Framework agreement for the services of an Individual Contractor engaged on On-Call Basis, Legal Expert to establish Special Purpose Vehicles (SPVs) to manage projects for different Local Governments in Tanzania



Advertised on behalf of :

Location : TANZANIA
Application Deadline :22-Mar-19 (Midnight New York, USA)
Type of Contract :Individual Contract
Post Level :National Consultant
Languages Required :
English  
Starting Date :
(date when the selected candidate is expected to start)
01-Apr-2019
Duration of Initial Contract :up to 80 work days per year
Expected Duration of Assignment :1 to 3 years

Background

United Nations Capital Development Fund (UNCDF) is the UN’s capital investment agency for the world’s 47 least developed countries (LDCs). With its capital mandate and instruments, UNCDF offers “last mile” finance models that unlock public and private resources, especially at the domestic level, to reduce poverty and support local economic development.

Local Finance Initiative (LFI) is one among several programmes being implemented by United Nations Capital Development Fund (UNCDF)  in Tanzania and other countries with the aim of unlocking domestic capital markets to invest in local development. LFI supports commercially viable economic infrastructure projects with transformational impact in local communities. These projects are either sponsored/owned by private investor(s);  trusts, cooperatives or/and Local Government Authorities (LGAs) such as district and town councils, municipals and cities. In supporting LGAs, the LFI programme is seeking to hire a legal consultant to provide legal advisory services based on the scope of work outlined below. 

UNCDF would like to enter into a non-exclusive Framework Agreement, also known as Long-Term Agreement (LTA), with one or more individuals that will perform the services described below on a need-basis.  In UNCDF, an LTA is a framework agreement by and between UNCDF and a company or individual where the latter may, at any time within the duration of the LTA, be required to render the agreed services at the agreed and fixed unit prices for a minimum period of 12 months, with potential extension for up to two (2) additional years, depending on satisfactory performance of the company.

Under an LTA, UNCDF does not guarantee that any specific quantity of services shall be purchased during the term of this agreement.  The LTA does not form a financial obligation or commitment from UNCDF at the time the LTA contract is signed and that such an agreement is non-exclusive.  

Call-Offs

Where a request for service arises, UNCDF can engage the individual on LTA through a “call-off” of the LTA.  Every call-off shall have specific tasks, scope of services and outputs to be delivered within a specific period of time.  For this particular work, the call-off shall be formalized through the issuance of a Purchase Order, attaching thereto the TOR, and any other document relevant to the call-off.  Financial commitments will only be established each time a Purchase Order for the specific services/TOR for Individual Contractor is committed.

The LTA shall have a cumulative ceiling amount that may accrue to the individual contractor during the life of the LTA, but said amount shall remain as an upper limit, and must not and cannot be interpreted nor understood as neither a financial commitment nor guarantee of business volume.


Duties and Responsibilities

The objective of this proposal is to engage a Legal Expert/lawyer to support the key processes including establishment of up to ten (10) investment companies (1 per LGA), structured under a Special Purpose Vehicle (SPV) arrangements. The SPV serves as an investment vehicle wholly or co-owned by the respective Local Government. The SPV is expected to manage a revenue generating infrastructure project that will generate enough revenue to meet its operations costs and be able to service its debt obligations (bank loan if any.

Scope of the Work

Working under the direct supervision of the UNCDF technical team in Tanzania and in collaboration with the management of the respective LGAs, selected Legal Consultants will be required to provide the following services:

