United Nations Development Programme. UNDP Sudan REFERENCE: RFQ/KRT/GF/12/002 DATE: 12/01/2012

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1 NUMBER REFERENCE: RFQ/KRT/GF/12/002 DATE: 12/01/2012 ISSUING OFFICE: UNITED NATION DEVELOPMENT PROGRAMME (UNDP) Procurement Unit, Global Fund Office, Subject: Request for Quotation (RFQ) No. RFQ/KRT/GF/12/ Lease of Warehouse Space Dear Sir / Madam, The United Nations Development Programme (UNDP), Sudan (Khartoum) hereby invites you to submit a quotation for Provision of Warehouse Storage Services of goods purchased under GFATM Programme (hereunder referred to as the services ). The RFQ shall be guided to the following: 1. Provision of the Services shall be bound by the provisions contained in the following documents, which shall take precedence over one another in case of conflict in the following order a) UNDP Standard Lease Agreement, sample of which is attached herein under Section VIII b) UNDP General Conditions for Services, attached herein under Section VII, c) Special Conditions, attached hereto as Section I, d) Bid Submission Form, attached hereto as Section II, e) Terms of Reference, attached hereto as Section III, f) Price Schedule Sheet, form of, attached hereto as Section IV, 2. Submittals: The following should be submitted as part of your quotation: a) A duly completed copy of Bid Submission Form (Section II) b) A duly completed copy of the Price Schedule (Section IV) 3. Deadline: Quotations must be delivered to by (procurement.sd@undp.org) or delivered as hard copy not later than COB, Sunday, 29 January 2012, addressed to: Name of Office: United Nations Development Programme (UNDP) Attention: Global Fund Project UNDP Compound, House 7, Block 5, Gama a Avenue, P. O. Box 913, Khartoum, Sudan or sent via at the following address: procurement.sd@undp.org 4. Additional information may be requested from:

2 NUMBER : Kindly refrain from phone calls. Please note that bidders requesting clarification of any of the items, technical requirements or conditions stipulated in this RFQ shall communicate in writing with UNDP office. Only requests for clarification received at least 96 hours prior to the deadline for submission of offers will be entertained. Replies to any requests for clarification will be transmitted to all invited bidders. 5. Evaluation: Quotations will be evaluated based on the following criteria: Compliance with requirements relating to satisfaction delivery of the services. Availability of documents establishing company/firm conformity to solicitation documents Compliance with General Conditions of Contract for Services specified by these Solicitation Documents. Cost of the Quotation 6. Vendor protest: Our vendor protest procedure is intended to afford an opportunity to appeal to persons or firms not awarded a purchase order or contract in a competitive procurement process. It is not available to non-responsive or non-timely proposers/bidders or when all proposals/bids are rejected. In the event that you believe you have not been fairly treated, you can find detailed information about vendor protest procedures in the following link:

3 NUMBER Section I: Special Conditions SPECIAL CONDITIONS Payment Terms Lead Time for service delivery Location Price Proposal Validity of Quotation Preliminary Examination - Completeness of quotation. General Terms and Conditions for Services Submission Form Language of all documentation, including installation and operating manuals Request for Clarification Address for Receipt of Bids Evaluation Criteria Payment will be done upon submission of suppliers invoice according to UNDP General Conditions of Contract for Services, and certification of satisfactory delivery of services Maximum 14 days from signature of Lease Agreement Khartoum State- Khartoum. ( Khartoum North & Omdurman not preferable) The price schedule format is provided under Annex II 90 days from deadline of submission of offer 1Partial bids permitted. apartial bids not permitted Copy enclosed (see Section V) Bidders are obliged to use the bid submission form provided in Section II English Bidders requesting clarification of any of the items, technical requirements or conditions stipulated in this RFQ shall communicate in writing with UNDP office through the address procurement.gf.sd@undp.org. Only requests for clarification received at least 96 hours prior to the deadline for submission of offers will be entertained. Replies to any requests for clarification will be transmitted to all invited bidders. procurement.sd@undp.org Evaluation of offers will be based on the following: Compliance with requirements relating to satisfaction delivery of the services. Availability of documents establishing company/firm conformity to solicitation documents Compliance with General Conditions of Contract for Services specified by these Solicitation Documents and UNDP General Conditions for Services. Cost of the Quotation

4 NUMBER Section II: Bid Submission Form Must be duly completed and returned with the Quotation. Supplementary information shall be attached according to the requirements herein. To: The procuring entity Dear Sir / Madam, Having examined the Bidding Documents, the receipt of which is hereby duly acknowledged, we, the undersigned, offer to provide [description of services] in conformity with the said bidding documents for the sum of [total bid amount in words and figures] as may be ascertained in accordance with the Price Schedule attached herewith and made part of this Bid. We undertake, if our Bid is accepted, to deliver the goods in accordance with the delivery schedule specified in the Schedule of Requirements. We agree to abide by this Bid for a period of [number] days from the date fixed for opening of Bids in the Request for Quotation, and it shall remain binding upon us and may be accepted at any time before the expiration of that period. We understand that you are not bound to accept any Bid you may receive. Dated this..... day of..... [year] Signature [in the capacity of] Duly authorized to sign the Bid for and on behalf of

