REQUEST FOR PROPOSAL (RFP)

UNDP/GEF Project “Nationally Appropriate Mitigation Actions for Low-carbon Urban Development”

DATE: 04.05.2018REFERENCE: RFP-2018-014Technical assistance with the implementation of the “Municipal Energy Efficiency Investment Support Facility”

Dear Sir / Madam:

We kindly request you to submit your Proposal for consulting services on assistance with theimplementation of the “Municipal Energy Efficiency Investment Support Facility”.

Please be guided by the form attached hereto as Annex 2, in preparing your Proposal. Proposals may be submitted before 6:00 PM 25 May 2018 via courier mail to the address

below: United Nations Development Programme in Kazakhstan

14 A.Mambetov str., 010000, Astana, Republic of Kazakhstan Ms. Nurgul Murzagaliyeva, Procurement Associate

Please, indicate the tender reference, the name and address of the bidder on the envelope!!!

Your Proposal must be expressed in the Russian language, and valid for a minimum period of

90 days.In the course of preparing your Proposal, it shall remain your responsibility to ensure that it

reaches the address above on or before the deadline. Proposals that are received by UNDP after the deadline indicated above, for whatever reason, shall not be considered for evaluation.

Services proposed shall be reviewed and evaluated based on completeness and compliance of the Proposal and responsiveness with the requirements of the RFP and all other annexes providing details of UNDP requirements.

The Proposal that complies with all of the requirements, meets all the evaluation criteria and offers the best value for money shall be selected and awarded the contract. Any offer that does not meet the requirements shall be rejected.

Any discrepancy between the unit price and the total price shall be re-computed by UNDP, and the unit price shall prevail and the total price shall be corrected. If the Service Provider does not accept the final price based on UNDP’s re-computation and correction of errors, its Proposal will be rejected.

No price variation due to escalation, inflation, fluctuation in exchange rates, or any other market factors shall be accepted by UNDP after it has received the Proposal. At the time of Award of Contract or Purchase Order, UNDP reserves the right to vary (increase or decrease) the quantity of

services and/or goods, by up to a maximum twenty five per cent (25%) of the total offer, without any change in the unit price or other terms and conditions.

Any Contract or Purchase Order that will be issued as a result of this RFP shall be subject to the General Terms and Conditions attached hereto. The mere act of submission of a Proposal implies that the Service Provider accepts without question the General Terms and Conditions of UNDP, herein attached as Annex 3.

Please be advised that UNDP is not bound to accept any Proposal, nor award a contract or Purchase Order, nor be responsible for any costs associated with a Service Providers preparation and submission of a Proposal, regardless of the outcome or the manner of conducting the selection process.

UNDP’s vendor protest procedure is intended to afford an opportunity to appeal for persons or firms not awarded a Purchase Order or Contract in a competitive procurement process. 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: http://www.undp.org/procurement/protest.shtml.

UNDP encourages every prospective Service Provider to prevent and avoid conflicts of interest, by disclosing to UNDP if you, or any of your affiliates or personnel, were involved in the preparation of the requirements, design, cost estimates, and other information used in this RFP.

UNDP implements a zero tolerance on fraud and other proscribed practices, and is committed to preventing, identifying and addressing all such acts and practices against UNDP, as well as third parties involved in UNDP activities. UNDP expects its Service Providers to adhere to the UN Supplier Code of Conduct found in this link: http://www.un.org/depts/ptd/pdf/conduct_english.pdf Thank you and we look forward to receiving your Proposal.

Sincerely yours,Alexandr BelyiProject Manager of UNDP-GEF Projects on EE

ANNEX 1Description of Requirements

Context of the Requirement

UNDP/GEF Project “Nationally Appropriate Mitigation Actions for Low-carbon Urban Development”

Implementing Partner of UNDP

Ministry of Investments and Development of the Republic of Kazakhstan

Brief Description of the Required Services

Consulting services for technical assistance with the implementation of the “Municipal Energy Efficiency Investment Support Facility”

List and Description of Expected Outputs to be Delivered

Under this assignment, the following outputs to be delivered: - Deliverable 1: Interim Report containing of improved Operation Manual for technical appraisal and verification if investment initiatives\projects, Operational Manual for assessment and monitoring of implementing investment initiatives\projects, training needs and capacity building plan for targeted groups, training and capacity building action plan for the targeted groups, detailed performance plan and schedule under this assignment - Deliverable 2: Interim report on technical appraisal and verification procedures training, held for Financing Partner and Local Technical Partner - Deliverable 3: Monthly report with detailed technical appraisal of the submitted project proposals - Deliverable 4: Interim report on hold training on technical appraisal and verification procedures, held for local financial institutions- Deliverable 5: Final report containing all the results received, lessons learned and recommendations.

For more details, please refer to the Terms of Reference Person to Supervise the Work/Performance of the Service Provider

Works performance will be supervised directly by Project Manager in collaboration with the Project Expert on low-carbon financing

Frequency of Reporting As specified by the Terms of References Progress Reporting Requirements

As specified by the Terms of References

Location of work Home-basedExpected duration of work

10,5 months

Target start date app. mid of June 2018Latest completion date app. mid of May 2019 Travels Expected Expected travels under the assignment for:

1) International Technical Advisor is expected to have 2 trips to Kazakhstan:- The 1st to Astana with duration no more than 4 days (including travel days), to hold the training on technical appraisal and verification of investment projects for financing partner and local technical partner, - The 2d to Almaty with duration no more than 3 days (including travel days), to hold training on implementation assessment and monitoring of implemented investment projects for local financial institutions.2) National Technical Partner is expected to have maximum 8 trips (with duration no more than 2 days, including the travel days) round Kazakhstan regions with aim to hold assessment and monitoring of stated investment projects*Regions to be approved and agreed with UNDP-GEF Project as the Contract signed and the expected sub-projects implemented

Special Security N\A

Requirements Facilities to be Provided by UNDP (i.e., must be excluded from Price Proposal)

UNDP-GEF Project will cover the costs related to arrangement and conducting trainings: - rent of conference room and IT-equipment (screen, board, projector, laptop, microphones), - catering (coffee-breaks and lunch) for trainings participants

Implementation Schedule indicating breakdown and timing of activities/sub-activities

Required

Names and curriculum vitae of individuals who will be involved in completing the services

Required

Currency of Proposal Kazakhstan TengeValue Added Tax on Price Proposal

Inclusive of VAT and other applicable indirect taxes

Validity Period of Proposals (Counting for the last day of submission of quotes)

X 90 days

In exceptional circumstances, UNDP may request the Proposer to extend the validity of the Proposal beyond what has been initially indicated in this RFP. The Proposal shall then confirm the extension in writing, without any modification whatsoever on the Proposal

Partial Quotes X Not permitted

Payment Terms Outputs Percentage Timing Condition for Payment Release

Deliverable 1: Interim Report containing of:- improved Operation Manual for technical appraisal and verification if investment initiatives\projects,- Operational Manual for assessment and monitoring of implementing investment initiatives\projects, - Training needs and capacity building plan for targeted groups, - Training and capacity building action plan for the targeted groups,- detailed performance plan and schedule

To be identified by the Offeror

Within 1,5 month after contract signature

Within thirty (30) days from the date of meeting the following conditions:a) UNDP’s written

acceptance (i.e., not mere receipt) of the quality of the outputs; and

b) Receipt of invoice from the Service Provider.

under this assignmentDeliverable 2: Interim report on technical appraisal and verification procedures training, held for Financing Partner and Local Technical Partner

Within 2,5 months after contract signature

Deliverable 3: Monthly report with detailed technical appraisal of the submitted project proposals

Not later than 10 working days after each calendar month

Deliverable 4: Interim report on hold training on technical appraisal and verification, held for local financial institutions

Within 9,5 months after contract signature

Deliverable 5: Final report containing all the results received, lessons learned and recommendations

Within 10,5 months after contract signature

Person(s) to review/inspect/ approve outputs/completed services and authorize the disbursement of payment

Project Manager of UNDP-GEF Projects on energy efficiency

Type of Contract to be Signed

UNDP Contract for Services

Criteria for Contract Award

- Highest Combined Score (based on the 70% technical offer and 30% price weight distribution) - Full acceptance of the UNDP Contract General Terms and Conditions (GTC). This is a mandatory criteria and cannot be deleted regardless of the nature of services required. Non acceptance of the GTC may be grounds for the rejection of the Proposal

*Non-acceptance of the terms of the General Terms and Conditions (GTC) may be grounds for disqualification from this procurement process

Criteria for the Assessment of Proposal

Summary of Technical Proposal Evaluation Forms

Score Weight

Points Obtainable

Expertise of Firm / Organization 20% 200Proposed Methodology, Approach and 30% 300

Implementation PlanManagement Structure and Key Personnel

50% 500

Total 1000

Technical Proposal (70%) EXPERTISE OF THE FIRM/ORGANIZATION – 200 POINTS

1.1 National Technical Partner – 100 subpoints Points obtainable

1.1.1 Reputation and reliability in the area of energy expertise, energy audit of buildings and facilities as minimum 5 years: 5 years – 7 points, for each additional year - 1 point, max. up to 10 points

10

1.1.2 Financial stability of the Offeror confirmed with respective documents (statements on debt clearance in any tax, bank and other authorized bodies, balance sheets for 2016-2017): 2 points – tax debt clearance statement, 2 points – statements from servicing banks, 3 points – balance sheets for 2016, 3 points - balance sheets for 2017

10

1.1.3 Expertise with development of operational manuals\guidelines\directories for technical appraisal and verification of investment projects: no expertise - 0 points, available expertise – from 14 to 20 points

20

1.1.4 Available operational base to perform the services: no operational base – o points, available operational base – from 7 to 10 points

10

1.1.5 Experience in implementation\involvement in energy efficiency projects in Kazakhstan (including technical and economic appraisal): no experience - 0 points, available experience – from 14 to 20 points

20

1.1.6 Experience in arrangement and conducting the trainings on energy saving and efficiency issues: no experience - 0 points, available experience – from 14 to 20 points

20

1.1.7 Experience with international organizations: no experience - 0 points, available experience – from 7 to 10 points

10

Subtotal 1001.2 International Technical Advisor – 100 subpoints1.2.1 Reputation and reliability of the Offeror in the area

of energy efficiency project development, appraisal, implementation\monitoring, in particular in municipal sector as minimum 10 years: 10 years – 7 points, for each additional year - 1 point, max. up to 10 points

10

1.1.2 Financial stability of the Offeror confirmed with respective documents (statements on debt clearance in any tax, bank and other authorized bodies, balance sheets for 2016-2017): 2 points – tax debt clearance statement, 2 points – statements from servicing banks, 3 points – balance sheets for 2016, 3 points - balance sheets for 2017

10

1.1.3 Experience with implementing and\or supporting implementation of projects involving blended finance facilities in partnership with financial organizations: no experience - 0 points, available

20

experience (staring from 3 years) – from 14 to 20 points

1.1.4 Expertise with development of operational manuals\guidelines\directories for technical appraisal and verification of investment projects: no expertise - 0 points, available expertise – from 14 to 20 points

20

1.1.5 Expertise with arrangement and conducting the trainings on technical implementation of any projects\initiatives for target groups: no expertise - 0 points, available expertise – from 14 to 20 points

20

1.1.6 Experience in CIS countries: no experience - 0 points, available experience – from 7 to 10 points

10

1.1.7 Experience with international organizations: no experience - 0 points, available experience – from 7 to 10 points

10

Subtotal 100

PROPOSED METHODOLOGY, APPROACH AND IMPLEMENTATION PLAN – 200 POINTS

Points Obtainable

2.1 Understanding the nature and scope of required services by the Consortium

75

2.2 Appropriateness of services scope with TOR requirements: available works schedule, distribution of duties, description of methodology

150

2.4 Is the presentation clear and is the sequence of activities and the planning logical, realistic and promise efficient implementation to the project?

75

300

MANAGEMENT STRUCTURE AND KEY PERSONNEL3.1 NATIONAL TECHNICAL PARTNER (Kazakhstan company) - 500 points

Points Obtainable

3.1.1 Team leader 100Master or equivalent in energy and/or finances, economics: University degree – 11 points, Master’s degree – from 13 to 14 points, higher qualification – 15 points

15

As minimum 7 years of experience in the field of energy, housing utilities sector\urban infrastructure: 7 years – 25 points, for each additional year – 2 points, max. up to 35 points

35

Experience with energy efficiency projects in Kazakhstan, including technical and economic appraisal: no experience - 0 points, available experience - per 3 pints for each project, max. up to 35 points

35

Fluent Russian and English: no language skills - 0 points, knowledge of 1 language - 7 points, knowledge of 2 languages - 15 points

15

3.1.2 Local expert on energy audit 100University technical degree (energy): University degree – 11 points, Master’s degree – from 13 to 14 points, higher qualification – 15 points

15

As minimum 5 years of experience with energy audit and technical survey (scanning) of buildings and facilities: 5 years – 18 points, for each additional year – 1 point, max. up to 25 points

25

Knowledge of energy audit methodology and procedures Expertise in analyzing the energy audit documentation and data, calculating the design and actual, specific energy consumption: no expertise - 0 points, available expertise - from 14 to 20 points

20

Expertise in preparation of cost estimates and recommendations on retrofit measures and energy efficiency upgrades: no expertise - 0 points, available expertise - from 14 to 25 points

25

Fluent Russian. Working knowledge of English is preferable: no language skills - 0 points, knowledge of 1 language - 7 points, knowledge of 2 languages - 15 points

15

3.1.3 Local expert on financial issues 100University degree in finances, economics, statistics: university degree – 11 points, Master’s degree – from 13 to 14 points, higher qualification – 15 points

15

As minimum 5 years of experience in financial or\and investment analysis, financial consulting: 5 years – 14 points, for each additional year – 1 point, max. up to 20 points

20

Expertise with development of business plans, feasibility studies: no expertise - 0 points, available expertise - from 18 to 25 points

25

Knowledge of financial analysis and evaluation methods of investment projects. Ability to work with financial, economic and statistic data: no knowledge - 0 points, available knowledge - from 18 to 25 points

25

Fluent Russian. Working knowledge of English is preferable: no language skills - 0 points, knowledge of 1 language - 7 points, knowledge of 2 languages - 15 points

15

3.2 INTERNATIONAL TECHNICAL ADVISOR (FOREIGN COMPANY) - 300 POINTS3.2.1 International expert on energy audit 100

Master degree or equivalent in technical sciences (energy): University degree - 7 points, Master’s degree – from 8 to 9 points, higher qualification – 10 points

10

As minimum 7 years of experience in the field of heating energy. Experience in CIS countries is an asset: 7 years – 11 points, for each additional year – 1 point, max. up to 15 points

15

Excellent knowledge of energy audit methodology and procedures, technical survey (scanning) of buildings and facilities. Expertise in analyzing the energy audit documentation and data, calculating the design and actual, specific energy consumption: no expertise - 0 points, available expertise - from 11 to 15 points

15

Experience or participation in technical review and assessment of investment projects: no experience - 0 points, available experience - from 14 to 20 points

20

Expertise in preparation of cost estimates and recommendations on retrofit measures and energy efficiency upgrades: no expertise - 0 points, available expertise - from 14 to 20 points

20

Experience\participation in development and conducting the training program on energy efficiency for target groups: no experience - 0 points, available experience - from 7 to 10 points

