Model Grant Agreement vs Consortium Agreement Jana KRATNOV

Model Grant Agreement vs Consortium Agreement Jana KRATĚNOVÁ, TC AS CR Gonzalo AREVALO, ISCIII Rome, 28 th October 2015 Legal and Financial Framework in H 2020 Proposals

TOPICS TO BE COVERED • • • MGA vs CA MGA generally MGA – Amendment CA CA HNN 2. 0 Rome 10/28/2015 2

Model Grant Agreement vs Consortium Agreement GA and CA are differnt documents, But they are very related and somehow should tend to be mimetic 10/31/2020 3

Model Grant Agreement vs Consortium Agreement Internal arrangements between beneficiaries —Consortium agreement The beneficiaries must have internal arrangements regarding their operation and coordination to ensure that the action is implemented properly. These internal arrangements must be set out in a written ‘consortium agreement’ between the beneficiaries, which may cover: Art 41. 3 MGA - internal organisation of the consortium; - management of access to the electronic exchange system; - distribution of EU funding; - additional rules on rights and obligations related to background and results - settlement of internal disputes; - liability, indemnification and confidentiality arrangements between the beneficiaries. The consortium agreement must not contain any provision contrary to the Agreement. Rome 10/28/2015 4

GA prevails over the CA In case of discrepancy GA clauses prevails over the CA articles. Within the GA the prevalence order is: GRANT AGREEMENT: TERMS AND CONDITIONS ANNEX II ANNEX I CONSORTIUM AGREEMENT 10/31/2020 5

From the Proposal to the GA A-1 Title, Acronym, Co. Co, Duration, … A-2 Pa. Co’s, % Funding rate, Info for access forms A-3 Annex 2: Estimated Budget Proposal Part B Annex 1: Description of the Action 10/31/2020 6

From the GA to CA Beneficiaries Signatories of the CA 2. 2 Measures to max Impact 2. 2. a Exploitation and Communication Section 9: Results Section 10: Access Rights 3. 1 Work Plan: WPx Coordination WPy Exploitation and Comm Sections: 4. Responsibilities of Parties 6. Gov Structure 3. 2 Mgmt structure & Procedures: 3. 2. 1 Organisation structure 3. 2. 2 Decision Making 3. 2. 3 Comm & Reporting 3. 4 Resources to be commited: Sections: 4. Responsibilities of Parties 6. Gov Structure 8. Financial Provisions 10/31/2020 7

Grant Agreement Main Structure TERMS AND CONDITIONS Annex I: Description of the action Annex II: Estimated budget Annex III: Accession Forms Annex IV: Model Financial statements Annex V: Model Certificate on the financial statements Annex VI: Model Certificate on the methodology 10/31/2020 8

Grant Agreement Main Structure TERMS AND CONDITIONS d, d a o t ses of the action u a l c Annex I: ec. Description l ia p s r e ong l y n a t Annex II: s, o P J n E s , i s Estimated budget & IA There the s A o I t R d : s, IE linke ( A t G n but: M e nt Annex. In. III: um. Accession Forms e r r t e s f f i - D SME , I C P are s e PCP& s nt u a r a l g c / e th les c g i t n i r r a topic) Annex u IV: Model Financial statements c d ifi d c e e d p e s e ne m n o o i S t c a d ( V: e t a Annex Model Certificate on the v i t ac ) ! n tio a financial statements r a p e pr Annex VI: Model Certificate on the methodology 10/31/2020 9

Amendments to the GA 10/31/2020 10

Amendment conditions • Amendments may not result in changes that — if known before awarding the grant — would have had an impact on the decision to award it. • Those are mostly changes that: ü ü 10/31/2020 may have had an impact on the assessment of the applicant with regard to the eligibility and selection criteria breach the principle of equal treatment of applicants involve modifications in the action and/or budget which may have affected the assessment with regard to the award criteria established in the call do not comply with the FR, RAP, Rfor. P, or provisions of the GA itself 11

Amendments (more) • When? Generally before the end of the action • Who? Generally the Coordinator • How? Through the Part. Portal 10/31/2020 12

Typical Cases that need an Amendment Removal of a beneficiary whose participation is terminated Adding a new beneficiary Change of beneficiary due to a partial takeover Removal or addition of a linked third party Coordinator changes: Coord, bank data, Auth to administer, . . • (Substantial) Change in Action Implementation: Annex 1, Title, Starting, Duration, progress reports, … • (Substantial) Budget Changes: Form of Costs, Significaticant budget shifts • • • 10/31/2020 13

