By Leroy Fox,2014-06-26 22:23
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    …………………… [NGO’S Name] (The Partner)


    (WFP EMOP/PRRO/PROJECT number xxxxx)

Objectives of the Agreement

....... [NGO’s name] ............. is a non-governmental, non-profit, non-political organization registered with

    the Government of ... [country]. It has agreed to cooperate with WFP in providing services for [specify

    the objective(s) of the operation, e.g. reception, handling, and distribution of food, monitoring of

    distributions; nutritional feeding; health; sanitation; water supply; programme impact evaluation and

    assessment, etc., and, where applicable and mutually agreed to - for the storage and secondary transport,

    and any other services specifically requested and agreed upon.].

This Agreement establishes and defines the cooperation between the Parties for the provision of services

    as may be described above. This agreement shall define: (a) the modalities for the distribution of food to the beneficiaries and all tasks associated therewith; (b) the description of other services required to be

    performed, such as those in nutrition, health, sanitation, etc; (c) obligations of the Parties with regard to

    costs, communications, supply of equipment or services; (d) the reporting requirements of the Partner; (e) the payment obligations of WFP; and (f) such other analogous conditions for the execution of this


    1. Scope

1.1 This Agreement defines the obligations of both WFP and the Partner in the provision of services

    in accordance with [reference to LOU with the government/EMOP/PRRO]. The Parties

    acknowledge that, in accordance with WFP’s commitment to women and gender equality, the

    Partner, where reasonably possible, shall ensure that food is placed directly in the hands of

    women and that women take a lead role in the management of food distribution. This

    commitment of the Parties to women and gender equality shall be a priority throughout the

    execution of this Agreement. The parties shall acknowledge each others role to the general

    public as appropriate.

2. Commencement, Duration and Termination of Agreement

2.1 This Agreement shall commence on..................... and remain in force until............… The

    agreement may be amended by the Parties only through mutual written consent. The Agreement

    may be terminated, by either party, thirty (30) days after the date of receipt of a written notice of


3. Definition of Beneficiaries and Use of Commodities provided by WFP

    The definition of beneficiaries and the specific use of resources in the project activities supported

    by WFP and the Partner are defined in the approved Project Proposal annexed to this Agreement.

    WFP hereby confirms that the approved Project Proposal (both EMOP and PRRO) is in

    accordance with the WFP Programme Design Manual.

    4. Partner’s Obligations

During the course of this Agreement, the Partner shall:

    4.1 submit for WFP’s approval a budget in the agreed format for the full period of this Agreement

    (see Annexes 2 and 3). The budget included in the Project Proposal annexed to this agreement

    shall contain fully cost-justified elements for both fixed (time-bound) and variable (tonnage-

    bound) costs and shall indicate separately: (a) the start-up and close-down costs (where

    applicable); (b) a standard (5%) management service charge as a contribution towards the

    Partner’s headquarters overheads;

4.2 in a case where the Partner collaborates in a common or parallel programme of assistance to

    designated beneficiaries with WFP, cost-sharing shall be defined and mutually agreed. Similarly,

    if services other than food distribution and monitoring are involved (such as surveys,

    vulnerability analysis, evaluations, etc.), agreement on responsibility for costs will be established

    in advance;

4.2 in conjunction with WFP, establish a distribution plan for the agreed planning period, providing

    estimates of the proposed number of beneficiaries and the means by which distribution shall be


4.3 be responsible for the reception, storage and handling at mutually agreed delivery points, and

    secondary transport to other delivery and/or distribution locations required by WFP and for

    distribution to beneficiaries of commodities provided by WFP;

4.4 take all reasonable measures to ensure that commodities provided by WFP reach the intended

    beneficiaries without unreasonable delay and in the condition in which they are received. This

    includes arranging to recover commodities from damaged containers and the fumigation of

    commodities and warehouses if and where necessary (see section 7.2);

4.5 maintain proper accounts of all commodities received from WFP and distributed. The Partner

    shall maintain separate records and accounts of commodities provided by WFP under this

    agreement, from those commodities made available to the Partner from any other sources, unless

    specific written instructions are received from WFP. The Partner shall retain records for possible

    future inspection and audit purposes by WFP for a period of five years from the termination of

    this agreement. Financial transactions and financial statements shall be subject to the internal and

    external auditing procedures laid down in the Financial Regulations, Rules and Directives of WFP;


4.6 provide suitably qualified personnel and adequate means necessary for the implementation and

    supervision of the operations and activities agreed upon in this agreement;

4.7 be fully responsible for acts and omissions of its personnel. The personnel of the Partner do not

    have the status of staff members or employees of WFP, the United Nations or other agencies.

