United Nations Children's Fund UNICEF Office Dushanbe Telephone 37/1 Bokhtar Street Facsimile DUSHANBE Email [email protected] ______Tajikistan www.unicef.org/tajikistan
REQUEST FOR PROPOSAL
LRFP-2021-9168203 25 July 2021
UNITED NATIONS CHILDREN'S FUND (UNICEF)
Wishes to purchase
Technical assistance for Independent Data Verification (IDV) process o f the Health Services Improvement Project (extended till 25/07/2021)
______REQUEST FOR PROPOSAL Page 1 of 22 LRFP-2021-9168203 ______THIS REQUEST FOR PROPOSAL HAS BEEN: ______
Prepared By:
Takhmuras Kanoat
Verified By:
______Bahrom Abdoulhakov
______REQUEST FOR PROPOSAL Page 2 of 22 LRFP-2021-9168203 ______
BID FORM BID FORM must be completed, signed and returned to UNICEF. Bid must be made in accordance with the instructions contained in this INVITATION. TERMS AND CONDITIONS OF CONTRACT Any Purchase Order resulting from this INVITATION shall contain UNICEF General Terms and Conditions and any other Specific Terms and Conditions detailed in this INVITATION. INFORMATION Any request for information regarding this INVITATION must be forwarded by email to the attention of the person who prepared this document, with specific reference to the Invitation number. The Undersigned, having read the Terms and Conditions of INVITATION No. LRFP-2021- 9168203 set out in the attached document, hereby offers to execute the services specified in the Terms and Conditions set out in the document.
Signature: ______Date: ______
Name & Title: ______Company: ______Postal Address: ______
Tel No: ______Fax No: ______E-mail Address: ______Validity of Offer: ______Currency of Offer: ______
Please indicate after having read UNICEF Price & Discount stated in the Specific Terms and Conditions, which of the following Payment Terms are offered by you: 10 Days 3.0%______15 Days 2.5%______20 Days 2.0%______30 Days Net______Other Trade Discounts______
______REQUEST FOR PROPOSAL Page 3 of 22 LRFP-2021-9168203 ______
Incoterms&DeliveryRequested LeadTime&RelatedCharges Packing Unit : Dimension...... x...... x...... cm Weight...... kg Volume...... cbm Total: Dimension...... x...... x...... cm Weight...... kg Volume...... cbm
______REQUEST FOR PROPOSAL Page 4 of 22 LRFP-2021-9168203 ______
SPECIFIC TERMS AND CONDITIONS
Termsof Reference
Technical assistance forIndependent Data Verification (IDV) process of the Health Services Improvement Project
Consultancy mode: National Typeof Contract: Institutional Location: Dushanbe, Tajikistan Duration of Contract: 28 months within the period of July 2021 - November 2023
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In 2014-2019, the Ministry of Health and Social Protection of Population (MoHSPP) of Tajikistan implemented the WorldBank’s (WB) financed Health Services Improvement Project (HSIP) in the ten selected districts in Khatlon, RRS, and Sughd regions of the country. Theproject w a s extended fortwo morey e a r s . Theprepapration process and the signing of the agreement took time and the actual implementation of the project commenced as of April 2021.
TheHSIP objective is to contribute to the improvement of the coverage and quality of basic primary health care (PHC) services i n the selected districts. Theproject aims at improving maternal and child health services in primary health care facilities. PHC facilities. PHC providers also benefit fromthe HSIP through improved PHC capacity and performance-based incentive payments.
Theproject has three maincomponents:
CCC ooo mmm ppp ooo nnn eee nnn t 111: Performance-Based Financing (PBF)
Under the PBF pilot, only the firstlevel PHC facilities which are rural health centers and health houses, are eligible to receive a performance-based payment each quarter based on the quality and quantity of specific services delivered. Thel i s t of services to be included i n the performance incentive package include: complete immunization of children aged one year; child growth monitoring and nutrition counseling; mother and newborn postnatal check; detection and treatment of hypertensive patients; and home visiting.
TheState Health and Social Protection Supervision Service (SHSPSS) quarterly will be checking (verifying) the accuracy of the data reported by the RHCs and HHs facilities as w e l l as the quality of the delivered services. Based on the verification outcomes, PBF payments will be madeto RHCs/HHs. These payments are supplementary to the funds routinely received from the state budget. The aim of such payments i s to increase staff motivation, as w e l l as improve the quality of services, as incentives are provided to the staff of pilot health facilities fortheir performance and forimproving service delivery in RHCs/HHs and improve the health of the population.
In addition to the firstlevel internal verification, independent third-party verification is done semi-annually to conduct an audit of the PHC claims and internal verification as w e l l as to assess on a sample basis whether beneficiaries received services as reported and their perceptions of services. UNICEF Tajikistan is contracted to provide technical assistance forthis independent verification.
CCC ooo mmm ppp ooo nnn eee nnn t 222::: Primary Health Care Strengthening. This component aims to improve the capacity and quality of health services provided by the PHC network providers through training/retraining pilot facilities staff i n FamilyMedicine, Immunization, Maternal and Child Health (MCH), and health care w a s t e management (HWM). ThePHC facilities will be equipped w i t h required medical equipment, ______REQUEST FOR PROPOSAL Page 5 of 22 LRFP-2021-9168203 ______
medical bags and solar panels. CCC ooo mmm ppp ooo nnn eee nnn t 333::: Project Management, Coordination, and Monitoring & Evaluation are activities and expenses associated w i t h the Project implementation and management at the central, oblast, and district levels. TheMoHSP is the mainagency responsible forthe HSIP implementation, coordination, M&E, training, and approval of PBF payments.
Project coverage and duration:
Theproject focuses on the improvement of maternal and child health services i n primary health care (PHC) facilities in ten districts of Khatlon (Yavan, J.Balkhi, Farkhor, Kubodiyon districts) Sughd (Spitamen, J.Rasulov, Devashtich, Mastchoh districts), and RRS (Fayzabad) provinces and further PBF expansion from the second half of 2021 i n newly selected 6 districts (Kushoniyon, Kulyab, Khamadoni, A.Jomi in Khatlon Region, Zafarobod district in Sughd Region and Darvaz district in GBAO). In total, the PBF scheme will be implemented 16 pilot districts. Theestimated project implementation period is 28 months, starting 15 July 2021 until 15 November 2023.
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UNICEF i s responsible for leading the semi-annual independent data verification (IDV). External verification looks at the quantity and quality of services. Thisis implemented i n a randomly selected sample of (30%) PHC facilities w i t h a view to ensuring that facilities report results correctly. Main tasks of the independent verification are to: i. Conduct audit of SHSPSS’s quantity and quality verification outcomes (verify that SHSPSS has done its work properly); For this, verification of the quantity of service reported by PHC facilities and facility quality scores are conducted on a sample basis, using the same methodology used by State Agency (e.g., checking facility records to assess concordance between reports of PBF performance and facility registers, administering a checklist forquality assessment); ii. Conduct a patient tracing survey(verify that patients forw h o m PBF claims are prepared actually exist and had utilized the services) # this includes home visits to a randomly selected sub-sample of PBF beneficiaries to ver i f y receipt of services. iii. Conduct a light satisfaction survey among patients w h o are randomly selected forthe patient tracing survey. Results from the semi-annual independent verification w o u l d be provided to the MoH fortheir review, acceptance and follow-up.
Thepurpose of this consultancy service i s to implement the Independent Data Verification (IDV) of PBF in the project-targeted areas under UNICEF supervision. Theconsulting firmwill be responsible for recruiting and training data collectors (auditors), collecting and analyzing IDV quantitative and qualitative data.
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Instruments to be used forindependent data verification (IDV)
UNICEF will provide the consulting firm the PBF guideline and a Manual for internal and independent verification of quantitative indicators at primary health care facilities. Whilethe IDV instruments will be finalized in fullcompliance w i t h the internal verification tools of State Agency, the preliminary l i s t of the IDV tools include the following:
IIIDDDVVV III nnnsss ttt rrr uuummmeeennnttt ::: QQQ uuu aaa nnn t i t aaa t i vvv eee DDD aaa t aaa aaa uuu ddd i t Purpose: To verify the accuracy of the reported quantitative indicator, using the same verification methodology as the State Agency Estimated time required forverification: 120 minutes per indicator i n Rural Health Centre (DHC/RHC); 60 minutes per indicator forHealth House (HH) ______REQUEST FOR PROPOSAL Page 6 of 22 LRFP-2021-9168203 ______
Number of respondents/checks per facility: All reported cases per each indicator Indicators: 1,2,3,4,5,6,7
IIIDDDVVV III nnnsss ttt rrr uuummmeeennnttt ::: HHH eee aaa l t hhh FFFaaaccciii lll iii ttt yyy AAA sss sss eee sss sss mmm eee nnn t Purpose: Verify reported quality assessment, using the check list: (i) administration, i i ) hygiene& sterilization, iii) reception room # general, iv) laboratory services, v) essential drugs, vi ) medical supplies for emergency, vii) health management information system, viii) maintaining medical records, ix) quality of immunization services, x) quality of identification of malnutrition, xi) quality of clinical care # child health (diarrhea, ARI), maternal health (postpartum care) and quality of NCDs Estimated time required for verification: 120 minutes forDHC/RHC and 60 minutes for HH Number of respondents/checks per facility: 30% of DHC/RHCs and 30% of HHs Indicators: Facility quality scores
IIIDDDVVV III nnnsss ttt rrr uuummmeeennnttt ::: PPP aaa t i eee nnn t I nnn t eee r vvv i eee www Purpose: Verify service utilization, quality of services received and overall satisfaction with services under question Estimated time required forverification: 30 minutes per household Number of respondents/checks per facility: 5 households per each sampled facility; - Women after delivery (1); - Mother with the child <1 y e a r s old (1); - Mother/caregiver with the child 1-5 years old (1); - Adult diagnosed w i t h Hypertension (1) - Household members (1) Indicators: Verify utilization and service quality as per indicators
Note: Presently agreed indicators: 1. Number of children < 13 months fully vaccinated; 2. Number of children aged 0#24 months w h o s e weight and height w e r e measured according to the recommended growth chart and w h o s e parents w e r e counselled on proper nutrition and childcare; 3. Number of children under fivew i t h detected malnutrition whose parents were counselled on proper nutrition and childcare and w h o show a positive dynamics; 4. Number of mothers w h o received firstpostnatal patronage visit at home within the firstthree days after discharge from the Maternity House; 5. Number of newly detected and registered hypertensive patients w h o w e r e diagnosed according to the MoHSP-approved national clinical protocol 6. Number of patients aged 17+ diagnosed with hypertension and receiving treatment according to the MoHSP clinical protocol 7. Number of households’ visits madeby health personnel during the verification period (podvorovoy obkhod).