5 NUMBER Section III: Terms of Reference (TOR) Technical Requirements to Service Suppliers for Storage of Goods Purchased under GFATM Programme Background information: is a key partner to the Global Fund to Fight AIDS, Tuberculosis and Malaria (GFATM) and is the UN agency assuming the role of Principal Recipient (PR) of GFATM grants in Sudan with grants covering the entire country. In its role as PR, UNDP is responsible for the financial and programmatic management of the GFATM grants. Implementation of GFATM grants envisage a large volume of procurement of health and non-health products and goods, required by the National partners to implement different interventions for AIDS, TB and Malaria prevention and control. UNDP is seeking for service providers for the following services: - Lease of Warehouse Space for storage of non-health items for short term storage before distribution to final end users; - Insurance the warehouse should be insured by the landlord (at the contractor s expense) against fire, damage, destruction, etc. - Cleaning services at the expense of the owner; Requirements for service supplier for storage of non-health items Scope of work requirements to service supplier: - Storage of non-health items procured by UNDP from the funds of the GFATM for short term storage up until the moment of hand over of goods to the beneficiaries of GFATM grants. The storage capacity which should be available for UNDP 1000 m 2. - Timely acceptance and release of goods and products in accordance with a written request from UNDP during the working hours (from Sunday to Thursday, from till 17.00hrs) with possibility to accept and discharge goods during week-ends or after 17:00 hrs pm based on advance notification from UNDP. - Load and offload goods and materials, delivered to storage and dispatch of goods from the storage, using appropriate machinery and human resources.

6 NUMBER - Make registration and keep records of materials movement, in compliance with the international standards of storage book-keeping. Use of an appropriate warehouse management software programme is an asset. - submit monthly report with indication of the list of goods and materials in store, stock balance, reception and distribution reports etc. - ensure the building is insured by the landlord (at the company expense) against fire, damage, destruction, etc. - ensure cleanliness and security for the building. Qualification Requirements: The applicant (organization) should submit documents, which verify the availability of storage facilities, suitable for storage of non- health items according to the international standards. The total area of storage space that is required by UNDP is 1000 m 2. Organization that propose storage facilities to store goods should submit appropriate verifying documents on property rights for storage facilities and documents on conformity of facilities to regulatory legal acts of Sudan (government registration and other documents). Access to the building should be large enough for deliveries by trucks and vehicles. It is required that safety measures should be in place in storage facilities (guarded day and night, safe doors, metal bars and locks). In order to ensure effective storage and record keeping of goods and materials, the organization should have electronic system of records keeping and registration of goods and materials in store and stock cards system, which comply with international standards and requirements. Organization should have appropriate human resources to ensure storage, loading and offloading, inventory management, record-keeping of goods and materials (it is necessary to enclose the list of personnel who provide services in storage facilities and indicate their job description). It is necessary to have appropriate machinery for the movement of goods within storage facilities (power lift, truck, etc.) Storage facilities should comply with fire safety regulations and equipped with means for fire safety.

7 NUMBER For evaluation of compliance of storage facilities with requirements, UNDP reserves the right to pay a visit to the storage facilities of organization and/or invite experts for evaluation of storage facilities and their compliance with above-mentioned requirements. Insurance The offered building should be insured by the landlord (at the contractor s expense) against fire, damage, destruction. The offer should be included the copy of the insurance certificate of the storage facility. UNDP does not accept any liability for claims arising out of the activities performed under the contract, or any claims for death, bodily injury, disability, damage to property or other hazards that may be suffered by Company s Personnel as a result of their work pertaining to the works in the warehouse. The Bidder shall maintain adequate medical and life insurance for their personnel, as well as insurance coverage for service-incurred illness, injury, disability or death. The contractor shall be responsible for proper custody and care of UNDP goods to be stored in the warehouse. The contractor shall, for the protection of the goods during storage in the warehouse, obtain appropriate insurance. Other conditions: The contract with the selected company will be signed for an initial period of between 6/12 months and subject to the satisfactory services provision; the lease will be extended for additional duration of minimum 1 year and up to a maximum of 3 years.

8 NUMBER Section IV: Price Schedule The Contractor is required to fill his offer in the attached price schedule, with attention to the following: 1. All prices/rates quoted must be exclusive of all taxes, since the United Nations, including its subsidiary organs, is exempt from taxes. 2. The format shown on the attached table should be used as guidance in preparing the Price Schedule. 3. The price schedule must provide a detailed cost breakdown per meter. 4. In addition to the hard copy, please also provide a soft copy of the price schedule. Storage of Non Health and Non- Food Items Description of Charges and Related Services Unit Cost per m 2 Details Storage per square meter Management system Security service LIST OF OTHER SERVICES AND CHARGES Bidder has to list all their services and the unit cost of each service. Each additional cost should be justifiable and UNDP retains the right to select only those services that it needs for execution of contract A. B. C. 2 Total cost for 1000 m per month (unit cost x 1000/12) D. TOTAL: * In case of discrepancy between the unit price and the total the unit price shall prevail. Note: Please sign and stamp your quote.