10

Fluent English and Russian: no language skills - 0 points, knowledge of 1 language - 5 points, knowledge of 2 languages - 10 points

10

3.2.2 International Expert on financial issues

100

Master degree or equivalent in finances, economics, statistics: University degree - 7 points, Master’s degree – from 8 to 9 points, higher qualification – 10 points

10

As minimum 7 years of experience in financial or\and investment analysis, financial consulting: 7 years – 11 points, for each additional year – 1 point, max. up to 15 points

15

Experience and expertise with development of business plans and feasibility studies: no expertise - 0 points, available expertise - from 18 to 25 points

25

Knowledge of financial modelling, analysis and evaluation methods of investment projects. Expertise in making the respective recommendations relating to projects specifics, with financial, economic and statistic data: no knowledge - 0 points, available knowledge - from 18 to 25 points

25

Involvement\participation in development and conducting the training programs on financial\investments issues for target groups: no experience - 0 points, available experience - from 11 to 15 points

15

Fluent English and Russian: no language skills - 0 points, knowledge of 1 language - 5 points, knowledge of 2 languages - 10 points

10

Financial Proposal (30%) To be computed as Combined Scoring Method, using the 70%-30% distributionfor technical and financial proposals, respectively. By Combined ScoringMethod, the proposals of the Bidders to be evaluated and determined as:a) Compliant/acceptable, andb) Having received the highest score out of a pre-determined set of weighted technical and financial criteria

UNDP will award the contract to:

One Proposer only

Note: The Offeror can submit its proposal in consortium* with other(foreign) legal entities, clearly indicating the duties and share of participation of each legal entity for this assignment. Submission ofnecessary documents confirming the legal capacity, solvency andqualification of personnel is mandatory for all participants of theConsortium.*The Consortium means here the Kazakhstan company and under its

supervisionthe international company or international experts

Annexes to this RFPX Form for Submission of Proposal (Annexes 2-1 and 2-2)X Detailed Terms of References (Annex 3 with Sub-annexes 3-I and 3-II)X Template of standard contract for services (Annex 4)X General Terms and Conditions / Special Conditions (Annex 5)

Contact Person for Inquiries(Written inquiries only)1

Ainur Amirkhanova, Project Procurement Specialistainur.amirkhanova@undp.org

Any delay in UNDP’s response shall be not used as a reason for extending the deadline for submission, unless UNDP determines that such an extension is necessary and communicates a new deadline to the Proposers.

1 This contact person and address is officially designated by UNDP. If inquiries are sent to other person/s or address/es, even ifthey are UNDP staff, UNDP shall have no obligation to respond nor can UNDP confirm that the query was received.

Other Information [pls. specify]

1) The Offeror should submit its proposal with two (2) internal sealed envelopes, which are inserted in one (1) external sealed envelope. Both the external and internal envelopes shall indicate the contact details of the Bidder (name, address and telephone number). The first internal envelope shall contain the information as required by Appendix 2-1 (technical part of the proposal) with the appropriate note on the envelope. The second inner envelope shall contain the price table in accordance with Appendix 2-2 (financial part of the proposal) with the appropriate marking on the envelope

2) Important: For all interested candidates there will be pre-proposal meeting through skype call (murzanur1981), time: 16:00 hours (Astana time), date: 10th May 2018. In case of the interest to participate in this pre-proposal meeting, it is necessary to e-mail a notification on participation to nurgul.murzagaliyeva@undp.org with a copy to ainur.amirkhanova@undp.org

ANNEX 2-1

FORM FOR SUBMITTING SERVICE PROVIDER’S PROPOSAL2

(This Form must be submitted only using the Service Provider’s Official Letterhead/Stationery3)

[insert: Location].[insert: Date]

To: Ms. Nurgul Murzagaliyeva Procurement Associate UNDP in Kazakhstan

Dear Sir/Madam:

We, the undersigned, hereby offer to render the following services to UNDP in conformity with the requirements defined in the Request for Proposal, and all of its attachments, as well as the provisions of the UNDP General Contract Terms and Conditions :

A. Qualifications of the Service Provider (in consortium with Kazakhstan service provider)The Service Provider must describe and explain how and why they are the best entity that can deliver the requirements of UNDP by indicating the following: a) Profile – describing the nature of business, field of expertise, licenses, certifications, accreditations;b) Business Licenses – Registration Papers, Tax Payment Certification, etc.c) Balance sheets for 2016-2017 (for the Consortium), statements on debts clearances in servicing banks and

tax authorities d) Track Record – list of clients for similar services as those required by UNDP, indicating description of

contract scope, contract duration, contract value, contact references;e) Certificates and Accreditation – including Quality Certificates, Patent Registrations, Environmental

Sustainability Certificates, etc. (if available)f) Written Self-Declaration that the company is not in the UN Security Council 1267/1989 List, UN

Procurement Division List or Other UN Ineligibility List

B. Proposed Methodology for the Completion of ServicesThe Service Provider must describe how it will address/deliver the demands of the RFP, providing a detailed description of the essential performance characteristics, reporting conditions and quality assurance mechanisms that will be put in place, while demonstrating that the proposed methodology will be appropriate to the local conditions and context of the work.

C. Qualifications of Key Personnel (in consortium with Kazakhstan service provider)If required by the RFP, the Service Provider must provide:a) Names and qualifications of the key personnel that will perform the services indicating the roles and

responsibilities in a team according to ToR;b) Detailed CVs demonstrating qualifications with submission of documents confirming their qualification; and c) Written confirmation from each personnel that they are available for the entire duration of the contract

2 This serves as a guide to the Service Provider in preparing the Proposal3 Official Letterhead/Stationery must indicate contact details – addresses, email, phone and fax numbers – for verification purposes

ANNEX 2-1

FORM FOR SUBMITTING SERVICE PROVIDER’S PROPOSAL(This Form must be submitted only using the Service Provider’s Official Letterhead/Stationery)

[insert: Location].[insert: Date]

To: Ms. Nurgul Murzagaliyeva Procurement Associate UNDP in Kazakhstan

D. Cost Breakdown per Deliverable*

Deliverables[list them as referred to in the RFP]

Percentage of Total Price

(Weight for payment)

Price in KZT(Lump Sum, All Inclusive)

Deliverable 1: Interim Report containing of:- improved Operation Manual for technical appraisal and verification if investment initiatives\projects,- Operational Manual for assessment and monitoring of implementing investment initiatives\projects, - Training needs and capacity building plan for targeted groups, - Training and capacity building action plan for the targeted groups,- Detailed performance plan and schedule under this assignment Deliverable 2: Interim report on technical appraisal and verification procedures training, held for Financing Partner and Local Technical Partner Deliverable 3: Monthly report with detailed technical appraisal of the submitted project proposals Deliverable 4: Interim report on hold training on technical appraisal and verification procedures, held for local financial institutionsDeliverable 5: Final report containing all the results received, lessons learned and recommendations Total 100%*This shall be the basis of the payment tranches

E. Cost Breakdown by Cost Component: Description of Activity Remuneration

per Unit of Time (days\hours),

pls. indicate the required

Total Period of Engagement (days\hours),

pls. indicate the required

No. of Personne

l

Total Rate in KZT

I. Personnel Services

II. Travel costs 2.1 Tickets (railway, air tickets)2.2 Accommodation 2.3 Per diem 2.4 Transfer III. Other Related CostsTOTAL

ANNEX 3

TERMS OF REFERENCES

Consulting services on technical assistance with the implementation of the “Municipal Energy Efficiency Investment Support Facility in Kazakhstan”

Project Title: UNDP-GEF Project “Sustainable cities for low-carbon development”, 00091328

Duty Station: Home-based with missions to Kazakhstan Duration: 10 and half monthsContract Type: Contract for Services

1. BACKGROUNDThe UNDP-GEF Project “Sustainable cities for low-carbon development” (UNDP-GEF Project) supports the identification, design, and implementation of Nationally Appropriate Mitigation Actions (NAMAs) in the urban sector. NAMAs, consisting of investments and investors attraction, capacity building of interested parties (state authorities, business community, population, etc.), awareness raising and technical assistance, will contribute to achieving the country’s GHG emission reduction voluntary target while improving urban services and the quality of life of citizens in Kazakh towns and cities. The UNDP-GEF Project is the first effort in Kazakhstan to adopt a sustainable approach to reduce GHG emissions in cities. More information about the project can be found at http://sustainable.eep.kz

Project’s Component 3 is aimed at facilitating private investment in priority urban mitigation actions via Municipal Energy Efficiency Investment Support Facility (the Facility). The Facility has been set-up in partnership with the "Damu" Entrepreneurship Development Fund" JSC (the Financing Partner) of Kazakhstan (https://www.damu.kz). Under the Facility, UNDP-GEF Project via Damu will provide support to eligible investment projects in the form or:

a) Interest rate subsidy (up to 10% on loan interest rate); and/orb) Partial loan guarantee (up to 50% of the collateral requirements).

The detailed information on criteria and requirements of the Facility can be found in the Rulesfor provision of financial support (the Rules) for implementation of the Facility (http://sustainable.eep.kz/support-esko/).

In compliance with the Rules, there are the key partners:- Financing Partner is an Administrator to support investment initiatives\projects which are

corresponding to the requirements of the Rules and local financial institutions; - National Technical Partner4 and International Technical Advisor5

The Facility will be implemented in stages in compliance with the Rules, starting with pilot phase. This Facility will focus on investments in municipal energy efficiency projects. The eligibility criteria and structure of the Facility have been designed to maximize the cost-effective GHG emissions reduction potential, open up new markets and to ensure that scarce the UNDP-GEF resources are allocated in a more efficient and effective way. During the pilot phase, the role of Technical Partner and International Technical Advisor will be undertaken by the selected Contractor – the Consortium of Kazakhstan company and under its supervision the international company or international experts (hereinafter along the text to read as the Consortium).

4National Technical Partner is a company performing a technical assessment of the submitted investment projects, as well as a verification of the projects results with a view of reliability of the presented calculations/achieved results in the part of energy resources saving and completeness of planned/implemented activities 5 International technical adviser is a foreign legal entity contracted on tender basis (in compliance with the UNDP procedures) to assist a Technical Partner and Financial Partner and consider investment projects with a view of reliability of the presented calculations of future energy savings and the completeness of planned energy efficiency measures

For today, the UNDP-GEF Project has developed one of versions of Operational Manual (Methodology) on technical appraisal and verification of investment initiatives\projects (Annex 3-I) for primary understanding of the scope of supposed works on technical appraisal (assessment), which can be taken as framework in further and\or updated and\or adapted upon the request of UNDP-GEF Project.

2. OBJECTIVEThe general objective of this assignment is to assist with the launch and implementation of the pilot phase of the Municipal Energy Efficiency Investment Support Facility, including the appraisal of project initiatives received on competition basis.

Implementation of the pilot phase as described above is expected to be supported and assisted with contracted Consortium. The Consortium is a consortium of Kazakhstan and international companies. Such a consortium is required to support future implementation of the Municipal Energy Efficiency Investment Support Facility through technical evaluation of investment initiatives\projects, development of conclusions and recommendations, trainings and other capacity building.

The Consortium will have to: a) Improve the Operational Manual and rules to conduct technical appraisal of the investment

initiatives\projects which has been developed by UNDP-GEF and Kazakhstan Government Project (Annex 3-I),

b) Appraise the investment projects\initiatives ensure their compliance with eligibility criteria and requirements of the Rules;

c) provide training to partners (Financing Partner and local financial institutions) on the technical appraisal and verification of investment projects\initiatives.

3. SCOPE OF WORK3.1 Operational manual for technical appraisal and verification of the investment initiatives\projects In the beginning of the assignment, in close consultation with UNDP-GEF Project Team and Financing

Partner the Consortium will improve the Operational Manuals for technical appraisal and verification of the investment initiatives\projects in line with established Rules6 and including all relevant templates and processes;

In the end of the assignment based on experience of the pilot phase, the Consortium will provide recommendations on further refinement and amendment of the Facility’s technical appraisal and verification procedures for received investment initiatives\projects.

3.2 Appraisal and monitoring of investment initiatives\projects and capacity building of the Technical Partner

3.2.1 Appraisal In compliance with the improved\amended Operational manual for technical appraisal and

verification of the investment initiatives\projects, the Consortium will make appraisal of each received investment initiative\projects,

6 Clauses 5.12-5.13 of the Rules: Консорциум reviews applications received from the UNDP-GEF Project team within 5 (five) working days. The Consortium evaluates the declared technical and technological solutions that are planned to be applied in the investment project and confirms or does not confirm the declared level of energy saving (technical assessment and verification of the project). Consortium’s conclusion and recommendations shall be prepared in written and submitted to UNDP-GEF Project Team

The size of amount envisaged under Facility’s investment support scheme is given in the Rules7. For period of Consortium performance under this assignment it is supposed to review, appraise and validate as maximum 30 investment initiatives\projects8.

Note: Selection of the investment initiatives\projects will be carried out by the UNDP-GEF Project Team as well by Financing Partner and second-tier banks. All potential investments applications will have to be formally submitted to the UNDP-GEF Project Team in line with the Rules (Annex 3-II). UNDP-GEF Project Team will undertake initial screening and completeness check of the applications and will forward pre-approved applications to the Consortium for appraisal.

Based on results of each reviewed investment initiative\project, the Consortium prepares Eligibility Assessment Report (EAR) with the following information:

a brief description of the prospective investor with basic information on its business and operations and compliance or non-compliance of investment initiatives\projects with set requirements,

a description and analysis (evidence of application of the best technical and technological solution) of the proposed investment initiatives\projects with assessment of the Investment Cost, anticipated energy saved and assessment of project profitability. In case the part of the technical data related to the project is not available, the Consortium is authorized to proceed with the preparation of the Preliminary Energy Efficiency Assessment based on the formulation of reasonable assumptions (which will need to be reported in an annex);

Recommendations of the Consortium for the Facility to support the project based on the Eligibility Assessment Report or to conduct further assessment (with justification why this is necessary).

The EAR shall be completed within five (5) working days from receipt of the necessary information and, if not otherwise agreed, delivered to the UNDP-GEF Project Team.

3.2.2 Monitoring: The International Technical Advisor will hold a training for local technical partner on monitoring for

implementation of approved investment initiatives\projects. For this, there will be prepared a Manual on assessment and monitoring of implementing investment initiatives\projects, verification\monitoring plans of implementing investment initiatives\projects;

In agreement and with participation of the UNDP-GEF team, the National Technical Partner after the training held will plan to conduct onsite visit of each implementing initiatives\projects (but no more than 8 initiatives\projects) with aim of monitoring,

By results of onsite visits, the Consortium will prepare EAR for each visited investment initiatives\project, which will include the eligibility of current implementation status of investment initiative\project with documents on basis of which it was approved and develop recommendations on further projects implementation if any.

3.3 Training and capacity building for Facility’s Financing Partner and Local Financial Institutions The Consortium will provide appropriate training (with training materials) on procedures of

technical appraisal and verification of implemented projects for the staff of Financing Partner and its partners – Local Financial Institutions (LFIs), among them are second-tier banks;

Training should provide an introduction with procedures of technical appraisal of received investment initiatives\projects (including technical definitions, eligibility criteria under the Facility, examples of model (typical) EE projects and their financial performance).