  1. A maximum of four (4) pages of inception report indicating a thorough understanding, need, benefits, opportunities and legal and administrative challenges in owning, managing and operating these forms of companies. Include a work plan indicating key activities and milestones leading up to the registration of the SPV according to the existing laws of Tanzania;
  2. Work with the Council Director, Planning officer and Lawyer to hold consultation and knowledge sharing meetings with management of the respective Local Government, and other relevant stakeholders as and when required, to obtain their input on the assignment especially key requirements regarding establishment of the SPV. Address and provide solutions to all queries raised by them. 
  3. Explore the capacity readiness and willingness of the council’s key stakeholders to own and operate SPV given the shareholding and ownership structures of the investment projects i.e. land ownership
  4. Discuss and share the outcomes of the stakeholders meeting with UNCDF and the respective council
  5. Develop and agree on the primary and secondary objectives of the SPV company in line with  key stakeholders’ mandates and legal and regulatory framework;
  6. Develop an appropriate SPV’s managerial and governance structures, detailed criteria for SPV management and board of directors including criteria for selection, number, quorum, voting rights, independent directors’ roles and their qualifications;
  7. Consolidate from the Local Government all relevant information regarding the subscribers, potential directors (including independent directors) and any other information required to set up the SPV;
  8. Prepare company incorporation documentation as required by law, such as, shareholders agreement, Memorandum and Articles of Association (MEMARTS), accompanying company forms and key documents that address the issue of political interference in the operations of the SPV, arm’s length procurement and Human resources practices;
  9. Enrich the SPV’s MEMARTS with key information like admission of new shareholders, shareholding and capital structures, different forms of capital and financial instruments,  powers and rights (including right to raise capital, revenue collections, ownership of land or lease and other assets);
  10. Provide supervision in the execution of all incorporation documentation prepared;
  11. Register the SPV in accordance with its mandate and laws; and
  12. Document post incorporation obligations to be followed by the SPV as required by the law

Deliverables

The Consultant shall deliver the following outputs:

  1. A detailed project/work plan clearly identifying tasks and completion date;
  2. Conduct at least 1 workshop (per LGA) together with UNCDF about the structure and functions of the SPV to key stakeholders such as the respective LGA, Regional Secretariat and others
  3. Documents signifying stakeholders’ participation such as, but not limited to, approvals at different levels of the Council management (e.g. Finance Committee/Full Council meeting minutes, and a report on key stakeholders’ meeting/workshop)
  4. Fully registered SPV as per the relevant legislation applicable in Tanzania taking into consideration all the key items discussed above in the scope of work, as evidenced by a company certificate of incorporation.
  5. Company’s final documents, including the Memorandums and Articles of Association, shareholders agreement, Certificate of Incorporation and all relevant documents to prove a complete registration of an investment company.
  6. A document indicating post-incorporation obligations of the SPV including share certificate registration and issuance;
  7. Final report which will include the scope of the assignment and documentation of other important items such as lessons learnt, challenges, and recommendation for improvement

Compensation

This contract will be based on the payment terms described below: The fee shall be all-inclusive with an exception of travel costs and shall include all expenses (e.g. company registration fee) that may be incurred by the Consultant to formulate One SPV.

Payments will be made to the consultant based on deliverables/output as per the payment terms described below, and after submission of invoices to UNCDF. All outputs shall be subject to written final acceptance by the Chief Technical Advisor of UNCDF and subsequent authorization to disburse the payment. 

Payment terms

% of overall cost

Milestones

             20%

Upon acceptance by UNCDF of the work plan (deliverable 1)

              30%

1.    Consultant’s submission and acceptance by UNCDF of  SPV governance and management structure as agreed and approved in writing by a respective LGA, and evidenced by recording of  outcome/result of the stakeholders’ meetings;

2.    Review, approval and acceptance by UNCDF of the above SPV structure and supporting documents from the respective LGA and stakeholders’ meetings. (deliverables 2 & 3) 

             30%

1.    Fully registered SPV as evidenced by consultant’s submission of ALL company registration documents as required by law;

2.    Review, approval and acceptance by UNCDF of the above documents (deliverables 4, 5, 6).

             20%

1.      Submission of a final report

2.      Review, approval and acceptance by UNCDF of the above final report (deliverable 7).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Travel

The Consultant will be required to travel to respective LGAs to interview stakeholders and collect relevant information for SPV formulation. The travel costs associated with the assignment will be paid by UNCDF based on UNDP/UNCDF rules and regulations which states that consultants shall only be paid the most direct and most economical ticket, as will be quoted by the official UN travel agency.  Any amount in excess of the said quotation, such as class and airline preference of the consultant, shall be borne by the consultant.  Lodging and terminal expenses shall not exceed those allowed within UNCDF policy. 


