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REQUEST FOR PROPOSALS03/16 – Design and Implementation of a Financial Management
Information System (FMIS)
Project Strengthening the Institutional and Financial Sustainability of the National Protected Area System in the
Republic of Croatia - PARCS
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United Nations Development ProgrammeOctober 2016
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Section 1. Letter of Invitation
ZagrebOctober 28, 2016
Request for Proposal 03/16 Design and Implementation of a Financial Management Information System (FMIS)
The United Nations Development Programme (UNDP) hereby invites you to submit a Proposal to this Request for Proposal (RFP) for the above-referenced subject.
This RFP includes the following documents:
Section 1 – This Letter of InvitationSection 2 – Instructions to Proposers (including Data Sheet)Section 3 – Terms of Reference and Functional SpecificationSection 4 – Proposal Submission FormSection 5 – Documents Establishing the Eligibility and Qualifications of the ProposerSection 6 – Technical Proposal Form Section 7 – Financial Proposal FormSection 8 – Form for Proposal SecuritySection 9 – Form for Performance Security Section 10 – Software license and service agreement including General Terms and Conditions and Escrow AgreementSection 11 - Table for awarding of Technical evaluation points
Your offer, comprising of a Technical and Financial Proposal, in separate sealed envelopes, should be submitted in accordance with Section 2.
You are kindly requested to submit an acknowledgment letter to UNDP to the following address:
United Nations Development Programme Lomnička 2, Zagreb
Attention: Jasmina Stipula, Administrative Associate
Or e-mail address: [email protected]
The letter should be received by UNDP no later than 7 November 2016 at 12.00 hours. The same letter should advise whether your company intends to submit a Proposal. If that is not the case, UNDP would appreciate your indicating the reason, for our records.
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If you have received this RFP through a direct invitation by UNDP, transferring this invitation to another firm requires your written notification to UNDP of such transfer and the name of the company to whom the invitation was forwarded.
Should you require further clarifications, kindly communicate with the contact person identified in the attached Data Sheet as the focal point for queries on this RFP.
UNDP looks forward to receiving your Proposal and thanks you in advance for your interest in UNDP procurement opportunities.
Yours sincerely,
Jasmina Stipula, Administrative Associate
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Section 2: Instruction to Proposers1
Definitions
a) “Contract” refers to the agreement that will be signed by and between the UNDP and the successful proposer, all the attached documents thereto, including the General Terms and Conditions (GTC) and the Appendices.
b) “Country” refers to the country indicated in the Data Sheet. c) “Data Sheet” refers to such part of the Instructions to Proposers used to reflect
conditions of the tendering process that are specific for the requirements of the RFP.d) “Day” refers to calendar day.e) “Government” refers to the Government of the country that will be receiving the services
provided/rendered specified under the Contract. f) “Instructions to Proposers” (Section 2 of the RFP) refers to the complete set of
documents that provides Proposers with all information needed and procedures to be followed in the course of preparing their Proposals
g) “LOI” (Section 1 of the RFP) refers to the Letter of Invitation sent by UNDP to Proposers.h) “Material Deviation” refers to any contents or characteristics of the proposal that is
significantly different from an essential aspect or requirement of the RFP, and: (i) substantially alters the scope and quality of the requirements; (ii) limits the rights of UNDP and/or the obligations of the offeror; and (iii) adversely impacts the fairness and principles of the procurement process, such as those that compromise the competitive position of other offerors.
i) “Proposal” refers to the Proposer’s response to the Request for Proposal, including the Proposal Submission Form, Technical and Financial Proposal and all other documentation attached thereto as required by the RFP.
j) “Proposer” refers to any legal entity that may submit, or has submitted, a Proposal for the provision of services requested by UNDP through this RFP.
k) “RFP” refers to the Request for Proposals consisting of instructions and references prepared by UNDP for purposes of selecting the best service provider to perform the services described in the Terms of Reference.
l) “Services” refers to the entire scope of tasks and deliverables requested by UNDP under the RFP.
m) “Supplemental Information to the RFP” refers to a written communication issued by UNDP to prospective Proposers containing clarifications, responses to queries received from prospective Proposers, or changes to be made in the RFP, at any time after the release of the RFP but before the deadline for the submission of Proposals.
n) “Terms of Reference” (TOR) refers to the document included in this RFP as Section 3 which describes the objectives, scope of services, activities, tasks to be performed, respective responsibilities of the proposer, expected results and deliverables and other data pertinent to the performance of the range of duties and services expected of the successful proposer.
A. GENERAL1 Note: this Section 2 - Instructions to Proposers shall not be modified in any way. Any necessary changes to address specific country and project information, shall be introduced only through the Data Sheet..
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1. UNDP hereby solicits Proposals in response to this Request for Proposal (RFP). Proposers must strictly adhere to all the requirements of this RFP. No changes, substitutions or other alterations to the rules and provisions stipulated in this RFP may be made or assumed unless it is instructed or approved in writing by UNDP in the form of Supplemental Information to the RFP.
2. Submission of a Proposal shall be deemed as an acknowledgement by the Proposer that all obligations stipulated by this RFP will be met and, unless specified otherwise, the Proposer has read, understood and agreed to all the instructions in this RFP.
3. Any Proposal submitted will be regarded as an offer by the Proposer and does not constitute or imply the acceptance of any Proposal by UNDP. UNDP is under no obligation to award a contract to any Proposer as a result of this RFP.
4. UNDP implements a policy of zero tolerance on proscribed practices, including fraud, corruption, collusion, unethical practices, and obstruction. UNDP is committed to preventing, identifying and addressing all acts of fraud and corrupt practices against UNDP as well as third parties involved in UNDP activities. (See http://www.undp.org/content/dam/undp/library/corporate/Transparency/UNDP_Anti_Fraud_Policy_English_FINAL_june_2011.pdf and http://www.undp.org/content/undp/en/home/operations/procurement/protestandsanctions/ for full description of the policies)
5. In responding to this RFP, UNDP requires all Proposers to conduct themselves in a professional, objective and impartial manner, and they must at all times hold UNDP’s interests paramount. Proposers must strictly avoid conflicts with other assignments or their own interests, and act without consideration for future work. All Proposers found to have a conflict of interest shall be disqualified. Without limitation on the generality of the above, Proposers, and any of their affiliates, shall be considered to have a conflict of interest with one or more parties in this solicitation process, if they: 5.1 Are or have been associated in the past, with a firm or any of its affiliates which
have been engaged UNDP to provide services for the preparation of the design, specifications, Terms of Reference, cost analysis/estimation, and other documents to be used for the procurement of the goods and services in this selection process;
5.2 Were involved in the preparation and/or design of the programme/project related to the services requested under this RFP; or
5.3 Are found to be in conflict for any other reason, as may be established by, or at the discretion of, UNDP.
In the event of any uncertainty in the interpretation of what is potentially a conflict of interest, proposers must disclose the condition to UNDP and seek UNDP’s confirmation on whether or not such conflict exists.
6. Similarly, the Proposers must disclose in their proposal their knowledge of the following:6.1 That they are owners, part-owners, officers, directors, controlling shareholders, or
they have key personnel who are family of UNDP staff involved in the procurement
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functions and/or the Government of the country or any Implementing Partner receiving services under this RFP; and
6.2 All other circumstances that could potentially lead to actual or perceived conflict of interest, collusion or unfair competition practices.
Failure of such disclosure may result in the rejection of the proposal or proposals affected by the non-disclosure.
7. The eligibility of Proposers that are wholly or partly owned by the Government shall be subject to UNDP’s further evaluation and review of various factors such as being registered as an independent entity, the extent of Government ownership/share, receipt of subsidies, mandate, access to information in relation to this RFP, and others that may lead to undue advantage against other Proposers, and the eventual rejection of the Proposal.
8. All Proposers must adhere to the UNDP Supplier Code of Conduct, which may be found at this link: http://www.un.org/depts/ptd/pdf/conduct_english.pdf
B. CONTENTS OF PROPOSAL
9. Sections of ProposalProposers are required to complete, sign and submit the following documents:9.1 Proposal Submission Cover Letter Form (see RFP Section 4); 9.2 Documents Establishing the Eligibility and Qualifications of the Proposer (see RFP
Section 5);9.3 Technical Proposal (see prescribed form in RFP Section 6);9.4 Financial Proposal (see prescribed form in RFP Section 7);9.5 Proposal Security, if applicable (if required and as stated in the Data Sheet (DS no. 9-
11), see prescribed Form in RFP Section 8);9.6 Any attachments and/or appendices to the Proposal.
10. Clarification of Proposal10.1 Proposers may request clarifications of any of the RFP documents no later than
the date indicated in the Data Sheet (DS no. 16) prior to the proposal submission date. Any request for clarification must be sent in writing via courier or through electronic means to the UNDP address indicated in the Data Sheet (DS no. 17). UNDP will respond in writing, transmitted by electronic means and will transmit copies of the response (including an explanation of the query but without identifying the source of inquiry) to all Proposers who have provided confirmation of their intention to submit a Proposal.
10.2 UNDP shall endeavor to provide such responses to clarifications in an expeditious manner, but any delay in such response shall not cause an obligation on the part of UNDP to extend the submission date of the Proposals, unless UNDP deems that such an extension is justified and necessary.
11. Amendment of Proposals11.1 At any time prior to the deadline of Proposal submission, UNDP may for any
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reason, such as in response to a clarification requested by a Proposer, modify the RFP in the form of a Supplemental Information to the RFP. All prospective Proposers will be notified in writing of all changes/amendments and additional instructions through Supplemental Information to the RFP and through the method specified in the Data Sheet (DS No. 18).
11.2 In order to afford prospective Proposers reasonable time to consider the amendments in preparing their Proposals, UNDP may, at its discretion, extend the deadline for submission of Proposals, if the nature of the amendment to the RFP justifies such an extension.
C. PREPARATION OF PROPOSALS
12. Cost The Proposer shall bear any and all costs related to the preparation and/or submission of the Proposal, regardless of whether its Proposal was selected or not. UNDP shall in no case be responsible or liable for those costs, regardless of the conduct or outcome of the procurement process.
13. Language The Proposal, as well as any and all related correspondence exchanged by the Proposer and UNDP, shall be written in the language (s) specified in the Data Sheet (DS No 4). Any printed literature furnished by the Proposer written in a language other than the language indicated in the Data Sheet, must be accompanied by a translation in the preferred language indicated in the Data Sheet. For purposes of interpretation of the Proposal, and in the event of discrepancy or inconsistency in meaning, the version translated into the preferred language shall govern. Upon conclusion of a contract, the language of the contract shall govern the relationship between the contractor and UNDP.
14. Proposal Submission FormThe Proposer shall submit the Proposal Submission Form using the form provided in Section 4 of this RFP.
15. Technical Proposal Format and ContentUnless otherwise stated in the Data Sheet (DS no. 28), the Proposer shall structure the Technical Proposal as follows:15.1 Expertise of Firm/Organization – this section should provide details regarding
management structure of the organization, organizational capability/resources, and experience of organization/firm, the list of projects/contracts (both completed and on-going, both domestic and international) which are related or similar in nature to the requirements of the RFP, and proof of financial stability and adequacy of resources to complete the services required by the RFP (see RFP clause 18 and DS No. 26 for further details). The same shall apply to any other entity participating in the RFP as a Joint Venture or Consortium.
15.2 Proposed Methodology, Approach and Implementation Plan – this section should demonstrate the Proposer’s response to the Terms of Reference by identifying the
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specific components proposed, how the requirements shall be addressed, as specified, point by point; providing a detailed description of the essential performance characteristics proposed; identifying the works/portions of the work that will be subcontracted; and demonstrating how the proposed methodology meets or exceeds the specifications, while ensuring appropriateness of the approach to the local conditions and the rest of the project operating environment. This methodology must be laid out in an implementation timetable that is within the duration of the contract as specified in the Data Sheet (DS no. 29 and 30).
Proposers must be fully aware that the products or services that UNDP requires may be transferred, immediately or eventually, by UNDP to the Government partners, or to an entity nominated by the latter, in accordance with UNDP’s policies and procedures. All proposers are therefore required to submit the following in their proposals:a) A statement of whether any import or export licenses are required in respect
of the goods to be purchased or services to be rendered, including any restrictions in the country of origin, use or dual use nature of the goods or services, including any disposition to end users; and
b) Confirmation that the Proposer has obtained license of this nature in the past, and have an expectation of obtaining all the necessary licenses, should their Proposal be rendered the most responsive.
15.3 Management Structure and Key Personnel – This section should include the comprehensive curriculum vitae (CVs) of key personnel that will be assigned to support the implementation of the proposed methodology, clearly defining the roles and responsibilities vis-à-vis the proposed methodology. CVs should establish competence and demonstrate qualifications in areas relevant to the TOR.
In complying with this section, the Proposer assures and confirms to UNDP that the personnel being nominated are available for the Contract on the dates proposed. If any of the key personnel later becomes unavailable, except for unavoidable reasons such as death or medical incapacity, among other possibilities, UNDP reserves the right to consider the proposal non-responsive. Any deliberate substitution arising from unavoidable reasons, including delay in the implementation of the project of programme through no fault of the Proposer shall be made only with UNDP’s acceptance of the justification for substitution, and UNDP’s approval of the qualification of the replacement who shall be either of equal or superior credentials as the one being replaced.
15.4 Where the Data Sheet requires the submission of the Proposal Security, the Proposal Security shall be included along with the Technical Proposal. The Proposal Security may be forfeited by UNDP, and reject the Proposal, in the event of any or any combination of the following conditions: a) If the Proposer withdraws its offer during the period of the Proposal Validity
specified in the Data Sheet (DS no. 11), or;b) If the Proposal Security amount is found to be less than what is required by
UNDP as indicated in the Data Sheet (DS no. 9), or;
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c) In the case the successful Proposer fails:i. to sign the Contract after UNDP has awarded it;
ii. to comply with UNDP’s variation of requirement, as per RFP clause 35; oriii. to furnish Performance Security, insurances, or other documents that
UNDP may require as a condition to rendering the effectivity of the contract that may be awarded to the Proposer.
16. Financial ProposalsThe Financial Proposal shall be prepared using the attached standard form (Section 7). It shall list all major cost components associated with the services, and the detailed breakdown of such costs. All outputs and activities described in the Technical Proposal must be priced separately on a one-to-one correspondence. Any output and activities described in the Technical Proposal but not priced in the Financial Proposal, shall be assumed to be included in the prices of other activities or items, as well as in the final total price.
17. Currencies All prices shall be quoted in the currency indicated in the Data Sheet (DS no. 15). However, where Proposals are quoted in different currencies, for the purposes of comparison of all Proposals: a) UNDP will convert the currency quoted in the Proposal into the UNDP preferred
currency, in accordance with the prevailing UN operational rate of exchange on the last day of submission of Proposals; and
b) In the event that the proposal found to be the most responsive to the RFP requirement is quoted in another currency different from the preferred currency as per Data Sheet (DS no. 15), then UNDP shall reserve the right to award the contract in the currency of UNDP’s preference, using the conversion method specified above.
Proposals submitted by two (2) or more Proposers shall all be rejected if they are found to have any of the following:a) they have at least one controlling partner, director or shareholder in common; orb) any one of them receive or have received any direct or indirect subsidy from the
other/s; orc) they have the same legal representative for purposes of this RFP; ord) they have a relationship with each other, directly or through common third parties,
that puts them in a position to have access to information about, or influence on the Proposal of, another Proposer regarding this RFP process;
e) they are subcontractors to each other’s Proposal, or a subcontractor to one Proposal also submits another Proposal under its name as lead Proposer; or
f) an expert proposed to be in the team of one Proposer participates in more than one Proposal received for this RFP process. This condition does not apply to subcontractors being included in more than one Proposal.
18. Documents Establishing the Eligibility and Qualifications of the Proposer The Proposer shall furnish documentary evidence of its status as an eligible and qualified vendor, using the forms provided under Section 5, Proposer Information Forms. In order to award a contract to a Proposer, its qualifications must be documented to UNDP’s satisfaction. These include, but are not limited to, the following:
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a) That, in the case of a Proposer offering to supply goods under the Contract which the Proposer did not manufacture or otherwise produce, the Proposer has been duly authorized by the goods’ manufacturer or producer to supply the goods in the country of final destination;
b) That the Proposer has the financial, technical, and production capability necessary to perform the Contract; and
c) That, to the best of the Proposer’s knowledge, it is not included in the UN 1267/1989 List or the UN Ineligibility List, nor in any and all of UNDP’s list of suspended and removed vendors.
19. Joint Venture, Consortium or AssociationIf the Proposer is a group of legal entities that will form or have formed a joint venture, consortium or association at the time of the submission of the Proposal, they shall confirm in their Proposal that : (i) they have designated one party to act as a lead entity, duly vested with authority to legally bind the members of the joint venture jointly and severally, and this shall be duly evidenced by a duly notarized Agreement among the legal entities, which shall be submitted along with the Proposal; and (ii) if they are awarded the contract, the contract shall be entered into, by and between UNDP and the designated lead entity, who shall be acting for and on behalf of all the member entities comprising the joint venture.
After the Proposal has been submitted to UNDP, the lead entity identified to represent the joint venture shall not be altered without the prior written consent of UNDP. Furthermore, neither the lead entity nor the member entities of the joint venture can:
a) Submit another proposal, either in its own capacity; nor b) As a lead entity or a member entity for another joint venture submitting another
Proposal.
The description of the organization of the joint venture/consortium/association must clearly define the expected role of each of the entity in the joint venture in delivering the requirements of the RFP, both in the Proposal and the Joint Venture Agreement. All entities that comprise the joint venture shall be subject to the eligibility and qualification assessment by UNDP.
Where a joint venture is presenting its track record and experience in a similar undertaking as those required in the RFP, it should present such information in the following manner:
a) Those that were undertaken together by the joint venture; and b) Those that were undertaken by the individual entities of the joint venture
expected to be involved in the performance of the services defined in the RFP.
Previous contracts completed by individual experts working privately but who are permanently or were temporarily associated with any of the member firms cannot be claimed as the experience of the joint venture or those of its members, but should only be claimed by the individual experts themselves in their presentation of their individual credentials.
If a joint venture’s Proposal is determined by UNDP as the most responsive Proposal that
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offers the best value for money, UNDP shall award the contract to the joint venture, in the name of its designated lead entity. The lead entity shall sign the contract for and on behalf of all other member entities.
20. Alternative ProposalsUnless otherwise specified in the Data Sheet (DS nos. 5 and 6), alternative proposals shall not be considered. Where the conditions for its acceptance are met, or justifications are clearly established, UNDP reserves the right to award a contract based on an alternative proposal.
21. Validity PeriodProposals shall remain valid for the period specified in the Data Sheet (DS no. 8), commencing on the submission deadline date also indicated in the Data Sheet (DS no. 21). A Proposal valid for a shorter period shall be immediately rejected by UNDP and rendered non-responsive.
In exceptional circumstances, prior to the expiration of the proposal validity period, UNDP may request Proposers to extend the period of validity of their Proposals. The request and the responses shall be made in writing, and shall be considered integral to the Proposal.
