence of European Court of Justice / Court of Justice European Union, i.e. equal treatment, non-discrimination, proportionality and transparency and which shall be construed as in: a. the Commission interpretative communication on the Community law applicable to contract awards not or not fully subject to the provisions of the Public Procurement Directives (2006/C 179/02) or b. the Directive 2014/24/EU on public procurement. 2. LP/PPs are obliged to prepare and conduct procurement in compliance with rules indicated in the paragraph 1 above and to ensure that all contractors are treated equally and without discrimination. 3. LP/PPs are obliged to act in a transparent and proportionate manner and to establish transparent criteria of selection of offers that do not restrict access to procurement procedure for any contractor in an undue manner. Any requirements regarding offers shall be connected with the object of the procurement procedure and the Project. 4. LP/PPs ensure that all contractors have an equal access to the entire relevant documentation and information regarding the procurement procedure and none of contractors is treated more or less favourably than all other remaining contractors.
5. LP/PPs are obliged to publish prior information notice regarding all procurement procedures above 500 CHF on its internet website in the easily accessible position and to send procurement notice to at least three potential contractors. 6. LP/PPs shall take all appropriate measures to effectively prevent, identify and remedy conflicts of interest arising in the conduct of procurement procedures so as to avoid any distortion of competition and to ensure equal treatment of all contractors. LP/PPs shall not enter into any contract in the case of occurrence of circumstances that may result in justified doubts as to his/her impartiality, in particular provided there is a following link between LP/PPs and the contractor: a. participation in the LP/PPs or the contractor as the shareholder or as the partner in the civil partnership; b. holding at least 5% of shares LP/PPs or the contractor; c. being a member of the management board or the supervisory board of LP/PPs or the contractor or its proxy; d. participation in the procedure of procurement organisation or offer selection; e. any other legal relationship which may create substantial doubt as to LP/PPs objectivity (such as parentage, marriage, affinity and collateral relatives). 7. Failure to comply with procurement rules indicated in the Contract or relevant provisions of Polish contract law (i.e. Polish Civil Code) shall result in ineligibility of all or part of costs related to that procurement. 8. LP/PPs shall provide MA with the certified translation into English of any contract which they shall enter into as a result of the procurement procedure with regard to the Project implementation. Article 10 Control of the Project implementation 1. LP/PPs are obliged to submit to control of the Project implementation (or during the period of sustainability of the Project) which shall be conducted by MA or any other relevant bodies and submit entire documentation regarding implementation of the Project (and/or maintenance of its results) and the execution of the Contract to relevant bodies which are responsible for the control of the Project implementation (and/or maintenance of its results). Providing it is necessary to assess the eligibility of the costs incurred by LP/PPs, LP/PPs are obliged to submit its entire documentation regardless whether it is related to the Project implementation. 2. LP/PPs are obliged to ensure that any of their formal or informal representatives which would be present during the control of the Project in its premises shall be able to provide MA or any other relevant bodies with all necessary explanations regarding implementation of the Project (and/or
maintenance of its results). LP/PPs shall submit to the MA or any other relevant bodies any documents regarding implementation of the Project (and/or maintenance of its results), in particular the eligibility of costs incurred, make all the premises related to the Project implementation available and submit any other required information and explanations. 3. LP/PPs shall be notified on the control not later than 5 (in words: five) days before the control. 4. MA or any other relevant bodies shall provide LP/PPs with written information on the results of the control and recommendations regarding activities that shall be taken by LP/PPs to ensure a proper implementation of the Project (and/or maintenance of its results). 5. In case of any reasonable suspicion that costs incurred by LP/PPs may be ineligible or that any infringement to the Contract provisions has occurred or might have occurred, MA is entitled: a. to withhold any payment to LP/PPs until all those suspicions shall be found unjustified; b. to conduct another control of Project implementation (and/or maintenance of its results), without a prior written notice to LP/PPs. 6. LP/PP shall address any reservations of MA or any other relevant bodies regarding the Project implementation (and/or maintenance of its results) within 7 (in words: seven) calendar days since the delivery of the written information on the results of the control. 