JPI-HDHL võrgustiku kaasatud vaatleja liikmetasu

MANAGEMENT FEE ARRANGEMENT November 2022 Part of the Joint Programming lnitiatÍve "A Healthy Diet for a Healthy Life" This Arrangement is entered into by and between: Zorgonderzoek Nederland, an independent governing body, established by the Dutch Law on the organisation of Healthcare Research the Netherlands, having its registered address and principal place of business at Laan van Nieuw Oost lndië 334, Den Haag 2593 HE, the Netherlands, represented by Monique van der Hoeven, director of departmenl Gezondheidsbescherming (GZB), or her authorised representative, registered with the Dutch Chamber of Commerce under number 27365263 (hereinafter "ZonMw"); AND Ministry of SocialAffairs, Estonia (hereinafter "5M"); AND The National lnstitute for Health Development, Estonia (hereinafter "TAl"l; (hereinafter, jointly or individually, referred to as 'Party' or 'Parties'; SM and TAI are furthermore referred to as'the Observer'). CONSIDERING THAT: - Since its formation the loint Programming lnitiative "A Healthy Diet for o Healthy Life" ("lPl HDHU') has been supported by highly motivated countries ("JPI HDHI Member(s]"), which, with the initial encouragement of the European Commission (EC), have created a new way of collaboration. This collaboration is aimed at improving the alignment of national research agendas and activities in order to increase efficiency of use of existing resources or to mobilise new resources. The efforts of JPI HDHL and its members are also increasingly aimed at bridging the science-policy interface, ín a joint effort to tackle major societal challenges connected with (improper) nutrition, (lack of) physícal activity and (unhealthy) life styles; After ten years as an European Union-funded JoÍnt Programming lnitiative and almost two years as an independent self-sustaining initiative, JPI HDHL has establíshed itself as a valuable interdisciplinary research and innovation hub connecting scientists and policymakers in the fields of nutrition, health, and sustainability. Over the years, JPI HDHL has developed into a multifaceted interdisciplinary research and policy development initiative, bringing together various European countries and a range of stakeholders to tackle societal challenges in nutrition, health and sustainability that no country can solve alone; Under Horizon Europe (HE)JPl HDHL will become involved in different partnerships related to the areas health and food systems. ln this way, JPI HDHL has a bridging role between the different partnerships, and even more so it has a connecting role between the different areas related to food and health, to facilitate truly multidisciplinary and systemic research, in food, nutrition, physical activity and health. The partnerships are aimed at improving the alignment of national research agendas and activities to support tackling societal challenges; Coordination and Support Actions (CSAs) granted under FP7 and FP8 ('HDHI CSA' and 'JPl HDHL CSA2.O respectively) as well as the initial Management Fee Arrangement (MFA) 1.0 have allowed the creation and maintenance of a strong, collaborative organisation (the 'JPl HDHI Consortium') to carry out the necessary activities to support the JPI HDHL in achieving its ambitious goals; The JPI HDHL Members declare their intent to support the principles and work of the JPI HDHL, as well as their intent to financially support their national delegates for their participation in the JPI HDHL, by signing the Memorandum of Understanding (MoU); The JPI H DHL M FA 1.0 will end on 31't of December 2022. At the time of drafting it is becoming clear that the two HE Partnerships that are most relevant for the JPI HDHL, namely the ERA4Health and the SFS partnerships, will not cover the breadth of the three JPI HDHL research areas to their full extent and will not be able to address all the specific research areas in the field of nutrition, food, physical activity and health and their interlinkages. ïherefore, there is a clear need for the JPI HDHL to continue on the course it has set out to ensure that societal challenges related to food, nutrition, physical activity and health continue to be addressed, with an increasingly systemic approach and to bridge the gap between the overarching domains of health and food systems; ln order to ensure the ability of the JPI HDHL to continue its important work, various activities have taken place over the last few years to explore the possibilities for establishing a long- term sustainable organisation (-structure), which can operate in a financially independent manner. The outcomes of these activities resulted in a Proposal on the Sustainability of the JPI HDHL, which was discussed with the JPI HDHL Management Board (MB) in February 2019. Following this discussion, an adapted Proposalto fund the