Textová podoba smlouvy Smlouva č. 11948800: Objednávka expertních prací projektu Elaboration of Legal and

                        United Nations Development Programme

Contract for Goods and/or Services

Empowered lives,
Resilient nations.

Between the United Nations Development Programme and Ústav výzkumu globální změny AV ČR,v.v.i,

UVGZ AV CRyvv.i. (CzechGlobe)

ki Country Where Goods Will be Delivered and/or Services Will be Provided: Georgia

2. UNDP | | Reguest for Ouotation [X] Reguest for Proposal [ ] Invitation to Bid [ ] direct contracting
Number and Date: 25 July 2019

3. Contract Reference (e.g, Contract Award Number): 118/12/2019

4. Long Term Agreement: No

5. Subject Matter of the Contract: [ | goods [X] services | ] goods anď services

6. Type of Services:

Elaboration of Legal and Institutional Framework for Multi-hazard Early Warning System and Climate Information

7. Contract Starting Date: 16 December 2019 | 8. Contract Ending Date: 16 December 2020

9. Total Contract Amount: 157,000 USD (one hundred and fifty seven thousand dollars)
9a. Advance Payment: not applicable

Payment shall be made in 4 (four) instaliments upon elearance of submitted deliverables:

Delnerabie % ofthe entire Amount and Due Dateé
vomraci price

2 © Upon ciearance of submitted phase | ěkěndna n ae USD
= -> - PE contract price No later than 15" Januarv 2020
dehverablos s

9 Upon clearance of submitted phase 2 40% af the entire 62.800 USD
deliverables contract price No later than 30" March

2020

s © Upončlearance of submitted phase 3 (15% ofthe entire 23,550 USD

deliverables contract price No later than 30" August 2020

2 © Upon ciearance af submitted phase 4 30% ofthe entire ke

| deliverables contract price

220

No later than 16" December

10. Total Value of Goods and/or Services:

[ ] below USS50,000 (Goods or Goods and Services) — UNDP General Terms and Conditions for Contracts apply

[ | below US$50,000 (Services only) — UNDP General Terms and Conditions for Institutional (de minimis) Contracts apply

[X] egual to or above US$50,000 (Goods ard/or Services) — UNDP General Terms and Conditions for Contracts apply

11 Payment Method: [X] fixed price [ ] cost reimbursement

12. Contractor's Name:

Ústav výzkumu globální změny AV ČR, vv. i.
Address: Bělidla 986/4a, 603 00 Brno

Country of incorporation: Czech Republic


Website: http:/www.czechglobe.cz/čn/

13. Contraector's Contact Person's Name:

Title: Mr. Jiří Kolman

Address: Bělidla 986/4a, 603 00 Brno

Telephone number: +420511192299

Email: kolman jAczechelobe.cz

14. UNDP Contact Person's Name:

Salome Lomadze

Title: Project manager

Address: 2 Koka Kldiashvili St., Tbilisi, 0179, Georgia
Cell number: 599633033

Email: Salome.lomadze(©undp.org

15. Contractor's Bank Account to which payments will be transferred:
Beneficiary:

Account name: UVGZ AV CR,v.v.l,

Account number: 61722621

Bank Code: 0710

IBAN: CZ44 0710 0000 0000 6172 2621

Bank name: CNB

Bank address: Rooseveltova 18, Brno 60110

Bank SWIFT Code: CNBACZPP m

This Contract consists of the following documents, which in case of conflict shall take precedence over one another in the
following order:

1.. This face sheet ("Face Sheet").

2. UNDP General Terms and Conditions for Contracts

3.. Terms of Reference (TORS)

4. The Contractor's Technical Proposal and Financial Proposal, dated 30 August 2019; these documents not attached
hereto but known to and in the possession of the Parties, and forming an integral part ofthis Contract.

All the above, hereby incorporated by reference, shall form the entire agreement between the Parties (the *Contract"),
superseding the contents of any other negotiations and/or agreements, whether oral or in writing, pertaining to the subject
of this Contract.

This Contract shall enter into force on the date of the last signature of the Face Sheet by the duly authorized representatives
of the Parties, and terminate on the Contract Ending Date indicated on the Face Sheet. This Contract may be amended
only by written agreement between the duly authorized representatives of the Parties,

IN WITNESS WHEREOF, the undersigned, being duly authorized thereto, have on behalf of the Parties hereto signed
this Contract at the place and on the day set forth below.

For the Copipaeton, , k | ; R Pa

| Signature: / | / | | a Signature: / = a

Slota URáNgE Researchlástí 3 l: -4

Name: Michal V. farék ' z . Name: Louisa Vito 3

i zechGto © :
Title; Director Title: UNDP Resident Representative
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Terms of Reference

 

 

 

 

Elaboration of Legal and Institutional Framework for Multi-hazard Early Warning System and
Climate Information

Background Information and Rationale, Project Description

Due to the diverse and complex terrain of the Caucasus mountains, its significant influence and the
influence of the Black Sea and Caspian Sea on the climate and weather of the region, Georgia is exposed
to various climate-induced hazards including floods and flash floods, climate-induced geological hazards
(including landslides, mudflow, debris flows), droughts, soil erosion, severe winds, hailstorms and
avalanches, Furthermore, according to Georgia's the 2nd and the 3rd National Communications, the
freguency, intensity and geographical spread of extreme hydro meteorological hazards will increase under
climate change and may result in significant impacts on key sectors including agriculture, critical
infrastructure (transportation networks, buildings, roads, water supply, energy installations), natural
resources and eco-systems, glaciers and forests.

Disaster risk reduction governance in Georgia in terms of prevention, mitigation, preparedness,
response/recovery is very poor both on national and local government levels. There are gaps in the
existing legal and regulatory framework for disaster risk reduction and integration of climate risk
information into decision-making across all sectors. Despite the presence of framework CCA/DRR laws,
e.g. Law on Public Safety, law on Emergency Situations, there is a need for significant update to establish
effective emergency management system, and address legal gaps, 8.g. setting clear criteria for
classification of disasters; specific regulations (in particular, methodologies) on multi-hazard vulnerability
and risk assessments and mapping, flood assessment and mapping, communication protocols for early
Warning systems, SOPs of individual entities engaged in unified emergency management system, etc. are
missing.

Similarly, there are gapsin the existing legal and regulatory framework for water management that would
prevent operationalization of the MHEWS and integration of climate risk information in decision-making.
There is an on-going work coordinated by the MEPAin Georgia to develop framework legislation on water
and flood risk management guided by the EU directives. Technical support is reguired to accelerate
development of technical guidelines and other regulations for these framework laws,

Conseguently, to address the existing development challenges, UNDP designed a program on reducing
climate-driven disaster risks in Georgia. The programmatic response encompasses two interrelated
projects funded by Swiss Development Cooperation (SDC), under which the current Reguest Proposal is
being announced, and Green Climate Fund (GCF). The GCF funded interventions will target expansion of
the hydro-meteorological network, development of modelling capacities and improving community
resilience through implementation of EWS 8 risk reduction measures,

The project funded by SDC will aim at reducing exposure and vulnerability of communities in Georgia,
through development of multi-hazard risk information to be based on sound regulatory framéworks;

  

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Under the current call of the Reguest for Proposal, improvement of a legal and institutional framework
for Multi-hazard Early Warning System and climate information is envisaged, through provision of
expertise in development/amendment regulatory frameworks for multi-hazard mapping, vulnerability
and risk assessment as well as multi-hazard early warning system.

Specific Objectives

The objective of the reguired services is to develop a package of documents strengthening the legal and
institutional frameworks for MHEWS and climate information issues in Georgia that includes Policy
statement, Strategy, Legislation/Regulations, Procedures, Enforcement Acts, Codes of Practice, Protocols,
Guidance, Framework documents and etc.

The goals of the assignment aré:
1. Development of climate risk regulatory framework;
2. Development of institutional framework for MHEWS.

Specific targets to be achieved under each goal by the service provider are the following:
1. Development of legal framework for hazard, vulnerability and risk assessment and MHEWS, through:

1.1 Development of framework legislation on the management of hydro-meteorolagical hazards
(flood, mudflow, landslide, hailstorm/windstorm, avalancheé and drought) in accordance with EU
Directives, WMO and other applicable international standards;

1.2 Development of policy and legislative framework governing the Multi-Hazard Early Warning
System

1.3 Development of policy and legislative instruments to enforce the agreed-upon arrangements and
standardized and institutionalized hazard, risk and vulnerability assessment methods for Georgia;

2. Development of institutional framework for MHEWS, through:

2.1 Identification of roles, responsibilities and institutional arrangements for EWS at all levels,
particularly the communication and dissemination of early warning;

2.2 Development of communication lines between different agencies and development of Standard
Operational Procedures, Communication Protocols and Codes of Conduct foreach of the agencies
responsible for the various elements of the MHEWS and response;

2.3 Development of national operational maintenance procedures for hydrometric network in

compliance with WMO guidelines

Scope

The service provider will be expected to work closely with the team of experts to be hired under the
overall program. Particularly, regulatory framework for multi-hazard mapping and risk assessment shall
be developed with support from the team of experts working on development of the unified methodology
and Standard Operation Procedures for multi-hazard mapping and risk assessment. Furthermore, team of
experts working on vulnerability assessment methodology and SoPs will provide relevant inputs for
development of legal documents pertaining regulatory frameworks for vulnerability assessment. As for


development of regulatory frameworks for components of Multi-hazard Early Warning System (MHEW5),
the activities will be supplemented by the team of international experts under GCF funded project, In
addition, the service provider shall support integrating climate induced flood and droughts risks
management into water legislation by adaptation of H24 EU Water Framework Directive CIS guidance
document on River Basin Management under Changing Climate. Moreover, the project will assist the
MEPA in translation, adaptation and adoption of the Guidance for Reporting under the Floods Directive
(2007/60/Ec).