22. Proposer’s ConferenceWhen appropriate, a proposer’s conference will be conducted at the date, time and location specified in the Data Sheet (DS no. 7). All Proposers are encouraged to attend. Non-attendance, however, shall not result in disqualification of an interested Proposer. Minutes of the proposer’s conference will be either posted on the UNDP website, or disseminated to the individual firms who have registered or expressed interest with the contract, whether or not they attended the conference. No verbal statement made during the conference shall modify the terms and conditions of the RFP unless such statement is specifically written in the Minutes of the Conference, or issued/posted as an amendment in the form of a Supplemental Information to the RFP.
D. SUBMISSION AND OPENING OF PROPOSALS
23. Submission 23.1 The Financial Proposal and the Technical Proposal Envelopes MUST BE
COMPLETELY SEPARATE and each of them must be submitted sealed individually and clearly marked on the outside as either “TECHNICAL PROPOSAL” or “FINANCIAL PROPOSAL”, as appropriate. Each envelope MUST clearly indicate the name of the Proposer. The outer envelopes shall bear the address of UNDP as specified in the Data Sheet (DS no. 20) and shall include the Proposer’s name and address, as well as a warning that state “not to be opened before the time and date for proposal opening” as specified in the Data Sheet (DS no. 24). The Proposer shall assume the responsibility for the misplacement or premature opening of Proposals due to improper sealing and labeling by the Proposer.
23.2 Proposers must submit their Proposals in the manner specified in the Data Sheet
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(DS nos. 22 and 23). When the Proposals are expected to be in transit for more than 24 hours, the Proposer must ensure that sufficient lead time has been provided in order to comply with UNDP’s deadline for submission. UNDP shall indicate for its record that the official date and time of receiving the Proposal is the actual date and time when the said Proposal has physically arrived at the UNDP premises indicated in the Data Sheet (DS no. 20).
23.3 Proposers submitting Proposals by mail or by hand shall enclose the original and each copy of the Proposal, in separate sealed envelopes, duly marking each of the envelopes as “Original Proposal” and “Copy of Proposal” as appropriate. The 2 envelopes shall then be sealed in an outer envelope. The number of copies required shall be as specified in the Data Sheet (DS no. 19). In the event of any discrepancy between the contents of the “Original Proposal” and the “Copy of Proposal”, the contents of the original shall govern. The original version of the Proposal shall be signed or initialed by the Proposer or person(s) duly authorized to commit the Proposer on every page. The authorization shall be communicated through a document evidencing such authorization issued by the highest official of the firm, or a Power of Attorney, accompanying the Proposal.
23.4 Proposers must be aware that the mere act of submission of a Proposal, in and of itself, implies that the Proposer accepts the General Contract Terms and Conditions of UNDP as attached hereto as Section 11.
24. Deadline for Submission of Proposals and Late ProposalsProposals must be received by UNDP at the address and no later than the date and time specified in the Data Sheet (DS no. 20 and 21).UNDP shall not consider any Proposal that arrives after the deadline for submission of Proposals. Any Proposal received by UNDP after the deadline for submission of Proposals shall be declared late, rejected, and returned unopened to the Proposer.
25. Withdrawal, Substitution, and Modification of Proposals25.1 Proposers are expected to have sole responsibility for taking steps to carefully
examine in detail the full consistency of its Proposals to the requirements of the RFP, keeping in mind that material deficiencies in providing information requested by UNDP, or lack clarity in the description of services to be provided, may result in the rejection of the Proposal. The Proposer shall assume the responsibility regarding erroneous interpretations or conclusions made by the Proposer in the course of understanding the RFP out of the set of information furnished by UNDP.
25.2 A Proposer may withdraw, substitute or modify its Proposal after it has been submitted by sending a written notice in accordance with Clause 23.1, duly signed by an authorized representative, and shall include a copy of the authorization (or a Power of Attorney). The corresponding substitution or modification of the Proposal must accompany the respective written notice. All notices must be received by UNDP prior to the deadline for submission and submitted in accordance with RFP Clause 23.1 (except that withdrawal notices do not require copies). The respective envelopes shall be clearly marked “WITHDRAWAL,” “SUBSTITUTION,” or MODIFICATION”.
25.3 Proposals requested to be withdrawn shall be returned unopened to the Proposers.
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25.4 No Proposal may be withdrawn, substituted, or modified in the interval between the deadline for submission of Proposals and the expiration of the period of proposal validity specified by the Proposer on the Proposal Submission Form or any extension thereof.
26. Proposal OpeningUNDP will open the Proposals in the presence of an ad-hoc committee formed by UNDP of at least two (2) members. If electronic submission is permitted, any specific electronic proposal opening procedures shall be as specified in the Data Sheet (DS no. 23).
The Proposers’ names, modifications, withdrawals, the condition of the envelope labels/seals, the number of folders/files and all other such other details as UNDP may consider appropriate, will be announced at the opening. No Proposal shall be rejected at the opening stage, except for late submission, for which the Proposal shall be returned unopened to the Proposer.
27. ConfidentialityInformation relating to the examination, evaluation, and comparison of Proposals, and the recommendation of contract award, shall not be disclosed to Proposers or any other persons not officially concerned with such process, even after publication of the contract award.
Any effort by a Proposer to influence UNDP in the examination, evaluation and comparison of the Proposals or contract award decisions may, at UNDP’s decision, result in the rejection of its Proposal.
In the event that a Proposer is unsuccessful, the Proposer may seek a meeting with UNDP for a debriefing. The purpose of the debriefing is discussing the strengths and weaknesses of the Proposer’s submission, in order to assist the Proposer in improving the proposals presented to UNDP. The content of other proposals and how they compare to the Proposer’s submission shall not be discussed.
E. EVALUATION OF PROPOSALS
28. Preliminary Examination of ProposalsUNDP shall examine the Proposals to determine whether they are complete with respect to minimum documentary requirements, whether the documents have been properly signed, whether or not the Proposer is in the UN Security Council 1267/1989 Committee's list of terrorists and terrorist financiers, and in UNDP’s list of suspended and removed vendors, and whether the Proposals are generally in order, among other indicators that may be used at this stage. UNDP may reject any Proposal at this stage.
29. Evaluation of Proposals29.1 UNDP shall examine the Proposal to confirm that all terms and conditions under
the UNDP General Terms and Conditions and Special Conditions have been accepted by the Proposer without any deviation or reservation.
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29.2 The evaluation team shall review and evaluate the Technical Proposals on the basis of their responsiveness to the Terms of Reference and other documentation provided, applying the evaluation criteria, sub-criteria, and point system specified in the Data Sheet (DS no. 32). Each responsive Proposal will be given a technical score. A Proposal shall be rendered non-responsive at this stage if it does not substantially respond to the RFP particularly the demands of the Terms of Reference, which also means that it fails to achieve the minimum technical score indicated in the Data Sheet (DS no. 25). Absolutely no changes may be made by UNDP in the criteria, sub-criteria and point system indicated in the Data Sheet (DS no. 32) after all Proposals have been received.
29.3 In the second stage, only the Financial Proposals of those Proposers who achieve the minimum technical score will be opened for evaluation for comparison and review. The Financial Proposal Envelopes corresponding to Proposals that did not meet the minimum passing technical score shall be returned to the Proposer unopened. The overall evaluation score will be based either on a combination of the technical score and the financial offer, or the lowest evaluated financial proposal of the technically qualified Proposers. The evaluation method that applies for this RFP shall be as indicated in the Data Sheet (DS no. 25).
When the Data Sheet specifies a combined scoring method, the formula for the rating of the Proposals will be as follows:
Rating the Technical Proposal (TP):
TP Rating = (Total Score Obtained by the Offer / Max. Obtainable Score for TP) x 100
Rating the Financial Proposal (FP):
FP Rating = (Lowest Priced Offer / Price of the Offer Being Reviewed) x 100
Total Combined Score:
(TP Rating) x (Weight of TP, e.g. 70%)
+ (FP Rating) x (Weight of FP, e.g., 30%)
Total Combined and Final Rating of the Proposal
29.4 UNDP reserves the right to undertake a post-qualification exercise aimed at determining, to its satisfaction the validity of the information provided by the Proposer. Such post-qualification shall be fully documented and, among those that may be listed in the Data Sheet (DS no. 33), may include, but need not be limited to, all or any combination of the following:a) Verification of accuracy, correctness and authenticity of information provided by
the Proposer on the legal, technical and financial documents submitted;
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b) Validation of extent of compliance to the RFP requirements and evaluation criteria based on what has so far been found by the evaluation team;
c) Inquiry and reference checking with Government entities with jurisdiction on the Proposer, or any other entity that may have done business with the Proposer;
d) Inquiry and reference checking with other previous clients on the quality of performance on ongoing or previous contracts completed;
e) Physical inspection of the Proposer’s offices, branches or other places where business transpires, with or without notice to the Proposer;
f) Quality assessment of ongoing and completed outputs, works and activities similar to the requirements of UNDP, where available; and
g) Other means that UNDP may deem appropriate, at any stage within the selection process, prior to awarding the contract.
30. Clarification of ProposalsTo assist in the examination, evaluation and comparison of Proposals, UNDP may, at its discretion, ask any Proposer for a clarification of its Proposal.
UNDP’s request for clarification and the response shall be in writing. Notwithstanding the written communication, no change in the prices or substance of the Proposal shall be sought, offered, or permitted, except to provide clarification, and confirm the correction of any arithmetic errors discovered by UNDP in the evaluation of the Proposals, in accordance with RFP Clause 32.
Any unsolicited clarification submitted by a Proposer in respect to its Proposal, which is not a response to a request by UNDP, shall not be considered during the review and evaluation of the Proposals.
31. Responsiveness of ProposalUNDP’s determination of a Proposal’s responsiveness will be based on the contents of the Proposal itself.
A substantially responsive Proposal is one that conforms to all the terms, conditions, TOR and other requirements of the RFP without material deviation, reservation, or omission.
If a Proposal is not substantially responsive, it shall be rejected by UNDP and may not subsequently be made responsive by the Proposer by correction of the material deviation, reservation, or omission.
32. Nonconformities, Reparable Errors and OmissionsProvided that a Proposal is substantially responsive, UNDP may waive any non-conformities or omissions in the Proposal that, in the opinion of UNDP, do not constitute a material deviation.
Provided that a Proposal is substantially responsive, UNDP may request the Proposer to submit the necessary information or documentation, within a reasonable period of time, to rectify nonmaterial nonconformities or omissions in the Proposal related to
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documentation requirements. Such omission shall not be related to any aspect of the price of the Proposal. Failure of the Proposer to comply with the request may result in the rejection of its Proposal.
Provided that the Proposal is substantially responsive, UNDP shall correct arithmetical errors as follows:a) if there is a discrepancy between the unit price and the line item total that is
obtained by multiplying the unit price by the quantity, the unit price shall prevail and the line item total shall be corrected, unless in the opinion of UNDP there is an obvious misplacement of the decimal point in the unit price, in which case the line item total as quoted shall govern and the unit price shall be corrected;
b) if there is an error in a total corresponding to the addition or subtraction of subtotals, the subtotals shall prevail and the total shall be corrected; and
c) if there is a discrepancy between words and figures, the amount in words shall prevail, unless the amount expressed in words is related to an arithmetic error, in which case the amount in figures shall prevail subject to the above.
If the Proposer does not accept the correction of errors made by UNDP, its Proposal shall be rejected.
F. AWARD OF CONTRACT
33. Right to Accept, Reject, or Render Non-Responsive Any or All ProposalsUNDP reserves the right to accept or reject any Proposal, to render any or all of the Proposals as non-responsive, and to reject all Proposals at any time prior to award of contract, without incurring any liability, or obligation to inform the affected Proposer(s) of the grounds for UNDP’s action. Furthermore, UNDP shall not be obliged to award the contract to the lowest price offer.
UNDP shall also verify, and immediately reject their respective Proposal, if the Proposers are found to appear in the UN’s Consolidated List of Individuals and Entities with Association to Terrorist Organizations, in the List of Vendors Suspended or Removed from the UN Secretariat Procurement Division Vendor Roster, the UN Ineligibility List, and other such lists that as may be established or recognized by UNDP policy on Vendor Sanctions. (See http://www.undp.org/content/undp/en/home/operations/procurement/protestandsanctions/ for details).
34. Award CriteriaPrior to expiration of the period of proposal validity, UNDP shall award the contract to the qualified Proposer with the highest total score based on the evaluation method indicated in the Data Sheet (DS no. 25 and 32).
35. Right to Vary Requirements at the Time of AwardAt the time of award of Contract, UNDP reserves the right to vary the quantity of services and/or goods, by up to a maximum twenty-five per cent (25%) of the total offer, without any change in the unit price or other terms and conditions.
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36. Contract SignatureWithin fifteen (15) days from the date of receipt of the Contract, the successful Proposer shall sign and date the Contract and return it to UNDP.
Failure of the successful Proposer to comply with the requirement of RFP Clause 35 and this provision shall constitute sufficient grounds for the annulment of the award, and forfeiture of the Proposal Security if any, and on which event, UNDP may award the Contract to the Proposer with the second highest rated Proposal, or call for new Proposals.
37. Performance SecurityA performance security, if required, shall be provided in the amount and form provided in Section 9 and by the deadline indicated in the Data Sheet (DS no. 14), as applicable. Where a Performance Security will be required, the submission of the said document, and the confirmation of its acceptance by UNDP, shall be a condition for the effectivity of the Contract that will be signed by and between the successful Proposer and UNDP.
38. Bank Guarantee for Advanced PaymentExcept when the interests of UNDP so require, it is the UNDP’s preference to make no advanced payment(s) on contracts (i.e. payments without having received any outputs). In the event that the Proposer requires an advanced payment upon contract signature, and if such request is duly accepted by UNDP, and the said advanced payment exceeds 20% of the total proposal price, or exceed the amount of USD 30,000, UNDP shall require the Proposer to submit a Bank Guarantee in the same amount as the advanced payment. A bank guarantee for advanced payment shall be furnished in the form provided in Section 10.
39. Vendor ProtestUNDP’s vendor protest procedure provides an opportunity for appeal to those persons or firms not awarded a purchase order or contract through a competitive procurement process. In the event that a Proposer believes that it was not treated fairly, the following link provides further details regarding UNDP vendor protest procedures:http://www.undp.org/content/undp/en/home/operations/procurement/protestandsanctions/
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Instructions to Proposers
DATA SHEET
The following data for the services to be procured shall complement, supplement, or amend the provisions in the Instruction to Proposers. In the case of a conflict between the Instructions to Proposers, the Data Sheet, and other annexes or references attached to the Data Sheet, the provisions in the Data Sheet shall govern.
DS No.2
Cross Ref. to Instructions
Data Specific Instructions / Requirements
1Project Title:
Project Strengthening the Institutional and Financial Sustainability of the National Protected Area System – PARCS project
2
Title of Services/Work:
Design and implementation of a modern and robust centralized Financial Management Information System (FMIS) in accordance with a Beneficiary requirements and the relevant legislation.
3 Country / Region of Work Location:
Croatia
4 C.13 Language of the Proposal: English
5 C.20 Conditions for Submitting Proposals for Parts or sub-parts of the TOR
Not allowed
6 C.20 Conditions for Submitting Alternative Proposals
Shall not be considered
2 All DS number entries in the Data Sheet are cited as reference in the Instructions to Proposers. All DS nos. corresponding to a Data must not be modified. Only information on the 3rd column may be modified by the user. If the information does not apply, the 3 rd column must state “N/A” but must not be deleted.
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7 C.22 A pre-proposal conference will be held on:
Opportunity to ask additional explanations through question and answer session.Time: 10.00 hoursDate: 14 November, 2016Venue: by SkypeThe UNDP focal point for the arrangement is: Jasmina Stipula, Administrative AssociateAddress: Lomnička 2, 10000 ZagrebTelephone: 00 385 1 2361 652E-mail: [email protected]
8 C.21 Period of Proposal Validity commencing on the submission date
90 days
9 B.9.5C.15.4
b)
Proposal Security Required Amount: 50,000.00 HRK Form: Bank Guarantee
10 B.9.5 Acceptable forms of Proposal Security 3
Bank Guarantee (See Section 8 for template)
11 B.9.5C.15.4
a)
Validity of Proposal Security 120 days from the last day of Proposal submission.
Proposal Security of unsuccessful Proposers shall be returned.
12 Advanced Payment upon signing of contract
Not allowed
13 Liquidated Damages Will be imposed under the following conditions: Percentage of contract price per day of delay: 0,15% Max. no. of days of delay: 30 After which UNDP may terminate the contract.
14 F.37 Performance Security Required Amount: 85,000.00HRK Form: Bank Guarantee
15 C.17,C.17 b)
Preferred Currency of Proposal and Method for Currency conversion
x Local Currency HRK
Reference date for determining UN Operational Exchange Rate: Date of proposal submission
3 Surety bonds or other instruments issued by non-bank Financial Institutions are least preferred by UNDP. Unless stated otherwise, they shall be considered unacceptable to UNDP.
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16 B.10.1 Deadline for submitting requests for clarifications/ questions
Questions may be send via e-mail to the following e-mail account: [email protected] not later than 14 November, 2016
17 B.10.1 Contact Details for submitting clarifications/questions4
Focal Person in UNDP: Jasmina StipulaAddress: Lomnička 2, 10000 ZagrebE-mail address dedicated for this purpose: [email protected]
18 B.11.1 Manner of Disseminating Supplemental Information to the RFP and responses/clarifications to queries
Direct communication to prospective Proposers by email
19 D.23.3 No. of copies of Proposal that must be submitted
Original: 1Copies: 1
20 D.23.1D.23.2D.24
Proposal Submission Address UNDPLomnička 2, 1st floor10000 Zagreb
21 C.21D.24
Deadline of Submission Date and Time: 22 November 2016 12:00 PM
22 D.23.2 Allowable Manner of Submitting Proposals
Courier/Hand Delivery
23 D.23.2D.26
Conditions and Procedures for electronic submission and opening, if allowed
NOT ALLOWED
24 D.23.1 Date, time and venue for opening of Proposals
N/A
25 E.29.2E.29.3F.34
Evaluation method to be used in selecting the most responsive Proposal
Combined Scoring Method, using the 70%-30% distribution for technical and financial proposals, respectively, where the minimum passing score of technical proposal is 70% of total technical score.
4 This contact person and address is officially designated by UNDP. If inquiries are sent to other person/s or address/es, even if they are UNDP staff, UNDP shall have no obligation to respond nor can UNDP confirm that the query was officially received.
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26 C.15.1 Required Documents that must be Submitted to Establish Qualification of Proposers (In “Certified True Copy” form only)
Tax Registration/Payment Certificate issued by the Internal Revenue Authority evidencing that the Proposer is updated with its tax payment obligations, or Certificate of Tax exemption, if any such privilege is enjoyed by the Proposer. Certificate of Registration of the business, including Articles of Incorporation, or equivalent document if Proposer is not a corporation. Financial Statement to indicate Its liquidity – Supporting documentation confirmation that company or trade’s bank account has not blocked longer that 3 days in the last six months (BON 2);
27 Other documents that needs to be Submitted to Establish Eligibility
Company Profile, which should not exceed fifteen (15) pages, including printed brochures and product catalogues relevant to the goods/services being procured
All information regarding any past and current litigation during the last five (5) years, in which the Proposer is involved, indicating the parties concerned, the subject of the litigation, the amounts involved, and the final resolution if already concluded.