secretariat of the JPI HDHL after 2020 (Annex l) was discussed with the JPI HDHL MB in June 20L9; Based on the various activities that took place in relation to the sustainability of the JPI HDHL, a membership fee was deemed to be the most favoured strategy to finance the supportíve structure ofthe JPI HDHL; Necessary tasks and activities to provide an essential service level that will allow the continued functioning at an ambitious level of the JPI HDHL have been determined; These tasks and activities are be carríed out bythe secretariat. The secretariat consists ofthe following organisations, as originally proposed in the Proposal to fund the secretariat of the JPI HDHL after 2020 and tacitly agreed to by the JPI HDHL MB in June 2019: Zorgonderzoek Nederla n d, "ZonMw", 2  The agency delegated by the Bundesministerium fiir Bildung und Forschung (BMBF), namely the Deutsches Zentrum fiir Luft- und Raumfahrt e.V., "DLR", and Eigen Vermogen van het Instituut voor [andbouw en Visserijonderzoek, "EV-ILVO" These participating organisations together are known as the member organisations of the secretariat; hereto they will enter together in a separate secretariat agreement for the period 2023 and2024; ZonMw has taken on the role of coordinator of the secretaríat, as proposed in the Proposal to fund the secretariat of the JPI HDHL after 2020 and tacitly agreed to by the JPI HDHL MB in June 201.9. ZonMw will continue to do so for the period 2023 and2O24; The secretariat will perform the identified tasks for the JPI HDHL under the terms and conditions as set out below; Based on the various activities that took place in relation to the sustainability of the JPI HDHL, it was decided that the JPI HDHL will not become a legal entity, but will collect membershíp fees through bilateral agreements between the organisation where the secretariat coordinator is located and the member countries. THE PARTIES HEREBY AGREE: 1. PURPOSE. The purpose of this contract is to arrange in a legally binding and structured manner the payment of the determíned membership or participation fee by the Observer to ZonMw, in order to fínance the supportive structure of the JPI HDHL (i.e. the secretariat and its tasks and activities). 2. ACT|VtTtES. The secretariat wlll perform the tasks necessary to maintain the supportive structure of the JPI HDHL, listed in Annex ll, part of the present Arrangement. 3. PARTICIPATION FEES. 3.1 Based on the budget for the activities of the secretariat (nnnex t, part of tn ArrafreemAntl an annual participation fee has been established. For the years 2O23 and 2024, the participation fee for observers amounts € 7,000 per calendar year. 3.2 The organisations participating ín JPI HDHL on behalf of Estonia, 5M and TAl, have decided to split the annual participation fee equally. Therefore, the fee payable by SM amounts to €3,500 per calendar year and the fee payable by TAI amounts to €3,500 per calendar year. 3.3 Hereby the Observer agrees to pay the participation fee through the Host for the calendar years 2023 and 2024 in accordance with section 4 of this arrangement, 3.4 The annual participation fees have been determined on the basis of 13 paying full members, seven observers as well as on discussions held with full members and observers during the JPI 3  HDHL MB meeting on the 9th and L0th of June2O22, to cover the costs of the secretariat budget. ln the event, at any point in time after the signing of this agreement by the Parties, that ZonMw is unable to collect sufficient membership fees to cover the amount of the secretariat budget as defined in Annex lfor the year this arrangement applies to, either because of a default by a member country or for any other reason, ZonMw will be entitled to reneSotíate the secretariat budget and tasks and activities, listed in Annex ll, with the JPI HDHL MB and perform the renegotiated tasks and activities accordingly. 4. PAYMENT OF THE PARTICIPATION FEES. 4.1 The Observer will pay its partícipation fee to ZonMw as coordinator of the JPI HDHL secretariat. 4.2 The Observer will pay its participation fee MFA 2.0 for the calendar year 2023 before December LsÏh,2022 and its participation fee forthe calendar year2024 before November L't, 2023. 4,3 Payment of the fee shall be executed upon ZonMw issuing the respective invoice to the Observer. The transfer of the funds shall be made to: Account holder: Zorg Onderzoek Nederland Bank name: ING Bankaddress: Weena 50L, 3013 AL Rotterdam, The Netherlands Bankcode: INGB Account Number: 0000 181800 IBAN: NL43 INGB 0000 181800 SWIFT: INGBNL2A 4.4 To ensure smooth transitíon from MFA 1,0 to MFA 2.0 as well as to ensure activities can continue to be executed in a timely manner and for assuring continued smooth operation of JPI HDHL, prompt payment of the Participation Fee ís required. Signíng this Arrangement shall make it legally binding under Dutch law and failure to uphold the terms of payment in a timely manner, shall constitute breach of this Arrangement. 