Request for Proposal Date: 22 nd June 2011

Request for Proposal Date: 22 nd June 2011 Dear Sir/Madam, Subject: Provision of Services under the Health Systems Strengthening Grant in Southern Sudan Round 9- Phase I 1. UNDP Southern Sudan, requests you to submit a proposal for Provision of services under the Health Systems Strengthening Grant in South Sudan Round 9- Phase I, as per enclosed Terms of Reference (TOR). 2. To enable you to submit a proposal, attached are: i. Instructions to Offerors. (Annex I) ii. Project Cooperation Agreement..(Annex II) iii. Terms of Reference (TOR).(Annex III) iv. Proposal Submission Form..(Annex IV) v. Technical Proposal Submission Form.(Annex V) vi. Financial Proposal Submission Form..(Annex VI) 3. Your offer comprising of technical proposal and financial proposal, in separate sealed envelopes, should reach the following address no later than Thursday 21 st July 2011 at 16:00 Juba Southern Sudan Local Time Attention: Shahzad Khan Bangash Procurement Specialist PR&MGDs Unit, UNDP Juba Office Southern Sudan In order to facilitate the submission of both Technical and Financial proposals, the submission duly stamped and signed can be done electronically in PDF format to bids.juba@undp.org Technical and Financial proposals should be sent as separate PDF files. To secure your financial offer please set-up a password which will be used at later stage once the evaluation of the Rev April 2011

technical proposal is complete. The entities who qualified technical proposal will be requested to provide passwords. 4. If you request additional information, we would endeavor to provide information expeditiously, but any delay in providing such information will not be considered a reason for extending the submission date of your proposal. 5. A bidder s conference is scheduled on Tuesday 12 th July 2011 at 14:00 hours at UNDP Conference Venue. 6. You are requested to acknowledge receipt of this letter and to indicate whether or not you intend to submit a proposal. Yours Sincerely, Lkhasuren Batchuluun Operations Manager, a:i UNDP South Sudan Office 2

Instructions to Offerors Annex I A. Introduction 1. General Purpose of RFP 2. Cost of proposal The Offeror shall bear all costs associated with the preparation and submission of the Proposal, the UNDP will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the solicitation. B. Solicitation Documents 3. Contents of solicitation documents Proposals must offer services for the total requirement. Proposals offering only part of the requirement will be rejected. The Offeror is expected to examine all corresponding instructions, forms, terms and specifications contained in the Solicitation Documents. Failure to comply with these documents will be at the Offeror s risk and may affect the evaluation of the Proposal. 4. Clarification of solicitation documents A prospective Offeror requiring any clarification of the Solicitation Documents may notify the procuring UNDP entity in writing at the email addressed indicated in the RFP. The procuring UNDP entity will respond in writing to any request for clarification of the Solicitation Documents that it receives earlier than 15 th July 2011. Written copies of the organisation s response (including an explanation of the query but without identifying the source of inquiry) will be sent to all prospective Offerors that has received the Solicitation Documents. 5. Amendments of solicitation documents At any time prior to the deadline for submission of Proposals, the procuring UNDP entity may, for any reason, whether at its own initiative or in response to a clarification requested by a prospective Offeror, modify the Solicitation Documents by amendment. All prospective Offerors that have received the Solicitation Documents will be notified in writing of all amendments to the Solicitation Documents. 3

In order to afford prospective Offerors reasonable time in which to take the amendments into account in preparing their offers, the procuring UNDP entity may, at its discretion, extend the deadline for the submission of Proposals. C. Preparation of Proposals 6. Language of the proposal The Proposals prepared by the Offeror and all correspondence and documents relating to the Proposal exchanged by the Offeror and the procuring UNDP entity shall be written in the English language. Any printed literature furnished by the Offeror may be written in another language so long as accompanied by an English translation of its pertinent passages in which case, for purposes of interpretation of the Proposal, the English translation shall govern. 7. Documents comprising the proposal The Proposal shall comprise the following components: (a) Proposal submission form completed in the manner specified in the Proposal Submission Form...(Annex IV); (b) Technical part of the Proposal completed in the manner specified in the Technical Proposal Submission Form...(Annex V) (c) Financial Proposal completed in the manner specified in the Financial Proposal Submission Form...(Annex VI) 8. Proposal currencies All prices shall be quoted in US dollars or any convertible currency. 9. Period of validity of proposals Proposals shall remain valid for ninety (90) days after the date of Proposal submission prescribed by the procuring UNDP entity, pursuant to the deadline clause. A Proposal valid for a shorter period may be rejected by the procuring UNDP entity on the grounds that it is non-responsive. In exceptional circumstances, the procuring UNDP entity may solicit the Offeror s consent to an extension of the period of validity. The request and the responses thereto shall be made in writing. An Offeror granting the request will not be required nor permitted to modify its Proposal. 4