Typical Cases that do not need an Amendment • Budget transfers amongst beneficiaries and cost categories (1) (2) • Name or address of Coord/beneficiary • Changes due to an UTRO (except Coordinator) • Some bank details (name, address, Acc holders) (1) (2) Without changing the nature of the action If they do not imply change of costs model (ie actual costs to unit costs) 10/31/2020 14

Typical Cases that do not need an Amendment • Budget transfers amongst beneficiaries and cost , r e g g i categories (1) (2) b e r a s e g n a of Coord/beneficiary to h c n o s i • Names for address a t a r a d n e s A i m O m P o c e e h r t • Changes due to an UTRO (except Coordinator) e h t i th w ck e h c / r • Someinbank (name, address, Acc holders) e form details g n o r st (1) (2) Without changing the nature of the action If they do not imply change of costs model (ie actual costs to unit costs) 10/31/2020 15

Amendment procedure agrees Change of request? The other party within 45 D Request for amendment via PP EC(Agency. )/ Coo (Beneficiary) 10/31/2020 HOW? via PP disagrees requests additional info/docs new 45 D deadline applies does not react rejection X FP 7 17

Amendment • Request to amend GA shall include • Reasons, supporting docs, in some cases Coo opinion • Enters into force = becomes binding • Day of signature by the receiving party • Takes effect = starts to be applicable as amended • The same day as enters into force, or • Later as indicated (agreed) in the amendment • Earlier (retroactivity) as indicated (agreed) in the amendment. (recomm. check with the PO beforehand) 10/31/2020 18

EXERCISE I. AMENDMENT IS/IS NOT NEEDED IN THE FOLLOWING SITUATIONS: Y/N Change of Beneficiary’ s bank details Change of beneficiary’s address/location to South Korea, thus not being eligible for EU funding anymore Change of Coo Change of the name of the bank where Coo has its account Minor change of the action tasks Transfer of budget from Coo to Beneficiary which has significant impact on Do. A Introduction of new subcontracting costs not foreseen Rome 10/28/2015 originally 19

MGA Rome 28/10/2015 20

EXERCISE II. H 2020 project Health. Con started on 1 st February 2014 and shall last for 36 months. Consortium is in delay with fulfilling action tasks and thus whishes to prolong the action so that the action shall last for 39 months in total. 1. Why is amendment necessary? 2. A couple of consortium partners whishes that Beneficiary ABC submits an amendment request to the EC on behalf of the consortium. Is it possible? Rome 10/28/2015 21

EXERCISE II. 3. After submitting am. request and before EC decision on it the consortium finds out even 39 months will not be enough to finish the action and would like to prolong the action in other 3 months, i. e. 42 months in total. How can the consortium proceed? 4. Provided EC does not agree with the action prolongation, how the EC can act in this situation. 5. EC signs am. request on 15 th Jan 2017. There is mentioned later applicability of amended GA, in particular as of 1 st Feb 2017. When exactly does the GA become binding and when does the GA take effect? 22 Rome 10/28/2015

Consortium Agreement • WHAT • Written contract among beneficiaries to cover internal arrangements regarding action operation and coordination • WHY • MGA requires – art. 41. 3 • Exception – otherwise stipulated in the WP • WHEN • Should be before the signature of the GA Rome 10/28/2015 23

Consortium Agreement • WHAT • Written contract among beneficiaries to cover internal arrangements regarding action operation and coordination • WHY • MGA requires – art. 41. 3 • Exception – otherwise stipulated in the WP • WHEN • Should be before the signature of the GA Rome 10/28/2015 24

Consortium Agreement • WHAT • Written contract among beneficiaries to cover internal arrangements regarding action operation and coordination • WHY • MGA requires – art. 41. 3 • Exception – otherwise stipulated in the WP • WHEN • Should be before the signature of the GA • HOW • Paper version, not via PP • Using models is possible Rome 10/28/2015 25

Consortium Agreement Models • DESCA • MCARD • EUCAR Rome 10/28/2015 26

Consortium Agreement HNN 2. 0 project • DESCA • • Rome 10/28/2015 General provisions – liability, appl. law, disputes settlement, confidentiality, … IPR – background and results Finances – distribution of EU funding Project management , governance structure 27