Furthermore, the service provider will be expected to work closely with Emergency Management Service,
National Security Council, Ministry of Environment Protection and Agriculture, Ministry of Internal Affairs,
and other relevant line ministries.

Specifically, the service provider will be expected to provide the following services:
Phase 1. Technical Note/annual work plan

1. Develop a detailed methodology, work plan and resourcing plan in close cooperation with UNDP
project team and Chief Technical Advisor;

Phase 2. Desk Research

1. Conduct in depth analysis of institutional set up for multi-hazard early warning components and
climate information (multi-hazard mapping, vulnerability and risk assessment), that includes
stakeholder mapping for each component and relevant capacity assessment. Considering the
results of the stakeholder mapping composition of a thematic working group for legal and
institutional framework should be preparedin orderto conduct thematic working group meetings
during implementation of the assignment. The activity will be supplemented by a team of
international experts hired under the project for development of multi-hazard mapping
methodology and SoPs, international expert on institutional capacity assessment and
international experts for forecasting models, to be hired by GCF project. At least 2 thematic
working group meetings should be organized during implementation of the overall assignment,
or more as deemed reguired by the service provider.

2. ldentify gaps and specific needs for establishment/improvement of institutional framework for
multi-hazard early warning system, that includes definition of specific mandates and standard
operation procedures in close cooperation with relevant stakeholders;

3. Prepare Capacity Development Plan based on the needs for establishment/improvement of the
institutional framework; The activity will be implemented with the technical support from
international expert on Institutional Ca pacity Assessment,

4. Review and in-depth analysis of legal framework for multi-hazard early warning components and
climate information (multi-hazard mapping, vulnerability and risk assessment), that includes
stakeholder mapping for each component and relevant governing laws and policy documents.

5. ldentify the gaps and needs for development/amendment of specific policies and any other legal
documents (by-laws, decrees etc.) to regulate components of multi-hazard early warning system
and multi-hazard mapping, vulnerability and risk assessments based on the methodology and
SoPsto be developed by the team of experts working on the issue;

6. Conductreview of existing practice and ca pacities for operation and maintenance of hydrometric
monitoring network, identify gaps and develop recommendations for improving the protocol for
O8M in close cooperation with relevant stakeholders (NEA, NFA, MEPA), including the Capacity
Development Plan. The activity will be implemented with the technical support from International
expert on Institutional Capacity Assessment to be hired by the project.


7. Review existing status of integrating climate induced flood and droughts risks management into
water legislation:

a. Review in detail the policies, strategies and plans within the water management sector.
identify entry points in the policies and plans for introducing Climate Change induced
flood and drought considerations within the water management sector.

b. Undertake detailed technical review studies on Climate Change impacts on the wster
resources sector in Georgia.

i. Review all existing practises, processes ete. relating to how hydrological
assessments of water resources (surface and ground water assessments) within
each basin and the extent to which climate change considerations are included.

ii. Review all existing practises, processes etc. relating to water supply and demand
assessments (Urban and rural domestic water supply demands, Irrigation
demands, Industrial and mining demands, Environmental Flow Reguirements)
and identify whether climate change induced flood and drought considerations
are systematicaliy included.

iii, Review all existing practises, processes etc. relating to river basin water allocation
assessments and identify whether climate change-induced flood and drought
considerations are systematically included

c. Review of existing River Basin Management Planning practice, methodology and
procedures in Georgia

Phase 3, Institutional framework for multi-hazard early warning system

1. Develop structural set up for Early Warning System with clarification of roles, responsibilities and
institutional arrangements for EWS at all levels, particularly the communication and
dissemination of early warning to be reviewed and validated by relevant stakeholders on thematic
working groups.

2. Develop Standard Operational Procedures, Communication Protocols and Codes of Conduct for
each of the agencies responsible for the various elements of the MHEWS and response, to be
implemented in close cooperation with relevant stakeholders,

3. Develop a set of procedures for operational maintenance of hydrometric monitoring network, to
be validated and approved by relevant stakeholders. The activity should be implemented in close
cooperation with international expert on hydrometeorological and agrometeorological network
to be hired by GCF project.

 

Phase4, Legal framework for multi-hazard early warning system and multi-hazard mapping, vulnerability
and risk assessments
1. Prepare/amend relevant policy documents by-laws, laws, etc. to regulate all components of multi-
hazard early warning system in close cooperation with the legal staff from relevant stakeholders;
2. Prepare/amend relevant policy documents, laws, by-laws to reflect the reguirements of unified
methodologies and relevant SoPs for multi-hazard mapping, vulnerability and risk assessments in
close cooperation with legal staff from relevant stakeholders;
3. Provide inputs to ensure integration of climate induced flood and droughts risks management
into water legislation, through:
a. Development of recommendations for incorporating climate change induced flood and
drought considerations into all aspects of the practices, processes and plans for water
resources hydrological assessments, water demand assessments, and water allocation

 

 

assessments. Incorporation of the EU Guidance document No. 24 - River Basin
Management in a Changing Climate — into water legislation,

b. Consultation with sector leaders on findings of study and invite comments on
recommendations.

c. Development and codifying detailed methodologies for incorporating CC flood and
drought modelling results into risk assessments, strategies, policies and plans for water
resources management.

d. Development and finalisation of robust sector policies and legislative frameworks and
guidelines incorporating climate change induced flood and drought risk ma nagement into
water legislation, including enabling guidelines and/or tools for effective im plementation
of new policies,

e. Development of capacity building roadmap on how to integrate new policies, plans and
strategies into water management planning, including management tools that will be
needed for implementation and enforcement for new policies. This activity will be
conducted in association with the Institutional Capacity Development expert.

4.. Development of a roadmap for implementation and embedding of the new legislation, policies
etc. within relevant institutions along with development of Capacity Development Plan for
development of climate risk informed legislation across all sectors.

Approach and Methodology

At the initial stage the service provider should prepare a process approach and implementation plan
acceptable for UNDP project team and CTA.

The Service provider will be expected to complete deliverables with the following reguirements:

1. The work plan should include Gantt Charts or Work Schedule indicating detailed seguence of the
implemented activities and their corresponding timing;

2. The service provider should ensure active engagement and consultations with major stakeholders
in Georgia, and particularly the Ministry of Environment Protection and Agriculture, National
Environmental Agency, Emergency Management Service under the Ministry of Internal Affairs,
Joint Operation Center/112 under the Ministry of Internal Affairs, National security Council etc.

3. The legal framework reflecting the multi-hazard mapping, vulnerability and risk assessment
methodologies should be developed in close consultations with the experts working on
development of unified methodology for multi-hazard ma pping, recruited by the current project,
as well as team of experts recruited by GCF funded project for development of vulnerability
assessment methodology;

4. Development of institutional framework for MHEWS components should be supplemented by
team of international experts to be hired by GCF, particularly they will develop the institutional
arrangement for effective delivery of forecasts within their areas of their expertise. They will also
provide guidance on the thresholds and criteria for warnings for their specific hazards;

5.. Gender considerations should be reflected in policy documents and technical Buidance (to be
reviewed by gender advisor of the project);

6. The regulatory documents should be prepared in both Georgian and English;


Deliverables and Schedules/Expected Outputs

The service provider shall produce following deliverables:

 

 

Deliverable Timing

 

Upon clearance of completion of phase 1 Technical
note/annual work plan: a detailed process approach and | No later than L5" January 2020
implementation plan. The submitted deliverable should be
analysed by UNDP during this period

 

Upon clearance of completion of phase 2 desk research. The |
submitted deliverable should be analysed by UNDP during | Nolaterthan 300 March = 2020
this period

 

Upon clearance of completion of phase 3 Institutional
framework for multi-hazard early warning systěém. The
submitteďd deliverable should be analysed by UNDP during
this period

No later than 30% August 2020

 

 

| Upon clearance of completion of phase 4 Legal framework
for multi-hazard early warning system and multi-hazard | No later than: 16% December
mapping, vulnerability and risk assessments. The submitted | 2020

deliverable should be analysed by UNDP during this period: |

 

 

 

 

 

Key Performance Indicators and Service Level

The service provider shall be expected to provide technical expertise for the following services:

identify gaps in existing legislation: regarding multi-hazard: mapping, vulnerability and risk
assessments, and provide inputs for amendment/development of relevant legal documents with
consideration of agreed unified methodologies;

Identify gaps in legislation related to multi-hazard early warning system and provide inputs for
amendment/revision of the policy documents;

Develop climate risk regulatory framework, thaát will include development of framework
legislation on hazard management, by-laws and technical guidance informed by EU directives and
other applicable international standards;

Provide inputs to ensure integration of climate induced flood and droughts risks management
into water legislation;

Develop road map for adoption of legal and institutional framework;

Develop Capacity Development Plan for elaboration of climate risk informed legislation across all
sectors.

Provide technical support to Ministry of Environment Protection and Agriculture, Emergency
Management Service, Ministry of Internal Affairs and other relevant line ministries in process of
adoption of the legal documents;

No payments shall be due from UNDP in case the service level is not met by the service provider for the
activities and deliverables listed above.

Governance and Accountability

The contractor's performance will be monitored and regularly evaluated based on the monthly progress
reports designed to provide updates per the service implementation plan and annual workplan. Regular
monitoring of the performance will be conducted by UNDP senior management as per stipulated in the
Terms of Reference.

The instalments will be linked with the deliverables and will be linked with approval from Project Manager
and Chief Technical Advisor,

The service provider while implementing the service, should closely cooperate with Ministry of
Environment Protection and Agriculture of Georgia, Emergency Management Service, National Security
Council, project donor— SDC technical representatives and the projects Chief Technical Advisor.

Facilities to be provided by UNDP

To the certain extend UNDP will assist in mobilizing stakeholders contributing to the assignment. UNDP
will provide with office premises during missions of international experts in Georgia.

Expected duration of the contract/assignment

The implementation period of the contract is 12 months starting from 16 December 2019 to 16 December
2020 with total of 150 working days.