10. Format and signing of proposals The Offeror shall prepare two copies of the Proposal, clearly marking each Original Proposal and Copy of Proposal as appropriate. In the event of any discrepancy between them, the original shall govern. The two copies of the Proposal shall be typed or written in indelible ink and shall be signed by the Offeror or a person or persons duly authorized to bind the Offeror to the contract. The latter authorization shall be indicated by written power-of-attorney accompanying the Proposal. A Proposal shall contain no interlineations, erasures, or overwriting except, as necessary to correct errors made by the Offeror, in which case such corrections shall be initialed by the person or persons signing the Proposal. 11. Payment UNDP shall effect payments to the Contractor after acceptance by UNDP of the invoices submitted by the contractor, upon achievement of the corresponding milestones. D. Submission of Proposals 12. Sealing and marking of proposals The Offeror shall seal the Proposal in one outer and two inner envelopes, as detailed below. (a) The outer envelope shall be: addressed to Attention: Shahzad Khan Bangash Procurement Specialist PR&MGDs Unit, UNDP Juba Office Southern Sudan and, marked with RFP: Services under the Health Systems Strengthening Grant in South Sudan Round 9- Phase I (b) Both inner envelopes shall indicate the name and address of the Offeror. The first inner envelope shall contain the information specified in the Proposal Submission Form (ANNEX IV) AND the information specified in the Technical Proposal Submission Form (ANNEX V) with the copies duly marked Original and Copy. The second inner envelope shall 5

include the completed Financial Proposal Submission Form (ANNEX VI) and duly identified as such. Note, if the inner envelopes are not sealed and marked as per the instructions in this clause, the procuring UNDP entity will not assume responsibility for the Proposal s misplacement or premature opening. 13. Deadline for submission of proposals Proposals must be received by the procuring UNDP entity at the address specified under clause Sealing and marking of Proposals no later than Thursday 21 st July 2011 at 16:00 Juba Southern Sudan Local Time. The procuring UNDP entity may, at its own discretion extend this deadline for the submission of Proposals by amending the solicitation documents in accordance with clause Amendments of Solicitation Documents, in which case all rights and obligations of the procuring UNDP entity and Offerors previously subject to the deadline will thereafter be subject to the deadline as extended. 14. Late Proposals Any Proposal received by the procuring UNDP entity after the deadline for submission of proposals, pursuant to clause Deadline for the submission of proposals, will be rejected. 15. Modification and withdrawal of Proposals The Offeror may withdraw its Proposal after the Proposal s submission, provided that written notice of the withdrawal is received by the procuring UNDP entity prior to the deadline prescribed for submission of Proposals. The Offeror s withdrawal notice shall be prepared, sealed, marked, and dispatched in accordance with the provisions of clause Deadline for Submission of Proposals. The withdrawal notice may also be sent by telex or fax but followed by a signed confirmation copy. No Proposal may be modified subsequent to the deadline for submission of proposals. No Proposal may be withdrawn in the Interval between the deadline for submission of proposals and the expiration of the period of proposal validity specified by the Offeror on the Proposal Submission Form. E. Opening and Evaluation of Proposals 16. Opening of proposals The procuring entity will open the Proposals in the presence of a Committee formed by UNDP Southern Sudan. 6

17. Clarification of proposals To assist in the examination, evaluation and comparison of Proposals, the Purchaser may at its discretion, ask the Offeror for clarification of its Proposal. The request for clarification and the response shall be in writing and no change in price or substance of the Proposal shall be sought, offered or permitted. 18. Preliminary examination The Purchaser will examine the Proposals to determine whether they are complete, whether any computational errors have been made, whether the documents have been properly signed, and whether the Proposals are generally in order. Arithmetical errors will be rectified on the following basis: If there is a discrepancy between the unit price and the total price that is obtained by multiplying the unit price and quantity, the unit price shall prevail and the total price shall be corrected. If the Offeror does not accept the correction of errors, its Proposal will be rejected. If there is a discrepancy between words and figures the amount in words will prevail. Prior to the detailed evaluation, the Purchaser will determine the substantial responsiveness of each Proposal to the Request for Proposals (RFP). For purposes of these Clauses, a substantially responsive Proposal is one which conforms to all the terms and conditions of the RFP without material deviations. The Purchaser s determination of a Proposal s responsiveness is based on the contents of the Proposal itself without recourse to extrinsic evidence. A Proposal determined as not substantially responsive will be rejected by the Purchaser and may not subsequently be made responsive by the Offeror by correction of the nonconformity. 19. Evaluation and comparison of proposals A two-stage procedure is utilized in evaluating the proposals. Stage 1 The evaluation committee shall evaluate the Technical Proposals on the basis of their responsiveness to the Terms of Reference, applying the evaluation criteria, sub criteria, and point system specified. Each responsive proposal will be given a technical score. Proposals shall be rejected at this stage if they do not respond to important aspects of the RFP, and particularly the Terms of Reference or if they fail to achieve the minimum technical score of 70%. Offerors, who have attained minimum 70% score in the technical evaluation, will be considered for further financial evaluation. The weights given to the Technical Proposal is 70% Stage 2 All offers that attained 70% and above in the technical evaluation, will have their Financial Proposals opened. The weight given to the Financial Proposal is 30%. 7