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TheAssignment includes the following required tasks:
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TheFirm selects verification teams foreach cycle of independent verification against the following criteria: all team members musthave a) medical background, especially as a familydoctor, internist, pediatrician, and gynecologist; b) w o r k experience at PHC facilities; c) basic knowledge of Family Medicine and the current PHC system; and d) knowledge of the PBF methodology. ______REQUEST FOR PROPOSAL Page 7 of 22 LRFP-2021-9168203 ______
TheFirm should recruit field teams during the implementation period as follows: # Sougd: 3 teams # Khatlon: 5 teams # RRS: 1 team # GABO: 1 team
Each fieldteam should be comprised of: # (1) Team Supervisor- Certified FamilyPhysician # (2) Interviewer - Pediatricians # (2) Interviewer # Certified Obstetrician/Gynecologist
Theconsulting firmshould maintain a roster of alternative interviewers to be deployed w h e n deemed required.
DDD eee l i vvv eee r aaa bbb l eee 111::: Roster of recruited personnel and alternative interviewers w i t h their corresponding qualifications
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Thecontractor will be responsible forthe provision of the comprehensive general training and refresher training to the respective IDV team members before each of the semi-annual IDV fieldw o r k .
Thetraining should be scheduled a w e e k prior to the planned IDV fieldwork. The duration of the refresher trainings should be keptto no less than three days: the firsttwo days to get familiar w i t h the tools and changes i n the independent verification methodology (if any); the third is a practical exercise, i.e., they conduct independent verification in health facilities that have not been sampled for independent verification during that cycle
Thetraining program should include: · Theoretical Training # The refresher training should include the review of theory of each question in order forthe interviewers to fullyunderstand the objective of each question. · Classroom practice # Training should include individual and group exercises forthe interviewers to get familiar w i t h the practice of asking questions and filling the tool. Thispart of the training mayinclude in class demonstrations, where the instrument i s projected, and one interviewer completes the questionnaire in frontof the class. · Practical Application # This type of training will be considered in two cases: i) at the beginning of the project before the firsttwo rounds of the IDV, and i i ) if the interviewers change over the course of project implementation. In both cases, all IDV team members should attend the training. Thiswill serve the purpose of sharing experience and knowledge accumulated by old team members to the newcomers. For this type of training after the theoretical and classroom practices, the IDV teams should go to the field to administer the fullquestionnaire to a small number of facilities (outside of the sampled facilities). · Evaluation: Following the training, the IDV team members should be evaluated based on their understanding of the IDV instruments and ability to correctly record data using the same test scenarios as used i n the classroom practice. Thetraining period should conclude once the fieldteams demonstrated mastery of the designated tasks.
DDD eee l i vvv eee r aaa bbb l eee 222::: Training report w i t h vi s ua l materials (photos) and report of the final evaluation
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TheFirm should ensure the provision of all required materials and supplies forthe fieldwork, such as but not limited to: ______REQUEST FOR PROPOSAL Page 8 of 22 LRFP-2021-9168203 ______
FIELDWORK DOCUMENTS · Copies of the Field Manual foreach IDV team members · Maps showing the location of all sampled facilities and all eligible communities within the catchment area · Letters of introduction to local authorities and health facilities · Survey instruments in appropriate languages, including extra copies i n case of wrong recording and including consent forms · Field Supervisor’s Facility TallySheet and Interviewer’s Matrix forData Collection
SUPPLIES · Tablets · Blue pens forinterviewers · Red pens and Green pens forthe field supervisor · Clipboards, notepads, blank paper · Plastic folders and rubber bands forcompleted questionnaires · Carrying bags · Cell-phone deposit cards · Funds fortransport arrangements
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TheUNICEF will provide the Firm with the list of PHC facilities forsampling. 30 percent of DCHC/RHCs and 30 percent of HHs need to be randomly selected of all PBF facilities i n each district. Facilities need to be randomly assigned i n the quarter forw h i c h the IDV verified their reports # 50% forquarter 1 and 50% forquarter 2 of the ver i f ie d period. Based on this, i n consultation w i t h UNICEF, the consultancy Firm needs to propose a robust plan forselecting the health facilities for the planned w a v e and submitting forapproval.
DDD eee l i vvv eee r aaa bbb l eee 333::: WrittenHealth Facility Sampling Plan forthe planned IDV w a v e , approved by UNICEF.
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Twomonths prior to each semi-annual IDV wave, the Firm has to develop the Field WorkPlan and submit it to UNICEF forapproval. Thefield procedure plan should outline in detail all aspects of the field w o r k to be conducted by the IDV Firm:
· Schedule of all IDV activities for the subject IDV w a v e · List of sampled health facilities by type of facility, by Oblast and Rayon · Composition of the field teams · Expected tasks, responsibilities and a schedule of delivery of each member of the team. · Training/refreshment training evaluation results of the team members · Planned number of days per facility · Transportation and lodging logistics · Supervision and spot check plans to ensure adherence to data collection protocols and confirm the quality of data collection and entry · Protocols and procedures foraddressing data inconsistencies/miss-reporting w h e n identified · Paper questionnaires and data transmission protocols · Outline of the IDV Report and submission date.
TheFirm mustthen implement the IDV, adhering as closely to the plan as conditions allow.
DDD eee l i vvv eee r aaa bbb l eee 444::: Written Field WorkPlan approved by UNICEF
666... DDD aaa t aaa EEEnnntttrrryyy PPPrrrooogggrrraaammm ______REQUEST FOR PROPOSAL Page 9 of 22 LRFP-2021-9168203 ______
TheFirm mustdevelop a robust data entry program to be approved by UNICEF. In addition, the data entry program should be supplemented by data entry protocol, data transmission protocol and the data set dictionary w i t h all variables labeled and defined. It should be noted that the project establishes its own database w h e r e Rayon PHC (on behalf of PHC facilities), State Agency, and the IDV Firm will enter the reported / verified data directly but i n separate modules. As mostof the independent data verification follows the same verification methodology used by State Agency, it is imperative to ensure the compatibility between the data entry program to be developed by the firmand the project database.
DDD eee l i vvv eee r aaa bbb l eee 555::: a) Data Entry program, b) Data entry protocol, c) Data transmission protocol and d) data set dictionary
A successfully completed sample location includes the following: · Complete Dataset fromeach sampled facility · Field Coordinator’s report that documents: · Dates of arrival and completion of each health rayon cluster of health facilities · Any notable difficulties and/or deviations fororiginally approved plan · Any other notable occurrences
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TheFirm is responsible forproducing:
IDV Final Report (for the subject IDV w a v e ) # containing the technical report and IDV final narrative report.
Thefinal IDV narrative report should include the following sections: 1) short introduction; 2) methodology; 3) findings, in particular, any discrepancies w i t h the reports of the health facility and possible explanations forthose; 4) discussions on findings; 5) recommendations i f any and finalscoring table (as per methodology) foreach facility audited. The Teami s responsible for reviewing the final report based on the comments and recommendations provided by UNICEF.
DDD eee l i vvv eee r aaa bbb l eee 777::: Final IDV reports per each w a v e All deliverables should be provided in both English and Tajiklanguages.
Communication w i t h Participants, UNICEF and the Project Administration Group
Thelocal firm should w o r k collaboratively and communicate clearly w i t h UNICEF and other key stakeholders. Thisincludes: · Workingin a collaborative, respectful, and sensitive manner with project participants (including those in PHC facilities) · Maintaining clear, ongoing communication with the UNICEF team about the progress of the data collection, including regular reports as agreed · Participating in regular team meetings w i t h the keystakeholders
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Thereview will be guided by UNEG Ethical Guidelines and UNICEF Procedure forEthical Standards. Ethical clearance should be sought by the consultancy Firm in collaboration w i t h the Project Administration Group. ThePAG and UNICEF shall provide support i n ensuring approval of ethical clearance of the surveyw i t h the Ethical Review Committee at the Department of Science under the MoHSPP. The common guiding principles will be used to ensure ethical safety during the review ______REQUEST FOR PROPOSAL Page 10 of 22 LRFP-2021-9168203 ______
process: · Privacy and confidentiality · Informed consent · Harm and benefits · Conflict of interest
Thereviewers will explain to the participants the purpose and use of the review; they will also makeit explicitly clear to the participants that their participation i s voluntary, and they can withdraw at any moment. Throughout the process, the reviewers should be sensitive to beliefs, manners and customs and act w i t h integrity and honesty in their relationships with all stakeholders.
