REQUEST FOR PROPOSALS

03/16 – 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 Programme
October 2016

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 Section 1. Letter of Invitation

Zagreb
October 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 Invitation

Section 2 – Instructions to Proposers (including Data Sheet)
Section 3 – Terms of Reference and Functional Specification
Section 4 – Proposal Submission Form
Section 5 – Documents Establishing the Eligibility and Qualifications of the Proposer
Section 6 – Technical Proposal Form
Section 7 – Financial Proposal Form
Section 8 – Form for Proposal Security
Section 9 – Form for Performance Security
Section 10 – Software license and service agreement including General Terms and Conditions
and Escrow Agreement
Section 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: jasmina.stipula@undp.org

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.

If you have received this RFP through a direct invitation by UNDP, transferring this invitation

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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.

1Note: 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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A. GENERAL

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/protestandsan
ctions/
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:

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 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
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 Proposal
Proposers 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 Proposal

10.1 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.

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 11. Amendment of Proposals
11.1 At any time prior to the deadline of Proposal submission, UNDP may for any 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 Form

The Proposer shall submit the Proposal Submission Form using the form provided in
Section 4 of this RFP.

15. Technical Proposal Format and Content

Unless 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

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 demonstrate the Proposer’s response to the Terms of Reference by identifying the
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; or
iii. 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 Proposals

The 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; or
b) any one of them receive or have received any direct or indirect subsidy from the
other/s; or
c) they have the same legal representative for purposes of this RFP; or
d) 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 Association

If 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.

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 If a joint venture’s Proposal is determined by UNDP as the most responsive Proposal that
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 Proposals

Unless 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 Period

Proposals 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 Conference

When 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.

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 23.2 Proposers must submit their Proposals in the manner specified in the Data Sheet
(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 Proposals

Proposals 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 Proposals

25.1 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

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 Proposers.
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 Opening

UNDP 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. Confidentiality
Information 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 Proposals
UNDP 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 Proposals

29.1 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;

15
 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 Proposals

To 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 Proposal

UNDP’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 Omissions

Provided 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
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

16
 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 Proposals
UNDP 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/protestandsan
ctions/ for details).

34. Award Criteria

Prior 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 Award

At 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.

36. Contract Signature

17
 Within 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 Security

A 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 Payment

Except 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 Protest

UNDP’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/protestandsan
ctions/

18
 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 Cross
No.2 Ref. to Specific Instructions / Requirements
Data
Instruct
ions

1 Project Strengthening the Institutional and Financial

Project Title: Sustainability of the National Protected Area System –
PARCS project

2 Design and implementation of a modern and robust

centralized Financial Management Information System
Title of Services/Work:
(FMIS) in accordance with a Beneficiary requirements and
the relevant legislation.

3 Country / Region of Work Croatia

Location:

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

Shall not be considered
Alternative Proposals

7 C.22 A pre-proposal conference will Opportunity to ask additional explanations through question
be held on: and answer session.
Time: 10.00 hours
Date: 14 November, 2016
Venue: by Skype
The UNDP focal point for the arrangement is:
Jasmina Stipula, Administrative Associate

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 3rd column must state “N/A” but must not be deleted.

19
 Address: Lomnička 2, 10000 Zagreb
Telephone: 00 385 1 2361 652
E-mail: jasmina.stipula@undp.org

8 C.21 Period of Proposal Validity

commencing on the submission 90 days
date

9 B.9.5 Proposal Security Required

C.15.4 Amount: 50,000.00 HRK
b) Form: Bank Guarantee

10 B.9.5 Acceptable forms of Proposal Bank Guarantee (See Section 8 for template)
Security 3

11 B.9.5 Validity of Proposal Security 120 days from the last day of Proposal submission.
C.15.4
a) Proposal Security of unsuccessful Proposers shall be
returned.