Competencies

Functional competencies:           

  • Excellent oral and written communication skills, organizational and project management skills
  • Proven ability to manage complex tasks and to deliver quality products on time
  • Ability to generate innovative and practical solutions to challenging situations.
  • Able to take initiative and work independently
  • Ability to demonstrate understanding of client's perspective
  • Ability to keep clients informed of problems or delays in the provision of services

Corporate Competencies:

  • Promotes the vision, mission, and strategic goals of UNCDF
  • Ability to get things done on time and of high quality
  • Ability to think creatively and to listen and learn


Required Skills and Experience

Education:

  • Bachelor’s Degree in law or equivalent, with specialization in corporate/commercial law;
  • Licensed to practice the law profession in Tanzania for the past 5 years;
  • Registered in the bar association of Tanzania (Tanganyika Law Society).

Experience:

  • Extensive legal skills and knowledge in corporate/commercial law, and either or, administrative laws, public administration, finance or investments;
  • Track record of having completed similar work over the past 5 years in supporting LGAs to establish governance structures such as SPVs as part of good corporate governance structuring, preferably in Tanzania; 
  • With at least 3 years of experience in working/advising local government units;
  • Demonstrated understanding of the Tanzanian Local Government law (with a specific focus on administration, borrowing and contract law);
  • Demonstrated experience of minimum 3 years in providing legal services especiallly formulating or registering any company nder Tanzania laws;
  • Prior experience in supporting legal structures and agreements related to development/project finance, capital investments and public private partnerships is desirable.

Application Procedure

All the required documents should be attached and submitted with your proposal. These are:

  1. Technical proposal indicating prior experience and how this assignment will be executed;
  2. Recent CV with references;
  3. Confirmation of interest and Financial proposal using the template. The Confirmation Letter can be downloaded from: http://procurement-notices.undp.org/view_notice.cfm?notice_id=53304.   The financial proposal should indicate the proposed daily rate and other expenditures in USD.

Evaluation and Selecton Process:

Proposal evaluation Criteria

  • Offers received will be evaluated using a Combined Scoring method, where technical will be weighted 70%, and a financial offer will be weighted at 30%.

The following criteria will be used to evaluate all submitted proposals:

Criteria Applicable

    Guidelines

Allocation of Points

Technical proposal

Individual qualification, technical capacity, cooperative skills and knowledge relevant to the assignment         

 

           (15 points)

 

 

Demonstrated understanding of the Tanzanian Local Government law (with a specific focus on administration, borrowing and contract law)

            (15 points)

 

 

Demonstrated experience of minimum 3 years in providing legal services especially formulating or registering any company under Tanzania laws

            (25 points)

 

 

Specific experience over the past 5 years in establishing SPV for infrastructure financing or a legal company owned by a Local Government

            (35 points)

 

 

Proposed methodology, approach and Implementation Plan to meet the requirements of the TOR

           (10 points)

 

Total Technical points

            100 points

Financial proposal

The following formula will be used to evaluate financial proposal: lowest priced proposal/price of the proposal being evaluated x 30%

                   30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(NOTE: THE SYSTEM DOES NOT ALLOW MULTIPLE UPLOADS OF DOCUMENTS THEREFORE APPLICANTS MUST MAKE SURE TO UPLOAD ALL REQUIRED DOCUMENTS IN ONE FILE)

 

 


UNDP is committed to achieving workforce diversity in terms of gender, nationality and culture. Individuals from minority groups, indigenous groups and persons with disabilities are equally encouraged to apply. All applications will be treated with the strictest confidence.

UNDP does not tolerate sexual exploitation and abuse, any kind of harassment, including sexual harassment, and discrimination. All selected candidates will, therefore, undergo rigorous reference and background checks.


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