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Theestimated duration of the consultancy is 28 months, starting from 15 July2021 until 15 November 2023. A detailed schedule of IDV activities i s provided in the table below. The numbers indicated in the shaded boxes represent the estimated number of sampled facilities to be assessed during each of the IDV waves.
IIIDDDVVV www aaa vvv eee sss : WWW aaa vvv eee III Location: Sampled facilities i n 10 districts in Khatlon, RRS and Sugd Oblasts Time:Aug-Sept 2021 Sampled Quantity: 134
IIIDDDVVV www aaa vvv eee sss : WWW aaa vvv eee III III aaa nnn ddd III III III Location: Sampled facilities i n 16 districts in Khatlon, RRS, GBAO and Sugd Oblasts Time:Feb-March 2022 / Aug-Sept 2022 Sampled Quantity: 224 / 224
IIIDDDVVV www aaa vvv eee sss : WWW aaa vvv eee IIIVVV aaa nnn ddd VVV Location: Sampled facilities i n 16 districts in Khatlon, RRS, GBAO and Sugd Oblasts Time:Feb-March 2023 / Aug-Sept 2023 Sampled Quantity: 224 / 224
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Deliverables 1 # Field WorkPlan forWave1 Timeframe # August 2021 Payment schedule - 30% (of w a v e 1)
Deliverables 2 # Final report of Wave1 Timeframe # September 2021 Payment schedule - 70% (of w a v e 1)
Deliverables 3 # Field WorkPlan forWave2 Timeframe # February 2022 Payment schedule - 30% (of w a v e 2)
Deliverables 4 # Final report of Wave2 Timeframe # March 2022 Payment schedule - 70% (of w a v e 2)
Deliverables 5 # Field WorkPlan forWave3 Timeframe # August 2022 Payment schedule - 30% (of w a v e 3) ______REQUEST FOR PROPOSAL Page 11 of 22 LRFP-2021-9168203 ______
Deliverables 6 # Final report of Wave3 Timeframe # September 2022 Payment schedule - 70% (of w a v e 3)
Deliverables 7 # Field WorkPlan forWave4 Timeframe # February 2023 Payment schedule - 30% (of w a v e 4)
Deliverables 8 # Final report of Wave4 Timeframe # March 2023 Payment schedule - 70% (of w a v e 4)
Deliverables 9 # Field WorkPlan forWave5 Timeframe # August 2023 Payment schedule - 30% (of w a v e 5)
Deliverables 10 # Final report of Wave5 Timeframe # September 2023 Payment schedule - 70% (of w a v e 5)
Considering the prevailing COVID-19 situation, the tasks and deliverables mayneed adjustment, therefore the consultant i s required to be flexible to re-adjust the deliverable in consultation w i t h UNICEF.
UNICEF reserves the right to withhold all or a portion of payment i f performance is unsatisfactory, if work/output i s incomplete, not delivered, or forfailureto meetdeadlines.
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TheFirm will w o r k closely w i t h the UNICEF Health Specialist under the overall supervision of the Chief of Health & Nutrition, UNICEF Tajikistan.
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Thecompany i s expected to be based in Central Asia/CIS countries. Therequired qualifications/knowledge include:
· Legal status recognized by the Government of Tajikistan, enabling the organization to perform the above-mentioned tasks. · Minimum 5 y e a r s of experience working on health-related surveys, experience managing health facility-based surveys is preferred. · Knowledge of /experience in participatory research/evaluation, including qualitative and quantitative data collection, analysis and reporting. · Knowledge of the UN Convention on the Rights of the Child and human rights-based approach to programming and results-based management; · Excellent analytical, communication, organizational and report writing skills; · Excellent w r i t t e n and spoken English and Tajik, knowledge of Russian is an asset.
Request forsubmission
· Technical proposal w i t h proposed methodology/approach to managing the project, showing understanding of tasks and w o r k plan (no price information should be contained i n the technical proposal). ______REQUEST FOR PROPOSAL Page 12 of 22 LRFP-2021-9168203 ______
· Copy of the organization profile. · Proposed technical team curriculum vi ta e (CV). · Sample of previous w o r k undertaken in the last two years · Financial proposal (separate envelope).
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Theevaluation methodology is based on a highest combined score (based on the 70% technical offer and 30% price weight distribution).
Each interested institution is requested to submit i n a one page brief a proposed approach forsuch assignment along with a copy of the organization profile, the proposed technical team curriculum vi ta e, expected budget as w e l l as a sample of previous w o r k undertaken in the last two years.
After the opening, each proposal will be assessed firston its technical meritsand subsequently on its financial va l ue price. Theproposal w i t h the best overall value, composed of technical meritand price, will be recommended forapproval. UNICEF will set up an evaluation panel composed of technical and procurement staff and their conclusions will be forwarded to the internal UNICEF Contracts Review Committee or other relevant approving authority. The evaluation panel will firstevaluate each response forcompliance w i t h the requirements of this Termsof Reference. Responses deemed not to meetall of the mandatory requirements will be considered non-compliant and rejected at this stage without further consideration. Failure to comply with any of the terms and conditions contained in these Terms of Reference, including provision of all required information, mayresult in a response or proposal being disqualified from further consideration.
Theoverall weighting between technical and price evaluation will be based on the predefined criteria. Thetechnical component will account for70% of the total points allocated and the financial component (commercial evaluation) will account for30% of the total points allocated.
Technical evaluation:
Theproposals will be evaluated against the following technical criteria:
Item Technical Criteria/Qualifications Max. Points
1. Overall response 5 1.1Completeness of the proposal and responsiveness to the TOR (5 pts)
2. Capability and Key Personnel 35 2.1 At least 5 years of relevant experience in evaluation, development of analytical reports, preferably in UNICEF areas of programming, and experience in Tajikistan, Kyrgyzstan or Central Asia (10 pts) 2.2 Demonstrated experience in the use of participatory research methodology, facilitation of Focus Group Discussions and consultations w i t h government representatives, NGOs and other stakeholders (including children and adolescents) (10 pts) 2.3 Demonstrated knowledge/experience in peacebuilding/conflict-sensitive research and evaluations (10 pts) ______REQUEST FOR PROPOSAL Page 13 of 22 LRFP-2021-9168203 ______
2.4 Knowledge of human rights-based approach to programming, gender equality, equity approach, programming and analysis (5 pts) 3 Proposed Methodology and Approach 30 3.1 Qualityof the proposed methodology, detailed timeline, consultations, data collection, analysis methods and presentation. Theproposal should detail the proposed approaches based on the TORrequirements.(20 pts) 3.2 Assessment of keyconsiderations relevant to the research, ethical concerns, potential risks and threats, and proposed mitigation plans(10 pts)
Total Technical Score 70
Only Proposers obtaining a minimum of 49 points in Technical Criteria evaluation will be considered for the Financial Evaluation.
Commercial evaluation: Theprice/cost of each of the technically compliant proposals shall be considered only after evaluation of the above technical criteria. A maximum 30 point assigned to the financial proposal will be allocated to the lowest financial proposal. All other price proposals will receive scores i n inverse proportion according to the following formula:
Score forprice proposal A = (Maximum score forprice proposal * Price of lowest priced proposal)/Price of proposal A.
As a result of the financial evaluation, the points of each proposal will be taken i n t o further consideration in the finalevaluation.
Thebidders should ensure that all pricing information is provided in accordance w i t h the following: a) Thecurrency of the proposal shall be i n USD forinternational companies and in TajikSomoni forthe local Proposers and invoicing mustbe in the same currency. b) All prices/rates quoted mustbe exclusive of all taxes as UNICEF is a tax-exempt organization
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Any request forinformation or question should be forwarded to ddd uuu sss hhh aaa nnn bbb eee @@@ uuu nnn i ccc eee f . ooo r ggg
______REQUEST FOR PROPOSAL Page 14 of 22 LRFP-2021-9168203 ______
SPECIAL NOTES 1. MARKING AND RETURNING PROPOSALS
1.1 Proposals shallbe submitted in the manner indicated i n the cover page of this document (emailed). 1.2 The Request for Proposal Form must be signed and submitted together with the Proposal. The Request for Proposal Form should be signed by the duly authorized representative of the submitting company. 1.3 Proposals must be clearly marked with the LRFP number and send to UNICEF Tajikistan NO LATER THAN 222 555 JJ J uuu l yyy 222 000 222 111 , 111 777 pppmmm (((GGGMMMTTT+++555 DDD uuu sss hhh aaa nnn bbb eee ttt iii mmmeee ))) . 1.4 Proposers should note that Proposals received in the following manners will be invalidated: a) with incorrect e-mail address; b) received after the stipulated closing time and date; c) failure to quote in the currency(ies) stated in the LRFP; d) in a different form than prescribed in the LRFP.
1.5 Technical Proposal: The Technical Proposal should address the criteria and requirements outlined in this LRFP, paying particular attention to its Terms of Reference/Statement of Work and its evaluation criteria. I t is important to note that UNICEF actively welcomes innovative proposals and original solutions to the stated service need. The Technical Proposal Template is attached as Annex B. NO PRICE INFORMATION SHOULD BE CONTAINED IN THE TECHNICAL PROPOSAL.
1.6 Price Proposal: The Price Proposal should be prepared in accordance with the requirements contained in the Terms of Reference/Statement of Work for this LRFP.
1.7 E-MAILED PROPOSALS (Electronic submission of Proposals) 1.7.1 All e-mailed Proposals must be submitted to [email protected], the ONLY ACCEPTABLE E-MAIL ADDRESS for receipt of Proposals. No other recipient should be "Cc" or "Bcc" in the e-mail submission. 1.7.2 Proposals can be sent in batches not to exceed UNICEF's e-mail size quota of five (5) megabytes per e-mail.