Proof that The Proposer have successfully completed at least one project in the field of Consolidated financial budgeting, forecasting and reporting system (“lokalne ili područne riznice”).
Proof that the proposer had minimal annual turnover in last three years of 500,000.00 USD.
Quality Certificate (e.g., ISO, etc.) and/or other similar certificates, accreditations, awards and citations received by the Proposer, if any as per minimal requirements in Terms of Reference.
Key personnel CV’s adjusted to emphasize relevent experiance.
28 C.15 Structure of the Technical Proposal (only if different from
As described in Section 12
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the provision of Section 12)
29 C.15.2 Latest Expected date for commencement of Contract
01 January 2017
30 C.15.2 Expected duration of contract (Target Commencement Date and Completion Date)
Expected duration of the contract:12 months 01 January 2017 - 01 January 2018
31 UNDP will award the contract to:
One Proposer only
32 E.29.2F.34
Criteria for the Award of Contract and Evaluation of Proposals
Evaluation Criteria Tables below
33 E.29.4 Post-Qualification Actions Verification of accuracy, correctness and authenticity of the information provided by the Proposer on the legal, technical and financial documents submitted; Validation of extent of compliance to the RFP requirements and evaluation criteria based on what has so far been found by the evaluation team; Inquiry and reference checking with Government entities with jurisdiction on the Proposer, or any other entity that may have done business with the Proposer; Inquiry and reference checking with other previous clients on the quality of performance on ongoing or previous contracts completed.
34 Conditions for Determining Contract Effectively
UNDP’s receipt of Performance Guarantee
35 Other Information Related to the RFP5
The one payment will be done upon delivery of the Design and implementation of a modern and robust centralized Financial Management Information System (FMIS) and installation and education in all 19 parks.
5 Where the information is available in the web, a URL for the information may simply be provided.
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Table for responsiveness of function and not functional requirements
Functional requirement Response (Yes/No)
1 The proposed system is compliant with the Accounting Act, the Rules on Budget Accounting and Chart of accounting, Regulations on financial reporting in budgetary accounting and other related regulations.
2 The Proposer already has a successful implementation of solution that satisfies most of requested requirements (section Functional specification) without additional development (less than two months of additional development).
3 The functional specification contains all requested functionalities.
Non- Functional requirement Response (Yes/No)
4 The proposed system provides unified functionalities, data models and catalogues to be shared between the parks.
5 The proposed multi-tenant system will provide every user (PI) a dedicated/separate share of the instance including its data, configuration, user management and, if applicable, individual functionality.
6 The planning module is realized as web application and should be able to all stakeholders at the same time. The data entered at any level must be consistent at all levels.
7 The proposed system should ensure appropriate complete separation of data access and separate enforcement of all application security requirements for each of the 19 tenants.
8 The Proposer should explain all recovery procedures that ensure the prevention of data loss and ensure continued operation of the system.
9 Individual user should have functionality for defining the access for operations within application by using user groups or per single use.
10 Proposed system must secure that no one will be able to read the data without having the appropriate rights.
11 Administrators of the application should be able to administer the application remotely, through internet, per users or user groups.
12 All or major application transactions/processes shall be logged and audited.
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13 Integration: The proposed system should be integrated with the system of electronic tickets.
14 Integration: The proposed system should be integrated with the HoReCa system.
15 Integration: The proposed system should ensure the integration with the FMIS gateway system of Ministry of Finance (MF).
16 Roll out: The roll out plan includes all needed activities for all user locations.
17 Compatibility: The software must function on infrastructure that can be supported by the users (parks) as specified in Table 2 of ToR.
18 Data migration and initial input: Migration and preparation of the data will be done in a way that ensures that all financial reports from the previous years will be available to the user in accordance with record-keeping obligations (legally required).
19 Data backup and data archival: Data backup, data archival and restoration procedures are proposed.
20 Change management: The solution should be flexible enough to accommodate further changes (e.g. changes in data fields/tables, changes in business processes, changes in policies and procedures, additional integrations, etc.) in future.
21 Warranty: The Warranty Period shall begin from the date of Operational Acceptance and extend for 12 (twelve) months.
22 Maintenance and support: Maintenance and support plan includes corrective, preventive, adaptive and perfective maintenance as well as help desk.
23 Education: Training plan includes all requested locations with all necessary equipment and trainers with a good working knowledge of the system.
24 Change requests: Development and implementation of additional functionalities will be possible.
25 Hosting services: The system hosting is provided.
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Section 3: Terms of Reference (TOR) and Functional Specification
Functional Title: Design and implementation of a modern and robust centralized Financial Management Information System (FMIS) in accordance with a Beneficiary requirements and the relevant legislation.
Programme: Strengthening the Institutional and Financial Sustainability of the National Protected Area System (PARCS project)
Duty Station: ZagrebStarting date: January 01, 2016Duration: 12 months
D E S C R I P T I O N A N D O B J E C T I V E S O F T H E P R O J E C T
The Full-Sized UNDP-GEF project Strengthening the Institutional and Financial Sustainability of the National Protected Area System (PARCS project) seeks to conserve globally significant marine and terrestrial biological diversity in Croatia, through effective management of the protected area (PA) system.
The PARCS project is organized in two components based on the set project objectives:1) Reforming the institutional framework to strengthen the management effectiveness of national
protected areas2) Improving the financial sustainability of the network of national protected area
The project will strengthen the management of the country's 19 national and nature parks by improving the model of protected areas management and boosting investment in infrastructure.
O B J E C T I V E S O F T H E F I R S T P R O J E C T C O M P O N E N T
The first component of the project is focused on improving the current institutional framework for national protected areas in order to address its key systemic and institutional weaknesses (weak coordination, limited performance accountability, duplication, cost-inefficiencies and inequitable distribution of funds).
Among many activities under this component GEF funding will be used to strengthen the financial management capacities through education and improvements in procedures and operations within the public institutions that manage national protected areas (national and nature parks) in order to reduce cost-inefficiencies, as the facilitation processes of planning and reporting.
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O B J E C T I V E S O F T H E A S S I G N M E N T
The main goal of this project activity is to design and implement a modern and robust centralized Financial Management Information System (FMIS) in accordance with a Beneficiary requirements and the relevant legislation. FMIS under this Request for Proposal (RfP) should improve and facilitate the financial processes and operations in the 19 public institutions national and nature parks, and enable automating of reporting towards Ministry of Environment and Energy (MEE) and Ministry of Finance (MF).
Specific tasks of the assignment are:
Implement a Financial Management Information System (FMIS); Implement integration module (communication with other systems in-use); Migrate data from existing solutions / assure initial input; Create, propose and conduct the Project implementation plan and corresponding activities
based on the expected implementation schedule and expected deliverables;
Create a Test Plan with test cases and scenarios. Conduct the testing including integration testing with other systems;
Create a migration plans and detailed implementation plans to support migration to the changed environment (from the existing solutions);
Provide training of the staff;
Configure, integrate, optimize and roll-out the final solution to production environment;
Ensure the warranty period, support and maintenance for the implemented information system;
Proposer must include in proposal hosting for total solution for the period of implementation.
D U R AT I O N O F T H E W O R K
Deadline for finishing all tasks is 12 months from signing the Contract. The system shall be in production work starting January 1st 2018.
L O C AT I O N O F T H E W O R K
Activities will be performed on:- Park’s locations (e.g. installation of the software – if needed). Education will be performed on
regional principle (e.g. 4 locations in Croatia: Zagreb, Rijeka, Split and Osijek).- Beneficiary location (Zagreb) (if necessary)
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M I N I M A L C R I T E R I A R E Q U I R E D F O R T H E P R O P O S E R A N D T H E K E Y P E R S O N E L R E Q U I R E D
The Proposer should have successfully completed at least one project in the field of consolidated financial budgeting, forecasting and reporting system (“lokalne ili područne riznice”). Also the Proposer should have financially the minimal annual turnover in last three years of 500,000.00 USD.
Key personnel:
Project ManagerProject Manager should have at least 10 years of professional experience in the area of managing software implementation projects of similar complexity and should have PMP, Prince 2 or similar project management certificate.
Lead consultantLead consultant should have general expertise and relevant experience of at least 10 years in gathering system requirements and developing system requirements documents.Knowledge and experience (at least 5 years) in software systems implementation of proposed solution and Certificate for proposed solution for planning and budgeting (according to Croatian legislation – ovlašteni knjigovoda).
Business analyst 1Business analyst 1 should have general expertise and relevant experience of at least 10 years in gathering system requirements and developing system requirements documents.Knowledge and experience in software systems implementation of proposed solution.Master degree in computer science / information technology.
Business analyst 2General expertise and relevant experience of at least 5 years in gathering system requirements and developing system requirements documents.Knowledge and experience in software systems implementation of proposed solution.Certificate for proposed solution for planning and budgeting (according to Croatian legislation).
Software developerGeneral expertise and relevant experience of at least 10 years in software development.Knowledge and experience in software systems implementation of proposed solution.Master degree in computer science / information technology.
P R O P O S E D F I N A N C I A L M A N A G E M E N T S O L U T I O N F O R P U B L I C I N S T I T U T I O N S ( P I S ) N AT I O N A L A N D N AT U R E PA R K S
National and nature parks now use different non-standardized financial management and accounting solutions with different functionalities. The Table 1 contains information on the systems in use.
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Table 1 Financial management and accounting systems in useUser SW Solution
National park Plitvička jezera SW Solution(s) type 1
National park Brijuni SW Solution(s) type 2
Nature park Kopački rit SW Solution(s) type 3
Nature park Lonjsko polje SW Solution(s) type 4
Nature park Vransko jezero SW Solution(s) type 5
Nature park Papuk SW Solution(s) type 6
Nature park Telašćica SW Solution(s) type 7
Nature park Lastovsko otočje
None (external services)Nature park Velebit
Nature park Biokovo
National park Krka
SW Solutuion(s) type 8
National park Sjeverni Velebit
National park Risnjak
National park Kornati
National park Paklenica
Nature park Medvednica
Nature park Učka
Nature park Žumberak-Samoborsko gorje
National park Mljet
In order to provide a long-term solution for the network of national protected areas proposed financial management information system (FMIS) should be an efficient and cost-effective “standardized” solution for the financial management and administration of national protected areas. The FMIS should provide unified functionalities, data models and catalogues to be shared between the parks. Besides basic functionalities of the accounting and financial management system (noted below), the system should additionally ensure the functionalities of public sector accounting and should automate the current customer manual budgeting and planning processes by implementing an integrated, collaborative, powerful, reliable, and scalable budgeting and planning solution. The FMIS as financial planning, budgeting and reporting system will be used by the 19 National Public Institutions (PIs) for reporting to the MEE.The FMIS should be interoperable and integrated with other systems as specified later in the document.
This section provides an overview of requirements of this project. The Proposer is requested to provide functional and technical documentation to confirm how the proposed solution complies with the stated requirements. It is expected that the Proposer already has solution in their portfolio that satisfies most of requested requirements without additional development. At the Purchaser’s request, Proposer may be required to give presentation of such solution. The Proposer is requested to specify
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which functionalities need additional development or customization. The time required for additional development must be less than two months.
FUNCTIONAL SPECIFICATION
The functionalities of the system are defined in the Accounting Act, the Rules on Budget Accounting and Chart of accounting, Regulations on financial reporting in budgetary accounting and other related regulations.The proposed system must support the following requirements:
Accounting – Budget planning - MANDATORY Multilevel planning:
o MEE (Ministry of Environment and Energy)o Parks (National and Nature parks)
Option with/without allotment of limit for financial plan o Top down approach - MEE allocates maximum limit on the level of budget user (park),
version of financial plan and budget classificationo Bottom up approach – parks prepare financial plan without any limit from MENP
Using the web interface (internet) when creating:o Budget plano Amending budget (revision)o Three-year projections
Option that the draft of financial plan can be generated:o based on the plan from the selected earlier years (with the possibility of making
adjustments in accordance with the guidelines)o based on the projections of the plan made in the process of developing a three-year
budget projection a year agoo based on the revisions (amending budget)
Creating a financial plan that includes:o revenue plano expense plan
Budget planning at the mandatory budgetary classifications:o programs / projects / activities,o economic classificationo functional classificationo sources of financing
Option to modify the financial plan proposal - draft created by budget user - the park, and after verification with the MEE:
o automatic park plan item input into MEE plan Program (automatic) consolidation of financial plans of parks and MEE Freezing plan after adoption Creating a three-year budget projection Creating a budget reallocation Keeping all versions of financial plans Ability to compare / report with respect to the previous version and projections of future plans
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The possibility of inserting a position between any of the previously entered positions when making revisions (amending budget)
The possibility of monitoring the execution of the budget according to cost centers
Accounting - Budget posting and execution - MANDATORY Entry, maintenance and automatic (software) application of budget posting and execution rules Receipt and filing of payables in one place and forwarding to the departments for positioning
and posting Monitoring the flow and status of invoices Control of incoming invoices and the situation within the relevant department in a way that
accounts linked to contracts or purchase orders based on which are exposed Positioning and posting of invoices and other financial documents at the department Control in relation to the plan, expenses and expenditures financed from dedicated revenues, in
comparison to the charged dedicated revenues Automatic posting on the planned budgetary classifications Keeping the rules of the program (automatic) and manual postings Review of accounting orders and general ledger accounts from several years by different criteria:
date, type of account, bookkeeping accounts, etc. Ledger accounts view at all levels of the chart of accounts - from synthetics to analytics and back
(drill down method option) Browsing the balance of the general ledger for the period and the level selected display (class,
group, subgroup, basic calculus, analytical account) Insight into state of liabilities in the period (open, closed, according to type) Automatic creation and filling in legislative reports from the program on the accrual and cash
basis Analytical reports according to mandatory budgetary classifications Print budget plan realization with the possibility of data export in PDF / DOCX / XLSX format Print book of receivables and payables Automatic period closing option (monthly, yearly)
Financial management and accounting – MANDATORY Input and maintenance of master data:
o Business partnerso Bank datao Accounts (Giro accounts)o Accounting periodso Exchange rate list
Input and maintenance of master data for invoicing:o Classificationo Comments templateso Services by business partnerso Discounts by partners/places of costs/serviceso Signatories by titles and official duties
Entry, preview, delete and changes of accounts payable and receivable set of documents: o Incoming and outgoing invoices, banking statements and book notes by the type of
document
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o Search and filtering by the business partner, document number, payment account, account number, reference number, date of document, liability and claim amounts, type of fees
o Distribution of vendors and customer’s invoices in accordance with the budget plan items
o Automatic posting and reposting into general ledger formo Document management in accordance with Regulation on Office management
Overview of business partners:o Analytics and synthetics by business partner o Filtering by document types, statuses of posting types (regular accounting, bad debts),
types of fees, objects and dates from documents (document date, posting date and due date)
Insight into business partner card position by the partner's code, partner's name, PIN, Giro account and accounts
Recapitulation option by the type of claims, maturity of claims and type of posting Input and maintenance of interest rates by the type and period of validity Calculation of interest
o Overview of interest by business partner and documents Input, delete and activation/deactivation of rules for income posting Overdue payment
o Overview of overdue payment letters with control list for certain reminded business partners
o Automatically generate overdue payment letter (template based)o Support for overdue payment letter management in accordance with Regulation on
Office management Overview of enforcement documents with detailed display of certain items included by
enforcement and enforcement relating costs Overdue payments and enforcement documents
o Overview of overdue payment letters with control list for certain reminded business partners
o Automatically generate overdue payment letter and enforcements (template based)o Support for document management in accordance with Regulation on Office
management Keeping records of bad debts with the possibility of writing them off according to brought
decisions Overview, preparation and transfer of buyer’s enforcement documents into bad debts
accounting, as well as their retrieval into regular accounting Recording and conduction of accrual payments (compensation, cession and assignment) with
participants Selection of documents which are participating in procedure of conducting certain type of
accrual payment up to certain amount, defined in the procedure Creating proposals and its printout with automatic discounts calculation and calculation of
discounts and taxes per head or by the proposal's items, with the option of creating proposals in domestic and foreign currency
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Automatic creation of outgoing customer invoice by the proposal, with control in multiple creation of outgoing invoice from the proposal
Creating quote and its printout with automatic discount calculation and calculation of discounts and taxes per head or by the proposal items, and an option to create proposal in domestic and foreign currency
Invoice posting with generating tax structure according to defined way of calculation by header or by quote’s items
Creating invoices with the option to retrieve items from one or several proposals and quotes, as well as to calculate discounts and taxes per head or by the invoice items, and possibility to create invoice in domestic and foreign currency
Invoice posting with generation of tax structure according to defined way of calculations per invoice header or by the invoice line
Batch creating of invoices according to predefined customer’s services, for services which are billed to customers by certain dynamics (monthly, quarterly, annually…)
Detailed overview of customers by codes, name and place, insight into customer’s data and overview of certain customer's documents
VAT calculation Automatically generate forms: PDV, PDV-S, ZP, PPO Support for XML data export (tax administration) Selection of order for creating collective payment order:
o Creating payment documento Preparing payment order through collective ordero Tagging payment order through preparation of collective order for payment
Entry, forming, modification and detailed display of payment order: o Subsequent verification of payment orders in preparing collective ordero Correction of order in preparation of collective order and update of changes
Approval and listing of collective payment order E-banking support:
o payments through e-bankingo data transfer (payments and withdrawals, bank statement export/import)
Transfer of bank statement file and automatic recognition of payments and payoffs according to payment model, bank account number and amount:
o Transfer of bank statement file and automatic recognition of payments and payoffs according to multiple reference number
Connecting according to closing criteria (interest rates, debts expenses) by multiple reference number
Setup option for connecting payments and payoffs for posting and automatic posting of bank statements in general ledger
Posting vendor invoice in accounts payable by the type of invoice Distribution of incoming invoices by the items of budget plan Multiple liabilities payment option:
o Partial payment option for certain documento Reduction of total available amount of the payment document at the next payment
Summary of paymentso Payment list with reference number
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o Payment list by different criteria (date, status - open/closed, Giro account, accounts, etc.)