Consortium Agreement HNN 2. 0 project Project management – dealt with in • HNN 2. 0 CA – esp. section 6, also section 4 • GA • Art. 7. 1 - gen. obligation to properly implement the action; • Art. 41. 1 - full responsibility of beneficiaries for implementing the action including joint and several liability for technical implementation of the action; • Art 41. 2 – each beneficiary obligations (e. g. inform Coo on any circumstances likely to affect/delay the action) and Coo’ s obligations (e. g. monitor proper implementation, request/review/verify completeness and correctness of any documents or information) Rome 10/28/2015 28

Consortium Agreement HNN 2. 0 project Project management – dealt with in • GA –Annex I. • 2. 3. 2 Management structure and procedures (proposal section 3. 2) • Organizational structure and distribution of responsibilities – Consortium, Core Consortium (WPLs), Coo and project manager, Board of SC 1 NCPs • Decision making and management procedures • Project communication and reporting • Quality assurance and assessment of progress and results Rome 10/28/2015 29

Consortium Agreement HNN 2. 0 project Definition Members Consortium Main ultimate-decision making All body Core Consortium Supervises the action, reports to Consortium Coo + WPLs Coo and PM Project management, monitoring progress, … Consultative body, supports activities of the action PM to be hired by Coo Board of SC 1 NCPs Rome 10/28/2015 Non-consortium members appointed by Core Consortium 30

Consortium Agreement HNN 2. 0 project Consortium - decides on all proposals of Core Consortium, its own proposals and: Rome 10/28/2015 31

Consortium Agreement HNN 2. 0 project Consortium - decides on allbreaching proposals Core Consortium, its(Art own A party its of obligations under CA/GA 4. 2): proposals and: • Identification of breach by Consortium • Written notice from Coo – 30 cal. Days • Breach is substantial + not remedied/not capable of remedy • A Party may be declared to be a Defaulting Party • Consequences Rome 10/28/2015 32

Consortium Agreement HNN 2. 0 project Core Consortium • • Prepares meetings Proposes decisions Collects info at least every 6 months on the progress of the project Appoints Board of SC 1 NCPs, … Rome 10/28/2015 33

Consortium Agreement HNN 2. 0 project Coo • • Monitors fulfilment of obligations by parties Collects, verifies, submits reports Administers fin. contribution Shall not be entitled to act or to make legally binding declarations on behalf of any other Party or of the consortium, unless explicitly stipulated otherwise in GA or CA Rome 10/28/2015 34

Consortium Agreement HNN 2. 0 project Decision making process • 1 member = 1 vote • Quorum = 2/3 of all members • Adopting decision = consensus or 2/3 of (present/represented) votes If the quorum is not reached, the chairperson of the Consortium Body shall convene another ordinary meeting within 15 calendar days. If in this meeting the quorum is not reached once more, the chairperson shall convene an extraordinary meeting which shall be entitled to decide even if less than the quorum of Members are present or represented. ” Rome 10/28/2015 35

Consortium Agreement HNN 2. 0 project Decision adopting • During meetings • In person, teleconference, … • Without meetings (6. 2. 2. 6) • Different rules – written document to circulate, … 2/3 of all Members … Rome 10/28/2015 36

Consortium Agreement HNN 2. 0 project Veto right Rome 10/28/2015 37

EXERCISE III. Which of the decisions taken by the Consortium (Art. 6. 3. 1. 2 HNN 2. 0 CA) need to be approved by the EC, i. e. amendment needs to be introduced? Rome 28/10/2015 38

EXERCISE IV. Partner A in Horizon 2020 project submits deliverable in time. After reviewing the deliverable, the Coo claims the technical information presented in the deliverable does not concern Partner A tasks as described in Annex I and thus it is unrelated to the action. Partner A does not agree and is not willing to re-draft the deliverable. 1. Is Coordinator allowed to withhold advance payment to Partner A? Why yes/not? (8) 2. Relevant consortium body decides the Partner A acting is a substantial breach of CA and GA. Can Partner A´s participation be terminated in the project? (4, 6) 3. Can the budget for the respective work of Partner A be removed and transferred to Partner B in order to prepare proper deliverable? (6) Please use HNN 2. 0 CA to answer the questions. Rome 28/10/2015 39

THANK YOU FOR YOUR ATTENTION Gonzalo Arevalo garevalo@eu-isciii. es Jana Kratěnová kratenova@tc. cz This project has received funding from the European Union’s Horizon 2020 research and innovation programme 10/31/2020 40