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I should like to refer to our exchanges [add details and dates as appropriate, e.g.,
letters, meetings, draft plans/budgets, etc.] concerning the implementation by [name
of Partner] (hereinafter: the “Partner”), on behalf of the Office of the United Nations
High Commissioner for Refugees (hereinafter: “UNHCR”) of the operation in [name
of country].
In the spirit of partnership and given the urgency of providing protection, assistance
and solutions to refugees and other persons of concern, UNHCR and the Partner
(hereinafter individually referred to as “the Party,” and collectively as “the Parties”),
agree to sign this Letter of Mutual Intent (hereinafter: “the Letter”) as an arrangement
preliminary to the conclusion of a standard Project Partnership Agreement
(hereinafter: “PPA”) to begin the implementation of activities prior to concluding the
PPA.
The Parties agree that this Letter establishes the initial stages of a Project to which
UNHCR contributes resources, and for which the Partner accepts the contribution
and will carry out the Project under its own responsibility.
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Thank you for your cooperation.
Signature: ___________________________________
Name: ___________________________________
Title: ___________________________________
Date: ___________________________________
Place: ___________________________________
I confirm that I am duly authorized to represent and engage [name of Partner] and I
agree on behalf of the latter that the use of funds allocated for the activities outlined
in Annex A.2 and budget in Annex B shall be in accordance with the provisions set
forth in Annex A.1, and that upon signature of the PPA with UNHCR the provisions of
the PPA will apply thereby incorporating and superseding the terms contained in
Annex A.1 and in any relevant annexes attached hereto.
Signature: ___________________________________
Name: ___________________________________
Title: ___________________________________
Date: ___________________________________
Place: ___________________________________
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Annex A.1
1.1 Capitalized terms used in this Letter shall have the meaning ascribed to them
either in the body of this Letter or in the following definitions, listed in
alphabetical order:
Agreement Symbol means the unique identifier of the Project specified by UNHCR
in Art. 4.2.
Goods and Property mean any tangible or intangible item under the custody of the
Partner in order to support the implementation of the Project and consist of those
provided in-kind by UNHCR or acquired by the Partner with UNHCR funds.
Information means any and all information, whether in oral or written (including
electronic) form, created by or in any way originating with UNHCR, and all
information that is the output of the performance of activities pursuant to this Letter.
Instalment means the cash requirements of the Project that have been transferred
to the Partner in accordance with the Project Budget (Annex B), and the actual
performance of the Project.
Partner means the entity named in this Letter as the implementer of the Project in
collaboration with UNHCR.
Partner Personnel means human resources hired and/or engaged by the Partner to
perform activities related to the Project: permanent employees; fixed term hired;
consultants; advisors; temporarily assigned staff; labor on wages; seconded
personnel; volunteers; interns, and similar agents.
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Personal Data means any personal information including identifying information
such as the name, identification or passport number, mobile telephone number,
email address, cash transaction details, of whatever nature, format or media that by
whatever means appears in the course of the performance of this Letter.
Project Headquarters mean anywhere Partner is located other than the Project’s
operational location.
Project Implementation Period means the period specified in Art. 3.2 during which
Project activities, expenditure and financial commitment can be undertaken to
achieve the expected results of the Project, i.e. the period beginning with the
effective commencement date and ending with the completion date.
Project Liquidation Period means the period specified in Art 3.3 during which
financial commitments entered into during the Implementation Period may continue
to be settled by the Partner pursuant to this Letter. No new expenditure, financial
commitment or implementation of activities is undertaken during this period.
2.1 The Parties agree to fully cooperate, act in a consultative manner and assume
their respective roles and obligations to implement the project activities covered by
this Letter. UNHCR shall commit to make available its contribution as specified in
this Letter and the Partner shall commit to carry out the Project outlined in the
Project Description (Annex A.2) with competence to achieve the desired results for
the Population of Concern in the manner described in this Letter.
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2.2 The Parties commit to undertake all reasonable efforts to expedite the
conclusion of the standard PPA within the Implementation Period of this Letter (as
defined herein). Once the PPA is concluded, the activities under the Letter shall be
integrated into the PPA; funds transferred by UNHCR to the Partner shall be
considered to be the First Instalment as defined under the PPA, and the terms
hereof shall automatically be superseded and replaced by the terms of the PPA as
from the effective start date of the Project implementation.