1.7.3 All e-mail communication in relation to the Proposal mustclearly indicate the reference LRFP number followed by the company name (e.g. Vendor Ltd forLRFP-2021-[INSERT LRFP NO.]) in the "Subject" l i n e of the e-mail. 1.7.4 All Proposals submitted by e-mail must be submitted as PDF (Portable Document Format) files. Email links (e.g. to documents to be downloaded from cloud based folders) are not acceptable unless otherwise specifically requested. Proposals submitted as a link or through a link will be invalidated. 1.7.5 Technical Proposal and Price Proposal must be sent as separate files and clearly indicated in the file name; e.g. [INSERT LRFP NO.] Technical Proposal.pdf; [INSERT LRFP NO.] Price Propos- al.pdf. No price information should be provided in the Technical Proposal. Proposals received in any other manner than indicated in submission section will be invalidated. Page 15 of 22 LRFP-2021-9168203 ______REQUEST FOR PROPOSAL ______
Any delays encountered in the mail delivery will be at the risk of the Proposer.
Interested companies are requested to submitthe following documents:
Technical proposal (template is attached): - A technical proposal with proposed methodology/approach to managing the project, showing understanding of tasks and w o r k plan (no price information should be contained i n the technical proposal). - Filled Supplier Profile form(Annex A). - Copy of the license allows to perform the required activities. - Theproposed technical team curriculum vitae (CV) w i t h attachment of the copy of certificates foractivities related to the use of F-gas (HFC) equipment and Hydrocarbons (HC). - A sample of previous w o r k undertaken i n the last two years. Financial proposal (template is attached):
- financial offer/budget
2. OPENING OF PROPOSALS
2.1 Proposals received prior to the stated closing time and date will be keptunopened. Proposals will be opened at the date and time specified i n the RFP documents, and no Proposals received thereafter will be considered.
2.2 UNICEF will accept no responsibility forthe premature opening of a Proposal w h i c h is not properly addressed or identified.
2.3 Due to COVID-19 pandemic situation and precautionary measures in force, Public Opening is prohibited until further notice. 3. UNGM REGISTRATION
3.1 UNICEF is part of the United Nations Global Marketplace (UNGM). Accordingly, all proposers are requested to become a UNICEF vendor by creating a vendor profile and submitting their national incorporation license/certificate at the Level 1 stage of vendor registration process in the UNGM website: www.ungm.org 3.2 Please note that UNGM registration, including provision of national incorporation license/certificate, should be submitted as soon as possible and is a mandatory requirement for any eventual award.
4. REQUEST FORINFORMATION 4.1 Any request for information or question should be forwarded to [email protected]
______REQUEST FOR PROPOSAL Page 16 of 22 LRFP-2021-9168203 ______INSTRUCTION TO BIDDERS 1. MARKING AND RETURNING PROPOSALS 1.7.5 Any delays encountered in the mail delivery will be at the risk of the Proposer. 1.1 Proposals shall be submitted in the manner specified earlier in this solicitation document. Detailed submission guidance at 1.8 Faxed Proposals (as applicable) paragraphs 1.7, 1.8 and/or 1.9 should then be followed accordingly. 1.8.1 See paragraph 1.1 above concerning applicability of this paragraph. 1.2 The Bid Form/Request for Proposal for Services Form must be signed, and submitted together with the Proposal. The Bid 1.8.2 Faxed Proposals must be returned to the ONLY Form/Request for Proposal for Services Form should be signed ACCEPTABLE FAX NUMBER for Proposals as specified in by the duly authorized representative of the submitting this RFP(S) Document. Proposers should note that Proposals company. received at any other fax number will be invalidated. 1.3 Proposals must be clearly marked with the RFP(S) number No price information should be provided in the Technical and the name of the company submitting the Proposal. Proposal. 1.4 Proposers should note that Proposals received in the 1.9 E-mailed Proposals (as applicable) following manner will be invalidated: 1.9.1 See paragraph 1.1 above concerning applicability of this a) with incorrect (as applicable) postal address, email address paragraph. or fax number; b) received after the stipulated closing time and date; 1.9.2 All e-mailed Proposals must be submitted to the ONLY c) failure to quote in the currency(ies) stated in the RFP(S); ACCEPTABLE E-MAIL ADDRESS as specified in this d) in a different form than prescribed in the RFP(S). solicitation document. No other recipient should be "Cc" or "Bcc" in the e-mail submission. Proposals not sent in this 1.5 Technical Proposal: The Technical Proposal should manner will be disqualified. address the criteria and requirements outlined in this RFP(S), paying particular attention to its schedules/Terms of 1.9.3 All Proposals submitted by e-mail must be submitted as Reference/Statement of Work and its evaluation criteria. It is email attachments. The Technical Proposal and Price Proposal important to note that UNICEF actively welcomes innovative must be sent as separate attachments and clearly indicated as proposals and original solutions to the stated service/goods such in the file name (e.g. Company ABC Technical Proposal, need. Company ABC Price Proposal). Email links (e.g. to documents to be downloaded from cloud based folders) are not acceptable NO PRICE INFORMATION SHOULD BE CONTAINED IN unless otherwise specifically requested. Proposals submitted as THE TECHNICAL PROPOSAL. a link or through a link will be invalidated. 1.6 Price Proposal: The Price Proposal should be prepared in 2. OPENING OF PROPOSALS accordance with the requirements contained in the schedules/Terms of Reference/Statement of Work for this 2.1 Proposals received prior to the stated closing time and date RFP(S). will be kept unopened. UNICEF will open Proposals when the specified time has arrived and no Proposal received thereafter 1.7 Sealed Proposals (as applicable) will be considered. 1.7.1 See paragraph 1.1 above concerning applicability of this 2.2 UNICEF will accept no responsibility for the premature paragraph. opening of a Proposal which is not properly addressed or identified. 1.7.2 The Proposal must be sent for the attention of unit/team and address as specified in this RFP/RFPS. Proposals not sent 2.3 In cases when a Public Opening is held, the invited in this manner will be disqualified. proposers, or their authorized representative, may attend the public Proposal opening at the time, date and location specified 1.7.3 They must be clearly marked as follows: in the RFP(S) documents. * Outer sealed envelope: 3. UNGM REGISTRATION Name of company [RFP(S) NO.] 3.1 UNICEF is part of the United Nations Global [NAME OF UNIT & UNICEF OFFICE ADDRESS] Marketplace(UNGM). Accordingly, all proposers are encouraged to become a UNICEF vendor by creating a vendor * Inner sealed envelope - Technical Proposal (1 original and 2 profile in the UNGM website: www.ungm.org copies): Name of company, RFP(S) number - technical proposal 4. AWARD NOTIFICATION * Inner sealed envelope - Price Proposal (1 original and 2 4.1 UNICEF reserves the right to make a public notification of copies): Name of company, RFP(S) number - price proposal the outcome on an RFP(S) advising product/service, awarded supplier and total value of award. No price information should be provided in the Technical Proposal. Proposals received in any other manner will be invalidated. 1.7.4 In case of any discrepancy between an original and a copy, the original will prevail.
______REQUEST FOR PROPOSAL Page 17 of 22 LRFP-2021-9168203 ______ANNEX A GENERAL TERMS AND CONDITIONS
GENERAL TERMS AND CONDITIONS OF CONTRACT (Goods) any other provision of the Contract.