The review process will take the following steps: (i) The technical aspects of eligible proposals will be reviewed and rated by the Technical Review Panel consisting of UNDP staff with the advice of representatives of organizations located in South Sudan deemed by UNDP to have the relevant expertise but excluding any person identified as having a conflict of interest with respect to this process. (ii) The financial aspects of eligible proposals will be reviewed and rated by UNDP evaluation panel. (iii)the final selection will be made by UNDP following all necessary internal processes including a detailed capacity assessment of selected Offerors prior to the signing of any contracts. (iv) All offerors will be notified by mail of the final decisions. Offers will be reviewed based on full and open competition and rated in accordance with the following criteria: Summary of Technical Proposal Evaluation Forms Score Weight Points Obtainable 1. Expertise of Firm / Organisation submitting Proposal 30% 300 Company / Other Entity A B C D E 2. Proposed Work Plan and Approach 40% 400 3. Personnel 30% 300 Total 1000 Evaluation forms for technical proposals follow on the next two pages. The obtainable number of points specified for each evaluation criterion indicates the relative significance or weight of the item in the overall evaluation process. The Technical Proposal Evaluation Forms are: Form 1: Expertise of Firm / Organisation Submitting Proposal Form 2: Proposed Work Plan and Approach Form 3: Personnel Note: The score weights and points obtainable in the evaluation sheet are tentative and should be changed depending on the need or major attributes of technical proposal. 8

Technical Proposal Evaluation Form 1 Expertise of firm / organisation submitting proposal Points obtainable Company / Other Entity A B C D E 1.1 Experience of the organization providing Health 100 Systems Services and capacity building to National Health Systems. 1.2 Experience working with Global Fund supported 30 programmes 1.3 Operational Capacity in South Sudan 50 1.5 Experience in Supply Chain Management 20 1.6 Management, Technical and Organizational Capacity (i) ability to plan, monitor, and co-ordinate activities, (ii) ability to provide adequate logistical support and infrastructure, (iii) and ability to ensure appropriate management of funds Technical Proposal Evaluation Form 2 Proposed Work Plan and Approach 100 300 Points Obtainable Company / Other Entity A B C D E 2.1 To what degree does the Offeror understand the task? 2.2 Have the important aspects of the task been addressed in sufficient detail and reflected in the Program Design 2.3 Are the different components of the project adequately weighted relative to one another? 2.4 Is the proposal adapted to the background and challenges in the targeted project area 2.4 Are the activities well defined and do they correspond to the TOR 2.5 Clear timeline and progress indicators for the proposed strategies and activities. 2.6 Proposed strategies and activities are clear and the sequence is logical and realistic for the implementation of the project. 30 30 30 50 80 100 80 400 9

Technical Proposal Evaluation Form 3 Points Obtainable Company / Other Entity A B C D E 3.1 Capacity Building Field Officers 80 3.1.1 Team Leader 60 3.1.2 Other Technical Staff 100 General Qualification 3.2 - International Experience 15% - Training Experience 10% - Professional Experience in the 40% area of specialization - Knowledge of the region 15% - Language Qualifications 10 Back Stopping and Quality Assurance - International Experience 15% - Professional Experience in the 30% area of specialization - Knowledge of the region 15% 240 60 60 300 Price Evaluation Criteria Stage 2 All offers that attained 70% and above in the technical evaluation will have their Financial Proposals opened. The weight given to the Financial Proposal is 30%. The Price Proposal is evaluated based on the following formula: Sf = 100 x Fm / F The lowest evaluated Financial Proposal (Fm) will be given the maximum financial Score (Sf) of 100 points. Proposals will be ranked according to their combined technical (St) and financial (Sf) scores using the weights indicated in the Data sheet. T = the weight given to the Technical Proposal F = the weight given to the Financial Proposal T + F = 1 S = St x T% + Sf x F% (where T% = 70% and F% = 30%) 10

The procuring UNDP entity may, at its own discretion, enter into negotiation with one or few Offerors achieving the highest combined score. As additional post-qualification measures, the technical proposal offered by the bidder offering the highest total score (TS) may be subjected to the following tests and performance benchmarks prior to contract award: - The proposed team structure and eligibility: this may include interview with key staff. - Demonstration by the selected bidder to the evaluation committee to determine that the methodology and work plan offered meet those specified in the Technical Requirements. It can be through the presentation of previously implemented similar project. Please note that the UNDP is not bound to select any of the consultancy firms / companies submitting proposals. Furthermore, since a contract will be awarded in respect of the proposal which is considered most responsive to the needs of the project concerned, due consideration being given to UNDP s general principles, including economy and efficiency, UNDP does not bind itself in any way to select the firm offering the lowest price. F. Award of Contract 20. Award criteria, award of contract The procuring UNDP entity reserves the right to accept or reject any Proposal, and to annul the solicitation process and reject all Proposals at any time prior to award of contract, without thereby incurring any liability to the affected Offeror or any obligation to inform the affected Offeror or Offerors of the grounds for the Purchaser s action Prior to expiration of the period of proposal validity, the procuring UNDP entity will award the contract to the qualified Offeror whose Proposal after being evaluated is considered to be the most responsive to the needs of the organisation and activity concerned. 21. Purchaser s right to vary requirements at time of award The Purchaser reserves the right at the time of award of contract to vary the quantity of services and goods specified in the RFP without any change in price or other terms and conditions. 22. Signing of the contract Within 30 days of receipt of the contract the successful Offeror shall sign and date the contract and return it to the Purchaser. 11