Article 3 - Duration
3.1 This Letter shall enter into force on the date when the last of the Parties signs,
and shall govern the relationship of the Parties as of that date. The Project
implementation shall not be longer than three months within the same Budget Year,
unless its extension is exceptionally authorized by UNHCR. In case extensions are
authorized, the Letter shall not be extended beyond 31 December of the Budget
Year.
3.2 The activities under this Letter as specified in Art. 7.1, including as set forth in
the Project Description (Annex A.2) and Project Budget (Annex B), shall be
completed within the period set out in the table below (hereafter: “the Project
Implementation Period”), unless it is superseded by the period set out under the
PPA.
3.3 The Project Liquidation Period under this Letter is set out in the table below,
unless it is superseded by the period set out under the PPA. The Liquidation Period
shall be no later than one month after the end of the Project Implementation Period
or after termination pursuant to Art. 14 below, as the case may be. Financial
commitments entered into during the Implementation Period, and which cannot be
cancelled, may continue to be settled by the Partner during the Liquidation Period.
New expenditure, financial commitment or implementation of activities undertaken
after the end of the Implementation Period shall not be accepted as falling within the
scope of Eligible Costs (as defined in Art. 1.1).
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Article 4 - Project Identification
5.1 The Partner shall submit timely, accurate and complete reports, as specified
below, in the standard format(s) provided in Project Report Formats (Annex C) to
demonstrate performance progress and utilization of resources. The reports
indicated below will be considered as reports against the first Instalment under the
PPA.
5.2 The Partner shall be informed in writing if the need arises for other reports and
provided with sufficient advance notice for report preparation.
5.3 Should the Parties fail to enter into the PPA or should this Letter be terminated
pursuant to the provisions of Art. 14 below, the Partner shall submit the reports as
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set out in Art. 5.1 above and these shall be considered as the Final Project Reports
under this Letter. The Letter shall be brought to an end and the Partner shall transfer
to UNHCR all unspent balances of the UNHCR contribution and revenues no later
than thirty days after the Liquidation Period (as defined in Art. 3.3 above).
5.4 All submitted reports are subject to verification and acceptance by UNHCR.
UNHCR shall communicate to the Partner whether it accepts the reports or requests
additional information. The Partner shall provide such evidence and supporting
documentation for clarification and assurance of information reported, when
requested by UNHCR.
6.1 UNHCR shall deposit its contribution (as set out in Art. 7.2) solely into a bank
account bearing the official name of the Partner no later than ten working days
following the entry into force of this Letter.
Partner’s Bank Account to which UNHCR shall deposit funds in <local currency>:
a. Bank name, address and clearing number: ____________________
b. Name of account holder: ____________________
c. Account title and number and address: ____________________
Select in case of two budgeted currencies as set out in Project Budget (Annex B):
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Article 7 - Activities and Budget
7.1 The Partner shall carry out activities and utilize funds for these activities as
specified in the Project Description (Annex A.2) and Project Budget (Annex B).
7.2 The contributions of the Parties are set out in the table below. The Partner
contribution shall be maintained and managed directly by the Partner so as to ensure
complementarity with UNHCR-provided resources towards the Project. The Partner
shall inform UNHCR of any changes in receipt of complementary contributions in
cash or in-kind received from sources other than UNHCR for joint planning and
support to the Project.
In-kind
7.3 UNHCR shall transfer its contribution shown in the table to the bank account
specified by the Partner in Art. 6.2.
8.1 All expenses incurred by the Partner shall be consistent with its humanitarian
and not-for-profit nature, in line with applicable standards and in compliance with
principles of sound financial and risk management.
8.2 The Partner shall utilize resources made available by UNHCR solely for the
intended purposes towards the Eligible Costs of implementing the Project in line with
the highest ethical and humanitarian standards of conduct and the applicable law
and regulations of the country of operation. The Parties shall have zero tolerance for
corrupt and fraudulent practices, abusive behavior towards persons of concern, or
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any form of misconduct including conflict of interest. The Parties also commit to take
disciplinary and corrective actions when misconduct is found to have occurred.