12 Advanced Payment upon signing Not allowed

of contract

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, Preferred Currency of Proposal x Local Currency HRK

C.17 b) and Method for Currency
conversion Reference date for determining UN Operational Exchange
Rate: Date of proposal submission

16 B.10.1 Deadline for submitting Questions may be send via e-mail to the following e-mail
requests for clarifications/ account: jasmina.stipula@undp.org not later than 14
questions November, 2016

17 B.10.1 Contact Details for submitting Focal Person in UNDP: Jasmina Stipula
Address: Lomnička 2, 10000 Zagreb

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.

20
 clarifications/questions4 E-mail address dedicated for this purpose:
jasmina.stipula@undp.org

18 B.11.1 Manner of Disseminating Direct communication to prospective Proposers by email

Supplemental Information to
the RFP and
responses/clarifications to
queries

19 D.23.3 No. of copies of Proposal that Original: 1

must be submitted Copies: 1

20 D.23.1 Proposal Submission Address UNDP

D.23.2 Lomnička 2, 1st floor
D.24 10000 Zagreb

21 C.21 Deadline of Submission Date and Time:

D.24 22 November 2016 12:00 PM

22 D.23.2 Allowable Manner of Submitting Courier/Hand Delivery

Proposals

23 D.23.2 Conditions and Procedures for NOT ALLOWED

D.26 electronic submission and
opening, if allowed

24 D.23.1 Date, time and venue for N/A

opening of Proposals

25 E.29.2 Evaluation method to be used in Combined Scoring Method, using the 70%-30%
E.29.3 selecting the most responsive distribution for technical and financial proposals,
F.34 Proposal respectively, where the minimum passing score of
technical proposal is 70% of total technical score.

26 C.15.1 Required Documents that must Tax Registration/Payment Certificate issued by the
be Submitted to Establish Internal Revenue Authority evidencing that the Proposer is
Qualification of Proposers (In updated with its tax payment obligations, or Certificate of
“Certified True Copy” form only) Tax exemption, if any such privilege is enjoyed by the
Proposer.

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.

21
 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 Company Profile, which should not exceed fifteen (15)
be Submitted to Establish pages, including printed brochures and product catalogues
Eligibility 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 As described in Section 12

Proposal (only if different from
the provision of Section 12)

29 C.15.2 Latest Expected date for 01 January 2017

commencement of Contract

30 C.15.2 Expected duration of contract Expected duration of the contract:

(Target Commencement Date 12 months 01 January 2017 - 01 January 2018
and Completion Date)

22
 31 UNDP will award the contract One Proposer only
to:

32 E.29.2 Criteria for the Award of Evaluation Criteria Tables below

F.34 Contract and Evaluation of
Proposals

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 UNDP’s receipt of Performance Guarantee

Contract Effectively

35 Other Information Related to The one payment will be done upon delivery of the Design
the RFP5 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.

23
 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.

24
12 All or major application transactions/processes shall be logged
and audited.

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.

25
 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: Zagreb
Starting date: January 01, 2016
Duration: 12 months

DESCRIPTION AND OBJECTIVES OF THE PROJECT

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 areas
2) 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.

OBJECTIVES OF THE FIRST PROJECT COMPONENT

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.

1
OBJECTIVES OF THE ASSIGNMENT

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.

DURATION OF THE WORK

Deadline for finishing all tasks is 12 months from signing the Contract. The system shall be in production
work starting January 1st 2018.

LOCATION OF THE WORK

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)

2
MINIMAL CRITERIA REQUIRED FOR THE PROPOSER AND THE KEY PERSONEL
REQUIRED

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 Manager
Project 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 consultant
Lead 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 1
Business 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 2
General 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 developer
General 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.

PROPOSED FINANCIAL MANAGEMENT SOLUTION FOR PUBLIC INSTITUTIONS (PIS)

NATIONAL AND NATURE PARKS

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.

