TERMS OF REFERENCE (TOR) – Legal Services

UNDP Rwanda 

UNDP’s Regional Bureau for Africa has launched an exciting major new initiative in 2021, timbuktoo, aimed to galvanize African youth as entrepreneurs, innovators, and problem solvers.  timbuktoo will be an explosive new entrant into UNDP Africa’s ambition to transform the African continent by harnessing on the African people themselves, particularly its ambitious, vibrant, youth, as the key to its development and path out of poverty.

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The timbuktoo initiative is multi-pronged, focused on supporting and growing innovative, scalable, and impactful entrepreneurship by African young people, while relying on a springboard of partners who together contribute meaningfully to building an African youth innovation and startup ecosystem.   The timbuktoo approach will be anchored in seeking, nurturing, and building African solutions forwarded by Africa’s youth that directly address one or more of the seventeen Sustainable Development Goals (SDGs).  

timbuktoo will be established by the United Nations Development Programme’s Regional Bureau for Africa, functioning as a public-private consortium to  mobilize and invest USD 1 billion over 10 years in African innovative youth enterprises, with an innovative blended finance model. 

The specific objectives of the timbuktoo project are to: 

1. Establish a network of 8 pan-African Hubs with Hub Venture Builders and Hub Venture Funds across Africa;
2. Establish a Parent Fund of catalytic capital, the “timbuktoo Africa Innovation Foundation”;
3. Establish a regional Headquarters providing services to the Parent Fund and network
4. Engage and support local startup ecosystem builders (SEBs) as partners 

The expected outcomes of the timbuktoo initiative are:

1. Support 1,000 startups in 10 years
2. Impact 100 million livelihoods and the environment
3. Generate tenfold economic value

OBJECTIVES OF THE SERVICE / WORK 

UNDP RBA is seeking a Legal Services Provider (“SP”) under UNDP Rwanda, to be based in Rwanda. The Service Provider’s role will involve legal documentation drafting for the establishment of the  timbuktoo Africa Innovation Foundation, as well as support in negotiation with founding partners of the foundation.     

III. SCOPE OF WORK 

The SP will perform the tasks and activities as follows: 

Registration of Common Benefit Foundation:

• Summarize the legal requirements for establishing a common benefit foundation, including registration, governance structure, and compliance obligations.

• Provide guidance on designing an appropriate governance structure for the foundation, including the composition and roles of the board of directors/trustees.

• Draft the foundation's charter, specifying its objectives, governance procedures, decision-making processes, and operational guidelines.

• Foundation Registration: Assist in preparing and submitting the necessary documentation for the registration of the foundation with the appropriate regulatory authority.
• Advise on the (additional) required information, forms, and supporting documents needed for the registration process.
• Liaise with the regulatory authority to ensure a smooth and timely registration process.

Compliance and Regulatory Requirements:

• Advise on the legal obligations and compliance requirements that the foundation must meet after its establishment.
• Assist in drafting policies and procedures to ensure compliance with relevant laws and regulations, such as financial reporting, tax obligations, and annual filing requirements.
• Provide guidance on KIFC anti-money laundering (AML) and counter-terrorism financing (CTF) compliance measures. 

Host Country Agreement and Partnerships:

• Draft and negotiate Host Country Agreement with Government of Rwanda
• Draft and negotiate partnership agreements and memorandum of understandings (MOUs).
• Provide legal advice on the terms, rights, and obligations within these agreements, ensuring they align with the foundation's mission and comply with legal requirements. 

EXPECTED OUTPUTS / DELIVERABLES

• Legal Requirements Document for Establishment of Common Benefit Foundation
• Advise on Appropriate Governance Structure
• Draft Foundation Charter and other required documents for registration
• Note on Completed Negotiation with Founding Partners
• Registration of Legal Entity
• Draft Regulations and Policies to ensure compliance
• Host Country Agreements and partnership agreements and MOUs

MINIMUM ORGANIZATION REQUIREMENTS: EXPERTISE AND QUALIFICATIONS OF THE CONSULTING FIRM 

• The prospective Legal Service Provider (Firm) should have considerable experience and recognized track record in legal foundation and fund structuring and document preparation, registration processes, KIFC regulations, Rwanda compliance and regulatory matters, with a minimum of 5 years in relevant or related work with reputable clients;
• The prospective Legal Service Provider (Firm) should have considerable experience working in Rwanda and with international clients. 
• The proposed team of experts should have individual and collective expertise and training in Transaction Advisory; Investment Law, Tax, and/or related fields. 

• Excellent communication skills and proven leadership and team skills.
• Proficiency in English and French.
• Firm experts should have at least Bachelor's Degree In Law, economics or other social science related to business registration and development of organisational structures

DURATION

The duration of the assignment will be 40 days from date of signature, conducted in a period of three-months. 

VII. INSTITUTIONAL ARRANGEMENT / REPORTING   RELATIONSHIPS 

UNDP will manage the contract and will execute all payments in accordance with the agreed payment schedule to be stipulated in the contract. The Service Provider will collaborate with and report to UNDP Rwanda Programme Team and RBA HQ/timbuktoo team.

VIII. EVALUATION CRITERIA 

The consulting firm will be evaluated against a combination of technical and financial criteria,    using the Combined Scoring Method. Maximum score is 100% out of which technical criteria equals 70% and financial criteria equals 30%.

The technical evaluation will include the following:

PAYMENT MILESTONES AND AUTHORITY

Prospective Service Provider will indicate the cost of services for each deliverable in US dollars when applying for this consultancy. The Proposer will be paid based on the effective UN exchange rate (in case of other currency denomination) after completion of each deliverable as stipulated hereunder.

X. APPLICATION PROCEDURES  

Interested firms should apply by presenting the following documents: 

1. Letter of Confirmation of Interest and Availability using the template provided by UNDP. 
2. Personal CV of team members, indicating education background/professional qualifications, all experience, as well as the contact details (email and telephone number) of the candidate and at least three (3) professional references.
3. Brief description of why the firm considers itself as the most suitable for the assignment.
4. Financial Proposal that indicates all-inclusive fixed total contract price supported by a breakdown of costs, as per template provided.
5. Interested firms are required to submit an expression of interest and relevant Curriculum Vitae that demonstrates the qualifications, skills, experience, and track record to deliver the services required and that reflects an understanding of key issues relating to the scope of work. Please also provide three contactable references. Technical enquiries can be directed to Osten Chulu at osten.chulu@undp.org and enquiries about the procurement process to Mbasa Rugigana at mbasa.rugigana@undp.org 

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