8.4 The Partner may make discretionary budget line transfers of up to 15 per cent
of the authorized amount at Output level, provided there is no change to Partner
Personnel costs and the overall Project Budget (Annex B). The Partner shall
maintain documentation for such transfers. Any other budgetary transfer is not
permitted under this Letter.
8.5 The currency of expenditure is the same as the currency of funds transferred
by UNHCR as stipulated in Art. 7.2. Expenditure in another currency should only
take place in limited amounts in necessary circumstances or otherwise be authorized
by UNHCR. In such cases, the Partner shall apply the rate of exchange in effect at
the time of the transaction.
8.6 Consistent with numerous United Nations Security Council resolutions relating
to terrorism and in particular the financing of terrorism, the Parties shall seek to
ensure that resources received under this Letter, whether in cash or in-kind, are not
used, directly or indirectly, to provide support to terrorism. In accordance with this
policy, the Partner agrees to employ all reasonable efforts to ensure that such
resources are neither (a) knowingly transferred directly or indirectly or otherwise
used to provide support to any individual or entity appearing on the lists maintained
by the United Nations Security Council Sanctions Committee established pursuant to
Security Council Resolution 1267 (1999) and pursuant to other resolutions of the
Security Council targeting terrorism (resolutions are available at:
http://www.un.org/sc/committees/1267/aq_sanctions_list.shtml and links to lists
maintained by http://www.un.org/sc/committees/list_compend.shtml; nor (b) used in
any other manner that is prohibited by a resolution of the United Nations Security
Council adopted under Chapter VII of the Charter of the United Nations. If it
emerges, at any time, that a person or entity receiving funds from this Letter either
(a) appears on a list maintained by the Security Council Sanctions Committee or (b)
is found to be using funds received from UNHCR to provide support to individuals or
entities on such lists, then the Partner will immediately inform UNHCR.
8.7 The Partner confirms that it has the capacity to undertake procurement and
shall carry out all procurement under this Letter in accordance with the UNHCR
policy and procedures on “Procurement by Partners with UNHCR Funds”. In case
the Partner has not acquired Pre-qualification for Procurement (PQP) Status, the
Partner shall be allowed on an exceptional basis to carry out procurement under this
Letter if necessary in view of the urgency, provided that the Partner commits to
submit a formal application for PQP status within one month of signing this Letter.
8.8 All activities and Projects funded by UNHCR are subject to audit. UNHCR
reserves the right to undertake visits, monitoring, verification, audit, inspection and
evaluation of the implementation of this Letter. In coordination with the Partner,
UNHCR may arrange for such activities as UNHCR may deem necessary to ensure
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the proper implementation of the Project. The cost of such activities shall be borne
directly by UNHCR unless otherwise expressly agreed by the Parties in writing.
8.9 With timely coordination and notification by UNHCR, the Partner shall facilitate
unhindered access and full and timely cooperation for visits, inspection, monitoring,
verification, audit and evaluation of the Project activities implemented under this
Letter and related subjects by UNHCR staff or any other person duly authorized by
UNHCR. Such activities may take place during the Implementation Period or up to
six years following completion of the Project.
8.10 The Partner shall transfer to UNHCR all unspent balances of the UNHCR
contribution and revenues at the same time that it submits the final Project Financial
Report (as set out in Art. 5.1) or in any event no later than thirty days after the
Project Liquidation Period.
8.11 The Partner shall refund all other amounts which were overpaid by UNHCR or
found to be not Eligible Costs or otherwise charged to the Project Budget as a result
of irregularities, fraud or misappropriation of UNHCR funds. UNHCR may take all
reasonable measures which it considers necessary to recover the affected amounts.
The Partner shall repay UNHCR within thirty days of the date of notice requesting
such repayment.
9.1 The Parties shall respect the confidentiality of the Information pertaining to the
Project. The Partner shall use all and any data shared by UNHCR, including
personal information relating to the Population of Concern to UNHCR, solely for the
purpose of implementing the Project. Any deviation in the use of the data as per
UNHCR’s instructions, including subsequent use for another purpose or use by a
third party, shall be permitted only with the approval of UNHCR. The Partner shall
comply with and implement relevant UNHCR policies on data protection, based on
and in line with international data protection rules and principles and the
requirements of all data privacy laws applicable to the processing of data by the
Partner.