9 NUMBER Signature of Bidder. Name: Post Title: Company Name: Date: Section V: Offer Submission Check-List Document Yes / No 1. Submission Form 2. Company profile as per the Company Profile Format (Annex IV) 3. Company/Firm brochures catalogues (if available) Reference from 3 major clients (including the address, contact person and contact details) - if available Documentary evidence to establish proof of legal entity/corporation List of all storage facility and photographs of storage facility. Technical data of the storage facility 7. Copy of the insurance undertaken for the storage facility Reimbursement and claim management procedures List of warehouse machinery/ equipment in possession of the company 10. Price Schedule as per the Financial Proposal Format

10 NUMBER Note: Please consider that not providing the above documents will affect the company's evaluation. Therefore, each applicant must study the list of required documents before making its proposals. Signature: Stamp Section VI: Company Profile Format Company Name: Year of incorporation: Full Address: Contact Person: Address and Contact Details: Total Number of Employees: LOCATION AND DESCRIPTION OF ALL STORAGE FACILITIES (Please include photos) PLEASE CONFIRM IF YOU HAVE INSURANCE FOR THE FACILITY (IES) AND PROVIDE COPY OF INSURANCE CERTIFICATE. PLEASE PROVIDE DETAILS OF THE SMOKE AND FIRE DETECTION SYSTEMS AND CLIMATE CONTROL SYSTEMS INSTALLED IN YOUR STORAGE FACILITY (IES) PLEASE PROVIDE DETAILS OF THE SECURITY SYSTEMS INSTALLED IN YOUR STORAGE FACILITY(IES) Please confirm that UNDP can have access to the warehouse 24 hours a day, 7 days a week YES NO

11 NUMBER Signature: 1.0 LEGAL STATUS: Stamp Section VII: General Conditions of Contract for Services The Contractor shall be considered as having the legal status of an independent contractor vis-à-vis the United Nations Development Programme (UNDP). The Contractor s personnel and sub-contractors shall not be considered in any respect as being the employees or agents of UNDP or the United Nations. 2.0 SOURCE OF INSTRUCTIONS: The Contractor shall neither seek nor accept instructions from any authority external to UNDP in connection with the performance of its services under this Contract. The Contractor shall refrain from any action that may adversely affect UNDP or the United Nations and shall fulfill its commitments with the fullest regard to the interests of UNDP. 3.0 CONTRACTOR S RESPONSIBILITY FOR EMPLOYEES: The Contractor shall be responsible for the professional and technical competence of its employees and will select, for work under this Contract, reliable individuals who will perform effectively in the implementation of this Contract, respect the local customs, and conform to a high standard of moral and ethical conduct. 4.0 ASSIGNMENT: The Contractor shall not assign, transfer, pledge or make other disposition of this Contract or any part thereof, or any of the Contractor's rights, claims or obligations under this Contract except with the prior written consent of UNDP. 5.0 SUB-CONTRACTING: In the event the Contractor requires the services of sub-contractors, the Contractor shall obtain the prior written approval and clearance of UNDP for all sub-contractors. The approval of UNDP of a sub-contractor shall not relieve the Contractor of any of its obligations under this Contract. The terms of any sub-contract shall be subject to and conform to the provisions of this Contract. 6.0 OFFICIALS NOT TO BENEFIT:

12 NUMBER The Contractor warrants that no official of UNDP or the United Nations has received or will be offered by the Contractor any direct or indirect benefit arising from this Contract or the award thereof. The Contractor agrees that breach of this provision is a breach of an essential term of this Contract. 7.0 INDEMNIFICATION: The Contractor shall indemnify, hold and save harmless, and defend, at its own expense, UNDP, its officials, agents, servants and employees from and against all suits, claims, demands, and liability of any nature or kind, including their costs and expenses, arising out of acts or omissions of the Contractor, or the Contractor's employees, officers, agents or sub-contractors, in the performance of this Contract. This provision shall extend, inter alia, to claims and liability in the nature of workmen's compensation, products liability and liability arising out of the use of patented inventions or devices, copyrighted material or other intellectual property by the Contractor, its employees, officers, agents, servants or sub-contractors. The obligations under this Article do not lapse upon termination of this Contract. 8.0 INSURANCE AND LIABILITIES TO THIRD PARTIES: 8.1 The Contractor shall provide and thereafter maintain insurance against all risks in respect of its property and any equipment used for the execution of this Contract. 8.2 The Contractor shall provide and thereafter maintain all appropriate workmen's compensation insurance, or the equivalent, with respect to its employees to cover claims for personal injury or death in connection with this Contract. 8.3 The Contractor shall also provide and thereafter maintain liability insurance in an adequate amount to cover third party claims for death or bodily injury, or loss of or damage to property, arising from or in connection with the provision of services under this Contract or the operation of any vehicles, boats, airplanes or other equipment owned or leased by the Contractor or its agents, servants, employees or sub-contractors performing work or services in connection with this Contract. 8.4 Except for the workmen's compensation insurance, the insurance policies under this Article shall: Name UNDP as additional insured; Include a waiver of subrogation of the Contractor's rights to the insurance carrier against the UNDP; Provide that the UNDP shall receive thirty (30) days written notice from the insurers prior to any cancellation or change of coverage. 8.5 The Contractor shall, upon request, provide the UNDP with satisfactory evidence of the insurance required under this Article. 9.0 ENCUMBRANCES/LIENS:

