PARTNERSHIP AGREEMENT FOR THE IMPLEMENTATION OF THE SHARED WATERS
ENHANCEMENT AND LOUGH LEGACY PROJECT WITHIN THE FRAMEWORK OF THE
INTERREG VA PROGRAMME
Between the following partners:
LEAD PARTNER
1.
Northern Ireland Water Limited (company no. NI054463), of Westland House, Old
Westland Road, Belfast, County Antrim, BT14 6TE
Represented by: Dermott McCurdy
Amount of match funding: €[n]
PROJECT PARTNERS
2.
Irish Water Limited (company no. 530363), of Colvill House, 24-26 Talbot Street, Dublin,
Ireland
Represented by: Trudy Higgins
Amount of match funding: €[n]
3.
Agri-Food and Biosciences Institute, a statutory non-departmental public body created
under the Agriculture (Northern Ireland) Order 2004, of 18 Newforge Lane, Belfast, County
Antrim, BT9 5PX
Represented by: Dr Matthew Service
Amount of match funding: €[n]
4.
The Loughs Agency, a statutory non-departmental public body created under the
North/South Co-operation (Implementation Bodies) (Northern Ireland) Order 1999 (as
amended) of 22 Victoria Road, Londonderry, County Derry, BT47 2AB
Represented by: Paddy Boylan
Amount of match funding: €[n]
5.
East Border Region Limited (company no. NI034498), of 2 Monaghan Court, Newry,
County Down, BT35 6BH
Represented by: Pamela Arthurs
Amount of match funding: €[n]
Article 1: Project Objectives
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The Shared Waters Enhancement and Loughs Legacy Project, conducted based on the
INTERREG VA Programme shal contribute to the objectives set out in the Operational
Programme. These objectives are, in summary, to:
• [undertake scientific catchment investigations and model ing to inform implementation of
the most sustainable and beneficial capital improvements;
• demonstrate that Northern Ireland Water and Irish Water have complied with their required
action to improve their Water Framework Directive status;
• leave a tangible legacy model to address remediation of any residual pol ution through the
appropriate Water Framework Directive Programme of Measures; and
• utilise sustainable treatment technologies and innovative solutions for continued future
cross-border knowledge sharing.]
Article 2: Subject of the Partnership Agreement
By the present Partnership Agreement, the Lead Partner and the Project Partners shal define the
rules of procedure for the work to be carried out and the relations that shal govern them within the
transnational partnership set up in order to complete the aforementioned project.
The terms of reference of the project are indicated in the annexes. The annexes comprise:
• The Letter of Offer signed by the [Joint Secretariat] on behalf of the Managing Authority and co-
signed by the Lead Partner dated [date] (Letter of Offer)
• The Implementation Plan of the project with its time schedule and detailed budget included in
the finalised Application Form as received by the [Joint Secretariat] on [date]
Al annexes are an integral part of this Partnership Agreement.
Article 3: Duration of the Agreement
3.1
This Partnership Agreement shall take effect on the date on which it is signed by all
partners. It shal remain in force until the Lead Partner has discharged in ful its obligations toward
the Managing Authority.
3.2
Should the date on which the Project actual y starts precede the date the [Steering
Committee] has taken into account for eligible expenses, the expenses incurred by the partners
prior to that date shal be deemed non-eligible.
Upon approval by the [Joint Secretariat] of the final Activity Report and Payment Claim, the
agreement shal terminate on the date each of the Project Partners col ects their quota of the last
transfer for the settlement of the Programme grant.
3.3
The period in which the Project must be concluded may be altered with express written
permission from the [Joint Secretariat]. Modifications apply to al Project Partners.
3.4
Fol owing the termination of the agreement, al Project Partners are obliged to comply with
the obligations concerning the keeping and filing of documents.
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3.5
This agreement is entered into for the duration stipulated in article [3] and cannot be
extended without express written permission from the [Joint Secretariat].
Article 4: Lead Partner
4.1
The Lead Partner is responsible for the overall coordination, management and
implementation of the project.
The Lead Partner shal be the beneficiary of the grant and shal manage the funds in accordance
with the details of this Partnership Agreement. The Lead Partner assumes sole responsibility for
the entire project vis-à-vis the Managing Authority.