Training objective is that the bank officers become familiar with the economics of municipal EE projects to be able to adjust their risk assessment accordingly and the sales staff will know how to effectively sell this product to their clients;

7 Clause 3.3 o the Rules: The maximum loan amount of the announced investment project for receiving potential financial support provided under the Mechanism cannot exceed 130,860,000 KZT equivalent to 400,000 (four hundred thousand) US dollars;8 All costs related to investment initiatives\projects assessment should be calculated from consideration of 30 investment initiatives\projects

The Consortium will establish either a “train the trainer programme” or put in place a “champion” that continues transfer of skills within the organization to EE lending;

The Consortium shall evaluate the specific requirements for training in the beginning of the assignment through a training needs assessment

4. EXPECTED OUTPUTS

DeliverablesTimelines Review and

Approvals Required

Payment in %

Deliverable 1: Interim Report containing of:- improved Operation Manual for technical appraisal and verification if investment initiatives\projects,- Operational Manual for assessment and monitoring of implementing investment initiatives\projects, - training needs and capacity building plan for targeted groups, - training and capacity building action plan for the targeted groups,- detailed performance plan and schedule under this assignment

Within 1,5 month after

contract signature Reviewed by

Project Expert on low-carbon financing and approved by Project Manager

20%

Deliverable 2: Interim report on technical appraisal and verification procedures training, held for Financing Partner and Local Technical Partner

Within 2,5 months after

contract signature

Reviewed by Project Expert on low-carbon financing and approved by Project Manager

10%

Deliverable 3: Monthly report with detailed technical appraisal of the submitted project proposals9

Not later than 10 working days

after each calendar month

Reviewed by Project Expert on low-carbon financing and approved by Project Manager

40%

Deliverable 4: Interim report on hold training on technical appraisal and verification procedures, held for local financial institutions

Within 9,5 months after

contract signature

Reviewed by Project Expert on low-carbon financing and approved by Project Manager

20%

Deliverable 5: Final report containing all the results received, lessons learned and recommendations

Within 10,5 months after

contract signature

Reviewed by Project Expert on low-carbon financing and approved by Project Manager

10%

5. REPORTING: 9 It is suggested that investment applications (max. up to 30 investment initiatives\projects), submitted through competition, will be delivered to the Consortium for technical assessment within the Contract duration (staring from the 2d contractual month and ending the 9 th contractual month). The Contractor will submit the reports on monthly basis (staring from the 2d contractual month and ending the 9 th contractual month), the content of the report(s) are given in Chapter 5 below “Reporting”

5.1 Monthly reporting with detailed technical appraisalThe Consortium will submit not later than 10 working days after each calendar month monthly reports which will include: (i) an overview of the Consortium’s progress against the tasks and timetable defined in the Terms of Reference;(ii) highlight any deviations or anticipated deviations from the original plan with an explanation for such deviation and proposals to correct the problem; (iii) provide an update on investment initiatives\projects received, appraised, implemented, and validated, including any identified problems or delays, as well as the results of on-site checks; and (iv) information of reviewed investment initiatives\projects:

Task IndicatorAppraisal of investments initiatives\projects - Number of investment initiatives\projects

reviewed- Number of investment initiatives\projects

approved - Volume of UNDP-GEF financial support to

approved investment initiatives\projects- Cumulative volume of investment in

approved investment initiatives\projects - Expected energy saving and GHG emissions

reduction (per annum and per investment lifecycle)

- Number of investment initiatives\projects’ beneficiaries (cumulative and per project, disaggregated by gender)

Validation of investment initiatives\projects - Number of investment initiatives\projects completed and validated

- Volume of UNDP-GEF financial support to validated investment initiatives\projects

- Cumulative volume of investment (realized) - Achieved energy saving and GHG emissions

reduction (per annum and per investment lifecycle)

- Number of investment initiatives\projects’ beneficiaries (cumulative and per project, disaggregated by gender)

NOTE: The Consortium will use a consistent format for the presentation of progress of investment initiatives\projects broken down to each task and relevant timetable.

5.2 Final report Final report should be submitted as scheduled in the above table “Expected outputs”.

5.3 Requirements to documents (reports) presentation:

1) Once complete, a copy of each EAR should be delivered to UNDP in an electronic format;2) All commercially sensitive information will be treated with the utmost discretion and stakeholderswill receive information relevant to their requirements; 3) Unless otherwise agreed by UNDP, all reports will be submitted in Russian (in electronicformat);4) The donors funding this assignment and associated incentives require adequate visibility for their

contribution. The Consortium shall collect evidence of donor's visibility, such as media coverage, official notices and press releases, reports and publications referring to the project. The final report shall detail the ways in which the donor's visibility requirements were adhered to;5) All reports prepared by the Consortium for this project should display the UNDP’s and GEF’s logos(to be provided by UNDP-GEF Project) and must carry the following warning: “For use by the Project strictly (Строго для использования Проектом)”. For further details regarding donor visibility requirements, the Consortium should refer to the GEF website.

6. INSTITUTIONAL ARRANGEMENTThe duration of this assignment will be 10,5 months. The contract may be extended subject to the need of prolongation of duration due to be compelled by circumstances.

The Consortium will be contracted by and report directly to UNDP Kazakhstan. It will work closely with UNDP-GEF Project Team, specifically Project Manager and Expert on low-carbon financing, as well as Project’s Chief Technical Advisor (CTA).

The Consortium (National Technical Partner) shall have an operational base in Kazakhstan (preferable in Astana or Almaty). It shall be equipped and staffed to provide all necessary facilities, services (secretarial support, interpretation, translation) throughout the duration of the assignment.

Travels: The International Technical Advisor is expected to have 2 trips to Kazakhstan:

6) The 1st to Astana with duration no more than 4 days (including travel days), to hold the training on technical appraisal and verification of investment projects for financing partner and local technical partner,

7) The 2d to Almaty with duration no more than 3 days (including travel days), to hold training on implementation assessment and monitoring of implemented investment projects for local financial institutions.

The National Technical Partner is expected to have maximum 8 trips (with duration no more than 2 days, including the travel days) round Kazakhstan regions with aim to hold assessment and monitoring of stated investment projects.

All drafts and documents that should be approved by UNDP should be provided in Russian.

7. QUALIFICATION CRITERIA AND EXPERTISE Qualification criteria to the National Technical Partner (must be a Kazakhstan legal entity): Must have legal capacity to enter into economic agreements, be solvent, not subject to liquidation, its property is not seized, and its business activities are not suspended by Kazakhstan laws, At least 5 years of proven experience with energy expertise, energy audit of building and facilities, Experience in implementation\involvement in energy efficiency projects in Kazakhstan, Experience in arrangement and conducting the trainings on energy saving and efficiency issues, Expertise with development of operational manuals\guidelines\directories for technical appraisal and verification, Have operational base to perform the services, Experience with international organizations

7.1 Qualification criteria to the International Technical Advisor (an international legal entity or international experts): Must have legal capacity to enter into economic agreements, be solvent, not subject to liquidation, its property is not seized, and its business activities are not suspended constrainedly by laws, Must have at least 10 years of proven experience in the area of energy efficiency project development, appraisal, implementation\monitoring, in particular in municipal sector,

Must have prior experience in CIS countries, Must have prior experience with implementing and\or supporting implementation of projects involving blended finance facilities in partnership with financial organizations, Expertise with development of operational manuals\guidelines\directories for technical appraisal and verification, Expertise with arrangement and conducting the trainings on technical implementation of projects \initiatives for target groups, Experience with international organizations.

7.2 Composition of the TeamNational (Kazakhstan) TEAM: Team leader: Master or equivalent in technical sciences (energy) and/or financial management, economics; As minimum 7 years of experience in the field of energy, housing utilities sector\urban infrastructure; Experience with energy efficiency projects in Kazakhstan, including technical and economic appraisal; Fluent Russian and English

Expert on energy audit: University technical degree (energy related field); As minimum5 years of experience with energy audit and technical survey (scanning) of buildings and

facilities; Knowledge of energy audit methodology and procedures. Expertise in analyzing the energy audit

documentation and data, calculating the design and actual, specific energy consumption; Expertise in preparation of cost estimates and recommendations on retrofit measures and energy

efficiency upgrades; Fluent Russian. Working knowledge of English is preferable

Expert on financial issues: University degree in finances, economics, statistics; As minimum 5 years of experience in financial or\and investment analysis, financial consulting, Expertise with development of business plans, feasibility studies, Knowledge of financial analysis and evaluation methods of investment projects. Ability to work with

financial, economic and statistic data, Fluent Russian. Working knowledge of English is preferable

INTERNATIONAL TEAM:International Expert on energy audit: Master degree or equivalent in technical sciences (energy); As minimum 7 years of experience in the field of heating energy. Experience in CIS countries would be an

asset; Excellent knowledge of energy audit methodology and procedures, technical survey of buildings and

constructions. Expertise in analyzing the energy audit documentation and data, calculating the design and actual, specific energy consumption;

Experience of involvement\participation in technical review and assessment of investment projects; Expertise in preparation of cost estimates and recommendations on retrofit measures and energy

efficiency upgrades; Experience\participation in development and conducting the training program on energy efficiency for

target groups; Fluent English and Russian

International expert on financial issues: Master degree or equivalent in finances, economics, statistics; As minimum 7 years of experience in financial or\and investment analysis, financial consulting;

Experience and expertise with development of business plans and feasibility studies; Knowledge of financial modelling, analysis and evaluation methods of investment projects. Expertise in

making the respective recommendations relating to projects specifics, ability to work with financial, economic and statistic data;

Involvement\participation in development and conducting the training programs on financial\investments issues for target groups;

Fluent English and Russian

Short-term international and national experts should be available to support the project in the following technical areas (higher engineering or economic background, minimum 5 years of professional experience in subject area, expertise in technical and economic appraisal of energy efficiency investment projects): Energy efficiency in buildings (public and multi-apartment buildings), Energy efficient lighting, Energy efficient municipal heating systems (including district-heating), Energy efficient pumping systems (waste water and water supply),

REQUIREMENTS FOR THE PROPOSAL TO BE SUBMITTED : 1) Required number of copies of the proposal – one original, 2) Structure of the price proposal should correspond to the form attached in (Annexes 2-1 and 2-2),

and shall include all costs related to performance of the required services (e.g., purely professional fee, or inclusive of travel, living allowances, taxes, etc.)

3) Currency of the price proposal – Kazakhstan Tenge (KZT) 4) Price proposal shall remain valid for a total period of 90 days after submission deadline, 5) Profiles of Consortium’s Companies with description of experience, project team organization,

summary information on project team members, attachment of available Companies’ certificates shall not exceed 25 pages,

6) Certificate of Companies’ registration, 7) Balance sheets for 2016-2017 financial years, 8) Time-schedule of services, with specification of works scope and delivery period, distribution of

responsibilities\scope of works within the Consortium, 9) Methodology and work plan for results-based project implementation, with a special focus on

delivery results, outline of an internal quality control, 10) List of personnel to be involved for this assignment with submission of detailed CVs and proof of

their qualification, distribution of responsibilities in the team. A written confirmation of each project team member that s/he will be available for the assigned period of time over the contract duration,

11) List of similar services performed, indicating the Customer name, subject of services/works, year of service rendering and total contract amount (if applicable);

12) Reference letters and commendations from other customers for similar services, 13) Confirmation that the company is not in the list of the UN Security Council No: 1267/1989 of the

UN Procurement Division or other UN disqualification lists14) Agreement to accept the UNDP General Terms and Conditions of UNDP standard contracts

ANNEX 3-I to the Terms of References

Methodology of analysis and evaluation of project proposals submitted in the framework of implementation of the mechanism for stimulating investment in energy

efficiency of the urban infrastructure of the Republic of Kazakhstan within Joint Project "Sustainable Cities for Low-Carbon Development in Kazakhstan" of the Ministry of Investment and Development of

the Republic of Kazakhstan and the United Nations Development Programme

1. Analysis of completeness of submitted Application.It is necessary to check the availability and completeness of the information submitted in accordance with Section 5 of the Rules for provision of financial support.

2. Assessment of the Applicant's compliance with the requirements for receipt of financial support.Check the compliance of Subsection 1-6 Section 4.1 of the Rules.Analysis of Appendix 1-A "Application of a potential applicant". Notes: In Item 2 (Information about the participant) it is required to check that there is sufficient experience, taking

into account Paragraph 5 Section 4.1 of the Rules (...have at least 2 years of experience in implementing the projects related to energy conservation and energy efficiency improvement before the date of submission of the application for consideration to the Secretariat, confirmed in an acceptable way).

In Item 5 (Information on current activities) it is necessary to pay special attention to the activities of the company, field, number of employees, to assess the necessity and possibility of the company hiring additional employees, as appropriate. It is recommended to send requests for additional information to establish a common understanding of the company.

The analysis of the financial condition of the company (analysis of financial documents by the financial specialist) to assess and verify information contained in items 5, 7, 8, 9, 10 and 11 of this appendix is required.

3. Assessment of Appendix 1-Б "Information on work experience and qualifications". Notes: i. 2 (The volume of similar services rendered over the past five years (if any)). It is necessary to pay special

attention to the experience of works similar in complexity and volume (if the contract value is not specified it is necessary to show that the complexity and volume of previous contracts are similar to the requirements of the application). It is recommended to send requests for additional information to establish a common understanding of the company.

i. 3 (To provide services, the applicant has the following equipment (mechanisms, machinery)). It is necessary to check the compliance of submitted equipment, machinery and vehicles to actual needs during the operation. If it is necessary to use refined and/or measuring equipment there should be sent a request for additional information on certificates of conformity and verification by the relevant authorities, accuracy class, etc.

i. 4. (Qualifications and experience of employees (employees are indicated, which the applicant considers necessary for the execution of the project)). It is important to evaluate the qualifications of the proposed employees, specialists, management and other types of required employees, their experience of participation in such complexity and type of projects or works. It is recommended to request additional CV of key specialists and the Project Manager. In addition it is important to check the availability of permits, licenses, approvals for the appropriate types of work if they are required under applicable law. It is recommended to specify the Project Manager from the Applicant`s side.

4. Assessment of Appendix 1-Д "Description of investment project planned for implementation with a description of technical and technological solutions" and attached technical documents and economic calculations, including an analysis of:- proposed technology and equipment, justification of the chosen solutions;- technical characteristics of the proposed equipment;- audit/survey reports;- baseline calculation, energy saving calculation, cash flow analysis for the term of the ESCO contract.

It is necessary to assess how well the objectives of the project specified in Appendix 1-В, together with their achievement will ensure the implementation of strategic objectives specified in Section 1.2 of the Rules.

Notes and recommendations: In the context of the proposed technology, equipment and solutions it is necessary to examine the major and

alternative solution to replace T8 fluorescent lamps and choose the best solution from a technical and economic point of view (considering also the interests of the beneficiary in the context of the ESCO contract).

Analyze and evaluate technical information on the proposed equipment, technology and methods of implementation. If necessary request more detailed information/technical specifications from the manufacturer/s: manufacturer, available certificates, efficiency, economic life, possible changes of technical parameters during service life, etc.To reduce risks it is recommended to define and specify in terms of minimum acceptable values for various technical parameters of the equipment (e.g., led light source - efficiency (lm/W) CRI/Ra, power factor, service life, etc.).

According to the requirements of Section 4.2. of the Rules: "the project during the implementation period should reach at least... ...% reduction in energy consumption at the facilities..." These requirements should be checked with regard to possible changes of parameters of the equipment that may occur during the service life of the equipment.