13 NUMBER The Contractor shall not cause or permit any lien, attachment or other encumbrance by any person to be placed on file or to remain on file in any public office or on file with the UNDP against any monies due or to become due for any work done or materials furnished under this Contract, or by reason of any other claim or demand against the Contractor TITLE TO EQUIPMENT: Title to any equipment and supplies that may be furnished by UNDP shall rest with UNDP and any such equipment shall be returned to UNDP at the conclusion of this Contract or when no longer needed by the Contractor. Such equipment, when returned to UNDP, shall be in the same condition as when delivered to the Contractor, subject to normal wear and tear. The Contractor shall be liable to compensate UNDP for equipment determined to be damaged or degraded beyond normal wear and tear COPYRIGHT, PATENTS AND OTHER PROPRIETARY RIGHTS: 11.1 Except as is otherwise expressly provided in writing in the Contract, the UNDP shall be entitled to all intellectual property and other proprietary rights including, but not limited to, patents, copyrights, and trademarks, with regard to products, processes, inventions, ideas, know-how, or documents and other materials which the Contractor has developed for the UNDP under the Contract and which bear a direct relation to or are produced or prepared or collected in consequence of, or during the course of, the performance of the Contract, and the Contractor acknowledges and agrees that such products, documents and other materials constitute works made for hire for the UNDP To the extent that any such intellectual property or other proprietary rights consist of any intellectual property or other proprietary rights of the Contractor: (i) that pre-existed the performance by the Contractor of its obligations under the Contract, or (ii) that the Contractor may develop or acquire, or may have developed or acquired, independently of the performance of its obligations under the Contract, the UNDP does not and shall not claim any ownership interest thereto, and the Contractor grants to the UNDP a perpetual license to use such intellectual property or other proprietary right solely for the purposes of and in accordance with the requirements of the Contract At the request of the UNDP; the Contractor shall take all necessary steps, execute all necessary documents and generally assist in securing such proprietary rights and transferring or licensing them to the UNDP in compliance with the requirements of the applicable law and of the Contract Subject to the foregoing provisions, all maps, drawings, photographs, mosaics, plans, reports, estimates, recommendations, documents, and all other data compiled by or received by the Contractor under the Contract shall be the property of the UNDP, shall be made available for use or inspection by the UNDP at reasonable times and in reasonable places, shall be treated as confidential, and shall be delivered only to UNDP authorized officials on completion of work under the Contract USE OF NAME, EMBLEM OR OFFICIAL SEAL OF UNDP OR THE UNITED NATIONS: The Contractor shall not advertise or otherwise make public the fact that it is a Contractor with UNDP, nor shall the Contractor, in any manner whatsoever use the name, emblem or official seal of UNDP or THE United Nations, or any abbreviation of the name of UNDP or United Nations in connection with its business or otherwise CONFIDENTIAL NATURE OF DOCUMENTS AND INFORMATION:

14 NUMBER Information and data that is considered proprietary by either Party and that is delivered or disclosed by one Party ( Discloser ) to the other Party ( Recipient ) during the course of performance of the Contract, and that is designated as confidential ( Information ), shall be held in confidence by that Party and shall be handled as follows: 13.1 The recipient ( Recipient ) of such information shall: use the same care and discretion to avoid disclosure, publication or dissemination of the Discloser s Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; and, use the Discloser s Information solely for the purpose for which it was disclosed Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Information confidential in accordance with the Contract and this Article 13, the Recipient may disclose Information to: any other party with the Discloser s prior written consent; and, the Recipient s employees, officials, representatives and agents who have a need to know such Information for purposes of performing obligations under the Contract, and employees officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a need to know such Information for purposes of performing obligations under the Contract, provided that, for these purposes a controlled legal entity means: a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, any entity over which the Party exercises effective managerial control; or, for the UNDP, an affiliated Fund such as UNCDF, UNIFEM and UNV The Contractor may disclose Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of the United Nations, the Contractor will give the UNDP sufficient prior notice of a request for the disclosure of Information in order to allow the UNDP to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made The UNDP may disclose Information to the extent as required pursuant to the Charter of the UN, resolutions or regulations of the General Assembly, or rules promulgated by the Secretary-General The Recipient shall not be precluded from disclosing Information that is obtained by the Recipient from a third party without restriction, is disclosed by the Discloser to a third party without any obligation of confidentiality, is previously known by the Recipient, or at any time is developed by the Recipient completely independently of any disclosures hereunder.