PROJECT COOPERATION AGREEMENT between THE UNITED NATIONS DEVELOPMENT PROGRAMME and [insert name of sub-recipient] Annex II Whereas the United Nations Development Programme (hereinafter referred to as "UNDP") and [Insert Name of Non-Governmental Organization] have, on the basis of their respective mandates, a common aim in the furtherance of sustainable human development; Whereas UNDP is administering the [insert title of program] program as Principal Recipient in accordance with the agreement concluded between UNDP and the Global Fund to Fight AIDS, Tuberculosis, and Malaria (hereinafter referred to GFATM ), a non-profit foundation established under the laws of Switzerland (hereinafter referred to as the Grant Agreement ); Whereas UNDP, as the Principal Recipient and in accordance with the Grant Agreement, cooperates with the [insert title of CCM] (hereinafter referred to as the CCM ) as appropriate; Whereas UNDP, as the Principal Recipient of the Program, is authorized to provide funds and resources to other entities when necessary to carry out activities, in accordance with the Grant Agreement; Whereas [Insert Name of NGO], its status being in accordance with national regulations, is committed to the principles of participatory sustainable human development and development cooperation, has demonstrated the capacity needed for the activities involved, in accordance with the UNDP requirements for management, is apolitical and not profit-making upon this grant; Whereas [Insert Name of NGO] and UNDP agree that activities shall be undertaken without discrimination, direct or indirect, because of race, ethnicity, religion or creed, status of nationality or political belief, gender, disability, or any other circumstances; Now, therefore, on the basis of mutual trust and in the spirit of friendly cooperation, [Insert Name of NGO] and UNDP have entered into the present Agreement. Article I. Definitions For the purpose of the present Agreement, the following definitions shall apply: (a) "Parties" shall mean the [insert name of sub-recipient] and the United Nations Development Programme; (b) "UNDP" shall mean the United Nations Development Programme, a subsidiary organ of the United Nations, established by the General Assembly of the United Nations; 12

(c) SR or Sub-Recipient shall mean [Insert Name of NGO], an [insert description of entity] that was established in [if applicable insert: and incorporated under the laws of] [insert place, country, where the SR is established or incorporated], with the purpose of [insert the purpose or mandate]; (d) GFATM shall mean the GFATM to Fight AIDS, Tuberculosis and Malaria, a nonprofit foundation established under the laws of Switzerland; (e) CCM shall mean the [insert name of Country Coordinating Mechanism], the organization that coordinates the submission of proposals to the GFATM and monitors the implementation of activities; (f) LFA shall mean the entity that acts as the Local Fund Agent for the GFATM; (g) "The Agreement" or "the present Agreement" shall mean the present Project Cooperation Agreement, the Project Document (Annex), which incorporates the Project Objectives and Activities, Project Work Plan, Project Inputs being provided by the grant, and Project Budget, and all other documents agreed upon between the Parties to be integral parts of the present Agreement; (h) "Government" shall mean the Government of [insert name of concerned national authority]; (i) "UNDP resident representative" [or, if applicable UNDP Country Director ] shall mean the UNDP official in charge of the UNDP office in the country, or the person acting on his/her behalf (j) "Expenditure" shall mean the sum of disbursements made and valid outstanding obligations incurred in respect of goods and services rendered; (k) "To advance" shall mean a transfer of assets, including a payment of cash or a transfer of supplies, the accounting of which must be rendered by the SR at a later date, as herein agreed upon between the Parties; (l) "Income" shall mean the interest on the Project funds and all revenue derived from the use or sale of capital equipment, and from items purchased with funds provided by UNDP or from revenues generated from Project outputs; force; (m) "Force majeure" shall mean acts of nature, invasion or other acts of a similar nature or (n) "Project" shall mean the activities to be carried out by the [insert name of subrecipient] in support of the program entitled [insert title of program] which UNDP is administering pursuant to its agreement with the GFATM; 13

(o) Project Work Plan shall mean a schedule of activities, with corresponding time frames and responsibilities, that is based upon the Project Document, deemed necessary to achieve Project results, prepared at the time of approval of the Project, and revised annually; (p) Resources shall mean funds, equipment, supplies and any other thing of value. Article II. Objective and Scope of the Present Agreement 1. The present Agreement sets forth the general terms and conditions of the cooperation between the Parties in all aspects of achieving the Project Objectives, as set out in the Project Document (Annex of the present Agreement). 2. The Parties agree to join efforts and to maintain close working relationships, in order to achieve the Objectives of the Project. Article III. Duration of Agreement 1. The term of the present Agreement shall commence [either insert date or if applicable upon signature ] and will terminate on [insert termination date from Grant Agreement], the estimated termination date for the Program. Those provisions of the Agreement that are necessary to permit an orderly settlement of accounts between the parties shall survive the Agreement s termination. Article IV. General Responsibilities of the Parties 1. The Parties agree to carry out their respective responsibilities in accordance with the provisions of the present Agreement, and to undertake the Project in accordance with UNDP policies and procedures as set out in the UNDP Programming Manual, which forms an integral part of the present Agreement. 2. Each Party shall determine and communicate to the other Party the person (or unit) having the ultimate authority and responsibility for the Project on its behalf. 3. The Parties shall keep each other informed of all activities pertaining to the Project and shall consult once every three months or as circumstances arise that may have a bearing on the status of either Party in the country or that may affect the achievement of the Objectives of the Project, with a view to reviewing the Project Work Plan and Budget. 4. The Parties shall cooperate with each other in obtaining any licenses and permits required by national laws, where appropriate and necessary for the achievement of the Objectives of the Project. The parties shall also cooperate in the preparation of any reports, statements or disclosures, which are required by the GFATM or national law. 14