5. DELEGATION OF ACTIVITIES. 5.L ZonMw is entitled to delegate activities to the other member organisations of the secretariat according to the distributíon of tasks (Annex ll). 5.2 ZonMw will redistribute the received funds to the other member organisations of the secretariat according to the distribution of tasks {Annex ll) and the budget (Annex l}. 5.3 Given the ambÍtion of the lmplementation Plan (lP)forthe period 2022to2024,ZonVwis also entitled to explore whether certain activities can be supported by a specific member or observer, should this be deemed necessary and only upon mutual understanding and agreement between ZonMw and the respective member or observer. 6. DURATION 6.1 This Arrangement will be effective upon its full signature by the Parties. 4 6.2 Unless it is terminated earlier as set forth under section 7 of this Arrangement, this Arrangement shall remain in force for the full duration of two calendar years, starting January tst,2O23 until and including December 3tst,2O24 (the end date). 7. TERMINATION. 7.1" Should the Arrangement be terminated by written, mutual agreement of the Parties, all paid but uncommitted funds will be fully reimbursed to the Observer. 7.2 A one-sided termination of the Arrangement bythe Observer at any point before the end date, will in no way release thê Observer from the obligation to fulfil payments that are due under the terms of this Arrangement, nor will it entitle the Observer to any reimbursement of fees already paid. 7.3 The Parties are entitled to terminate, with immediate effect, the Arrangement at any time, on the whole or in part, if the other Party has failed to perform one or multiple of its obligations hereunder and fails to remedy such a material breach within 30 days. ln the event ZonMw commits a material breach, the Observer will be entitled to be reimbursed pro-rata for the fees already paid. 8. HABtUTIES 8.1 No Party will be responsible to the other Party for any indirect or consequential loss or símilar damage such as loss of profit, loss of revenue or loss of contracts, provided such damage was not caused by wilful act or gross negligence. 8.2 Each Party's liability will be limited to the total amount of the annual partícipation fee, provided that the damage was not caused by wilful act or gross negligence. 9. SEVERABILIW. ln the event that any provision or part of this Arrangement is found to be invalid or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 10. MISCELLANEOUS 10.1 To be effective any additional understanding to as well as any modification of this Arrangement shall be previously made in writing and signed by the Parties constituting an amendment to this Arrangement. L0.2 Unless otherwise agreed on, the English language shall be used by both Parties for communication, reports and website associated with the subject of this agreement. 10.3 Upon the MB's approval, the Secretariat may sub-contract standard services, including - but not limíted to - catering and printing. 10.4 This Arrangement will in no event be interpreted or construed as creating a joint venture, partnership relationship or a company, even a de facto company, between the Parties, each ofthem being considered as an independent contracting party. 5 11. SETTLEMENT OF DISPUTES. The Arrangement shall be governed by Dutch substantive law, excluding its conflict of law provisions. Any dispute relating to the application, construction or existence of this Arrangement between the Parties which could not be settled amicably shall be exclusively brought to the competent Courts ofThe Hague, The Netherlands. This Arrangement has been executed in 2 (two) copies. o Signatures Zorgonderzoek Nederland Name: Monique van der Ho even Title: ,/áoot "'t-f /4., /// tr' uo^ /i,^ Signature Date: Za áza 2a 22 Ministry of Social Affairs, Estonia Name: Maarjo Màndmaa Title: Secretary General signature: Date: 4./2.bzz__ The National lnstitute for Health Development, Estonia Name: Annika Veimer Title: Director Signature: -NaRó{ Date: k., S/ LozL 7 ANNEX I Proposal to fund the secretaraat of the JPI HDHL after CSA 2.0 (odopted version November 2022) The secretariat of the JPI HDHL has been financed by the members of the JPI HDHL since February 2021. The MFA that came into effect runs until the 31't of December 2022. Since then, three members have indicated that they would like to become observers and one member has temporarily become observer, for 2022. Therefore it was agreed at the MB Meeting in June 2O22that the secretariat would work out and propose one or more scenarios for the new MFA period, which will run from the L't of January 2023 until the 31't of December 2024. The development of the HE