UNDP reserves the right to review outputs, give comments, approve/accept outputs within 2 weeks
period after submission.

Duty Station
The duty station of the contractor will be home based with missions to Tbilisi Georgia.

Professional Oualifications of the Contractor and its key personnel

The assignment must be implemented through the international expertise in DRR and FWS framework, EU
Flood and Drought Directives national expertise in DRR, EWS, WRM, and legislation, policy analysis and
development with the following composition:

1.. Coordinator: Pavel Cincera,
Nationality: Czech
Duration: 20 working days for the period of 16 December 2019 - 16 December 2020

 

 

The Coordinator shall be responsible for overall technical and administrative supervision, coordination of
the team of experts, planning of the activities and ensuring that the project progresses as scheduled,
coordination with the stakeholders, financial management, and regular reporting.

2. International expert in DRR and EWS; Pavel Raska
Nationality: Czech
Duration: 15 working days for the period of 16 December 2019- 16 December 2020

The expert shall provide leadership in development of institutional, legislative and policy frameworks for
national Disaster Risk Reduction and Early Warning Systems. Provide analysis of disaster-risk and
institutional context, provision of advisory services, identification of entry points into existing national policy
and legislative frameworks and ongoing or planned programmes, and development of overarching
frameworks for DRR and MHEWS. Development of SoPs for operation and maintenance of hydrometric
monitoring network.

3. International expert in International law, policy analysis and development: Jiri Kolman
Nationality: Czech
Duration: 10 working days for the period of 16 December 2019 - 16 December 2020

The expert shall provide leadership in identification of priority DRR and EWS areas for translation based on
strategic national documents, identification of acts for translation, and determination the annual calendar
of translation, translation into national legislation in accordance with national legislation.

4. National expert in WRM/DRR: Ivane Grigolashvili
Nationality: Georgian
Duration: 10 working days for the period of 16 December 2019 — 16 December 2020

The national expert in WRM/DRR under leadership of international experts will be responsible to review in
detail the policies, strategies and plans within the water management sector. Identify entry points in the
policies and plans for introducing Climate Change induced flood and drought considerations within the
water management sector. Undertake detailed technical review studies on Climate Change impacts on the
water resources sector in Georgia.

5. National Expert in EW5/DRR: Šophio Devdariani
Nationality: Georgian
Duration: 10 working days for the period of 16 December 2019 — 16 December 2020

The national expert under leadership of international experts will be responsible for development of
institutional, legislative and policy frameworks for national Disaster Risk Reduction and Early Warning
Systems

6. National expert in policy analysis and development: Shota Kublashvili
Nationality: Georgian
Duration: 10 working days for the period of 16 December 2019 - 16 December 2020

The experts shall provide in-depth analysis of the legislation system for DRR and EWS under technical
guidance of international and national experts and develop the relevant legal framework in close
cooperation with legal staff from relevant governmental stakeholders.

7. National expert in policy analysis and development: Ketevan Papashvili

Nationality: Georgian
Duration: 10 working days for the period of 16 December 2019-16 December 2020

The experts shall provide in-depth analysis of the legislation system for DRR and EWS under technical
guidance of international and national experts and develop the relevant legal framework in close
cooperation with legal staff from relevant governmental stakeholders.

Price and Schedule of Payments

The Contract's price is fixed output-based regardless of extension of the herein specific duration. Payment
per each deliverable will be done only after full clearance of the deliverables by the Project Manager and
Chief Technical Adviser.

Activities are divided into 4 phases. During the period the contractor should submit the deliverables as
follows:

(E Deliverable Percentage of Payments
1 Upon completion of phase 1 15%
2 Upon completion of phase 2 desk research. The submitted | 40%

deliverable should be analysed by UNDP during this period

3 Upon completion of phase 3 15%
Upon completion of phase 4 30%



United Nations Development Programme

 

DIP

Empowered lives,
Resilient nations.

GENERAL TERMS AND CONDITIONS FOR

CONTRACTS

This Contract is between the United Nations Development Programme, a subsidiary organ of the
United Nations established by the General Assembly of the United Nations (hereinafter “UNDP"), on
the one hand, and a Sompany or organization indicated in the Face Sheet of this Contract (hereinafter
the “Contractor"), on the other hand.

1. LEGAL STATUS OF THE PARTIES: UNDP and the Contraetor shall be referred to as a "Party"
or, collectively, “Parties" hercunder, and:

1.1 Pursuant, inter alia, to the Charter of the United Nations and the Convention on the Privileges
and Immunities of the United Nations, the United Nations, including its subsidiary organs, has full
Juridical personality and enjoys such privileges and immunities as are necessary for the independent
fulfillment of its purposos.

1.2 The Contractor shall have the legal status of an independent contractor vis-d-vis UNDP, and
nothing contained in or relating to the Contract shall be construed as establishing or creating
between the Parties the relationship of employer and employee or of principal and agent. The
officials, representatives, employees, or subcontractors of each of the Parties shall not be considered
in any respect as being the employees or agents of the other Party, and each Party shall be solely
responsible for all claims arising out of or relating to its engagement of such pěrsons or entities,

2. OBLIGATIONS OF THE CONTRACTOR:

2.1 The Contractor shall deliver the goods described in the Technical Specifications for Goods
(hereinafler the “Goods") and/or perform and complete the services described in the Terms of
Reference and Schedule of Payments (hereinafier the “Services"), with due diligence and efficiency,
and in accordance with this Contract. The Contractor shall also provide all technical and
administrative support needed in order to ensure the timely and satisfactory delivery of the Goods
and/or performance of the Services.

2.2 To the extent that the Contract involves any purchase of the Goods, the Contractor shall provide
UNDP with written evidence of the delivery of the Goods, Such evidence of delivery shall, at the
minimum, consist of an invoice, a certification of conformity, and other supporting shipment
documentation as may otherwise be specified in the Technical Specifications for Goods.

REV.: SEPTEMBER 2017 UNDP GENERAL TERMS AND CONDITIONS FOR CONTRACTS

 

 

2.3 The Contractor represents and warrants the accuracy of any information or data provided to
UNDP for the purpose of entering into this Contract, as well as the guality of the deliverables and
reports foreseen under this Contract, in accordance with the highest industry and professional
standards.

2.4 All time limits contained in this Contract shall be deemed to be of the essence in respect of the
performance of the delivery of the Goods and/or the provision of the Services.

3. LONG TERM AGREEMENT: If the Contractor is engaged by UNDP on tho basis of a long-term
agreement (“LTA") as indicated in the Face Sheet of this Contract, the following conditions shall

apply:
3,1 UNDP does not warrant that any guantity of Goods and/or Services shall be ordered during the
term ofthe LTA.

3.2 Any UNDP business unit, including, but not limited to, a Headguarters unit, a Country Office or a
Regional Centre, as well as any United Nations entity, may benefit from the retainer and order Goods
and/or Services from the Contractor hereunder.

3.3 The Contractor shall provide the Services and/or deliver the Goods, as and when reguested by
UNDP and reflected in a Purchase Order, which shall be subject to the terms and conditions
stipulated in this Contract. For the avoidance of doubt, UNDP shall acguire no legal obligations
towards the Contractor unless and until a Purchase Order is issued.

3.4 The Goods and/or Services shall be at the Discount Prices annexed hereto, The prices shall
remain in effect for a period of three years from the Starting Date stated in the Face Sheet of this
Contract.

3.5 Inthe event of any advantageous technical changes and/or downward pricing of the Goods and/or
Services during the term of the retainer, the Contractor shall notify UNDP immediately. UNDP shall
consider the impact of any such event and may reguest an amendment to the retainer.

3.6 The Contractor shall report semi-annually to UNDP on the Goods delivered and/or Services
provided, unless otherwise specified in the Contract. Each report should be submitted to the UNDP
Contact Person indicated in as indicated in the Face Sheet hereto, as well as to a UNDP business unit
that has placed a Purchase Order for the Goods and/or Services during the reporting period.

3.7 The LTA shall remain in force for the maximum period of two years and may be extended by
UNDP for one additional year by mutual agreement of the Parties.

4. PRICE AND PAYMENT:

4.1 FIXED PRICE: If Fixed Price is chosen as a payment method pursuant to the Face Sheet of this
Contract, in full consideration for the complete and satisfactory delivery of the Goods and/or provision
of the Services, UNDP shall pay the Contractor a fixed amount indicated in the Face Sheet of this
Contract.

4.1.1 The amount stated in the Face Sheet of this Contract is not subject to any adjustment or revision
because of price or currency fuctuations, or the actual costs incurred by the Contractor in the
performance of the Contract.

4.1.2 UNDP shall effect payments to the Contractor in the amounts and pursuant to the schedule of
payments set forth in the Terms of Reference and Schedule of Payments, upon completion by the
Contractor of the corresponding deliverable(s) and upon acceptance by UNDP of the original invoices
submitted by the Contractor to the UNDP Contact Person indicated in the Face Sheet of this Contract,
together with whatever supporting documentation that may be reguired by UNDP:

REV.: SEPTEMBER 2017 UNOP GENERAL TERMS AND CONDITIONS FOR ČONTRACTS PAGE2

 

4.1.3 Invoices shall indicate a deliverable completed and the corresponding amount payable.

4.1.4 Payments effected by UNDP to the Contractor shall be deemed neither to relieve the Contractor of
its obligations under this Contract nor as acceptance by UNDP of the Contractor's delivery of the
Goods and/or provision of the Services.

4.2 COST REIMBURSEMENT: If Cost Reimbursement is chosen as a payment method pursuant to
the Face Sheet of this Contract, in full consideration for the complete and satisfactory delivery of the
Goods and/or provision of the Services under this Contract, UNDP shall pay the Contractor an amount
not exceeding the total amount stated in the Face Sheet of this Contract.