Reportso Incoming and outgoing documentso Accounts payableo Accounts receivableo Incoming and outgoing invoiceso Open and closed transactions by budget plan itemso Open customer invoiceso Customer invoices past dueo Bad debtso Internal account statemento Customer invoice transactiono Invoice journalo Legally required reports (required by tax administration)o Vendor reports
Vendor invoice transactions Vendor balance list Total accounts payable in the past period Invoice journal Vendor detailed due day list
Retail - MANDATORY Input and maintenance of master data:
o goods and services catalogueo business partnerso types of paymento data on credit card companies
Barcode support Support for multiple stores
o Transfer of goods between stores Support for multiple cash registers in the same store Support for tracking and managing inventory (receipt, calculation documents) Sale with fiscalisation support Receipt cancellation – return to vendors Book list Record of the price change Integration with other modules (wholesale, general ledger, accounting) Support for stocktaking Daily turnover report
Material management - MANDATORY Input and maintenance of master data:
o Material classificationo Material nomenclature
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o Warehouse datao Barcode stamps designo Declaration designo Organization of the institution
Locations Positions
o Cost centerso Business partnerso Accountso CPV vocabulary
Inventory documents processingo Initial inventory datao Inventory data for multiple warehouses
Record goods receipts and goods issues, and track stock transfers between warehouses - incoming and outgoing documents processing
o Goods receipto Internal goods receipto Transfer postingo Transfer ordero Purchase ordero Supplier ordero Goods issueso Sales ordero Loan / returno Request for reservationo Return to vendoro Return from cost centero Proposal for write-off
Settlement documents processingo UREo Calculationo Write-off
Keeping track of product inventory, quantity at each warehouse, movement history, and stocking status
Analysis of inventory management using the FIFO method Barcode support Reports
o Comprehensive item listo Initial quantitieso Inventory tracking by warehouse, item, vendor, or any custom-defined property
Fixed assets accounting - MANDATORY Input and maintenance of master data:
o locations– physical information for assets
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o nomenclature of fixed assets and small value assets (categories)o depreciation groups nomenclatureo sources of fixed assets
View and input transactions (addition, retirement, sale, borrow, gift, depreciation, transfer between locations…)
Barcode number support Fixed assets (and small value assets) listing by locations, by cost centers/organizational units, by
groups, by sources, by depreciation groups (categories), by type of assets (tangible assets, intangible assets, small value assets), by transactions
Fixed assets and small value assets by status (active, retired, removed) Fixed Assets and small value assets register report Depreciation of fixed assets and small value assets Preparation and calculation of depreciation Summary report by depreciation reserve account, depreciation expense account,
accounts/locations Cancellation of depreciation, final deprecation calculation Physical Inventory - prepare, reconcile and closure Physical Inventory listing of fixed assets and small value assets according locations Report - Fixed Assets and small value assets status by period Reports – fixed assets by cost centers/organizational units, locations, group- sources, employees Reports: Fixed assets by account, fixed assets by depreciation groups (categories) Fixed assets book report Capital assets book report
Cash management - MANDATORY Input and maintenance of master data Cash management rules management (activate / deactivate cashier, payment funds, definition of
the printing rules for bank transfers) Automatic confirmation of the cash payment/cash withdrawal Generation of the cash journals for specific period Automatic accounting and posting from the cash module to the general ledger Automatic connection/link between approved travel orders - advanced payments Reconciliation of the advance payment and travel orders Input, edit, delete and confirmation of the travel orders Calculation/Confirmation/Lock and Automatic Accounting of the travel order
Procurement - MANDATORY Master data input and maintenance (CPV vocabulary, person in charge of procurement,
procurement methods, procurement status, reasons for cancellation, payment methods, etc.) Input and maintenance of the procurement plan - links of the procurement plan with the
financial plan Procurement process management
o input, preparation, tendering, contracting and realization of the procuremento Receiving, processing, deletion and cancellation of bidso Input, edit and deletion of contracts
Storing documents (by type of document) in DMS system in accordance with
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o Regulation on Office managemento Law on Public Procuremento Fiscal Responsibility Law
Funds reservation according to procurement/contracts Input, edit and deletion of order forms (possibility of applying limits according to available funds) Create order forms based on concluded contracts (successive procurement) and small purchases Linking contracts with budget plan items Monitoring the execution of the contract via the invoices and financial plan items Reports / procurement analysis
o Overview of the procurement plan, claims, contracts, orders, reservations and realized procurements (by organizational units)
o Overview of each stage in the procurement lifecycleo Review of all stored documents by:
Type of document Period Account Contract end dates Partners
Human resources and payroll - MANDATORY Master data input and maintenance (organization chart, employee directory, position
classification, labor relations, rules to regulate labor relations and payroll) Storage of documents in DMS system (enabled full text search) Automatic generation of documents that facilitate human resources management activities
(support for templates) System notifications regarding
o Ending of the fixed-term contracto Ending of the probationary periodo Changes of work capability (retirement)
Education and training management (records of completed courses and received certificates/diplomas)
Maintain details of family members (health insurance) Attendance management Time off management
o Automatic calculation of annual leaveo Planning and scheduling the use of employees' annual leave
Annual performance support Payment policies management Payroll processing
o Automatically generate common settings for all employees (regular work, public holidays)
o Automatic calculation of transport refund according to the zones and attendanceo Accurately and easily collect and process time information (including regular time,
overtime, illness, vacation, bonuses and labor allocations) with timesheet entry templates and/or interfaces with external time collection systems
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o Accurately perform gross-to-net calculations that include earnings, deductions and tax withholdings
o Support for standard state and local tax tables Multiple jobs and pay for each employee (e.g. Service contract, fees for the members of the
committee, etc.) Unlimited number of deductions for each employee
o Define deductions from pay for each employee (such as insurance premiums, union dues, loan repayments, etc.)
o Management of loans in domestic or foreign currency Payment of non-taxable benefits Multiple bank account capability Generate bank format for easy submission to the bank Automatically generate
o pay slips and salary listso JOPPD formo Salary Recapitulationo Other statutory / legal reports
Summary of each gross-to-net pay record Easy integrations (integration for third party solutions, e.g. Payroll, travel management, cash
register) Reports and analytics
o Analysis of free and filled positionso Employee resumeso Time off analysis (annual leave, sick leave, etc.)o Payroll summary reportso Refunds for sick leave reporto Organize reports by
Year, month Department, location, position Contract type gender, age, years of service etc
o Reports in MS Office (Excel and Word) and PDF formats
Office management - MANDATORY Registry book Registry of administrative cases Print case file covers Archiving and restoring from archive Support for electronic delivery book Support for paperless document management (scanning of paper documents) Support for case workflow management Access rights management
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NON-FUNCTIONAL SPECIFICATION
Availability /Reliability/Right ManagementThe proposed solution shall allow an unlimited number of users with password. A user profile shall determine appearance and function of the FMIS system user interface (menus, toolbars, shortcuts, program window etc.) and define right of access to individual modules or sections within the module. It shall be possible to manage the user authentication and administration via LDAP to an Active Directory provided by the user. The planning module (web application) should be available to all stakeholders at the same time (parks and MEE). The data entered at any level must be consistent at all levels.The system must support logging mechanisms to track user activities.
CompatibilityThe proposed system should be installed on all locations shown in Table 2 and should be able to accommodate multiple users simultaneously operating and accessing software application from any location.The software must function on infrastructure that can be supported by the users (parks). The platforms and client network infrastructure currently supported are shown in Table 2.
Table 2 Infrastructure specificationnumber of
workstationsoperating
system processor type memory Internet speed
NP BRIJUNI 13
WIN 7 (6), WIN8.1 (2), WIN10 (1), WIN XP (3)
Intel Pentium (10), Intel core i3 (2), Intel Celeron (1)
1 GB (1), 2 GB (8), 4 GB
(4)60/10 Mb/s
NP KORNATI 2 WIN 7 (1), WIN 10 (1) Intel Pentium i5 (2) 4 GB (1) 8 GB
(1) 60/10 Mb/s
NP KRKA 13 WIN 7 (11), WIN XP (2)
Intel i5 (9), Intel i3 (2), Intel Core 2 (2)
4 GB (11), 1 GB (2) 100/100 Mb/s
NP MLJET 2 WIN 8 (1), WIN 10 (1)
Intel i3 (1), Intel core i3 (1)
4 GB (1), 8 GB (1) 2/0,5 Mb/s
NP PAKLENICA 1 WIN 8.1 Intel core i5 8 GB 10/0,5 Mbs
NP PLITVIČKA JEZERA 30
WIN 7 -(26), WIN 8 (3),
WIN 8.1. (1)
Intel Core i3 (25), Intel Core i7 (3),
E5400 (2)
2 GB (17), 4 GB (10), 16
GB (3)50/50 Mb/s
NP RISNJAK 4 WIN 8.1 (4) Intel Core i3 (4) 4 GB (4) 4/0,5 Mb/s
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number of workstations
operating system processor type memory Internet
speed
NP SJEVERNI VELEBIT 1 WIN 7 Intel Core i3 4 GB 5/0,5 Mb/s
PP BIOKOVO 2 WIN 7 Intel procesor 2 GB 4/0,5 Mb/s
PP KOPAČKI RIT 2 WIN 10 (2) Intel Core i7 (2) 8 GB (2) 14/1 Mb/s
PP LASTOVSKO
OTOČJE1 WIN 10 (2)
Pentium r dual core CPU e5800 (1), Pentium (R) dual core CPU
e5500 (1)
4 GB (1), 2 GB (1) 100/100 Mb/s
PP LONJSKO POLJE 1 WIN 7 Intel Core i5 4 GB 7/0,8 Mb/s
PP MEDVEDNICA 2 WIN 7 (2) Intel Core 3,2 GHz
(2) 4 GB (2) 10 Mb/s/ 756 kb
PP PAPUK 1 WIN 7 Intel Core i3 4 GB 7/1.2 Mb/s
PP TELAŠĆICA 5 WIN 7 (1), WIN10 (4)
Intel Pentium (2), Intel Core (2), Intel
Celeron (1)
2 GB (2), 4 GB (3) 20/1 Mb/s
PP UČKA 1 WIN 10 Pro Intel Core i3 4 GB 7/1 Mb/s
PP VELEBIT 2 WIN 10 (1), WIN 7 (1)
Intel Pentium (1), Intel Core (1) 4 GB (2) 10/0,6 Mb/s
PP VRANSKO JEZERO 1 WIN 7 Intel Core i5 4 GB 60/10 Mb/s
PP ŽUMBERAK -
SAMOBORSKO GORJE
1 WIN 7 PRO AMD A4-5000 4 GB 4/0,5 Mb/s
Proposer should describe how they will meet the compatibility requirements.
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Roll-outThe modules of the proposed solution will be rolled out in a phased manner at all user locations according to Table 3. All modules must be integrated as specified in next section “Integration”.
Table 3 Required modules
LOCATION / MODULE
Accounting and financial management
RetailBudget accoun
ting
Cash manageme
nt
Asset manage
ment
Material manage
ment
Procurement
HR and payroll
Office management
Budget planning
and execution
(Web module)
NP Brijuni YESNO (other system -
integration)YES
NO (other system -
integration)
NO (other system -
integration)
NO YES
NO (other system -
integration)
NO (other system -
integration)YES
NP Kornati YES YES YES YES YES YES YES YES YES YES
NP Krka YES YES YES YES YES YES YES YES YES YES
NP Mljet YES YES YES YES YES YES YES YES YES YES
NP Paklenica YES YES YES YES YES YES YES YES YES YES
NP Plitvička jezera YES
NO (other system -
integration)YES
NO (other system -
integration)YES NO YES
NO (other system -
integration)
NO (other system -
integration)YES
NP Risnjak YESNO (other system -
integration)YES
NO (other system -
integration)YES YES YES NO NO YES
NP Sjeverni Velebit YES YES YES YES YES YES YES YES YES YES
PP Biokovo YES YES YES YES YES YES YES YES YES YES
PP Kopački rit YES YES YES YES YES YES YES YES YES YES
PP Lastovsko
otočjeYES NO YES YES YES YES YES YES NO YES
PP Lonjsko polje YES YES YES YES YES YES YES YES YES YES
PP Medvednica YES NO YES YES YES YES YES YES NO YES
PP Papuk YES YES YES YES YES YES YES YES YES YES
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LOCATION / MODULE
Accounting and financial management
RetailBudget accoun
ting
Cash manageme
nt
Asset manage
ment
Material manage
ment
Procurement
HR and payroll
Office management
Budget planning
and execution
(Web module)
PP Učka YES NO YES YES YES YES YES NO YES YES
PP Velebit YES YES YES YES YES YES YES YES YES YES
PP Vransko jezero YES YES YES YES YES YES YES YES YES YES
PP Telašćica YES YES YES YES YES YES YES YES YES YES
PP Žumberak-
Samoborsko gorje
YES NO YES YES YES YES YES YES NO YES
The roll out of each location consists of:- Module implementation- Module integration (if needed)
The roll out will be complete when roll out is completed for all locations and sign off is given by all respective locations.The sign off for production phase will be the basis of warranty period.Proposer must propose a roll-out plan.
IntegrationThe proposed solution should easily be integrated with other systems.
The Proposer must integrate solution with the following systems:- FMIS Gateway system of the MF- Electronic ticketing system- Other systems in use on user’s locations
FMIS Gateway system - MFThe proposed solution should ensure integration module needed to support communication with FMIS Gateway system of the MF. Technical specification will be given to the Proposer at their request.
Electronic ticketing systemThe proposed solution must enable integration with electronic ticket system that allows the exchange of information on tickets sold and issued invoices to the accounting system.
At least, following functionalities need to be enabled via integration module (web services):- Mater data exchange
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o Business partnerso Serviceso Price of serviceso Types of paymento VAT tariff numberso Discounts
- Invoice for services exchangeo Customer data (business partner)o Document date, delivery date, due dateo Information on service’s group revenue
- Invoice items exchangeo Cash turnover exchangeo Customer data (business partner)o Document date, delivery date, due date
- Classification by:o Operatoro Point of sale (store)o Types of incomeo Date
Complete technical specification will be given to the Proposer at their request.The Proposer must implement integration on all user locations.
Systems in production on user locationsOn some user locations proposed system needs to be integrated with other systems in production according to Table 4.
Table 4 Required integration with other systems
LOCATION Integration with other systems
NP BrijuniHoReCa, retail, cash management, office
management
NP Krka HoReCa, electronic ticketing system
NP Plitvička jezera
HoReCa, retail, cash management, office
management, parking services, sport recreation
centre, HR and payroll, office management
NP Mljet electronic ticketing system
NP Kornati electronic ticketing system
NP Paklenica electronic ticketing system
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PP Telašćica electronic ticketing system
PP Biokovo electronic ticketing system
NP Risnjakretail, cash management, HR
and payroll, office management
PP Učka HR and payroll
The Proposer must include development and implementation of requested integrations in the roll-out plan. Requirements for integration with HoReCa and Office management system are given in more detail below.The Proposer must describe how the integrations will be supported.
HoReCa systemOn some user locations there are systems in production that cover business needs of HoReCa services: hotels and other accommodation capacities, restaurants and cafés. At the moment such solutions are integrated to accounting and financial management system on mentioned locations (table 4).
At least, following functionalities need to be enabled via integration module (web services):- Mater data exchange
o Business partnerso Serviceso Price of serviceso Types of paymento VAT tariff numberso Discounts
- Cash turnover exchangeo Customer data (business partner)o Document date, delivery date, due dateo Cash turnover classification by
Operator Point of sale (store) Types of income Date
o Warehouse discharge exchange- Payment exchange by
o Payment accountso Documentso Dates
Complete technical specification will be given to the Proposer at their request.The Proposer must enable integration with those systems at all locations that have HoReCa services (table 4). If necessary, the integration will be established on other locations that have HoReCa services.
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Office aministration systemThe proposed system needs to enable integration with third-party solution for Office administration.
At least, following functionalities need to be enabled via integration module (web services):- Office management catalogue exchange
o Partieso Types of documento Clerkso Case statuso Document statuso Classification level
- Office management data exchangeo Caseso Documentso Fileso Document recipient
The Proposer must implement integration with third-party Office administration system on user locations according to Table 4.
Change managementThe proposed solution should be flexible enough to accommodate further changes (e.g. changes in data fields/tables, changes in business processes, changes in policies and procedures, additional integrations, etc.) in future.The Proposer must explain how the proposed solution meets this requirement.
P R O J E C T P L A N
Proposer must prepare a Project plan.Chapters in the Project plan shall address following topics:
• Project Organization and Management Plan,• Delivery milestones, migration and Implementation Plan (roll-out plan), • Training Plan,• Pre-commissioning and Operational Acceptance Testing Plan,• Task/Time/Resource Schedules (for each task Proposer must define planned duration and resources),• Technical Support and Maintenance Plan,• Quality Assurance Plan.
D ATA M I G R AT I O N A N D I N I T I A L I N P U T
The Proposer must create migration plans and detailed implementation plans to support migration from the existing solutions to the proposed solution.Data migration from the existing solutions will be carried out for all users. Data migration and
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preparation must be done in a way that ensures that all financial reports from the previous years will be available to the user in accordance with record-keeping obligations (legally required).The Proposer must ensure that all initial production data are loaded onto the production environment before January 1st 2018.
D ATA B A C K U P A N D D ATA A R C H I VA L
The Proposer shall design and implement adequate data backup, data archival and restoration procedures for proposed solution (including the database, data and all other data elements created in and generated by the system and users). The Proposer will ensure that Data backup is maintained till the last transaction occurring in the system, archive the data and free the database server and improve database functionality.The Proposer must include back-up management plan as part of the proposal.
E D U C AT I O N
Training of staff includes hands-on and classroom training for the purpose of efficiently operating, managing and maintaining the established system, including the preparation of adequate manuals. Education should include train-the-trainers program and training of all business users.
The following points should be taken into consideration when formulating a Training Program:• Proposer is responsible for organization of the training location (regional principle – 4 locations
in Croatia)• Proposer is responsible for equipment necessary for trainings• The trainers provided must have a good working knowledge of the system• The training should be performed in Croatian language by fluent trainers
WA R R A N T Y
The Proposer is expected to provide a Warranty. The Warranty period shall begin from the delivery and acceptance date of the fully functional solution and extend for 12 (twelve) months. During that period the Proposer is obliged to do the bug fixing and fine tuning of the system.
M A I N T E N A N C E A N D S U P P O R T
The Proposer shall provide the software maintenance and support services as described below to ensure that proposed software supports the users of its business functions. The Maintenance period for each location shall begin from the delivery and acceptance date of the solution.
a. Corrective Maintenance: To resolve the corrective, incidental issues and errors identified for proposed software, both reported by the end users and noticed by the Proposer.
b. Preventive Maintenance: To plan and implement the action to avoid future problems based upon past incidents, anticipation and feedback and continuous improvement. This includes identification performance related issues, functional issues etc. which might impact the overall
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system stabilization and such issues shall be addressed in time to ensure that service delivery through proposed software is not affected.
c. Adaptive & Perfective Maintenance: Adoptions to be made to the application as a result of external factors, such as changes in rules, law & regulations which will affect the changes to the software functionality
d. Help Desk: The Proposer shall maintain the Help Desk for any problem resolution. The Help Desk shall be available on phone and e-mail on a 10x5 basis. The support should address all the issues pertaining operation support and maintenance, which may arise at any user location. In case the end user problems are not resolved within a reasonable time, the Proposer shall depute its personnel to the location and provide necessary on-site support and rectify the system. The scope of work under helpdesk & support includes following:
a. Addressing the RFCs (Request for change) based on the priority through Corrective Preventive, Adaptive and Perfective maintenance; Response Priorities will be assigned to each work order according to Priority table.
b. Receipt, acknowledgement, distribution, plan closer of issue / RFC registered by userc. Helpdesk support shall be provided on from 8 AM to 18PM for 5 Days per week
Table 5 Priority table
PRIORITY Description Response time
Resolution time
Priority level 1 - CriticalBusiness service is stopped or so severely impacted that the customer cannot reasonably continue work.
30 minutes 2 hours
Priority level 2 - Urgent
Business service is functioning with limited capabilities or is unstable with periodic interruptions. The software may be operating but is severely restricted.
1 hour 8 hours
Priority level 3 - Normal
Business service is unavailable but a workaround exists and the majority of functions are still useable. Minor function/feature failure that the user can easily circumvent or avoid. Customer's work has minor loss of operational functionality.