4.2
The Lead Partner shal appoint a Project Manager who has operational responsibility for
the implementation of the overal project and a Finance Manager.
4.3
The Lead Partner wil ensure timely commencement of the project and implementation of
the entire project within the time schedule in compliance with all obligations to the Managing
Authority. The Lead Partner shal notify the [Joint Secretariat] of any factors that may adversely
affect implementation of the project activities and/or financial plan.
4.4
Reception of payments from the [Certifying Authority] and the management of EU funds, in
particular their timely onward transfer to the Project Partners, review of the appropriate spending of
the EU funds by the Project Partners, and consolidation of the project-related individual accounting
records of the Project Partners and preparation of al required documents and records for the final
audit (with assistance of the Project Partners).
4.5
Preparation of a work plan setting out the tasks to be undertaken as part of the project and
the role of Project Partners in their implementation, and a project budget.
4.6
Preparation and submission of periodic progress reports, interim reports, final reports,
fol ow-up budget documentation, financial declarations, requests for payment, financial reports and
application for budget or contract
clause alterations.
4.7
Any other tasks agreed with the Project Partners.
Article 5: Project Partners
5.1
Project Partners are the organisations responsible for carrying out specific project activities
in the manner and scope as indicated in the approved application form.
5.2
More specifical y, the Project Partners wil be responsible for: 1) Carrying out the specific
activities set out in the project work plan or otherwise agreed; 2) Providing al information and data
to the Lead Partner that is required by the latter to coordinate and monitor the implementation of
the project and for reporting purposes; 3) Submitting confirmations by independent chartered
accountants (or equivalent) on the eligibility of their expenditure. 4) Notifying the Lead Partner of
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any factors that may adversely affect implementation of the project in accordance with the work
plan.
5.3
Project Partners agree to take al necessary steps enabling the Lead Partner to comply
with its responsibilities as set out in the Letter of Offer.
Article 6: Specific Activities
6.1 The main tasks of Northern Ireland Water Limited, referred to as the ‘Lead Partner’, are
summarised as fol ows:
1) appoint a project manager who wil accept the operational responsibility for the implementation
of the overal project and a financial manager;
2) define a communication plan to promote the Programme at local level approved by the [Joint
Secretariat] in relation with other Project Partners;
3) carry out the Project according to the action plan approved by the [Steering Committee];
4) implement the entire Project within the time schedule stated in the approved action plan and
fulfil the obligations arising from the approval of the Programme grant including the Programme
audit requirements;
5) implement the information and publicity measures as set out in the approved communication
plan;
6) receive the Programme grant and transfer it to the other partners;
7) manage and verify appropriate spending of the Programme grant;
8) ensure correctness of the Project’s accounting and produce al documents required for the final
audit;
9) establish the division of mutual responsibilities within the partnership;
10) edit and transfer periodic progress reports, intermediate activity reports, final reports, fol ow-up
budgetary documents, payment claims, financial reports and applications for budgetary or term
amendments to the [Financial Control Unit].
6.2 The main tasks of the Project Partners are summarised as fol ows:
1) accept the rules and the obligations set forth in the Letter of Offer and in the annexes and
see to compliance for his part of the project;
2) accept the project’s budget and pledge to release their part of the co-funding;
3) agree on a common response in the event of deficiency on the part of one of the Project
Partners and undertake to rapidly find a valid solution or substitution that is acceptable to
the [Steering Committee];
4) commit to keeping separate accounts and to providing the required data to prepare activity
reports and financial reports;
5) be held responsible for their regional budget (including the recouping of funds by the
Steering Committee in case of bankruptcy) for the entire amount of their in the programme;
6) pledge to implement the Communication and Publicity measures he has set out in the
Communication Plan submitted with the project application;
7) commit to participating in the evaluation and the dissemination of project results in
accordance with the Steering Committee’s requirements.