42.1 The said amount is the maximum total amount of reimbursable costs under this Contract. The
breakdown of costs contained in the Financial Proposal, referred to in the Face Sheet to this Contract
shall specify the maximum amount per cach cost category that is reimbursable under this Contract. The
Contractor shall specify in its invoices or financial reports (as reguired by UNDP) the amount of the
actual reimbursable costs incurred in the delivery of the Goods and/or the provision of the Services.

4.2.2 The Contractor shall not provide the Services and/or deliver the Goods or eguipment, materials
and supplics that may result in any costs in excess of the amount stated in the Face Sheet of this
Contract, or of the maximum amount per each cost category specified in the breakdown of costs
contained in the Financial Proposal, without the prior written agreement of the UNDP Contact Person.

4.2.3 The Contractor shall submit original invoices or financial reports (as reguired by UNDP) for the
Goods delivered in accordance with the Technical Specifications for Goods and/or the Services
provided in accordance with the schedule set forth in the Terms of Reference and Schedule of
Payments. Such invoices or financial reports shal] indicate a deliverable or deliverables completed and
the corresponding amount payable. They shali be submitted to the UNDP Contact Person, together with
whatever supporting documentation of the actual costs incurred that is reguired in the Financial
Proposal, or may be reguired by UNDP.

4.2.4 UNDP shall effect payments to the Contractor upon completion by the Contractor of the
deliverable(s) indicated in the original invoices or financial reports (as reguired by UNDP) and upon
acceptance of these invoices or financial reports by UNDP. Such payments shall be subject to any
specific conditions for reimbursement specified in the breakdown of costs contained in the Financial
Proposal,

4.2.5 Payments effected by UNDP to the Contractor shall be deemed neither to relieve the Contractor of
its obligations under this Contract nor as acceptance by UNDP of the Contractor's delivery of the
Goods and/or performance of the Services.

5. ADVANCE PAYMENT:

5.1 If an advance payment is due to the Contractor pursuant to the Face Sheet of this Contract, the
Contractor shall submit an original invoice for the amount of that advance payment upon signature of
this Contract by the Parties.

5.2 If an advance payment representing 20% or more of the total contract value, or amounting lo
US$30,000 or more, is to be made by UNDP upon signature of the Contract by the Parties, such
payment shall be contingent upon receipt and acceptance by UNDP of a bank guarantee or a certified
chegue for the full amount of the advance payment, valid for the duration of the Contract, and in a form
acceptable to UNDP.

6. SUBMISSION OF INVOICES AND REPORTS:

6.1 All original invoices, financial reports and any other reports and Supporting documentation reguired
under this Contract shall be submitted by mail by the Contractor to UNDP Contact Pe „Up

  

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8.

reguest of the Contractor, and subject to approval by UNDP, invoices and financial reports may be
submitted to UNDP by fax or email.

6.2 All reports and invoices shall be submitted by the Contractor to the UNDP Contact Person specified
in the Face Sheet of this Contract.

„ TIME AND MANNER OF PAYMENT:

7.1 Invoices shall be paid within thirty (30) days of the date of their acceptance by UNDP. UNDP shall
make every effort to accept an original invoice Or advise the Contractor of its non-acceptance within a
reasonable time from receipt,

7.2 Where the Services are to be provided, in addition to an invoice, the Contractor shall submit to
UNDP a report, describing in detail the Services provided under the Contract during the period of
time covered in each report.

RESPONSIBILITY FOR EMPLOYEES: To the extent that the Contract involves the provision

of the Services to UNDP by the Contractor's officials, employees, agents, servants, subcontractors and

other representatives (collectively, the Contractor s

Bem té

personnel"), the following provisions shall apply:

8.1 The Contractor is responsible for and shall assume all risk and liabilities relating to its personnel
and property.

8.2 The Contractor shall be responsible for the professional and technical competence of the
personnel it assigns to perform work under the Contract and will select reliable and competent
individuals who will be able to effectively perform the obligations under the Contract and who,
while doing so, will respect the local laws and customs and conform to a high standard of moral and
ethical conduct.

8.3 Such Contractor personnel shall be professionally gualified and, if reguired to work with
officials or staff of UNDP, shall be able to do so effectively. The gualifications of any personnel
whom the Contracior may assign or may propose to assign to perform any obligations under the
Contraot shall be substantially the same, or better, as the gualifications of any personnel originally
proposed by the Čontractor,

8.4 At the option of and in the sole diseretion of UNDP:

8.4.1 the gualifications of personnel proposed by the Contractor (e.g., a curriculum vitae) may be
revicwed by UNDP prior to such personnel's performing any obligations under the Contract;

8.4.2 any personnel proposed by the Contractor to perform obligations under the Contract may be
intervicwed by gualified staff or officials of UNDP prior to such personnel's performing any
obligations under the Contract; and,

8.43in cases in which, pursuant to Article 8.4.1 or 8.4.2, above, UNDP has reviewed the
gualifications of such Contractor's personnel, UNDP may reasonably refuse to accept any such
personnel.

8.5 Reguirements specified in the Contract regarding the number or gualifications of the
Contractor's personnel may change during the course of performance of the Čontract. Any such
change shall be made only following written notice of such proposed change and upon written
agreement between the Parties regarding such change, subject to the following:

8.5.1 UNDP may, at any time, reguest, in writing, the withdrawal or replacement of any of the
Contractor's personnel, and such reguest shall not be unreasonably refused by the Contractor.

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8.5.2 Any of the Contractor's personnel assigned to perform obligations under the Contract shall not
be withdrawn or replaced without the prior written consent of UNDP, which shall not be
unreasonably withheld,

8.5.3 The withdrawal or replacement of the Contractor"s personnel shall be carried out as guickly as

possible and in a manner that will not adversely affect the performance of obligations under the
Contract.

8.5.4 AI expenses related to the withdrawal or replacement of the Contractor's personnel shall, in all
cases, be borne exclusively by the Contractor,

8.5.5 Any reguest by UNDP for the withdrawal or replacement of the Contractor's personnel shall
not be considered to be a termination, in whole or in part, of the Contract, and UNDP shall not bcar
any liability in respect of such withdrawn or replaced personnel.

8.5.6 If a reguest for the withdrawal or replacement of the Contractor's personnel is nor based upon a
default by or failure on the part of the Contractor to perform its obligations in accordance with the
Contract, the misconduct of the personnel, or the inability of such personnel to reasonably work
together with UNDP officials and staff, then the Contractor shall not be liable by reason of any such
regučst for the withdrawal or replacement of the Contractor's personnel for any delay in the
performance by the Contractor of its obligations under the Contract that is substantially the result of
such personnel's being withdrawn or replaced.

8.6 Nothing in Articles 8.3, 8.4 and 8.5, above, shall be construed to create any obligations on the
part of UNDP with respect to the Contractor's personnel assigned to perform work under the
Contract, and such personnel shall remain the sole responsibility of the Contractor.

8.7 The Contractor shall be responsible for reguiring that all personnel assigned by it to perform any
obligations under the Contract and who may have access to any premises or other property of UNDP
shall:

8.7.1 undergo or comply with security screening reguirements made known to the Contractor by
UNDP, including but not limited fo, a revicw of any criminal history;

8.7.2 when within UNDP premises or on UNDP property, display such identification as may bc
approved and furnished by UNDP security officials, and that upon the withdrawal or replacement of
any such personnel or upon termination or completion of the Contract, such personnel shall
immediately return any such identification to UNDP for cancellation,

8.8 Within one working day afler learning that any of Contractor's personnel who have access to any
UNDP premises have been charged by law enforcement authorities with an offense other than a
minor traffic offense, the Contractor shall provide written notice to inform UNDP about the
particulars of the charges then known and shall continue to inform UNDP concerning all substantial
developments regarding the disposition of such charges,

8.9 AI operations of the Contractor, including without limitation, storage of eguipment, materials,
supplies and parts, within UNDP premises or on UNDP property shall be confined to areas
authorized or approved by UNDP. The Contractor's personnel shall not enter or pass through and
shall not store or dispose of any of its cguipment or materials in any areas within UNDP premises or
on UNDP property without appropriate authorization from UNDP.

8.10 The Contractor shall (i) 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; and
(ii) assume all risks and liabilities related to the Contractor's security, and the full implementation of
the security plan.

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8.11 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
reguired hereunder shall be deemed a breach of this contract. Notwithstanding the foregoing, the
Contractor shall remain solely responsible for the security of its personnel and for UNDP'*s property
in its custody as set forth in paragraph 8.10 above.

9. ASSIGNMENT:

9.1 Except as provided in Article 9.2, below, the Contractor may not assign, transfer, pledge or maké
any other disposition of the Contract, of any part of the Contract, or of any of the rights, claims or
obligations under the Contract except with the prior written authorization of UNDP. Any such
unauthorized assignment, transfer, pledge or other disposition, or any attempt to do so, shall not be
binding on UNDP. Except as permitted with respect to any approved subcontractors, the Contractor
shall not delegate any of its obligations under this Contract, except with the prior written consent of
UNDP. Any such unauthorized delegation, or attempt to do so, shall not be binding on UNDP.

9,2 The Contractor may assign or otherwise transfer the Contract to the surviving entity resulting
from a reorganization of the Contractor's operations, provided that:

9.2.l such reorganization: is: not the result of any bankruptcy, receivership or other similar
proceedings; and,

9.2.2 such reorganization arises from a sale, merger, or acguisition of all or substantially all of the
Contractor's assets or ownership interests; and,

9.2.3 the Contractor promptly notifies UNDP about such assignment or transfer at the carliest
opportunity; and,

9,2.4 the assignee or transferec agrees in writing to be bound by all of the terms and conditions of
the Contract, and such writing is promptly provided to UNDP following the asstgnment or transfer.