Should be clearly identified and analyzed separately: project implementation period (the period from start of work to commissioning into operation), the period of its operation in the framework of ESKO contract, the period of possible exploitation of the equipment after the end of the ESKO contract.

It is recommended to request from the Applicant detailed implementation schedule on the whole project implementation period (=period of the ESCO contract?). It is necessary to determine the full range of activities (including replacement/installation of equipment, disposal of replaced equipment, collection and analysis of data, etc.).

It is recommended to clarify and take into account the value of operating costs required for the operation of installed equipment

It is recommended to clarify the requirements of Section 4.2 of the Rules regarding the timing of reaching of % reduction in energy consumption in the framework of the implementation period. It is also recommended to specify the requirement to include a detailed implementation schedule in the application.

It is recommended to include the analysis of potential risks and measures for their prevention/reduction. If the project involves monthly payments to the investor (ESCO contract) it must be based on actual

consumption, taking into account that in this case the light level in an existing position is below the normalized one.The project must ensure compliance with the regulations of the Republic of Kazakhstan, SNiP and other normative documents of the Republic of Kazakhstan that define the required lighting modes on the object. Calculation of electricity consumption before and after implementation of the project must be made according to the prescribed method of calculation taking into account the uneven use of lamps. To check the calculations of GHG emissions reduction pursuant to Section 5.4 of the Rules. Example: 1 TFOE x 1.59 t CO2/ TFOE = 1.59 tones of CO2

5. Conclusion (summary of project)Summary of the project should contain clear information regarding the following:

1. Project objective;2. Project tasks;3. Amount of required investment;4. Distribution of the investment if they come from several different sources (%); 5. Volume of savings as a result of implementation of the project (economic and environmental effects);6. Payback period of the project;7. Date/ period of implementation of the project (construction, installation and commissioning work etc.);8. Term/period of the contract/project;9. Brief description of the main stages of the implementation of the project;10. Value of reducing greenhouse gas emissions (per year, over the project period and over the economic

life of installed equipment);

11. Other information6. Recommendations for requirements for completing application forms

To reduce risks it is recommended to include additional requirements: Minimum experience of the Applicant in implementing similar projects (similar in terms of complexity and/or

applied technologies), minimum number of similar implemented contracts over a given period of time (for example over the last 3-5 years), list of contracts (specifying the period of implementation, customer, amount of installed equipment/systems). The Applicant also can/should include letters with feedback on implemented contracts from former customers.In addition to the minimum experience "have at least 2 years of experience in implementing the projects related to energy conservation and energy efficiency", it is recommended to include a longer general experience/implementation of projects of similar complexity and/or in the specific technical sphere. Minimum experience of 2 years in many cases may be insufficient and increases the risk of the project implementation (especially if the Applicant is also the manufacturer of the equipment).

Minimum requirements to the financial condition of the Applicant (for example minimum annual turnover with regard to the amount of the proposed project).

Include information on vendors/suppliers of equipment which is essential for the relevant project (for example: lamps, lights, motion sensors, etc.) with information on manufacturing experience (for example: number of years, amount of produced units), submission of certificates of quality, technical information, etc. Include information on subcontractors (if provided by the Applicant) specifying the proposed categories of work, experience, availability of necessary licenses, etc.

It is recommended to clarify the requirements of Section 4.2 of the Rules regarding the timing of reaching of % reduction in energy consumption in the framework of the implementation period. It is also recommended to specify the requirement to include a detailed project implementation schedule in the application.

It is recommended to include the analysis of potential risks and measures for their prevention/reduction. If the project involves monthly payments to the investor (ESCO contract) it must be based on actual

consumption, taking into account that in this case the light level in an existing position is below the normalized one.

It is recommended to include in the requirements for application submission the summary data on a specific number and type of replacement equipment, declared and guaranteed technical characteristics, guaranteed economic life of the delivered equipment cost, annual operating costs.

Template (format) for evaluation of application/project proposal ______________________ (Applicant)

1. General informationInformation Note

1.1 Applicant1.2 Project Title (brief description)

1.3 Project location (region, city)1.4 The areas of the project

а) urban heat supply/b) urban water supply/c) in public buildings/ d) in multi-apartment buildings/ e) urban sewage and treatment systems/ f) street and interior lighting

1.5 Purpose of the financial support [subsidies loan/loan guarantees]

1.6 Stated term of the project (ESCO-contract)1.7 Stated % of reduction in energy consumption1.8 Stated term of achievement of % reduction in energy

consumption from the beginning of the project1.9 Stated energy savings per year, energy type/energy resources1.10 Stated reduction of CO2 emissions, t/year1.11 Stated cost of the project1.12 The object and information about the Beneficiary of the project1.13 Compliance of the project (project objectives) with the

objectives of the incentive mechanism of energy efficiency investments in the urban infrastructure of the Republic of Kazakhstan, the strategic objectives in the field of energy efficiency, sustainable development and climate change

2. Analysis of completeness of the ApplicationTitle of the document Availability of the

document(Yes/No, information)

Note

2.1 Completed Appendix 1-A. Application of a potential applicant2.2 Completed Appendix 1-Б. Information on work experience and

qualifications2.3 Completed Attachment 1-B. Description of investment project

planned for implementation with a description of technical and technological solutions

2.4 Copy of document of registration / re-registration of the Applicant

2.5 A copy of constituent documents of the Applicant2.6 If the Applicant is a consortium – agreement on the

establishment of the consortium, as well as copies of documents for each member of the consortium

2.7 A copy of the document confirming powers of the signing of the documents

2.8 Copies of licenses for performance of relevant types of work (if applicable)

2.9 A copy of the financial documentation of the Applicant (financial statements for the last 2 years preceding the year of

application)2.10 Certificate confirming the absence of debts in the serviced

Banks, tax and other authorities2.11 Information about the project implementation experience (copy

of confirming documents, contracts, documents confirming successful completion of the works, and letters-feedback from customers)

2.12 Package of technical documentation for the equipment offered (including documentation from manufacturer with specifications, certificates, etc.)

2.13 Energy audit, audit/accounts light2.14 Detailed economic calculations2.15 Information on equipment manufacturers and subcontractors (if

provided by the Applicant). List of the types of equipment and works.

2.16 Detailed implementation schedule of the project2.17 Application and accompanying documents should be stitched,

numbered and signed by the Chief Executive or a person appropriately authorised to sign the application and attached documents

3. Conformance verification of the Applicant to the requirements to receive financial supportRequirement Compliance (Yes/No,

information)Note

3.1 Applicant - a legal person must be registered in the registering authorities of the Republic of Kazakhstan

3.2 Applicant shall have civil legal capacity to enter into business contracts (certificate of state registration/re-registration, constituent documents);

3.3 Applicant must be solvent, not subject to liquidation, its property should not be seized, its financial and economic activities should not be suspended in accordance with the law (certificates confirming the absence of debts in serviced Banks, tax and other authorities, financial statements for the last 2 (two) years preceding the year of applying for financial support)

3.3.1 Annual turnover (for the last 2 years)3.3.2 Profit or loss as of the last reporting date3.3.3 Absence of debts in the serviced Banks, tax and other

authorities3.3.4 Correspondence to the minimum requirements to the financial

condition of the Applicant (annual turnover over the last 2 years on the amount of the proposed project)

3.4 Applicant - legal entity or its subcontractor (co-executor) should not be included in the List of unreliable taxpayers/ the List of unreliable potential suppliers/the Register of Unfair Participants of Public Procurement/ the List of pseudo-enterprises according to the UN list (UN Security Council, Procurement Unit of the UN and other lists of UN Ineligibility);

3.5 the absence of the applicant company on the list of the UN Security Council 1267/1989, the list of the UN Procurement Division or other UN disqualification lists

3.6 Sufficient experience for the implementation of the project [findings on the basis of Clause 3.6.1 – 3.6.3]

3.6.1 Applicant must have at least X [number] years of overall experience in projects of similar complexity and/or in the technical field before the date of submission of the application

for consideration to the Secretariat, confirmed in an acceptable way

3.6.2 Have at least 2 years of experience in implementing the projects related to energy conservation and energy efficiency improvement before the date of submission of the application for consideration to the Secretariat, confirmed in an acceptable way

3.6.3 Applicant's experience in implementing projects of similar complexity, amount and/or applied technologies – minimum X [number] of implemented similar contracts for the last 5 years

3.7 The role of the Applicant in the proposed project (equipment, design, equipment supply, installation / assembly work, etc.), in addition to the role prescribed in the Rules

3.8 Field and sub-field (as per Common Classifier of Economic Activity) of the Applicant`s activity

3.9 Types of products and services3.10 Actual number of employees3.11 Availability of licenses for carrying out of licensed types of

works3.12 Availability of the necessary equipment (tools, machines) for

the project3.13 Availability of the necessary personnel (qualifications and

experience) for the project implementation3.14 Subcontractors – list of subcontractors indicating type of works,

experience, equipment, personnel, licenses, etc.

4. Analysis of the technical and economic aspects of the ApplicationRequirement Compliance (Yes/No,

information)Note

4.1 Stated objectives of the project Analysis of the main elements of the Logical Framework.

4.1.1 Compliance of the project objectives with the objectives of the incentive mechanism of energy efficiency investments in the urban infrastructure of the Republic of Kazakhstan, the strategic objectives in the field of energy efficiency, sustainable development and climate change

4.2 Stated expected results of the project4.3 Indicators for verification of achievements4.4 Tools, data sources, methods, and events for the check-up of

the indicators4.5 Activities foreseen under the project4.5.1 Relevance and adequacy of activities to achieve the results

and objectives of the project4.6 Stated potential risks and measures for their

prevention/reduction4.7 Analysis of detailed project implementation schedule (for the

whole period of the project)4.7.1 Terms of implementation of measures ensuring the

achievement of the claimed low energy consumption (within the first year?)

4.7.2 Were the activities for monitoring and data collection provided over the whole project period?

4.8 Analysis of the proposed technology, types of equipment, technical solutions

4.9 Analysis of energy audits, object survey reports4.10 The project must guarantee compliance with the existing

norms of the Republic of Kazakhstan, SNIPs and other regulatory documents of the Republic of Kazakhstan that

determine the necessary light, heat and other regime at the site/s where the project is being implemented. Do the offered technology, equipment and technical solutions fulfill this requirement?

4.11 Analysis of the calculation of the baseline4.11.1 The scheme for determining the baseline [a) actual

consumption of energy/b) estimated energy consumption, see S.4.2 of the Rules]

4.12 *Analysis of calculations to reduce energy consumption, payback period, NPVQ, IRR

4.12.1 Period of investment payback4.12.2 *NPVQ4.12.3 *IRR4.13 *Analysis of accounts cash flow during the term of validity of

the ESCO contract4.14 Analysis of the existing systems, in which will be integrated/

which will depend on the functioning of the new equipment/systems

4.15 Performance analysis of the proposed equipment.For each item of equipment that is essential for this project there shall be analyzed the information about the manufacturer (production experience, certificates, the availability of ISO9001, etc.), technical specifications regarding the minimum parameters specified in the requirements. Analysis of technical documentation from the manufacturer.

4.15.1 ……Manufacturer, country of originCertificate of ISO9001, other certificatesExperience in the production of equipment, yearsTypeTechnical parameters...

4.15.2 ……Manufacturer, country of originCertificate of ISO9001, other certificatesExperience in the production of equipment, yearsTypeTechnical parameters...

…*Recommended indicators for inclusion

5. Conclusion

Description completeness and compliance of the information submitted in the application. Specify if there were requests for additional information. Result of the analysis and experience of the company and implemented projects; Result of the analysis of the financial component of the application; Result of the analysis of calculations;Result of the analysis of the technical component.Conclusion: may the application be approved for funding and /or further procedures.

ANNEX 3-IIto the Terms of References

RULES for provision of financial support for implementation of the mechanism for stimulating

investment in energy efficiency of the urban infrastructure of the Republic of Kazakhstan within the framework of the Joint Project of the Ministry of Investment and Development of the

Republic of Kazakhstan and the United Nations Development Programme "Sustainable Cities for Low-Carbon Development in Kazakhstan"

1. General Provisions1.1. These Rules provide financial support for the implementation of the mechanism for stimulating investment in the energy efficiency of the urban infrastructure of the Republic of Kazakhstan within the framework of the Joint Project of the Ministry of Investment and Development of the Republic of Kazakhstan and the United Nations Development Program "Sustainable Cities for Low-Carbon Development in Kazakhstan" (hereinafter the Rules).1.2. The mechanism of stimulating investments in the energy efficiency of the urban infrastructure of the Republic of Kazakhstan is aimed at fulfilling the strategic tasks of the Republic of Kazakhstan in the field of energy efficiency, sustainable development and climate change, in particular:· Strategy "Kazakhstan-2050" concerning issues of environmental protection and use of natural resources;· Concepts for the transition of the Republic of Kazakhstan to the "Green Economy" in terms of energy conservation and energy efficiency;· «The Nation's Plan - 100 Steps» in part of the implementation of Step No. 59 to stimulate the development of private energy service companies to provide a range of energy saving services with reimbursement of own expenses and obtaining financial profit from the actually achieved energy savings;· "Regional Development Programme 2020" with regard to the creation of market mechanisms for return on investment, with a goal to attract private capital, and stimulate public-private partnerships at infrastructure facilities. 2. Definitions and abbreviationsThe following basic concepts and abbreviations are used in these Rules:

1) Bank/STB is a legal entity, a commercial organization which, in accordance with the Law of the Republic of Kazakhstan "On Banks and Banking Activity in the Republic of Kazakhstan", is authorized to conduct banking activities, and also registered in the registration authorities of the Republic of Kazakhstan as a bank and has a valid license of the National Bank of the Republic of Kazakhstan to conduct banking operations

2) Guarantee is the Fund's obligation to banks to repay the debt under the loan (credit) guaranteed by the Fund in the case that the borrower does not pay the amount under the loan agreement in the manner and terms established by the guarantee agreement

3) Urban infrastructure of the Republic of Kazakhstan is a set of enterprises (organizations), facilities (buildings and structures), utilities and networks of engineering and municipal services, to create normal conditions for people's livelihoods, as well as the sustainable operation of production or circulation of goods and services in cities;

4) Guarantee agreement is a tripartite written agreement concluded between a financial partner, a bank and an applicant for the provision of a guarantee. The form of the guarantee contract is approved by the Project Management Committee;

5) Subsidy contract is a tripartite written agreement concluded between the financial partner, the bank and an applicant, under which the financial partner partially subsidizes the interest rate on the applicant's loan issued by the bank. The form of the subsidy contract is approved by the Project Management Committee;

6) The Applicant is a legal entity that has submitted an application for review of an investment project that meets the requirements provided for in these Rules;

7) Project is a project aimed at energy saving and energy efficiency improvement of the urban infrastructure facilities of the Republic of Kazakhstan, implemented through the acquisition and/or construction and/or modernization and/or reconstruction and/or capital repairs of fixed assets, acquisition of biological and/or intangible assets including VAT costs) that meets the requirements provided for in these Rules;