    WFP shall not accept liability for compensation for the illness, disability, death or the effects of

    other hazards which may be suffered by the employees of the Partner agency, whether work-

    related or not, or loss or damage to property or personal effects belonging to it, its personnel or a

    third party;

4.8 where transport has been provided by WFP, upon receipt of the commodities, immediately

    complete the relevant section of a Waybill from WFP (or WFP-appointed transporter) and sign

    the Waybill. The Partner shall present to WFP a list, to be updated on a regular basis, of persons

    authorized to sign for the reception of the commodities, including their specimen signatures and

    an official stamp;

4.9 except as provided in section 6.3, use WFP Waybill, and Landside Transport Instruction form (as

    applicable), or an approved NGO Delivery form and/or related documents when forwarding

    commodities from a warehouse to mutually agreed distribution sites or secondary warehouses;

4.10 cooperate, where possible, with relevant government entities and WFP for the most efficient

    handling, storage, transport and distribution of WFP-supplied commodities, and allow WFP

    personnel unobstructed access to facilities containing such commodities;

4.11 report to WFP in accordance with the provisions of section 6 below;

4.12 respect the confidentiality of any information pertaining to any individual or group of

    beneficiaries of activities the subject of this agreement. The contents of any files, including

    computerized databases, can only be released to persons outside the Partner’s staff, if such

    persons have been duly authorized by WFP to receive such information. This does not apply to

    general statistical information concerning the number and location of the beneficiaries, or to

    photographs/videos/interviews obtained with the consent of the beneficiaries, which the Partner is

    free to use as it sees fit for fund-raising, advocacy or educational purposes;

4.13 except for the preference noted in section 1.1, supply commodities and work with all beneficiaries

    in complete impartiality, regardless of race, religion, nationality, political opinion or gender,

    without linking assistance, either directly or indirectly, to any religious or political persuasion. In

    this context, projects supported by WFP shall not include any activities to promote a specific

    religious or partisan political view. All NGO Partners of WFP in emergency operations are

    encouraged to comply with the SPHERE Humanitarian Charter and Minimum Standards

    (recognizing that such compliance depends in part on the quantity, quality and type of

    commodities supplied by WFP), and/or the Code of Conduct for the International Red Cross and

    Red Crescent Movement and NGOs in Disaster Relief;

4.14 adhere to the core principles developed by the Inter-Agency Standing Committee to prevent

    sexual exploitation and other abuses of power against beneficiaries and not tolerate any such

    abuses on the part of its staff;

    4.15 facilitate WFP’s monitoring of the commodity distribution, the storage of the commodity and the

    recipient beneficiaries;


4.16 encourage the formation of community groups/committees that shall participate in the

    identification of beneficiaries, their registration and the distribution of the food. Regular meetings

    between the Parties and with local community groups/committees, as required, shall be organized

    so as to ratify beneficiary targets and to brief all stakeholders on the implementation progress; and

4.17 retain all empty packaging, bags and containers or, as required, distribute or sell such items as

    jointly agreed by the Parties. The Parties agree that such empty packaging, bags and containers

    remain the property of WFP. In the event that the empty packaging, bags and containers are sold,

    the Partner shall account for the income and the Parties shall determine how such income shall be

    used for the benefit of the project. Should there be costs associated with storing or disposing of

    such items, such costs may be included in the project budget.