15 NUMBER 13.6 These obligations and restrictions of confidentiality shall be effective during the term of the Contract, including any extension thereof, and, unless otherwise provided in the Contract, shall remain effective following any termination of the Contract FORCE MAJEURE; OTHER CHANGES IN CONDITIONS 14.1 In the event of and as soon as possible after the occurrence of any cause constituting force majeure, the Contractor shall give notice and full particulars in writing to the UNDP, of such occurrence or change if the Contractor is thereby rendered unable, wholly or in part, to perform its obligations and meet its responsibilities under this Contract. The Contractor shall also notify the UNDP of any other changes in conditions or the occurrence of any event that interferes or threatens to interfere with its performance of this Contract. On receipt of the notice required under this Article, the UNDP shall take such action as, in its sole discretion; it considers to be appropriate or necessary in the circumstances, including the granting to the Contractor of a reasonable extension of time in which to perform its obligations under this Contract If the Contractor is rendered permanently unable, wholly, or in part, by reason of force majeure to perform its obligations and meet its responsibilities under this Contract, the UNDP shall have the right to suspend or terminate this Contract on the same terms and conditions as are provided for in Article 15, "Termination", except that the period of notice shall be seven (7) days instead of thirty (30) days Force majeure as used in this Article means acts of God, war (whether declared or not), invasion, revolution, insurrection, or other acts of a similar nature or force The Contractor acknowledges and agrees that, with respect to any obligations under the Contract that the Contractor must perform in or for any areas in which the UNDP is engaged in, preparing to engage in, or disengaging from any peacekeeping, humanitarian or similar operations, any delays or failure to perform such obligations arising from or relating to harsh conditions within such areas or to any incidents of civil unrest occurring in such areas shall not, in and of itself, constitute force majeure under the Contract TERMINATION 15.1 Either party may terminate this Contract for cause, in whole or in part, upon thirty (30) days notice, in writing, to the other party. The initiation of arbitral proceedings in accordance with Article 16.2 ( Arbitration ), below, shall not be deemed a termination of this Contract UNDP reserves the right to terminate without cause this Contract at any time upon 15 days prior written notice to the Contractor, in which case UNDP shall reimburse the Contractor for all reasonable costs incurred by the Contractor prior to receipt of the notice of termination In the event of any termination by UNDP under this Article, no payment shall be due from UNDP to the Contractor except for work and services satisfactorily performed in conformity with the express terms of this Contract Should the Contractor be adjudged bankrupt, or be liquidated or become insolvent, or should the Contractor make an assignment for the benefit of its creditors, or should a Receiver be appointed on account of the insolvency of

16 NUMBER the Contractor, the UNDP may, without prejudice to any other right or remedy it may have under the terms of these conditions, terminate this Contract forthwith. The Contractor shall immediately inform the UNDP of the occurrence of any of the above events SETTLEMENT OF DISPUTES 16.1 Amicable Settlement: The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of this Contract or the breach, termination or invalidity thereof. Where the parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the UNCITRAL Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the parties Arbitration: Any dispute, controversy, or claim between the Parties arising out of the Contract or the breach, termination, or invalidity thereof, unless settled amicably under Article 16.1, above, within sixty (60) days after receipt by one Party of the other Party s written request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. The decisions of the arbitral tribunal shall be based on general principles of international commercial law. For all evidentiary questions, the arbitral tribunal shall be guided by the Supplementary Rules Governing the Presentation and Reception of Evidence in International Commercial Arbitration of the International Bar Association, 28 May 1983 edition. The arbitral tribunal shall be empowered to order the return or destruction of goods or any property, whether tangible or intangible, or of any confidential information provided under the Contract, order the termination of the Contract, or order that any other protective measures be taken with respect to the goods, services or any other property, whether tangible or intangible, or of any confidential information provided under the Contract, as appropriate, all in accordance with the authority of the arbitral tribunal pursuant to Article 26 ( Interim Measures of Protection ) and Article 32 ( Form and Effect of the Award ) of the UNCITRAL Arbitration Rules. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in the Contract, the arbitral tribunal shall have no authority to award interest in excess of the London Inter-Bank Offered Rate ( LIBOR ) then prevailing, and any such interest shall be simple interest only. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such dispute, controversy, or claim PRIVILEGES AND IMMUNITIES: Nothing in or relating to this Contract shall be deemed a waiver, express or implied, of any of the privileges and immunities of the United Nations, including its subsidiary organs TAX EXEMPTION 18.1 Section 7 of the Convention on the Privileges and Immunities of the United Nations provides, inter-alia that the United Nations, including its subsidiary organs, is exempt from all direct taxes, except charges for public utility services, and is exempt from customs duties and charges of a similar nature in respect of articles imported or exported for its official use. In the event any governmental authority refuses to recognize the United Nations exemption from such taxes, duties or charges, the Contractor shall immediately consult with the UNDP to determine a mutually acceptable procedure.