8) Project Steering Committee (PSC) is a Committee for management of the UNDP-GEF and the Government of the Republic of Kazakhstan Project "Sustainable Cities for Low-Carbon Development". The committee is established on the basis of the project document signed on April 19, 2015, which decides whether or not to provide financial support mechanisms projects and includes one representative of the Ministry of Investments and Development of the RK, one representative of the Ministry of Energy of the RK, one representative of UNDP, one representative of the National Chamber of Entrepreneurs "Atameken", one representative of Kazakhstan Financiers Association, one representative of the public’s environmental organization;

9) International Technical Advisers are foreign experts contracted on tender basis (in compliance with the UNDP procedures) to assist a technical and financial partner and consider investment projects with it regarding the reliability of the presented calculations of the future energy savings and the completeness of the planned energy efficiency measures;

10) The mechanism is a mechanism for stimulating investment projects in the energy efficiency of infrastructure facilities in settlements of the Republic of Kazakhstan, implemented within the framework of these Rules;

11) UNDP-GEF Project is the UNDP and MID RK Project “Sustainable Cities for low-carbon development”;

12) Secretariat to support low-carbon projects (Secretariat) is an Implementation Team of the UNDP-GEF Project "Sustainable Cities for Low-Carbon Development", which is responsible within the framework of the implementation of the Mechanism for receiving, initial assessment and analysis of completeness of submitted applications for financial support, and providing a common support for the implementation of the Mechanism. The Secretariat does not have the right to vote and is not a part of the PSC;

13) Certificate is the decision of the Project Steering Committee to support the provision of financial support, drawn up in accordance with Annex 1-D to these Rules;

14) Subsidies is a kind of financial support used to partially recover the costs paid to a bank as a reward for loans in exchange for the fulfillment of certain conditions in the future;

15) Technical Partner is a company defined by the UNDP Project, carries out a technical assessment of the announced investment projects, as well as verification of the results of the projects with respect to the reliability of the presented calculations/achieved results in terms of saving energy resources and completeness of planned/implemented activities;

16) Financing Partner/Fund - Damu Entrepreneurship Development Fund JSC, being the Financial Partner and Administrator of funds granted by the United Nations Development Program-Global Environment Facility Project (hereinafter “the UNDP-GEF Project”) to support investment projects at the urban infrastructure facilities of the Republic of Kazakhstan within the framework of the Agreement between the Ministry of Investment and Development of the Republic of Kazakhstan (hereinafter “MID of the RK”) and JSC "Entrepreneurship Development Fund "Damu"

3. Types and amount of financial support

3.1. Financial support of investment projects within the framework of the Mechanism can be provided for each submitted new investment project in the form of: Subsidies in the amount of 10% of the nominal rate of a second-tier bank that are not more than 19%; Guarantees for commercial loans for 50% of the loan amount by way of exclusivity.3.2. Both types of financial support specified in paragraph 3.1. of these Rules may be granted for investment projects provided in subparagraph d) of Sub-clause 1) of Clause 4.2 of these Rules. On

investment projects provided in subparagraphs a), b), c), e), f) of Sub-clause 1) of Clause 4.2. of these Rules, the applicant is entitled to apply for both types of financial support, but the Project Steering Committee has the right to support or deny both types of financial support, or to approve one at its own discretion.3.3. The maximum loan amount of the announced investment project for receiving potential financial support provided under the Mechanism cannot exceed 130,860,000 KZT equivalent to 400,000 (four hundred thousand) US dollars (at the current UN exchange rate for the month of signing the Agreement) for projects. In this case, the final borrower must use the loan funds, regardless of the amount, by using non-cash forms of payments with suppliers/contractors/other contractors.3.4. It is prohibited to provide a loan to a final borrower for reimbursement of expenses incurred earlier, repayment of financial assistance received from individuals and legal entities, including participants/shareholders/officers of the ultimate borrower;3.5. The decision to grant or not to provide financial support for projects within the framework of the Mechanism, as well as its types and terms, is taken by the Project Steering Committee on the basis of the documents provided by the applicant in the manner provided for in these Rules.

4. Requirements and criteria for evaluating the projects for financial support

4.1. Requirements to the Applicant for financial support:1) A legal entity must be registered with the registration authorities of the Republic of Kazakhstan;2) have civil legal capacity to enter into business contracts (certificate of state registration/re-registration, constituent documents);3) to be solvent, not subject to liquidation, its property should not be seized, its financial and economic activities should not be suspended in accordance with the law (certificates confirming the absence of debts in serviced banks, tax and other authorities, financial statements for the last 2 (two) years preceding the year of applying for financial support);4) a legal entity or its subcontractor (co-executor) should not be included in the list of unreliable taxpayers/the list of unreliable potential suppliers/the Register of Unfair Participants of Public Procurement/List of Enterprises;5) have at least 2 years of experience in implementing the projects related to energy conservation and energy efficiency improvement before the date of submission of the application for consideration to the Secretariat, confirmed in an acceptable way.6) the absence of the applicant company on the list of the UN Security Council 1267/1989, the list of the UN Procurement Division or other UN disqualification lists.

4.2. Criteria for the evaluation of investment projects for obtaining financial support under the Mechanism:1) the investment project should be implemented exclusively at the facilities of the urban infrastructure of the Republic of Kazakhstan, namely, at one or several of the following objects (facilities):a) urban heating supply;b) urban water supply;c) in public buildings;d) in multi-apartment buildings;e) urban sewage and treatment systems;f) street lighting.

2) the project during the implementation period should reach at least:- 15% reduction in energy consumption at the facilities specified in subparagraphs a) to e) of Sub-cluase 1) of Clause 4.2. of these Rules, and not less than 45% at the facilities specified in subparagraph f) of Sub-clause 1) of Clause 4.2 of these Rules, from the baseline adopted for the basis of one of the following schemes:a) on the actual energy consumption based on the readings of heat and/or electric energy meters averaged for the specified period (month/quarter/half-year/ year/3-5 years), sufficient for an objective assessment of the level excluding the influence of weather and other factors.

b) for estimated energy consumption for the specified period (month/quarter/half-year/year/3-5 years), based on existing norms, SNIPs (Regulatory and technical documentation is presented on the basis of the "List of normative legal and regulatory acts in the field of architecture, town-planning and construction, operating on the territory of the Republic of Kazakhstan) and other normative documents.Note: the choice of the scheme for determining the baseline is determined by the actual situation at the project site/facilities on the basis of a preliminary survey by the Applicant.

3) the investment project must guarantee compliance with the existing norms of the Republic of Kazakhstan, SNIPs and other regulatory documents of the Republic of Kazakhstan that determine the necessary light, heat and other regime at the site/s where the project is being implemented.

4.3. Credits are not subject to credit: in which the creditors are national development institutions and organizations; the rate of remuneration for which was reduced by budgetary funds.

Participants of the UNDP Project cannot be Applicants whose state participation share is more than 50%.

4.4. The term of subsidizing for loans is 3 (three) years with the possibility of extension to 6 (six) years by the decision of the Project Steering Committee. In the case when several subsidy agreements are concluded for one project, the total period of subsidization is established from the moment the financial partner signs the first subsidy contract.The term of the subsidy contract after 3 (three) years is extended on the basis of the Applicant's application to the Secretariat only with the availability of funds for subsidizing in the UNDP project at the time of consideration of such a petition.The decision on prolongation/non-renewal of the current subsidy contract should be made 45 calendar days before the expiration of the subsidization contract.4.5. Credits issued by banks from January 1, 2017 and corresponding to the criteria of the Rules are subject to subsidy.4.6. Subsidies are also subject to loans aimed at refinancing loans previously issued by banks beginning on January 1, 2017 and meeting the criteria of the Rules.4.7. The term of subsidizing when refinancing the applicant's current liabilities is established from the moment the financial partner signs the first contract of subsidization in the lending bank from which the refinancing was effected.4.8. The applicant's projects, which have been approved by the Project Steering Committee for the subsidy tool, can be refinanced in other banks on previously approved subsidy conditions.4.9. Within the framework of the Rules, the Bank does not charge any fees, fees and/or other payments related to the loan, with the exception of:1) related to changes in credit conditions initiated by the applicant;2) amount of money levied on account of violation of the loan obligations by the Applicant;4.10. If the Project Steering Committee decides to subsidize the current loan, the bank reimburses the applicant for the commission, fees and/or other payments received earlier in the current financial year.

5. The procedure for submission and reviewing applications for financial support of investment projects

5.1. In accordance with clause 5.5 of these Rules, a potential applicant can apply for financial support in the form according to Annex 1-A to these Rules.5.2. These Rules apply to new projects, as well as projects that received a bank loan after January 1, 2017.5.3. The completed application is accompanied by:1) information on work experience and qualifications in accordance with Appendix 1-B, to these Rules;2) description of the project planned for implementation, describing technical and technological solutions in accordance with Annex 1-B, to these Rules;Applications and attached documents must be stitched, numbered and signed by the first manager or a person appropriately authorized to sign the application and attached documents (a copy of the power of attorney must be attached).

5.4. The applicant's project must have the potential to save energy and reduce greenhouse gas emissions of CO2. At the same time, in order to prevent the fragmentation of the project amount exceeding the limit specified in Clause 3.3 of these Rules for smaller ones, it is not allowed to submit several applications by one applicant and/or affiliates with one project having similar conditions and terms of implementation.5.5. The announcement of the beginning of the receipt of applications is published on the initiative of the Fund at the expense of the UNDP Project in the national print media with a circulation of at least 100,000 (one hundred thousand) copies in the state and Russian languages, and a similar ad is posted on the official Internet portal: www.eep.kz and www.damu.kz.The announcement specifies the deadline for applications, the place where applications are received, the language of the application, the timing of the meeting of the Project Steering Committee, as well as information on the available limits for 1 (one) project of the corresponding quarter in KZT, the considered urban sectors, requirements for the potential of energy saving from the implementation of the investment project, contact information.Terms of the announcement are subject to be approved by the Fund and the UNDP Project.5.6. All applications are accepted by the Secretariat.5.7. The competence of the Secretariat includes:1) Call of applications of potential applicants for receiving financial support measures;2) working out of completeness of applications with applicants;3) sending the applications for consideration to the Technical Partner;4) submission of applications reviewed by the Technical Partner, for consideration by the Project Steering Committee;5) keeping the minutes of the meetings of the Project Steering Committee,6) issue a Certificate to the Applicant.5.8. Applications of potential applicants are accepted on paper and electronic media at the location of the Secretariat.5.9. Call and check of completeness of applications by the Secretariat are made within 5 working days. In order to eliminate insignificant inconsistencies or omissions relating to documentation requirements identified in the application, the Secretariat may require, by requesting the applicant's e-mail indicated in his application, to provide the missing and/or additional information or documentation for additional terms but not more than 5 (five) working days. Such shortcomings should in no way be related to any aspect of the costs of project. 5.10. The Secretariat has the right to reject the application, recognizing it as not meeting the requirements established by the Rules.5.11. Within 3 (three) working days from the time of completing the application, the Secretariat sends applications for consideration to the Technical Partner.5.12. The technical partner reviews applications received from the Secretariat within 5 (five) working days. The technical partner evaluates the declared technical and technological solutions that are planned to be applied in the project and confirms or does not confirm the declared level of energy saving (technical assessment and verification of the project).If it is necessary to obtain additional necessary information from the applicants, the Technical Partner shall contact the Secretariat, which, in turn, sends an electronic request to the applicant. In this case, the period for consideration of applications can be extended for the period of request and receipt of necessary information, but should not exceed a period of more than 10 (ten) working days.

5.13. The conclusion of Technical Partner shall be made in writing and sent to the Secretariat within 5 (five) working days from the date of receipt of applications from the Secretariat.The term of submission of the opinion by the Technical Partner may be extended for a period not exceeding 10 (ten) working days in the case provided for in paragraph 5.12. of these Rules.In the case when additional information is not provided by the applicants, the Technical Partner within the prescribed time limit shall issue a conclusion to the Secretariat, taking into account the available data and a note on non-provision of information.

5.14. The Secretariat shall convene the Project Steering Committee during the period from 15 to 30 day of the last month of the quarter, subject to the availability of applications with the conclusions of the Technical Partner and/or other matters specified in these Rules.5.15. The decision to grant or not to provide financial support mechanisms is made by the Project Steering Committee with a quorum of 2/3 of the total number of its members. The minutes of the meeting of the Project Steering Committee are kept by the Secretariat, which does not have the right to vote.5.16. The Project Steering Committee has the right to accept or reject the application, recognizing it as not meeting the requirements established by the Rules, and the PMC will not bear any responsibility or obligation to inform the relevant applicant(s) about the reasons for such a decision.5.17. The minutes of the meeting of the Project Steering Committee shall be made by the Secretariat within 5 (five) working days from the date of the meeting of the Project Steering Committee. Applicants to whom there has made a decision to provide financial support, the Secretariat sends the Certificate within three (3) working days after signing the minutes of the meeting of the Project Steering Committee, with a duplication to its financial partner. The validity of the Certificate is 1 (one) year.5.18. After receiving the Certificate, the applicant applies to the bank with an application for a new loan, during the validity period of the certificate.5.19. The Bank independently, in accordance with the procedure established by the internal documents of the second-tier bank, considers the application of the Applicant provided that the applicant receives financial support indicated in the Certificate.