10. SUBCONTRACTING: In the event that the Contractor reguires the services of subcontractors to
perform any obligations under the Contract, the Contractor shall obtain the prior written approval of
UNDP. UNDP shall be entitled, in its sole diseretion, to review the gualifications of any subeontractors
and to reject any proposed subcontractor that UNDP reasonably considers is not gualified to perform
obligations under the Contract. UNDP shall have the right to reguire any subcontractor's removal from
UNDP premises without having to give any justification therefor.. Any such rejection or reguest for
removal shall not, in and of itself, entitle the Contractor to claim any delays in the performance, or to
assert any excuses for the non-performance, of any of its obligations under the Contract, and the
Contractor shall be solely responsible for all services and obligations performed by its subcontractors.
The terms of any subcontract shall be subject to, and shall be construed in a manner that is fully in
accordance with, all of the terms and conditions of the Contract.

11. PURCHASE OF GOODS: To the extent that the Contract involves any purchase of the Goods,
whether in whole or in part, and unless specifically stated otherwise in the Contract, the following
conditions shall apply to such purchases under the Contract:

11.1 DELIVERY OF GOODS: The Contractor shall hand over or make available the Goods, and
UNDP shall receive thc Goods, at the place for the delivery of the Goods and within the time for
delivery of the Goods specified in the Contract.. The Contractor shall provide to UNDP such
shipment documentation (including, without limitation, bills of lading, airway bills, and commercial
invoices) as are specified in the Contract or, otherwise, as are customarily utilized in the trade. All
manuals, instructions, displays and any other information relevant to the Goods shall be in the
English language unless otherwise specified in the Contract. Unless otherwise stated in the Contract
(including, but not limited to, in any “INCOTERM" or similar trade term), the entire risk of loss,

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damage to, or destruction of the Goods shall be borne exclusively by the Contractor until physical
delivery of the Goods to UNDP in accordance with the terms of the Contract. Delivery of the Goods
shall not be deemed in itself as constituting acceptance of the Goods by UNDP.

11.2 INSPECTION OF THE GOODS: If the Contract provides that the Goods may be inspected
prior to delivery, the Contractor shall notify UNDP when the Goods are ready for pre-delivery
inspection. Notwithstanding any pre-delivery inspection, UNDP or its designated inspection agents
may also inspect the Goods upon delivery in order to confirm that the Goods conform to applicable
specifications or other reguiremenis of the Contract. All reasonable facilities and assistance,
including, but not limited to, access to drawings and production data, shall be furnished to UNDP or
its designated inspection agents at no charge therefor. Neither the carrying out of any inspections of
the Goods nor any failure to undertake any such inspections shall relieve the Contractor of any of its
warranties or the performance of any obli gations under the Contract,

11.3 PACKAGING OF THE GOODS: The Contractor shall package the Goods for delivery in
accordance with the highest standards of export packaging for the type and guantities and modes of
transport of the Goods. The Goods shall be packed and marked in a proper manmer in accordance
with the instructions stipulated in the Contract or, otherwise, as customarily done in the trade, and in
accordance with any reguirements imposed by applicable law or by the transporters and
manufacturers of the Goods. The packing, in particular, shall mark the Contract or Purchase Order
number and any other identification information provided by UNDP as well as such other
information as is necessary for the correct handling and safe delivery of the Goods. Unless
otherwise specified in the Contract, the Contractor shall have no right to any return of the packing
materials.

11.4 TRANSPORTATION £ FREIGHT: Unless otherwise specified in the Contract (including,
but not limited to, in any “INCOTERM" or similar trade term), the Contractor shall be solely liable
for making all transport arrangements and for payment of freight and insurance costs for the
shipment and delivery of the Goods in accordance with the reguirements of the Contract. The
Contractor shall ensure that UNDP receives all necessary transport documents in a timely manner so
as lo enable UNDP to take delivery of the Goods in accordance with the reguirements of the
Contract.

11.5 WARRANTIES: Unless otherwise specified in the Contract, in addition to and without
limiting any other warrantics, remedies or rights of UNDP stated in or arising under the Contract, the
Contractor warrants and represents that:

11.5.1 The Goods, including all packaging and packing thereof. conform to the technical
specifications, are fit for the purposes for which such Goods are ordinarily used and for any purposes
cxpressly made known in writing in the Contract, and shall be of even guality, free from faults and
defects in design, material, manufacturer and workmanship;

11.5.2 If the Contractor is not the original manufacturer of the Goods, the Contractor shall provide
UNDP with the benefit of all manufacturers' warranties in addition to any other warranties reguired
to be provided under the Contract;

11.5.3 The Goods are of the guality, guantity and description reguired by the Contract, including
when subjected to conditions prevailing in the place of final destination;

11.5.4 The Goods are free from any right of claim by any third-party, including claims of
infringement of any intellectual property rights, including, but not limited to, patents, copyright and
trade secrets;

11.5.5 The Goods are new and unused;

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115.6 All warranties will remain fully valid following any delivery of the Goods and for a period of
not less than one (1) year following aceeptance of the Goods by UNDP in accordance with the
Contract;

11.5.7 During any period in which the Contractor's warranties are effective, upon notice by UNDP
that the Goods do not conform to the reguirements of the Contract, the Contractor shall promptly and
at its own expense correct such non-conformities or, in case of its inability to do so, replace the
defective Goods with Goods of the same or better guality or, at its own cost, remové the defective
Goods and fully reimburse UNDP for the purchase price paid for the defective Goods; and,

11.5.8 The Contractor shall remain responsive to the needs of UNDP for any services that may be
reguired in connection with any of the Contraotor's warranties under the Contract.

11.6 ACCEPTANCE OF GOODS: Under no circumstances shall UNDP be reguired to accept any
Goods that do not conform to the specifications or reguirements of the Contract. UNDP may
condition its acceptance of the Goods upon the successful completion of acceptance tests as may be
specified in the Contract or otherwise agreed in writing by the Parties. In no case shall UNDP be
obligated to accept any Goods unless and until UNDP has had a reasonable opportunity to inspect
the Goods following delivery. If the Contract specifies that UNDP shall provide a written
acceptance of the Goods, the Goods shall not be deemed accepted unless and until UNDP in fact
provides such written acceptance. In no case shall payment by UNDP in and of itself constitute
acceptance of the Goods.

11.7 REJECTION OF GOODS: Notwithstanding any other rights of, or remedies available to
UNDP under the Contract, in case any of the Goods are defective or otherwise do not conform to the
specifications or other reguirements of the Čontract, UNDP, at its sole option, may reject or refuse to
accept the Goods, and within thirty (30) days following receipt of notice from UNDP of such
rejection or refusal to accept the Goods, the Contractor shall, in sole option of UNDP:

[1.7.1 provide a full refund upon return of the Goods, or a partial refund upon a return of a portion
of the Goods, by UNDP; or,

11.7.2 repair the Goods in a manner that would enable the Goods to conform to the specifications or
other reguiremenís of the Contract; or,

11.7.3 replace the Goods with Goods of egual or better guality; and,

11.7.4 pay all costs relating to the repair or return ofthe defective Goods as well as the costs relating
to the storage of any such defective Goods and for the delivery of any replacement Goods to UNDP.

11.8 In the event that UNDP elects to return any of the Goods for the reasons specified in Article
11.7, above, UNDP may procure the Goods from another source. In addition to any other rights or
remedies available to UNDP under the Contract, including, but not limited to, the right to terminate
the Contract, the Contractor shall be liable for any additional cost beyond the balance of the Contract
price resulting from any such procurement, including, iner alia, the costs of engaging in such
procurement, and UNDP shall be entitled to compensation from the Contractor for any reasonable
expenses incurred for preserving and storing the Goods for the Contractor's account.

11.9 TITLE: The Contractor warrants and represents that the Goods delivered under the Contract
are unencumbered by any third party's title or other property rights, including, but not limited to, any
liens or security interests. Unless otherwise expressly provided in the Contract, title in and to the
Goods shall pass from the Contractor to UNDP upon delivery of the Goods and their acceptance by
UNDP in accordance with the reguirements of the Contract.

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11.10 EXPORT LICENSING: The Contractor shall be responsible for obtaining any export
license reguired with respect to the Goods, products, or technologies, including software, sold,
delivered, licensed or otherwise provided to UNDP under the Contract. The Contractor shall procure
any such export license in an expeditious manner. Subject to and without any waiver of the
privileges and immunities of UNDP, UNDP shall lend the Contractor all reasonable assistance
reguired for obtaining any such export license. Should any Governmental entity refuse, delay or
hinder the Contractor's ability to obtain any such export license, the Contractor shall promptly
consult with UNDP to enable UNDP to take appropriate mcasures to resolve thc matter.

12. INDEMNIFICATION:

12.1 The Contractor shall indemnify, defend, and hold and save harmless, UNDP, and its officials,
agents and employees, from and against all suits, proceedings, claims, demands, losses and liability
of any kind or nature brought by any third party against UNDP, including, but not limited to, all
litigation costs and expenses, attorney"s fees, settlement payments and damages, based on, arising
from, or relating to:

12.1.1 allegations or claims that the possession of or use by UNDP of any patented device, any
copyrighted material, or any other goods, property or services provided or licensed to UNDP under
the terms of the Contract, in whole or in part, separately or in a combination contemplated by the
Contractor's published specifications therefor, or otherwise specifically approved by the Contractor,
constitutes an infringement of any patent, copyright, trademark, or other intellectual property right of
any third party; or,

12.1.2 any acts or omissions of the Contractor, or of any subcontractor or anyone directly or
indirectly employed by them in the performance of the Contract, which give rise to legal liability to
anyone not a party to the Contract, including, without limitation, claims and liability in the nature of
a claim for workers' compensation.

12.2 The indemnity set forth in Article 12.1.1, above, shall not apply to:

12.2.1 A claim of infringement resulting from the Contractor's compliance with specific written
instructions by UNDP directing a change in the specifications for the goods, property, materials,
eguipment or supplies to be or used, or directing a manner of performance of the Contract or
reguiring the use of specifications not normally used by the Contractor; or

12.2.2 A claim of infringement resulting from additions to or changes in any goods, property,
materials cguipment, supplics or any components thereof furnished under the Contract if UNDP or
another party acting under the direction of UNDP made such changes.

