Draft Consortium Agreement V03 Final
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CONSORTIUM AGREEMENT for the Project called "Bestfacade" This consortium agreement (“Consortium Agreement”) is made by and among (1) MCE Anlagenbau Austria Gmbh & Co having its registered office at Oberlaaerstraße 331, 1230 Vienna, Austria and (2) Graz University of Technology, Institute of Thermal Engineering having its registered office at Inffeldgasse 25 / B, 8010 Graz, Austria and (3) Fraunhofer-Gesellschaft zur Förderung der angewandten Forschung e.V having its registered office at Hansastrasse 27 C, 80686 Munich, Germany and (4) National and Kapodistrian University of Athens having its registered office at 6 Crh. Lada Athens, 10561 Athens, Greece and (5) C.Kiossefidis S.A. having its registered office at 353, Tatoiou ave, 13671 Aharnai Athens, Greece and (6) Instituto de Soldadura e Qualidade having its registered office at Av. Prof. Dr. Cavaco Silva, 33 Taguspark, 2780-994 Porto Salvo - Oeiras, Portugal and (7) ENTPE-Laboratoire Sciences de l'Habitat-CNRS-DGCB having its registered office at Rue Maurice Audin, 69518 Vaulx en Velin, France and (8) Lund University having its registered office at Paradisgatan 5C, 22100 Lund, Sweden and BESTFACADE – EIE-2003-135 Consortium Agreement Version 1.1 Page 1 of 30 (9) Centre Scientifique et Technique de la Construction (CSTC) Wetenschappelijk en Technisch Centrum voor het Bouwbedrijf (WTCB) having its registered office at Boulevard Poincaré, 79, 1060 Brussels, Belgium and (10) Reynaers Aluminium NV having its registered office at Oude Liersebaan 266, 2570 Duffel, Belgium and (11) WSP Sverige AB having its registered office at Arenavägen 7, 12188 Stockholm, Sweden and (12) Skanska Teknik AB having its registered office at Rasundavägen 2, 16983 Solna, Sweden Hereinafter referred to individually or collectively as the “Contractor(s)” BESTFACADE – EIE-2003-135 Consortium Agreement Version 1.1 Page 2 of 30 Table of Contents Preamble Article 1 - Definitions Article 2 - Purpose Article 3 - Signature of the Grant Agreement Article 4 - Contractors’ obligations for the implementation of the Grant Agreement Article 5 - Organisation of the Project Article 6 - Costs, budget and payments Article 7 - Liabilities of the Contractors Article 8 - Defaults and remedies – Exclusion of a Contractor / right to withdraw Article 9 - Coming into force – Duration – Earlier termination Article 10 - Other consequences of term or termination Article 11 - No Partnership or Agency Article 12 - Notices Article 13 - Language Article 14 - Conflicts and Inconsistencies Article 15 - Assignments, Amendments Article 16 - Severability Article 17 - Restrictions Article 18 - Applicable Law Article 19 - Disputes BESTFACADE – EIE-2003-135 Consortium Agreement Version 1.1 Page 3 of 30 Preamble WHEREAS the Contractors, having considerable experience in the field concerned, have submitted a Proposal for the Project to the Commission. WHEREAS the Contractors have decided and agreed to execute and perform the Grant Agreement to be awarded by the Commission for the Project in the event the Commission accepts their Proposal. WHEREAS the Contractors wish to specify or supplement, between themselves, the provisions of the anticipated Grant Agreement, with respect to the carrying out thereof. Therefore, the Contractors hereby agree as follows: BESTFACADE – EIE-2003-135 Consortium Agreement Version 1.1 Page 4 of 30 Article 1 - Definitions 1.1 General The words bearing a capital letter in this Consortium Agreement shall have the same definition and meaning as those contained in the Grant Agreement or shall have the meaning ascribed to them in any Article of this Consortium Agreement. Article 2 - Purpose The purpose of this Consortium Agreement is to specify the organisation of the work between the Contractors, to organize the management of the Project, to define the rights and obligations of the Contractors, including, but not limited to, their liability and indemnification and to set out rights and obligations of the Contractors supplementing but not conflicting with those of the Grant Agreement. Article 3 - Signature of the Grant Agreement Without prejudice to the provisions of Article 5.2.3 relating to the role of the Coordinator, the following shall apply. 3.1 Signature of the Grant Agreement As per the Commission contractual rules, the Grant Agreement will enter into force upon signature by the Co-ordinator and the Commission. The Co-ordinator shall therefore not sign the Grant Agreement unless and until all other Contractors have approved in writing the Grant Agreement terms by signing a Mandate letter as defined in Annex V of the Grant Agreement. Such approval shall not be unreasonably withheld or delayed. BESTFACADE – EIE-2003-135 Consortium Agreement Version 1.1 Page 5 of 30 Article 4 - Contractors’ obligations for the implementation of the Grant Agreement Without prejudice to the provisions of Article 5.2.3 relating to the role of the Coordinator, the following shall apply. 