4-8 hours within 2 days
Priority level 4 - Low
Minor problem or question that does not affect the software function such as How To's, documentation, general questions, or enhancement requests. There is no impact to service usage or user’s operations.
2 days 1 week
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C H A N G E R E Q U E S T S
The Proposer shall develop and implement additional functionalities or system changes. This covers the following activities:
- Analysis of the necessary adjustments for further integration with other systems- Design and development of integration with other systems- Analysis, design and development of additional functionalities- Analysis, design and development of additional reports
F U R T H E R M A I N T E N A N C E S E R V I C E S
The Proposer should propose the specification of all maintenance activities on a monthly basis for the period after the completion of this project. The maintenance activities must among other goals ensure continued conformance to legislative requirements in Croatia that are pertinent to the proposed system. The Proposer is requested to estimate maintenance fee.
H O S T I N G S E R V I C E S
The Proposer must include in proposal secure hosting for total solution for the period of twelve months. The Proposer must describe services included in hosting and is required to submit, as part of the proposal, detailed specifications of any infrastructure requirements (e.g. hardware requirements, system software, licenses etc.) that are needed to ensure functionality of the hosted solution. The Proposer is also required to submit system architecture document.
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Section 4: Proposal Submission Form6
[insert: Location][insert: Date
To: [insert: Name and Address of UNDP focal point]
Dear Sir/Madam:
We, the undersigned, hereby offer to provide professional services for [insert: title of services] in accordance with your Request for Proposal dated [insert: Date] and our Proposal. We are hereby submitting our Proposal, which includes the Technical Proposal and Financial Proposal sealed under a separate envelope.
We hereby declare that:
a) All the information and statements made in this Proposal are true and we accept that any misrepresentation contained in it may lead to our disqualification;
b) We are currently not on the removed or suspended vendor list of the UN or other such lists of other UN agencies, nor are we associated with, any company or individual appearing on the 1267/1989 list of the UN Security Council;
c) We have no outstanding bankruptcy or pending litigation or any legal action that could impair our operation as a going concern; and
d) We do not employ, nor anticipate employing, any person who is or was recently employed by the UN or UNDP.
We confirm that we have read, understood and hereby accept the Terms of Reference describing the duties and responsibilities required of us in this RFP, and the General Terms and Conditions of UNDP’s Contract for Professional Services.
We agree to abide by this Proposal for [insert: period of validity as indicated in Data Sheet].
We undertake, if our Proposal is accepted, to initiate the services not later than the date indicated in the Data Sheet.
6 No deletion or modification may be made in this form. Any such deletion or modification may lead to the rejection of the Proposal.
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We fully understand and recognize that UNDP is not bound to accept this proposal, that we shall bear all costs associated with its preparation and submission, and that UNDP will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the evaluation.
We remain,
Yours sincerely,
Authorized Signature [In full and initials]: Name and Title of Signatory: Name of Firm:
Contact Details :
[please mark this letter with your corporate seal, if available]
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Section 5: Documents Establishing the Eligibility and Qualifications of the Proposer
Proposer Information Form7
Date: [insert date (as day, month and year] of Proposal Submission]RFP No.: [insert number]
Page ________of ________ pages
1. Proposer’s Legal Name [insert Proposer’s legal name]
2. In case of Joint Venture (JV), legal name of each party: [insert legal name of each party in JV]
3. Actual or intended Country/ies of Registration/Operation: [insert actual or intended Country of Registration]
4. Year of Registration: [insert Proposer’s year of registration]
5. Countries of Operation 6. No. of staff in each Country 7.Years of Operation in each Country
8. Legal Address/es in Country/ies of Registration/Operation: [insert Proposer’s legal address in country of registration]
9. Value and Description of Top three (3) Biggest Contract for the past five (5) years
10. Latest Credit Rating (if any)
11. Brief description of litigation history (disputes, arbitration, claims, etc.), indicating current status and outcomes, if already resolved.
12. Proposer’s Authorized Representative Information
Name: [insert Authorized Representative’s name] Address: [insert Authorized Representative’s name] Telephone/Fax numbers: [insert Authorized Representative’s name] Email Address: [insert Authorized Representative’s name]13. Are you in the UNPD List 1267.1989 or UN Ineligibility List ? ☐ YES or ☐ NO
7 The Proposer shall fill in this Form in accordance with the instructions. Apart from providing additional information, no alterations to its format shall be permitted and no substitutions shall be accepted.
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14. Attached are copies of original documents of:
☐ All eligibility document requirements listed in the Data Sheet☐ If Joint Venture/Consortium – copy of the Memorandum of Understanding/Agreement or Letter of Intent to form a JV/Consortium, or Registration of JV/Consortium, if registered☐ If case of Government corporation or Government-owned/controlled entity, documents establishing legal and financial autonomy and compliance with commercial law.
Joint Venture Partner Information Form (if Registered)8
8 The Proposer shall fill in this Form in accordance with the instructions. Apart from providing additional information, no alterations to its format shall be permitted and no substitutions shall be accepted.
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Date: [insert date (as day, month and year) of Proposal Submission]RFP No.: [insert number]
Page ________ of_ ______ pages
1. Proposer’s Legal Name: [insert Proposer’s legal name]
2. JV’s Party legal name: [insert JV’s Party legal name]
3. JV’s Party Country of Registration: [insert JV’s Party country of registration]
4. Year of Registration: [insert Party’s year of registration]
5. Countries of Operation 6. No. of staff in each Country 7.Years of Operation in each Country
8. Legal Address/es in Country/ies of Registration/Operation: [insert Party’s legal address in country of registration]
9. Value and Description of Top three (3) Biggest Contract for the past five (5) years
10. Latest Credit Rating (if any)
1. Brief description of litigation history (disputes, arbitration, claims, etc.), indicating current status and outcomes, if already resolved.
13. JV’s Party Authorized Representative Information
Name: [insert name of JV’s Party authorized representative]Address: [insert address of JV’s Party authorized representative]Telephone/Fax numbers: [insert telephone/fax numbers of JV’s Party authorized representative]Email Address: [insert email address of JV’s Party authorized representative]14. Attached are copies of original documents of: [check the box(es) of the attached original documents]
☐ All eligibility document requirements listed in the Data Sheet☐ Articles of Incorporation or Registration of firm named in 2.☐ In case of government owned entity, documents establishing legal and financial autonomy and compliance
with commercial law.
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Section 6: Technical Proposal Form
TECHNICAL PROPOSAL FORMAT
INSERT TITLE OF THE SERVICES
Note: Technical Proposals not submitted in this format may be rejected. The financial proposal should be included in separate envelope.
Name of Proposing Organization / Firm:Country of Registration: Name of Contact Person for this Proposal:Address:Phone / Fax:Email:
SECTION 1: EXPERTISE OF FIRM/ ORGANISATIONThis section should fully explain the Proposer’s resources in terms of personnel and facilities necessary for the performance of this requirement. All contents of this section may be modified or expanded depending on the evaluation criteria stated in the RFP.
1.1 Brief Description of Proposer as an Entity: Provide a brief description of the organization / firm submitting the proposal, its legal mandates/authorized business activities, the year and country of incorporation, types of activities undertaken, and approximate annual budget, etc. Include reference to reputation, or any history of litigation and arbitration in which the organisation / firm has been involved that could adversely affect or impact the performance of services, indicating the status/result of such litigation/arbitration.
1.2. Financial Capacity: Financial Statement to indicate Its liquidity – Supporting documentation confirmation that company or trade’s bank account has not been blocked longer that 3 days in the last six months (BON 2) and proof that the Proposing company had minimal annual turnover of USD 500,000.00 USD. in last three years;
1.3. Track Record and Experiences: Provide the following information regarding corporate experience within the last five years which are related or relevant to those required for this Contract.
Name of project
Client Contract Value
Period of activity
Types of activities
undertaken
Status or Date Completed
References Contact Details (Name, Phone,
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Email)
SECTION 2 - APPROACH AND IMPLEMENTATION PLANThis section should demonstrate the Proposer’s responsiveness to the TOR by identifying the specific components proposed, addressing the requirements, as specified, point by point; providing a detailed description of the essential performance characteristics proposed; and demonstrating how the proposed methodology meets or exceeds the requirements.
2.1. Approach to the Service/Work Required: Please provide a detailed description of the methodology for how the organisation/firm will achieve the Terms of Reference of the project, keeping in mind the appropriateness to local conditions and project environment.
2.2. Technical Quality Assurance Review Mechanisms: The methodology shall also include details of the Proposer’s internal technical and quality assurance review mechanisms.
2.3 Implementation Timelines: The Proposer shall submit a Gantt Chart or Project Schedule indicating the detailed sequence of activities that will be undertaken and their corresponding timing.
2.4. Subcontracting: Explain whether any work would be subcontracted, to whom, how much percentage of the work, the rationale for such, and the roles of the proposed sub-contractors. Special attention should be given to providing a clear picture of the role of each entity and how everyone will function as a team.
2.5. Risks / Mitigation Measures: Please describe the potential risks for the implementation of this project that may impact achievement and timely completion of expected results as well as their quality. Describe measures that will be put in place to mitigate these risks.
2.6. Reporting and Monitoring: Please provide a brief description of the mechanisms proposed for this project for reporting to the UNDP and partners, including a reporting schedule.
2.7. Anti-Corruption Strategy: Define the anti-corruption strategy that will be applied in this project to prevent the misuse of funds. Describe the financial controls that will be put in place.
2.8. Partnerships: Explain any partnerships with local, international or other organizations that are planned for the implementation of the project. Special attention should be given to providing a clear picture of the role of each entity and how everyone will function as a team. Letters of commitment from partners and an indication of whether some or all have successfully worked together on other previous projects is encouraged.
2.9. Statement of Full Disclosure: This is intended to disclose any potential conflict in accordance with the definition of “conflict” under Section 4 of this document, if any.
2.10. Other: Any other comments or information regarding the project approach and methodology that will be adopted.
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SECTION 3: PERSONNEL
3.1 Management Structure: Describe the overall management approach toward planning and implementing this activity. Include an organization chart for the management of the project describing the relationship of key positions and designations.
3.2 Staff Time Allocation: Provide a spreadsheet will be included to show the activities of each staff member and the time allocated for his/her involvement. (Note:This spreadsheet is crucial and no substitution of personnel will be tolerated once the contract has been awarded except in extreme circumstances and with the written approval of the UNDP. If substitution is unavoidable it will be with a person who, in the opinion of the UNDP project manager, is at least as experienced as the person being replaced, and subject to the approval of UNDP. No increase in costs will be considered as a result of any substitution.)
3.3 Qualifications of Key Personnel. Provide the CVs for key personnel that will be provided to support the implementation of this project. CVs should demonstrate qualifications in areas relevant to the Scope of Services. Please use the format below:
Name:Position for this Contract:Nationality: Contact information:Countries of Work Experience:Language Skills:Educational and other Qualifications:Summary of Experience: Highlight experience in the region and on similar projects. Relevant Experience (From most recent):Period: From – To Name of activity/ Project/ funding
organisation, if applicable:Job Title and Activities undertaken/Description of actual role performed:
e.g. June 2004-January 2005Etc.Etc. References no.1 (minimum of 3):
NameDesignationOrganizationContact Information – Address; Phone; Email; etc.
Reference no.2 NameDesignationOrganizationContact Information – Address; Phone; Email; etc.
Reference no.3 NameDesignationOrganizationContact Information – Address; Phone; Email; etc.
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Declaration:
I confirm my intention to serve in the stated position and present availability to serve for the term of the proposed contract. I also understand that any willful misstatement described above may lead to my disqualification, before or during my engagement.
_________________________________________________ __________________________Signature of the Nominated Team Leader/Member Date Signed
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Section 7: Financial Proposal Form9
The Proposer is required to prepare the Financial Proposal in an envelope separate from the rest of the RFP as indicated in the Instruction to Proposers.
The Financial Proposal must provide a detailed cost breakdown. Provide separate figures for each functional grouping or category.
Any estimates for cost-reimbursable items, such as travel and out-of-pocket expenses, should be listed separately.
In case of an equipment component to the service provider, the Price Schedule should include figures for both purchase and lease/rent options. UNDP reserves the option to either lease/rent or purchase outright the equipment through the Contractor.
The format shown on the following pages is suggested for use as a guide in preparing the Financial Proposal. The format includes specific expenditures, which may or may not be required or applicable but are indicated to serve as examples.
Cost breakdown summary:
S.No.
Description Unit of measure Quantity Total price per item
1 Implementation and rollout Service 12 Data migration and
preparationService 1
3 Data backup and archiving Service 14 Maintenance and support Service 15 Education Service 16 Warranty Service 17 Change requests man/day 308 Hosting services month 12TOTAL:
9 No deletion or modification may be made in this form. Any such deletion or modification may lead to the rejection of the Proposal.
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Cost Breakdown by Cost Component:
The Proposers are requested to provide the cost breakdown for the above given prices for each deliverable based on the following format. UNDP shall use the cost breakdown for the price reasonability assessment purposes as well as the calculation of price in the event that both parties have agreed to add new deliverables to the scope of Services.
Description of Activity Remuneration per Unit of Time (e.g., day, month, etc.)
Total Period of Engagement
No. of Personnel Total Rate for the Period
I. Personnel Services 1. Services from Home Office a. Expertise 1 b. Expertise 2 2. Services from Field Offices a. Expertise 1 b. Expertise 2 3. Services from Overseas a. Expertise 1 b. Expertise 2II. Out of Pocket Expenses 1. Travel Costs 2. Daily Allowance 3. Communications 4. Reproduction 5. Equipment Lease 6. OthersIII. Other Related Costs
Prices should be VAT inclusive but indicated separately
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Section 8: FORM FOR PROPOSAL SECURITY
(This must be finalized using the official letterhead of the Issuing Bank. Except for indicated fields, no changes may be made on this template)
To: UNDP[Insert contact information as provided in Data Sheet]
WHEREAS [name and address of Contractor] (hereinafter called “the Proposer”) has submitted a Proposal to UNDP dated Click here to enter a date., to execute Services …………….. (hereinafter called “the Proposal”):
AND WHEREAS it has been stipulated by you that the Proposer shall furnish you with a Bank Guarantee by a recognized bank for the sum specified therein as security in the event that the Proposer:
a) Fails to sign the Contract after UNDP has awarded it; b) Withdraws its Proposal after the date of the opening of the Proposals;c) Fails to comply with UNDP’s variation of requirement, as per RFP instructions; ord) Fails to furnish Performance Security, insurances, or other documents that UNDP may
require as a condition to rendering the contract effective.
AND WHEREAS we have agreed to give the Proposer such this Bank Guarantee:
NOW THEREFORE we hereby affirm that we are the Guarantor and responsible to you, on behalf of the Proposer, up to a total of [amount of guarantee] [in words and numbers], such sum being payable in the types and proportions of currencies in which the Price Proposal is payable, and we undertake to pay you, upon your first written demand and without cavil or argument, any sum or sums within the limits of [amount of guarantee as aforesaid] without your needing to prove or to show grounds or reasons for your demand for the sum specified therein.
This guarantee shall be valid up to 30 days after the final date of validity of bids.
SIGNATURE AND SEAL OF THE GUARANTOR BANK
Date .......................................................................................................................
Name of Bank .........................................................................................................
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Address .................................................................................................................Section 9: FORM FOR PERFORMANCE SECURITY10
(This must be finalized using the official letterhead of the Issuing Bank. Except for indicated fields, no changes may be made on this template)
To: UNDP[Insert contact information as provided in Data Sheet]
WHEREAS [name and address of Contractor] (hereinafter called “the Contractor”) has undertaken, in pursuance of Contract No. Click here to enter text.dated Click here to enter a date. , to execute Services …………….. (hereinafter called “the Contract”):
AND WHEREAS it has been stipulated by you in the said Contract that the Contractor shall furnish you with a Bank Guarantee by a recognized bank for the sum specified therein as security for compliance with his obligations in accordance with the Contract:
AND WHEREAS we have agreed to give the Contractor such a Bank Guarantee:
NOW THEREFORE we hereby affirm that we are the Guarantor and responsible to you, on behalf of the Contractor, up to a total of [amount of guarantee] [in words and numbers], such sum being payable in the types and proportions of currencies in which the Contract Price is payable, and we undertake to pay you, upon your first written demand and without cavil or argument, any sum or sums within the limits of [amount of guarantee as aforesaid] without your needing to prove or to show grounds or reasons for your demand for the sum specified therein.
This guarantee shall be valid until a date 30 days from the date of issue by UNDP of a certificate of satisfactory performance and full completion of services by the Contractor.
SIGNATURE AND SEAL OF THE GUARANTOR BANK
Date .......................................................................................................................
Name of Bank .........................................................................................................
10 If the RFP requires the submission of a Performance Security, which shall be made a condition to the signing and effectivity of the contract, the Performance Security that the Proposer’s Bank will issue shall use the contents of this template
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Address .................................................................................................................
Section 10: SOFTWARE LICENSE AND SERVICES AGREEMENT
UNDP MODELSOFTWARE LICENSE AND SERVICES AGREEMENT
This Software License and Services Agreement is made as of _________ ("Effective Date") by and between the United Nations Development Programme, a subsidiary organ of the United Nations, an international intergovernmental organization established by treaty, having its headquarters at 304 East 45th Street, New York, NY 10017 (“UNDP”)11 and ______, a corporation organized under the laws of ______ and having its principal place of business at ______, (“Licensor”). UNDP and Licensor are hereinafter collectively referred to as the “Parties”.
Part iMaster Terms and Conditions
W H E R E A S , the UNDP desires to obtain a reliable software system for the purposes of ______;
W H E R E A S , Licensor agrees to furnish to the UNDP and the UNDP agrees to accept, on the terms and conditions set forth in this Agreement, a non-exclusive, non-transferable, royalty-free, perpetual license to use the ______ Software System(s) (“Software”) configured by the Licensor, as appropriate, to meet the UNDP requirements12; and
Whereas, Licensor represents that it possesses the requisite knowledge, skill, personnel, resources and experience and that it is fully qualified, ready, willing and able provide the Software, and such support, maintenance services and warranty services on the terms and conditions of this Software License and Services Agreement.
Now, Therefore, the Parties hereto agree as follows:
11 If the Software License and Services Agreement is also intended to extend to other UN bodies affiliated with UNDP, such as UNFPA, UNOPS, the following can be added: “For the purposes of this Agreement, the following UNDP affiliated bodies benefit from this Agreement ______.”12 In special cases, upon OIST advice, the following can be added: “and operating on ______ platform or on any other platform which support ______.”
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1 . D E F I N I T I O N S(A) “Software” means all or any portion of the binary computer software programs and
related source code (except as otherwise provided in a Schedule), listed on Schedule 1 and subsequent schedules licensed by UNDP, which is delivered by Licensor to UNDP. Software also includes any updates, modifications and enhancements to, or derivative works of the foregoing.
(B) “Documentation” means all technical publications relating to the Software, such as reference, user, installation, systems administrator and technical guides, all training materials, and all information delivered by Licensor to UNDP, reflected in Schedule 1 or subsequent schedules;
(C) “Services” means Support Services, Installation Services and training provided by Licensor to or for the benefit of UNDP pursuant to this Agreement and listed in Annex C;
(D) “Site” shall mean a computer system or systems comprised of one or more CPUs that are located at the same physical address;
(E) “Territory” means worldwide for purposes of this Agreement;13
(F) “UN Convention” shall mean the Convention on the Privileges and Immunities of the United Nations, adopted by the General Assembly of the United Nations in 1946;
(G) “Updates” shall mean those subsequent releases and upgrades of current releases of the Software and Documentation which are generally made available to licensors of the Software which are similarly situated to UNDP, as part of Support Services at no additional charge, other than the fees for Support Services, media and handling charges. Updates are delivered only if and when available.