17 NUMBER 18.2 Accordingly, the Contractor authorizes UNDP to deduct from the Contractor's invoice any amount representing such taxes, duties or charges, unless the Contractor has consulted with the UNDP before the payment thereof and the UNDP has, in each instance, specifically authorized the Contractor to pay such taxes, duties or charges under protest. In that event, the Contractor shall provide the UNDP with written evidence that payment of such taxes, duties or charges has been made and appropriately authorized CHILD LABOUR 19.1 The Contractor represents and warrants that neither it, nor any of its suppliers is engaged in any practice inconsistent with the rights set forth in the Convention on the Rights of the Child, including Article 32 thereof, which, inter alia, requires that a child shall be protected from performing any work that is likely to be hazardous or to interfere with the child's education, or to be harmful to the child's health or physical mental, spiritual, moral or social development Any breach of this representation and warranty shall entitle UNDP to terminate this Contract immediately upon notice to the Contractor, at no cost to UNDP MINES: 20.1 The Contractor represents and warrants that neither it nor any of its suppliers is actively and directly engaged in patent activities, development, assembly, production, trade or manufacture of mines or in such activities in respect of components primarily utilized in the manufacture of Mines. The term "Mines" means those devices defined in Article 2, Paragraphs 1, 4 and 5 of Protocol II annexed to the Convention on Prohibitions and Restrictions on the Use of Certain Conventional Weapons Which May Be Deemed to Be Excessively Injurious or to Have Indiscriminate Effects of Any breach of this representation and warranty shall entitle UNDP to terminate this Contract immediately upon notice to the Contractor, without any liability for termination charges or any other liability of any kind of UNDP OBSERVANCE OF THE LAW: The Contractor shall comply with all laws, ordinances, rules, and regulations bearing upon the performance of its obligations under the terms of this Contract SEXUAL EXPLOITATION: 22.1 The Contractor shall take all appropriate measures to prevent sexual exploitation or abuse of anyone by it or by any of its employees or any other persons who may be engaged by the Contractor to perform any services under the Contract. For these purposes, sexual activity with any person less than eighteen years of age, regardless of any laws relating to consent, shall constitute the sexual exploitation and abuse of such person. In addition, the Contractor shall refrain from, and shall take all appropriate measures to prohibit its employees or other persons engaged by it from, exchanging any money, goods, services, offers of employment or other things of value, for sexual favors or activities, or from engaging in any sexual activities that are exploitive or degrading to any person. The Contractor acknowledges and agrees that the provisions hereof constitute an essential term of the Contract and that any breach of this

18 NUMBER representation and warranty shall entitle UNDP to terminate the Contract immediately upon notice to the Contractor, without any liability for termination charges or any other liability of any kind The UNDP shall not apply the foregoing standard relating to age in any case in which the Contractor s personnel or any other person who may be engaged by the Contractor to perform any services under the Contract is married to the person less than the age of eighteen years with whom sexual activity has occurred and in which such marriage is recognized as valid under the laws of the country of citizenship of such Contractor s personnel or such other person who may be engaged by the Contractor to perform any services under the Contract AUTHORITY TO MODIFY: Pursuant to the Financial Regulations and Rules of UNDP, only the UNDP Authorized Official possesses the authority to agree on behalf of UNDP to any modification of or change in this Agreement, to a waiver of any of its provisions or to any additional contractual relationship of any kind with the Contractor. Accordingly, no modification or change in this Contract shall be valid and enforceable against UNDP unless provided by an amendment to this Agreement signed by the Contractor and jointly by the UNDP Authorized Official.

19 NUMBER Section VIII: UNDP Standard Lease Agreement THIS LEASE Agreement, made and entered into this day of in the year two thousand by and between , [whose address is for himself, his heirs, executors, administrators, successors and assignees] [a company duly incorporated under the laws of ], (hereinafter referred to as "the Lessor"), [acting by , its [title]] and the United Nations Development Programme (hereinafter referred to as "the UNDP ) acting by, its Representative in (hereinafter referred to as "the country"), whose address is. The Lessor and the UNDP are collectively hereinafter referred to as "the Parties". WITNESSTH: The Parties hereto, for the mutual considerations herein set forth, hereby agree as follows: 1. The Lessor hereby leases to the UNDP, and the UNDP hires from the Lessor, the [house] [building] known as [on the floor(s) in the building known as ][together with appropriate parking space,] in the city of the said [house][building] and parking space (hereinafter referred to as "the demised Premises"). The Lessor represents and warrants that he/she/it has legal title and rightful ownership of the Premises hereby described more fully as follows: (If the building is to be shared with other occupants, the following provisions should be included:) "TOGETHER WITH the use in common with other persons entitled thereto of the entrances to the building, its public halls, corridors, elevators, stairways, and public toilets." TO BE USED for a office in the country and for such other purposes as the may desire, this Lease Agreement cancelling all other agreements, if any, heretofore entered into between the said Parties relating in any way to the demised Premises. FOR A TERM beginning and ending, or on such earlier date as this Lease Agreement may terminate as herein provided.