5. The SR may use the name and emblem of the United Nations or UNDP only in direct connection with the Project, and subject to prior written consent of the UNDP Resident Representative [or, if applicable, Country Director ]. 6. The activities under the present Agreement are in support of the efforts of the CCM, and therefore the SR will communicate with the members of the CCM, including representatives of the Government, as necessary. The UNDP Resident Representative [or, if applicable, Country Director ] will act as the principal channel for communicating with the Government and the CCM regarding the activities under the Agreement unless otherwise agreed with the Parties. Nothing in this Agreement, however, shall preclude the SR from communicating programmatic information to the Government or the CCM. 7. The UNDP Resident Representative [or, if applicable, Country Director ] will facilitate access to information, advisory services, technical and professional support available to UNDP and will assist the SR to access the advisory services of other United Nations organizations, whenever necessary. 8. The Parties shall cooperate in any public relations or publicity exercises, when the UNDP Resident Representative [or, if applicable, Country Director ] deems these appropriate or useful. Article V. Personnel Requirements 1. The SR shall be fully responsible for all services performed by its personnel, agents, employees, or contractors (hereinafter referred to as "Personnel"). 2. The SR Personnel shall not be considered in any respect as being the employees or agents of UNDP. The SR shall ensure that all relevant national labour laws are observed. 3. UNDP does not accept any liability for claims arising out of the activities performed under the present Agreement, or any claims for death, bodily injury, disability, damage to property or other hazards that may be suffered by SR Personnel as a result of their work pertaining to the project. The SR shall maintain adequate medical and life insurance for SR personnel, as well as insurance coverage for service-incurred illness, injury, disability or death. 4. The SR shall ensure that its Personnel meet the highest standards of qualification and technical and professional competence necessary for the achievement of the Objectives of the Project, and that decisions on employment related to the Project shall be free of discrimination on the basis of race, religion or creed, ethnicity or national origin, gender, disability, or other similar factors. The SR shall ensure that all Personnel are free from any conflicts of interest relative to the Project Activities. Article VI. Terms and Obligations of Personnel 1. The SR undertakes to be bound by the terms and obligations specified below, and shall accordingly ensure that the Personnel performing project-related activities under the present Agreement comply with these obligations: 15

(a) The Personnel shall be under the direct charge of the SR, which will function under the general guidance of UNDP; (b) Further to subparagraph (a) above, the personnel shall not seek nor accept instructions regarding the activities under the present Agreement from any Government other than the Government of [insert name of government] or other authority external to UNDP; (c) They shall refrain from any conduct that would adversely reflect on the United Nations and shall not engage in any activity that is incompatible with the aims and objectives of the United Nations or the mandate of UNDP; (d) Subject to the requirements outlined in the document UNDP public information disclosure policy, information that is considered confidential shall not be used without the authorization of UNDP. In any event, such information shall not be used for individual profit. The SR may communicate with the media regarding the methods and scientific procedures used by the SR; however, UNDP clearance is required for the use of the name UNDP in conjunction with Project Activities in accordance with Article IV, paragraph 5, above. This obligation shall not lapse upon termination of the present Agreement unless otherwise agreed between the Parties. Article VII. Supplies, Vehicles and Procurement 1. UNDP shall contribute to the Project the goods and services indicated in the Project Work Plan and Budget. The SR, in consultation with UNDP, will develop the specifications and/or Terms of Reference for the goods and services identified. UNDP after review and approval of the specifications and Terms of Reference shall carry out the procurement of the requested Resources in accordance with UNDP regulations and rules. All payments will be made directly by UNDP to the vendor or service provider selected through UNDP s procedures in accordance with the respective contracts. 2. To the extent that the SR has been authorized in the Project Work Plan and Budget to directly procure any goods or services, the SR shall ensure that, when placing orders or awarding contracts, it will safeguard the principles of highest quality, economy and efficiency, and that the placing of such orders will be based on an assessment of competitive quotations, bids, or proposals unless otherwise agreed to by UNDP. 3. Equipment, non-expendable materials, or other property furnished or financed by UNDP shall remain the property of UNDP and shall be returned to UNDP upon completion of the Project or upon termination of the present Agreement, unless otherwise agreed upon between the Parties, and in consultation with the GFATM. During Project implementation, all equipment and materials shall be devoted to the Program, and the SR shall be responsible for their proper custody, maintenance and care. The SR shall, for the protection of such equipment and materials during implementation of the Project, obtain appropriate insurance in the amounts agreed upon between the Parties and incorporated in the Project Budget. 16