2 . CO N T R AC T T E R M SThis Software License and Services Agreement, together with the exhibits described below and which are or which shall be attached hereto, incorporated herein and made a part hereof (“Contract Documents”) constitute the entire contract between the Parties (“Agreement”). The documents comprising this Agreement are complementary of one another but in the case of any ambiguity, discrepancy, or inconsistency between or among the Contract Documents, the following order of precedence shall apply:
13 Depending on the case, territory may be defined differently. Page 16 of 105
1. UNDP Special Conditions for Software Agreements (“Annex A”);2. The UNDP General Conditions for Professional Services (“Annex B”);3. This Software License and Services Agreement;4. Schedule 1 and any other subsequent Schedule(s) to the Agreement; 5. Support Services, Installation Services, and Training (“Annex C”);6. Software Source Code Escrow Agreement (“Annex D”);7. UNDP’s Request for Proposal dated _____;8. The Licensor’s Proposal dated _________.
P A R T I I L I C E N S E T O A N D [ C U S T O M I Z AT I O N O F , ] [ C O N F I G U R AT I O N O F , ] D E L I V E R Y , I N S TA L L AT I O N A N D T E S T I N G O F T H E S O F T WA R E S Y S T E M ( S )
3 . S O F T WA R E SYS T E M(A) The Software, as described and as specified in Schedule 1, shall consist of a fully
integrated set of computer software programs which shall operate on the Designated CPUs at the Sites set forth in the Schedule and which shall be the latest version of the Software that Licensor has made available to its customers as of the time of installation of the Software in accordance with this Agreement.
(B ) The Software delivered to the UNDP by the Licensor shall generally be capable of ______ in order to allow the UNDP to ______ and to ______.
4 . L I C E N S E(A) Licensor grants UNDP a perpetual, nonexclusive, nontransferable license to make, use and
run copies of the Software for access by UNDP for internal data processing operations, [including for its development projects,]14 on one or more servers and/or workstations located at facilities owned or leased by UNDP, in the Territory, subject to the limitations contained in this Agreement and the applicable Annexes and Schedule(s). The right to use the Software granted under this Agreement shall include the right to provide authorized users access to the Software from various remote locations worldwide. Licensor grants UNDP a nonexclusive, nontransferable license to: (i) modify or merge the Software with other software, and use such modified or merged software; (ii) make, modify and use an unlimited number of copies of the Documentation, and (iii) make a reasonable number of copies of the Software for testing, archival and backup purposes; in accordance with the terms of this Agreement. No modification or merger of the Software with other software or modification of the Documentation, however extensive, shall diminish Licensor’s right,
14 The bracketed text can be included if necessary or deleted.Page 17 of 105
title or interest in the Software and Documentation. UNDP Modifications as defined herein shall not be deemed to be creation of new modules or new products.
(B) Within ______ (______) days of the Effective Date of this Agreement, Licensor shall provide UNDP with the number of copies of the Software in a readable format as specified in Schedule 1, and shall provide UNDP with an equal number of copies of the Documentation.
5 . L I M I TAT I O N S O N L I C E N S E(A) UNDP shall not:
a. Access or use any portion of the Software not expressly licensed and paid for by UNDP;
b. Invoke any Software, except through application program interfaces documented by Licensor;
c. Cause or permit decompilation or reverse assembly of all or any portion of the Software, except as permitted by applicable law;
d. Disclose or publish performance benchmark results for Software (as delivered or subsequently modified) without Licensor’s prior written consent;
e. Delete, fail to reproduce or modify any copyright, trademark or other proprietary rights notices which appear on or in the Software or Documentation; or
f. Directly or indirectly, sublicense, relicense, distribute, disclose, use, rent or lease the Software or any portion thereof, for third party use, training, facilities management, time-sharing, use as an application service provider, or for the purpose of operating a service bureau.
5.2 Licensor reserves all rights not expressly granted herein.
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6. T R A I N I N G : Details regarding training at UNDP’s site are reflected in the Training section of Annex C.
7. I N STA L L AT I O N (A) The Licensor shall supply, install and configure properly functioning and fully tested
Software, in full conformity with the terms and conditions of this Agreement. The Software shall not be considered to have been installed unless and until all data sets or other information which is required for the Software to fully function in the UNDP’s hardware and software environment have been fully configured by the Licensor in accordance with the Installation Services section of Annex C.
(B) Within thirty (30) days15 of the Effective Date, Licensor will install at the site defined in Schedule 1, the Software.
15 The installation period may be shorter or longer depending on the agreement.
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(C) UNDP, at its sole discretion, may delay installation for up to ninety (90) days, upon written notice to the Licensor.
(D) The Licensed Software shall be deemed to be installed upon UNDP’s approval. The installation procedures are in addition to all acceptance test procedures required under Section 8.
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8. AC C E P TA N C E : 1 6 For a period of ninety (90) days after the installation of the Software licensed herein (“Acceptance Period”), UNDP shall have the opportunity to load and run the Software in order to test that all Software licensed pursuant to this Agreement operates substantially in accordance with the Contract Documents. UNDP shall provide to Licensor a description of any deviation from the Contract Documents (“Deviation List”) prior to the expiration of the Acceptance Period in accordance with the notice requirements set forth in this Agreement. Upon receipt of such notice, Licensor shall have thirty (30) days to cure any such deviation listed on the Deviation List such that the Software operates substantially in accordance with the Documentation (“Cure Period”). Notwithstanding the foregoing, any deviation that occurs as a result of UNDP’s (1) not adhering to the guidelines and recommendations contained in the Licensor’s written guidelines provided to UNDP hereunder; (2) not having CPU capacity which is sufficient to run all of the software loaded thereon, except where Licensor has represented that CPU capacity would be sufficient to run the software; (3) modifying the Software or the database on which it was designed to run in a manner inconsistent with this Agreement; or (4) not using workstations that meet minimal standards set for the workstation configuration; will not be considered deviations for purposes of non- acceptance of the Software. In the event that: (i) UNDP provides notice to Licensor that it has accepted the Software; or (ii) the Acceptance Period expires without UNDP providing Licensor a Deviation List; or (iii) Licensor is not able to reproduce any of the alleged deviations cited on the Deviation List; or (iv) Licensor cures the deviations cited on the Deviation List within the applicable cure period; UNDP shall be deemed to have accepted the Software (“Acceptance”). If Acceptance has not occurred by the final day of the cure period (“Final Date”), UNDP, at its sole discretion, may postpone the final date for Acceptance. Otherwise, UNDP shall have the option of terminating the license for the Software pursuant to this Agreement. Software licensed pursuant to this Agreement that fails to reach Acceptance may be terminated by doing the following, on or before the Final Date: (A) providing notice of such decision to Licensor; and (B) uninstalling and returning all copies of the concerned Software and Documentation, at the cost of the Licensor. Immediately upon receipt of such Software by Licensor, Licensor shall return to UNDP any license fees paid for such Software.
9 . S O U R C E C O D E ES C RO W
16 In some cases, a tailored Acceptance Plan may be required. If a tailored Acceptance Plan is required:
1) Replace all provisions of this section with the following: “Details regarding the Acceptance Plan are included the Acceptance Plan section of Annex C.”2) Include all details in Annex C section II.
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9.1 No later than the time of delivery of the Software and Documentation, the Licensor shall place the Escrow Material into escrow pursuant to the Source Code Escrow Agreement, as set forth in Annex D. The Licensor shall continuously and promptly improve, add to, or otherwise modify the Escrow Material placed in escrow prior to or at the same time any Updates, modifications or corrections to the Software are made available to the UNDP. Licensor shall maintain all Escrow Material for as long as the UNDP has the right to use the Software, including any and all Updates thereto, together with all Documentation in accordance with this Agreement.
part iiiP R I C E A N D PAY M E N T
10. FEES AND PAYMENT TERMS(A) UNDP shall pay Licensor, on the basis of original invoices with appropriate substantiating
documentation, as provided for in the Invoicing section of the attached Price and Payment Schedule.
(B) The license fees shall be paid in accordance with the schedule set forth in the Payment Schedule section of the attached Price and Payment Schedule.
(C) All fees are payable in U.S. dollars17 and shall be sent to the attention of ______.
part ivL I C E N S O R ’ S WA R R A N T I E S
11. LIMITED WARRANTY(A) This Software is subject to a limited warranty. Licensor warrants to UNDP that the
Software, as delivered, for a period of ______ (______) months from the date of Acceptance of the Software shall be free from material defects and under normal use the Software will perform substantially in accordance to the Documentation, provided that: (a) UNDP is using the Software in accordance with Licensor’s hardware and software guidelines provided to the UNDP; (b) any error or defect detected is reproducible by Licensor; (c) the performance issue, error or defect does not relate to Third Party Software which is not embedded in the Software; and (d) UNDP notifies Licensor of such nonconformance within the warranty period.
(B) Licensor warrants to UNDP that the Documentation is accurate and conforms to the requirements of this Agreement and corresponds to the functions of the Software.
17 Change currency as appropriate.Page 22 of 105
(C) Licensor warrants to UNDP that Licensor has fully power and authority to grant rights under this Agreement to UNDP with respect to the Software, that neither the performance of any services or obligations by the Licensor in accordance with the Agreement nor the license to UNDP to and use of the Software and Documentation will in any way constitute an infringement or other violation of any rights of any third party, and that there is currently no actual or threatened violation of such right by Licensor.
(D) Licensor warrants that any maintenance services or other services provided by Licensor hereunder shall be performed in a timely and professional manner by qualified professional personnel, that such services shall conform to the standards generally observed in the industry for similar services and that such services shall be sufficient to enable the Software to perform in accordance with the specifications.
(E) Licensor warrants that the storage media on which the Software is furnished will be free from defects under normal use for a period of thirty (30) days, commencing on the delivery date of the Software.
(F) Licensor warrants that the Software shall not contain any computer code (i) intentionally or unintentionally designed to disrupt, disable, harm, or otherwise impede in any manner the operation of the Software, or any associated software, firmware, hardware, computer system or network (sometimes referred to as “viruses” or “worms”), (ii) that would disable the Software or impair in any way its operation based on the elapsing of a period of time, exceeding the authorized number of copies, or advancement to a particular date or other numeral, or (iii) that would permit Licensor to access the Software to cause such disablement or impairment, or any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such Software to cease functioning or to damage or corrupt data, storage media, Software, equipment or communications, or otherwise interfere with operations.
(G) In case of a breach of the Limited Warranty, Licensor shall:a. For Services, at the option of UNDP, (i) re-perform the Services which were not as
warranted at no additional charge by Licensor to UNDP, or (ii) promptly refund the fees paid to Licensor for the Services which were not as warranted.
b. For Software which does not conform to the warranties contained in this Agreement, Licensor will, at the sole discretion of UNDP, (i) repair or replace the nonconforming Software within a commercially reasonable time period of receiving notice from UNDP of such nonconformance, or (ii) refund the amounts paid by UNDP for the nonconforming Software module immediately upon return of the Software, and
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promptly execute with UNDP an amendment to the Agreement for the nonconforming Software pursuant to which the license is terminated for the Software module for which UNDP is receiving a refund.
(H) Licensor will pass through to UNDP, to the fullest extent possible, the warranties from Licensor’s licensors as they relate to Third Party Software, if any.
(I) EXCEPT AS EXPRESSLY STATED IN THIS SECTION ENTITLED “LIMITED WARRANTY”, THERE ARE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE SOFTWARE, DOCUMENTATION, OR ANY SERVICES OR SOFTWARE PROVIDED BY LICENSOR TO UNDP INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND LICENSOR EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES.
PART Vliability of the parties
12. L I M I TAT I O N O F L I A B I L I T Y: NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR OTHER DAMAGES RESULTING FROM LOST PROFITS, HOWEVER ARISING, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION HEREIN SHALL NOT APPLY TO INDEMNIFICATION OBLIGATIONS ARISING UNDER ARTICLE 1 OF ANNEX A, OR TO DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LICENSOR.
PART VIownership
13. T I T L E A N D P ROT EC T I O N(A) The Software and Documentation contain valuable proprietary information. Licensor (or
its licensors) retains title, copyright and other proprietary rights to all portions of the Software and Documentation, and all modifications and alterations thereto, and all copies thereof. If UNDP creates an enhancement, modification or alteration to the Software that remains after the Software, Documentation and the physical media on which they are contained have been separated out from the enhancements, modifications or alterations (“UNDP Application”), UNDP shall have a perpetual, royalty-free license to use the UNDP
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Applications in accordance with this Agreement. UNDP does not acquire any rights, express or implied, in the Software and Documentation, except as specified herein. No license, right, or interests in any Licensor trademark, trade name, or service mark is granted pursuant to this Agreement.
(B) Title to the physical media for the Software vests in UNDP upon Licensor shipment to UNDP.
part viimiscellaneous provisions
14. T E R M A N D T E R M I N AT I O N : This Agreement will take effect on the Effective Date. This Agreement will remain in effect for as long as UNDP uses the contract, unless and until terminated pursuant to Article 15 of the General Conditions and Paragraph 2 of the Special Conditions.
15. N OT I C E : All notices required by this Agreement shall be in writing and sent by overnight courier, personal delivery, or facsimile (if confirmed by overnight courier, or personal delivery) to the addresses indicated on the first page of this Agreement, or such other address as either party may indicate by at least ten (10) days prior written notice to the other party. Notices to Licensor shall be sent to the attention of ______ General Counsel. Notices to UNDP shall be sent to the attention of [UNDP’s Chief Information Officer].18
Notice will be effective on the date shown on the delivery receipt or facsimile confirmation or, where there is no written evidence of delivery, on actual receipt or refusal of receipt.
16. S U RV I VA B I L I T Y: The terms of Sections herein entitled "Title and Protection", "Term and Termination", "Limited Warranty", "Limitation of Liability", "Notice", "Survivability", “Contract Terms”, and "Definitions", as well as all Special Conditions of Annex A, and Sections entitled “Use of Name, Emblem or Official Seal of UNDP or the United Nations”, “Privileges and Immunities”, and “Settlement of Disputes” as set forth in the UNDP General Conditions for Professional Services of Annex B shall survive termination of this Agreement.
17. E X P O R T C O N T R O L : The Parties acknowledge that the Software may be subject to export control laws and regulations. As used in this Section, the term “Controlled Material” means (a) the Software, any Updates, Documentation and (b) any related proprietary information of Licensor. The term “Controlled Material” does not include UNDP Applications to the extent that UNDP Applications do not contain the Software. Pursuant to
18 Insert title of authorized UNDP representative.Page 25 of 105
Article II, Section 7(b) of the UN Convention, the United Nations, including its subsidiary organs such as UNDP, is exempt from customs duties and prohibitions and restrictions on exports in respect of articles imported or exported by the United Nations, including its subsidiary organs, for its official use. Accordingly, in light of the exemptions from export restrictions to which UNDP is entitled pursuant to the UN Convention, and without otherwise limiting or derogating from the privileges and immunities and exemptions of the United Nations, including its subsidiary organs, pursuant to the UN Convention, UNDP agrees and warrants that:
(A) UNDP shall comply with all export control laws and regulations of to the extent that such export control laws and regulations are applicable to UNDP;
(B) UNDP shall not directly or indirectly export or transmit any Controlled Material to any country, at any time and in any manner which would violate export control laws and regulations, to the extent that such export control laws and regulations are applicable to UNDP;
(C) UNDP shall not export or re–export any Controlled Material other than for its official use; and
(D) UNDP shall cooperate with Licensor to determine a mutually acceptable solution should any Governmental authority fail to recognize the UN’s exemption from export restrictions set forth in the UN Convention.
18. G E N E R A L : The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure by a party to exercise or enforce any right hereunder shall not operate as a waiver of such party's right to exercise or enforce such right or any other right in the future. This Agreement may not be modified by custom and usage. This Agreement replaces and supersedes any prior verbal or written understandings, communications, and representations between the parties. This Agreement may be amended only by a written document executed by [a duly authorized representative of each of the parties]19, unless expressly provided otherwise herein. Transmitted copies are considered documents equivalent to original documents. Any refund made hereunder shall be made promptly and
19 Insert title of authorized representatives.Page 26 of 105
paid by check to the attention of [UNDP’s Chief Information Officer]20, at [the address noted in the first paragraph herein]21.
20 Insert title of authorized UNDP representative.21 Change where appropriate.
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The undersigned represent and warrant that they are authorized as representatives of the party on whose behalf they are signing to sign this Software License and Services Agreement and to bind their respective party thereto.
UNITED NATIONS DEVELOPMENT PROGRAMME
[Licensor Name]
Authorized Signature Authorized Signature
[Printed Name and Title] [Printed Name and Title]
Date
Date
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Annex ASPECIAL CONDITIONS FOR SOFTWARE LICENSING AND SERVICES AGREEMENT
1. ARTICLE 7 (INDEMNIFICATION) OF THE GENERAL CONDITIONS IS HEREBY REPLACED WITH THE FOLLOWING:
(a) To the fullest extent permitted by law and as agreed hereunder, Licensor shall indemnify, defend and hold harmless, UNDP, at its own expense, against any claims, suits, proceedings, or demands that the Software, Services or Documentation infringes any copyright, trade secret, trademark, patent and other proprietary right. Licensor shall be given notice of such claim, suit, proceeding or demand, within a reasonable amount of time of UNDP receiving notice of such alleged infringement. Failure to give such notice shall not affect Licensor’s obligation to indemnify UNDP to the extent that failure to give, or delay in giving such notice does not materially prejudice Licensor. Licensor shall be given information, reasonable assistance, and sole authority to defend or settle the claim, provided that Licensor’s choice of counsel is acceptable to UNDP, and subject to the privileges and immunities of UNDP, which UNDP shall assert to the extent permitted by its regulations. In the event of any threatened claim, Licensor may, in its reasonable judgment and at its expense: (i) obtain for UNDP the right to continue using the Software; (ii) replace or modify the Software so that they become non-infringing; or (iii) terminate the license for the allegedly infringing Software, and upon receipt of the Software, return the license fees paid by UNDP for such Software, pro-rated over the term of the Agreement from the Acceptance of such Software. Licensor shall have no obligation to indemnify or defend UNDP for any liability arising out of or relating to any allegations or claims of infringement, to the extent the alleged infringement is based on: (a) a UNDP Modification; (b) use of the Software other than in accordance with the Documentation or the terms of this Agreement; (c) any Third Party Software, not embedded in the Software; or (d) in the event that UNDP agrees to settle any claim without the prior written consent of the General Counsel for ______, Inc. Licensor will pass through to UNDP, to the fullest extent possible, the copyright indemnifications from Licensor’s licensors as they relate to Third Party Software. UNDP shall have the right to be represented in any suit or proceeding, at its own expense, by independent counsel of UNDP’s own choosing.