6.3 The main tasks of the Project Partners and the Lead Partner (in their function as Project
Partner), are summarised as fol ows:
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1) appoint a regional co-ordinator for the portion of the Project for which they are responsible
and give the Lead Partner a guarantee that they are entitled to represent the Project
Partners participating in the Project
2) implement the portion of the Project for which they are responsible and fulfil the obligations
arising from the approval of the Programme grant
3) draft activity, budgetary and financial reports that are to be submitted to the Lead Partner
4) immediately notify the Lead Partner of any events that could lead to a temporary or
permanent discontinuation or any other deviation of the Project
5) organise commitment of user groups in their region, their participation in the regional
project and pilot projects and their co-operation in the dissemination of the Project results
6) provide the necessary information and give access to their business premises to the
responsible auditing bodies implementing the Programme audit requirements, in particular
Regulation 1083/2006 of 11 July 2006, article 90
7) appoint members of the Regional Monitoring Groups
8) take part in the International Monitoring Board.
Article 7: Organisational Structure of the Partnership
7.1
For the successful management of the partnership and completion of the programme, a
‘Project Steering Committee’ wil be set up. The International Monitoring Board will be responsible
for monitoring the implementation of the project. The International Monitoring Board wil be chaired
by the Lead Partner and wil report to the [Joint Secretariat.] Its members shall include the Lead
Partner, Project Partners, subpartners and any other organisations or individuals deemed
appropriate by the Lead Partner. The International Monitoring Board shal meet on a [define
frequency] basis. The [Managing Authority] shal also be invited to attend meetings.
7.2
The International Monitoring Board will have the authority to delegate specific tasks or
responsibilities to such sub-committees as it shal deem appropriate to establish. These tasks may
include responsibility for financial control, the monitoring of project activities and evaluation of the
outcomes, and such other tasks as considered appropriate by the International Monitoring Board.
[Specify the detailed composition of the International Monitoring Board and any sub-committees,
their role and assignments, and the decision making process].
Article 8: Cooperation with third parties
8.1
In case of cooperation with third parties, including subcontractors, delegation of part of the
activities or of outsourcing, the Project Partner concerned shal remain solely responsible to the
Lead Partner concerning compliance with its obligations as set out in this Partnership Agreement.
The Lead Partner shal be informed by the Project Partner about the subject and party of any
contract concluded with a third party.
8.2
No Project Partner shal have the right to transfer its rights and obligations under this
Partnership Agreement without the prior consent of the other Project Partners and the responsible
programme implementing bodies.
8.3
Cooperation with third parties including subcontractors shal be undertaken in accordance
with the procedures set out in EU public procurement directives.
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8.4
Project Partners can, should they deem it necessary, notify their sub-partners of this
Partnership Agreement.
Article 9: Project Budget and Eligible Expenditure
9.1
The Lead Partner is responsible for preparing a project budget setting out an estimate of
eligible expenditure and funding (ERDF and Project Partner contributions by way of match funding
or co-financing). The budget shal be denominated in euro.
9.2
The eligibility of expenditure wil be determined based on Commission Regulations and
national laws. Eligible expenditure must be: 1) directly related to the subject matter of the project
and mentioned therein; 2) necessary for the implementation of the project as long as it is
reasonable and consistent with the principles of operational efficiency and economy; 3) actual y
incurred and are identifiable and verifiable in the accounting and taxation records of the Project
Partner;
9.3
Eligible expenditure may include the salaries plus social security charges and other
remuneration-related costs of staff assigned to the project, travel and subsistence costs for staff
involved in the project’s implementation, depreciation costs for equipment (new or used, costs of
consumables and supplies, expenditure on subcontracting, and costs deriving directly from the
requirements of the Letter of Offer (e.g. evaluation activities, dissemination of information).
9.4
The ERDF financial contributions shal be paid into the account of the Lead Partner who
shal be responsible for the administrative and financial management of the funds and for
distributing the funds between the Project Partners in accordance with their certified expenditure
incurred for project actions effectively carried out.
9.5
The Lead Partner shal quantify common managements cost and Project Partners agree
that these shal be met by the partnership as a whole. [Provisional annual budgets for each of the
Project Partners and for each activity to be attached together with a global provisional budget for
the whole project, specifying the ERDF funding rate to be appended to the Partnership
Agreement].