4. The SR will identify supplies, equipment and other materials furnished or financed by UNDP as property of UNDP. 5. In cases of damage, theft or other losses of vehicles and other property made available to the SR, the SR shall provide UNDP with a comprehensive report, including police report, where appropriate, and any other evidence giving full details of the events leading to the loss of the property. 6. UNDP shall make every effort to assist the SR in clearing all equipment and supplies through customs at places of entry into the country where Project activities are to take place. 7. The SR shall maintain complete and accurate records of equipment, supplies and other property purchased with GFATM funds and shall take periodic physical inventories. The SR shall provide UNDP biannually with the inventory of such equipment, property and non-expendable materials and supplies, and at such time and in such form as UNDP may request. 8. Title to equipment and all other intellectual property rights deriving from activities under this Agreement and Project shall vest in UNDP, in accordance with UNDP s basic assistance agreement (SBAA) with the Government. Article VIII. Financial and Operational Arrangements 1. In accordance with the Project Budget, UNDP has allocated and will make available to the SR funds up to the maximum amount of [insert total amount of Agreement]. (a) [Insert when no advance payment is given: The funds will be paid to the SR quarterly, after a financial report and other agreed-upon documentation, as referenced in Article X, below, for the activities completed have been submitted to and accepted by UNDP as showing satisfactory management and use of UNDP Resources. (b) [Insert in case where an advance payment is given: The first installment of [insert amount of first instalment] will be advanced to the SR within [insert number of working days] working days following signature of the present Agreement. The second and subsequent instalments will be advanced to the SR quarterly, when a financial report and other agreed-upon documentation, as referenced in Article X, below, for the activities completed have been submitted to and accepted by UNDP as showing satisfactory management and use of UNDP Resources. 2. The SR agrees to utilize all Resources furnished or financed by UNDP in strict accordance with the Project Document. The SR shall be authorized to make variations not exceeding 10 per cent on any one line item of the Project Work Plan and Budget provided that the total Budget allocated by UNDP is not exceeded. The SR shall notify UNDP about any expected variations in the Quarterly Reports, as set forth in Article X, below. Any variations exceeding 10 per cent on any one- line item and any variations that involve purchases or activities that are different than what is set forth in the Project Document shall be subject to prior consultations with and approval by UNDP. 3. Unless otherwise agreed to in writing by UNDP, the SR further agrees to return within two weeks of the termination or end of the present Agreement or the completion of the Project any remaining Resources that have been furnished or financed by UNDP, except for unspent funds, 17

which shall be returned within two months of the termination of the present Agreement or the completion of the Project. 4. UNDP shall not be liable for the payment of any expenses, fees, tolls or any other financial cost not outlined in the Project Work Plan or Project Budget unless UNDP has explicitly agreed in writing to do so prior to the expenditure by the SR. 5. The SR recognizes that all funds are subject to availability from the GFATM and that the amount of funds contemplated under this Agreement could be reduced or eliminated if funds are not received from the GFATM. The SR also recognizes that the project which is the subject of this Agreement is part of the larger program with the GFATM: [insert title of program]. As part of its responsibility to implement and oversee this program, it may be necessary for UNDP, in consultation with the CMM and subject to the approval of the GFATM, to modify the projects that are part of the program. The SR agrees to accept any amendment to the annexed Project Document, including modifications and reductions to the budget, necessary for the successful implementation of the program as a whole. 6. In the case of any disbursement that is not made or used in accordance with this Agreement, or that finances goods or services that are not used in accordance with this Agreement, UNDP, notwithstanding the availability or exercise of any other remedies under this Agreement, may require SR to refund the amount of such disbursement within fifteen (15) days after SR receives UNDP s request for a refund. 7. The right to reimbursement set forth in the above article will continue, notwithstanding any other provision of this Agreement, for three (3) years from the date of the last disbursement under this Agreement. Prior approval of a disbursement by UNDP, the GFATM, and/or the LFA does not limit the right to refund provided for in paragraph six (6) above in the event that evidence shows that the original disbursement to the SR was against the provisions of this Agreement. 8. The SR agrees to undertake all reasonable efforts to ensure that none of the UNDP funds received under this Agreement are used to provide support to individuals or entities associated with terrorism and that the recipients of any amounts provided by UNDP hereunder do not appear on the list maintained by the Security Council Committee established pursuant to resolution 1267 (1999). The list can be accessed via http://www.un.org/docs/sc/committees/1267/1267listeng.htm. This provision must be included in all sub-contracts or sub-agreements entered into under this Agreement. Article IX. Maintenance of Records 1. The SR shall keep accurate and up-to-date records and documents in respect of all expenditures incurred with the funds made available by UNDP to ensure that all expenditures are in conformity with the provisions of the Project Work Plan and Project Budgets. For each disbursement, proper supporting documentation shall be maintained, including original invoices, bills, and receipts pertinent to the transaction. Any Income, as defined in Article I, paragraph (l), above, arising from the management of the Project shall be promptly disclosed to UNDP. The 18