(B) In addition to (a) above, Licensor shall also pay UNDP promptly for all loss, destruction or damage to its property and to the fullest extent permitted by law, indemnify, hold and save harmless, and defend, at its own expense, UNDP, its officials, agents, servants and employees from and against all suits, claims, demands, and liability, including all
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litigation costs, attorney’s fees, settlement payments and damages, arising out of Licensor’s or Licensor’s employees, officers, agents or sub-contractors, acts or omissions, including regarding workmen's compensation and products liability.
(C) Licensor shall pay all fees arising under this section as they become due, including without limitation fees arising from any claim to enforce the indemnification obligations set forth herein.
2. ARTICLE 15 (TERMINATION) OF THE GENERAL CONDITIONS IS HEREBY MODIFIED SUCH THAT THE FOLLOWING ADDITIONAL CLAUSES ARE INCORPORATED:
(A) Effect of Termination: Upon termination, Licensor shall promptly refund to UNDP a commensurate pro-rata share of any pre-paid fees for the unexpired portion of the applicable payment period. Licensor shall also cease using and destroy or return to UNDP all UNDP confidential information. UNDP shall cease using and destroy or return to Licensor all copies of Licensor’s Confidential Information, including, without limitation, Software and Documentation in any form, including partial copies and modified versions, and shall certify in writing to Licensor that all such copies have been destroyed or returned.
(B) Remedies: Except as expressly provided otherwise in this Agreement, (i) all remedies available to either party are cumulative and not exclusive; and (ii) termination of this Agreement or any license shall not limit either party from pursuing other remedies available to it.
3. ARTICLE 13.1 (CONFIDENTIALITY) OF THE GENERAL CONDITIONS IS HEREBY REPLACED WITH THE FOLLOWING:
(A) During the course of the Parties’ relationship, they may have access to confidential information of the other (“Confidential Information”). Licensor Confidential Information includes, without limitation, the Software and Documentation, information proprietary to Licensor, this Agreement and the terms, conditions and pricing contained herein. UNDP’s Confidential Information includes all maps, drawings, photographs, mosaics, plans, reports, recommendations, estimates, documents, and all other data received by Licensor under this Agreement. Confidential information shall not be disclosed, orally or in writing, to any third party without the prior written consent of the owner of such information, except as provided below.
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(B) The Parties shall protect each other's Confidential Information with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which the receiving party utilizes for its own information that it does not wish disclosed to the public.
(C) This Agreement imposes no obligation upon either party (“Recipient”) with respect to the other party's (“Discloser’s”) Confidential Information which Recipient can establish by legally sufficient evidence: (a) was, prior to receipt from Discloser, in the possession of, or rightfully known by Recipient, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Agreement or without a violation of an obligation of confidentiality owed to the Discloser; or (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality.
(D) Recipient may provide access to and use of the Discloser’s Confidential Information only to those third parties that: (a) provide services to Recipient concerning Recipient’s use of the Discloser’s Confidential Information; (b) have a need to use and access the Confidential Information; and (c) have agreed to substantially similar non-disclosure obligations as those contained herein. Disclosure of Discloser’s Confidential Information by any such third party will be deemed a breach by Recipient hereunder. To the extent Recipient may be required to disclose Confidential Information in a legal proceeding (in the case that UNDP is the Recipient, any such disclosure in a legal proceeding would be subject to the privileges and immunities of UNDP), Recipient may make such disclosure, provided that Recipient notifies Discloser of such requirement prior to disclosure, and provided further that Recipient makes diligent efforts to avoid and/or limit disclosure.
4. THE FOLLOWING PROVISIONS SHALL GOVERN THE LICENSOR’S PERSONNEL:
(A) The Licensor shall be responsible for the professional and technical competence of its employees, and will select reliable and competent individuals who will perform effectively in the implementation of this Agreement, who will respect the local customs and who will conform to a high standard of moral and ethical conduct.
(B) The Licensor's employees assigned to provide services or carry out any obligations hereunder shall be professionally qualified and must be able to work effectively with the staff of the UNDP. At the sole option of UNDP, any of the Licensor's employees may be interviewed by officials of UNDP and their qualifications may be reviewed by UNDP prior to the commencement of such services or carrying out of such obligations hereunder. UNDP reserves the right to refuse any employees assigned by the
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Licensor to provide services or carry out any obligations hereunder.
(C) The qualifications of any employees whom the Licensor may assign to provide services or carry out any obligations hereunder shall be substantially the same, or better, [as the qualifications of those employees specified in the Proposal.]22
(D) The requirements for the number of the Licensor's employees assigned to provide services or carry out any obligations hereunder may change over time. Any changes in the number of the Licensor's employees assigned to provide services or carry out any obligations hereunder shall be agreed to by UNDP and shall be done only by means of an exchange of correspondence between the Parties.
(E) Any employees assigned by the Licensor to provide services or carry out any obligations hereunder shall not be withdrawn or replaced without the prior written consent of UNDP, which consent shall not be unreasonably withheld. Where such withdrawal or replacement is intended by the Licensor, the Licensor will provide the UNDP with as much advanced written notice as possible of such intent to withdraw or replace an employee assigned to provide services or carry out any obligations hereunder. Replacement of any of the Licensor's employees assigned to provide services or carry out any obligations hereunder shall be effected in accordance with this Agreement and shall be done as quickly as possible by the Licensor and in a manner that will not adversely effect the performance of any services or obligations hereunder. All actual expenses related to withdrawal or replacement of any employee assigned by the Licensor to provide services or carry out any obligations shall, in all case, be borne exclusively by the Licensor.
(F) UNDP may, at any time, request, in writing, the withdrawal and replacement of any of the Licensor's employees performing any services or carrying out any obligations hereunder.
(G) Any request by UNDP for withdrawal or replacement of any employee assigned by the Licensor to provide services or carry out any obligations hereunder shall not be considered as termination, in whole or in part, of this Agreement.
(H) For the entire term of this Agreement, UNDP may, at the request of the Licensor, provide reasonable workspace for Licensor's personnel assigned to perform services
22 Ensure that such specifications exist in a Proposal, which should be clearly referenced and appended. Otherwise, all such specifications should be included in Annex C.
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hereunder. Access to and use of facilities in the UN’s premises by personnel of the Licensor shall at all times be subject to rules and regulations of UNDP relating to such use, including, but not limited to, those relating to security. While present at UNDP’s premises, personnel of the Licensor shall at all times obey and conform to all requests and instructions of UNDP officials, including security staff.
(I) The Licensor shall be responsible for requiring all of its personnel, when entering, exiting or while within the UN’s premises, to display such identification as may be approved and furnished by UNDP. Upon completion of Licensor’s obligations under this Agreement or upon release of any personnel provided by the Licensor under this Agreement, all of such prescribed identification shall immediately be delivered to UNDP for cancellation.
(J) All operations of the Licensor (including storage of equipment, materials, supplies and parts) within UNDP premises shall be confined to areas authorized or approved by UNDP. The Licensor and its personnel shall engage in no unauthorized or unwarranted entry within, passage through, or storage or disposal of equipment, materials, supplies or parts within, UNDP’s premises.
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ANNEX BUNITED NATIONS DEVLEOPMENT PROGRAMME GENERAL CONDITIONS OF CONTRACT
1. LEGAL STATUS
The Contractor shall be considered as having the legal status of an independent contractor vis-à-vis UNDP. The Contractor's personnel and sub-contractors shall not be considered in any respect as being the employees or agents of UNDP or the United Nations.
2. SOURCE OF INSTRUCTIONS
The Contractor shall neither seek nor accept instructions from any authority external to UNDP in connection with the performance of its services under this Contract. The Contractor shall refrain from any action, which may adversely affect UNDP or the United Nations and shall fulfill its commitments with the fullest regard to the interests of UNDP.
3. CONTRACTOR'S RESPONSIBILITY FOR EMPLOYEES
The Contractor shall be responsible for the professional and technical competence of its employees and will select, for work under this Contract, reliable individuals who will perform effectively in the implementation of this Contract, respect the local customs, and conform to a high standard of moral and ethical conduct.
4. ASSIGNMENT
The Contractor shall not assign, transfer, pledge or make other disposition of this Contract or any part thereof, or any of the Contractor's rights, claims or obligations under this Contract except with the prior written consent of UNDP.
5. SUB-CONTRACTINGIn the event the Contractor requires the services of sub-contractors, the Contractor shall obtain the prior written approval and clearance of UNDP for all sub-contractors. The approval of UNDP of a sub-contractor shall not relieve the Contractor of any of its obligations under this Contract. The terms of any sub-contract shall be subject to and conform with the provisions of this Contract.
6. OFFICIALS NOT TO BENEFIT
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The Contractor warrants that no official of UNDP or the United Nations has received or will be offered by the Contractor any direct or indirect benefit arising from this Contract or the award thereof. The Contractor agrees that breach of this provision is a breach of an essential term of this Contract.
7. INDEMNIFICATION
The Contractor shall indemnify, hold and save harmless, and defend, at its own expense, UNDP, its officials, agents, servants and employees from and against all suits, claims, demands, and liability of any nature or kind, including their costs and expenses, arising out of acts or omissions of the Contractor, or the Contractor's employees, officers, agents or sub-contractors, in the performance of this Contract. This provision shall extend, inter alia, to claims and liability in the nature of workmen's compensation, products liability and liability arising out of the use of patented inventions or devices, copyrighted material or other intellectual property by the Contractor, its employees, officers, agents, servants or sub-contractors. The obligations under this Article do not lapse upon termination of this Contract.
8. INSURANCE AND LIABILITIES TO THIRD PARTIES
8.1 The Contractor shall provide and thereafter maintain insurance against all risks in respect of its property and any equipment used for the execution of this Contract.
8.2 The Contractor shall provide and thereafter maintain all appropriate workmen's compensation insurance, or its equivalent, with respect to its employees to cover claims for personal injury or death in connection with this Contract.
8.3 The Contractor shall also provide and thereafter maintain liability insurance in an adequate amount to cover third party claims for death or bodily injury, or loss of or damage to property, arising from or in connection with the provision of services under this Contract or the operation of any vehicles, boats, airplanes or other equipment owned or leased by the Contractor or its agents, servants, employees or sub-contractors performing work or services in connection with this Contract.
8.4 Except for the workmen's compensation insurance, the insurance policies under this Article shall: (i) Name UNDP as additional insured; (ii) Include a waiver of subrogation of the Contractor's rights to the insurance carrier against UNDP; (iii) Provide that UNDP shall receive thirty (30) days written notice from the insurers prior to any
cancellation or change of coverage.
8.5 The Contractor shall, upon request, provide UNDP with satisfactory evidence of the insurance required under this Article.
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9. ENCUMBRANCES/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 or to become due for any work done or materials furnished under this Contract, or by reason of any other claim or demand against the Contractor.
10. TITLE TO EQUIPMENT
Title to any equipment and supplies that may be furnished by UNDP shall rest with UNDP and any such equipment shall be returned to UNDP at the conclusion of this Contract or when no longer needed by the Contractor. Such equipment, when returned to UNDP, shall be in the same condition as when delivered to the Contractor, subject to normal wear and tear. The Contractor shall be liable to compensate UNDP for equipment determined to be damaged or degraded beyond normal wear and tear.
11. COPYRIGHT, PATENTS AND OTHER PROPRIETARY RIGHTS
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, documentation, or modifications thereof, which are produced, prepared or collected in consequence of or in the course of the execution of this Agreement, excluding the Software and the Documentation. At the UNDP's request, the Contractor shall take all necessary steps, execute all necessary documents and generally assist in securing such proprietary rights and transferring them to UNDP in compliance with the requirements of the applicable law.
12. USE OF NAME, EMBLEM OR OFFICIAL SEAL OF UNDP OR THE UNITED NATIONS
The Contractor shall not advertise or otherwise make public the fact that it is a Contractor 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.
13. CONFIDENTIAL NATURE OF DOCUMENTS AND INFORMATION
13.1 All maps, drawings, photographs, mosaics, plans, reports, recommendations, estimates, documents and all other data compiled by or received by the Contractor under this Contract shall be the property of UNDP, shall be treated as confidential and shall be delivered only to UNDP authorized officials on completion of work under this Contract.
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13.2 The Contractor may not communicate at any time to any other person, Government or authority external to UNDP, any information known to it by reason of its association with UNDP which has not been made public except with the authorization of UNDP; nor shall the Contractor at any time use such information to private advantage. These obligations do not lapse upon termination of this Contract.
14. FORCE MAJEURE; OTHER CHANGES IN CONDITIONS
14.1 Force majeure, as used in this Article, means acts of God, war (whether declared or not), invasion, revolution, insurrection, or other acts of a similar nature or force which are beyond the control of the Parties.
14.2 In the event of and as soon as possible after the occurrence of any cause constituting force majeure, the Contractor shall give notice and full particulars in writing to UNDP, of such occurrence or change if the Contractor is thereby rendered unable, wholly or in part, to perform its obligations and meet its responsibilities under this Contract. The Contractor shall also notify UNDP of any other changes in conditions or the occurrence of any event, which interferes or threatens to interfere with its performance of this Contract. The notice shall include steps proposed by the Contractor to be taken including any reasonable alternative means for performance that is not prevented by force majeure. On receipt of the notice required under this Article, UNDP shall take such action as, in its sole discretion, it considers to be appropriate or necessary in the circumstances, including the granting to the Contractor of a reasonable extension of time in which to perform its obligations under this Contract.
14.3 If the Contractor is rendered permanently unable, wholly, or in part, by reason of force majeure to perform its obligations and meet its responsibilities under this Contract, UNDP shall have the right to suspend or terminate this Contract on the same terms and conditions as are provided for in Article 15, "Termination", except that the period of notice shall be seven (7) days instead of thirty (30) days.
15. TERMINATION
15.1 Either party may terminate this Contract for cause, in whole or in part, upon thirty days notice, in writing, to the other party. The initiation of arbitral proceedings in accordance with Article 16 "Settlement of Disputes" below shall not be deemed a termination of this Contract.
15.2 UNDP reserves the right to terminate without cause this Contract at any time upon 15 days prior written notice to the Contractor, in which case UNDP shall reimburse the Contractor for all reasonable costs incurred by the Contractor prior to receipt of the notice of termination.
15.3 In the event of any termination by UNDP under this Article, no payment shall be due from UNDP to the Contractor except for work and services satisfactorily performed in conformity with the
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express terms of this Contract. The Contractor shall take immediate steps to terminate the work and services in a prompt and orderly manner and to minimize losses and further expenditures.
15.4 Should the Contractor be adjudged bankrupt, or be liquidated or become insolvent, or should the Contractor make an assignment for the benefit of its creditors, or should a Receiver be appointed on account of the insolvency of the Contractor, UNDP may, without prejudice to any other right or remedy it may have, terminate this Contract forthwith. The Contractor shall immediately inform UNDP of the occurrence of any of the above events.
16. SETTLEMENT OF DISPUTES
16.1 Amicable Settlement
The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of, or relating to this 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 UNCITRAL Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the parties.
16.2 Arbitration
Unless, any such dispute, controversy or claim between the Parties arising out of or relating to this Contract or the breach, termination or invalidity thereof is settled amicably under the preceding paragraph of this Article within sixty (60) days after receipt by one Party of the other Party's request for such amicable settlement, such dispute, controversy or claim shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining, including its provisions on applicable law. The arbitral tribunal shall have no authority to award punitive damages. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute.
17. PRIVILEGES AND IMMUNITIES
Nothing in or relating to this Contract shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including its subsidiary organs.
18. TAX EXEMPTION
18.1 Section 7 of the Convention on the Privileges and Immunities of the United Nations provides, inter-alia, that the United Nations, including its subsidiary organs, is exempt from all direct taxes, except charges for public utility services, and is exempt from customs duties and charges of a similar nature in respect of articles imported or exported for its official use. In the event any governmental
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authority refuses to recognize the United Nations exemption from such taxes, duties or charges, the Contractor shall immediately consult with UNDP to determine a mutually acceptable procedure.
18.2 Accordingly, the Contractor authorizes UNDP to deduct from the Contractor's invoice 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 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.
19. CHILD LABOUR
19.1 The Contractor represents and warrants that neither it, nor any of its suppliers is engaged in any practice inconsistent with the rights set forth in the Convention on the Rights of the Child, including Article 32 thereof, which, inter alia, requires that a child shall be protected from performing any work that is likely to be hazardous or to interfere with the child's education, or to be harmful to the child's health or physical mental, spiritual, moral or social development.
19.2 Any breach of this representation and warranty shall entitle UNDP to terminate this Contract immediately upon notice to the Contractor, at no cost to UNDP.
20. MINES
20.1 The Contractor represents and warrants that neither it nor any of its suppliers is actively and directly engaged in patent activities, development, assembly, production, trade or manufacture of mines or in such activities in respect of components primarily utilized in the manufacture of Mines. The term "Mines" means those devices defined in Article 2, Paragraphs 1, 4 and 5 of Protocol II annexed to the Convention on Prohibitions and Restrictions on the Use of Certain Conventional Weapons Which May Be Deemed to Be Excessively Injurious or to Have Indiscriminate Effects of 1980.
20.2 Any breach of this representation and warranty shall entitle UNDP to terminate this Contract immediately upon notice to the Contractor, without any liability for termination charges or any other liability of any kind of UNDP.
21. OBSERVANCE OF THE LAW
The Contractor shall comply with all laws, ordinances, rules, and regulations bearing upon the performance of its obligations under the terms of this Contract.
22. AUTHORITY TO MODIFY
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No modification or change in this Contract, no waiver of any of its provisions or any additional contractual relationship of any kind with the Contractor shall be valid and enforceable against UNDP unless provided by an amendment to this Contract signed by the authorized official of UNDP.
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ANNEX CSUPPORT SERVICES, INSTALLATION SERVICES AND TRAINING
[This Annex contains no model terms. Each of the following sections must be negotiated and filled out for the specific agreement. Provided below are example terms that may be incorporated as appropriate.]
I. Installation Services:
II. Acceptance Plan: [Include this section only if a tailored acceptance plan is required and referenced in Article 8 of the Software License and Services Agreement]
III. Support Services:
IV. Training:
EXAMPLE TERMS:
Installation Services:
(A) The Licensor shall deliver and install the Software in accordance with this Contract at [time], [place] and [order of delivery].
(B) Without limiting the generality of the foregoing, when installing the Software, the Licensor shall ensure the:
(1) Conversion of data maintained by UNDP from both existing live-production and from archives to formats capable of being processed by the Software as well as configuration of the Software System to operate in the UNDP hardware and software environment;
(2) Conversion of and development of all reports currently used by UNDP;
(3) Integration of data processed by the Software with standard applications of the UNDP such as, but not limited to________________; and
(4) Integration of the Software for operation on a ____________ platform.
(C) The Licensor shall be responsible for ensuring that the Software, and Installation Services
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accurately reflect the requirements of the UNDP.
Support Services:
(A) General
(1) Commencing upon the expiration of the relevant Warranty Period governing the Software, and for the full Maintenance Period specified herein, the Licensor shall provide full, on-site maintenance and support services (“Maintenance Services”) for the Software, and any updates to or subsequent changes thereof provided by the Licensor in accordance with this Agreement. Such Maintenance Services shall be in addition to the Licensor's warranty obligations in accordance with this Agreement.
(2) The Licensor shall maintain the Software so that it, at a minimum, it operates in accordance with the requirements of this Agreement and with all descriptions and specifications herein.