    5. Obligations of WFP

During the course of this agreement, WFP shall:

5.1 make payments to the Partner in accordance with Section 8 below, and with the approved budget

    referenced in Section 4.1 above, and, subject to the availability of commodities, make available to

    the Partner at the agreed delivery points listed in Annex .... the quantities of commodities

    specified in the approved monthly distribution plan;

5.2 subject to the availability of commodities, provide additional quantities of commodities to address

    contingencies such as an increase in the number of beneficiaries;

5.3 be responsible for customs clearance and transportation of commodities supplied by WFP to the

    mutually agreed delivery points to ensure that the Partner can meet requirements specified in the

    monthly distribution plan;

5.4 notify the Partner of the receipt of commodities in-country, the monthly distribution allocation

    and the movement of commodities by WFP from the port or warehouses. The information shall

    include, but not be limited to, the type and amount of commodities transported, the means of

    transportation and the estimated time of arrival of commodities at the mutually agreed delivery


    5.5 inform the Partner as far in advance as possible of any known or anticipated breaks in the pipeline

    supply chain and take appropriate steps to assist the Partner in minimizing risks resulting from

    such an event;

5.6 provide advice and guidance on storage and handling of commodities;

5.7 provide training, where necessary, for Partner staff on distribution practices, reporting (including

    the WFP Commodity Tracking System) and warehousing;

5.8 respect the confidentiality of any information provided by or pertaining to the Partner;

5.9 utilize suitably qualified personnel and provide adequate means necessary for the implementation

    and supervision of the operations and activities agreed upon in this Agreement;

5.10 be fully responsible for the acts and omissions of its personnel. The personnel of WFP do not

    have the status of staff members or employees of the Partner. The Partner shall not accept liability


    for compensation for the illness, disability, death or the effects of other hazards which may be

    suffered by the employees of WFP, whether work-related or not, or loss or damage to property or

    personal effects belonging to WFP, its personnel or a third party;

5.11 provide access to WFP communications equipment, as may be agreed by the Parties. Access to

    such communications equipment shall be at the expense of the Partner;

5.12 for all commodities handed over to the Partner, provide documentation stating the value of such

    commodities at the handover point, where practicable;

5.13 liaise on behalf of the Partners with the local authorities, as required; and

5.14 adhere to the core principles developed by the Inter-Agency Standing Committee to prevent

    sexual exploitation and other abuses of power against beneficiaries and not tolerate any such

    abuses on the part of its staff.

    6. Reporting

6.1 WFP shall provide the Partner with the format for the reporting of activities performed under this


    6.2 The Partner shall provide monthly reports on quantitative data relating to the project, including

    food stocks, losses and distribution figures, per commodity and beneficiary numbers by activity

    and by gender, in accordance with the reporting format as attached (Annex 1).

6.3 The Partner shall also provide quarterly progress reports, including both narrative and

    quantitative information. Narrative information shall include delivery and distribution

    arrangements, operational difficulties encountered and measures taken to overcome them, steps

    taken to reduce losses, the acceptability of food provided, information on complementary inputs

    from other sources, including those from the Partner, comments on results achieved for the direct

    benefit of the targeted people and how the overall situation is expected to develop and what

    additional programmes are proposed. Information on beneficiaries shall include, in addition,

    wherever possible, gender-disaggregated data such as percentage share of resources allocated to

    women/men, composition (by gender) of local food management and distribution committees,

    specifying positions held by women, and share of benefits by category of activities.

6.4 If mutually agreed the partner may use WFP’s commodity tracking system (COMPAS), in order

    to facilitate reporting and for effective pipeline management. However, the partner may use its

    own commodity tracking system, including associated documents such as waybills, as approved

    by WFP.

6.5 A final report, consolidating information covering the whole of the agreement, shall be provided

    by the Partner within 90 days from the date of termination specified in section 2.1.


7. Cargo Losses and Damage


7.1 The Partner assumes full responsibility for the storage, handling and management of commodities

    handed over to it by WFP, and shall assume liability for any commodity damage and losses, after

    the commodities come under its physical control, custody or possession. Reimbursement to WFP

    for commodities damaged and/or lost due to the wilful or grossly negligent acts or omissions of

    the Partner may be made after investigation of the circumstances surrounding the loss.

7.2 WFP seeks to ensure that all commodities handed over to the Partner are fit for human

    consumption. The Partner shall inform and consult with WFP where the condition of any WFP-

    supplied commodities is in doubt, or there is a perceived risk of contamination of existing stock

    arising from acceptance of the commodity at the handover point. In such cases, WFP and its

    Partner will mutually agree on the appropriate operational measures to resolve the situation. Any

    costs approved by WFP for storage, recuperation, sampling and/or fumigation shall be borne by


8. Payments

8.1 The Partner shall be paid monthly by WFP on the basis of invoices submitted and approved, or

    statements of accounts in an agreed format, and according to the agreed budget. No payment can

    be made by WFP without supporting documentation certified by the Partner, and accepted/signed

    by a WFP-authorized representative stating:

    ? the project number

    ? the commodity type

    ? the respective total metric tons distributed during the month by shipping instruction (SI)

    number (where the SI has been provided by WFP)

    ? total cargo losses in metric tons by SI number (where the SI has been provided by WFP)

8.2 WFP shall make monthly payments to the Partner in accordance with the quantity distributed, as

    evidenced by the certified statements and calculated by the all-inclusive rate agreed by the Parties

    within the project budget.