Income shall be reflected in a revised Project Budget and Work Plan and recorded as accrued income to UNDP unless otherwise agreed between the Parties. 2. Upon completion of the Project/or Termination of the Agreement, the SR shall maintain the records for a period of at least four years unless otherwise agreed upon between the Parties. Article X. Reporting Requirements 1. The SR shall provide UNDP with periodic reports on the progress, activities, achievements and results of the Project, as agreed between the Parties. At a minimum, the SR agrees to provide the reports set forth below. 2. Quarterly Reports: SR agrees to provide UNDP with a Request for Disbursement and Programmatic Report in form and substance acceptable to UNDP within thirty (30) days after the end of each of UNDP s fiscal quarters. The Quarterly Reports shall reflect (i) the financial activity during the quarter in question and cumulatively from the beginning of the Program until the end of the reporting period, and (ii) a description of the progress achieved toward the milestones set forth in the Project Document. The SR shall explain in the report any variation between the planned and actual achievements for the period in question. 3. The reports will cover the following time periods and will be due on the following dates: Period Covered By Report Report Due Date Jan. 1- March 31 April 15 April 1- June 30 July 15 July 1- Sept. 30 October 15 Oct. 1- Dec. 31 Jan. 15 4. The financial section of the Quarterly Reports should request a quarterly disbursement of funds, list the disbursements incurred on the Project by budgetary component on a quarterly basis, and reconcile outstanding advances and foreign exchange loss or gain during the quarter. It should reflect the transactions of a project on a cash basis. For this reason, unliquidated obligations or commitments should not be reported to UNDP, i.e., the reports should be prepared on a "cash basis", not on an accrual basis, and thus include only disbursements made by the SR and not commitments. However, the SR shall provide an indication when submitting reports as to the level of unliquidated obligations or commitments, for budgetary purposes. 5. The Quarterly Reports contain information that form the basis of a periodic financial review and its timely submission is a prerequisite to the continuing funding of the Project. Unless the Quarterly Report is received, the UNDP Resident Representative [or, if applicable, Country Director ] will not act upon requests for disbursements from UNDP. 6. The SR may not accept refunds from suppliers for goods or services procured through UNDP. Any offer of a refund should be promptly reported to UNDP. Any refund on goods or 19

services that the SR was authorized to procure directly should be reflected on the financial section of the report as a reduction of disbursements on the component to which it relates. 7. In addition to the Quarterly Reports, SR will provide UNDP no later than 30 January of each year of program implementation, with an annual financial and programmatic report in form and substance acceptable to UNDP, covering the preceding fiscal year. 8. Within two months of the completion of the Project or of the termination of the present Agreement, the SR shall submit a final report on the Project activities and include a final financial report on the use of UNDP funds, as well as an inventory of supplies and equipment. 9. The SR also agrees to provide, compile and have available for UNDP whatever other record or information, verbal or written, that UNDP, the CCM and/or the LFA may reasonably request with respect to the funds and Resources it has received. Article XI. Tax Exemptions 1. Section 7 of the Convention on the Privileges and Immunities of the United Nations provides, inter-alia, that the United Nations, including its subsidiary organs, is exempt from all direct taxes, except charges for public utility services, and is exempt from customs duties and charges of a similar nature in respect of articles imported or exported for its official use. In the event any governmental authority refuses to recognize the United Nations exemption from such taxes, duties or charges, the SR shall immediately consult with UNDP to determine a mutually acceptable procedure. 2. Accordingly, the SR authorizes UNDP to deduct from the SR's invoice any amount representing such taxes, duties or charges, unless the SR has consulted with UNDP before the payment thereof and UNDP has, in each instance, specifically authorized the SR to pay such taxes, duties or charges under protest. In that event, the SR shall provide UNDP with written evidence that payment of such taxes, duties or charges has been made and appropriately authorized. Article XII. Audit Requirements 1. The SR shall complete an audit of its expenditure statements within four (4) months of the end of the fiscal year and shall submit the audited statement to the PR. The audit shall be conducted in accordance with UNDP audit procedures, which are described in section 6.8 of the UNDP Programming Manual. The SR shall consult with the PR to ensure that the audit firm has the necessary qualifications to conduct the audit. If requested by the SR, the PR will select and contract the audit firm. The cost of the audit will be charged to the audit budget line. 2. Notwithstanding the above, UNDP shall have the right to audit or review such Projectrelated books and records as it may require and to have access to the books and record of the SR, as necessary. 20

Article XIII. Responsibility for Claims 1. The SR shall also provide and thereafter maintain liability insurance in an adequate amount to cover third party claims for death or bodily injury, or loss of or damage to property, arising from or in connection with the provision of services under this Agreement or the operation of any vehicles, boats, airplanes or other equipment owned or leased by the SR or its agents, servants, employees or sub-contractors performing work or services in connection with this Agreement. 2. The SR shall indemnify, hold and save harmless, and defend at its own expense, UNDP, its officials and persons performing services for UNDP, from and against all suits, claims, demands and liability of any nature and kind, including their cost and expenses, arising out of the acts or omissions of the SR or its employees or persons hired for the management of the present Agreement and the Project. 3. The SR shall be responsible for, and deal with all claims brought against it by its Personnel, employees, agents or subcontractors. Article XIV. Security 1. The responsibility for the safety and security of the NGO and its personnel and property, and of UNDP s property in the NGO s custody, rests with the NGO. 2. The NGO shall: (a) put in place an appropriate security plan and maintain the security plan, taking into account the security situation in the country where the services are being provided; (b) assume all risks and liabilities related to the NGO s security, and the full implementation of the security plan. 3. UNDP reserves the right to verify whether such a plan is in place, and to suggest modifications to the plan when necessary. Failure to maintain and implement an appropriate security plan as required hereunder shall be deemed a breach of this contract. Notwithstanding the foregoing, the NGO shall remain solely responsible for the security of its personnel and for UNDP s property in its custody as set forth in paragraph 1 above. Article XV. Suspension and Early Termination 1. The Parties hereto recognize that the successful completion and accomplishment of the purposes of a technical cooperation activity are of paramount importance, and that UNDP may find it necessary to terminate the Project, or to modify the arrangements for the management of a Project, should circumstances arise that jeopardize successful completion or the accomplishment of the purposes of the Project. The provisions of the present Article shall apply to any such situation. 2. UNDP shall consult with the SR if any circumstances arise that, in the judgment of UNDP, interfere or threaten to interfere with the successful completion of the Project or the accomplishment 21