partnerships is important to the work of the JPI HDHL. At the time of drafting this proposal there were two partnerships directly relevant to the JPI HDHL, the ERA4Health Partnership and the Sustainable Food Systems (SFS) partnership. ERA4Health is expected to be launched at the end of 2OL2/beginning of 2023 and the SFS Partnership in 2O24 or 2025. Because it is expected that not all the research areas of the JPI HDHL will be covered under the partnerships, and because the partnerships have a temporary running time of seven years, it was decided by the MB that the JPI HDHL would continue its vital work moving forward. As several MB members indicated during the MB meeting June2022 'The strength of JPI HDHL is that it is a well-established and experíenced, flexible and dynamic transnational initiative able to focus on the key grand challenges in the food, nutrition, health and sustainability area. lt is well-known within the research community who value the international partnerships that are forged, sharing of skills, training and expertise". ln this document, a proposal is presented to run the secretariat in 2023 and2024, enabling the JPI HDHL to continue its important work. Activities of the secretariat Both under the CSAs as well as under the previous MFA L.0, the secretariat tasks have been divided among several European partners. They carry out the following main activities for the JPI HDHL: r The support of the governance structure, which includes the preparation, organisation and reporting of the meetings of the MB, the Scientific Advisory Board (SAB) and the Stakeholder Advisory Board (SHAB). The secretariat pays the travel costs and meeting locations of the SAB and SHAB, as wellasthe travelcosts of the chairand secretariat staff to attend the MB. r The monitoring of relevant developments and opportunities for synergy and alignment and following-up accordingly. e The development and implementation of strategic documents, like the Strategic Research Agenda (SRA), the lPs, documents on international alignment, etc. r The development and implementation of non-funding activities, like the guideline on collaboration with industry and tools for national alignment. r The maintenance and development of the communication infrastructure, like the website, the intranet and the social media accounts. o Communication and dissemination activities, like the quarter newsletter, factsheets, reports, movies and the organisation of workshops and conferences. r The participation of the chair and/or coordínator or other secretariat staff in strategically important meetings and events, like those organized by the EC and other (related) initiatives. o The organization of meetings with relevant policy makers, funders and scientist in non- member countries, in order to align and possibly gain new members of the JPI HDHL, as well as paying the travel costs of the chair and coordinator to attend these meetings. o Development of products or activities for and communication with a range of relevant stakeholders The coordination of Joint Funding Activities (i.e. classic research calls and knowledge hubs) is currently q! covered by the secretariat. Preparation of funding activities is mostly included under the lP. Ways to fund the secretariat Based on the first two years of MFA, bilateral meetings with members and observers, meetings wíth other JPI's, and the working session organised in June 2022 during the MB meeting, a proposal for the membership fee and governance of the JPI HDHL has been developed. With regard to financing potential callsecretariats ín the years 2023 and2A24, a combination with in-kind contributions is being explored. Build-up of secretariat budget The budget needed to run the secretariat is dependent on a number of things; where the secretariat is based, if the secretariat tasks are divided among member countries like they are at the moment, and of course the activities that are carried out. The largest component of the budget is staffing costs, this includes a senior level coordinator, deputy coordinator, junior-level support, administrative support and communications team. Please note that'extra' activities such as an update of the SRA are not included in this estimate. The original SRA covered the period from2Ot2-2020 and beyond and an update was developed in 2019. With the development of the partnerships there might be a need to develop another update in the coming few years. During the previous MFA period, the secretariat tasks were divided as follows and this Arrangement will be continued for the coming MFA period 2023/2024. r EV-ILVO, Belgium will continue their work as SHAB secretariat, . DLR, Germany will continue their work as SAB secretariat, o ZonMw, The Netherlands will continue their work as coordinator. ln order to coordinate the activities of the three secretariats, some