Definitions and UNICEF Supply Website 2.3 The Supplier acknowledges that UNICEF may monitor the Supplier's performance under the Contract. The Supplier agrees to provide its full cooperation with such performance monitoring, at no 1.1 In these General Terms and Conditions (Goods), the following terms have the following meaning: additional cost or expense to UNICEF, and provide relevant information as reasonably requested by UNICEF, including, but not limited to, the date of receipt of the Contract, detailed delivery status, costs "Affiliates" means, with respect to the Supplier, any of its corporate affiliates or associates, including to be charged and payments made by UNICEF or pending. parent entities, subsidiaries, and other entities in which it owns a substantial interest. Inspection "Confidential Information" means information or data that is designated as confidential at the time of exchange between the Parties or promptly identified as confidential in writing when furnished in 2.4 UNICEF or the Consignee (if different from UNICEF) will have a reasonable time to inspect the intangible form or disclosed orally, and includes information, the confidential or proprietary nature of Goods after delivery. At UNICEF's request, the Supplier will provide its reasonable cooperation to which is or should be reasonably apparent from the inherent nature, quality or characteristics of such UNICEF or the Consignee with regard to such inspection, including but not limited to access to information. production data, at no charge. The Supplier acknowledges that any inspection of the Goods by or on behalf of UNICEF or the Consignee does not constitute a determination that the specifications for the "Consignee" means the consignee designated in the Contract. Goods set out in the Contract (including the mandatory technical requirements) have or have not been met. The Supplier will be required to comply with its warranty and other contractual obligations whether "Contract" means the purchase contract that incorporates these General Terms and Conditions (Goods). It or not UNICEF or the Consignee carries out an inspection of the Goods. includes purchase orders issued by UNICEF, whether or not they are issued under a long-term arrangement or similar contract. Delivery not Acceptance; Consequences of Delayed Delivery and Non-conforming Goods
"Goods" means the goods specified in the relevant section of the Contract. 2.5 If the Supplier determines it will be unable to deliver all or some of the Goods to the Consignee by the delivery date(s) stipulated in the Contract, the Supplier will (a) immediately consult with UNICEF to "Host Government" means a Government with which UNICEF has a programme of development determine the most expeditious means for delivering the Goods; and (b) use an expedited means of cooperation, and includes a Government of a country in which UNICEF provides humanitarian delivery, at the Supplier's cost (unless the delay is due to force majeure as defined in Article 6.7 below), if assistance. reasonably requested by UNICEF to do so. Partial deliveries of Goods will not be accepted unless prior written approval for such partial delivery has been given by UNICEF to the Supplier. "INCOTERMS" means the international commercial terms known as the INCOTERMS rules, issued by the International Chamber of Commerce, most-recently issued at the effective date of the Contract. 2.6 Delivery of the Goods will not constitute acceptance of the Goods. If some or all of the Goods do References in the Contract to trade terms (such as "FCA", "DAP" and "CIP") are references to those terms not conform to the requirements of the Contract or if the Supplier delivers the Goods late or fails to as defined by the INCOTERMS. deliver the Goods (or any part of the Goods) in accordance with the agreed delivery dates and delivery terms and instructions, UNICEF may, without prejudice to any of its other rights and remedies, exercise "Parties" means the Contractor and UNICEF together and a "Party" means each of the Contractor and one or more of the following rights under the Contract at UNICEF's option: UNICEF. (a) UNICEF can reject and refuse to accept any or all of the Goods (including those that do conform to Supplier's "Personnel" means the Supplier's officials, employees, agents, individual sub-contractors and the Contract). If UNICEF rejects the Goods, the Supplier will, at its own cost, arrange for the prompt other representatives. return of the rejected Goods and, at UNICEF's option, the Supplier will promptly replace the rejected Goods with Goods of equal or better quality (and will be responsible for all costs related to such "Price" is defined in Article 3.1. replacement) or UNICEF may exercise its other rights set out below;
"Supplier" is the supplier named in the Contract. (b) UNICEF may procure all or part of the Goods from other sources, in which case the Supplier will be responsible for any additional costs beyond the balance of the Price for such Goods; "UNICEF Supply Website" means UNICEF's public access webpage available at http://www.unicef.org/supply/index_procurement_policies.html, as may be updated from time to time. (c) Upon UNICEF's demand, the Supplier will refund all payments (if any) made by UNICEF in respect of the rejected Goods or the Goods that have not been delivered in accordance with the delivery dates and 1.2 These General Terms and Conditions of Contract, UNICEF's Policy Prohibiting and Combatting delivery terms; Fraud and Corruption, the UNICEF's Policy on Conduct Promoting the Protection and Safeguarding of Children, the UN Supplier Code of Conduct, and UNICEF's Information Disclosure Policy referred to in (d) UNICEF can give written notice of breach and, if the Supplier fails to remedy the breach, can the Contract, as well as other policies applicable to the Supplier, are publicly available on the UNICEF terminate the Contract in accordance with Article 6.1 below; Supply Website. The Supplier represents that it has reviewed all such policies as of the effective date of the Contract. (e) UNICEF can require the Supplier to pay liquidated damages as set out in the Contract.
2. Delivery; Inspection; Risk of Loss 2.7 Further to Article 11.6 below, the Supplier expressly acknowledges that if, in respect of any consignment, UNICEF takes delivery of all or some of the Goods that have been delivered late or 2.1 The Supplier will deliver the Goods to the Consignee at the place and within the time period for otherwise not in full compliance with the delivery terms and instructions or that are not in full conformity delivery stated in the Contract. The Supplier will comply with the INCOTERM or similar trade term with the requirements of the Contract, this does not constitute a waiver of UNICEF's rights in respect of expressly stated in the Contract as applying to the Goods to be supplied under the Contract and all other such late delivery or non-compliant Goods. delivery terms and instructions stated in the Contract. Notwithstanding any INCOTERM, the Supplier will obtain any export licences required for the Goods. The Supplier will ensure that UNICEF receives all Risk of Loss; Title to Goods necessary transport documents in a timely manner so as to enable UNICEF to take delivery of the Goods in accordance with therequirements of the Contract. The Supplier will neither seek nor accep t 2.8 Risk of loss, damage to or destruction of Goods supplied under the Contract, and responsibility for instructions from any entity other than UNICEF (or entities authorized by UNICEF to give instructions to arranging and paying for freight and insurance, will be governed by the INCOTERM or similar trade term the Supplier) in connection with the supply and delivery of the Goods. expressly stated in the Contract as applying to the Goods supplied under the Contract and any other express terms of the Contract. In the absence of any such INCOTERM or similar trade term or other 2.2 The Supplier will use its best efforts to accommodate reasonable requests for changes (if any) to the express terms, the following provisions will apply: (a) the entire risk of loss, damage to or destruction of requirements for the Goods (such as packaging, packing and labeling requirements), shipping instructions the Goods will be borne exclusively by the Supplier until physical delivery of the Goods to the Consignee or delivery date of the Goods set out in the Contract. If UNICEF requests any material change to the has been completed in accordance with the Contract; and (b) the Supplier will be solely liable for making requirements for the Goods, shipping instructions or delivery date, UNICEF and the Supplier will all transport arrangements and for payment of freight and insurance costs for the shipment and delivery of negotiate any necessary changes to the Contract, including as to Price and the time schedule. Any such the Goods in accordance with the requirements of the Contract. agreed changes will become effective only when they are set out in a written amendment to the Contract signed by both UNICEF and the Supplier. Should the Parties fail to agree on any such changes within 2.9 Unless otherwise expressly provided in the Contract, title in and to the Goods will pass from the thirty (30) days, UNICEF will have the option to terminate the Contract without penalty notwithstanding Supplier to the Consignee upon delivery of the Goods in accordance with the applicable delivery terms
Page 18 of 22 ______ANNEX A GENERAL TERMS AND CONDITIONS
and acceptance of the Goods in accordance with the Contract. regardless of the reasons for such payments (including but not limited to the actions or inactions of UNICEF staff and other personnel). 3. Price; Invoicing; Tax Exemption; Payment Terms 4. Representations and Warranties; Indemnification; Insurance 3.1 The price for the Goods is the amount specified in the price section of the Contract (the "Price"), it being understood that such amount is specified in United States dollars unless otherwise expressly Representations and Warranties provided for in the price section of the Contract. The Price includes the cost of packaging and packing the Goods in accordance with the requirements of the Contract and delivery in accordance with the applicable 4.1 The Supplier represents and warrants that as of the effective date and throughout the term of the delivery terms. The Price is inclusive of all costs, expenses, charges or fees that the Supplier may incur in Contract: (a) it has the full authority and power to enter into the Contract and to perform its obligations connection with the performance of its obligations under the Contract; provided that, without prejudice to under the Contract and the Contract is a legal, valid and binding obligation, enforceable against it in or limiting the provisions of Article 3.3 below, all duties and other taxes imposed by any authority or accordance with its terms; (b) it has, and will maintain throughout the term of the Contract, all rights, entity must be separately identified. It is understood and agreed that the Supplier will not request any licenses, authority and resources necessary, as applicable, to develop, source, manufacture and supply the change to the Price after delivery of the Goods by the Supplier and that the Price cannot be changed Goods and to perform its other obligations under the Contract; (c) all of the information concerning the except by written agreement between the Parties before the Goods are delivered. Goods and the Supplier that it has previously provided to UNICEF, or that it provides to UNICEF during the term of the Contract, is true, correct, accurate and not misleading; (d) it is financially solvent and is 3.2 The Supplier will issue invoices to UNICEF only after the Supplier has fulfilled the delivery terms able to supply the Goods to UNICEF in accordance with the terms and conditions of the Contract; (e) the of the Contract. The Supplier will issue (a) one (1) invoice in respect of the payment being sought, in the use or supply of the Goods does not and will not infringe any patent, design, trade-name or trade-mark; currency specified in the Contract and in English, indicating the Contract identification number listed on (f) it has not and will not enter into any agreement or arrangement that restrains or restricts any person's the front page of the Contract; and (b) copies of the shipping documents and other supporting documents rights to