Article 10: Monitoring, Evaluation and Reporting
10.1
The Lead Partner has overal responsibility for monitoring the actions undertaken by the
Project Partners on an ongoing basis. Monitoring, evaluation and reporting requirements should be
appropriate given the nature and scale of the project and shal be decided by the Lead Partner in
consultation with the [Joint Secretariat.]
10.2
The Lead Partner is responsible for submitting interim reports to the [Joint Secretariat]
throughout the lifetime of the project as indicated in section [n] of the Letter of Offer and by the
official end date of the project in order for final payment to be received. These reports should
provide details of the activities undertaken as part of the project, the progress/outcomes achieved
against targets, expenditure incurred, an explanation for any variances against the work plan’s
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targets for physical outputs and budget, and proposed corrective actions, and any other information
deemed relevant.
10.3
Each Project Partner is obliged to supply the Lead Partner with al information that the
latter deems necessary for the preparation of reports of any kind to the Steering Committee or the
[Joint Secretariat], payment requests and other specific documentation, as are requested by the
Steering Committee or the [Joint Secretariat].
10.4
The Lead Partner shal inform all Project Partners on a regular basis of al relevant
communication between the Lead Partner and the Managing Authority, the [Joint Secretariat] and
the [Steering Committee].
Article 11: Financial Control and Audits
11.1
Al Project Partners are obliged to retain the documents required for the verification of the
implementation of the Project and eligible expenses and to make them available to the [Steering
Committee] or persons or bodies appointed by the [Steering Committee] to that effect.
11.2
The Lead Partner as wel as al Project Partners, individual y, must keep and file al
accounting documents and other documents for a period of three years as from the date of the last
transfer concerning the Programme grant (at least until [n].)
11.3
The national rules concerning the verification or the retaining of documents, from which the
partners may never deviate, shal remain applicable if they set forth stricter obligations.
The Project Partners shal refer to the budget approved by the Steering Committee, as wel as to
the detailed budget in order to determine the actual implementation of the eligible expenses.
Article 12: Accounting Principles
12.1
Al Project Partners commit to keeping separate accounts in accordance with the rules
prescribed by the [Steering Committee] and in accordance with the rules concerning eligible
expenditure. The accounts shall provide for registration in Euros of total expenses (expenditure)
and of the return (income) related to the Project.
Accounting reports or other documents, including copies of al pieces of evidence shal be
submitted to the Lead Partner or to the body appointed to that effect, in accordance with the
schedule and requirements stipulated by the Lead Partner.
The Project Partners are obliged to have their project accounting certified by an accountant or
auditor. Al partners must produce all documents and necessary information required for audit by
local, regional, national or European auditors, and give access to their business premises in
accordance with European Regulations.
12.2
The Lead Partner is the sole responsible party to the [Steering Committee] concerning the
realisation of payment claims and financial reports. The Lead Partner must ensure the reliability of
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the accounting and financial reports and documents drawn up by al Project Partners. The Lead
Partner can request further information and evidence to that effect.
In default of evidence or in the event of non-fulfilment of the Programme rules concerning eligibility
of expenses, the Lead Partner shal ask the Project Partner to review the submitted financial
documents. In case of repeated non-fulfilment, the Lead Partner shal be entitled to deny the
expenses submitted by a Project Partner. In such cases, the Lead Partner is obliged to inform the
concerned Project Partner of the denial of expenses and the motivation thereto.
12.3
The financial, accounting and reporting policy of the Lead Partner (as wel as its directions
and requests towards the other Project Partners in connection therewith) shal be based on the
rules and regulations determined by the Programme in respect of the Project and in general as
interpreted by the Lead Partner. The Lead Partner shal use reasonable endeavours to obtain
clarification and/or comfort in respect of such rules, regulations and interpretation where
appropriate, in order to avoid differences of opinion with the [Steering Committee] which might lead
the [Steering Committee] to reduce discontinue or even re-claim subsidies from one or more of the
Project Partners. The Lead Partner, however, shal not be responsible and/or liable towards the
other Project Partners for any adverse consequences resulting from a different interpretation
and/or approach of relevant rules and regulations by the [Steering Committee] at any stage of the
Project.
12.4
The Lead Partner is responsible for the Project’s overal accounts to be distinguished from
the accounts drawn up in the region in which they are the Project Partner.