additional staffing time will be allocated for support. Besides staffing, other elements that make up the budget are: r Reimbursement of SAB and SHAB members to attend meetings and representation of SAB and SHAB at MB meetings and JPI events o Travel costs for the secretariat and chair o Budget to organize workshops and conferences and to develop communication products r Budget for website maintenance and migration The estimated annual cost of these elements is set out in the table below, based on current expenditure and that of 2021. Staffing Compared to the estimated ZonMw €290,000 amount of staffing in the o 0.9 fte coordination (senior level) previous proposal, that was r 0.6 fte support (medioflunior based on concentrating the level) tasks in one organization, a t 0.2 fte support (administrative) division of hours has been made r 0.5 fte communication support between the three interested DLR parties based on the current r 0.1fte senior level spending of PM. 0.1fte has been 9 I  a 0.1fte mediof unior level added to the amount of staffing EV-ILVO of the would-be coordinator, in a 0.1fte senior level order to coordinate the a 0.1 fte mediolunior level secreta riat activitÍes. Reimbursement of SAB members to attend €20,000 There are 15 SAB members. two meetings per year and representation Reimbursement is budgeted at € of the SAB at MB meetings and other 500 per person per meeting. events Reimbursement of SHAB members to €20,000 There are 15 SHAB members. attend two meetings per year and Reimbursement is budgeted at € representation of the SHAB at MB 500 per person per meeting. meetings and other events Travel costs of the chair and secretariat €15,000 This allows for the chair and two staff to MB meetings and other events members of secretariat staff to attend three MB meetings and either the chair or a staff member to attend 20 further events. Organizatíon of workshops, bí-annual JPI €41,000 HDHL joint conference or webinar series, development of communícation products and website related costs. Total €385,000 The amount of € 500 reímbursement costs per person per meeting is an estimated average, and not every SAB/SHAB member will attend every meeting. Thís will leave some room however for SAB/SHAB members to attend more events outside their meetings, or for more than one SAB/SHAB member to attend certain events. Also, meeting costs such as location and catering are currently not budgeted for, and these would need to be provided in kind byJPl HDHL, when feasible. Please note, long dístance travel is not included in the budget and there is no provision for unforeseen expenses. Proposal to fund the secretariat The current proposal is to continue dividing the secretariat tasks between the aforementioned three organisations after the MFA 1.0 ends. ln order to fund the projected €386,000, 13 of the countries currently involved in the JPI HDHL need to pay an annual fee of€27,500, and the seven observers need to pay an annual participation fee of €7,000 . lf fewer than the specified 13 members and the seven observers are willing or able to pay a membership fee, the amount will have to be adapted accordingly. There wíll be an evaluation of the adequacy of the budget every two years, after whích the membership fee will be raised or lowered if necessary. Because this Arrangement is for a duration of two years upon signing, the membership or participation fee must be paid by December 1't,2022 for MFA 2.0 year 2A23 and respectively by November I't,2023 for MFA 2.0 year 2024.lf a country would like to second a staff member to the JPI for a certain number of hours instead of payÍng a membership fee, this may be possible but would have to be discussed on an individual basis. Observer countries are agenda members and are invited to attend MB meetings and other events, but do not have voting rights or access to the intranet. 10 An appeal is made to countríes who are willing and able to do so, to contribute eíther in cash or in kind to the performance of extra tasks, that have not been included in the essential service level that was budgeted for. These extra tasks and contributions are partially necessary for the JPI HDHL to run smoothly, but can also help with further growth and development of the JPI in the case of taking on unforeseen tasks. These tasks could include: . Next update of the SRA (the next update of the lP, which should take place in 2027, has been Íncluded in the coordination tasks) o lnternational alignment (beyond Europe) r Rooms and catering for meetings and events o ïravel costs for attending events outside the scope of the currently proposed travel budget o Development and implementation of non-funding activities, like guidelines for collaboration, tools or training activities r Development of communication products outside the scope of the currently proposed