7. Without prejudice to remaining provisions of the Article 10 of this Contract, MA has the right to conduct control of the Project implementation (and/or maintenance of its results) without a prior written notice to LP/PPs in case of any reasonable suspicion that costs incurred by LP/PPs may be ineligible or that any infringement to the Contract provisions has occurred or might have occurred. Article 11 Information and Communication 1. All information and communication measures provided by within the LP Project, must acknowledge support from the Donor in compliance with the requirements set in the Guidelines for Applicants and Implementation Guidelines. 2. The LP is, in the frame of all activities, obliged to inform the public about the support obtained. Once the project has ended this information must include the main results and outputs available for dissemination. Article 12 Security of the Contract
1. Any legal claims of MA resulting from the Contract towards LP/PPs which arise from or are related to the Project implementation period (in particular, any legal claims regarding repayment of undue contribution or damages for non-performance or improper performance of the Contract) shall be secured by, alternatively: a) the blank promissory note not to order with the certified signatures of representatives of LP/PPs with the promissory note declaration (a sample form of which is attached to the Contract as the schedule no. 5) or b) bank guarantee valid till releasing of the final payment (two months after the project expiry date). 2. LP/PPs shall not be obliged to secure any of the potential legal claims of MA towards LP/PPs regarding maintenance of the Project results within the sustainability period. 3. MA shall have an exclusive right of selection of one of two forms of security, indicated in the Article 12 paragraph 1 of the Contract. 4. Providing that establishment of the security of the Contract indicated in paragraph 1 above is not possible or MA approves another form of security, it shall be possible for LP/PPs to establish such a security on the terms that would be the subject of the separate agreement of MA and LP/PPs. 5. Any security of the Contract indicated in the paragraph 1 of 4 above shall be established for the period of duration of the Project (as stipulated in the Contract and potential subsequent amendments to the Contract). 6. Establishment of such security shall be a legal prerequisite of entering into the Contract by both parties to it. 7. In case of any reasonable doubts regarding LP/PPs solvency or reliability as the party to the Contract, MA is entitled to request LP/PPs to establish additional security of the Project implementation. Article 13 Sustainability of the Project 1. Unless otherwise clearly specified in the Description of the Action in Annex I, the equipment, vehicles and supplies paid for by the Budget for the Action shall be transferred to the final beneficiaries of the Action, at the latest when submitting the final financial and narrative report. The written proof will be submitted to MA. 2. Within the period of 3 (in words: three) years following the day of transfer of the last due payment by the MA to the bank account of LP, Project shall not be subject to any substantial change
affecting its nature, objectives or implementation conditions which would result in undermining original objectives of the Project. 3. Within the period of sustainability of the Project, LP/PPs shall refrain from any actions resulting in the infringement of the Article 13 paragraph 2 of the Contract, in particular: a. a cessation or relocation of a productive activity outside the programme area (Sremski and Mačvanski Administrative Districts or Kolubarski and Šumadijski Administrative Districts, the Republic of Serbia); b. a change in ownership of an item of infrastructure, equipment, vehicles or supplies paid for by the Budget for the Action or making it available to any third party (e.g. on the basis of purchase agreement or lease agreement), especially wh1en change in ownership or other legal or factual actions of LP/PPs regarding an item of infrastructure, equipment, vehicles or supplies mentioned herein gives to a firm or a public body an undue advantage; 4. Within the period of sustainability of the Project LP/PPs are obliged to submit to MA financial and narrative reports regarding any modifications to the Project or maintenance of its results (i.e. number of new employees, information on LP/PPs turnover etc.) on an annual basis. MA reserves the right to inform Donor in case of any progress or deviation from initially set objectives Article 14 Right of termination 1. MA is entitled to, depending on the case, totally or partially to terminate this Contract, on a basis of a decision made by the PSC, by a registered letter and, where relevant, to demand total or partial repayment of funds, if: a. LP has obtained the funds through false or incomplete statements or has submitted any false or incomplete statements to MA during the implementation or control of the Project implementation; b. the project has not been or cannot be implemented, or it has not been or cannot be implemented in due time; c. LP/PPs refuse to subject the Project implementation (and/or maintenance of its results) to control by MA or any other relevant bodies or hampers control of the Project implementation (and/or maintenance of its results); d. LP/PPs fail to submit all required documents or explanations to MA or any other relevant bodies during the control of the Project implementation or the control of maintenance of Project s result;