3
Table 1 Financial management and accounting systems in use
User 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
Nature park Velebit None (external services)
Nature park Biokovo
National park Krka
National park Sjeverni Velebit
National park Risnjak
National park Kornati
National park Paklenica SW Solutuion(s) type 8
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 which

4
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 classification
o Bottom up approach – parks prepare financial plan without any limit from MENP
 Using the web interface (internet) when creating:
o Budget plan
o 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 ago
o based on the revisions (amending budget)
 Creating a financial plan that includes:
o revenue plan
o expense plan
 Budget planning at the mandatory budgetary classifications:
o programs / projects / activities,
o economic classification
o functional classification
o 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

5
  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 partners
o Bank data
o Accounts (Giro accounts)
o Accounting periods
o Exchange rate list
 Input and maintenance of master data for invoicing:
o Classification
o Comments templates
o Services by business partners
o Discounts by partners/places of costs/services
o 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

6
 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 form
o 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

7
 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 document
o Preparing payment order through collective order
o 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 order
o 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-banking
o 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 document
o Reduction of total available amount of the payment document at the next payment
 Summary of payments

8
 o Payment list with reference number
o Payment list by different criteria (date, status - open/closed, Giro account, accounts, etc.)
 Reports
o Incoming and outgoing documents
o Accounts payable
o Accounts receivable
o Incoming and outgoing invoices
o Open and closed transactions by budget plan items
o Open customer invoices
o Customer invoices past due
o Bad debts
o Internal account statement
o Customer invoice transaction
o Invoice journal
o 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 catalogue
o business partners
o types of payment
o 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 classification
o Material nomenclature

9
 o Warehouse data
o Barcode stamps design
o Declaration design
o Organization of the institution
 Locations
 Positions
o Cost centers
o Business partners
o Accounts
o CPV vocabulary
 Inventory documents processing
o Initial inventory data
o Inventory data for multiple warehouses
 Record goods receipts and goods issues, and track stock transfers between warehouses - incoming
and outgoing documents processing
o Goods receipt
o Internal goods receipt
o Transfer posting
o Transfer order
o Purchase order
o Supplier order
o Goods issues
o Sales order
o Loan / return
o Request for reservation
o Return to vendor
o Return from cost center
o Proposal for write-off
 Settlement documents processing
o URE
o Calculation
o 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 list
o Initial quantities
o 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
o nomenclature of fixed assets and small value assets (categories)

10
 o depreciation groups nomenclature
o 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 procurement
o Receiving, processing, deletion and cancellation of bids
o Input, edit and deletion of contracts
 Storing documents (by type of document) in DMS system in accordance with

11
 o Regulation on Office management
o Law on Public Procurement
o 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 lifecycle
o 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 contract
o Ending of the probationary period
o 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 leave
o 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 attendance
o 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

12
 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 lists
o JOPPD form
o Salary Recapitulation
o 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 positions
o Employee resumes
o Time off analysis (annual leave, sick leave, etc.)
o Payroll summary reports
o Refunds for sick leave report
o 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

13
NON-FUNCTIONAL SPECIFICATION

Availability /Reliability/Right Management

The 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.

Compatibility
The 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 specification

number of operating Internet
processor type memory
workstations system speed
WIN 7 (6),
Intel Pentium (10), 1 GB (1), 2
WIN8.1 (2),
NP BRIJUNI 13 Intel core i3 (2), GB (8), 4 GB 60/10 Mb/s
WIN10 (1),
Intel Celeron (1) (4)
WIN XP (3)
WIN 7 (1), 4 GB (1) 8 GB
NP KORNATI 2 Intel Pentium i5 (2) 60/10 Mb/s
WIN 10 (1) (1)

WIN 7 (11), Intel i5 (9), Intel i3 4 GB (11), 1

NP KRKA 13 100/100 Mb/s
WIN XP (2) (2), Intel Core 2 (2) GB (2)

WIN 8 (1), Intel i3 (1), Intel 4 GB (1), 8

NP MLJET 2 2/0,5 Mb/s
WIN 10 (1) core i3 (1) GB (1)

NP PAKLENICA 1 WIN 8.1 Intel core i5 8 GB 10/0,5 Mbs

WIN 7 -(26), Intel Core i3 (25), 2 GB (17), 4

NP PLITVIČKA
30 WIN 8 (3), Intel Core i7 (3), GB (10), 16 50/50 Mb/s
JEZERA
WIN 8.1. (1) E5400 (2) GB (3)