use, sell, dispose of or otherwise deal with the Goods; and (g) the development, manufacture and as specified in the Contract. supply of the Goods is, and will continue to be, in compliance with all applicable laws, rules and regulations. The Supplier will fulfill its commitments with the fullest regard to the interests of UNICEF 3.3 The Supplier authorizes UNICEF to deduct from the Supplier's invoices any amount representing and will refrain from any action which may adversely affect UNICEF or the United Nations. direct taxes (except charges for utilities services) and customs restrictions, duties and charges of a similar nature in respect of articles imported or exported for UNICEF's official use, in accordance with the 4.2 The Supplier further represents and warrants that the Goods (including packaging): (a) conform to exemption from tax in Article II, Section 7 of the Convention of the Privileges and Immunities of the the quality, quantity and specifications for the Goods stated in the Contract (including, in the case of United Nations, 1946. In the event any governmental authority refuses to recognize this exemption from perishable or pharmaceutical products, the shelf life specified in the Contract); (b) conform in all respects taxes, restrictions, duties or charges, the Supplier will immediately consult with UNICEF to determine a to the technical documentation provided by the Supplier in respect of such Goods and, if samples were mutually acceptable procedure. The Supplier will provide full cooperation to UNICEF with regard to provided to UNICEF prior to entering into the Contract, are equal and comparable in all respects to such securing UNICEF's exemption from, or refund of amounts paid as, value-added taxes or taxes of a similar samples; (c) are new and factory-packed; (d) are fit for the purposes for which such goods are ordinarily nature. used and for purposes expressly made known to the Supplier by UNICEF in the Contract; (e) are of consistent quality and free from faults and defects in design, manufacture, workmanship and materials; (f) 3.4 UNICEF will notify the Supplier of any dispute or discrepancy in the content or form of any are free from all liens, encumbrances or other third party claims; and (g) are contained or packaged in invoice. With respect to disputes regarding only a portion of such invoice, UNICEF will pay the Supplier accordance with the standards of export packaging for the type and quantities of the Goods specified in the amount of the undisputed portion in accordance with Article 3.5 below. UNICEF and the Supplier the Contract, and for the modes of transport of the Goods specified in the Contract (including but not will consult in good faith to promptly resolve any dispute with respect to any invoice. Upon resolution of limited to, in a manner adequate to protect them in such modes of transport), and marked in a proper such dispute, any amounts that have not been charged in accordance with the Contract will be deducted manner in accordance with the instructions stipulated in the Contract and applicable law. from the invoice(s) in which they appear and UNICEF will pay any agreed remaining items in the invoice(s) in accordance with Article 3.5 within thirty (30) days after the final resolution of such dispute. 4.3 The warranties provided in Article 4.2 will remain valid for the warranty period specified in the Contract; provided that (a) the warranty period for pharmaceutical goods or other perishable products will 3.5 UNICEF will pay the uncontested amount of the Supplier's invoice within thirty (30) days of be no less than the shelf-life of those Goods specified in the Contract; and (b) if no warranty period or receiving both the invoice and the shipping documents and other supporting documents, as referred to in shelf-life is specified in the Contract, the warranties will remain valid from the date the Supplier signs the Article 3.2 above. The amount paid will reflect any discount(s) shown under the payment terms of the Contract until the day twelve (12) months after fulfillment of the delivery terms or such later date as may Contract. The Supplier will not be entitled to interest on any late payment or any sums payable under the be prescribed by law. Contract nor any accrued interest on payments withheld by UNICEF in connection with a dispute. Payment will not relieve the Supplier of its obligations under the Contract. Payment will not be deemed 4.4 If the Supplier is not the original manufacturer of the Goods or any part of the Goods, the Supplier acceptance of the Goods or waiver of any rights with regard to the Goods. assigns to UNICEF (or, at UNICEF's instructions, the Government or other entity that receives the Goods) all manufacturers' warranties in addition to any other warranties under the Contract. 3.6 Each invoice will confirm the Supplier's bank account details provided to UNICEF as part of the Supplier's registration process with UNICEF. All payments due to the Supplier under the Contract will be 4.5 The representations and warranties made by the Supplier in Articles 4.1 and 4.2 and the Supplier's made by electronic funds transfer to that bank account. It is the Supplier's responsibility to ensure that the obligations in Articles 4.3 and 4.4 above are made to and are for the benefit of (a) each entity that makes bank details supplied by it to UNICEF are up-to-date and accurate and notify UNICEF in writing by an a direct financial contribution to the purchase of Goods; and (b) each Government or other entity that authorized representative of the Supplier of any changes in bank details together with supporting receives the Goods. documentation satisfactory to UNICEF. Indemnification 3.7 The Supplier acknowledges and agrees that UNICEF may withhold payment in respect of any invoice if, in UNICEF's opinion, the Supplier has not performed in accordance with the terms and 4.6 The Supplier will indemnify, hold and save harmless and defend, at its own expense, UNICEF, its conditions of the Contract, or if the Supplier has not provided sufficient documentation in support of the officials, employees, consultants and agents, each entity that makes a direct financial contribution to the invoice. purchase of the Goods and each Government or other entity that receives the Goods, from and against all suits, claims, demands, losses and liability of any nature or kind, including their costs and expenses, by a 3.8 UNICEF will have the right to set off against any amount or amounts due and payable by UNICEF third party and arising out of the acts or omissions of the Supplier or its Personnel or sub-contractors in to the Supplier under the Contract, any payment, indebtedness or other claim (including, without the performance of the Contract. This provision will extend to but not be limited to (a) claims and limitation, any overpayment made by UNICEF to the Supplier) owing by the Supplier to UNICEF under liability in the nature of workers' compensation; (b) product liability; and (c) any actions or claims the Contract or under any other contract or agreement between the Parties. UNICEF will not be required pertaining to the alleged infringement of a patent, design, trade-name or trade-mark arising in connection to give the Supplier prior notice before exercising this right of set-off (such notice being waived by the with the Goods or other liability arising out of the use of patented inventions or devices, copyrighted Supplier). UNICEF will promptly notify the Supplier after it has exercised such right of set-off, material or other intellectual property provided or licensed to UNICEF under the Contract or used by the explaining the reasons for such set-off, provided however that the failure to give such notification will not Supplier, its Personnel or sub-contractors in the performance of the Contract. affect the validity of such set-off. 4.7 UNICEF will report any such suits, proceedings, claims, demands, losses or liability to the Supplier 3.9 Each of the invoices paid by UNICEF may be subject to a post-payment audit by UNICEF's external within a reasonable period of time after having received actual notice. The Supplier will have sole control and internal auditors or by other authorised agents of UNICEF, at any time during the term of the of the defence, settlement and compromise of any such suit, proceeding, claim or demand except with Contract and for three (3) years after the Contract terminates. UNICEF will be entitled to a refund from respect to the assertion or defence of the privileges and immunities of UNICEF or any matter relating to the Supplier of amounts such audit or audits determine were not in accordance with the Contract UNICEF's privileges and immunities (including matters relating to UNICEF's relations with Host
Page 19 of 22 ______ANNEX A GENERAL TERMS AND CONDITIONS
Governments), which as between the Supplier and UNICEF, only UNICEF itself (or relevant acquired, independently of the performance of its obligations under the Contract. The Supplier grants to governmental entities) will assert and maintain. UNICEF will have the right, at its own expense, to be UNICEF a perpetual license to use such intellectual property or other proprietary rights solely for the represented in any such suit, proceeding, claim or demand by independent counsel of its own choosing. purposes of and in accordance with the requirements of the Contract.
Insurance (c) At UNICEF's request, the Supplier will take all necessary steps, execute all necessary documents and generally assist in securing such proprietary rights and transferring (or, in the case, intellectual property 4.8 The Supplier will comply with the following insurance requirements: referred to in paragraph (b) above, licensing) them to UNICEF in compliance with the requirements of the applicable law and of the Contract. (a) The Supplier will have and maintain in effect with reputable insurers and in sufficient amounts, insurance against all of the Supplier's risks under the Contract (including, but not limited to, the risk of Confidentiality claims arising out of or related to the Supplier's performance of the Contract), including the following: 5.2 Confidential Information that is considered proprietary by either Party or that is delivered or (i) Insurance against all risks in respect of its property and any equipment used for the performance of disclosed by one Party ("Discloser") to the other Party ("Recipient") during the course of performance of the Contract; the Contract will be held in confidence by the Recipient. The Recipient will use the same care and discretion to avoid disclosure of the Discloser's Confidential Information as the Recipient uses for its own (ii) General liability insurance against all risks in respect of the Contract and claims arising out of the Confidential Information and will use the Discloser's Confidential Information solely for the purpose for Contract including, but not limited to, product liability insurance, in an adequate amount to cover all which it was disclosed to the Recipient. The Recipient will not disclose the Discloser's Confidential claims arising from or in connection with the Supplier's performance under the Contract. The Supplier's Information to any other party: product liability insurance will cover the direct and indirect financial consequences of liability (including all costs, including replacement costs, related to recall campaigns) sustained by UNICEF or third parties (a) except to those of its Affiliates, employees, officials, representatives, agents and sub-contractors as a result of or relating to the Goods; who have a need to know such Confidential Information for purposes of performing obligations under the Contract; or (iii) All appropriate workers' compensation and employer's liability insurance, or its equivalent, with respect to its Personnel and sub-contractors to cover claims for death, bodily injury or damage to property (b) unless the Confidential Information (i) is obtained by the Recipient from a third party without arising from the performance of the Contract; and restriction; (ii) is disclosed by the Discloser to a third party without any obligation of confidentiality; (iii) is known by the Recipient prior to disclosure by the Discloser; or (iv) at any time is developed by the (iv) Such other insurance as may be agreed upon in writing between UNICEF and the Supplier. Recipient completely independently of any disclosures under the Contract.