Article 13: Communication and Publicity
13.1
The Project Partners shal implement the communication and publicity measures in
accordance with the project application and Commission Regulations on information and publicity
measures to be carried out by the Member States concerning assistance from the Structural
Funds. They shal play an active role in any actions organised to disseminate the results of the
project. Any public relations measure shal be coordinated by the Lead Partner.
13.2
Each Project Partner shal point out in the framework of any public relations measures that
the project was implemented through financial assistance from funds of the present Community
Initiative programme.
Article 14: Dissemination of Project Outcomes
The Lead Partner and the Project Partners shal take note of the fact that the results of the project
may be made available to the public and they agree that the results of the project shall be available
for al interested parties. Furthermore, they commit to playing an active role in any actions
organised to capitalise on, disseminate and valorize the results of the project.
Article 15: Intellectual Property Rights
The Lead Partner and the Project Partners shal ensure that al products developed within the
framework of the project are, subject to the provisions of national laws regarding intel ectual
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property, kept free of al rights. They explicitly commit to giving up al patrimonial rights on teaching
material, methodologies and other products of any nature resulting from the project.
Article 16: Results of Joint Activities
The result of the joint activities covered by the [Project] concerning reports, documents, studies,
electronic data and other products, be they disseminated free of charge or commercial y, are the
joint property of the Project Partners.
The Project Partners dispose of the property in accordance with mutual y agreed upon rules, based
on the prevailing rules of co-authorship.
The Project Partners explicitly commit themselves, and without a time limit, to stating that the
implementation has taken place with the co-operation of the Programme.
Article 17: Confidentiality Requirements
17.1
Although the nature of the implementation of this Project is public, it has been agreed that
part of the information exchanged in the context of its implementation between the Project Partners
themselves or with the [Joint Secretariat] or Steering Committee, can be confidential. Only
documents and other elements explicitly provided with the statement “confidential” shal be
regarded as such.
This mainly concerns studies that have been made available to one of the parties in the context of
the Project concerning methods, know how, files or any other type of document label ed
confidential. This information can only be used by the Project Partners according to the provisions
of this agreement.
17.2
Project Partners commit to taking measures so that al staff members carrying out the work
respect the confidential nature of this information, and do not disseminate it, pass it on to third
parties or use it without prior written consent of the Lead Partner and the institution that provided
the information.
The Project Partners commit to taking the same measures to maintain the confidential nature of the
information, as they would do should it concern their own confidential information.
17.3
This confidentiality clause shall remain in force for two years fol owing the termination of
this Partnership Agreement.
Article 18: Modifications, Withdrawals and Disputes
18.1
Any modification to the present Partnership Agreement shal form the subject of an
additional clause to this contract, which shal be submitted for the approval of the Project Partners
as represented in the International Monitoring Board.
18.2
The Lead Partner and the Project Partners agree not to withdraw from the Project unless
there are unavoidable reasons for it. If this were nonetheless to occur, the Lead Partner and the
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Project Partners shall endeavour to cover the contribution of the withdrawing Project Partner, either
by assuming its tasks or by asking one or more new partners to join the partnership.
18.3
In case of any disputes among themselves, the Project Partners are obliged to work
towards an amicable settlement. Disputes wil be referred to the Steering Committee. If efforts to
achieve an amicable settlement should fail, the Project Partners are obliged to seek an out-of-court
arbitration procedure [specify the nature of this procedure].
18.4
Any legal dispute that may result from or in connection with this present Partnership
Agreement, including such over the validity of this present Partnership Agreement itself and this
arbitration clause, wil be final y decided in accordance with the jurisdiction of the country where the
Lead Partner is domiciled.
Article 19: Non-fulfillment of Obligations or Delay
19.1
Al Project Partners are obliged to promptly inform the Lead Partner and to provide the
latter with al the useful details should there be events that could jeopardise the implementation of
the Project.
19.2
Should one of the Project Partners be in default, the Lead Partner shal admonish the
respective partner to comply within a reasonable period of time, a maximum of one month.
19.3
Should the non-fulfilment of obligations continue, the Lead Partner may decide to debar
the Project Partner concerned from the Project, with approval of other members of the International
Monitoring Board. The Steering Committee shal be promptly informed of such a decision.