12.3 In addition to the indemnity obligations set forth in this Article 12, the Contractor shall be
obligated, at its sole expense, to defend UNDP and its officials, agents and employees, pursuant to
this Article 12, regardless of whether the suits, proceedings, claims and demands in guestion actually
give rise to or otherwise result in any loss or liability.

12.4 UNDP shall advise the Contractor about any such suits, proceedings, claims, demands, losses or
liability within a reasonable period of time after having received actual notice thercof. The
Contractor shall have sole control of the defense of any such suit, proceeding, claim or demand and
of all negotiations in connection with the settlement or compromise thereof, except with respect to
the assertion or defense of the privileges and immunities of UNDP or any matter relating thereto, for
which only UNDP itself is authorized to assert and maintain. UNDP shall have the right, at its own
expense, to be represented in any such suit, proceeding, claim or demand by independent counsel of
its own choosing.

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12.5 In the event the use by UNDP of any Goods, property or Services provided or licensed to
UNDP by the Contractor, in whole or in part, in any suit or proceeding, is for any reason enjoined,
temporarily or permanently, or is found to infringe any patent, copyright, trademark or other
intellectual property right, or in the event of a settlement, is enjoined, limited or otherwise interfered
with, then the Contractor, at its sole cost and expense, shall, promptly, either:

12.5.1 procure for UNDP the unrestricted right to continue using such Goods or Services provided to
UNDP;

12.5.2 replace or modify the Goods and/or or Services provided to UNDP, or part thereof, with the
eguivalent or better Goods and/or Services, or part thereof, that is non-infringing; or,

12.53 refund to UNDP the full price paid by UNDP for the right lo have or use such Goods,
property or Services, or part thereof.

13. INSURANCE AND LIABILITY:

13.1 The Contractor shall pay UNDP promptly for all loss, destruction, or damage to the property of
UNDP caused by the Contractor's personnel or by any of its subcontractors or anyone else directly
or indirectly employed by the Contractor or any of its subcontractors in the performance of the
Contract.

13.2 Unless otherwise provided in the Contract, prior to commencement of performance ofany other
obligations under the Contract, and subject to any limits set forth in the Contract, the Contractor
shall take out and shall maintain for the entire term of the Contract, for any extension thereof, and
for a period following any termination of the Contract reasonably adeguate to deal with losses:

13.2.1 insurance against all risks in respect of its property and any eguipment used for the
performance of the Contract;

13.2.2 workers" compensation insurance, or its eguivalent, or employer's liability insurance, or its
eguivalent, with respect to the Contractor's personnel sufficient to cover all claims for injury, death
and disability, or any other benefits reguired to be paid by law, in connection with the performance
ofthe Contract;

13.23 liability insurance in an adeguate amount to cover all claims, including, but not limited to,
claims for death and bodily injury, products and completed operations liability, loss of or damage to
property, and personal and advertising injury, arising from or in connection with the Contractor's
performance under the Contract, including, but not limited to, liability arising out of or in connection
with the acts or omissions of the Contractor, its personnel, agents, or invitees, or the use, during the
performance of the Contract, of any vehicles, boats, airplanes or other transportation vehicles and
eguipment, whether or not owned by the Contractor; and,

13.2.4 such other insurance as may be agreed upon in writing between UNDP and the Contractor.

13.3 The Contractor's liability policics shall also cover subcontractors and all defense costs and shall
contain a standard “cross liability" clause,

13.4 The Contractor acknowledges and agrees that UNDP accepts no responsibility for providing
life, health, accident, travel or any other insurance coverage which may be necessary or desirable in
respect of any personnel performing services for the Contractor in connection with the Contract.

13.5 Except for the workers" compensation insurance or any self-insurance program maintained by
the Contractor and approved by UNDP, in its sole discretion, for purposes of fulfilling the
Contractor's reguirements for providing insurance under the Contract, the insurance policies
reguired under the Contract shall:

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13.5.1 name UNDP as an additional insured under the liability policies, including, if reguired, as a
separate endorsement under the policy;

13.5.2 include a waiver of subrogation of the Contractor's insurance carrier's rights against UNDP:

13.5.3 provide that UNDP shall receive written notice from the Contractor's insurance carrier not
less than thirty (30) days prior to any cancellation or material change of coverage; and,

[3.5.4 include a provision for response on a primary and non-contributing basis with respect to any
other insurance that may be available to UNDP.

13.6 The Contractor shall be responsible to fund all amounts within any policy deductible or
retention.

13.7 Except for any self-insurance program maintained by the Contractor and approved by UNDP
for purposes of fulfilling the Contractor's reguirements for maintaining insurance under the
Contract, the Contractor shall maintain the insurance taken out under the Contract with reputable
insurers that are in good financial standing and that are acceptable to UNDP, Prior to the
commencement of any obligations under the Contract, the Contractor shall provide UNDP with
evidence, in the form of certificate of insurance or such other form as UNDP may reasonably
reguire, that demonstrates that the Contractor has taken out insurance in accordance with the
reguirements of the Contract. UNDP rcserves the right, upon written notice to the Contractor, to
obtain copies of any insurance policies or insurance program descriptions reguired to be maintained
by the Contractor under the Contract. Notwithstanding the provisions of Article 13.5.3, above, the
Contractor shall promptly notify UNDP concerning any cancellation or material change of insurance
coverage reguired under the Contract.

13.8 The Contractor acknowledges and agrees that neither the reguirement for taking out and
maintaining insurance as set forth in the Contract nor the amount of any such insurance, includ ing,
but not limited to, any deductible or retention relating thereto, shall in any way be construed as
limiting the Contractor's liability arising under or relating to the Contract.

14. ENCUMBRANCES AND LIENS: The Contractor shall not cause or permit any lien, attachment
or other encumbrance by any person to be placed on file or to remain on file in any public office or on
file with UNDP against any monies due to the Contractor or that may become due for any work donc or
against any goods supplied or materials furnished under the Contract, or by reason of any other claim or
demand against the Contractor or UNDP.,

15. EOUIPMENT FURNISHED BY UNDP TO THE CONTRACTOR: Title to any eguipment and
supplies that may be furnished by UNDP to the Contractor for the performance of any obligations
under the Coniract shall rest with UNDP, and any such eguipment shall be returned to UNDP at the
conclusion of the Coniract or when no longer needed by the Contractor. Such eguipment, when
returned to UNDP, shall be in the same condition as when delivered to the Contractor, subject to
normal wear and tear, and the Contractor shall be liable to compensate UNDP for the actual costs of
any loss of, damage to, or degradation of the eguipment that is beyond normal wear and tear.

16. COPYRIGHT, PATENTS AND OTHER PROPRIETARY RIGHTS:

16.1 Except as is otherwise expressly provided in writing in the Contract, UNDP shall be
entitled to all intellectual property and other proprietary rights including, but not limited to, patents,
copyrights, and trademarks, with regard to products, processes, inventions, ideas, know-how, or
documents and other materials which the Contractor has developed for UNDP under thc Contract
and which bear a direct relation to or atc produced or prepared or collected in conseguence of, or
during the course of, the performance of the Contract, The Contractor acknowledges and agrees that
such products, documents and other materials constitute works made for hire for UNDP.

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16.2 To the extent that any such intellectual property or other proprietary rights consist ol any
intellectual property or other proprietary rights of the Contractor: (i) that pre-existed the performance
by the Contractor of its obligations under the Contract, or (ii) that the Contractor may develop or
acguire, or may have doveloped or acguired, independently of the performance of its obligations
under the Contract, UNDP does not and shall not claim any ownership interest thereto, and thc
Contractor grants to UNDP a perpetual license to use such intellectual property or other proprietary
right solely for the purposes of and in accordance with the reguirements of the Contract.

16.3 At the reguest of UNDP, the Contractor shall take all necessary steps, execute all
necessary documents and generally assist in securing such proprietáry rights and transferring Or
licensing them to UNDP in compliance with the reguirements of the applicable law and of the
Contract.

16.4 Subject to the foregoing provisions, all maps, drawings, photographs, mosaics, plans,
reports, estimates, recommendations, documents, and all other data compiled by or received by the
Contractor under the Contract shall be the property of UNDP, shall be made available for use or
inspection by UNDP at reasonable times and in reasonable places, shall be treated as confidential,
and shall be delivered only to UNDP authorized officials on completion of work under the Contract.

17. PUBLICITY, AND USE OF THE NAME, EMBLEM OR OFFICIAL SEAL OF UNDP OR
THE UNITED NATIONS: The Contractor shall not advertise or otherwise make public for purposes
of commercial advantage or goodwill that it has a contractual relationship with UNDP, nor shall the
Contractor, in any manner whatsoever use the name, emblem or official seal of UNDP or the United
Nations, or any abbreviation of the name of UNDP or the United Nations in connection with Its
business or otherwise without the written permission of UNDP.

18. CONFIDENTIAL NATURE OF DOCUMENTS AND INFORMATION: Information and data
that is considered proprictary by cither Party or that is delivered or disclosed by one Party (“Discloser")
to the other Party (“Recipient") during the course of performance of the Contract, and that is designated
as confidential (“Information"), shall be held in confidence by that Party and shall be handled as
follows:

18.1 The Recipient shall:

18.1.1 use the same care and discretion to avoid disclosure, publication or dissemination of the
Discloser's Information as it uses with its own similar Information that it does not wish to diselose,
publish or disseminate; and,

18.1.2 use the Discloser's Information solely for the purpose for which it was disclosed.