(b) The Supplier will maintain the insurance coverage referred to in Article 4.8(a) above during the 5.3 If the Supplier receives a request for disclosure of UNICEF's Confidential Information pursuant to term of the Contract and for a period after the Contract terminates extending to the end of any applicable any judicial or law enforcement process, before any such disclosure is made the Supplier (a) will give limitations period with regard to claims against which the insurance is obtained. UNICEF sufficient notice of such request in order to allow UNICEF to have a reasonable opportunity to secure the intervention of the relevant national Government to establish protective measures or take such (c) The Supplier will be responsible to fund all amounts within any policy deductible or retention. other action as may be appropriate; and (b) will so advise the relevant authority that requested disclosure. UNICEF may disclose the Supplier's Confidential Information to the extent required pursuant to (d) Except with regard to the insurance referred to in paragraph (a)(iii) above, the insurance policies for resolutions or regulations of its governing bodies. the Supplier's insurance required under this Article 4.8 will (i) name UNICEF as an additional insured; (ii) include a waiver by the insurer of any subrogation rights against UNICEF; and (iii) provide that 5.4 The Supplier may not communicate at any time to any other person, Government or authority UNICEF will receive thirty (30) days' written notice from the insurer prior to any cancellation or change external to UNICEF, any information known to it by reason of its association with UNICEF that has not of coverage. been made public, except with the prior authorization of UNICEF; nor will the Supplier at any time use such information to private advantage. (e) The Supplier will, upon request, provide UNICEF with satisfactory evidence of the insurance required under this Article 4.8. End of Contract
(f) Compliance with the insurance requirements of the Contract will not limit the Supplier's liability 5.5 Upon the expiry or earlier termination of the Contract, the Supplier will: either under the Contract or otherwise. (a) return to UNICEF all of UNICEF's Confidential Information or, at UNICEF's option, destroy all Liability copies of such information held by the Supplier or its sub-contractors and confirm such destruction to UNICEF in writing; and 4.9 The Supplier will pay UNICEF promptly for all loss, destruction or damage to UNICEF's property caused by the Supplier's Personnel or sub-contractors in the performance of the Contract. (b) will transfer to UNICEF all intellectual and other proprietary information in accordance with Article 5.1(a). 5. Intellectual Property and Other Proprietary Rights; Confidentiality 6. Termination; Force Majeure Intellectual Property and Other Proprietary Rights Termination by Either Party for Material Breach 5.1 Unless otherwise expressly provided for in the Contract: 6.1 If one Party is in material breach of any of its obligations under the Contract, the other Party can (a) Subject to paragraph (b) of this Article 5.1, UNICEF will be entitled to all intellectual property and give it written notice that within thirty (30) days of receiving such notice the breach must be remedied (if other proprietary rights with regard to products, processes, inventions, ideas, know-how, data or such breach is capable of remedy). If the breaching Party does not remedy the breach within the thirty documents and other materials ("Contract Materials") that (i) the Supplier develops for UNICEF under (30) days' period or if the breach is not capable of remedy, the non-breaching Party can terminate the the Contract and which bear a direct relation to the Contract or (ii) are produced, prepared or collected in Contract. The termination will be effective thirty (30) days after the non-breaching Party gives the consequence of, or during the course of, the performance of the Contract. The term "Contract Materials" breaching Party written notice of termination. The initiation of conciliation or arbitral proceedings in includes, but is not limited to, all maps, drawings, photographs, plans, reports, recommendations, accordance with Article 9 (Privileges and Immunities; Settlement of Disputes) below will not be grounds estimates, documents developed or received by, and all other data compiled by or received by, the for termination of the Contract. Supplier under the Contract. The Supplier acknowledges and agrees that Contract Materials constitute works made for hire for UNICEF. Contract Materials will be treated as UNICEF's Confidential Additional Termination Rights of UNICEF Information and will be delivered only to authorized UNICEF officials on expiry or termination of the Contract. 6.2 In addition to the termination rights under Article 6.1 above, UNICEF can terminate the Contract with immediate effect upon delivery of a written notice of termination, without any liability for (b) UNICEF will not be entitled to, and will not claim any ownership interest in, any intellectual property termination charges or any other liability of any kind: or other proprietary rights of the Supplier that pre-existed the performance by the Supplier of its obligations under the Contract, or that the Supplier may develop or acquire, or may have developed or (a) in the circumstances described in, and in accordance with, Article 7 (Ethical Standards); or
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make a direct or indirect offer of employment to that former UNICEF official if that former UNICEF (b) if the Supplier breaches any of the provisions of Articles 5.2-5.4 (Confidentiality); or official was, during the three years prior to separating from UNICEF, involved in any aspect of a UNICEF procurement process in which the Supplier has participated. (c) if the Supplier (i) is adjudged bankrupt, or is liquidated, or becomes insolvent, or applies for a moratorium or stay on any payment or repayment obligations, or applies to be declared insolvent; (ii) is (ii) During the two (2) year period after an official has separated from UNICEF, that former official granted a moratorium or a stay, or is declared insolvent; (iii) makes an assignment for the benefit of one may not, directly or indirectly on behalf of the Supplier, communicate with UNICEF, or present to or more of its creditors; (iv) has a receiver appointed on account of the insolvency of the Supplier; (v) UNICEF, about any matters that were within such former official's responsibilities while at UNICEF. offers a settlement in lieu of bankruptcy or receivership; or (vi) has become, in UNICEF's reasonable judgment, subject to a materially adverse change in its financial condition that threatens to substantially (c) The Supplier represents that, in respect of all aspects of the Contract (including the award of the affect the ability of the Supplier to perform any of its obligations under the Contract. Contract by UNICEF to the Supplier and the selection and awarding of sub-contracts by the Supplier), it has disclosed to UNICEF any situation that may constitute an actual or potential conflict of interest or 6.3 In addition to the termination rights under Articles 6.1 and 6.2 above, UNICEF can terminate the could reasonably be perceived as a conflict of interest. Contract at any time by providing written notice to the Supplier in any case in which UNICEF's mandate applicable to the performance of the Contract or UNICEF's funding applicable to the Contract is curtailed 7.3 The Supplier further represents and warrants that neither it nor any of its Affiliates, or Personnel or or terminated, whether in whole or in part. UNICEF can also terminate the Contract upon sixty (60) days' directors, is subject to any sanction or temporary suspension imposed by any United Nations System written notice to the Supplier without having to provide any justification. organisation or other international inter-governmental organisation. The Supplier will immediately disclose to UNICEF if it or any of its Affiliates, or Personnel or directors, becomes subject to any such 6.4 As soon as it receives a notice of termination from UNICEF, the Supplier will immediately take sanction or temporary suspension during the term of the Contract. steps to cease provision of the Goods in a prompt and orderly manner and to minimize costs and will seek instructions from UNICEF regarding Goods in transit (if any) and will not undertake any further or 7.4 The Supplier will (a) observe the highest standard of ethics; (b) use its best efforts to protect additional commitments as of and following the date it receives the termination notice. In addition, the UNICEF against fraud, in the performance of the Contract; and (c) comply with the applicable provisions Supplier will take any other action that may be necessary, or that UNICEF may direct in writing, for the of UNICEF's Policy Prohibiting and Combatting Fraud and Corruption. In particular, the Supplier will not minimization of losses and for the protection and preservation of any property (whether tangible or engage, and will ensure that its Personnel, agents and sub-contractors do not engage, in any corrupt, intangible) related to the Contract that is in the possession of the Supplier and in which UNICEF has or fraudulent, coercive, collusive or obstructive conduct as such terms are defined in UNICEF's Policy may be reasonably expected to acquire an interest. Prohibiting and Combatting Fraud and Corruption.
6.5 If the Contract is terminated, no payment will be due from UNICEF to the Supplier except for 7.5 The Supplier will, during the term of the Contract, comply with (a) all laws, ordinances, rules and Goods delivered in accordance with the requirements of the Contract and only if such Goods were regulations bearing upon the performance of its obligations under the Contract and (b) the standards of ordered, requested or otherwise provided prior to the Supplier's receipt of notice of termination from conduct required under the UN Supplier Code of Conduct (available at the United Nations Global UNICEF or, in the case of termination by the Supplier, the effective date of such termination. The Marketplace website - www.ungm.org). Supplier will have no claim for any further payment beyond payments in accordance with this Article 6.5, but will remain liable to UNICEF for all loss or damages which may be suffered by UNICEF by reason of 7.6 The Supplier further represents and warrants that neither it nor any of its Affiliates, is engaged, the Supplier's default (including but not limited to cost of the purchase and delivery of replacement or directly or indirectly, (a) in any practice inconsistent with the rights set out in the Convention on the substitute goods). Rights of the Child, including Article 32, or the International Labour Organisation's Convention Concerning the Prohibition and Immediate Action for the Elimination of the Worst Forms of Child 6.6 The termination rights in this Article 6 are in addition to all other rights and remedies of UNICEF Labour, No. 182 (1999); or (b) in the manufacture, sale, distribution, or use of anti-personnel mines or under the Contract. components utilised in the manufacture of anti-personnel mines.
Force Majeure 7.7 The Supplier represents and warrants that it has taken and will take all appropriate measures to prevent sexual exploitation or abuse of anyone by its Personnel including its employees or any persons 6.7 If one Party is rendered permanently unable, wholly or in part, by reason of force majeure to engaged by the Supplier to perform any services under the Contract. For these purposes, sexual activity perform its obligations under the Contract, the other Party may terminate the Contract on the same terms with any person less than eighteen years of age, regardless of any laws relating to consent, will constitute and conditions as are provided for in Article 6.1 above, except that the period of notice will be seven (7) the sexual exploitation and abuse of such person. In addition, the Supplier represents and warrants that it days instead of thirty (30) days. "Force majeure" means any unforeseeable and irresistible events arising has taken and will take all appropriate measures to prohibit its Personnel including its employees or other from causes beyond the control of the Parties, including acts of nature, any act of war (whether declared persons engaged by the Supplier, from exchanging any money, goods, services, or other things of value, or not), invasion, revolution, insurrection, terrorism or other acts of a similar nature or force. "Force for sexual favours or activities or from engaging in any sexual activities that are exploitive or degrading majeure" does not include (a) any event which is caused by the negligence or intentional action of a Party; to any person. This provision constitutes an essential term of the Contract and any breach of this (b) any event which a diligent party could reasonably have been expected to take into account and plan representation and warranty will entitle UNICEF to terminate the Contract immediately upon notice to the for at the time the Contract was entered into; (c) the insufficiency of funds, inability to make any payment Supplier, without any liability for termination charges or any other liability of any kind. required under the Contract, or any economic conditions, including but not limited to inflation, price escalations, or labour availability; or (d) any event resulting from harsh conditions or logistical challenges 7.8 The Supplier will inform UNICEF as soon as it becomes aware of any incident or report that is for the Supplier (including civil unrest) associated with locations at which UNICEF is operating or is inconsistent with the undertakings and confirmations provided in this Article 7. about to operate or is withdrawing from, or any event resulting from UNICEF's humanitarian, emergency, or similar response operations. 7.9 The Supplier acknowledges and agrees that each of the provisions in this Article 7 constitutes an essential term of the Contract. 7. Ethical Standards (a) UNICEF will be entitled, in its sole discretion and at its sole choice, to suspend or terminate the 7.1 The Supplier will be responsible for the professional and technical competence of its Personnel Contract and any other contract between UNICEF and the Supplier with immediate effect upon written including its employees and will select, for work under the Contract, reliable individuals who will notice to the Supplier if: (i) UNICEF becomes aware of any incident or report that is inconsistent with, or perform effectively in the implementation of the Contract, respect the local laws and customs, and the Supplier breaches any of, the undertakings and confirmations provided in this Article 7 or the conform to a high standard of moral and ethical conduct. equivalent provisions of any contract between UNICEF and the Supplier or any of the Supplier's Affiliates, or (ii) the Supplier or any of its Affiliates, or Personnel or directors becomes subject to any 7.2 (a) The Supplier represents and warrants that no official of UNICEF or of any United Nations sanction or temporary suspension described in Article 7.3 during the term of the Contract. System organisation has received from or on behalf of the Supplier, or will be offered by or on behalf of the Supplier, any direct or indirect benefit in connection with the Contract including the award of the (b) In the case of suspension, if the Supplier takes appropriate action to address the relevant incident or Contract to the Supplier. Such direct or indirect benefit includes, but is not limited to, any gifts, favours breach to UNICEF's satisfaction within the period stipulated in the notice of suspension, UNICEF may or hospitality. lift the suspension by written notice to the Supplier and the Contract and all other affected contracts will resume in accordance with their terms. If, however, UNICEF is not satisfied that the matters are being (b) The Supplier represents and warrants that the following requirements with regard to former adequately addressed by the Supplier, UNICEF may at any time, exercise its right to terminate the UNICEF officials have been complied with and will be complied with: Contract and any other contract between UNICEF and the Supplier.
