WP2 - Legal Issues



Work package leader: Mrs. A. Lambert

Objectives

This work packages deals with the legal and related organisational issues associated with the FAIR project. It includes in particular:

  • the examination of relevant legal aspects (legal frame work);
  • the identification of substantive and formal prerequisites for the formation and operation of the company;
  • contractual settlements of the GSI mbH during the pre-formation phase;
  • preparation of draft contracts to be provided to the FAIR company for further processing,
  • draft contractual standards (e.g. general conditions);
  • the elaboration of draft procedural regulations and proposals for strategic management policies to be placed at the disposal of the managing directors of the FAIR GmbH;
  • the finalisation of the FAIR Convention, the Articles of Association and the By-Laws.

 

Task 2.1: Follow-up of the Constitutive Documents

The constitutive documents which are a prerequisite to the participation of the future FAIR Member States in the project, and in FAIR GmbH which will run the project, have been drafted by the FAIR Working Group for Administrative and Financial Issues (AFI) and its subgroups. This set of documents includes o Draft Convention concerning the construction and operation of a Facility for Antiproton and Ion Research in Europe (FAIR) including its annexes.

  • Draft Annex 1: Description of the FAIR facility to be constructed and the stages of construction
  • Draft Annex 2: Draft Articles of Association for the Facility for Antiproton and Ion Research in Europe (FAIR GmbH)
  • Draft Annex 3: Draft detailed breakdown of the construction costs and table showing the estimated annual incidence of expenditure for construction and operation
  • Draft Annex 4: Map of the site where the FAIR facility is to be constructed
  • Draft Annex 5: Procedure for the acceptance of In-Kind-Contributions and the related evaluation method o Draft Final Act to the Convention concerning the Construction and Operation of a facility for Antiproton and Ion Research in Europe (FAIR) o Draft Staff Rules of the FAIR GmbH o Draft Financial Rules of the FAIR GmbH
  • Draft Procurement Rules of the FAIR GmbH;
  • Draft Rules of Procedure of the FAIR Council;
  • Draft Rules of Procedure for the FAIR Management Board;
  • Draft Internal Provisions for In-Kind-Contributions.

Within this task all these legal documents are now being reviewed by the respective national ministerial / departmental authorities concerned and need to be followed up, finalised, and conformed to certain official requirements in due course. The following participants take part in this task: GSI.

 

Task 2: Identification and Clarification of Legal Frame Work Conditions This task addresses i.a. those legal matters related to i.a. regulatory requirements of Germany for:

  • public health and safety;
  • permits, licenses (radiation protection etc.).
  • protection of the environment;
  • building permit procedures;
  • ownership issues (e.g. heritable building right, ownership of buildings and facilities),
  • employment protection, safety regulations
  • the formal request to the local tax authorities on the FAIR GmbH's status under fiscal law (aspects of public charity and value added tax statues);
  • foreign nationals' issues.

The following participants take part in this task: GSI.

 

Task 3: Contractual Settlements during the Pre-formation Phase This task includes contracts with third parties' services which support the FAIR project management and controlling (steering) as well as contracts related to technical work packages, e.g.

  • project manager (Projektsteuerer) and project planner for civil construction o project controller;
  • consultancy contracts;
  • service contracts related to technical work packages of FAIR project.

The following participants take part in this task: GSI.

 

Task 4: Preparation of draft Contracts and draft Contractual Standards (Model Contracts, General Conditions) This task covers drafts of contracts governing the relationship between third parties on the one hand, in particular the GSI GmbH, and FAIR GmbH on the other hand, both for the construction and the operation phase, e.g.

  • specific long-term-agreements between GSI mbH and FAIR GmbH:
    • a contract for services, in the sense of a buisiness management contract, under which GSI mbH will act for FAIR GmbH by virtue of general power of attorney granted to it, so that legally these services will be rented directly to FAIR GmbH. This comprises operative project implementation functions to be performed by the GSI mbH or its sub-contractors, in particular project management services and project control services, the preparation of technical documents and engineering drawings for project implementation, the tender proceedings, contract awarding, follow up and supervision of all construction work, production and construction of accelerator components (except in-kind-contributions), preparing and obtaining permits including permit management, involvement in the build up of FAIR facilities and other administrative services.
    • contracts concerning site services, infrastructural services as well as buildings available to FAIR GmbH. This concerns, for example, services to ensure supplies and disposals, access to the facility, security and safety, IT and communication infrastructures, use of the scientific infrastructure (e. g. library), buildings and rooms etc.
  • contracts and general conditions for the experiment collaborations, which are to regulate matters of ownership, usage of services, safety issues, prices, remuneration etc.
  • foreign deployment / secondment agreements
  • contracts between the FAIR company and each shareholder on the acceptance of in-kind contribution

The following participants take part in this task: GSI.

 

Task 5: Elaboration of the Draft Procedural Regulations and the proposals for strategic management policiesThis tasks comprises e.g.:

  • The policy for the allocation of beam-time and the experimental set ups on the basis of scientific excellence
  • Short- and medium-term arrangements for use of the company scientific equipment and facilities by national or international scientific organisations
  • Arrangements for long-term use for FAIR by third parties o Admission of new Shareholders’
  • IPR policies

The following participants take part in this task: GSI.

 

Task 6: Aspects under Company Law and Interfacing of Issues concerning the German funding authorities (Federation and State)

As GSI mbH will be the German shareholder of FAIR GmbH, this task comprises all legal aspects under German company law. The German contracting party, a consortium composed of the German Federation and the Federal State of Hessen, will allocate the annual contributions to the shareholder GSI mbH to be entered in the budget of the FAIR GmbH. Thus, this task includes aspects under German budgetary law and the financial regulations for the FAIR GmbH.
The following participants take part in this task: GSI.

 

Deliverables

  • D2.1: Final versions of all documents mentioned in task 1
    month 14
  • D2.2: Non-Profit Certificate for FAIR GmbH (binding statement from tax authorities)
    month 48
  • D2.3: All contracts with service providers as under task 3
    month 36
  • D2.4: Business Management Contract between FAIR GmbH and GSI mbH
    month 48
  • D2.5: IPR policies
    month 48
 
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