18.2 Provided that the Recipiont has a written agreement with the following persons or
entities reguiring them to treat the Information confidential in accordance with the Contract and this
Article 18, the Recipient may disclose Information to:

18.2.1 any other party with the Discloser's prior written consent, and,

18.2.2 the Recipient's employees, officials, representatives and agents who have a need to know
such Information for purposes of performing obligations under the Contract, and employees
officials, representatives and agents of any legal entity that it controls, controls it, or with which it is
under common control who have a need to know such Information for purposes of performing
obligations under the Contract, provided that, for these purposes a controlled legal entity means:

18.2.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or
indirectly, over fifty percent (50%) of voting shares thereof; or,

18.2.2.2 any entity over which the Party exercises effective managerial control, 07,

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18.2.2.3 for the United Nations, a principal or subsidiary organ of the United Nations established
in accordance with the Charter of the United Nations.

18.3 The Contractor may disclose Information lo (he extent reguired by law, provided that,
subject to and without any waiver of the privileges and immunitics of the United Nations, the

18.4 UNDP may disclose Information to the extent as reguired pursuant to the Charter of the
United Nations, or Pursuant to resolutions or regulations of the General Assembly or rules
promulgated thercunder.

18.5 The Recipient shall not be precluded from disclosing Information that is obtained by the
Recipient from a third party without restriction, is disclosed by the Discloser to a third party without
any obligation of confidentiality, is previously known by the Recipient, or at any time is developed
by the Recipient completely independently of any disclosures hereunder.

18.6 These obligations and restrictions of confidentiality shall be effective during the term of
the Contract, including any extension thereof, and, unless otherwise provided in the Contract, shall
remain effective following any termination of the Contract.

19. FORCE MAJEURE; OTHER CHANGES IN CONDITIONS:

19.1 In the event of and as soon as possible after the occurrence of any cause constituting
force majeure, the affected Party shall give notice and full particulars in writing to the other Party, of
such occurrence or cause if the affected Party is thereby rendered unable, wholly or in part, to
perform its obligations and meet its responsibilities under the Contract, The affected Party shall also
notify the other Party of any other changes in condition or the occurrence of any event which
interferes or threatens to interfere with its performance of the Contract. Not more than fifteen (15)
days following the provision of such notice of force majeure or other changes in condition or
occurrence, the affected Party shall also submit a statement to the other Party of estimated
expenditures that will likely be incurred for the duration of the change in condition or the event of
force majeure. On receipt of the notice or notices reguired hereunder, the Party not affected by the
occurrence of a cause constituting force majeure shall take such action as it reasonably considers to
be appropriate or necessary in the circumstances, including the granting to the affected Party of a
reasonable extension of time in which to perform any obligations under the Contract,

19.2 If the Contractor is rendered unable, wholly or in part, by reason of force májeure to
perform its obligations and meet its responsibilities under the Contract, UNDP shall have the righl to
suspend or terminate the Contract on the same terms and conditions as are provided for in Article 20,
“Termination," except that the period of notice shall be seven (7) days instead of thirty (30) days. In
any case, UNDP shall be entitled to consider the Contractor permanently unable to perform its
obligations under the Contract in case the Contractor is unable to perform its obligations, wholly or
in part, by reason of force majeure for any period in excess of ninety (90) days.

19.3 Force majeure as used herein mcans any unforeseeable and irresistible act of nature, any
act of war (whether declared or noť), invasion, revolution, insurrection, terrorism, or any other acis
of a similar nature or force, provided that such acts arise from causes beyond the control and without
the fault or negligence of the Contractor. The Contractor acknowledges and agrees that, with respect
fo any obligations under the Contract that the Contractor must perform in arcas in which UNDP is
engaged in, preparing to engage in, or disengaging from any peacekeeping, humanitarian or similar
operations, any delays or failure to perform such obligations arising from or relating to harsh

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conditions within such areas, or to any incidents of civil unrest oceurring in such areas, shall not, in
and ofitself, constitute force majeure under the Contract.

20. TERMINATION:

20.1 Either Party may terminate the Contract for cause, in whole or in part, upon thirty (30)
day's notice, in writing, to the other Party. The initiation of conciliation or arbitral proceedings in
accordance with Article 23 “Settlement of Disputes," below, shall not be deemed to be a “cause“ [or
or otherwise to be in itself a termination of the Contract.

20.2 UNDP may terminate the Contract at any time by providing written notice to the
Contractor in any case in which the mandate of UNDP applicable to the performance of the Contract
or the funding of UNDP applicable to the Contract is curtailed or terminated, whether in whole or in
part. In addition, unless otherwise provided by the Contract, upon sixty (60) day's advance written
notice to the Contractor, UNDP may terminate the Contract without having to provide any

justification therefor.

20.3 In the event of any termination of the Contract, upon receipt of notice of termination that
has been issued by UNDP, the Contractor shall, except as may be directed by UNDP in the notice of
termination or otherwise in writing:

20.3.1 take immediate steps to bring the performance of any obligations under the Contract to a
close in a prompt and orderly manner, and in doing so, reduce expenses to a minimum;

20.3.2 refrain from undertaking any further or additional commitments under the Contract as of and
following the date of receipt of such notice;

20.3.3 place no further subcontracts or orders for materials, services, or facilities, except as UNDP
and the Contractor agree in writing are necessary to complete any portion of the Contract that is not
terminated;

20.3.4 terminate all subcontracts or orders to the extent they relate to the portion of the Contract
terminated;

20.3.5 transfer title and deliver to UNDP the fabricated or unfabricated parts, work in process,
completed work, supplies, and other material produced or acguired for the portion of the Contract
terminated;

20.3.6 deliver all completed or partially completed plans, drawings, information, and other property
that, if the Contract had been completed, would be reguired to be furnished to UNDP thereunder,

20.3.7 complete performance of the work not terminated; and,

20.3.8 take any other action that may be necessary, Or that UNDP may direct in writing, for the
minimization of losses and for the protection and preservation of any property, whether tangible or
intangible, related to the Contract that is in the possession of the Contractor and in which UNDP has
or may be reasonably expected to acguire an interest.

20.4 In the event of any termination of the Contract, UNDP shall be entitled to obtain
reasonable written accountings from the Contractor concerning all obligations performed or pending
in accordance with the Contract. In addition, UNDP shall not be liable to pay the Contractor except
for those Goods satisfactorily delivered and/or Services satisfactorily provided to UNDP in
accordance with the reguirements of the Contract, but only if such Goods or Services were ordered,
reguested or otherwise provided prior to the Contractor's receipt of notice of termination from
UNDP or prior to the Contractor's tendering of notice of termination to UNDP.

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20.5 UNDP may, without prejudice to any other right or remedy available to it, terminate the
Contract forthwith in the event that:

20.5.1 the Contractor is adjudged bankrupt, or is liguidated, or becomes insolvent, or applies for a
moratorium or stay on any payment or repayment obligations, or applies to be declared insolvent;

20.5.2 the Contractor is granted a moratorium or a stay, or is declared insolvent;

20.5.3 the Contractor makes an assignment for the benefit of one or more of its creditors;
20.5.4 a Receiver is appointed on account of the insolvency of the Contractor;

20.5.5 the Contractor offers a settlement in lieu of bankruptcy or receivership; or,

20.5.6 UNDP reasonably determines that the Contractor has become subject to a materially adverse
change in its financial condition that thrcatens to substantially affect the ability of the Contractor to
perform any of its obligations under the Contract.

20.6 Except as prohibited by law, the Contractor shall be bound to compensate UNDP for all
damages and costs, including, but not limited to, all costs incurred by UNDP jn any legal or non-
legal proceedings, as a result of any of the events specified in Article 20.5, above, and resulting from
or relating to a termination of the Contract, even if the Contractor is adjudged bankrupt, or is granted
a moratorium or stay or is declared insolvent.. The Contractor shall immediately inform UNDP of
the oceurrence of any of the events specified in Article 20.5, above, and shall provide UNDP with
any information pertinent thercto.

20.7 The provisions of this Article 20 are without prejudice to any other rights or remedies of
UNDP under the Contract or otherwise.

21. NON-WAIVER OF RIGHTS: The failure by either Party to exercise any rights available to it,
whether under the Contract or otherwise, shali not be decmed for any purposes to constitute a waiver by
the other Party of any such right or any remedy associated therewith, and shall not relicve the Partics of
any of their obligations under the Contract.

22. NON-EXCLUSIVITY:  Unless otherwise specificd in the Contract, UNDP shall have no
obligation to purchase any minimum guantitics of goods or services from the Contractor, and UNDP
shall have no limitation on its right to obtain goods or services of the same kind, guality and guantity
deseribed in the Contract, from any other source at any time,

23. SETTLEMENT OF DISPUTES:

231 AMICABLE SETTLEMENT: The Parties shall use their best cíforts to amicably
soettle any dispute, controversy, or claim arising out of ihe Contract or the breach, termination, or
invalidity thereof.. Where the Parties wish to seek such an amicable settlement through conciliation,
the conciliation shall take place in accordance with the Conciliation Rules then obtaining of the
United Nations Commission on International Trade Law ("UNCITRAL"), or according to such other
procedure as may be agreed between the Parties in writing.

23.2 ARBITRATION: Any dispute, controversy, or claim between the Parties arising out of
the Contract or the breach, termination, or invalidity thereof, unless settled amicably under Article
23.1, above, within sixty (60) days after receipt by one Party of the other Party's written reguest for
such amicable settlement, shall be referred by cither Party to arbitration in accordance with the
UNCITRAL Arbitration Rules then obtaining. The decisions of the arbitral tribunal shall be based
on general principles of international commercial law. The arbitral tribunal shall be empowered to
order the return or destruction of goods or any property, whether tangible or intangible, or of any
confidential information provided under thc Contract, order the termination of the Contract, or order
that any other protective mcasures be ftaken with respect to the goods, services or any other property,

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whether tangible or intangible, or of any confidential information provided under the Contract, as
appropriate, all in accordance with the authority of the arbitral tribunal pursuant to Article 26
(“Interim © measures") and Article 34 (Form and effect of the  award") of the UNCITRAL
Arbitration Rules. The arbitral tribunal shall have no authority to award punitive damages. In
addition, unless otherwise expressly provided in the Contract, the arbitral tribunal shall have no
authority to award interest in excess of the London Inter-Bank Offered Rate (“LIBOR") then
provailing, and any such interest shall be simple interest only. The Parties shall be bound by any
arbitration award rendered as a result of such arbitration as the final adjudication of any such
dispute, controversy, or claim.