communication budget o Taking on call secretariats Proposal summary r ïhe secretariat tasks are carried out by BelgiumlEV-lLVO, Germany/DLR and The Netherlands/ZonMw, in the manner described above; o €27,50A annual membership fee for all full members and €7,000 participation fee for observers, based on 1"3 full members and seven observers; o Bi-annual evaluation of the budget and appropriate adjustment of the membership fee; r The observer fee for 2023 should be paid to the secretariat by December 15th,2022 and for 2024 by November L't, 2023; r An appeal is made to member countries who are able and willing to do so, to contribute either in cash or in kind to the performance of extra tasks, like taking on call secretariats; r Secondment of staff to the secretariat may be possible but wíll have to be discussed on an individual basis. ANNEX II Tasks and activities of the secretariat and division between the members of the secretariat Coordination of the secretariat overall, MB secretariat and communication tasks (ZonMwf - Coordination of the secretariat; - Preparatíon, organisation and reporting of two or three MB Meetings per year; - Support of the Steering Committee in the day-to-day management of the JPI H DHL; - Working with the 5AB and SHAB secretariat to facilitate good exchange between the governing bodies and attending the SAB and SHAB meetings; - Monitoring of relevant developments and opportunities for synergy and alignment with the European Commission (EC) and other relevant initiatives and stakeholders, and following up accordíngly, such as liaising with the EC and responding to consultations, attending strategically important meetings and aligning with other JPls; - Paying the travel and accommodation cost of the chair and members of the secretariat staff at ZonMw when they travel on behalf of the JPI HDHL; - Development of non-funding activities, in as far as budget allows, such as guidelines and tools for national alignment as outlined in the lP 2022-2O24; - Organizing of meetings and/or workshops on specific topics, upon the request of the MB, as outlines in the lP 2022-2O241; 11 - Maintenance and development of the communication infrastructure, like the website, the intranet and MetaDataBase and the social media accounts; - Communication and dissemination activities, like keeping the communication strategy up to date, publishing a newsletter once every two months, tweets, factsheets, reports, and the organisation of a joint JPI HDHL conference or a series of webinars; - Analysis of data of the JPI HDHL communication channels; - Development of annual technical and financial reports on the performance of the secretariat; - Assessment of the secretariat budget at the end of MFA 2.0 and arranging the signing of membership fee agreements between the members of the JPI HDHL and ZonMw for MFA 3.0 for 2025 and 2026, - Reimbursing the travel and accommodation costs of SAB members for their attendance of SAB meetings and when they travel on behalf of the JPI HDHL; Tasks SAB secretariat and evaluation of Joint Funding Actions (DLR) - Preparatíon, organisation and reporting of two SAB meetings per year; - Coordinating election of new SAB members, chairs and vice-chairs and takíng care of the administrative process related to newly entering and leaving members; - Organizing participation of 5AB members in relevant meetings and events; - Paying the travel costs ofthe secretariat staff at DLR; - Working with the MB and SHAB secretariat to facilitate good exchange between the governing bodies; - Participating in telcos and meetings with the other members of the secretariat in order to coordinate the secretariat tasks; - Supporting the other members of the secretariat during workshops, events and the JPI HDHL conference; - Contributing to the annual technical and financial reports on the performance of the secretariat and the evaluation ofthe budget by the coordinator; Tasks SHAB secretariat and evaluation of the JPI HDHL (EV-ILVO) - Preparation, organisation and reporting of two SHAB meetings per year; - Coordinating election of new SHAB members, chairs and vice-chairs and taking care of the administrative process related to newly entering and leaving members; - Organizing participation of SHAB-members in relevant meetings and events; - Reimbursing the travel and accommodation costs of SHAB members for their attendance of SHAB meetings and when they travel on behalf of the JPI HDHL; - Paying the travel costs of the secretariat staff at EV-ILVO; - Working with the MB and SAB secretariat to facilitate good exchange between the governing bodies; - Participating in telco's and meetings with the other members of the secretariat in order to coordinate the secretariat tasks; - Supporting the other members of the secretariat during workshops, events and the JPI HDHL conference; 12