6. The mechanism of subsidizing6.1 After the bank receives from the applicant the required information for obtaining a loan in accordance with the requirements established by the bank and with a positive decision/approval of the loan, a subsidy contract is concluded between the financial partner, the bank and the applicant, according to which the financial partner pays part of the interest rate to the bank, in accordance with the schedule repayment to the bank loan agreement and in accordance with the terms of the subsidy agreement.6.2 The bank under the current loan is obliged to write off fines and penalties before the signing of the subsidy agreement for failure to fulfill the obligations by the applicant for the timely repayment of the principal debt and the remuneration stipulated in the bank loan agreement, and for new/current loans the bank accepts obligations not to charge or install for the applicant commission, fees and/or other payments related to the loan, with the exception of:1) associated with changes in credit conditions initiated by the applicant;2) levied for the reason of violation by the applicant of obligations under the loan.6.3 The subsidy contract is signed with the following:1) The bank:within 5 (five) working days from the date of receipt of the positive decision/approval of the loan.2) Financial partner:within 3 (three) working days from the receipt of the subsidy contract from the bank6.4 If the bank does not make a timely contract for subsidies within the timeframe established in subparagraph 1) of paragraph 6.3 of the Rules, the bank notifies the financial partner and the Secretariat with an official letter explaining the reasons for the delay.6.5 In the case that the terms of the bank loan agreement and/or the subsidy agreement do not comply with the decision of the Project Steering Committee and/or the conditions of the Rules, the financial partner does not sign the subsidy contract. At the same time, the financial partner notifies the Secretariat, the bank and the applicant within 3 (three) working days from the date of such decision.6.6 If the applicant and the bank eliminate the remarks, the financial partner signs the subsidy contract within 3 (three) working days from the moment of elimination of the comments.6.7 If the applicant and the bank disagree with the comments of the financial partner, the financial partner through the Secretariat submits this issue to the Project Steering Committee for a final decision.6.8 The Subsidy Contract shall come into force from the date of its last signing by the applicant, the bank and the financial partner. At the same time, the beginning of the period of subsidization can be established

in the subsidy contract for no more than 30 (thirty) calendar days before the date of signing the subsidy contract by the financial partner.6.9 The date of payment of the subsidized portion of the rate of remuneration is determined by the applicant and the bank independently. In the event that the accrual of interest on a loan begins on the day following the date of signing the Applicant’s contract of subsidizing, the bank does not include into subsiding period a day of subsidy contract signing. 6.10 The financial partner pays subsidies after signing the subsidy contract. Subsidies are paid subject to the availability of funds transferred from the UNDP Project. 6.11 In order to transfer the amounts of subsidies under the concluded subsidy agreements to the financial partner, the current (special) account in the second-tier bank is opened.6.12 The UNDP Project within 10 (ten) working days from the date of circulation of the Financial Partner transfers 50% of the amount of the obligations of the subsidy contract to the financial partner for the corresponding calendar year to the account indicated by the financial partner. Subsequent payments will be made quarterly in accordance with the applications of the financial partner.6.13 The transfer of funds for subsidization is made by the financial partner to the current account (special) in the second-tier bank on a monthly basis in advance, taking into account the schedule of payments to the subsidy contract. In this case, after the transfer of funds, the financial partner simultaneously notifies the bank by sending a copy of the document on the transfer of funds via e-mail. The notification shall indicate the name of the second-tier bank, the region, the name of the applicant, the amount of subsidies and the period for which the payment was made.6.14 The second-level bank writes off the amount of subsidies for the applicants' projects from the current (special) account of the financial partner on the basis of notification of the financial partner. The Bank does not have the right to debit from the current cash balances on the current accounts of the Financial Partner.6.15 Payment of remuneration to the second-tier bank in respect of the unsubsidized interest rate is made by the applicant according to the repayment schedule in accordance with the subsidy agreement.6.16 Upon the fact that the applicant has paid the full payment of the loan (the principal debt and the unsubsidized portion of the interest rate), the second-tier bank charges money from the current account of the financial partner to pay off the subsidized portion of the interest rate on the applicant's loan.In case of cancellation of the amount of subsidies from the current account of the financial partner for the repayment of the subsidized portion of the interest rate after 30 calendar days from the date of the actual repayment by the applicant of the planned payment for the loan, the second-tier bank pays a financial penalty of 100 MCI to the financial partner.6.17 The second-tier bank does not issue funds from the current account of the financial partner to pay off the subsidized portion of the interest rate to the repayment of the debt by the Applicant and notify the financial partner thereof within 2 (two) business days in the following cases:1) untimely repayment by the Applicant of payment under the loan, including on repayment of the unsubsidized part of the rate of remuneration to the bank;2) the Applicant's failure to fulfill payment obligations to the second-tier bank within three (3) consecutive months;In case of failure to notify/notify after 30 calendar days from the date of occurrence of cases provided for in subparagraphs 2) of this paragraph, the bank shall pay a financial penalty of 100 MCI to the financial partner.6.18 Second-tier banks quarterly up to the 10th day of the month following the reporting quarter send a report on the subsidy to the Financial Partner in accordance with the form 2-A to this Regulation.6.19 The financial partner after receiving a second-level report from the bank on the subsidy performs a review of the calculation of the remuneration and paid-up funds to the bank.6.20 The financial partner shall send a quarterly report to the Secretariat on a quarterly basis, by the 25th day of the month following the reporting month, in accordance with the form in accordance with Appendix 2-B to these Regulations.6.21 The financial partner sends a monthly report on the forecast balance of funds to the Secretariat on the 25th day, due to which it is possible to subsidize new projects.6.22 In accordance with the terms of the bank loan agreement of the applicant and the Minutes of the Project Management Committee, the financial partner has the right to transfer subsidies in terms of the

subsidized rate of interest on the applicant's loan, whereby the second-tier bank is granted a grace period / grace period for the unsubsidized portion of the interest rate and / or repayment of principal.In this case, the grace period/deferral period should be specified in the Resolution of the Project Management Committee.6.23 If the second-tier bank changes the terms (interest rate, grace period/deferral for payment of payments, repayment date, change of the Applicant's name / transfer of debt) of the current bank loan agreement, the Bank sends a corresponding notification to the Financial Partner, which, in turn, Within 5 (five) working days through the Secretariat, the Project Management Committee submits information on changes in conditions to the current financing terms, with the full package documents. The Secretariat, at the same time, forms the issue on the agenda, determines the date, time and place of the meeting of the Project Management Committee, which notifies all its members. Based on the results of the discussion, the Project Management Committee decides on the possibility / impossibility of making changes to the current financing terms, which is formalized by the protocol within 2 (two) business days from the date of the meeting of the Project Management Committee. At the same time, the changes made to the financing conditions must be clearly reflected in the Minutes.6.24 The funds allocated for subsidies under the UNDP Project and not used by the Financial Partner in the current financial year can be used in the next financial year to subsidize projects, including those approved in the next financial year.

7. The procedure for suspension, termination and resumption of subsidies7.1. The decision on the termination and resumption of subsidies is made by the Project Management Committee on the basis of the requests (notices) of the Financial Partner and /or the Technical Partner;7.2. The financial partner suspends, and the Project Management Committee decides to terminate the subsidy of the applicant when establishing the following facts:1) misuse of a new loan, which is subsidized;2) inconsistencies between the project and / or the applicant with the terms of the Rules and / or the decision of the Project Management Committee;3) the applicant's failure to fulfill within three (3) consecutive months the obligations to pay payments to the second-tier bank according to the payment schedule, to the bank loan agreement;4) arrest of the applicant's accounts;5) failure to fulfill the obligations of the applicant to achieve the indicators of energy consumption reduction according to the criteria specified in subparagraph 2 of clause 4.2 of these Regulations.7.3. In the case of suspension of subsidy payments, the Financial Partner shall notify the second-tier bank, the applicant, the Secretariat, indicating the reasons for the suspension of the subsidy, within 5 (five) working days from the date of the decision.7.4. The Secretariat, after receiving a letter from the Financial Partner to suspend the sponsorship of the applicant within 5 (five) working days, develops and forms an agenda, determines the date, time and place of the meeting of the Project Management Committee, about what notifies all members.7.5. The decision to terminate or resume the subsidy is taken by the Project Management Committee.At the same time, the decision specifies the reason for the termination / renewal of the subsidy.7.6 The termination or renewal of subsidies is made from the date of suspension of the subsidy by the financial partner.7.7 The decision on the resumption of subsidies is made by the Project Management Committee provided

that the applicant prior to the meeting of the Project Management Committee eliminates the reasons for the suspension of the subsidy.

7.8 The minutes of the meeting of the Project Management Committee shall be made by the Secretariat within 5 (five) working days from the date of the meeting. The Secretariat shall send a copy of the protocol to the second-tier bank, the financial partner, within 3 (three) working days.

7.9 Renewal of the loan subsidy is allowed for the following reasons for the suspension of subsidies:1) non-compliance of the project and/or the applicant with the terms of the Program and / or the Resolution of the Project Management Committee;

2) the arrest of the applicant's accounts;3) failure by the applicant, within 3 (three) months in a row, of obligations to pay payments to a second-tier bank according to the payment schedule to the bank loan agreement;4) failure to fulfill the obligations of the applicant to achieve indicators of energy consumption reduction according to the criteria specified in clause 4.2 of these Regulations.7.10 When the Project Management Committee takes a decision to renew the applicant's subsidy, the Financial Partner notifies the second-tier bank and the applicant about the resumption of subsidy payments by a corresponding letter.At the same time, it makes payments of subsidies that it did not pay for the period of suspension. In the event of suspension of subsidies for the reasons specified in subparagraphs 3) of paragraph 7.2 of the Regulations, the Financial Partner shall pay subsidies that are payable from the date of the applicant's expiry of the delay.7.11 When the Project Management Committee takes a decision to stop subsidizing the applicant, the Financial Partner sends a notice of unilateral termination of the subsidy agreement to the applicant and the second-tier bank, indicating the date of termination of the subsidy contract and the reason for the termination.Renewal is not subject to loans for which there is a Resolution of the Project Management Committee to terminate the subsidy of the applicant.7.12 Grant payments are terminated, and the subsidy contract is recognized as terminated in the following cases:1) full repayment of the loan by the applicant under a bank loan agreement with a second-tier bank. The date of the full repayment by the applicant of the loan will be considered the date of termination of the subsidy;2) deciding on the termination of subsidies;3) termination of the subsidy contract on the initiative of the applicant.7.13 In the case of the termination of the subsidy, the second-tier bank has the right, under the existing loan, to establish earlier the terms of financing (including the fee rate, commissions, fees and / or other payments and other conditions) for the applicant.7.14 In case of partial / full early repayment of the principal debt on the applicant's loan, the second-tier bank notifies the financial partner of the fact of partial / full early repayment of the principal debt on the loan within 2 (two) business days.In case of failure to notify / notify after 30 calendar days from the partial / full early repayment of the principal by the applicant, the bank pays a financial penalty of 100 MCI to the financial partner.Simultaneously, in case of partial early repayment of the principal debt on the applicant's loan, the second-tier bank, when concluding an additional agreement to the bank loan agreement, sends a copy of the supplementary agreement to the bank loan agreement to the financial partner with the attachment of the corresponding supplementary agreement to the subsidy contract with a change in the repayment schedule.7.15 In the case of termination of the subsidy of the interest rate on the applicant's loan, partial / full early repayment of the principal debt on the applicant's loan, the second-tier bank shall submit a reconciliation report to the financial partner within 7 (seven) business days. At the same time, the second-tier bank in the reconciliation report indicates the amounts and dates of the actual write-off of subsidies, and the financial partner indicates the amounts and dates of transfers of subsidies.7.16 Under the applicant's loan, for which non-targeted use is revealed, the second-tier bank submits the documents to the financial partner with the attachment of documents confirming the fact of misuse of the loan.

8. Guarantee mechanism

8.1 The second-tier bank independently reviews the applicant's application in accordance with the procedure established by the bank's internal documents, conducts a comprehensive examination of the project, analyzes the documents submitted by the applicant, the financial status of the applicant, assesses the collateral value of the applicant's security based on the applicant's assessment of the collateral, in case of insufficiency of the security, submits the project to the authorized body that implements the internal

credit policy of the bank, for making a decision on the possibility of granting a loan for a partial guarantee of a financial partner, provided that there is a certificate from the Project Management Committee.8.2 If the positive decision is taken, the second level bank within 2 (two) business days from the date of decision-making by the authorized body implementing the internal credit policy of the second-tier bank provides the financial partner:1) a letter with a positive decision on the possibility of lending with the calculation of the amount of the guarantee;2) the necessary documents to consider the issue of granting a guarantee.8.3 The financial partner within 10 working days after receiving and reviewing the documents on the possibility of lending with the calculation of the amount of the guarantee, and the necessary documents to consider the issue of providing a guarantee, submits the project to the authorized body of the financial partner for taking a decision on granting / not providing a guarantee.8.4 If there are any remarks to the submitted documents and / or the need for additional information, the identified remarks and / or request for information are sent to the second-tier bank by the financial partner to eliminate and / or provide information within 3 (three) business days. At the same time, the deadline for consideration of the documents mentioned above for the financial partner is renewed.8.5 If a financial partner makes a positive / negative decision to grant (not provide) a guarantee, the financial partner sends a letter to the second-tier bank within two (2) business days with the decision of the financial partner on the possibility (impossibility) of guarantee.8.6 If a negative decision is taken on the applicant's project, the letter on such decision should reflect the reason for the negative decision.8.7 The financial partner shall send a copy of the contract to the Secretariat within 5 (five) business days after the conclusion of the guarantee agreement.8.8 After the conclusion of the guarantee contract, the financial partner sends a corresponding notification to the UNDP Project on conclusion of guarantee agreement. The UNDP Project, upon receipt of a notification from the financial partner on the conclusion of the guarantee agreement, will:- reserve the funds, in the amount indicated in the letter. Upon the occurrence of the guarantee event, the UNDP Project shall pay the amount specified in the notification to the financial partner within 5 banking days to the specified bank account. At the same time, the financial partner must notify the Secretariat within 10 working days about the possible upcoming payment. In case of untimely payment of obligations upon the occurrence of the guarantee event, the UNDP Project pays a penalty to the financial partner in the amount of 0.01% (zero point one percent) of the untimely paid amount for each day of delay.

9. Termination of the guarantee

9.1 In case of revealing the facts of misuse of the loan, failure to fulfill the conditions established by the financial partner's decision, violations of the terms of the Rules and / or criteria specified in clause 4.2, the financial partner has the right to take the following measures:- reduction of the amount of the guarantee;- cancellation of the guarantee,In the case of cancellation of the guarantee, the financial partner shall notify the Project Management Committee, the bank and the applicant within 3 (three) business days about such a decision.The procedure for applying the measures specified in clause 9.1 of these Regulations are reflected in the Guarantee Agreement.

10. Monitoring of the implementation of the investment project

10.1 In order to monitor the implementation of investment projects, the Secretariat may, upon expiry of 3 (three) months after the commissioning of the investment project, request, and the recipient of financial support to provide information containing the actual results of the investment project implementation in the form specified in Annex 3-A to these Regulations.

10.2 Information request is made 1 (one) time in 3 (three) months. If necessary, the technical partner has the right to visit the object / s of the applicant no more than 1 (one) time in half a year to verify the completeness and reliability of the information provided. 10.3 If there is a discrepancy in the actual (not lower) information provided with the indicators that were specified when applying for financial support, the Technical Partner is obliged to notify the Secretariat of the discrepancies found and to ask the applicant for an explanation of the reasons for the failure to fulfill the declared energy saving indicators followed by a written conclusion.10.4 In case of discrepancies, the Secretariat forms a set of documents with the application of the Technical Partner's conclusion for submission to the next meeting of the Project Management Committee, which, after reviewing the submitted documents, decides whether to continue or refuse to continue providing financial support measures. The Resolution of the Project Management Committee is communicated to the applicant and the Financial Partner within 3 (three) working days from the date of its adoption.10.5 The technical partner shall provide to the Secretariat on quarterly basis, on the 25th of the last month of the quarter, summary data on monitoring projects in accordance with Annex 3-B to these Regulations;10.6 Credits that are extinguished as of the date of monitoring are not subject to monitoring, or the guarantee is terminated on the basis of the decision of the Project Management Committee / financial partner.10.7 The Fund monitors the implementation of investment project, which includes:1) monitoring of the targeted use of the new loan by the applicant, with whom the subsidy / guarantee contract was concluded on the basis of data and documents provided by the bank;2) Monitoring of the applicant's payment discipline on the basis of data provided by the bank;3) Monitoring the compliance of the project and / or the applicant with the terms of the Regulations and / or the Resolution of the Project Management Committee, with the exception of the technical characteristics that are carried out by the Technical Partner.10.8 The financial partner shall provide to the Secretariat / on quarterly basis the 25 th day of the last month of the quarter the summary data on the implementation of projects in the form provided in Appendix 3-B to these Regulations.10.9 In order to carry out monitoring functions, the financial partner may request from the applicant and the bank the necessary documents and information relevant to the subject of monitoring, including a tax secret, to monitor the implementation of the project on-site.10.10 The procedure and terms of monitoring, as well as reporting forms are established by the financial partner.10.11 The financial partner on an annual basis until the 15th day of the month following the reporting year provides a monitoring report on the investment project to the Secretariat / and MIR RK.

11. Final ProvisionsAmendments and additions to these Regulations can be made by written agreement with the Ministry of Investments and Development of the Republic of Kazakhstan and the Financial Partner.