24. PRIVILEGES AND IMMUNITIES: Nothing in or relating to the Contract shall be deemed a
waiver, express or implicd, of any of the privileges and immunities of the United Nations, including its
subsidiary organs.

25. TAX EXEMPTION:

25.1 Article II, 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 restrict1ons,
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 exemptions of UNDP from such
taxes, restrictions, duties, or charges, the Contractor shall immediately consult with UNDP to
determine a mutually acceptable procedure.

252 The Contractor authorizes UNDP to deduct from the Contractor's invoices any amount
representing such taxes, duties or charges, unless the Contractor has consulted with UNDP before
the payment thereof and UNDP has, in each instance, specifically authorized the Contractor to pay
such taxes, duties, or charges under written protest. In that event, the Contractor shall provide
UNDP with written evidence that payment of such taxes, duties or charges has been made and
appropriately authorized, and UNDP shall reimburse the Contractor for any such taxes, duties, or
charges so authorized by UNDP and paid by the Contractor under written protest.

26. MODIFICATIONS:

26.1 No modification or change in this Contract shall be valid and enforceable against UNDP unless
executed in writing by the duly authorized representatives of the Parties.

26.2 JF the Contract shall be extended for additional periods in accordance with the terms and
conditions of the Contract, the terms and conditions applicable to any such extended term of the
Contract shall be the same terms and conditions as set forth in the Contract, unless the Parties shall

have agreed otherwise pursuant to a valid amendment concluded in accordance with Article 26.1,
above,

26.3 The terms or conditions of any supplemental undertakings, licenses, or other forms of
agreement concerning any Goods or Services provided under the Contract shall not be valid and
enforceable against UNDP nor in any way shall constitute an agreement by UNDP thereto unless
any such undertakings, licenses or other forms are the subject of a valid amendment concluded in
accordance with Article 26.1, above.

27. AUDITS AND INVESTIGATIONS:

27.1 Each invoice paid by UNDP shall be subject to a post-payment audit by auditors, whether
internal or external, of UNDP or by other authorized and gualified agents oť UNDP at any time
during the term of the Contract and for a period of three (3) years following the expiration or prior
termination of the Contract.

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27.3. The Contractor shall provide its full and timely cooperation with any such inspections, post-
payment audits or investigations. Such cooperation shall include, but shall not be limited to, the
Contractor*s obligation to make available its personnel and any relevant documentation for such
purposes at reasonable times and on reasonable conditions and to grant to UNDP access to the
Contractor's premises at reasonable times and on reasonable conditions in connection with such
access to the Contractor's personnel and relevant documentation. The Contractor shall reguire its
agents, including, but not limited to, the Contractor's attorneys, accountants or other advisers, to

reasonably cooperate with any inspections, post-payment audits or investigations carried out by
UNDP hereunder.

27.4 UNDP shall be entitled to a refund from the Contractor for any amounts shown by such audits
or investigations to have been paid by UNDP other than in accordance with the terms and conditions
ofthe Contract. The Contractor also agrees that, where applicable, donors to UNDP whose funding
is the source of, in whole or in part, the funding for the procurement of Goods and/or Services which
are the subject of this Contract, shall have direct recourse lo the Contractor for the recovery of any
funds determined by UNDP to have been used in violation of or inconsistent with this Contract.

28. LIMITATION ON ACTIONS:

28.1. Except with respect to any indemnification obligations in Article 12, above, or as are otherwise
set forth in the Contract, any arbitral proceedings in accordance with Article 23 .2, above, arising out
ofthe Contract must be commenced within three years after the cause of action has accrued.

28.2 The Parties further acknowledge and agrce that, for these purposes, a cause of action shall
acerue when the breach actually occurs, or, in the case of latent defects, when the injured Party knew
or should have known all of the essential elemenis of the cause of action, or in the case of a breach
of warranty, when tender of delivery is madc, except that, if a Warranty extends to future
performance of the goods or any process or system and the discovery of the breach conseguently
must await the tíme when such goods or other process or system is ready lo perform in accordance
with the reguirements of the Contract, the cause of action acerues when such time of future
performance actually begins,

29. ESSENTIAL TERMS: The Contractor acknowledges and agrees that each of the provisions in
Articles 30 to 36 hereof constitutes an essential term ofthe Contract and that any breach of any of these
provisions shall entitle UNDP to terminate the Contraci or any other contract with UNDP immediately
upon notice to the Contractor, without any liability for termination charges or any other liability of any
kind. In addition, nothing herein shall limit the right of UNDP to refer any alleged breach of the said
essential terms to the relevant national authorities for appropriate legal action.

30. SOURCE OF INSTRUCTIONS: The Contractor shall neither seek nor accept instructions from
any authority external to UNDP in connection with the performance of its obligations under the
Contract. Should any authority external to UNDP seck to impose any instructions concerning or
restrictions on the Contractor's performance under ihe Contract, the Contractor shall promptly notify
UNDP and provide all reasonable assistance reguired by UNDP. The Contractor shall not take any
action in respeci of the performance of its obligations under the Contract that may adversely affect the
interests of UNDP or the United Nations, and the Contractor shall perform its obligations under the
Contract with the fullest regard to the interests of UNDP.

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31. STANDARDS OF CONDUCT: The Contractor warrants that it has not and shall not offer any
direct or indirect benefit arising from or related to the performance of the Contract, or the award
thereof, to any representative, official, employee or other agent of UNDP. The Contractor shall comply
with all laws, ordinances, rules and regulations bearing upon the performance of its obligations under
the Contract. In addition, in the performance of the Contract, the Conftractor shall comply with the
Standards of Conduct set forth in the Secretary General's Bulletin ST/SGB/2002/9 of 18 June 2002.
entitled “Regulations Governing the Status, Basic Rights and Duties of Officials other than Secretariat
Officials, and Expert on Mission" and ST/SGB/2006/15 of 26 December 2006 on “Post-employment
restrictions“, and shall also comply with and be subject to the reguirements of the following documents
then in force at the time of signature of the Contract:

31.1 The UN Supplier Code of Conduct;
31.2 UNDP Policy on Fraud and other Corrupt Practices (*UNDP Anti-fraud Policy'");
31.3 UNDP Office of Audit and Investigations (OAI) Investigation Guidelines;

31.4 UNDP Social and Environmental Standards (SES), including the related Accountability
Mechanism;

31.5 UNDP Vendor Sanctions Policy; and
31.6 All security directives issued by UNDP.

The Contractor acknowledges and agrees that it has read and is familiar with the reguirements of the
foregoing | documents | which - are available : onlinée | at: : www.undp.org : or : al
http://www.undp.org;'content/undp/cn/home!operations/procurementfbusiness!. In making : such
acknowledgement, the Contractor represents and warrants that it is in compliance with the reguirements
ofthe foregoing, and will remain in compliance throughout the term ofthis Contract.

32. OBSERVANCE OF THE LAW: The Contractor shall comply with all laws, ordinances, rules,
and regulations bearing upon the performance of its obligations under the Contract. In addition, the
Contractor shall maintain compliance with all obligations relating to its registration as a gualified
vendor of goods or services to UNDP, as such obligations are set forth in UNDP vendor registration
procedures.

33. CHILD LABOR: The Contractor represents and warrants that neither it, its parent entities (if any),
nor any of the Contractor's subsidiary or affiliated : entities (if any) 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, reguires 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.

34. MINES: The Contractor represents and warrants that neither it, its parent entities (if any), nor any
of the Contractor's subsidiaries or affiliated entities (if any) is engaged in the sale or manufacture of
anti-personnel mines or components utilized in the manufacture of anti-personnel mines.

35. SEXUAL EXPLOITATION:

35.1 : In the performance of the Contract, the Contractor shall comply with the Standards of
Conduct set forth in the Secretary-General's: bulletin: ST/SGB/2003/13 of 9 October 2003,
concerning “Special measures for protection from sexual exploitation and sexual abuse* In
particular, the Contractor shall not engage in any conduct that would constitute sexual exploitation
or sexual abuse, as defined in that bulletin.

35.2 The Contractor shall take all appropriate measures to prevent sexual exploitation or abuse of
anyone by its employees or any other persons engaged and controlled by the Contractor to perform

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any services under the Contract. : For these purposes, sexual activity with any person less than
cighieen years of age, regardless of any laws relating to consent, shall constitute ihe sexual
exploitation and abuse of such person. In addition, the Contractor shali refrain from, and shall take
all reasonable and appropriate measures to prohibit its employees or other persons engaged and
controlled by it from exchanging any money, goods, services, or other things of value, for sexual
favors or activities, or from engaging any sexual activities that are exploitive or degrading to any
person.

35.3 UNDP shall not apply the foregoing standard relating to age in any case in which the
Contractor's personnel or any other person who may be cngaged by the Contractor to perform any
services under the Contract is married to the person less than the agce of cighteen ycars with whom
sexual activity has oceurred and in which such marriage is recognized as valid under the laws of the
country of citizenship of such Contractor's personnel or such other person who may be engaged by
the Coniractor to perform any services under ihe Contract,

36. ANTI-TERRORISM: Thc Contractor agrces lo undertake all reasonable efforts to cnsuré
that none of the UNDP funds received under the Contract is used to provide support to
individuals  or entities | associated | with lerrorism | and : that recipients : of any  amounts
provided by UNDP hereunder do not appear on the list maintaincd by the Security Council Committec
cstablished = pursuant  to - Resolution : 1267 (1999).  The  list can be  accessed via
https:/www.un.org/se/subore/en/sanctions/ 1267/ag sanctions list. This provision must be included in
all sub-contracts or sub-agreements entered into under the Contract.

a
J P

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