20 UNDP North Sudan Number: RFQ/KRT/GF/050 REQUEST FOR QUOTATION NUMBER 2. The UNDP shall pay the Lessor for the demised Premises a rent of for each full month of the term of this Lease Agreement. Such rent shall be payable within five calendar days after the end of the calendar month to which the rent payment pertains. In the event the UNDP's use and occupancy of the demised Premises is for less than a full month, the monthly rent shall be pro-rated. 2.1 The Lessor shall issue a standby irrevocable letter of credit (or give a bank guaranty or other form of guarantee) acceptable to the UNDP to the benefit of the UNDP. 3. The UNDP shall take good care of the demised Premises and the fixtures and appurtenances therein reasonable wear and tear excepted. 4. The Lessor represents that the demised Premises [other than the parking space] may lawfully be used for the UNDP office and other purposes, if any, expressly set forth in this Lease Agreement, and covenants and agrees that the UNDP shall peaceably and quietly have, hold and enjoy the demised Premises for the term above- mentioned without any unlawful interruption or disturbance. 5. Upon its expiration, this Lease Agreement shall be renewable at the option of the UNDP, under the same terms and conditions as are set forth herein. (If the Lessor is agreeable to renewing the Lease Agreement on the same terms and conditions except for the monthly rent then the following provisions should be added to the end of Paragraph 5:) ", except for the rent which shall be adjusted within agreed limits on the basis of the rate of increase or decrease of the official consumer price index in...(city)... or such other index as the Parties may agree." 6. UNDP may terminate this Lease Agreement upon giving not less than thirty (30) day s advance written notice to the Lessor. In the event of termination by UNDP, the Lessor shall have the right to payment of rent only, to the date the UNDP vacates the demised Premises. 7. In the event of a sale or transfer of title or the creation of a mortgage or any other encumbrances affecting the demised Premises, the Lessor warrants that the Lease terms and conditions shall remain in full force without prejudice to any rights or remedies the UNDP have hereunder, including but not limited to, the right to enjoy and use the demised Premises until its date of expiry as provided in this Lease Agreement, or any extension or renewal thereof.

21 UNDP North Sudan Number: RFQ/KRT/GF/050 REQUEST FOR QUOTATION NUMBER 8. The Lessor undertakes to furnish, at no additional cost to the UNDP, the services described in Annex A hereto. 9. The Lessor undertakes full and sole responsibility for the payment of all taxes and for any other charges of a public nature which are or may be assessed in the future against the demised Premises. 10. The Lessor undertakes to maintain the demised Premises [and the building, including its entrances, public halls, corridors, elevators, stairways, and public toilets] in good repair and tenantable condition, including repainting and/or repairing at intervals of two years and when their condition warrants earlier attention. For this purpose, and subject to the UNDP's agreement, the Lessor shall have the right upon reasonable prior notice to the UNDP, and at reasonable times, to enter, inspect and make any necessary repairs to the demised Premises, and may enter the demised Premises forthwith whenever reasonably necessary to make urgent, emergency repairs. 11. The Lessor undertakes and agrees to maintain the sidewalks of the [house] [building] in proper condition and free [of ice, snow and] any obstruction, and to accept all responsibility in connection therewith. 12. The Lessor undertakes that other parts of the building shall not be let or used for any illegal purpose or for gambling, and to take into account that the UNDP is a tenant in the building. 13. (a) The UNDP shall have the right to make alterations, attach fixtures, install protection films on windows, install permanent walls, and erect additions, structures, and signs in or upon the demised Premises, and to affix a flagstaff and office signs and insignia outside the [house] [building] and on the demised Premises provided such alterations, additions, structures, or signs shall not be detrimental to or inconsistent with the rights granted to other tenants in the building. Such fixtures, additions, or structures so placed in or upon or attached to the demised Premises shall be and remain the property of the UNDP and may be removed therefrom by the UNDP prior to or within a reasonable time after the term of this Lease Agreement expires or is terminated in accordance herewith; (b) Where minor alterations, renovations or additions are made on the demised Premises, the UNDP, at the request of the Lessor, shall restore the demised Premises to the same condition as that existing at the time of entering upon the same under this Lease Agreement, reasonable wear and tear and damage by the elements or by circumstances over which the has no control, excepted. If the Lessor requires such restoration, the Lessor shall give written notice thereof to the UNDP not less than thirty days before the expiration or termination of this Lease Agreement. (c) Where, with the prior written consent of the Lessor, major alterations, renovations or additions are made on the demised Premises, the UNDP shall not be under any obligation to restore the demised