8.3 Payments under this Agreement shall be made by WFP within 21 days from submission to WFP

    of a certified statement (or invoice and appropriate documents referred to in sections 6 and 8 of

    this agreement). If settled in full, such payments by WFP shall constitute the full payment in

    connection with the services of the Partner under this Agreement. Should there be a query, in

    writing, on the payment requested, WFP will advance 75 % of the amount, pending submission of

    a satisfactory explanation on the queried account. Once satisfactory explanation is submitted and

    approved, the balance of the withheld amount shall be settled within 21 days from approval of the

    queried account. Payments may otherwise be delayed by WFP until clarification on outstanding

    accounts is provided by the Partner.

8.4 WFP shall make payments directly into an account located in the country in which the services

    stipulated in this Agreement occur or where the Partner is officially registered, in the currency of

    expenditure or otherwise as may be agreed. In principle, the Partner must be registered and

    recognized by the Government of the country where operations occur.

8.5 Where the Partner provides any additional service at the request of WFP, WFP shall pay for such

    services at the rate agreed between the Parties, and in accordance with the mutually agreed work

    plan, prior to the undertaking of the service.


8.6 Any proven additional costs arising out of this Agreement, for which no budget provision has

    been made, shall be reviewed separately on a case-by-case basis by WFP. However, payments

    may only be effected by WFP subject to the availability of funds.

8.7 WFP will, upon written request, make advance payments of up to three months of the projected

    total budget of the Partner, to a maximum of US$ 100,000, except for operations of six months or

    less, where the advance will be 30% of the estimated budget, to a maximum of US$ 100,000.

    WFP shall make the advance payments within 21 days of receipt in writing of the request.

8.8 Upon receipt of the final consolidated report and invoice (see 6.3 above), WFP will verify and

    settle, not later than 45 days, any outstanding amounts due to the Partner.

    8.9 In the event that WFP is unable to deliver the full tonnage specified in this Agreement, whether

    due to a shortage of available commodities, or due to the termination or suspension of this

    Agreement for reasons other than the fault of the Partner, then the Partner shall be entitled to

    reimbursement by WFP of actual and substantiated costs resulting from commitments entered

    into in accordance with this Agreement prior to receiving written notice from WFP. Such

    reimbursement of costs shall be for a period up to two months from receipt of the notice of

    termination, as per clause 2.1 above, but in exceptional circumstances a longer period may be

    agreed with the WFP country office if required and substantiated. The Partner undertakes to use

    its best efforts to minimize any such costs, and to include appropriate provisions in any contracts

    with third parties that will enable the Partner to terminate or suspend such contracts in the event

    that this agreement is terminated or suspended.

    9. Force Majeure

    If at any time during the course of this Agreement it becomes impossible for the parties to

    perform any of their obligations for reasons of force majeure, that party shall promptly notify the

    other in writing of the existence of such force majeure. The party giving notice is thereby relieved

    from such obligations as long as force majeure persists.

10. Arbitration

    Any dispute arising from this agreement that is not settled by amicable discussion between parties

    shall be referred to arbitration under the UNCITRAL Arbitration Rules. The arbitration shall be

    conducted in London in the English language, and shall be governed by the substantive law of

    England. The Parties agree to be bound by any arbitration award rendered in accordance with the

    above, as the final adjudication of any such dispute.

11. Immunity Clause

    Nothing in this agreement shall imply a waiver by the United Nations World Food Programme,

    the United Nations or any of its agencies or organizations of any privileges or immunity enjoyed


    by them or their acceptance of the jurisdiction of the courts of any country over disputes arising

    out of the said Agreement.

    For The United Nations World Food Programme For (Insert Name of Partner)_

Name: ............................................................ Name: .........................................

Title : ............................................................. Title : ........................................

Date : ............................ Date : ......................................


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