10.1 The Partner shall maintain a separate Project File containing this Letter
(together with its appendices and annexes) and all other essential records and
documentation related to this Letter for at least six years, following the completion of
the Project in accordance with this Letter.
Article 11 – Liability
11.1 UNHCR accepts no liability for claims arising out of the Partner’s activities
performed hereunder, including claims for death, disability, damage to property or
other hazards which may be suffered by employees, personnel, agents, or
representatives of the Partner or by third Parties as a result of their connection with
the work pertaining to the Project financed by UNHCR.
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Article 12 – Privileges and Immunities
12.1 Nothing in this Letter and its appendices and annexes (including information
disclosure) shall be deemed a waiver, expressed or implied, of any privileges or
immunities enjoyed by UNHCR.
13.1 The Parties shall use their best efforts to settle amicably any dispute,
controversy or claim arising out of this Letter or the breach, invalidity or termination
thereof. Unless settled amicably within sixty (60) days after receipt by one Party of
the other Party's request for amicable settlement, any such dispute, controversy or
claim 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 have no authority to award punitive damages. The Parties shall be
bound by any arbitration award rendered as a result of such arbitration as the final
adjudication of any such controversy, claim or dispute. The place of arbitration shall
be Geneva. The proceedings shall be conducted in English.
13.2 The arbitral tribunal shall be empowered to order the return or destruction of
any property, whether tangible or intangible, or of any confidential information
provided under the Letter, order the termination of the Letter, or order that any other
protective measures be taken. In addition, unless otherwise expressly provided in
this Letter, 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.
13.3 Except as otherwise set forth in this Letter, any arbitral proceedings in
accordance with Art. 13.1 arising out of this Letter must be commenced within three
years after the cause of the action has occurred.
Article 14 - Termination
14.1 Termination is the cessation of this Letter prior to the end of the Project
Implementation Period. Either Party may terminate this Letter without cause at any
time by giving one month (30 days) advance written notice to the other Party.
14.2 Both Parties shall strive to ensure that there is no adverse impact on the
Population of Concern. The Parties shall develop and agree to implement an action
plan for proper winding down of the Letter, and make every effort to mitigate financial
exposure chargeable to the Project Budget. The Partner shall cease all activities,
expenditures and commitments that are not included in the winding down plan.
14.3 In the event of any occurrence constituting force majeure, the Partner shall give
notice and full particulars in writing to UNHCR as soon as possible, if the Partner is
thereby rendered unable, wholly or in part, to perform its obligations under this
Letter. The Parties shall consult on the appropriate action to be taken, which may
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include termination of this Letter, with either Party giving to the other at least seven
days written notice of such termination.
14.4 In the event of termination, no payment shall be due from UNHCR to the
Partner except for work and services satisfactorily performed in conformity with this
Letter prior to the date of termination. UNHCR shall not be liable for any expenditure
or commitment in excess of remittances actually made, unless these were expressly
authorized in writing by UNHCR. Upon UNHCR settlement of the authorized
payment, UNHCR shall be relieved from any further obligations under this Letter or
liability for compensation.
Article 15 – Amendments
16.1 Partner
16.2 UNHCR
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Email: ______________________________
Phone and Fax Number: ______________________________
Article 17 - Annexes
17.1 Signature of this Letter by the Parties constitutes formal approval of the
annexes listed below, the respective cover pages of which have been initialed by the
Parties upon signature:
Article 18 - Language
The Letter may only be signed in one of the following three languages: English, French or
Spanish. An Unofficial Translation in another language can be attached to the official
language version only in exceptional situations. In such cases, the Letter shall be signed in
English and the Unofficial Translation will be attached to the English version.
Please select the adjacent box if the Letter is signed only in English.
18.1 This Letter is signed in the English language
Select the adjacent box if it is absolutely necessary that a translated version needs to be
attached to the Letter (which can only be signed in English, French or Spanish) and the below
text appears:
18.1 The Parties acknowledge and agree that this Letter is signed in the English
language and a translation into the official language of the Partner’s location is
appended to this Letter with the header “Unofficial Translation”. In the event of any
dispute or controversy in the interpretation of this Letter, the version in the English
language shall prevail.
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