The debarred partner is obliged to refund to the Lead Partner any Programme funds received
which cannot be proven on the day of debarring that they were used for the implementation of the
Project according to the definition of eligible expenses stated in the Programme rules.
19.4
In cases where the non-fulfilment of a Project Partner’s obligations has financial
consequences for the funding of the Project as a whole, the Lead Partner may demand
compensation to cover the sum involved.
Article 20: Reduction and Discontinuation of the Programme Grant
Should the Steering Committee be forced to reduce or discontinue the grant referred to in the
Letter of Offer, attached as Annex [n] to this Partnership Agreement, and should this entail ful or
partial refunding of the Programme funds already transferred, al Project Partners are obliged to
refund the Programme funds to the Steering Committee (by way of the Lead Partner) according to
the final financial settlement.
The final financial settlement, drawn up on the basis of the final expenditure certificate approved or
denied by the Steering Committee, shal show, both for the overal Project as wel as for every
Project Partner, the status of the eligible expenses approved by the Steering Committee, and the
portion al ocated to al Project Partners of the Programme grant. This determines the amount al
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Project Partners must refund, and shal be held accountable for the ful amount of such community
funds to be repaid by such Project Partner, should the Steering Committee claim such funds from
the Lead Partner.
Article 21: Working Language
The working language of this Partnership Agreement shall be English. In case of translation of this
document into another language, the English language version shal be the binding one.
Article 22: Legislation and Force Majeure
22.1
This Partnership Agreement is governed by the law of Northern Ireland, being the law of
the country of the Lead Partner.
22.2
The provisions of Community Law, particularly the provisions of Articles 30, 32 and 59 of
the EC Treaty, as wel as the provisions of the Community Directives concerning co-ordination of
procedures for the award of public service contracts, public supply contracts and public works
contracts, and the provisions of Community environmental law must be complied with when
entering into contracts concerning actions or investments in the context of this Project. The
provisions of this Partnership Agreement that unlawful y deviate from these provisions shal be
deemed as unwritten.
22.3
No party shal be held liable for not complying with obligations ensuing from this
Partnership Agreement should the non-compliance be caused by force majeure. If such a case
arises, the Project Partner involved shal announce this immediately in writing to the other Project
Partners. Al events or circumstances independent of this wil of the partners that impede the
implementation of the agreement shal be deemed force majeure.
Article 23 : Legal Succession
In cases of legal succession (e.g. where the Lead Partner changes its legal form), the Lead Partner
is obliged to transfer al duties under this contract to the legal successor.
Article 24 : Nullity
Should one of the provisions of this Partnership Agreement be declared nul or void in the national
law of one of the parties or the law governing this Partnership Agreement, this shal not render the
remaining provisions nul and void.
The fact that one of the parties does not request application of one of the provisions of the
agreement does not imply that this party waives such provision.
Article 25 : Lapse of Time
Legal proceedings concerning any issue ensuing from this Partnership Agreement may not be
lodged before the courts more than three years after the fact. In the event of legal proceedings
concerning a claim to refund funds, a period of three years fol owing the last transfer shal be
applied.
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Article 26 : Domicile
To the effect of this agreement, the Project Partners shall irrevocably choose domicile at the
address stated in their letterhead where any official notifications can be lawful y served.
Any change of domicile shal be forwarded to the Lead Partner within 15 days fol owing the change
of address by registered mail.
Article 27: Final Statement
The EC guidelines and the distributed financial and legal obligations are considered to be integral
part of this contract between the Project Partners.
Article 28: Concluding Provisions
This present Partnership Agreement can only be changed by means of a written amendment that is
signed by al Project Partners. Modifications to the project (work plan, budget, etc) that are
approved by the Steering Committee shal be effective as alterations of this present Partnership
Agreement, also without adherence to this formal requirement.
Written in [Belfast] in [specify number] original copies, on [specify date]
Northern Ireland Water
[Name and title of legal representative]
[Signature]
[Name of Project Partners]
[Name and title of legal representatives]
[Signatures] etc.
Annexes
a) Project Work Plan
b) Project Budget
c) Application form and financial annexes
d) Letter of Offer
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