NP RISNJAK 4 WIN 8.1 (4) Intel Core i3 (4) 4 GB (4) 4/0,5 Mb/s

14
 number of operating Internet
processor type memory
workstations system speed

NP SJEVERNI
1 WIN 7 Intel Core i3 4 GB 5/0,5 Mb/s
VELEBIT

PP BIOKOVO 2 WIN 7 Intel procesor 2 GB 4/0,5 Mb/s

PP KOPAČKI
2 WIN 10 (2) Intel Core i7 (2) 8 GB (2) 14/1 Mb/s
RIT
Pentium r dual
PP core CPU e5800
4 GB (1), 2
LASTOVSKO 1 WIN 10 (2) (1), Pentium (R) 100/100 Mb/s
GB (1)
OTOČJE dual core CPU
e5500 (1)
PP LONJSKO
1 WIN 7 Intel Core i5 4 GB 7/0,8 Mb/s
POLJE

PP Intel Core 3,2 GHz 10 Mb/s/ 756

2 WIN 7 (2) 4 GB (2)
MEDVEDNICA (2) kb

PP PAPUK 1 WIN 7 Intel Core i3 4 GB 7/1.2 Mb/s

Intel Pentium (2),

WIN 7 (1), 2 GB (2), 4
PP TELAŠĆICA 5 Intel Core (2), Intel 20/1 Mb/s
WIN10 (4) GB (3)
Celeron (1)

PP UČKA 1 WIN 10 Pro Intel Core i3 4 GB 7/1 Mb/s

WIN 10 (1), Intel Pentium (1),

PP VELEBIT 2 4 GB (2) 10/0,6 Mb/s
WIN 7 (1) Intel Core (1)

PP VRANSKO
1 WIN 7 Intel Core i5 4 GB 60/10 Mb/s
JEZERO
PP ŽUMBERAK
-
1 WIN 7 PRO AMD A4-5000 4 GB 4/0,5 Mb/s
SAMOBORSKO
GORJE

Proposer should describe how they will meet the compatibility requirements.

15
 Roll-out
The 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

Budget
planning
Accounting Budget Cash Asset Material
LOCATION / Procure HR and Office and
and financial Retail accoun manageme manage manage
MODULE ment payroll management execution
management ting nt ment ment
(Web
module)
NO NO
NO (other NO (other (other (other NO (other
NP Brijuni YES system - YES system - system - NO YES system - system - YES
integration) integration) integratio integratio integration)
n) n)

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
YES YES YES YES YES YES YES YES YES YES
Paklenica
NO
NO (other NO (other (other NO (other
NP Plitvička
YES system - YES system - YES NO YES system - system - YES
jezera
integration) integration) integratio integration)
n)
NO (other NO (other
NP Risnjak YES system - YES system - YES YES YES NO NO YES
integration) integration)
NP Sjeverni
YES YES YES YES YES YES YES YES YES YES
Velebit

PP Biokovo YES YES YES YES YES YES YES YES YES YES

PP Kopački
YES YES YES YES YES YES YES YES YES YES
rit
PP
Lastovsko YES NO YES YES YES YES YES YES NO YES
otočje
PP Lonjsko
YES YES YES YES YES YES YES YES YES YES
polje
PP
YES NO YES YES YES YES YES YES NO YES
Medvednica

16
 Budget
planning
Accounting Budget Cash Asset Material
LOCATION / Procure HR and Office and
and financial Retail accoun manageme manage manage
MODULE ment payroll management execution
management ting nt ment ment
(Web
module)
PP Papuk YES YES YES YES YES YES YES YES YES YES

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
YES YES YES YES YES YES YES YES YES YES
jezero

PP Telašćica YES YES YES YES YES YES YES YES YES YES
PP
Žumberak-
YES NO YES YES YES YES YES YES NO YES
Samoborsko
gorje

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.