of its purposes. The SR shall promptly inform UNDP of any such circumstances that might come to its attention. The Parties shall cooperate towards the rectification or elimination of the circumstances in question and shall exert all reasonable efforts to that end, including prompt corrective steps by the SR, where such circumstances are attributable to it or within its responsibility or control. The Parties shall also cooperate in assessing the consequences of possible termination of the Project on the beneficiaries of the Project. 3. UNDP may at any time after occurrence of the circumstances in question, and after appropriate consultations, suspend the Project by written notice to the SR, without prejudice to the initiation or continuation of any of the measures envisaged in paragraph 2, above, of the present Article. UNDP may indicate to the SR the conditions under which it is prepared to authorize management of the Project to resume. 4. If the cause of suspension is not rectified or eliminated within fourteen (14) days after UNDP has given notice of suspension to the SR, UNDP may, by written notice at any time thereafter during the continuation of such cause: (a) terminate the Project; or (b) terminate the management of the Project by the SR, and entrust its management to another institution. The effective date of termination under the provisions of the present paragraph shall be specified by written notice from UNDP. 5. Subject to paragraph 4 (b), above, of the present Article, the SR may terminate the present Agreement in cases where a condition has arisen that impedes the SR from successfully fulfilling its responsibilities under the present Agreement, by providing UNDP with written notice of its intention to terminate the present Agreement at least thirty (30) days prior to the effective date of termination if the Project has a duration of up to six months and at least sixty (60) days prior to the effective date of termination if the Project has a duration of six months or more. 6. The SR may terminate the present Agreement only under paragraph 5, above, of the present Article, after consultations have been held between the SR and UNDP, with a view to eliminating the impediment, and shall give due consideration to proposals made by UNDP in this respect. 7. Upon receipt of a notice of termination by either Party under the present Article, the Parties shall take immediate steps to terminate activities under the present Agreement, in a prompt and orderly manner, so as to minimize losses and further expenditures. The SR shall undertake no forward commitments and shall return to UNDP, within thirty (30) days, all unspent funds, supplies and other property provided by UNDP unless UNDP has agreed otherwise in writing. 8. In the event of any termination by either Party under the present Article, UNDP shall reimburse the SR only for the costs incurred to manage the project in conformity with the express terms of the present Agreement. Reimbursements to the SR under this provision, when added to amounts previously remitted to it by UNDP in respect of the Project, shall not exceed the total UNDP allocation for the Project. 9. In the event of transfer of the responsibilities of the SR for the management of a Project to another institution, the SR shall cooperate with UNDP and the other institution in the orderly transfer of such responsibilities. 22

Article XVI. Additionality 1. The SR recognizes that the GFATM awarded the project funds that are the subject of this Agreement on the condition that the grant is in addition to the normal and expected resources that the Host Country normally receives or budgets from external or domestic sources. In the event such other resources are reduced to an extent that it appears that the grant is being used to substitute for other resources, UNDP may terminate this Agreement upon request from the GFATM. Article XVII. Force Majeure 1. In the event of and as soon as possible after the occurrence of any cause constituting Force Majeure, as defined in Article I, paragraph (n), above, the Party affected by the Force Majeure shall give the other Party notice and full particulars in writing of such occurrence if the affected Party is thereby rendered unable, in whole or in part, to perform its obligations or meet its responsibilities under the present Agreement. The Parties shall consult on the appropriate action to be taken, which may include suspension of the present Agreement by UNDP, in accordance with Article XIV, paragraph 3, above, or termination of the Agreement, with either Party giving to the other at least seven days written notice of such termination. 2. In the event that the present Agreement is terminated owing to causes constituting Force Majeure, the provisions of Article XV, paragraphs 8 and 9, above, shall apply. Article XVIII. Arbitration 1. The Parties shall try to settle amicably through direct negotiations, any dispute, controversy or claim arising out of or relating to the present Agreement, including breach and termination of the Agreement. If these negotiations are unsuccessful, the matter shall be referred to arbitration in accordance with United Nations Commission on International Trade Law Arbitration Rules. The Parties shall be bound by the arbitration award rendered in accordance with such arbitration, as the final decision on any such dispute, controversy or claim. Article XIX. Privileges and Immunities 1. Nothing in or relating to the present Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations and UNDP. Article XX. Child Labor 1. The SR represents and warrants that neither it, nor any of its suppliers is engaged in any practice inconsistent with the rights set forth in the Convention on the Rights of the Child, including Article 32 thereof, which, inter alia, requires that a child shall be protected from performing any work that is likely to be hazardous or to interfere with the child's education, or to be harmful to the child's health or physical mental, spiritual, moral or social development. 23