4.1 Without prejudice to any other obligations under this Consortium Agreement, the Contractors shall take all necessary measures to perform, fulfil, promptly and in due time all their obligations so that the Project is carried out in accordance with the terms and conditions of the Grant Agreement and this Consortium Agreement. 4.2 The Contractors shall provide the Co-ordinator with the deliverables, information, and reports as the Co-ordinator requires in order to perform its duties under this Consortium Agreement and under the Grant Agreement or as the Commission may request (and in such case the relevant Contractor shall keep the Co-ordinator informed of any such request from the Commission). 4.3 On request of the Co-ordinator, all deliverables, information, and reports shall be submitted in electronic form in RTF or PDF format, graphics in GIF or JPEG format or any other format mutually agreed. 4.4 Each Contractor undertakes: i. to notify the Co-ordinator promptly of any delay in performance or of any event that may impact the Project; ii. to inform the Co-ordinator of relevant communications it receives from third parties in relation to the Project; iii. to ensure the accuracy of any information or materials it supplies to the other Contractors or under the Grant Agreement and to promptly correct any error therein of which it is notified. The recipient Contractor shall be responsible for the use to which it puts such information and materials; iv. not to use knowingly any proprietary rights of a third party for which such Contractor has not acquired the corresponding right of use and/or to grant licenses; v. to act at all times in good faith and in a manner that reflects the good name, goodwill and reputation of the other Contractors and in accordance with good business ethics; BESTFACADE – EIE-2003-135 Consortium Agreement Version 1.1 Page 6 of 30 vi. to participate in a co-operative manner to the meetings of the different bodies under this Consortium Agreement. Article 5 - Organisation of the Project 5.1 General Principles The Project is structured by Work Packages allocated among the Contractors according to Annex I and Annex II of the Grant Agreement. 5.2 Project Bodies 5.2.1 Steering Committee (STC) The tasks and the members of the Steering Committee are defined in Annex I of the Grant Agreement. The Steering Committee shall be in charge of managing the Project and of major decisions relating thereto. The Co-ordinator shall give each of the members of the Steering Committee at least fourteen calendar day notice in writing (letter or telefax) of such a meeting. The Agenda of a meeting of the Steering Committee shall be submitted to all members of the Consortium seven calendar days in advance of the meeting. Decisions of the Steering Committee shall be taken by a majority of two thirds (2/3) of the votes of members present or represented. In case a member of the Steering Committee fails to attend a meeting though invited in writing (letter or telefax), the decisions taken by the remaining members of the Steering Committee shall be binding for this member. The Contractors agree to abide by all decisions of the Steering Committee, with the exception that a Contractor whose scope of work, time for performance, costs or liabilities is substantially changed may veto such decisions of the Steering Committee within fifteen BESTFACADE – EIE-2003-135 Consortium Agreement Version 1.1 Page 7 of 30 calendar days after reception of the minutes of the meeting, justifying the grounds of the veto in writing to the Co-ordinator. The Co-ordinator shall draft the minutes of each meeting to formalize in writing all decisions taken and shall dispatch them to all Contractors within fifteen calendar days of the concerned meeting. The minutes shall be considered as accepted by the members of the Steering Committee if, within fifteen calendar days from receipt thereof, no members of the Steering Committee has objected in writing to the Co-ordinator. 5.2.2 Project Management Board The Project Management Board shall consist of one representative of each Contractor. The Co-ordinator shall chair all meetings of the Project Management Board. Each representative shall have one vote and may appoint a substitute to attend and vote at any meeting of the Project Management Board. The representatives present in the meeting are deemed to be fully authorized to act in the name of the respective Contractor. The Co-ordinator shall convene meetings of the Project Management Board at any time upon written request of any Contractor in the case of an emergency situation or in case of an event specified as the responsibility of the Project Management Board in the subparagraphs i) to iv) below. The Co-ordinator shall give each of the Contractors at least seven calendar day notice in writing of such a meeting. The meetings of the Project Management Board shall take place in Vienna, Austria. Any decision requiring a vote at a Project Management Board meeting must be identified as such on the invitation.