Integration
The 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 - MF

The 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 system

The 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.

17
At least, following functionalities need to be enabled via integration module (web services):
- Mater data exchange
o Business partners
o Services
o Price of services
o Types of payment
o VAT tariff numbers
o Discounts
- Invoice for services exchange
o Customer data (business partner)
o Document date, delivery date, due date
o Information on service’s group revenue
- Invoice items exchange
o Cash turnover exchange
o Customer data (business partner)
o Document date, delivery date, due date
- Classification by:
o Operator
o Point of sale (store)
o Types of income
o 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 locations

On 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

Integration with other
LOCATION
systems
HoReCa, retail, cash
NP Brijuni management, office
management
HoReCa, electronic ticketing
NP Krka
system
HoReCa, retail, cash
management, office
NP Plitvička management, parking
jezera services, sport recreation
centre, HR and payroll,
office management
NP Mljet electronic ticketing system
NP Kornati electronic ticketing system

18
 NP Paklenica electronic ticketing system
PP Telašćica electronic ticketing system
PP Biokovo electronic ticketing system
retail, cash management, HR
NP Risnjak 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 system
On 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 partners
o Services
o Price of services
o Types of payment
o VAT tariff numbers
o Discounts
- Cash turnover exchange
o Customer data (business partner)
o Document date, delivery date, due date
o Cash turnover classification by
 Operator
 Point of sale (store)
 Types of income
 Date
o Warehouse discharge exchange
- Payment exchange by
o Payment accounts
o Documents
o 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.

19
Office aministration system
The 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 Parties
o Types of document
o Clerks
o Case status
o Document status
o Classification level
- Office management data exchange
o Cases
o Documents
o Files
o Document recipient

The Proposer must implement integration with third-party Office administration system on user locations
according to Table 4.

Change management
The 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.

PROJECT PLAN

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.

DATA MIGRATION AND INITIAL INPUT

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 preparation
must be done in a way that ensures that all financial reports from the previous years will be available to

20
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.

DATA BACKUP AND DATA ARCHIVAL

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.

EDUCATION

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

WARRANTY

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.

MAINTENANCE AND SUPPORT

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
system stabilization and such issues shall be addressed in time to ensure that service delivery
through proposed software is not affected.

21
 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 user
c. Helpdesk support shall be provided on from 8 AM to 18PM for 5 Days per week

Table 5 Priority table

Response Resolution
PRIORITY Description time time

Business service is stopped or so severely

Priority level 1 - Critical impacted that the customer cannot 30 minutes 2 hours
reasonably continue work.

Business service is functioning with

limited capabilities or is unstable with
Priority level 2 - Urgent 1 hour 8 hours
periodic interruptions. The software may
be operating but is severely restricted.

Business service is unavailable but a

workaround exists and the majority of
functions are still useable. Minor
Priority level 3 - Normal function/feature failure that the user can 4-8 hours within 2 days
easily circumvent or avoid. Customer's
work has minor loss of operational
functionality.

Minor problem or question that does not

affect the software function such as How
To's, documentation, general questions,
Priority level 4 - Low 2 days 1 week
or enhancement requests. There is no
impact to service usage or user’s
operations.

22
CHANGE REQUESTS

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

FURTHER MAINTENANCE SERVICES

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.

HOSTING SERVICES

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.

23
 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.

Page 1 of 101
 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]

Page 2 of 101
 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.

Page 3 of 101
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.

Page 4 of 101
 Joint Venture Partner Information Form (if Registered)8
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.

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.

Page 5 of 101
☐ In case of government owned entity, documents establishing legal and financial autonomy and compliance
with commercial law.

Page 6 of 101
 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/ ORGANISATION

This 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 Client Contract Period of Types of Status or Date References

project Value activity activities Completed Contact Details
undertaken (Name, Phone,

Page 7 of 101
 Email)

SECTION 2 - APPROACH AND IMPLEMENTATION PLAN

This 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.

Page 8 of 101
2.10. Other: Any other comments or information regarding the project approach and methodology that will
be adopted.