22 UNDP North Sudan Number: RFQ/KRT/GF/050 REQUEST FOR QUOTATION NUMBER Premises to the state and conditions existing prior to entering upon the same under this Lease Agreement. Such consent shall be set forth in writing and shall contain provisions on the amortization or compensation of the expenses either through offsetting the expenses against rental payments, or payment for their fair market value. 14. The UNDP shall not transfer, assign or sublet the demised Premises or any part thereof, except to other units, organs or bodies of the United Nations or Specialized Agencies within the United Nations system, without the written consent of the Lessor, which consent shall not, however, be unreasonably withheld, and when given to a transfer or assignment, said consent shall have the legal effect of releasing and discharging the UNDP from its obligations under this Lease Agreement as of the date of the transfer or assignment. 15. Should the [house] [building] or any part thereof be damaged by fire or any other cause, this Lease Agreement shall, in case of total destruction of either the [house] [building] or the demised Premises, or upon either the [house] [building] or the demised Premises being rendered unfit for further tenancy or for use by the UNDP, immediately terminate this Lease Agreement notwithstanding Paragraph 6, and, in case of partial destruction or damage of either the [house] [building] or the demised Premises, shall terminate at the option of the UNDP upon giving notice in writing to the Lessor within thirty days after such fire or partial destruction or damage. In the event of termination of this Lease Agreement under this paragraph, no rent shall accrue to the Lessor after such total or partial destruction or damage. Should the UNDP elect to remain on the demised Premises rendered partially untenantable, it shall have the right to a proportionate rebate or reduction of the rent payments. In such circumstances, the Lessor shall promptly undertake the repairs or permit the UNDP to undertake the repairs at the expense of the Lessor. Such permission shall be set forth in writing and shall contain a provision authorizing the UNDP to offset the expenses incurred on Lessor's behalf against the monthly rent. (Where rent is paid in advance, the following sentence should be added at the end of Article 15). Where rent is paid in advance and UNDP decides to vacate the premises following such total or partial destruction or damage, the Lessor shall refund the remaining pro-rated rental amount upon UNDP s vacation of the Premises. 16. In the event of interruption or curtailment, whether due to strikes, mechanical difficulties or other causes, of any service maintained or required to be maintained in the [house] [building], or the demised Premises, the Lessor undertakes to take such measures as may be necessary in the circumstances to restore the service without undue delay. The UNDP shall have the right to a proportionate abatement of rent during the period of such interruption or curtailment. 17. In the event the Lessor fails to substantially fulfil any of the terms and conditions of this Lease Agreement, and without prejudice to any other remedy which the UNDP may have for such failure, the UNDP shall have the right either to terminate this Lease Agreement without prior notice and/or, at its option, to take any

23 UNDP North Sudan Number: RFQ/KRT/GF/050 REQUEST FOR QUOTATION NUMBER other measures which it may deem necessary, to establish the conditions contemplated by this Lease Agreement and at the entire cost and expense of the Lessor. (If advance payment is made, the following paragraph should be added.)

24 UNDP North Sudan Number: RFQ/KRT/GF/048 REQUEST FOR QUOTATION NUMBER 18. Without prejudice to any other rights available to the against the Lessor, and notwithstanding any provision of this Lease Agreement to the contrary, should this Lease Agreement be terminated for any reason prior to the ending date set forth in Paragraph 1 or any extension thereof, the Lessor shall refund to the UNDP the balance of any advance payment after having deducted the rent corresponding to the period of the UNDP's actual occupancy of the demised Premises. Such refund shall be affected on the date the UNDP vacates the demised Premises. 19. The Lessor undertakes to provide and maintain at its own cost public liability insurance which shall hold the UNDP harmless, and name the UNDP as additional insured, from claims against it as occupant of the demised Premises, and the Lessor shall provide the UNDP with proof that such insurance has been obtained and remains in effect. 20. (a) The Lessor shall keep the demised Premises insured for all risks, including fire, explosion, civil strife, as well as earthquake, flood or other natural phenomenon, under a comprehensive policy taken out with an insurance company acceptable to the UNDP, and shall make known to such insurance company the use to which the building will be put by the UNDP. (b) The Lessor shall obtain, for each policy of each insurance, provisions providing for a waiver of subrogation of the Lessor's rights to the insurance carrier against the UNDP. (c) The UNDP shall be responsible for the insurance of its own property, equipment and furnishings in the demised Premises. (d) The Lessor shall be responsible for satisfying any tort claims by third parties for personal injury, loss, illness, death or damage to their property occurring on or about the demised Premises and attributable to the acts or omissions of the Lessor or of its servants or agents, and shall hold the UNDP harmless against such claims. (e) The UNDP shall be responsible for dealing with any tort claims by third parties for personal injury, loss, illness, death or damage to their property arising from its occupation and use of the demised Premises. The Lessor acknowledges and agrees that the UNDP shall self-insure against such risks. 21. The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of, or relating to this Lease Agreement or the breach, termination or invalidity thereof through negotiation, conciliation or other modes of amicable settlement. Where the Parties wish to seek such an amicable settlement through conciliation, the conciliation shall be undertaken in accordance with the UNCITRAL Conciliation Rules then obtaining. If the Parties fail to resolve the dispute, controversy or claim amicably within sixty (60) days after receipt by one Party of the other Party's request for such amicable settlement, either party shall submit the dispute, controversy or claim to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. The arbitral tribunal shall have no authority to award punitive damages. The Parties shall be bound by the arbitration award rendered in accordance with such arbitration, as the final adjudication of any such dispute, controversy or claim. 22. Nothing contained in this Lease Agreement shall be deemed a waiver, express or implied, of any immunity from suit or legal process, or of any privilege, exemption or other immunity enjoyed by the UNDP, whether pursuant to the Convention on the Privileges and Immunities of the United Nations or other Convention, law or decree of an international or national character or otherwise. Page 24 of 25