e. LP/PPs fail to address any reservations of MA or any other relevant bodies regarding the Project implementation within period indicated in the Article 10 paragraph 6 of the Contract or to implement the recommendations in the most appropriate way; f. LP fails to submit interim financial and narrative report or final financial and narrative report within the agreed time limits; g. LP/PPs fail to comply with procurement rules indicated in the Contract or relevant provisions of Polish contract law (i.e. Polish Civil Code); h. LP fails to inform MA about Project modifications in the period indicated in this Contract or modifies the Project regardless of lack of approval of RRDC or PSC or objection of RRDC or PSC; i. LP/PPs have infringed the Article 9 of the Contract; j. LP/PPs are or have become insolvent; k. implementation of the Project has commenced before the submission of the Application form, regardless of the level of expenditure incurred by LP/PPs prior to submission of the Application form; l. there has been a change in LP/PPs legal status (e.g. due to transformation procedure) which MA has not granted consent to; m. LP fails to establish an additional security in the period stipulated by MA, contrary to Article 12 paragraph 7 of the Contract. n. any other breach to provisions of the Contract has occurred that result in the improper implementation of the Project; o. any irregularity has occurred that renders further implementation of the Contract impossible or aimless; p. LP/PPs fail to fulfil any other conditions or requirements for assistance stipulated in the Contract, notably if these conditions or requirements are meant to guarantee the successful implementation of the programme objectives; q. it is indicated in the Contract that MA is entitled to or has the right to terminate the Contract. 2. If the MA exercises its right of termination and decides to terminate funding, LP is obliged to immediately (within seven calendar days) refund all not yet disbursed amount of the Donor contribution to MA. 3. If the MA exercises its right of termination and decides to terminate funding, it is entitled to request LP to return the entire or the part of contribution (depending on the nature and the gravity of the infringement of LP/PPs legal and contractual obligations) within 14 (fourteen) days since the delivery of the request of return of funds or to activate the bank guarantee.
4. If LP fails to return the entire donation, MA is entitled to issue subsequent request of return of funds with the statutory interest at the rate specified as for the tax arrears calculated from the date of transfer of funds to the bank account of LP. Article 15 Archiving of project documents The LP/PPs are at all times obliged to retain for audit purposes all official files, documents and data about the Project in their original form in a safe and orderly manner until 10 years after the closure date. Longer statutory retention periods stated by national law remain unaffected. The LP as well as PPs will produce all documents required for the controls and audit, provide necessary information and give access to its business premises. Article 16 Concluding provisions 1. Contact person responsible for the execution of this Contract for the MA is: NIRAS IC Sp. z o.o.: Name. RRDS Project Name Contact person responsible for the execution of this Contract for the LP is: Name 2. Any and all notices relating to this Agreement shall be made in writing in English and should be delivered by a courier, registered mail, fax, email or in person on the addresses and names indicated hereinabove. 3. This Contract is governed by the contract laws of the Republic of Poland (i.e. Polish Civil Code). In case of any dispute between the parties concerning their contractual relationship which could not be resolved amicably shall be referred to the place of jurisdiction which is Court in Warsaw, relevant for the registered office of MA. 4. Any amendments of this Contract shall be concluded in written form otherwise null and void. 5. This Agreement has been executed in two counterparts, one for each of the Parties.
[SIGNATURES OF THE PARTIES TO THE CONTRACT ON THE FOLLOWING PAGE] Signatures: Place and date: Place and date: Signature dr Jacek Niewiadomski, NIRAS IC Sp. z o.o., Signature Signature Name Title Name of LP organisation Stamp of the LP organisation (if applicable) [***], NIRAS IC Sp. z o.o. Acting as the Managing Authority of the Fiduciary fund Attachments: 1. Information from the relevant Commercial Register for LP; 2. Information from the relevant Commercial Register for every PP; 3. Power of attorney for the representative of LP to enter into Contract on behalf of LP (if necessary); 4. Application 5. Budget 6. Others