(3) Without limiting the generality of the foregoing, the Maintenance Services to be provided by the Licensor include, but are not limited to, the following:
(a) Periodic, preventive maintenance, Software improvements and other Updates according to the specific requirements of the Software;
(b) Unscheduled, remedial maintenance and support services for any Errors, defects or problems experienced by UNDP in the use of the Software, including, but not limited to, making necessary adjustments, corrections, alterations, improvements or modifications thereto;
(c) Restoring, from regular back-ups maintained by UNDP, damaged data files in the Software;
(d) Maintaining and providing a comprehensive “help-desk” facility accessible by UNDP end-users by telephone and via remote communications (e.g., modem, e-mail, etc.) during Licensor's Regular Hours of Service as specified herein;
(e) Providing advice to UNDP end-users regarding the proper and efficient use of the Software and any feature thereof;
(f) Providing, and installing on the Software, Updates and any Subsequent
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Changes to the Software; and
(g) As necessary, or as required by UNDP, making all arrangements with any of the Licensor’s sub-contractors for the provision of any of the Maintenance Services.
(B) Exclusions:
The Maintenance Services to be provided by the Licensor in accordance with this Agreement shall not include support or services that have been made necessary solely by any unreasonable alteration of the Software by UNDP without the knowledge or authorization of the Licensor. Additionally, the Licensor shall not be responsible for the restoration of damaged or lost data that cannot be restored solely because of UNDP's failure to properly conduct a regularly scheduled back-up.
(C) Hours of Service:
(1) The Licensor shall provide the Maintenance Services between the hours of ________ and ________, Monday through Friday, except on those days observed as holidays by the Licensor. (“Regular Hours of Service”).
(2) Solely upon the written authorization of UNDP, the Licensor shall provide the Maintenance and Services for the Software after Regular Hours of Service, during weekends or on holidays at the Time and Materials Rate set forth in Schedule 1 or subsequent schedules hereof.
(D) Scheduled Maintenance Services:
(1) The Licensor shall prepare and deliver to UNDP a schedule of services to be rendered by the Licensor pursuant to this Article for periodic, preventive maintenance and support of the Software. The Schedule shall be subject to approval in writing by UNDP and incorporated herein by reference. At the request of UNDP, or as may be necessary, the Licensor shall update the schedule to meet the requirements for the Maintenance Services in accordance with this Agreement.
(2) On a monthly basis, the Licensor shall provide UNDP with a detailed list of known or suspected problems relating to or in connection with the operation of the Software.
(E) Unscheduled Maintenance Services:
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(1) All remedial actions undertaken by the Licensor in respect of the Software shall be completed as soon as possible. The timeliness of remedial action for problems shall be determined according to the following two (2) levels of problem severity:
(a) Problem Severity Level One: If UNDP notifies the Licensor that it is experiencing a problem with the Software, or any feature or module thereof, and that such problem is preventing day-to-day normal user access to data from or input to the Software, the Licensor shall use its best efforts to remedy the problem within two (2) to four (4) hours following notification by UNDP.
(b) Problem Severity Level Two: If UNDP notifies the Licensor that it is experiencing a problem that impairs the functionality of the Software in a non-immaterial manner but is not preventing day-to-day, normal user access to data from or input to the Software, the Licensor shall remedy the problem within five (5) business days of receipt by the Licensor of notification from UNDP, unless otherwise mutually agreed by both Parties.
(2) In resolving problems or performing any Maintenance Services, the Licensor may, if appropriate and adequate under the circumstances, correct the problem or perform the Maintenance Service by providing a “patch,” as a temporary solution, but only until an upgraded version of the corrected module of the Software is available for installation at the UNDP site.
(3) It is understood by the Parties that the Licensor may require access to the Software, the UNDP hardware and software and the Sites in order to correct a problem and that if all information necessary to diagnose the cause of the problem is not available upon notification to the Licensor, or if the Licensor cannot readily obtain suitable materials or supplies required to remedy a problem, the Licensor will have an additional reasonable period of time to remedy the problem.
(F) Maintenance Log:The Licensor shall keep a separate log for all of the Maintenance Services rendered in
accordance with this Agreement. The log shall at all times be available for inspection by UNDP at its request.
(G) Maintenance of Documentation:The Licensor shall provide all enhancements, modifications, corrections, updates and
new releases of the Documentation for the Software in connection with the provision of the Maintenance Services in accordance with this Agreement. At the request of UNDP, the Licensor shall make changes to the Documentation in order to correct any discrepancies between such
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Documentation and the functioning of the Software.
Training:
(A) Within ______(____) days following the delivery and installation of the Software in accordance with the Agreement, the Licensor shall provide training to not less than ______(___) end-users designated by the UNDP, as follows:
(1) The training conducted by the Licensor shall provide the UNDP end-users with instructions necessary for fully utilizing all of the functions and specifications of the Software as described herein.
(2) The training provided by the Licensor to the UNDP in accordance with the Agreement shall be done without additional cost to the UNDP beyond the maximum contract price set forth herein and the itemized price for training services set forth herein. At the sole option of the UNDP and upon written request by the UNDP, the Licensor shall provide additional training (i.e., such training as is beyond the scope of the training which the Licensor is required to provide in accordance with this Contract) to UNDP end-users at the Licensor's standard prices then in effect for such training services.
(B) Once the Software has been delivered and installed at the UNDP site and has been made fully operational by the Licensor and after the training has been completed in accordance with this Contract, the Licensor shall notify the UNDP that the Software is installed and fully operational and is ready for acceptance testing.
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ANNEX DSOURCE CODE ESCROW AGREEMENT
This SOURCE CODE ESCROW AGREEMENT dated as of ______________, by and among (i) the United Nations Development Programme, a subsidiary organ of the United Nations, an international intergovernmental organization created pursuant to the Charter of the United Nations signed in San Francisco on 26 June 1945 and having its Headquarters in New York, New York 10017, (“UNDP”) and (ii) ______________, a corporation organized under the laws of _______________________________ and having its principal place of business at ______________________________________, (“Licensor”); and _____________________, a corporation organized and existing under the laws of the State of ______________ and having its principal offices at ________________ (hereafter the “Escrow Agent”).
W I T N E S S E T H
WHEREAS, the Licensor and the UNDP have entered into a software license and services agreement dated ___________ (the “Software License and Services Agreement”), a copy of which is appended hereto and made part hereof, pursuant to which the Licensor has licensed to the UNDP certain computer software, including all updates, improvements, enhancements thereof from time to time developed by the Licensor, and such additional program changes as the UNDP may order from Licensor from time to time, and all documentation therefore developed by the Licensor (hereinafter collectively referred to as the “Product”);
WHEREAS, it is the policy of the Licensor not to disclose the source codes and related documentation for the Product to its customers except as provided in an applicable Escrow Agreement;
WHEREAS, Licensor or UNDP agree that upon the occurrence of certain events described herein, the UNDP shall be able to obtain the source code, related documentation, and all revisions thereof, and accordingly, the Licensor agrees to deliver said materials to the Escrow Agent; and
NOW, THEREFORE, in consideration of the mutual covenants exchange herein and for other valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Licensor, the UNDP and the Escrow Agent hereby act and agree as follows:
1. DEFINITIONSExcept as provided herein, the parties agree that the words and phrases set out herein shall
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have the same meanings as set forth in Article 1 of the Software License and Services Agreement. The following additional terms shall have the following meanings (the definitions to be applicable to both the singular and the plural forms of each term defined in this Escrow Agreement):
(a) “Escrow Material” shall refer to all materials required to be delivered into Escrow under this Annex and Article 9 of the Software License and Services Agreement, including materials required for the Initial Escrow Deposit under Article 2(a), and for Escrow Material Updates under Article 2(b).
(b) “Source Code Copy” shall mean a sealed package containing the source code form of the Product and related documentation on reliable media. Included therein shall be a fully commented and documented copy of the source code form of the Product, all relevant commentary, including explanation, flow charts, algorithms and subroutine descriptions, memory and overlay maps, and other documentation of the source code.
2. DEPOSITS
(a) Initial Escrow Deposit: Licensor agrees to place a Source Code Copy into escrow pursuant to Section 9 of the Software License and Services Agreement. Licensor shall deliver to Escrow Agent the Source Code Copy after Licensor has demonstrated to the UNDP’s satisfaction that the Source Code Copy is a true and accurate copy of the Product.
(b) Escrow Material Updates: Prior to or at the same time as software updates, improvements or enhancements are delivered to the UNDP pursuant to the Agreement, Licensor shall deliver to and deposit with Escrow Agent, at Licensor’s expense:
(1) A revised Source Code Copy for such Product, which includes and incorporates such updates, improvements or enhancements;
(2) A written explanation or listing of the changes made to such Product by such updates, improvements or enhancements; and
(3) Revised Documentation (if any);
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So that the Source Code Copy constitutes a readable program for the current release of the Product utilized by the UNDP. Upon the UNDP’s written request, Licensor shall demonstrate that the Source Code Copy is a true and accurate copy of the updated Source Code for the Product.
3. MAINTENANCE OF THE ESCROW MATERIAL
The Escrow Agent will hold the Escrow Material in a safe place. The Escrow Agent will retain the Escrow Material until such time as it receives notice pursuant to the terms of this Escrow Agreement that the Escrow Agent is to deliver the Escrow Material to the UNDP or until this Escrow Agreement is terminated pursuant to Section 9 below. The Escrow Agent is authorized to deliver a copy of the Escrow Material to the UNDP provided the UNDP has given an affidavit to Escrow Agent stating that the UNDP has demanded the Escrow Material from Licensor, which has not provided the Escrow Material within three (3) days of the UNDP’s demand, and that any one or more of the following events has occurred:
(a) Licensor is unable or unwilling to discharge any of its obligations (including but not limited to maintenance) with respect to the Product in accordance with the warranties, representations or other standards set forth in the Agreement and/or Purchase Order; and/or
(b) The sale, assignment or other transfer by Licensor of such of Licensor’s rights in the Product as would prevent Licensor from discharging its obligations with respect to the performance of the Product or from discharging its maintenance obligations under the Agreement and/or Purchase Order; and/or
(c) Licensor ceases to market the Product; and/or
(d) A trustee of Licensor or receiver of Licensor’s assets is appointed by any court, or Licensor:
(1) makes an assignment for the benefit of creditors;
(2) is unable to pay debts as they mature;
(3) is designated the debtor in any proceeding instituted under any
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provision of any bankruptcy or similar code;
(4) undergoes a change which is in essence one of ownership or control, including but not limited to, merger, asset sale, transfer of a substantial portion of business, or sale of a substantial share of Licensor’s general voting securities; or
(5) voluntarily ceases to be active in developing, marketing or maintaining computer software services to the commercial market.
4. RELIANCE ON AFFIDAVIT OF UNDP
The parties hereto agree that the Escrow Agent shall rely upon the affidavit provided by the UNDP without any requirement to ascertain the facts or the veracity of any of the statements contained therein.
5. LIABILITY OF THE ESCROW AGENT
Escrow Agent shall not be liable or responsible for any transactions between Licensor and the UNDP or for any loss or damage to any of the Escrow Material. Licensor agrees to defend and indemnify Escrow Agent and hold Escrow Agent harmless from and against any and all claims, actions and suits and from and against any and all loss (including, but not limited to settlement costs) incurred by Escrow Agent on account of any act or omission of Escrow Agent in respect of or with regard to this Escrow Agreement or the Escrow Material as contemplated herein. In no event shall Escrow Agent be liable for consequential or special damages.
6. NOTICE OF TERMINATION
Upon the termination of the Agreement, Licensor may obtain the return of the Escrow Materials by furnishing written notice of the termination, agreed to by authorized and notarized signature of the UNDP.
7. DISPUTES
(a) In the event that Licensor and UNDP have a valid dispute concerning the release of the Escrow Material, the Escrow Agent shall not release the Escrow Materials to either party except in accordance with (i) a final decision of the arbitration
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panel as hereinafter provided, or (ii) receipt of an agreement with authorized and notarized signatures of both Licensor and UNDP, authorizing the release of the Source Code to one of the parties hereto.
(b) Any dispute, controversy or claim between the Parties arising out of or relating to this Escrow Agreement or the breach, termination or invalidity thereof, unless settled amicably under the preceding paragraph of this Article within sixty (60) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. The number of arbitrators shall be three (3), unless the parties mutually agree that there shall be only one (1) arbitrator. The arbitral tribunal shall have no authority to award punitive damages nor to award interest in excess of six percent (6.0 %) per annum, such interest being simple interest only. The parties shall be bound by the arbitration award rendered in accordance with such arbitration, as the final adjudication of any such dispute, controversy or claim.
(c) Nothing in or relating to this Agreement shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including its subsidiary organs.
8. PAYMENT TO ESCROW AGENT
As payment for its services hereunder, the Escrow Agent shall receive a fee in an amount agreed to by both parties or, if there is no agreement, by the arbitration panel, to be paid by the Licensor.
9. TERMINATION
This Escrow Agreement shall terminate on the delivery of the Escrow Materials to either party in accordance with the terms of this Agreement.
10. WAIVER, AMENDMENT OR MODIFICATION; SEVERABILITY
This Escrow Agreement shall not be waived, amended, or modified except by the written agreement of all the parties hereto. Any invalidity, in whole or in part, of any provision of this Escrow Agreement shall not affect the validity of any other of its provisions.
11. NOTICES
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All notices required to be given hereunder shall be in writing and shall be given by certified or registered mail, return receipt requested, to the parties at their respective addresses hereinabove written, or at such other address as shall be specified hereinabove in writing to all other parties.
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SCHEDULE 1Price and Payment[This Schedule should list the Software and Documentation that UNDP is licensing, as well as the pricing information, including for training,
support, etc. The Licensor should provide specifications of the Software and Documentation as part of this Schedule. UNDP must ensure that
requirements stipulated in the Request For Proposal and the Proposal are duly reflected here and other exhibits as appropriate. Provided below
are example terms that should be incorporated as appropriate. Additional Schedules may be included as needed or appended by later
amendment to extend the contract term.]
I. Software
[List Software and Documentation and unit prices.]
II. Contract Price
III. Payment Schedule
IV. Invoicing
EXAMPLE TERMS:
Contract Price
(A) Maximum Contract Price:
In full consideration of the provision and license by the Licensor of the Software and the satisfactory performance by the Licensor of all the services and all obligations in accordance with the Agreement, the UNDP shall pay to the Licensor a Maximum Contract Price of US $_______________ (US $__________). Actual payments by the UNDP to the Licensor shall be made in amounts and at times required by or which are otherwise in accordance with the Agreement. The Licensor shall not do any work, provide any goods or materials or perform any Services which would result in any payment or payments by the UNDP of any amount in excess of the Maximum Contract Price without a valid amendment of the Agreement or otherwise without written authorization therefore in accordance with the Agreement by the UNDP.
(B) Itemized Prices:
(1) Actual payments made by the UNDP to the Licensor hereunder shall reflect the following amounts in respect of the following items:
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(2) For the License to the UNDP to use the Software, US $_________ (“License Fee”);
(3) For the delivery and installation of the Software in accordance with the Agreement, US $ _________;
(4) For all training of the UNDP’s end-users in the use of the Software to be provided by the Licensor to the UNDP in accordance with the Agreement, US $________; and
(5) For the Maintenance Services to be provided to the UNDP by the Licensor in accordance with the Agreement, US $__________ annually/semi-annually (“Maintenance Fee”).
(C) Time and Materials Rate:
(1) The Time and Material Rate for Licensor's services shall be _____ per hour.
(D) Escalation of Rates Upon Renewal or Extension:
(1) Upon any renewal of the Agreement or any extension of the term hereof, the Parties shall agree in writing to the Maintenance Fee and the Time and Materials Rate applicable to the period of such renewal or extension.
(2) It is agreed and understood by the parties that, for and during the period of any such renewal or extension, the Licensor shall not propose and the UNDP shall not be liable to pay any increase in the Maintenance Fee and the Time and Materials Rate, which is greater than ____ percent (_____%) more than the Maintenance Fee and the Time and Materials Rate during the previous period of the term of the Agreement (or a renewal or extension thereof), as adjusted for inflation, in accordance with [ _____ ]23.
Payment Schedule:
(A) Payment of the Contract Price shall be made by the UNDP to the Licensor in accordance with the following Payment Schedule, showing when payments are due:
23 Example: “the Consumer Price Index (calculated for the New York City metropolitan statistical area) of the United States Department of Labor, as of the date of the renewal or extension.”
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(B) Upon Notification of Delivery and Installation of the Software,24 ______________ percent (______%) of the License Fee, or US $_______;
(C) Upon Final Acceptance of the Software, the remaining balance of the License Fee, or US $_____________;
(D) Upon completion of the training in accordance with the Agreement, the amount of US $ ____________;
(E) Monthly, in arrears, for the fees payable for the performance of services, for the integration of the Software, or for the fees payable in respect of any other services at the Time and Materials Rate; and
(F) Annually/semi-annually upon expiration of the Licensor’s Warranty Period in accordance with the Agreement, the Maintenance Fee set forth in Article 10.2.5 hereof.
Invoicing:
(A) All payments made by the UNDP to the Licensor shall be payable by the UNDP only in response to the Licensor’s original invoice therefore and certification by the UNDP that the materials or services reflected in such invoice have been provided by the Licensor in accordance with the Agreement.
(B) The Licensor’s invoices shall contain, at a minimum, the Agreement number and a complete description of the item provided or the Service performed in accordance with the Agreement. The Licensor shall be solely responsible for ensuring that all supporting documentation sufficient for the UNDP to identify the payment requested in relation to the relevant provision(s) of the Agreement accompanies each invoice. The Agreement shall submit its invoices in triplicate (an original and two (2) copies) to:
________________________________________________________________________________
24 It is preferred that contracts be entered into with no up-front payment. However, in order to receive the best deal, on a case-by-case basis, ACP can approve an initial payment “upon signature.” For example: “Upon the effective date of the Agreement, _______ percent (___%) of the License Fee, or US $___________;”
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(C) The UNDP shall notify the Licensor within fifteen (15) days following receipt of any of Licensor's invoices, if the UNDP intends to dispute any such invoice or any portion thereof. Such notification shall include a brief explanation of the reasons why the UNDP disputes the invoice. The UNDP and the Licensor shall consult in good faith to promptly resolve outstanding issues with respect to any such disputed invoice.
(D) The UNDP shall make full payment against the Licensor's invoice within thirty (30) days of the receipt of the invoice, unless the UNDP disputes the invoice or a portion thereof.
(E) In cases of disputes regarding only a portion of a Licensor's invoice, the UNDP shall pay the Licensor the amount of the undisputed portion within thirty (30) days of the receipt thereof.
(F) Once a dispute regarding an invoice or a portion thereof has been resolved, the UNDP shall pay the Licensor within thirty (30) days following the resolution of such dispute.
(G) It is acknowledged and agreed by the Licensor that each invoice paid by the UNDP shall be subject to a post-payment audit by the UNDP’s auditors (whether internal or external) and, further, that, at any time during the term of the Agreement and for a period of two (2) years following the expiration or prior termination of the Agreement, the UNDP may be entitled to a refund from the Licensor of any amounts shown by such audits to have been unauthorized or not in accordance with this Agreement.
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