Page 9 of 101
 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 Job Title and Activities
organisation, if applicable: undertaken/Description of
actual role performed:
e.g. June 2004-January 2005
Etc.
Etc.
References no.1 (minimum of Name
3): Designation
Organization
Contact Information – Address; Phone; Email; etc.
Reference no.2 Name
Designation
Organization
Contact Information – Address; Phone; Email; etc.
Reference no.3 Name
Designation
Organization
Contact Information – Address; Phone; Email; etc.
Declaration:

Page 10 of 101
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

Page 11 of 101
 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 1
2 Data migration and Service 1
preparation
3 Data backup and archiving Service 1
4 Maintenance and support Service 1
5 Education Service 1
6 Warranty Service 1
7 Change requests man/day 30
8 Hosting services month 12
TOTAL:

9
No deletion or modification may be made in this form. Any such deletion or modification may lead to the
rejection of the Proposal.

Page 12 of 101
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 Total Period of No. of Personnel Total Rate for the
per Unit of Engagement Period
Time (e.g., day,
month, etc.)
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 2
II. Out of Pocket Expenses
1. Travel Costs
2. Daily Allowance
3. Communications
4. Reproduction
5. Equipment Lease
6. Others
III. Other Related Costs

Prices should be VAT inclusive but indicated separately

Page 13 of 101
 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; or
d) 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 .........................................................................................................

Page 14 of 101
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 .........................................................................................................

10If 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

Page 15 of 101
Address .................................................................................................................

Section 10: SOFTWARE LICENSE AND SERVICES AGREEMENT

UNDP MODEL
SOFTWARE 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 i
Master 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 ______.”
Page 16 of 101
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. CONTRACT TERMS
This 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:
1. UNDP Special Conditions for Software Agreements (“Annex A”);

13 Depending on the case, territory may be defined differently.

Page 17 of 101
 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 _________.

PART II
LICENSE TO AND [CUSTOMIZATION OF,] [CONFIGURATION OF,] DELIVERY, INSTALLATION
AND TESTING OF THE SOFTWARE SYSTEM(S)

3. SOFTWARE SYSTEM
( 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. LICENSE
(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 18 of 101
 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. LIMITATIONS ON LICENSE
(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.

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 S T A L L A T 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

Page 19 of 101
 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.

(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.

8. A C C E P T A N C E : 16 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

15
The installation period may be shorter or longer depending on the agreement.
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.
Page 20 of 101
 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. SOURCE CODE ESCROW

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 iii
PRICE AND PAYMENT

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 iv

17
Change currency as appropriate.
Page 21 of 101
LICENSOR’S WARRANTIES

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.

(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

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 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
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 V
liability of the parties

12. L I M I T A T 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

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 INDEMNIFICATION OBLIGATIONS ARISING UNDER ARTICLE 1 OF ANNEX A, OR TO DAMAGES
RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE LICENSOR.

PART VI
ownership

13. T I T L E A N D P R O T E C 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
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 vii
miscellaneous provisions

14. T E R M A N D T E R M I N A T 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 O T 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

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 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 R V I V A 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 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

18
Insert title of authorized UNDP representative.
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(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
paid by check to the attention of [UNDP’s Chief Information Officer]20, at [the address noted
in the first paragraph herein]21.

19
Insert title of authorized representatives.
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 [Licensor Name]

PROGRAMME

Authorized Signature Authorized Signature

[Printed Name and Title] [Printed Name and Title]

Date Date

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Annex A
SPECIAL 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 litigation

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 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 Licensor to provide

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 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.
Page 31 of 101
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 B
UNITED 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-CONTRACTING
In 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

The Contractor warrants that no official of UNDP or the United Nations has received or will be

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 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.

9. ENCUMBRANCES/LIENS

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 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.

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

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 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 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

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 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
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

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 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

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 C
SUPPORT 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 Changes

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 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 D
SOURCE 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”).

WITNESSETH

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. DEFINITIONS
Except 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 panel

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 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 1
Price 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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