Annex 1-A to the Rules

To Project Management CommitteeFrom (further - applicant)

Application of a potential applicant

In accordance with the Rules for Providing Financial Support for Promoting Energy Efficiency Investments in Urban Infrastructure of the Republic of Kazakhstan, under the joint UNDP-GEF and the Ministry of Investment and Development of the Republic of Kazakhstan project "Sustainable Cities for Low-Carbon Development," I ask you to initiate the issue for consideration by the interdepartmental commission, provision of support measures, as follows:

1. The areas of the project (tick the area)а) urban heat supply;

b) urban water supply;

c) in public buildings;

d) in multi-apartment buildings;

e) urban sewage and treatment systems;

f) street lighting;

2. Information about the participantName of applicantData of the founder (s)Legal addressActual addressMailing addressDate of state registration/re-registrationCertificate of state registration / re-registrationActivitiesSupervisory authority, holding company or parent companyBINExperience

3. ManagementChief\first manager

Full namePosition Office/Home Tel. Year and place of birthNo. of identity cardPlace of residence (actual)RegistrationExperience

Chief Accountant

Full nameOffice/Home telephones Year and place of birthNo. of identity cardPlace of residence (actual)RegistrationExperience

The contact person (Full name, position, telephone)

4. Owners (the founder, participants, for joint-stock companies - shareholders owning 5% or more percent of shares)

Name of legal entity\Full name % Legal address

5. Information on current activitiesField (as per Common Classifier of Economic Activity)Subfield (as per Common Classifier of Economic Activity)Types of products and servicesAnnual turnoverProfit or loss on the last reporting dateActual number of employees _____________ women of them ____________Name of the Project (short description)Place of project implementation (oblast, city)Number of workplaces

6. Information on bank accountsBank details (indicate all current and savings accounts in all servicing banks):____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

7. Credit HistoryAll bank loans used in the course of the applicant's work are indicated, both canceled and unpaid at the present time.

Creditor Amount Issue date Terms of remuneration repayment of

Principal repayment

terms

Repayment term for the

bank loan agreement

Date of actual repayment

1.2.

8. Information on current loansDate and currency rate: ___ / ___

№ Bank Bank loan agreement information (No., date)

Interest rate, %

Currency of loan

Loan amount

Balance of debt

on principal, as of the specified

date

Loan end date

Purpose of the loan

(short description

)

12

9. Information on participation in other government programs and measures of state support applied to the applicant

№ State program /State support measures Name of the State Development Institute

Additional Information

12

10. Guarantees and consentThe applicant confirms and warrants the following:

1. All data, information and documentation submitted (provided) or provided to the Secretariat together with this application, or at the request of the Secretariat, are true and fully valid on the date below, in the event of a change in such data, the applicant undertakes to notify the Secretariat immediately.2. The Applicant undertakes to provide and disclose, at the request of the Secretariat, any information and documents containing the banking and commercial secrets requested within the framework of this application.3. The applicant is warned about the responsibility for providing false, incomplete and / or unreliable information provided for by the legislation of the Republic of Kazakhstan.4. The applicant confirms that his statutory competence allows him / her to submit this application to the person who signs this application.5. The applicant agrees that if this data and information are unreliable, this application can be rejected at any stage when information confirming the unreliability of the data is revealed, and the Secretariat is entitled not to disclose the reasons for the rejection.6. The applicant was warned that in the event of failure to provide the information requested for monitoring the implementation of the investment project under paragraph 10.1. The rules, the provision of financial support measures are terminated without the issue being submitted for consideration by the Project Management Committee.

The applicant hereby agrees to the Secretariat that:1. The Secretariat shall be entitled to provide the information, information and documents provided by the applicant to the interested third parties indicated in this application with a view to their verification and review.All the information contained in this application as well as all documents requested by the Secretariat are provided solely for obtaining support measures under the Rules for Providing Financial Support to Promote Investments in Energy Efficiency of Urban Infrastructure Facilities of the Republic of Kazakhstan within the framework of a joint UNDP-GEF project and the Ministry of Investment and Development of the Republic of Kazakhstan "Sustainable cities for low-carbon development"

2. The Secretariat reserves the right to verify any information reported by the applicant about itself, and the documents provided by the applicant and the original application will be kept by the Secretariat, even if support measures are not provided.3. Acceptance by the Secretariat of this application for review, as well as the applicant's possible costs (for the preparation of documents necessary for obtaining support measures, etc.) is not an obligation to provide the Project Management Committee with measures to support or reimburse the costs incurred by the applicant.

11. Annexes (documents provided for by the Rules)

I hereby confirm that I have read the procedure for considering the provision of support measures and I will not have any further claims to the Secretariat.

(Full name) (signature) Date

Annex 1-Б to the Rules

Information on work experience and qualifications

1. Name of applicant _______________________________________________

2. The volume of similar services rendered over the past five years (if any)

Description of rendered services

Name of customers and their phone numbers

Place and year of services rendering

The value of the contract, KZT (may not be specified)

3.To provide services, the applicant has the following equipment (mechanisms, machinery):

Type of equipment (machinery, machineries)

Number of units available

Condition (new, good, bad)

Own, leased (from whom), will be acquired (from whom)

4. Qualifications and experience of employees (employees are indicated, which the applicant considers necessary for the execution of the project

No. Full Name

Position Period of service in services business for this competition

Qualification or specialization by diploma, certificate and other educational documents

Category, grade, class of specialization (if any)

Citizenship

I confirm the reliability of all the information.

(Full name) (signature) Date

Annex 1-В to the Rules

Description of investment project planned for implementation with a description of technical and technological solutions

It is necessary to describe the technology used, the rationale for the chosen solution, to calculate the baseline (if necessary, to attach a survey report ), calculate the rationale for reducing energy consumption

Annex 1-Д to the Rules

Certificate of financial support to implement the mechanism for stimulating the investments in energy efficiency of urban infrastructure in the Republic of Kazakhstan

Astana, __.__.201__

By the Resolution of the Project Management Committee of the UNDP Project "Sustainable Cities for Low-Carbon Development" from ___ № ____________________________________(name of the applicant)at observance of conditions and requirements of the Bank of the second level and JSC "Entrepreneurship Development Fund" DAMU" in obtaining the borrowed funds, a measure of financial support for the implementation of the investment project is guaranteed ________________________________________________(name of the applicant) in the urban sector - (specify from the following)

a) urban heat supply;

b) urban water supply;

c) in public buildings;

d) in multi-apartment buildings;

e) urban sewage and treatment systems;

f) street lighting

in the form of __________________________ (indicate type/types of financial support) Subsidies in the amount of 10% of the nominal rate of a second-tier bank not exceeding 19%; Guarantees for commercial loans in the amount of 50% of the loan amount.

For a period of three years for the purpose of reducing energy consumption/energy saving from the project implementation in the amount of ___%.The certificate is valid for one year from the date of issue.

Annex 2-А to the RulesFormat

Subsidy Report

for the period from _____________ to ____________

Bank name Place where the

private enterprise addresses

Name of the private

enterprise

IBAN code

*

BIN Bank loan agreemen

t No. (tranche)

Bank loan agreemen

t date. (tranche)

Loan amount

(tranche)

1 2 3 4 5 6 7 8Interest rate on loan

(tranche)Subsidy contract

numberSubsidy contract

dateThe amount of

subsidies transferred by the financial partner

for the period

The amount of subsidies written off over the period

9 10 11 12 13Number of days of overdue payments on the loan Detailing the target use of the loan

(tranche)14 15

Executive ______________________________________________Full name (signature, stamp)Responsible officer ________________________________________Full name (signature, stamp) Note:*- The unique code of identification of the subsidy contract, generated by the banking system of the

bank

Annex 2-Б to the Rules

Report on Subsidizing in the Secretariat for the period from ____________ to _____________ Name of the bank / development bank

The place where the

private enterprise addresses

Name of the private

enterprise

Bank loan agreement

No. (tranche)

Bank loan agreement

date. (tranche)

Loan amount (tranche)

1 2 3 4 5 6

Interest rate on loan (tranche)

Subsidy contract number

Subsidy contract date

The amount of subsidies

transferred by the financial partner

for the period

The amount of subsidies written off over the period

7 8 9 10 11

Annex 3-А to the Rules

Actual results of execution of the project

Unit of measurement (to indicate)Evaluation period (month, quarter, year)

№Name Unit of

measurementEvaluation period

1 2 3 …. N1 Estimated baseline energy consumption UoM

2.0 Standard rate energy consumptionUoM

2.1 savings from the baseline

% 2.2 KZT 3.0 Actual rate energy consumption

UoM 3.1 savings from the

baseline%

3.2 KZT 4.0 Deviation of actual

indicators from estimated

energy consumptionUoM

4.1 savings % 4.2 KZT

Technical partner's official

Full name (signature)

For stamp

Annex 3-Б to the RulesFormat

Monitoring report of the Technical PartnerIndicator Tasks Sub-project evaluation: - Number of sub-projects considered

- Number of approved sub-projects- Amount of financial support by the UNDP Project for approved projects- Total investments in the approved projects- Expected reduction of energy consumption and reduction of greenhouse gas emissions (per year and for each investment life cycle)- Number of project beneficiaries (cumulative and for each project disaggregated by gender)

Sub-project confirmation - Number of subprojects completed and verified- Amount of financial support by the UNDP Project for approved projects- Cumulative amount of investments (implemented)- Reduction of energy consumption and reduction of greenhouse gas emissions (per year and for each investment life cycle)Number of project beneficiaries (cumulative and for each project disaggregated by gender)

Annex 3-В to the RulesFormat

Project Implementation Summary Indicator Tasks Monitoring of projects: - Number of projects signed for implementation of support measures

- Number of ongoing approved projects - Number of rejected projects - Volume of UNDP financial support for approved projects- Loan amount and remuneration amount for approved projects - Receipt to the budget of indirect payments due to project implementation- Number of created jobs (cumulatively by each project)

Annex 4-А to the Rules

List of documents to be submitted to the Financial Partner by the Bank/Applicant for the examination of the Applicant

1. General documents to be requested from the Bank№ Name of the document In the form1 Cover letter to the list of documents Original2 The list of all documents available in the package of

documents or the act of acceptance and transfer of documents

The original signed by an authorized employee of the Bank and stamped by the Bank

3 Loan application to the Bank A copy verified with the original by an authorized person of the Bank

4 Decision of the authorized body of the Bank on granting a loan under the guarantee of the Financial Partner, expert opinions of the Bank's credit, collateral and legal management and risk management.

A copy verified with the original by an authorized person of the Bank

5 Financial documents of the Applicant as of the beginning of the year and the last reporting date (with the breakdown of the accounts payable and receivables at the beginning of the year and the last reporting date, indicating the date of the debt, the planned maturity date and the subject of the debt, decoding of fixed assets, Inventory, decoding of other articles ) certified by the seal of the Applicant

A copy verified with the original by an authorized person of the Bank

6 Decoding of articles of the report on incomes and expenses - the income from realization, the cost price, expenses of the period, other incomes and expenses, the volume of the realized production in monetary and physical terms for the considered periods

A copy verified with the original by an authorized person of the Bank or the original

7 Information from the servicing bank on the presence (absence) of loan debts, on the turnover for the last 12 months, as well as settlement documents that were not paid on time (file number 2) as of the time of consideration of documents, including an indication of the full details of the servicing bank

Original form of the bank

8 Information on the availability of loan debts, including overdue loans from other financial institutions (with loans other than banks)

Original

9 Certificate of absence (availability) of tax arrears and other mandatory payments to the budget, mandatory pension contributions and social contributions

Original

10 Information on all available accounts in second-tier banks Original11 Licenses, patents, quotas, etc. (in the event that the type of

activity of the applicant is licensed or licensed to sell certain types of goods and services for which the borrowed funds are directed)

A copy verified with the original by an authorized person of the Bank

12 documents on the implementation of the Project (if any)- contracts, contracts of sale, contracts of intent, contracts for work (with the application of a license to perform construction and installation works or other activities by the contractor), provision of services, certificates of work performed, invoices, etc .;- estimate for the planned works, the corresponding permit for construction and installation works (in case the loan is issued for use in construction, reconstruction, etc.), etc .;- any other documents used by the Bank within the framework of the project review.

A copy verified with the original by an authorized person of the Bank

13 Business-plan A copy verified with the original by an authorized person of the Bank

14 Current contracts if any Copies

15 Credit agreements, bank loan agreements with repayment schedules (if there are existing loans)

Copies

16 Documents confirming the authority of the person signing the Bank Loan Agreement, pledge and guarantee on behalf of the Bank.

Copies certified by the seal of the Bank (may be provided by the Bank at the time of conclusion of the Guarantee Agreement)

17 Tax return for the last fiscal year A copy certified by the seal of the Bank (СМСП if not the standard procedure for reviewing the Loan under the Guarantee)

The statute of limitations for financial statements should not exceed six months as of the date the Bank provided the package of documents.

If there are affiliated / affiliated persons of the Applicant, similar documents are requested for the project (except for bank statements and documents for the Project).

2. Documents defining the legal status and powers of the Applicant№ Name of the document Form1 Charter, amendments and additions to it A copy verified with the original by an

authorized person of the Bank / Notarized copy

2 Certificate / certificate of state registration / registration of a legal entity

Notarized copy /a certificate of state registration from the portal of the Electronic Government.

3 The decision of the authorized body of the Applicant on the appointment of the first manager

Original or a copy, checked with the original by the authorized person of the Bank;

4 The document proving the identity of the person authorized to sign documents on behalf of the Applicant in the Bank and the Financial Partner, as well as documents confirming his authority

A copy verified with the original by an authorized person of the Bank / Notarized copy

5 The decision of the authorized body of the Applicant, who took a decision on attracting a loan

A copy of the original in the form approved by the Bank

6 Document with samples of signatures of the first head, chief accountant and seal of the Applicant;

Original / notarized copy / Copy verified with the original by the authorized person of the Bank

7 Steering Committee Project certificate Original/notarized copy1) If necessary, the Financial Partner may request additional documentation and information on the Project.2) In the case of providing a document consisting of several pages, such a document should be stitched and numbered, or sealed with the signature of authorized persons and stampedstamped on each sheet of the document.3) The end users of the documents (with the exception of the consent of the Applicant for providing information to the credit bureau and obtaining a credit report) are the Financial Partner.4) If there are affiliated / affiliated persons of the Project Applicant, similar documents are requested (except for bank statements and documents for the Project).

Annex 4

Model Contract for Goods and/or ServicesBetween the United Nations Development Programme and a

Company or Organization

Contract for Goods and/or ServicesBetween the United Nations Development Programme and [insert name of the Contractor]

1. Country Where Goods Will be Delivered and/or Services Will be Provided:

2. UNDP [ ] Request for Quotation [ ] Request for Proposal [ ] Invitation to Bid [ ] direct contracting Number and Date:

3. Contract Reference (e.g. Contract Award Number):

4. Long Term Agreement: [Yes] [No] [indicate as appropriate]

5. Subject Matter of the Contract: [ ] goods [ ] services [ ] goods and services6. Type of Services:

7. Contract Starting Date: 8. Contract Ending Date:

9. Total Contract Amount: [insert currency and amount in figures and words]9a. Advance Payment: [insert currency and amount in figures and words or indicate “not applicable”]

10. Total Value of Goods and/or Services: [ ] below US$50,000 (Services only) – UNDP General Terms and Conditions for Institutional (de minimis) Contracts apply [ ] below US$50,000 (Goods or Goods and Services) – UNDP General Terms and Conditions for Contracts apply [ ] equal to or above US$50,000 (Goods and/or Services) – UNDP General Terms and Conditions for Contracts apply

11. Payment Method: [ ] fixed price [ ] cost reimbursement 12. Contractor’s Name:Address:

Country of incorporation:Website:

13. Contractor’s Contact Person’s Name:Title:Address:

Telephone number:Fax:Email:14. UNDP Contact Person’s Name:Title:Address:

Telephone number:Fax:Email:15. Contractor’s Bank Account to which payments will be transferred:Beneficiary:

Account name:Account number:Bank name:Bank address:Bank SWIFT Code:Bank Code:Routing instructions for payments:

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

1. This face sheet (“Face Sheet”).

2. UNDP Special Conditions [delete if not applicable].

3. [UNDP General Terms and Conditions for Contracts] [UNDP General Terms and Conditions for Institutional (de minimis) Contracts] [delete if not applicable and remove square brackets].