(i) During the one (1) year period after an official has separated from UNICEF, the Supplier may not (c) Any suspension or termination under this Article 7 will be without any liability for termination or
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other charges or any other liability of any kind. UNICEF. Nothing contained in the Contract will be construed as making the Parties principal and agent or joint venturers. 8. Full Cooperation with Audits And Investigations 11.4 (a) Except as expressly provided in the Contract, the Supplier will be responsible at its sole cost 8.1 From time to time, UNICEF may conduct investigations relating to any aspect of the Contract for providing all the necessary personnel, equipment, material and supplies and for making all including but not limited to the award of the Contract, the way in which the Contract operates or operated, arrangements necessary for the performance of its obligations under the Contract. and the Parties' performance of the Contract generally and including but not limited to the Supplier's compliance with the provisions of Article 7 above. The Supplier will provide its full and timely (b) In the event that the Supplier requires the services of sub-contractors to perform any obligations cooperation with any such inspections, post-payment audits or investigations, including (but not limited under the Contract, the Supplier will notify UNICEF of this. The terms of any sub-contract will be subject to) making its Personnel and any relevant data and documentation available for the purposes of such to, and will be construed in a manner that is fully in accordance with, all of the terms and conditions of inspections, post-payment audits or investigations, at reasonable times and on reasonable conditions, and the Contract. granting UNICEF and those undertaking such inspections, post-payment audits or investigations access to the Supplier's premises at reasonable times and on reasonable conditions in connection with making its (c) The Supplier confirms that it has read UNICEF's Policy on Conduct Promoting the Protection and Personnel and any relevant data and documentation available. The Supplier will require its Safeguarding of Children. The Supplier will ensure that its Personnel understand the notification sub-contractors and its agents, including, but not limited to, the Supplier's attorneys, accountants or other requirements expected of them and will establish and maintain appropriate measures to promote advisers, to provide reasonable cooperation with any inspections, post-payment audits or investigations compliance with such requirements. The Supplier will further cooperate with UNICEF's implementation carried out by UNICEF. of this policy.
9. Privileges and Immunities; Settlement of Disputes (d) The Supplier will be fully responsible and liable for all services performed by its Personnel and sub-contractors and for their compliance with the terms and conditions of the Contract. The Supplier's 9.1 Nothing in or related to the Contract will be deemed a waiver, express or implied, deliberate or Personnel, including individual sub-contractors, will not be considered in any respect as being the inadvertent, of any of the privileges and immunities of the United Nations, including UNICEF and its employees or agents of UNICEF. subsidiary organs, under the Convention on the Privileges and Immunities of the United Nations, 1946, or otherwise. (e) Without limiting any other provisions of the Contract, the Supplier will be fully responsible and liable for, and UNICEF will not be liable for (i) all payments due to its Personnel and sub-contractors for 9.2 The terms of the Contract will be interpreted and applied without application of any system of their services in relation to the performance of the Contract; (ii) any action, omission, negligence or national or sub-national law. misconduct of the Contractor, its Personnel and sub-contractors; (iii) any insurance coverage which may be necessary or desirable for the purpose of the Contract; (iv) the safety and security of the Contractor's 9.3 The Parties will use their best efforts to settle amicably any dispute, controversy or claim arising out Personnel and sub-contractors' personnel; or (v) any costs, expenses, or claims associated with any of, or relating to the Contract. Where the Parties wish to seek such an amicable settlement through illness, injury, death or disability of the Contractor's Personnel and sub-contractors' personnel, it being conciliation, the conciliation will take place in accordance with the UNCITRAL Conciliation Rules then understood that UNICEF will have noliability or responsibility with regard to any of the events referred t in force, or according to such other procedure as may be agreed between the Parties. Any dispute, o in this Article 11.4(d). controversy or claim between the Parties arising out of the Contract which is not resolved within ninety (90) days after one Party receives a request from the other Party for amicable settlement can be referred 11.5 The Supplier will not, without the prior written consent of UNICEF, assign, transfer, pledge or by either Party to arbitration. The arbitration will take place in accordance with the UNCITRAL make other disposition of the Contract, or of any part of the Contract, or of any of the Supplier's rights or Arbitration Rules then in force. The venue of the arbitration will be New York, NY, USA. The decisions obligations under the Contract. of the arbitral tribunal will be based on general principles of international commercial law. The arbitral tribunal will have no authority to award punitive damages. In addition, the arbitral tribunal will have no 11.6 No grant of time to by a Party to cure a default under the Contract, nor any delay or failure by a authority to award interest in excess of the London Inter-Bank Offered Rate (LIBOR) then prevailing and Party to exercise any other right or remedy available to it under the Contract, will be deemed to prejudice any such interest will be simple interest only. The Parties will be bound by any arbitration award rendered any rights or remedies available to it under the Contract or constitute a waiver of any rights or remedies as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. available to it under the Contract.
10. Notices 11.7 The Supplier will not seek or file any lien, attachment or other encumbrance against any monies due or to become due under the Contract, and will not permit any other person to do so. It will 10.1 Any notice, request or consent required or permitted to be given or made pursuant to the Contract immediately remove or obtain the removal of any lien, attachment or other encumbrance that is secured will be in writing, and addressed to the persons listed in the Contract for the delivery of notices, requests against any monies due or to become due under the Contract. or consents. Notices, requests or consents will be delivered in person, by registered mail, or by confirmed email transmission. Notices, requests or consents will be deemed received upon delivery (if delivered in 11.8 The Supplier will not advertise or otherwise make public for purposes of commercial advantage or person), upon signature of receipt (if delivered by registered mail), or twenty-four (24) hours after goodwill that it has a contractual relationship with UNICEF or the United Nations. Except as regards confirmation of receipt is sent from the addressee's email address (if delivered by confirmed email references to the name of UNICEF for the purposes of annual reports or communication between the transmission). Parties and between the Supplier and its Personnel and sub-contractors, the Supplier will not, in any manner whatsoever use the name, emblem or official seal of UNICEF or the United Nations, or any 10.2 Any notice, document or receipt issued in connection with the Contract must be consistent with the abbreviation of the name of the United Nations, in connection with its business or otherwise without the terms and conditions of the Contract and, in case of any ambiguity, discrepancy or inconsistency, the written permission of UNICEF. terms and conditions of the Contract will prevail. 11.9 The Contract may be translated into languages other than English. The translated version of the 10.3 All documents that comprise the Contract, and all documents, notices and receipts issued or Contract is for convenience only, and the English language version will govern in all circumstances. provided pursuant to or in connection with the Contract, will be deemed to include, and will be interpreted and applied consistently with, the provisions of Article 9 (Privileges and Immunities; 11.10 No modification or change in the Contract, and no waiver of any of its provisions, nor any Settlement of Disputes). additional contractual relationship of any kind with the Supplier will be valid and enforceable against UNICEF unless set out in a written amendment to the Contract signed by an authorised official of 11. Other Provisions UNICEF.
11.1 The Supplier acknowledges UNICEF's commitment to transparency as outlined in UNICEF's 11.11 The provisions of Articles 2.8, 2.9, 3.8, 3.9, 4, 5, 7, 8, 9, 11.1, 11.2, 11.4(e), 11.6 and 11.8 will Information Disclosure Policy and confirms that it consents to UNICEF's public disclosure of the terms of survive delivery of the Goods and the expiry or earlier termination of the Contract. the Contract should UNICEF so determine and by whatever means UNICEF determines.
11.2 The failure of one Party to object to or take affirmative action with respect to any conduct of the other Party which is in violation of the terms of the Contract will not constitute and will not be construed to be a waiver of the violation or breach, or of any future violation, breach or wrongful conduct.
11.3 The Supplier will be considered as having the legal status of an independent contractor as regards
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