Advertised on behalf of : UNCDF
Location : Dar es Salaam, TANZANIA
Type of Contract : Individual Contract
Post Level : National Consultant
Languages Required : English
Starting Date : (date when the selected candidate is expected to start) 10-Nov-2020
Duration of Initial Contract : up to 80 work days per assignment/SPV
Expected Duration of Assignment : 3 years (IC Framework Agreement)
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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.
Background
The 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
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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
delivering its mandates, UNCDF works alone or in collaboration with
other UN-Agencies under UN to UN agreements. The proposed assignment
responds to UNDP-UNCDF strategic partnership on key aspects of
supporting Local Government Administrations (LGAs) and Private Sector
deliver development solutions to wider and rural communities in the
areas clean drinking water and consumptive energy i.e. lighting and
powering small gadgets. In supporting LGAs, the UNCDF 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 individual 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 individual.
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.
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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 key
processes including establishment of three (3) 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).
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:
- 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;
- 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;
- 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;
- Discuss and share the outcomes of the stakeholders meeting with UNCDF and the respective council
- Develop and agree on the primary and secondary objectives of the SPV company in line with key stakeholders’ mandates and legal and regulatory framework;
- 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;
- 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;
- 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;
- 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);
- Provide supervision in the execution of all incorporation documentation prepared;
- Register the SPV in accordance with its mandate and laws; and
- Document post incorporation obligations to be followed by the SPV as required by the law
Deliverables
The Consultant shall deliver the following outputs:
- A detailed project/work plan clearly identifying tasks and completion date;
- 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
- 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)
- 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.
- 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.
- A document indicating post-incorporation obligations of the SPV including share certificate registration and issuance;
- 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
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This contract will be based on the payment terms described below: The fee shall be all-inclusive with the exception of travel expenses 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.
Travel
The Consultant will be required to travel to respective LGAs (Ikungi DC, Bunda DC and Busega DC) 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
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Education (Mandatory):
- 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 (mandatory);
- 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 especially formulating or registering any company under 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:
- Cover letter indicating prior experience/motivation, and methodology on how this assignment will be executed
- Recent CV with references;
- Confirmation of interest and Financial proposal using the template. A copy of the Confirmation Letter template can be downloaded from: http://procurement-notices.undp.org/view_notice.cfm?notice_id=53304
- The financial proposal should indicate the proposed all-inclusive daily rate and other applicable expenses in USD.
NOTE: THE SYSTEM DOES NOT ALLOW MULTIPLE UPLOADS OF DOCUMENTS THEREFORE APPLICANTS MUST MAKE SURE TO UPLOAD ALL REQUIRED DOCUMENTS IN ONE FILE)
Evaluation and Selection Process:
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%.
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Applications will be screened and only applicants meeting the following minimum criteria will be shortlisted:
- Bachelor’s Degree in law or equivalent, with specialization in corporate/commercial law;
- More than 5 years’ experience of practising law in Tanzania;
- Registered in the bar association of Tanzania (Tanganyika Law Society).
- At least 5 years experience in supporting LGAs to establish governance structures such as SPVs as part of good corporate governance structuring, preferably in Tanzania, mandatory
Step II: Desk Review/Shortlisting
UNCDF will conduct a desk review to produce a shortlist of candidates by evaluating the following criteria with the corresponding points (100 points):
Evaluation Criteria | Maximum obtainable points |
Individual qualification, technical capacity, and knowledge relevant to the assignment | 20 points |
Demonstrated experience of minimum 3 years in providing legal services especially formulating or registering any company under Tanzania laws | 30 points |
Specific experience over the past 5 years in establishing SPV for infrastructure financing or a legal company owned by a Local Government | 40 points |
Proposed methodology, approach and Implementation Plan to meet the requirements of the TOR | 10 points |
TOTAL | 100 points |
Step III: Financial Proposal Evaluation
The following formula will be used to evaluate financial proposal: lowest priced proposal/price of the proposal being evaluated x 30%.
Step IV- Contract Award:
The contact shall be awarded to the applicant whose offer has been evaluated and determined as:
- Responsive/compliant/acceptable vis-à-vis the requirements of the TOR.
- Having received the highest score out of a pre-determined set of weighted technical (70%) and financial (30%) criteria.
Any individual employed by a company or institution who would like to submit an offer in response to a Procurement Notice for IC must do so in their individual capacity (providing a CV so that their qualifications may be judged accordingly).
UNCDF 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.
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If you are experiencing difficulties with online job applications, please contact jobs.help@undp.org.
Application Deadline : 28-Oct-20 (Midnight New York, USA)