4. Terms of Reference (TORs) and Schedule of Payments, incorporating the description of services, deliverables and performance targets, time frames, schedule of payments, and total contract amount [delete if not applicable].

5. Technical Specifications for Goods [delete if not applicable].

6. The Contractor’s Technical Proposal and Financial Proposal, dated [insert date], as clarified by the agreed minutes of the negotiations meeting, dated [insert date]; these documents not attached hereto but known to and in the possession of the Parties, and forming an integral part of this Contract.

7. Discount Prices [to be used in cases where the Contractor is engaged on the basis of an LTA; delete if not applicable].

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

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

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

For the Contractor For UNDP

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

G E N E R A L T E R M S A N D C O N D I T I O N S F O R

I N S T I T U T I O N A L ( D E M I N I M I S ) C O N T R A C T S

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

1. LEGAL STATUS OF THE PARTIES: UNDP and the Contractor shall be referred to as a “Party”or, collectively, “Parties” hereunder, and:

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

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

2. OBLIGATIONS OF THE CONTRACTOR:

2.1 The Contractor shall perform and complete the services described in the Terms of Reference and Schedule of Payments (hereinafter the “Services”), with due diligence and efficiency, and in accordance with this Contract. The Contractor shall also provide all technical and administrative support needed in order to ensure the timely and satisfactory performance of the Services.

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

2.3 All time limits contained in this Contract shall be deemed to be of the essence in respect of the performance of the provision of the Services.

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3 LONG TERM AGREEMENT: If the Contractor is engaged by UNDP on the basis of a long-term

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UNDP GENERAL TERMS AND CONDITIONS FOR INSTITUTIONAL (DE MINIMIS) CONTRACTS

PAGE 2

agreement (“LTA”) as indicated in the Face Sheet of this Contract, the following conditions shall apply:

3.1 UNDP does not warrant that any quantity of Services shall be ordered during the term of theLTA.

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

3.3 The Contractor shall provide the Services, as and when requested by UNDP and reflected in a purchase order, which shall be subject to the terms and conditions stipulated in this Contract. For the avoidance of doubt, UNDP shall acquire no legal obligations towards the Contractor unless and until a purchase order is issued.

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

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

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

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

4. PRICE AND PAYMENT:

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

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

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

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

4.1.4 Payments effected by UNDP to the Contractor shall be deemed neither to relieve the Contractor of its obligations under this Contract nor as acceptance by UNDP of the Contractor’s provision of the Services.

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

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UNDP GENERAL TERMS AND CONDITIONS FOR INSTITUTIONAL (DE MINIMIS) CONTRACTS

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3 LONG TERM AGREEMENT: If the Contractor is engaged by UNDP on the basis of a long-termbreakdown of costs contained in the Financial Proposal, referred to in the Face Sheet to this Contract shall specify the maximum amount per each cost category that is reimbursable under this Contract. The Contractor shall specify in its invoices or financial reports (as required by UNDP) the amount of the actual reimbursable costs incurred in the provision of the Services.

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

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

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

4.2.5 Payments effected by UNDP to the Contractor shall be deemed neither to relieve the Contractor of its obligations under this Contract nor as acceptance by UNDP of the Contractor’s performance of the Services.

5. ADVANCE PAYMENT:

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

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

6. SUBMISSION OF INVOICES AND REPORTS:

6.1 All original invoices, financial reports and any other reports and supporting documentation required under this Contract shall be submitted by mail by the Contractor to UNDP Contact Person. Upon request of the Contractor, and subject to approval by UNDP, invoices and financial reports may be submitted to UNDP by fax or email.

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

7. TIME AND MANNER OF PAYMENT:

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

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UNDP GENERAL TERMS AND CONDITIONS FOR INSTITUTIONAL (DE MINIMIS) CONTRACTS

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

8. RESPONSIBILITY FOR EMPLOYEES:

8.1 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.

8.2 The Contractor is responsible for and shall assume all risk and liabilities relating to its personnel and property. The Contractor shall (i) put in place an appropriate security plan and maintain the security plan, taking into account the security situation in the country where the Services are being provided; and (ii) assume all risks and liabilities related to the Contractor’s security, and the full implementation of the security plan. UNDP reserves the right to verify whether such a plan is in place, and to suggest modifications to the plan when necessary. Failure to maintain and implement an appropriate security plan as required hereunder shall be deemed a breach of this contract. Notwithstanding the foregoing, the Contractor shall remain solely responsible for the security of its personnel and for UNDP’s property in its custody as set forth above.

9. 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.

10. SUBCONTRACTING: 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.

11. 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 worker’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.

12. INSURANCE AND LIABILITY:

12.1 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.

12.2 The Contractor shall provide and thereafter maintain all appropriate workmen's compensation insurance, or its equivalent, with respect to its employees to cover claims for personal injury, disability or death in connection with this Contract.

12.3 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.

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12.4 Except for the workmen's compensation insurance, the insurance policies under this Article shall:

12.4.1 Name UNDP as additional insured;

12.4.2 Include a waiver of subrogation of the Contractor's rights to the insurance carrier againstUNDP;

12.4.3 Provide that UNDP shall receive thirty (30) days written notice from the insurers prior to any cancellation or change of coverage.

12.5 The Contractor shall, upon request, provide UNDP with satisfactory evidence of the insurance required under this Article 12.

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

14. EQUIPMENT FURNISHED BY UNDP TO THE CONTRACTOR: Title to any equipment and supplies that may be furnished by UNDP to the Contractor for the performance of any obligations under the Contract shall rest with UNDP, and any such equipment shall be returned to UNDP at the conclusion of the 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, and the Contractor shall be liable to compensate UNDP for the actual costs of any loss of, damage to, or degradation of the equipment that is beyond normal wear and tear.

15. COPYRIGHT, PATENTS AND OTHER PROPRIETARY RIGHTS:

15.1 Except as is otherwise expressly provided in writing in the Contract, UNDP shall be entitled to all intellectual property and other proprietary rights including, but not limited to, patents, copyrights, and trademarks, with regard to products, processes, inventions, ideas, know-how, or documents and other materials which the Contractor has developed for UNDP under 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. The Contractor acknowledges and agrees that such products, documents and other materials constitute works made for hire for UNDP.

15.2 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, UNDP does not and shall not claim any ownership interest thereto, and the Contractor grants to UNDP a perpetual license to use such intellectual property or other proprietary right solely for the purposes of and in accordance with the requirements of the Contract.

15.3 At the request of 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 UNDP in compliance with the requirements of the applicable law and of the Contract.

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

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

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

17.1 The Recipient shall:

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

17.1.2 use the Discloser’s Information solely for the purpose for which it was disclosed.

17.2 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 Article17, the Recipient may disclose Information to:

17.2.1 any other party with the Discloser’s prior written consent; and,

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

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

17.2.2.2 any entity over which the Party exercises effective managerial control; or,

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

17.3 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 UNDP sufficient prior notice of a request for the disclosure of Information in order to allow UNDP to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made.

17.4 UNDP may disclose Information to the extent as required pursuant to the Charter of the United Nations, or pursuant to resolutions or regulations of the General Assembly or rules promulgated thereunder.

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

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17.6 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.

18. FORCE MAJEURE; OTHER CHANGES IN CONDITIONS:

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

18.2 If the Contractor is rendered unable, wholly or in part, by reason of force majeure to perform its obligations and meet its responsibilities under the Contract, UNDP shall have the right to suspend or terminate the Contract on the same terms and conditions as are provided for in Article 19, “Termination,” except that the period of notice shall be seven (7) days instead of thirty (30) days. In any case, UNDP shall be entitled to consider the Contractor permanently unable to perform its obligations under the Contract in case the Contractor is unable to perform its obligations, wholly or in part, by reason of force majeure for any period in excess of ninety (90) days.

18.3 Force majeure as used herein means any unforeseeable and irresistible act of nature, any act of war (whether declared or not), invasion, revolution, insurrection, terrorism, or any other acts of a similar nature or force, provided that such acts arise from causes beyond the control and without the fault or negligence of the Contractor. The Contractor acknowledges and agrees that, with respect to any obligations under the Contract that the Contractor must perform in areas in which UNDP is engaged in, preparing to engage in, or disengaging from any peacekeeping, humanitarian or similar operations, any delays or failure to perform such obligations arising from or relating to harsh 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.

19. TERMINATION:

19.1 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 22.2 (“Arbitration”), below, shall not be deemed a termination of this Contract.

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

19.3 In the event of any termination of the Contract, no payment shall be due from UNDP to the Contractor except for the Services satisfactorily provided to UNDP in accordance with the requirements of the Contract.

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19.4 Should the Contractor be adjudged bankrupt, or be liquidated or become insolvent, or should the Contractor make an assignment for the benefit of its creditors, or should a Receiver be appointed on account of the insolvency of the Contractor, UNDP may, without prejudice to any other right or remedy it may have under the terms of these conditions, terminate this Contract forthwith. The Contractor shall immediately inform UNDP of the occurrence of any of the above events.

19.5 The provisions of this Article 19 are without prejudice to any other rights or remedies of UNDPunder the Contract or otherwise.

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

21. NON-EXCLUSIVITY: Unless otherwise specified in the Contract, UNDP shall have no obligation to purchase any minimum quantities of goods or services from the Contractor, and UNDP shall have no limitation on its right to obtain goods or services of the same kind, quality and quantity described in the Contract, from any other source at any time.

22. SETTLEMENT OF DISPUTES:

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

22.2 ARBITRATION: Any dispute, controversy, or claim between the Parties arising out of the Contract or the breach, termination, or invalidity thereof, unless settled amicably under Article22.1, 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. 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”) and Article 34 (“Form and effect of the award”) of the UNCITRAL Arbitration Rules. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in the Contract, the arbitral tribunal shall have no authority to award interest in excess of the London Inter-Bank Offered Rate (“LIBOR”) then 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.

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

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24. TAX EXEMPTION:

24.1 Article II, Section 7, of the Convention on the Privileges and Immunities of the United Nations provides, inter alia, that the United Nations, including its subsidiary organs, is exempt from all direct taxes, except charges for public utility services, and is exempt from customs restrictions, duties, and charges of a similar nature in respect of articles imported or exported for its official use. In the event any governmental authority refuses to recognize the exemptions of UNDP from such taxes, restrictions, duties, or charges, the Contractor shall immediately consult with UNDP to determine a mutually acceptable procedure.

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

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

26. AUDITS AND INVESTIGATIONS:

26.1 Each invoice paid by UNDP shall be subject to a post-payment audit by auditors, whether internal or external, of UNDP or by other authorized and qualified agents of UNDP at any time during the term of the Contract and for a period of three (3) years following the expiration or prior termination of the Contract. UNDP shall be entitled to a refund from the Contractor for any amounts shown by such audits to have been paid by UNDP other than in accordance with the terms and conditions of the Contract.

26.2 UNDP may conduct investigations relating to any aspect of the Contract or the award thereof, the obligations performed under the Contract, and the operations of the Contractor generally relating to performance of the Contract at any time during the term of the Contract and for a period of three (3) years following the expiration or prior termination of the Contract.

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

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

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27. LIMITATION ON ACTIONS:

27.1 Except with respect to any indemnification obligations in Article 11, above, or as are otherwise set forth in the Contract, any arbitral proceedings in accordance with Article 22.2, above, arising out of the Contract must be commenced within three years after the cause of action has accrued.

27.2 The Parties further acknowledge and agree that, for these purposes, a cause of action shall accrue when the breach actually occurs, or, in the case of latent defects, when the injured Party knew or should have known all of the essential elements of the cause of action, or in the case of a breach of warranty, when tender of delivery is made, except that, if a warranty extends to future performance of the goods or any process or system and the discovery of the breach consequently must await the time when such goods or other process or system is ready to perform in accordance with the requirements of the Contract, the cause of action accrues when such time of future performance actually begins.

28. ESSENTIAL TERMS: The Contractor acknowledges and agrees that each of the provisions in Articles 29 to 35 hereof constitutes an essential term of the Contract and that any breach of any of these provisions shall entitle UNDP to terminate the Contract or any other contract with UNDP immediately upon notice to the Contractor, without any liability for termination charges or any other liability of any kind. In addition, nothing herein shall limit the right of UNDP to refer any alleged breach of the said essential terms to the relevant national authorities for appropriate legal action.

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

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

30.1 The UN Supplier Code of Conduct;

30.2 UNDP Policy on Fraud and other Corrupt Practices (“UNDP Anti-fraud Policy”);

30.3 UNDP Office of Audit and Investigations (OAI) Investigation Guidelines;

30.4 UNDP Vendor Sanctions Policy; and

30.5 All security directives issued by UNDP.

The Contractor acknowledges and agrees that it has read and is familiar with the requirements of the foregoing documents which are available online at www.undp.org or at http://www.undp.org/content/undp/en/home/operations/procurement/business/. In making such

acknowledgement, the Contractor represents and warrants that it is in compliance with the requirements of the foregoing, and will remain in compliance throughout the term of this Contract.

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

32. CHILD LABOR: The Contractor represents and warrants that neither it, its parent entities (if any), nor any of the Contractor’s subsidiary or affiliated entities (if any) is engaged in any practice inconsistent with the rights set forth in the Convention on the Rights of the Child, including Article 32 thereof, which, inter alia, 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.

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

34. SEXUAL EXPLOITATION:

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

34.2 The Contractor shall take all appropriate measures to prevent sexual exploitation or abuse of anyone by its employees or any other persons engaged and controlled by the Contractor to perform 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 reasonable and appropriate measures to prohibit its employees or other persons engaged and controlled by it from exchanging any money, goods, services, or other things of value, for sexual favors or activities, or from engaging any sexual activities that are exploitive or degrading to any person.

34.3 UNDP shall not apply the foregoing standard relating to age in any case in which the Contractor’s personnel or any other person who may be 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.

35. ANTI-TERRORISM: The Contractor agrees to undertake all reasonable efforts to ensure that none of the UNDP funds received under the Contract is used to provide support to individuals or entities associated with terrorism and that recipients of any amounts provided by UNDP hereunder do not appear on the list maintained by the Security Council Committee established pursuant to resolution1267 (1999). The list can be accessed via ht t ps: / /ww w .un.o r g /sc/s u bor g /en/ s a n c t i ons/1267/aq_s a n c t i ons_lis t . This provision must be included in all sub-contracts or sub-agreements entered into under the Contract.

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